CITY OF RANCHO PALOS VERDES - Granicus

CITY OF RANCHO PALOS VERDES

MEMORANDUM

TO:

FROM:

DATE:

SUBJECT:

REVIEWED:

HONORABLE MAYOR & CIT~NCIL MEMBERS

DAN LANDON, IT MANAGER't)f-

MAY 5, 2015

AGREEMENT WITH PROSUM FOR INFORMATION

TECHNOLOGY SERVICES (Supports 2014 City

Council Goal #4, Government Efficiency,

Accountability, Fiscal Control, Transparency and

Oversight.)

DOUG WILLMORE, CITY MANAGER ~ CAROLYNN PETRU, ACTING CITY MANAGE~

RECOMMENDATION

Authorize the Mayor and City Clerk to sign an agreement with Prosum, Inc. for IT Services for four (4) years with a maximum cost of $808,572 consisting of $172,380 per year for base services, a ten (10) percent contingency for possible additional services and a one-time charge of $50, 100 for transitional services. In add ition , two (2) optional one (1) year contract extensions with a maximum amount of $189,618 each year consisting of $172,380 for base services plus a ten (10) percent contingency for additional services charges.

BACKGROUND

Municipalities have a wide array of technologies requiring differing areas of expertise. Broad ly categorized, technology used in a City government includes traditional information technology categories like help desk support, systems admin istration, voice and commun ication, networking and routing and website technologies. An area of technology not typically serviced by traditional IT services providers is the comprehensive Audio Visual environment in place at the City, including support for the RPVtv television station equipment and the AN related hardware throughout City locations including the

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AGREEMENT WITH PROSUM FOR INFORMATION TECHNOLOGY SERVICES MAY 5, 2015 of 4 Point Vincente Interpretive Center museum. In addition, a sophisticated municipal Geographic Information System (GIS) is typically serviced either by City staff or a Service Provider that specializes in GIS support. In December 2014, Staff recommended and City Council agreed that support for traditional Information Technology (IT) services should be separated from Audio Visual (A/V) services and GIS Services for the purposes of this RFP. Audio Visual Services are planned to be transferred to RPVtv station personnel in an effort to consolidate A/V for cost savings and better control over strategic direction. GIS services were to be dealt with after the IT Services RFP, and in a subsequent meeting on April 21, 2015 City Council approved the GIS support model as including a part-time GIS Coordinator along with the issuance of an RFP for extra GIS assistance as needed. The IT Services RFP process was a cooperative effort designed to solicit the most qualified services provider for the best cost using a comprehensive and unbiased processes that included unaffiliated IT experts with separate accountability for the major steps in the process working with City Council and Staff.

• Step 1 Environmental analysis and documentation – Nexlevel Technology o October through December 2014

• Step 2 Bid Solicitation document – Nexlevel Technology o November and December 2014

• Step 3 RFP Released to the Public and question and answer sessions – Staff o January 14, 2015 through February 20, 2015

• Step 4 Acceptance and review of RFP submittals – IT RFP Review Committee o March 3, 2015 o The Bid Solicitation and Review Committee included Councilman Jerry

Duhovic in an advisory and monitoring capacity, the City IT Manager, Dan Landon, Ken Watts Consulting, and three (3) Independent local municipality IT Managers or Directors.

• Step 5 IT Service Provider selection – City Council, Staff o March 17, 2015

On March 17, 2015 Staff presented City Council with a final report and recommendations based on comments from the IT RFP Review Committee for the selection of an IT Services Provider. The selected provider was Prosum, Inc (Prosum) and the City Council authorized negotiations for a four (4) year initial term agreement with two (2), one (1) year optional extensions. DISCUSSION Negotiations with Prosum began on April 8, 2015 and included input from City Council, the City Manager and Deputy City Manager, and the City IT Manager. Specific topics of concern included, insuring that our on-site to remote assistance mix was maximized to

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AGREEMENT WITH PROSUM FOR INFORMATION TECHNOLOGY SERVICES MAY 5, 2015 of 4 reduce cost as low as possible while still maintaining the highest level of support. Insuring that City systems remain secure and available while providing quality support to staff who are performing the work required of the City. Insuring the agreement provided for a broad range of support in order to reduce the likelihood of any unexpected additional services fees. Insure Service Level Agreements (SLA’s) are robust enough to accurately report on the health of all critical technical categories and the level of support provided, while not being so onerous on the Service Provider that there is a noticeable increase in cost related to tracking and reporting. Considerable time was spend discussing technology support levels. The City has enjoyed quick response from PVNET for over 18 years because of their onsite technical presence, and this change in provider would require a mix of both remote and onsite support. The initial design in the RFP was to have two (2) full time support staff onsite at City Hall supported as needed by remote personnel. After looking into the various costs and benefits of the different models, it was determined that one (1) onsite help desk technician per day supplemented by a higher level engineer one (1) day per week along with the Prosum IT Manager for a partial day once a week was both adequate from a support level standpoint and would lower our cost to the lowest point possible taking into account the City’s system sophistication. Any further reduction in onsite support would not reduce cost further because it would just push support requests and equivalent cost to the Prosum remote support desk. Base costs were reduced through negotiation from an initial proposal bid of approximately $246,000 to $185,000 as proposed to City Council in March 2015, and finally to $172,380 after negotiations as noted in this agreement. While the agreement was designed to cover a broad range of services, there will be support activities that are not covered in the agreement known as additional services costs. Any additional services costs must be approved in advance by the City IT Manager. Staff is including a maximum ten (10) percent contingency request for those costs. There is also a one-time $50,100 fee for comprehensive transition services to take place primarily in FY14-15 in which Prosum Engineers and Management will spend considerable time onsite meeting with City Staff, documenting systems and mirroring PVNET staff in order to be ready to begin service on July 1, 2015. The City provided all proposers with a comprehensive list of current and planned systems and services in the RFP. That list was used by Prosum in setting their fee, and it formed the basis for the covered scope of services. Broadly, Prosum would support all current and identified new systems. Negotiations broadened the scope in some ways and also clarified some limitations. For example, annual environmental growth of ten (10) percent or less, new systems identified on the RFP, and new systems that replace old systems will not trigger any new base support costs. There will however be times where assistance is required for the implementation of new systems or for emergency after hours service among others and that would trigger additional services costs. Those costs are clarified specifically in this agreement to lower the risk of unexpected extra charges.

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AGREEMENT WITH PROSUM FOR INFORMATION TECHNOLOGY SERVICES MAY 5, 2015 of 4 Finally, there were a comprehensive set of Service Level Agreements identified in the initial release of the RFP. During negotiations it was noted that some of those measurements were overly onerous on the Service Provider. During negotiations, effort was made to clarify or simplify the reporting process on several SLA’s including server uptime and the level of service for specific priority categories. The agreement maintains the high level of reporting and service expected of the Services Provider while simplifying the reporting mechanisms. FISCAL IMPACT The FY14-15 cost for IT services was $210,000 for the base contract with PVNET. The FY15-16 agreement with Prosum will be $172,380 for the base contract. If additional services are estimated to be roughly the same and taking into account approximately $13,000 for our upgraded commercial systems that were previously hosted by PVNET, the total general fund savings related to IT Services are estimated to be approximately $25,000. The cost of this agreement will be included in annual Information Technology budgets submitted to City Council for approval going forward through the term of the contract. Attachments: Exhibit A Prosum Agreement (page 5)

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INFORMATION TECHNOLOGY SERVICES AGREEMENT

BY AND BETWEEN

CITY OF RANCHO PALOS VERDES, CALIFORNIA

AND

VENDOR, PROSUM, INC.

ENTERED PURSUANT TO CITY OF RANCHO PALOS VERDES IT SERVICES RFP SOLICITATION ISSUED JANUARY 4, 2015

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Table of Contents INFORMATION TECHNOLOGY SERVICES AGREEMENT .......................................................................... 3

1.0 TERM ............................................................................................................................................ 3 2 FEES FOR SERVICES AND TERMS OF PAYMENT ...................................................................... 4 3 TERMINATION.................................................................................................................................. 7 4 CITY FACILITIES AND SUPPLIES .................................................................................................. 9 5 MULTI-VENDOR ENVIRONMENT ................................................................................................... 9 6 CHANGE MANAGEMENT ................................................................................................................ 9 7 LICENSES AND PERMITS ............................................................................................................. 10 8 KNOWLEDGE TRANSFER AND BEST PRACTICES.................................................................... 10 9 TECHNOLOGY AND PROCESS EVOLUTION .............................................................................. 10 10 CITY AND VENDOR SYSTEMS ................................................................................................. 11 11 CONFIDENTIALITY .................................................................................................................... 13 12 REPORTS ................................................................................................................................... 14 13 SME REVIEWS ........................................................................................................................... 14 14 ENHANCEMENT OF IT CAPABILITIES AND EFFECTIVENESS ............................................. 15 15 [RESERVED]............................................................................................................................... 15 16 SERVICE LEVEL PERFORMANCE STANDARDS .................................................................... 15 ................................................................................................................................................................ 15 17 SHARED INFRASTRUCTURE ................................................................................................... 16 18 STRATEGIC CONTROL ............................................................................................................. 16 19 MONITORING AND IMPROVEMENT ........................................................................................ 16 20 VENDOR PERSONNEL .............................................................................................................. 16 21 REMOVAL AND REPLACEMENT OF VENDOR PERSONNEL ................................................ 19 23 MINIMUM PROFICIENCY LEVELS AND TRAINING FOR VENDOR PERSONNEL ................ 20 24 SUPERVISION AND CONDUCT OF VENDOR PERSONNEL .................................................. 21 25 INSURANCE. .............................................................................................................................. 21 Vendor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder and the results of those Services by the Vendor, its agents, representatives, employees or subcontractors. Coverage shall be at least as broad as: ................................................ 21 26 COMPLIANCE WITH CITY RULES ............................................................................................ 22 27 TURNOVER RATE AND DATA FOR VENDOR ON-SITE PERSONNEL .................................. 23 28 ELECTRONIC INCIDENT REPORTING .................................................................................... 23 29 REDUCTION IN COSTS OF SERVICES DELIVERY................................................................. 23 30 INCIDENTAL EXPENSES .......................................................................................................... 24 31 INDEMNIFICATION .................................................................................................................... 24 32 LIMITATION OF LIABILITY ......................................................................................................... 25 33 DISPUTE RESOLUTION ............................................................................................................ 25 34 WITHHOLD REMEDY ................................................................................................................. 26 35 SECURITY AND REVIEWS ........................................................................................................ 27 36 BILLING ADJUSTMENTS ........................................................................................................... 27 37 CONFLICT OF INTERESTS ....................................................................................................... 27 38 INFORMATION FURNISHED TO CITY ...................................................................................... 28 39 PROTECTION OF CITY PROPERTY ........................................................................................ 28 40 COMPLETENESS OF DUE DILIGENCE ACTIVITIES ............................................................... 28 41 AUDIT, INSPECTION, AND EXAMINATION OF RECORDS ..................................................... 28 42 SUBCONTRACTORS ................................................................................................................. 30 43 CITY REFERRALS AND AS A REFERENCE SITE ................................................................... 31 44 ADVERTISEMENT ...................................................................................................................... 31 45 GENERAL ................................................................................................................................... 31

City o Rancho Palos Verdes– Information Technology Services Agreement 1775793 2 6

INFORMATION TECHNOLOGY SERVICES AGREEMENT The CITY OF RANCHO PALOS VERDES, a municipal corporation organized and existing under the laws of the State of California, with offices located at 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 (hereinafter “City”), and Prosum, Inc., a California corporation with offices located in El Segundo, California (hereinafter “Vendor”), hereby agree to and enter into this Information Technology Services Agreement (“Agreement”) on May 18, 2015 (herein referred to as the “Effective Date”). This Agreement is made pursuant to Vendor’s Response to Proposal dated February 20, 2015 and Prosum’s Response to Clarification Document dated March 7, 2015 (collectively “Proposal”) to the City’s IT Services Request for Proposals (RFP) Solicitation dated January 14, 2015 (the “RFP”). The terms and conditions that follow set forth the rights and obligations of the Parties with respect to the performance by Vendor of information technology support services (“Services”) defined in the Scope of Work attached hereto as Exhibit A (“Scope of Work”). Exhibit B hereto, Service Level Agreements, shall govern Vendor’s level of services to be provided. Except as otherwise defined herein, Exhibit C, Definitions, attached hereto, defines terms used in this Agreement and Exhibits. The Proposal and the RFP are attached hereto as Exhibits D and E, respectively. Exhibits A through E, inclusive, are incorporated herein by this reference as though set forth in full and made a part hereof. City and Vendor (each, a “Party”; collectively, the “Parties”) agree as follows: 1.0 TERM

The Initial Term of this Agreement shall be for four years (48 months) and shall commence on July 1, 2015 (“Commencement Date”) and shall continue in effect for four years (48 months) through and including midnight on June 30, 2019 (“Expiration Date”), unless earlier terminated as provided herein. The period from the Commencement Date to the Expiration Date is the “Initial Term.” The City may, at its option, extend by means of one or more amendments the Initial Term of this Agreement for additional consecutive period(s) of time, with the total contract Initial Term and Extended Terms (as defined in Section 1.2 below) not to exceed a total of six (6) years, or through and including midnight on June 30, 2021.

1.1 Renewal Proposal. No later than twelve (12) months prior to the expiration of the Initial Term, Vendor shall provide the City with a comprehensive written proposal for renewing the Agreement. Such document shall include, at a minimum, (i) the proposed length of an extended agreement; (ii) any proposed modifications to the terms, conditions and pricing set forth in this Agreement that will apply during the Extended Term; and (iii) revised Scope of Work supporting the Services to be provided during the Extended Term.

1.2 Extended Term. At the City’s request, the Parties shall meet within thirty (30) days of Vendor’s receipt of City’s notice of the City’s intention to renew this Agreement to negotiate modifications to the terms and conditions of this Agreement. If such negotiations are not requested or if the negotiations do not result in an agreement on different terms and conditions by sixty (60) days prior to the expiration of the Initial Term, City may elect to extend the term of this Agreement for up to two (2) additional consecutive terms, each of which, will be twelve (12) months (each, an “Extended Term”) and the then-existing terms and conditions of this Agreement shall remain unchanged and in full force and effect during each such Extended Term. The Initial Term and any Extended Term(s) shall be referred to as the “Term.” The City shall exercise its extension option(s), if at all, by providing Vendor


written notice of its intention to exercise an extension no later than thirty (30) days prior to the expiration of the Initial Term or the then expiring Extended Term; provided, however, that the City’s notice of its intention to extend the term of this Agreement for each extension shall be expressly conditioned upon and subject to the approval by the City Council, in its sole and absolute discretion, of an amount sufficient to pay the compensation set forth herein for each Extension as part of its annual budget approval process prior to the beginning of each Extended Term. While the Parties acknowledge that the City is required to give its notice of intention to extend the term of this Agreement not later than thirty (30) days prior to the Expiration Date or then current Extension, it is possible that the City Council’s approval of its annual budget and appropriation of funds for the Extension in question may occur thereafter. Accordingly, if the City Council fails to approve and appropriate funds sufficient to pay the amount of compensation set forth herein for an Extension, this Agreement shall terminate and be of no further force and effect as of the expiration of the Initial Term or the then current Extension. Notwithstanding anything in this provision to the contrary, in the event the City gives the Vendor written notice exercising an Extension and the City receives notice that appropriation of funds for the Extension in question are not available after the Vendor has performed services under an Extended Term, the City agrees that the Vendor will be equitably compensated for all services performed under any portion of an Extension through the date of termination of the Agreement. Except as specifically set forth herein, the terms and conditions of each Extension will be the same. Such notice shall include the length of the relevant Extended Term.

2 FEES FOR SERVICES AND TERMS OF PAYMENT

2.1 Fees for Service. Beginning on the Effective Date and continuing thereafter throughout the

Term, City agrees to and shall pay to Vendor the amounts set forth in Exhibit B, Section 3.2 Pricing and Fees. Fees payable under this Agreement shall not exceed the following amounts:

2.1.1 The amount of $50,100 (fifty-thousand one hundred dollars) for transition services for the transition period extending from May 18, 2015 through June 30, 2015;

2.1.2 For each fiscal year of the Initial Term, the amount of $172,380 (one hundred seventy-two thousand three hundred eighty dollars) for base contract services, plus a 10% contingency for potential services outside the scope of the Agreement, or a maximum of $189,618 (one hundred eighty-nine thousand six hundred eighteen dollars) for each fiscal year of the Initial Term, or a total of $758,472 (seven hundred fifty-eight thousand four hundred seventy-two dollars) for the Initial Term; and

2.1.3 For each Extended Term, the amount of $172,380 (one hundred seventy-two thousand three hundred eighty dollars) for base contract services, plus a 10% contingency for potential services outside the scope of the Agreement, or a maximum of $189,618 (one hundred eighty-nine thousand six hundred eighteen dollars) for each Extended Term.

2.2 Payment. Monthly fees shall be due and payable on the first day of each and every month during the Term. Fractional months shall be prorated. Payment for Supplemental Services, if any, shall be based upon deliverables as negotiated, invoiced monthly and due thirty (30) days from the receipt and the approval by the City of an invoice therefor. Non-disputed


balances past due in excess of sixty (60) days from date of invoice shall bear overdue service charges at one (1.00%) percent per month or the highest rate permitted by law, whichever is less.

2.3 Service Levels and Liquidated Damages. Beginning ninety (90) days following the

Commencement Date and continuing thereafter through the Term, Vendor shall meet or exceed each of the service levels set forth in Exhibit B –Service Level Agreements.

2.3.1 Vendor agrees to pay City, or have withheld, as liquidated damages, those

amounts set forth in Exhibit B hereto, for delay in performance of the Services (subject to Section 45.7 hereof) or non-compliance with the specified service levels (herein referred to as a “Service Level Failure”) within the time and metrics specified, in accordance with this Agreement.

2.3.2 Notwithstanding any provision to the contrary, the total monthly at risk amount for any and all liquidated damages paid or to be paid by the Vendor pursuant to this Agreement shall not exceed ten percent (10%) of the monthly invoiced amount.

2.3.3 Vendor shall report all Service Level Failures (with reference to the Service Level Agreements (each, an “SLA”) set forth in Exhibit B hereto) on a monthly basis within five (5) Business Days following the end of each month and, for each Service Level Failure, Vendor shall either (i) demonstrate that the Service Level Failure was due to an Excused Event, or (ii) provide the City with a corrective action plan to ensure that the Service Level Failure will not continue. Likewise, in the event that the City identifies a Service Level Failure, the City shall provide written notice of such breach to Vendor, who then shall take the steps described in the first sentence of this subsection 2.4.4.

2.3.4 Service level failures shall be excused under the following circumstances: (i) when significant changes in scope occur that impact Vendor’s ability to perform in accordance with the service levels; (ii) when force majeure events occur; (iii) when program processes are changed at the request of the City, and such changes impact Vendor’s ability to perform in accordance with the service levels, and Vendor has provided written notification to the City within five (5) Business Days of the program change; or (iv) when a failure is due to the acts or omissions of the City or third parties outside of Vendor’s reasonable control.

2.3.5 City IT Manager and Account Manager can negotiate minor modifications to the SOW and SLAs without a formal amendment to the extent such minor modifications do not impact Exhibit B Fees or unduly prejudice the rights of either Party.

2.4 Supplemental Services. Any information technology services or other services, beyond the Services specified in Exhibit A hereto (“Supplemental Services”), shall be performed by Vendor only pursuant to a duly executed amendment hereto. In the absence of a duly executed amendment, Vendor is not obligated to perform, nor is City obligated to compensate Vendor for, any Supplemental Service(s) performed by or on behalf of Vendor.

2.5 Amendment by City Manager. The City Manager is hereby authorized to approve and execute

on behalf of City any subsequent amendments to this Agreement, in a form acceptable to the City Attorney, which do not either individually or cumulatively in the aggregate exceed ten


percent (10%) of the annual Service Fee, as set forth in Exhibit C of this Agreement, in each fiscal year during the Initial Term of this Agreement or any Extended Term.

2.6 Authorization to Procure. City may, in its sole discretion, procure through Vendor certain hardware, commercial software and other similar data processing related purchases of the type for which Vendor assumes operational responsibility under this Agreement (hereinafter “Product(s)”). The Parties acknowledge and understand that City’s right to procure Products pursuant to this section is entirely discretionary and dependent upon the pricing and/or other terms that Vendor may, as a value-added remarketer, secure on behalf of City. The following terms and conditions shall apply with respect to all Product purchases made by Vendor pursuant to this section:

2.6.1 Vendor shall provide a price quote for and, if accepted by the City, procure and maintain all commercial off-the-shelf software (“COTS software”) and hardware, including annually recurring maintenance and licensing agreements, in its name until the time of acceptance by City. Thereafter, the license agreements pertaining to the COTS software and title to the hardware will automatically transfer to the City.

2.6.2 All COTS software procured will be subject to the third-party vendor’s standard licensing agreement.

2.6.3 To the maximum extent allowable by the third-party hardware and software vendors, Vendor shall pass-through to the City all manufacturers’ warranties offered by the third-party vendors. Vendor makes no other warranties whatsoever, express or implied, with regard to the Products provided.

2.6.4 The Products sold hereunder are eligible for return for a period of fifteen (15) days following delivery to the City. For COTS software returns, City must return all tangible media as well as copies thereof to Vendor, destroy any and all copies from any of City’s Systems and certify the same in writing, and in such event, City shall no longer have the right to use, access or possess copies of such returned COTS software. For hardware returns, City must first obtain a return authorization number from Vendor and return the hardware to the address specified by Vendor. City will be responsible for all shipment costs. City specifically agrees that Vendor’s return policy terms and conditions supersede and replace all other return policies that may be offered through the manufacturers themselves.

2.6.5 City shall reimburse Vendor for procured Products, to be invoiced separately from Service fees. Vendor will be eligible for a paid consultant fee which will be negotiated by the Parties and set forth in writing on a project by project basis prior and as a condition precedent to the City’s acceptance of a price quote for COTS software and/or hardware.

2.7 Order of Precedence. In the event of conflict between the terms of this Agreement and any

amendment, exhibit or other document incorporated therein, such conflict shall be resolved by giving precedence to such documents in the following order:

2.7.1 Any duly executed amendment to this Agreement, with execution date to control as between conflicting amendments such that the more recent amendment shall govern all those prior.


2.7.2 This Agreement, upon its approval of the City Council and execution by all Parties hereto.

2.7.3 Exhibit A to this Agreement (Scope of Work). 2.7.4 Exhibit B to this Agreement (Service Level Agreements). 2.7.5 Exhibit C to this Agreement (Definitions). 2.7.6 Exhibit D to this Agreement (Prosum Proposal (including Response dated

February 20, 2015, and Response to Clarification Document dated March 7, 2015).

2.7.7 Exhibit E to this Agreement (The City RFP dated January 14, 2015).

3 TERMINATION

3.1 Events of Termination. This Agreement may be terminated in accordance with the following provisions:

3.1.1 Termination due to Bankruptcy or Insolvency. Either Party may terminate this Agreement, to the extent permitted under applicable law, if the other Party ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it (which is not dismissed within sixty (60) days) or admits in writing its inability to pay its debts as they mature; or if a receiver is appointed over a substantial part of its assets (which is not dismissed within sixty (60) days).

3.1.2 Termination for Cause. Either party not in breach of this Agreement may terminate this Agreement at any time upon written notice to the other Party, if the other Party breaches this Agreement and such breach is not cured within thirty (30) days following receipt by the other Party of a written notice to cure by the non-breaching Party in accordance with Subsection 3.1.3 of this section. Vendor may terminate this Agreement at any time due to the City’s non-payment of any Service Fees or charges and which non-payment continues for a period of sixty (60) days from the date of invoice; provided, however, that if the City has a bona fide dispute regarding a specific invoice, then such non-payment shall not be grounds for a termination hereof if the City continues to pay non-disputed amounts while submitting the dispute to the dispute resolution procedures set forth in Section 33 hereof. City may terminate this Agreement at any time, subject to Section 3.1.3, due to the failure of Prosum to meet an SLA or perform Services as required herein. Notwithstanding the foregoing, either Party may terminate this Agreement for any other material breach or nonperformance by the other Party of any provision of this Agreement within the team periods provided herein following notice and failure to cure as described in Section 3.1.3.

3.1.3 Notice and Opportunity to Cure. Written notice of the breach must be given and an opportunity to cure the breach within thirty (30) days will be provided. If the remedy or cure requires more than thirty (30) days, the breaching Party must have commenced and diligently initiated efforts to cure the breach and thereafter continue and complete all reasonable and necessary steps sufficient


to produce compliance as soon as reasonably practical. Upon the termination of this Agreement, the City shall pay Vendor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by the City shall be for cause, in which event the City may withhold any disputed compensation. This Agreement shall not be terminated if such alleged breach is submitted to the dispute resolution procedures set forth herein.

3.1.4 Termination for Convenience. Either party may upon one hundred eighty (180) days written notice, terminate this Agreement, for convenience and without cause at any time. In the event of any such termination for convenience of this Agreement by customer, payment shall continue as scheduled throughout the one hundred eighty (180) day termination period. Should Prosum terminate this agreement for convenience, services will continue throughout the termination period to include cooperation in transition related activities.

3.2 Non-Appropriation. The Parties acknowledge and agree that this Agreement is subject to annual fiscal appropriations by the City’s City Council. In the event that the City Council fails to appropriate sufficient money for any year, the Parties agree to attempt to renegotiate the terms of this Agreement to coincide with the levels of appropriation. If the Parties are unable to renegotiate such terms, any Party may cancel this Agreement. Vendor shall be entitled to compensation according to this Agreement to the date the cancellation becomes effective. Termination for lack of appropriation shall not be deemed termination for cause.

3.3 Transition Plan and Services Associated with Termination. In the event of cessation of Services during the Term of this Agreement, the transition of responsibility therefor to the City or its designee shall proceed as follows:

3.3.1 Prior to expiration of the Term of this Agreement or earlier termination, City may elect, at its option, to procure all or part of the Transition Services described in Exhibit A. If the Transition Services are performed during the Term of this Agreement, with existing resources and during regular business hours, for the fees set forth in this Agreement and the Exhibits thereto, and such Transition Services do not impact then existing Levels of Service, then those services shall be performed at no additional cost to City.

3.3.2 Upon notice given by the City or Vendor, Vendor shall make available to the City, under Supplemental Services described in Section 2.4, the personnel necessary to carry out a mutually agreed-upon transition plan (herein referred to as the “Transition Plan”) to be executed within the remaining Term of the Agreement. The topics to be included in the Transition Plan shall include, but are not limited to, those outlined in Exhibit A.

3.3.3 Each Party will cooperate fully with the other and/or its designees, so that the transition of Services rendered under this Agreement shall be timely and efficient and implemented in a manner so as to least interfere with the orderly conduct of the City’s business and so as not to unduly interfere with Vendor's other operations.


3.4 Personnel Training. Upon notice given by the City for any reason other than breach by the City for non-payment by the City, City shall have the right to assign a reasonable number of the City’s employees to participate with the Vendor’s personnel in the performance of their remaining services. Vendor shall cause its personnel to acquaint and instruct the employees of the City regarding the work, to facilitate a smooth transition according to the Transition Plan, and to continuously operate all data processing functions.

4 CITY FACILITIES AND SUPPLIES 4.1 City Provision. City shall, at its sole cost and expense, furnish Vendor and its staff with

reasonable amounts of such office space, office furniture, and other facilities (including utilities and telephone service), which are appropriate to meet the needs of Vendor and its staff for the provision of Services pursuant to this Agreement and are similar in size, type and specifications to those furnished by the City to or for its own employees. It is further understood and agreed that for any upgrades in office furniture desired by Vendor or, in the event a Vendor employee requires special furniture to accommodate a disability, the cost of such special furniture (including the responsibility for making reasonable accommodations for its employees under the Americans with Disabilities Act) will be borne by Vendor.

4.2 Return to City. Upon expiration or termination of this Agreement, or any extension or renewals thereof, all office furniture, equipment, documents, records, books, tapes, disks and files provided by the City or Vendor shall be returned to the City or Vendor in substantially the same condition as received, ordinary wear and tear excepted. Neither the City nor Vendor shall dispose of the other Party’s property without the prior consent of the other Party.

5 MULTI-VENDOR ENVIRONMENT Vendor acknowledges that it will be delivering the Services in a multi-vendor environment. Effective operation of such an environment requires not only the cooperation among all service providers, including Vendor, but collaboration in addressing service-related issues that may cross over from one service area or provider to another (“Cross Over Issues”). As part of the Services, Vendor will actively provide and support tasks associated with operating and maintaining a collaborative approach to Cross Over Issues in the same manner as it delivers its Services. Furthermore, as directed by the City, Vendor shall coordinate, cooperate and work with (and affirmatively and proactively assist) other vendors to accomplish City’s technical, organizational and other objectives, as identified by the City. 6 CHANGE MANAGEMENT

Without first obtaining City’s prior written approval or an Amendment to this Agreement, Vendor shall make no change to the IT Environment which may: (i) increase City’s total cost of receiving the Services; (ii) require changes to City’s facilities, systems, software, utilities, tools or equipment; (iii) require Vendor or City to install a new version, release, upgrade of or replacement for, any City Licensed Property or City Equipment or to modify any City Licensed Property or City Equipment or any Vendor Equipment, Vendor Proprietary Software, Vendor Proprietary Tools, or Vendor Third Party Software that is accessed or used by City Authorized Users in connection with the receipt of the Services; (iv) have an adverse impact on the functionality, interoperability, performance, security, accuracy, speed,


responsiveness, quality or resource efficiency of the Services; (v) have an adverse impact on the cost, either actual or planned, to City of terminating all or any part of the Services or exercising its right to in-source all or any part of the Services or use Third Parties; (vi) have an adverse impact on the schedule for and the delivery of services by City to its clients and customers; or (vii) violate or be inconsistent with the City Rules and/or applicable laws. If Vendor provides Services to the City without obtaining the necessary approval or amendment to this Agreement, such services and items shall be deemed to be a gratuitous effort on the part of Vendor and Vendor shall have no claim whatsoever against the City for such services and items.

7 LICENSES AND PERMITS Vendor is responsible for obtaining all licenses, approvals, permits and authorizations required by applicable federal, state or local laws or regulations, which Vendor is required to have in order to perform the Services and, except as otherwise agreed to in writing by the parties or as otherwise provided in this Agreement, has financial responsibility for all fees, costs and taxes associated with such licenses, approvals, permits and authorizations. Vendor shall provide to City all such licenses, approvals, permits and authorizations within three (3) Business Days after Vendor’s receipt of City’s request. 8 KNOWLEDGE TRANSFER AND BEST PRACTICES Vendor shall implement the knowledge transfer process set forth in this Section 8 to ensure that Vendor’s personnel share the knowledge they have gained while performing the Services for the City and the City Authorized Users. The knowledge transfer process shall be designed to efficiently pass important knowledge, information and practices from Vendor and Vendor Personnel to City and City Authorized Users. At a minimum, such knowledge transfer process will include Vendor meeting with City and designated City Authorized Users at least once every twelve (12) months, or more frequently as City may request, to (a) explain how the City IT Environment operates in connection with the provision of the Services; (b) explain how the Services are provided; and (c) make proposals to City to provide such training, documentation and other materials as City may require for City to understand and operate the City IT Environment and understand and provide the Services after the expiration or termination of the Agreement. The timing of such knowledge transfer is at the sole discretion of the City. As part of the monthly performance reviews, Vendor shall report to the City IT Manager regarding Vendor-observed opportunities for the introduction of best practices into City’s processes. Beginning in the second year of the Agreement, and annually thereafter, Vendor shall work with the City IT Manager to develop and present a yearly forum/briefing to City (1) on Vendor’s recommended best practice improvements to targeted City processes, (2) on how the use of such best practices is intended to align City’s technology investments with its objectives, and (3) on how to optimize City’s return on its technology investments/Services. Vendor shall provide the Services using the appropriately skilled Vendor personnel and without regard to the unit, line of business or division within Vendor to which such Vendor personnel are assigned at no additional cost. 9 TECHNOLOGY AND PROCESS EVOLUTION As part of the Services, Vendor acknowledges and agrees that: (a) the current information technology and business processes utilized by Vendor in the performance of the Services shall continue to evolve and change over time; and (b) it shall continuously undertake, deploy, implement and support Process and Technology and Business Process Evolution throughout the Term.


9.1 Leading Standards. Throughout the Term, Vendor shall remain consistent with the practices

generally followed by other providers of services similar to the Services and with the objectives and needs of City. Vendor shall provide the Services using current information technology resources and processes that are designed to allow City to take advantage of advances in the industry. Without limiting the generality of the foregoing, all Vendor Equipment and Vendor Third Party Software used to provide the Services will be kept at levels supportable by the respective manufacturers, and such Vendor Equipment will be upgraded or replaced as required to meet the Service Level Agreements and manufacturer-recommended requirements.

9.2 Monitoring Trends. As part of the Services and with respect to the Services, Vendor shall use reasonable efforts to proactively and periodically monitor and analyze all Enhanced Technology. Vendor shall meet, semi-annually, with the City IT Manager to formally brief City regarding such new processes, technologies, strategies and trends. Such briefing shall include Vendor’s assessment of the business impact, performance improvements and cost savings associated with such processes, technologies, strategies and trends. If requested by City, Vendor shall develop and present to City proposals for: (a) implementing such new processes, strategies and trends as part of the Technology and Business Process Evolution; or (b) changing the direction of City’s then-current information technology strategy, processes and procedures.

9.3 New Advances. In addition to the rights, responsibilities and obligations generally set forth

in this Section 9, if Vendor or its Affiliates develop New Advances, Vendor shall offer City the opportunity to implement such New Advances.

9.4 End-User Survey. The City shall administer, and Vendor shall support, annual end-user

satisfaction surveys. The City at its sole discretion will determine survey participants and the content and form of each survey. Vendor shall offer, at no additional cost, analysis of survey results as requested by the City. At the City’s request, vendor will provide responses to end-user survey issues or comments within 30 days on notification.

10 CITY AND VENDOR SYSTEMS

10.1 Ownership and Use

10.1.1 City Systems. All City Systems supported by Vendor as part of this Agreement, including, but not limited to, all enhancements, modifications, customizations, and associated materials and documentation, are and shall at all times remain the exclusive property of City. City hereby grants Vendor a non-exclusive, non-transferable license to use, store, transmit and/or display the City Systems, but solely for the benefit of the City’s computing operations. The license shall remain in effect during the Term of the Agreement only, including any extensions thereof. Unless otherwise authorized by the City, Vendor is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of City-owned or licensed software. Unless otherwise authorized by the City, Vendor is also prohibited from modifying, improving or otherwise enhancing the City Systems. Vendor will not allow any City-owned or


licensed software, in whole or in part, to be exported outside of the United States of America. Upon expiration or termination of the Agreement for any reason, Vendor shall immediately return all City Systems to City and will cease utilizing the same.

10.1.2 Vendor Systems. All Vendor Systems provided or otherwise utilized by Vendor in connection with this Agreement, including, but not limited to, all enhancements, modifications, customizations, and associated materials and documentation, are and shall at all times remain the exclusive property of Vendor. Vendor hereby grants City a non-exclusive, non-transferable license to use, store, transmit and/or display the Vendor Systems for City’s own, internal computing operations. The license shall remain in effect during the Term of the Agreement only, including any extensions thereof. City shall have the right to use any Vendor-owned or licensed software provided pursuant to this sub-Section in object code form only. City is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of any such Vendor-owned or licensed software. City is also prohibited from modifying, improving or otherwise enhancing the Vendor Systems. City will not allow any Vendor-owned or licensed software, in whole or in part, to be exported outside of the United States of America. Upon expiration or termination of the Agreement for any reason, City shall immediately return all Vendor Systems to Vendor and will cease utilizing the same.

10.1.3 Developed Materials. In the event Vendor should develop software for the City, and for which it is fully paid by the City (herein referred to as the “City Proprietary Software”), Vendor recognizes that said software will become the exclusive property of the City upon delivery thereof to City and that the City reserves the right to use, market, license, or sell it to others.

10.2 Copies. Vendor and City agree that, with respect to the other’s proprietary software, neither Party shall:

10.2.1 Copy or duplicate, except for reasonable back-up purposes, or knowingly permit anyone else to copy or duplicate, any physical or electronic version.

10.2.2 Create or attempt to create, or permit others to create or attempt to create, by reverse engineering or otherwise, the source programs or any part thereof from the object program or from other information made available under this Agreement. Each Party may copy for its own use at its own expense operator manuals, training materials, and other terminal-user oriented materials, but shall advise the other of the number of copies made and their distribution.

10.3 Notification. Each Party shall inform the other in writing of any modifications to any software made by or through the other Party. Vendor shall not be responsible for maintaining portions of any software modified by the City without the consent of Vendor.

10.4 Third Party Software. The City represents that the City Systems include software from third party vendors, which software is property owned by or property subject to licensing or similar agreements between the City and such vendors and may include the rights of the City for maintenance, upgrades and enhancements. City grants Vendor the right to access and use City’s third party software in order to fulfill Vendor’s obligations under this


Agreement. Vendor shall sign all third-party non-disclosure agreements as reasonably required to facilitate Vendor’s provision of the Services hereunder.

11 CONFIDENTIALITY

11.1 Confidential Information. In connection with this Agreement, each Party may disclose

(“Disclosing Party”) to the other Party (“Receiving Party”) certain Confidential Information. Confidential Information means Trade Secrets and any other information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. “Trade Secrets “means information deemed a trade secret under applicable federal or state law.

11.1.1 City Confidential Information. As a public entity, the City has some information that is considered “Public Information,” which is released to the general public on a website or in public meetings, or is otherwise available to the public pursuant to the provisions of the Public Records Act, and other information that is considered “City Confidential Information”. As a technical services provider, Vendor has potential access to personnel records, financial records, tax records, security data and information, law enforcement information, personal information, attorney-client privileged communications and documents and draft and proprietary City information, and other information, data, and documents of any kind regarding municipal or governmental operations, systems and programs of the City. For the purposes of this Agreement, “City Confidential Information” is considered any information that is not Public Information. Information that has not already been released by the City to the public should be treated by Vendor as “City Confidential Information”.

11.2 Subject to Section 11.2.5, below, the Parties agree that:

11.2.1 Neither Party shall disclose any Confidential Information of the other Party to

any third party without obtaining prior written consent of the other Party. 11.2.2 Each Party shall limit dissemination of the other Party’s Confidential Information

only to those employees, contractors and agents who require access thereto to perform their functions under this Agreement.

11.2.3 Each Party agrees to return the Confidential Information to the disclosing Party upon receipt of written request therefor.

11.2.4 Each Party agrees that the standard of care to be applied in the performance of the obligations set forth above shall be the standard of care applied by the receiving Party in treating its own Confidential Information, but at least reasonable care to prevent unauthorized copying, use, publication or disclosure.

11.2.5 The term of the provisions of this Section shall survive termination of the Agreement or any determination that this Agreement or any portion hereof or Exhibit hereto is void or voidable.

11.3 Exceptions to Confidentiality. The obligation of confidentiality set forth in Section 11.1

shall not apply to any data or information that the receiving Party proves:


11.3.1 Was already rightfully in the possession of the receiving Party or any of its related companies prior to disclosure.

11.3.2 Was independently developed by employees having no access to Confidential Information.

11.3.3 Was publicly disclosed by a person other than the receiving Party or its employees or agents without restrictions.

11.3.4 Was rightfully received from a third party without restrictions on disclosure or use.

11.3.5 Was approved for unrestricted release or unrestricted disclosure by the disclosing Party.

11.3.6 Was available by inspection of products or services marketed without restrictions, offered for sale or leased in the ordinary course of business by either Party hereto or others.

11.3.7 Was required to be produced or disclosed pursuant to applicable laws, regulations or court order, provided the receiving Party has given the disclosing Party the opportunity to defend, limit or protect such production or disclosure.

11.3.8 The obligation of confidentiality shall not apply to City to the extent that disclosure is necessary in connection with compliance with any law, court order or formal governmental directive. If disclosure is required (despite Vendor's request for confidentiality), the City shall not in any way be liable or responsible for the disclosure of any such Confidential Information or part thereof.

12 REPORTS In order to monitor the status, performance and quality of the Services provided to City, Vendor shall provide City with various written reports in accordance with the reporting requirements and frequency (i.e., monthly, quarterly, annually, etc.) set forth in Exhibit A and Exhibit B hereto. Such reports may be amended from time to time by City. As of the Commencement Date, the reports listed in the Scope of Work (Exhibit A hereto) reflect the reports required by the terms of this Agreement. No later than ninety (90) days following the Commencement Date, the Parties shall identify such additional or more specific reports as may be required by City. Unless stated otherwise in the Scope of Work or as directed by City, the reports shall be delivered in City’s standard electronic format to the City IT Manager with a formal transmittal letter executed by the Account Manager. If no time period is designated by City, after the reports have been defined and approved by City, reports are due five (5) Business Days from the end of the reporting period or issue occurring. Vendor will provide reports via an intranet based repository.

13 SME REVIEWS Vendor will provide, at no additional cost to City, quarterly program management reviews involving executive leadership and subject matter experts (“SMEs”) to discuss and review implementation of the following guiding principles and performance status under the Agreement, and to present new ideas and potential innovations consistent with the City’s strategic planning efforts related to the continuous improvement and optimization of Services delivery. Topics covered will include:

13.1 Improving and Maintaining Technology. Vendor will recommend, and, if approved by

City, implement new technologies to deliver services to City in order to maintain competitiveness in the quality and scope of services available to City and to take advantage of market cost efficiencies.


13.2 Improving Business Processes. Vendor will bring best practices from Vendor that could

allow the City to improve its business processes, including improving the efficiencies of delivering services to its own customers.

13.3 Technology Advancements. Vendor will provide an innovative approach to communicating with City staff and leaders (i.e., SharePoint) regarding the emergence of new technologies or advancements through semi-annual meetings (e.g., brown bag lunches) at the City. Vendor will provide briefings on emerging trends and technologies, and proactively present innovative ideas to the City. Vendor will submit, at a minimum, two new unsolicited proposals per Contract Year to improve IT efficiency, streamline operations, and/or reduce costs to the City.

14 ENHANCEMENT OF IT CAPABILITIES AND EFFECTIVENESS

Services will be provided in a manner that enhances the City’s ability to deliver high-quality, cost-effective services both internally within the City and externally to its customers. Vendor commits to providing cross training and resource sharing from other Vendor accounts to the extent possible and where appropriate, to better enhance IT capabilities and effectiveness.

15 [RESERVED]

16 SERVICE LEVEL PERFORMANCE STANDARDS

All Services provided shall comply with the Service Level Agreements as identified in Exhibit B and other requirements of this Agreement. Beginning on the Commencement Date, Vendor shall perform the Scope of Work in accordance with Service Level Agreements. Vendor shall not be responsible for Service Level Agreements for the initial sixty (60) days of this Agreement to provide time to learn the environment and establish support procedures. Beginning on the October 1, 2015 and each month thereafter, Vendor will report on Service Level Agreements as outline in Exhibit B of this Agreement. Vendor shall collect all data and maintain all records and documentation required by this Agreement and the Scope of Work. Vendor shall provide performance reports to City in accordance with the Service Level Agreements.

16.1 Root Cause Analysis. Promptly, but in no event later than five (5) Business Days after Vendor’s discovery of, or if earlier, Vendor’s receipt of a notice or corrective action request from City regarding Vendor’s failure to provide any of the Services in accordance with the Service Level Agreements (each, an “SLA Failure”), Vendor shall, as applicable under the circumstances (i) perform a Root Cause Analysis to identify the cause of such SLA Failure; (ii) provide City with a written report detailing the cause of, and procedure and timing for correcting, such SLA Failure; and (iii) provide City with satisfactory evidence that such SLA Failure will not recur.

16.2 Corrective Action and Resolution. The correction of any such SLA Failures shall be performed in accordance with the time frames set forth in the Service Level Agreements and entirely at Vendor’s expense unless it has been determined, by mutual agreement of


the Parties, that there were contributing causes of the SLA Failure. For purposes hereof, it is possible that the preexisting condition of City’s properties, systems, processes and methodologies could be deemed a contributing cause of any failures. The foregoing does not limit other remedies available to City under this Agreement for such SLA Failures.

17 SHARED INFRASTRUCTURE Prior to migrating or relocating any of the Services to a Vendor Shared Service Location, Vendor shall provide to City, for City’s approval, a proposal for the migration or relocation of such Services, including benefits, savings or risks to City during the Term and upon the expiration or termination of this Agreement. City agrees to evaluate such migration or relocation proposals in good faith, acknowledging the potential that such relocation, while achieved at no additional cost or savings to City, may enable Vendor to optimize its financial and delivery commitments under this Agreement. Vendor agrees that none of the Vendor Service Locations or Vendor Shared Service Locations will be located outside of the United States.

18 STRATEGIC CONTROL City shall retain strategic control of all aspects of the services, products and processes used in City operations, including decisions concerning the Services, City IT Environment, architecture and technical standards. In connection with implementing such strategic control, City shall: (i) establish processes and designate decision-makers to exercise strategic control over the Services and (ii) establish procedures to consult with Vendor and other vendors when and to the extent City determines it to be appropriate. As part of the Services, Vendor shall provide business intelligence, analysis and support to City in connection with strategy development, assessment and implementation. All final decisions on matters relating to strategic control over the Services shall be made by City.

19 MONITORING AND IMPROVEMENT Vendor shall perform the Services leveraging the Information Technology Infrastructure Library (ITIL) standards and best practices. By leveraging the ITIL framework and methodology, Vendor will provide a structured approach to continuous monitoring and improvement of the City’s IT environment.

20 VENDOR PERSONNEL

20.1 At all times during the term of this Agreement, Vendor and its employees shall be independent contractors and not employees of the City. Vendor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of Vendor’s subcontractors, agents and employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Vendor acknowledges that Vendor and any subcontractors, agents or employees employed by Vendor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of the City, including, but not limited to, wages, salary, sick leave, vacation leave, any other leave, holiday pay, California Public Employees Retirement System benefits, other retirement benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.


20.2 Selection of Personnel. The City shall be provided the opportunity to participate in the

Vendor’s selection of any personnel providing Services under this Agreement. Vendor shall consider all reasonable City requests in the selection process to the extent such requests do not cause Vendor to contravene any applicable legal requirements and do not impair the independent contractor status of Vendor and its employees. The Vendor hereby agrees to and shall deliver to the City’s Human Resources Manager (or his authorized representative) before the commencement of Services under this Agreement for each and every Vendor Personnel assigned to perform Services under this Agreement and, thereafter, during the term of this Agreement for each and every prospective employee hired (or to be hired) to perform Services under this Agreement a color photocopy of (1) a social security card, (2) a current and active California Driver's License and/or current identification card issued by the California Department of Motor Vehicles, and (3) if applicable, an employment authorization card issued by the U.S. Department of Homeland Security. To the extent permitted by law, the City shall conduct a background check on each and every Vendor Personnel assigned to perform Services under this Agreement and, thereafter, during the Term of this Agreement for each and every prospective employee hired or to be hired by Vendor to perform Services under this Agreement. No Vendor Personnel or prospective employee of the Vendor shall perform or commence to perform any Services to the City under this Agreement unless and until the City’s Human Resources Manager (or his authorized representative) has conducted and completed to his satisfaction a background check. The background check and determination of eligibility for employment by Vendor will be similar to that used for non-sworn Public Safety City employees and will consist of, among other things, verification of the social security card, the taking of fingerprints by the California Department of Justice, a check of judicial court records, and a Megan's Law check through the Sex Offender Tracking Program at the California Department of Justice. For Vendor Personnel or prospective employees to be hired to perform Services at or in connection with the Police or Fire Departments and their records or computer systems, the City may conduct additional background investigations. The Vendor agrees to cooperate with the City and, in particular, the City’s Human Resources Manager (or his authorized representative) in the background check process and to use its best efforts to have Vendor Personnel and its prospective employees cooperate with the City in that process. Unless otherwise authorized by the City Manager, Vendor shall not assign Vendor Personnel to the City’s account or employ persons to perform any Services to the City under this Agreement if such employees fail to meet the same employment eligibility criteria utilized by the City in connection with the City’s determination whether to employ persons for non-sworn Public Safety positions. All persons employed by the Vendor to perform Services (or any portion thereof) under this Agreement must be eligible to work in the United States. The Vendor shall obtain and maintain on file: (1) records sufficient to establish that it has complied with the electronic verification of work authorization program of the Illegal Immigration Reform and Immigration Responsibility Act of 1996, as amended, and operated jointly by the United States Department of Homeland Security and the United States Social Security Administration, or a successor electronic verification of work authorization program designated by the United States Department of Homeland Security or other federal agency


authorized to verify the work authorization status of each and every Vendor Personnel assigned to perform Services under this Agreement and, thereafter, during the term of the Agreement for each and employees pursuant to the Immigration Reform and Control Act of 1986, Pub. L. No. 99-603; and (2) fully-completed and executed U.S. Citizenship and Immigration Services, Department of Homeland Security Form I-9, Employment Eligibility Verification. The Vendor shall retain such records for the duration of such employee’s employment. The records maintained shall be immediately made available to the City for inspection and audit upon written notice to the Vendor by the City Manager or the City’s Director of Human Resources.

20.3 Designation of Vendor Key Personnel. As of the Commencement Date and from time to time as City and Vendor may agree during the Term, but no less frequently than annually, shall designate and advise the City of the Vendor’s Key Personnel to be assigned to perform Services under this Agreement. The initial Vendor Key Personnel shall include the Account Manager, Project Manager, System/Network Administrator. For each of the Vendor Key Personnel, Vendor shall only replace such individual when required or permitted pursuant to this Section 20.3 or Section 24 (Supervision and Conduct of Vendor Personnel). Vendor’s appointment of any Vendor Key Personnel shall be subject to City’s written consent. All Vendor Key Personnel shall be assigned to perform the Services on such basis (e.g., full time assignment or otherwise) as needed to ensure that the Services contemplated hereunder are provided in an efficient and timely manner and in accordance with this Agreement. Without City’s prior written consent, Vendor shall not: (i) undertake any action with respect to any Vendor Key Personnel that would result in the alteration or reduction of time expended by such Vendor Key Personnel in performance of Vendor’s duties under this Agreement; or (ii) transfer, reassign or otherwise redeploy any Vendor Key Personnel from performance of Vendor’s duties under this Agreement (except for an Approved Reassignment, as defined in Section 20.6 below). The foregoing does not prohibit or restrict Vendor Key Personnel from participating in general corporate duties applicable to other similarly situated employees nor does the foregoing prohibit or restrict Vendor Key Personnel from exercising employee benefits in accordance with Vendor guidelines/polices (e.g., taking vacation in accordance with Vendor guidelines/policies).

20.4 Account Manager. Management oversight of the Vendor Personnel and Services shall be performed by the Account Manager. Vendor’s Account Manager shall work closely with City staff to ensure that all Services are met in a timely and professional manner. Through detailed analysis of overall operations and agreement with the goals and priorities of the City, the Account Manager shall provide comprehensive monthly Service Level Agreement performance reports and project status reports outlining any issues or concerns which may impact their successful completion. Additionally, the Account Manager shall be responsible for reviewing the IT Strategic Plan for future enhancements and the implementation of new technologies that are in alignment with the established IT Strategic Plan. The Account Manager shall also participate in IT Steering Committee meetings, represent Vendor at City management and City Council meetings as determined necessary by the City IT Manager, supervise the activities of Vendor Personnel and subcontractors, act as liaison to telecommunications, cable, and other service providers and software vendors, and lead negotiations when necessary.


20.5 Account Manager’s Incentive. Vendor agrees that, to avoid any perception of conflict of interest, the Vendor Account Manager will not receive any commissions based on the sale, lease or licensing of any software, hardware or services by Vendor, any Subcontractor or any of their Affiliates, to City.

20.6 Reassignment and Replacement. Vendor shall not reassign or replace any Key Personnel (excluding the Account Manager) during the first year of his or her assignment unless: (1) City consents in writing to such reassignment or replacement; or (2) the individual (a) voluntarily resigns from Vendor, (b) is dismissed by Vendor for (i) cause or misconduct (e.g., fraud, drug abuse, theft) or (ii) unsatisfactory performance in respect of his or her duties and responsibilities to City or Vendor, (c) is removed from the Vendor Personnel pursuant to Section 24 (Supervision and Conduct of Vendor Personnel), (d) is unable to work due to his or her death or disability, or (e) takes a leave of absence from Vendor for illness or under the Family and Medical Leave Act (subparts (1) and (2) are collectively referred to as “Approved Reassignments”). Except for a replacement or reassignment of the Vendor Key Personnel due to the occurrence of an Approved Reassignment, Vendor shall not reassign or replace any Vendor Key Employee, if such reassignment or replacement would materially disrupt City’s operations, until the completion of any projects to which the Vendor Key Employee is assigned. No Approved Reassignment of a Vendor Key Employee shall occur without at least thirty (30) days prior written notice to City. If within one year from the Commencement Date, any Vendor Key Employee becomes incapacitated, disabled, takes a leave of absence, voluntarily terminates his/her employment with Vendor, is terminated or removed for cause by Vendor, or is transferred, reassigned or redeployed with the consent of City, within forty-eight (48) hours after the expiration of the thirty-day period referred to above (unless additional time is granted by City), Vendor shall replace such person with another person approved by City in accordance with Section 21.2 (Reassignment/Replacement of Vendor Personnel) below. Vendor shall not reassign or replace, of Vendor’s own volition, Account Manager in the first twenty-four (24) months of his/her assignment; provided, however, that nothing herein shall limit or restrict the Account Manager from resigning his/her employment with Vendor.

20.7 Succession Plans and Cross Staffing Required. Vendor shall maintain active succession plans for Vendor positions, including plans to effectively transfer knowledge from Vendor Personnel in the event that it becomes necessary to replace such Vendor Key Personnel. Upon termination or resignation of any Vendor Key Personnel, Vendor shall promptly provide written notice to City of such termination or resignation and identify potential suitable replacements in writing.

20.8 Remote Services. Vendor shall obtain the written consent of City prior to the use of any

remote (i.e., off-site) resources to perform Services under this Agreement. 21 REMOVAL AND REPLACEMENT OF VENDOR PERSONNEL

21.1 Removal of Vendor Personnel by City. Notwithstanding anything contained herein to

the contrary, if City believes that the performance or conduct of any Vendor Personnel employed or retained by Vendor to perform Vendor’s obligations under this Agreement (including Vendor Key Employee) is unsatisfactory or is not in compliance with the provisions of this Agreement, City shall so notify Vendor in writing and Vendor shall, at


Vendor’s cost, either promptly address the performance or conduct of such Vendor Personnel, or, at City’s request, and to the extent permitted by law, immediately replace such Vendor Personnel with another Vendor Personnel acceptable to City and with sufficient knowledge and expertise to perform the Services in accordance with this Agreement.

21.2 Reassignment/Replacement of Vendor Personnel. If: (1) Vendor is obligated to replace any Vendor Personnel as provided in Section 21.1 above (Removal of Vendor Personnel by City) above; or (2) Vendor wants to replace or reassign any of the Vendor Key Personnel, and either City consents to such replacement or reassignment, or City’s consent to such replacement or reassignment is not required as provided in Section 20.3 (Designation of Vendor Key Personnel) above, then: (3) the terms of Section 21.1 (Removal of Vendor Personnel by City) above with respect to City’s right to select replacement personnel for any Vendor Key Personnel shall apply; (4) the proposed replacement personnel shall be “qualified,” meaning that the proposed replacement personnel shall possess comparable experience and training as the Vendor Personnel to be replaced; and (5) as Vendor deems warranted, the replacement Vendor Personnel shall work with the replaced Vendor personnel during a mutually agreed transition period, and all costs and expenses associated with educating and training the replacement personnel shall be borne by Vendor. The City’s rights under this Section 21 shall not be exercised in an arbitrary or capricious manner, or with the intent of forcing a termination of this Agreement.

22 MINIMUM ON-SITE STAFFING LEVELS Beginning on the Commencement Date, Vendor will provide the on-site personnel in order to meet SLA standards and as outlined in Vendor’s Exhibit A – Scope of Work. After one (1) year and each anniversary following the Commencement Date of this Agreement, Vendor may propose to the City an alternative staffing model for provision of the Services at no additional cost or potentially at reduced cost. City agrees to evaluate such alternate staffing proposals in good faith, acknowledging the potential that such proposal, may enable Vendor to optimize its financial and delivery commitments under this Agreement. Vendor agrees that none of the Vendor Personnel or Vendor Shared Services Locations will be located outside of the United States.

23 MINIMUM PROFICIENCY LEVELS AND TRAINING FOR VENDOR PERSONNEL Vendor agrees that all Vendor Personnel assigned to perform Services under this Agreement must have experience in the areas for which they are responsible under this Agreement and will receive no less than forty (40) hours of professional training by Vendor in each and every year of the Term of this Agreement. All costs and expenses associated with providing, equipping, training and retaining Vendor Personnel and other staff is included within the Fees payable by the City for the Services rendered by Vendor under this Agreement. In the event that, as a result of the actions or inaction of any member of the Vendor Personnel (including Subcontractors), additional work is required to perform the Services under this Agreement, Vendor shall perform all such work at no additional charge to City. City shall not be required to pay for Services provided by any Vendor Personnel who does not possess the represented levels of experience and expertise. In the event that, as a result of the actions or inaction of any member of the Vendor Personnel (including Subcontractors), additional work is required to


perform the Services under this Agreement, Vendor shall perform all such work at no additional charge to City.

24 SUPERVISION AND CONDUCT OF VENDOR PERSONNEL

24.1 Vendor shall be responsible for the management, supervision and conduct of the Services performed by all Vendor Personnel assigned to provide Services under this Agreement, and shall direct and control the management of such Vendor Personnel. For Vendor Personnel, Vendor shall, at its own sole cost and expense: (a) determine and pay all applicable wages, salaries, benefits, taxes, exactions, including applicable sick leave, vacation leave, holiday pay, overtime and other premium pay; (b) provide welfare and retirement benefits, as it deems necessary or desirable; (c) comply with applicable tax laws and regulations, including income tax, social security and employment tax withholding laws and regulations; (d) comply with all applicable laws governing the employment relationship between Vendor and its Personnel, including laws, as applicable, relating to accommodation of disabilities, equal pay, provision of leave (e.g., FMLA, jury duty, etc.), unlawful discrimination, as well as wage and hour requirements; (e) comply with all workers’ compensation insurance coverage laws; (f) file all applicable reports with federal, state and local agencies and authorities as required by applicable Laws; and (g) maintain all required employment records, including the records specified in Section 20.2, above, personnel and medical files consistent with applicable Laws and customary business practices.

25 INSURANCE.

Vendor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder and the results of those Services by the Vendor, its agents, representatives, employees or subcontractors. Coverage shall be at least as broad as:

25.1 Workers’ compensation insurance as required by law for the protection of its Personnel during the progress of the work. Vendor understands it is an independent contractor and not entitled to any worker's compensation benefits under any City program.

25.2 Comprehensive general liability insurance or commercial general liability insurance written on an occurrence basis, providing for a combined single limit of $1 million for bodily injury, death and property damage. If a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit.

25.3 Business automotive liability insurance covering all owned, non-owned and hired

automobiles providing for a combined single limit of $1 million for bodily injury, death and property damage. If Vendor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described in Section 25.2. If the Vendor or Vendor’s employees will use personal automobiles in any way in performing Services, Vendor shall provide evidence of personal automobile liability coverage for each such person.


25.4 Each policy of general liability and automotive liability shall provide that the City, its officers, agents and employees are declared to be additional insureds under the terms of such policies, but only with respect to the Services performed by Vendor under this Agreement. A policy endorsement to that effect shall be provided to the City along with the certificate of insurance, which endorsement shall be on a form acceptable to the City’s Risk Manager. In lieu of an endorsement, the City will accept a copy of the policy(ies) which evidences that the City its officers, agents and employees are additional insureds as a contracting party.

25.5 Vendor shall maintain during the life of this Agreement professional liability insurance

covering errors and omissions arising out of Vendor’s performance of this Agreement in the amount of $1,000,000 per claims basis made. Vendor agrees to keep such policy in force and effect for at least two (2) years from the date of completion of this Agreement or shall provide a two (2) year extended reporting period from the date of completion of this Agreement.

25.6 The insurance policies maintained by Vendor shall be primary insurance and no

insurance held or owned by City shall be called upon to cover any loss under the policy. Vendor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.

25.7 Before Vendor performs any work or prepares or delivers any materials, Vendor shall

furnish certificates of insurance and endorsements, as required by the City, evidencing the aforementioned commercial general liability and automotive liability insurance coverages, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) Business Days prior written notice to City.

25.8 Except for professional liability insurance coverage that may be required by this

Agreement, all insurance maintained by Vendor shall be issued by companies admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A- or better and Class VII or better by the latest edition of Best's Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in the State of California so long as such insurer possesses the aforementioned Best’s rating.

25.9 Vendor shall immediately notify the City if any required insurance lapses or is otherwise modified and shall require renewal or replacement certificates of insurance showing required insurance is currently maintained. Alternatively, the City may procure insurance or self insure the risk and charge Vendor for such costs and any and all damages resulting there from, by way of set-off from any sums owed Vendor.

25.10 Vendor agrees that in the event of loss due to any of the perils for which it has agreed to

provide insurance, Vendor shall look solely to its insurance for recovery. Vendor hereby grants to the City, on behalf of any insurer providing insurance to the Vendor with respect to the services of Vendor herein a waiver of any right to subrogation which any such insurer of said Vendor may acquire against the City by virtue of the payment of any loss under such insurance.

26 COMPLIANCE WITH CITY RULES


In performing the Services and while on any City facility or property, Vendor Personnel shall: (a) conduct themselves in a businesslike manner; and (b) comply with the City Personnel Manual and Administrative Manual (“City Rules”). City Rules, and additions or modifications thereto, may be communicated orally or in writing to Vendor or Vendor Personnel or may be made available to Vendor or Vendor Personnel by conspicuous posting at a City Site, electronic posting or other means generally used by City to disseminate such information to its Personnel or contractors. Vendor shall be responsible for the promulgation and distribution of City Rules to Vendor Personnel to the extent necessary and appropriate. Notwithstanding the foregoing, nothing in this Section 26, or any other provision of this Agreement, shall provide or grant to Vendor or any of its officers, directors, employees, agents, subcontractors, or independent contractors, any rights under the City Rules.

27 TURNOVER RATE AND DATA FOR VENDOR ON-SITE PERSONNEL To ensure consistency of Services delivery and minimize Vendor Personnel learning curves, Vendor shall make reasonable efforts to minimize the turnover in Vendor Personnel not to exceed twenty percent (20%) per contract year. If City determines that the turnover rate of the Vendor Personnel is unacceptable and so notifies Vendor, Vendor shall within ten (10) Business Days: (i) provide City with data concerning Vendor’s turnover rate; (ii) meet with City to discuss the reasons for the turnover rate; and (iii) submit a proposal for reducing the turnover rate for City’s review and written approval. Notwithstanding any transfer or turnover of Vendor on-site Personnel, Vendor shall remain obligated to perform the Services without degradation and in accordance with the Service Level Agreements and the other terms and conditions of this Agreement.

28 ELECTRONIC INCIDENT REPORTING For purposes of this Agreement, “Electronic Incident” means any unauthorized action by a known or unknown person which, if successfully completed, attempted, or threatened, could reasonably be considered one of the following: an attack, penetration, denial of service, disclosure of Proprietary or Confidential Information, misuse of system access, unauthorized access or intrusion (hacking), Virus intrusion, scan of the Systems, networks, technology, content or websites of City (or another City Authorized User) or Vendor (or its Affiliates or Subcontractors), or any other activity that could adversely affect Proprietary or Confidential Information. Vendor shall report to City all known or suspected Electronic Incidents. If an Electronic Incident occurs, Vendor shall as soon as possible notify City and provide the following information, to the extent known to or ascertainable by Vendor: the nature and impact of the Electronic Incident; actions already taken by Vendor; Vendor’s assessment of immediate risk; and corrective measures to be taken, evaluation of alternatives and next steps. Vendor shall continue providing appropriate status reports to City regarding the resolution of the Electronic Incident and prevention of future such Electronic Incidents. In consultation with Vendor, City may, in its reasonable discretion, require that Vendor’s ability to access, process, or store City Proprietary or Confidential Information be suspended, connectivity with Vendor be terminated, or other appropriate action be taken pending such resolution, provided that upon any such action by City, Vendor shall be relieved of its obligations under this Agreement to the extent it is unable to perform under such circumstances and so notifies City at the time of such suspension by City. 29 REDUCTION IN COSTS OF SERVICES DELIVERY


The Parties shall work together throughout the Term to identify ways of achieving reductions in the cost of Services delivery and corresponding reductions in the Fees to be paid by City by modifying the delivery and performance mechanisms for the provision of the Services without impacting the Service Level Agreements or Vendor’s other responsibilities under this Agreement. If requested by City and at a minimum at least once each Contract Year commencing not later than sixty (60) calendar days prior to the commencement of a Contract Year (except for the first Contract Year), Vendor shall prepare a written proposal at a level of detail sufficient to permit City to make an informed business decision identifying all viable means of achieving the desired reductions without adversely impacting objectives or requirements identified by City, or, if such adverse impacts cannot be avoided, identifying such adverse impacts in accordance with Section 6 (Change Management). Each year during the Term, Vendor commits to using its best efforts to reduce the Fees and the costs of Services delivery.

30 INCIDENTAL EXPENSES

Vendor acknowledges that, except as expressly provided otherwise in this Agreement, expenses that Vendor incurs in performing the Services (including clerical, administrative, insurance, management, travel and lodging, document reproduction and shipping, desktop Equipment and other office Equipment required by Vendor Personnel other than furniture and equipment provided by the City pursuant to Section 4.1 of this Agreement) are included in Vendor’s charges and rates set forth in this Agreement. Accordingly, such Vendor expenses are not separately reimbursable by City unless City, in its sole discretion, has agreed in advance and in writing to reimburse Vendor for the expense, and those expenses comply with City’s then-current expense policy.

31 INDEMNIFICATION

31.1 To the fullest extent permitted by law, Vendor agrees to indemnify, defend and hold the

City, its City Council and each member thereof, and the officers, employees and representatives of the City (herein referred to collectively as the “City Indemnitees”) entirely harmless from all liability directly arising out of:

31.1.1 Any and all claims under worker’s compensation acts and other benefit acts with respect to Vendor Personnel or a Subcontractor’s Personnel arising out of Vendor’s work under this Agreement; and

31.1.2 Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default or omission of Vendor, or person, firm or corporation employed by Vendor under this Agreement, including all damages due to loss or theft sustained by any person, firm or corporation including the City Indemnitees, or any of them, arising out of, or in any way connected with the Services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage, to the extent caused by the active negligence or willful misconduct of City. Vendor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the City Indemnitees on any such claim or liability covered by this subsection 31.12, and shall pay or satisfy any final judgment that may be rendered against the City Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subsection 31.12.


31.2 Except for the City Indemnitees, the indemnifications provided in this Agreement shall

not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory or designated City Indemnitee to this Agreement.

31.3 Vendor shall not be responsible for (and such indemnity shall not apply to) any willful misconduct, negligence or breach of this Agreement by the City.

31.4 The foregoing indemnity shall survive termination of this Agreement.

32 LIMITATION OF LIABILITY In no event shall either Party to this Agreement be liable to the other Party hereunder for any reason whatsoever in an amount exceeding Three Million Dollars ($3,000,000), in the aggregate, with regard to any and all claims or causes of action arising from or in any way related to (i) this Agreement, (ii) any goods or services provided pursuant to or in connection with this Agreement, (iii) the use, operation or implementation of any goods and services provided pursuant to or in connection with this Agreement, or (iv) any act or failure to act by any agent, employee, officer, director, Affiliate, subsidiary, consultant or adviser to any Party hereto in connection with or related to the performance by such Party hereunder. Under no circumstances will either Party to this Agreement be liable for any incidental, consequential, indirect, punitive or special damages arising out of or in connection with this Agreement, however caused and based on any theory of liability. The limitation set forth in this Section shall not apply with respect to damages attributable to the intentional torts, unlawful conduct, or gross negligence of a Party. Notwithstanding any other provision of this Agreement, in no event shall City be liable for punitive or exemplary damages awarded against Vendor arising out of or related in any to any claims of any type asserted against City or Vendor, or any third party, arising out of the acts or omissions of City or Vendor, or any of them, in performing this Agreement, or in any other way related to or arising out of this Agreement 33 DISPUTE RESOLUTION

33.1 Notification. In the event of a material breach or claim of breach in relation to or in

connection with this Agreement or any of the terms or conditions hereof, or any transaction hereunder including but not limited to either Party’s failure or alleged failure to comply with any of the provisions of this Agreement (hereinafter collectively the “Dispute”), the Parties shall first promptly provide in writing to the other a general written statement of their respective claims. This statement need not be complete and will not limit the claims of either Party in any further proceeding with respect to this Agreement. The statement shall indicate that it is the first statement of a formal dispute resolution process under this Agreement. If the Parties are unable to resolve the dispute within ten (10) Business Days of receipt of such written statement, the claimant may proceed as otherwise contemplated by this Agreement.

33.2 Internal Resolution Procedures.

33.2.1 Within five (5) Business Days of the time that one Party informs the other of a Dispute or within such longer period of time as the Parties may agree, the City IT Manager and Vendor’s Account Manager shall conduct a meeting to reach an


agreement to use their best efforts to either: (a) resolve the matter and set forth such resolution in writing, or (b) define the Dispute in writing, including a description of the position of each Party and the other projects and tasks which would be affected by the proposed resolution submitted by the City IT Manager and by the proposed resolution submitted by Vendor's Account Manager.

33.2.2 If the City IT Manager and Vendor’s Account Manager are unable to reach an agreement pursuant to Section 33.2.1, then within five (5) Business Days of such failure to agree, at least one knowledgeable representative of Vendor management and the City Manager shall meet at a mutually agreed upon location to attempt to reach a resolution of the matter in light of the description of the Dispute submitted by the Parties and further discussion among and between the Parties and their respective representatives.

33.3 Mediation Resolution Procedures. If the procedure set forth in Section 33.2 is unsuccessful in resolving the Dispute, the Parties may, upon mutual agreement, submit a Dispute to mediation by a third party, neutral mediator.. All mediator fees shall be equally shared by the Parties.

33.4 Performance During Disputes. Vendor shall be under the obligation to continue to provide Services to the City while the Parties are seeking to resolve any Dispute so long as the City shall continue to pay Vendor all Service Fees, both past due and as they come due, unless the Dispute relates to payment of a Service Fee (or some portion thereof) in which event the City may retain such disputed amount pending resolution of the Dispute.

33.5 Litigation. If any legal or equitable action or any mediation or arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged claim, dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party will be entitled to recover reasonable attorneys’ fees and other costs (including the fees and costs of experts) incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

34 WITHHOLD REMEDY In addition to, and cumulative of all other remedies in law, at equity and provided under this Agreement or this Section, in the event City reasonably believes Vendor is in default of a material duty or obligation under this Agreement and it fails to cure the default within thirty (30) days after receipt of written notice of default from City setting forth with specificity the nature of the default of a material duty or obligation and the requested remedy or cure, City may, without waiving any other rights under this Agreement, elect to withhold payments due to Vendor under this Agreement during the period beginning with the 31st day after Vendor’s receipt of notice of default and ending on the date that the default has been cured to the reasonable satisfaction of City. Vendor shall continue to provide the Services, so long as City pays Vendor at least fifty percent (50%) of the monthly invoice. Upon curing of the default by Vendor, City will cause the withheld payments to be paid to Vendor, without interest. Upon resolution of the claim, Vendor shall issue to City any applicable credit or reinstitute the disputed amount as an amount due within thirty (30) days from the final resolution of the dispute. Under no circumstances may City withhold Fees and charges which are overdue to Vendor for items not in dispute, nor may City offset such overdue Fees and charges against amounts to be legitimately withheld.


35 SECURITY AND REVIEWS

35.1 Information Security Review. During the Term, City may perform information security reviews on any Systems, Equipment, software, network(s) or facilities used by Vendor to provide the Services hereunder (“Reviews”). The Reviews may include physical inspection, external scan, internal scan, code review, process reviews and reviews of system configurations. The Reviews may be conducted, at City’s discretion and at City’s expense, by City or its designee(s). Vendor will not bring any claim otherwise permitted by any Laws which may provide a cause of action against City based upon Reviews permitted under this Section and conducted pursuant to the agreed upon scope and methodology. Should any Review result in the discovery of material security risks to the Systems, Equipment, software, network(s) or facilities used by Vendor to provide the Services, City shall promptly notify Vendor of such risks, and Vendor shall respond to City in writing within three (3) Business Days with Vendor’s plan to take reasonable measures to promptly correct, repair, or modify the applicable System, Equipment, software, network or facility to effectively eliminate such risks at no cost to City or the other City Authorized User. Upon approval by City, Vendor shall implement such plan as quickly as practicable. Should Vendor fail to take reasonable measures to remedy the identified risk, City may terminate this Agreement for cause effective immediately.

35.2 Benchmarking and Audits. Vendor shall reasonably cooperate with any benchmark or service audit conducted by City, provided that such audit shall be conducted at City’s expense. The results and reports of any benchmark or service audit shall be submitted by the benchmarker to the City IT Manager.

36 BILLING ADJUSTMENTS Vendor shall provide the City IT Manager with a monthly summary of credit and debit billing adjustments. The summary shall include, but not be limited to, the number and types of adjustments identified, the number of adjustments resolved and the number and types of adjustments that are outstanding. Vendor shall ensure that all billing debits and credits, including associated taxes, are distributed on the billing reports and the invoice and are shown at the proper hierarchy level. If an adjustment is found to exceed 20%, Vendor shall notify the City IT Manager before processing the adjustment to the billing report and the invoice. Vendor shall process all adjustments on the reports and invoice. In no event shall an adjustment result in a net increase to any Charge invoiced more than one hundred and twenty (120) days after the original invoice date for that Charge other than Fees that are the subject of a Dispute that is not resolved within one hundred twenty (120) days in accordance with Section 33.

37 CONFLICT OF INTERESTS Vendor represents and warrants to City that neither Vendor nor any of its Affiliates, nor any Vendor Personnel or Subcontractor, has accepted or shall accept anything of value based on an understanding that the actions of Vendor, any such Affiliates or any such Subcontractor or Vendor Personnel would be influenced thereby in connection with this Agreement. Vendor further represents and warrants that it has not given and will not give commissions, payments, kickbacks, gifts, lavish or extensive entertainment or other inducements to any City Personnel in connection with this Agreement at any time during the Term. Vendor also represents and warrants that, to the best of its knowledge, no


officer, director, employee, agent or representative of Vendor and/or any Subcontractor or Vendor Personnel has given any such payments, gifts, entertainment or other thing of value to any City Personnel prior to the Effective Date of this Agreement. Vendor further represents and warrants that no employee, official or member of City Council of City has or will have a pecuniary interest or benefit directly or indirectly from this Agreement and that it has not offered or given gratuities (in the form of entertainment, gifts or otherwise) to any employee, official or member of City Council of City with a view toward securing favorable treatment in the awarding, amending or evaluating the performance of this contract. For breach of any representation or warranty in this clause, City shall have the right to terminate this Agreement without liability and/or have recourse to any other remedy it may have at law.

38 INFORMATION FURNISHED TO CITY Vendor represents and warrants to City that all written information (including financial information) furnished to City prior to the Effective Date by or on behalf of Vendor in connection with this Agreement, including in the Vendor’s Proposal, and all the information made a part of this Agreement and any exhibits hereto is true, accurate and complete, and contains no untrue statement of a material fact or omits any material fact necessary to make such information not misleading.

39 PROTECTION OF CITY PROPERTY Vendor shall use reasonable care to avoid damaging existing buildings, equipment and vegetation on or about premises owned by, or under the control of, City. If Vendor’s failure to use reasonable care causes damage to any such property to the extent such damage was caused solely by Vendor, Vendor shall replace or repair the damage at no expense to City. If the Vendor fails or refuses to make such repair or replacement, Vendor shall be liable for the cost, which may be deducted from the Fees.

40 COMPLETENESS OF DUE DILIGENCE ACTIVITIES Vendor acknowledges that it has been provided with sufficient access to City Sites, information and personnel, and has had sufficient time in which to conduct and perform a thorough due diligence of City operations and requirements and City assets currently used by City (or its designated Third Party Vendors) in currently providing such services. In light of the foregoing, Vendor will not seek any adjustment in the Fees based on any incorrect assumptions made by Vendor in arriving at the Fees. 41 AUDIT, INSPECTION, AND EXAMINATION OF RECORDS

41.1 General. In order to fully realize its objectives, with advance written notice at

reasonable times and not more frequently than once per year, City must have full and free access to, and the right to audit and to make excerpts and transcripts from, any and all pertinent books, accounting records, documents, invoices, papers and the like of the Vendor or its subcontractors, or in the possession of the Vendor, regarding the Services provided under this Agreement to the extent the City deems necessary to ensure that City is paying only the amounts to which Vendor is properly entitled or for other purposes relating to the Agreement (“Contract Records”).

41.2 Contemporaneous Documentation. On an ongoing basis, Vendor must document the Services in sufficient detail for a qualified third party to understand the nature and scope of the Services. As requested by City from time to time, and at no additional charge to City,


Vendor shall make available to City for review a copy of all Vendor Proprietary Documentation required to enable City to fully utilize, as permitted under this Agreement, the Services, Vendor Equipment, Vendor Proprietary Tools, and Vendor Proprietary Software. Vendor shall update and maintain all Vendor Proprietary Documentation within thirty (30) days after a change in a previously documented process occurs unless otherwise agreed by the Parties in writing. If Vendor Proprietary Documentation is revised or supplemented, Vendor shall make available for review a copy of such revised or supplemental Vendor Proprietary Documentation to City on request and at no cost to City.

41.3 Contract Records. With respect to the performance of Services and as reasonably

needed to validate Vendor’s compliance with this Agreement, Vendor shall maintain complete and accurate Contract Records. Vendor shall retain Contract Records in accordance with City’s record retention policy, as modified from time to time and provided to Vendor in writing during the Term. Vendor also shall ensure that as part of its disaster recovery and business continuity obligations, Vendor will protect all Contract Records and ensure that they are fully and completely backed-up and recoverable in the event of a disaster.

41.4 Recordkeeping. Vendor shall maintain the Contract Records complying in all respects

with all applicable laws including transaction-level documentation, such as supporting invoices, purchase orders, bills of lading, tax returns, exemption certificates and other relevant documents, all as applicable laws require. Such records and books, and the accounting controls related thereto, shall be sufficient to provide reasonable assurances that: (a) transactions are recorded so as to permit the preparation of Vendor’s financial statements to maintain accountability for its assets; and (b) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Vendor shall retain and maintain accurate records and documents relating to performance of Services under this Agreement until the end of the Record Retention Period.

41.5 Self Audits. In addition to the audits authorized by City as set forth above, on an annual

basis, Vendor shall perform a self-audit of its business and operations to evaluate its compliance with the City Rules. The scope and nature of such audit shall be mutually agreed upon by the City IT Manager and the Vendor. The audit shall be initiated no later than the anniversary date of each Contract Year. Within sixty (60) days of the initiation of the self-audit, Vendor shall provide City with a written report outlining the results of the self-audit.

41.6 Third Party Audits. The City may be subject to regulation and audit by governmental

bodies, standards organizations, other regulatory authorities, or other parties to contracts with the City under applicable laws, rules, regulations, standards or contract provisions. If a governmental body, standards organizations, other regulatory authority, customer, client or other party to a contract with the City exercises its right to examine or audit the City’s books, records, documents or accounting practices and procedures pursuant to such laws, rules, regulations, standards or contract provisions, Vendor shall provide all assistance reasonably requested by the City in responding to such audits or requests for information (including allowing the City to conduct an audit pursuant to Section 41.1), and shall do so in an expeditious manner to facilitate the prompt closure of such third party audit or request.


42 SUBCONTRACTORS

42.1 Approval Required. City has relied, in entering into this Agreement, on the reputation of, and on obtaining the personal performance of, Vendor itself. Consequently, Vendor shall not perform or provide all or any portion of the Services through Subcontractors (including Affiliates of Vendor), including providers of hardware and software, without the prior written consent of the City IT Manager, which consent may be withheld by the City IT Manager in his sole discretion. Any attempt by Vendor to subcontract any performance, obligation or responsibility under this Agreement, without the prior written consent of the City, shall be null and void and shall constitute a material breach of this Agreement. Vendor shall ensure that each Subcontractor has obtained and maintains all licenses required in connection with the Services for which such Subcontractor is responsible.

42.2 Request for Approval. If Vendor desires to subcontract any portion of its performance, obligations or responsibilities under this Agreement, Vendor shall make a written request to City for written Approval to enter into the particular subcontract. Vendor’s request to City shall include: (a) the reason(s) for the particular subcontract; (b) a detailed description of the work to be performed by the proposed Subcontractor; (c) identification of the proposed Subcontractor and an explanation of why and how the proposed Subcontractor was selected; and (d) any other information reasonably requested by City. City will review Vendor’s request to subcontract and determine, in its sole and absolute discretion, whether or not to consent to such request on a case-by-case basis.

42.3 Subcontractor Agreements. All contracts between Vendor and its Subcontractors

entered into by Vendor after the Commencement Date exclusively or primarily for City must be materially consistent with the terms and conditions of this Agreement, to the extent such terms and conditions are relevant to the Services to be provided by the Subcontractor, and shall identify City as a direct and intended third party beneficiary thereof. City agrees that, in the event it (a) terminates any Service(s) then being performed by a Subcontractor under such Subcontractor’s contract with Vendor and is not obligated to pay a termination fee to Vendor; or (b) terminates any Service(s) then being performed by a Subcontractor pursuant to Section 42.4, it will not subsequently directly engage such Subcontractor to perform the Service(s) such Subcontractor had been performing for City under its contract with Vendor.

42.4 Vendor Obligations Remain Unchanged. Vendor shall remain responsible to City for any and all performances required under this Agreement by Vendor or its approved Subcontractors, including, but not limited to, the obligation to properly manage, supervise, coordinate and perform all work required under this Agreement and with respect to the Services, and no subcontract shall bind or purport to bind City or excuse Vendor from performance. Vendor shall manage and supervise the activities and performance of each Subcontractor and shall be jointly and severally liable with each such Subcontractor for any act or failure to act by such Subcontractor in connection with or related to the Services. If City determines that the performance or conduct of any Subcontractor is unsatisfactory, City may notify Vendor of its determination in writing, indicating the reasons therefor, in which event Vendor promptly shall take all necessary actions to remedy the performance or conduct of such Subcontractor or, subject to the terms of Section 21, replace such Subcontractor with another Third Party Vendor or with Vendor Personnel. Vendor shall be solely liable and responsible for any and all payments and other compensation to, and the


performance of, all Subcontractors and their officers, employees, agents and independent contractors. All agreements between Vendor and any Subcontractors shall include provisions at least as favorable to City as those contained in this Agreement. In no event shall Vendor be relieved of its obligations under this Agreement as a result of its use of any Subcontractors.

43 CITY REFERRALS AND AS A REFERENCE SITE City and Vendor agree that the Services provided by Vendor under the terms of this Agreement have the potential to be marketed to other municipalities and entities. City agrees, upon Vendor’s prior and reasonable request, to act as a reference site for Vendor in connection with the services provided under this Agreement, so long as such reference site visits do not tend to degrade performance of the Services. In this connection, City will, upon timely receipt of notice thereof, make its facilities and personnel reasonably available to Vendor as reasonably requested by Vendor to permit Vendor to provide site visits to current and prospective clients and to demonstrate any or all of the services provided by Vendor to City under this Agreement. City may unilaterally withdraw as a reference site in the City IT Manager determines, in his sole and absolute discretion, that event site visits are unduly burdensome and/or disruptive.

44 ADVERTISEMENT Vendor shall not use in its external advertising, marketing programs, or other promotional efforts any data, pictures, or other representation of City except on the specific written authorization in advance of the City IT Manager. Vendor will limit and direct any of its advertising on the City premises and shall make arrangements for such advertising through the City IT Manager. Vendor shall not install any signs or other displays within or without City premises unless in each instance the prior written approval of the City IT Manager has been obtained. However, nothing in this clause shall preclude Vendor from listing City on its routine client list for matters of reference.

45 GENERAL

45.1 Notices. Except as otherwise provided herein, all notices required under this Agreement

shall be in writing and delivered personally or by first class mail, postage prepaid, to each Party at the address listed below. Either Party may change the notice address by notifying the other Party in writing. Notices may be sent by either facsimile or U.S. Mail. Notices shall be deemed received upon receipt of same or within three (3) Business Days of deposit in the U.S. Mail, whichever is earlier. Notices sent by facsimile shall be deemed received on the date of the facsimile transmission.

If to Vendor: If to City: VENDOR REPRESENTATIVE CITY REPRESENTATIVE Andrew Salisbury Daniel Landon Prosum, Inc City of Rancho Palos Verdes 2321 Rosecrans Ave. Suite 4225 30940 Hawthorne Blvd. El Segundo, CA 90245 Rancho Palos Verdes, CA 90275

45.2 Waiver. Waiver of breach or failure to perform any provision of this Agreement shall

not be deemed a waiver of future performance nor shall it prejudice the waiving Party’s


right to require strict performance of the same provision or any other provision in the future. No term or condition of this Agreement shall be waived, modified or deleted except by an instrument, in writing, signed by the Parties hereto

45.3 Assignment. Except as otherwise provided in Subsection 45.3.1, Vendor shall

not assign, subcontract or otherwise transfer all or any part of this Agreement or funds to be received under this Agreement (collectively, “Assignment” or “Assign”) without first procuring the prior written approval of City (which approval will not be unreasonably withheld) subject to the terms, covenants, and conditions contained in this Agreement.

45.3.1 Exception. The foregoing prohibition on assignment shall not preclude Vendor

from assigning, with notice to City, this Agreement to an Affiliate, a corporation with which Vendor may merge or consolidate, or the purchaser of all or a material portion of the assets of Vendor; provided that prior to or concurrently with the effective date of any such transfer, the assignee executes and delivers to the City an instrument containing an express assumption of all of Vendor’s obligations under this Agreement.

45.3.2 Procedure. Should Vendor desire to enter into an Assignment, Vendor will request, in writing, City’s consent to the proposed Assignment at least thirty (30) days before the intended effective date of the proposed Assignment, which request will include the following: (a) full particulars of the proposed Assignment, including its nature, effective date, terms, and conditions; (b) a description of the identity, net worth, and previous business experience of the proposed transferee; (c) a complete business plan prepared by the proposed transferee; and (d) any further information relevant to the proposed Assignment that City reasonably requests. Within thirty (30) days after receipt of Vendor’s request for consent to the proposed Assignment together with all of the above required information, City will respond in writing by either (i) consenting to the proposed Assignment; or (ii) refusing to consent to the proposed Assignment on reasonable grounds which must be stated in the response. Vendor agrees that City may refuse its consent to the proposed Assignment on any reasonable grounds, and (by way of example and without limitation) Vendor agrees that it will be deemed reasonable for City to withhold its consent if any of the following situations exist or may exist: (a) the proposed transferee’s financial condition is inadequate to support all of the financial and other obligations of Vendor under this Agreement; (b) the business reputation of the proposed transferee is not reasonably acceptable to City; and (c) the proposed transferee is not likely to conduct its business under this Agreement of a quality substantially equal to that conducted by Vendor. Except as otherwise provided in Subsection 45.3.1, any purported Assignment without City’s prior written consent will be void and of no force or effect. A consent to one (1) Assignment by City will not be deemed to be a consent to any subsequent Assignment to any other party. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting must be approved by the City Council.


45.4 Conflicting Terms. In the event of any conflict between the body of this Agreement and any Exhibit to this Agreement, the body of this Agreement shall control over any conflicting provision in any Exhibit to this Agreement.

45.5 Governing Law. This Agreement shall be construed in accordance with and governed by

the laws of the State of California, excluding California’s choice of law rules, and any legal or equitable action or other proceeding relating to or arising under this Agreement shall be brought solely in the California Superior Court for Los Angeles County, which jurisdiction the Parties hereby expressly consent to.

45.6 Severability. If any part of this Agreement is found to be invalid by a court of competent jurisdiction, all other provisions shall remain in full force and effect and the provisions found invalid shall be enforceable to the maximum extent permitted.

45.7 Delays and Extensions of Time.

45.7.1 Neither Party shall be liable for any delay or failure to perform its obligations hereunder to the extent that such delay or failure is caused by a force or event beyond the control of such Party, including without limitation, war, embargoes, strikes, governmental restrictions, riots, fires, floods, earthquakes, acts of terrorism, or other Acts of God (the “Force Majeure”); provided that Vendor shall use its best efforts to assist the City in establishing necessary Services elsewhere, in the event of the occurrences of a Force Majeure which: 45.7.1.1 Materially prevents Vendor from providing any of the Services

for more than ten (10) Business Days, and Vendor has not successfully transferred the City's data processing to a backup facility under terms and conditions reasonably acceptable to the City, or

45.7.1.2 Causes the normal operations of the site to be interrupted for more than forty-five (45) days, and in the City's reasonable business judgment it is necessary to pursue alternative means of meeting the City's data processing needs. Vendor shall use its best efforts to assist the City in establishing necessary Services elsewhere. Any termination arising from such City decisions shall be a termination for convenience and Vendor shall be reimbursed for the costs of work performed up to the date of such termination, to include Transition costs.

45.7.2 Vendor’s sole remedy for delays outside its control, other than those delays that are caused by the City, shall be an extension of time. No matter what the cause of the delay, Vendor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Vendor’s control. If Vendor believes that delays caused by the City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the “not to exceed amount” absent a written amendment to this Agreement.


45.8 Vendor Representations and Warranties. In addition to any express agreements of Vendor contained herein, the following constitute representations and warranties of Vendor to City:

45.8.1 Power and Authority. Vendor has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. The individuals executing this Agreement on behalf of Vendor shall have the legal power, right and actual authority to bind Vendor to the terms and conditions hereof and thereof.

45.8.2 Requisite Action. All requisite corporate action has been taken by Vendor in connection with the entering into of this Agreement.

45.8.3 Validity. This Agreement shall be a valid, legally binding obligation of and enforceable against Vendor in accordance with its terms.

45.9 Non-Discrimination and Affirmative Action Program. The City is an equal opportunity employer and requires that Vendor comply with policies and regulations concerning equal opportunity. During the performance of this Agreement, Vendor agrees as follows:

45.9.1 Vendor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, national origin, ancestry, age, mental or physical disability or handicap, medical condition, or sexual orientation. Vendor shall ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex, marital status, national origin, ancestry, age, mental or physical disability or handicap, medical condition, or sexual orientation. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Vendor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

45.9.2 Vendor shall, in all solicitations and advertisements for employees placed by, or on behalf of Vendor, state that all qualified applicants will receive consideration for employment without regard for race, color, religion, sex, marital status, national origin, ancestry, age, mental or physical disability or handicap, medical condition, or sexual orientation.

45.9.3 Vendor shall cause the two immediately foregoing subsections to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

45.10 Compliance with Laws. Vendor shall be knowledgeable of and comply with all local, state and federal laws, rules and regulations which may apply to the performance of this Agreement (“Laws”). Vendor warrants and represents that all of its Personnel, including any and all prospective personnel hired to perform services for the City under this Agreement and the employees of any subcontractor retained by Vendor to perform a portion of the services under this Agreement, are and will be authorized to perform the services contemplated by this Agreement in full compliance with all applicable state and federal


laws, rules and regulations, including, but not limited to, the Immigration Nationality Act of 1952 (commencing with Section 1101 of Title 8 of the United States Code), and the Immigration Nationality and the Immigration Reform and Control Act of 1986 (commencing with Section 1324a of Title 8 of the United States Code), as amended. Vendor agrees to indemnify and hold the City, its officials, and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures, the City may sustain by reason of Vendor’s failure to comply with said Laws.

45.11 No Agency Conferred. Except as City may specify in writing, Vendor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Vendor shall have no authority, express or implied, to bind City to any obligation whatsoever.

45.12 Entire Agreement. This Agreement constitutes the entire agreement of the Parties.

No other agreement, representation, promise, warranty or statement, whether oral or written, pertaining to the work or Services to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both Parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the terms and conditions of this instrument and those in the bid or proposal of the Vendor, then this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith.

45.13 Acceptance of Service of Process. In the event that any legal action is commenced by the Vendor against the City, service of process on the City shall be made by personal service upon the City Clerk or in such other manner as may be provided by law. In the event that any legal action is commenced by the City against the Vendor, service of process on the Vendor shall be made by personal service upon the corporate agent for service of process identified in the records of the California Secretary of State or in such other manner as may be provided by law.

The Parties agree to and enter this Agreement as of the date first above written.

CITY OF RANCHO PALOS VERDES, municipal corporation

VENDOR, PROSUM, INC., a California corporation

City Signature: Printed Name: Title: ________ Date:

First Vendor Signature: Printed Name: Title: ________ Date:


APPROVED AS TO FORM: ____________________________ City Attorney

Second Vendor Signature: Printed Name: Title: ________ Date:


EXHIBIT A – SCOPE OF WORK AND FEES EXHIBIT B –SERVICE LEVEL AGREEMENTS EXHIBIT C – DEFINITIONS EXHIBIT D – PROSUM PROPOSAL (including Response to Proposal dated February 20, 2015 and Response to Clarification Document dated March 7, 2015) EXHIBIT E – CITY REQUEST FOR PROPOSALS DATED JANUARY 14, 2015


Exhibit A – Scope of Work

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TABLE OF CONTENTS

Executive Summary .............................................................................................................................................................................. 4

Current State ...................................................................................................................................................................................... 6

Desired State ..................................................................................................................................................................................... 6

Overview of Proposed Services .................................................................................................................................................. 8

Prosum Profile .................................................................................................................................................................................... 10 Client Profile ........................................................................................................................................................................................ 11

Core Business Proprietary Applications ............................................................................................................................... 11

Supported Infrastructure ........................................................................................................................................................... 12

Approach & Scope ............................................................................................................................................................................ 13

1. Service Transition ..................................................................................................................................................................... 14

2. IT Service & Support ............................................................................................................................................................... 19

3. Improvement Projects (Pool of Consulting Hours) ..................................................................................................... 27

Pricing & Terms .................................................................................................................................................................................. 29

Pricing ................................................................................................................................................................................................ 29

General Assumptions .................................................................................................................................................................. 29

Change Orders ............................................................................................................................................................................... 31

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EXECUTIVE SUMMARY

This Statement of Work – IT Services and Support is Exhibit A to the Information Technology Services Agreement by and between the City of Rancho Palos Verdes and Vendor, Prosum, Inc. (“Prosum”), effective May 18, 2015 (“Agreement”). This Statement of Work is subject to all of the terms, conditions and provisions of the Agreement. Except as otherwise provided in the Agreement, in the event of any conflict or inconsistency between this Statement of Work and the Agreement, the terms, conditions and provisions of the Agreement shall take precedence.

On January 14th, 2015, the City of Rancho Palos Verdes (“RPV”) released a request for proposals, which Prosum responded to on February 20th, 2015. This Statement of Work reflects information that was obtained throughout the proposal process as well as concessions that differ slightly from the solution that was included in the submitted proposal. Where this Statement of Work differs, notes are provided to indicate the change and rationale.

The RFP presented several organizational needs that were presently not being matched with their incumbent service provider.

Prosum has utilized its wealth of knowledge and experience in the industry to accomplish outstanding objectives for our clients, including many municipalities; achievements that have been recognized as extremely cost effective in this ever growing business. Prosum recognizes that the success of any engagement is close communication with the client, the ability and willingness to think outside the box and provide comprehensive, cost savings solutions that meet the needs of the client. Identifying the client’s needs and accommodating them is an area where Prosum excels, and we are prepared to continue these services for the City of Ranchos Palos Verdes so they can utilize leading edge technology with the ability to interface with a broad array of subject matter expertise, and to benefit from an experienced industry leader.

Throughout the term of this Agreement, Prosum will seek to maximize the use of the time and resources required by RPV by leveraging our current, experienced senior level team that has hands-on expertise, and is well versed in the goals and objectives of municipalities.

IT STRATEGY

•Align IT investments with needs & outcomes• Implement improvements at the direction of IT Manager

OPERATIONAL STABILIZATION &

STANDARDIZATION

•Routine maintenance•Comprehensive documentation•Reporting & analysis

HIGH TOUCH RESPONSIVE SUPPORT

•Onsite and remote user support•Access to varied skills sets and experience levels

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CURRENT STATE

As reported in the RFP, RPV’s current supported environment consists of 107 active users spread across 6 departments and 6 facility locations. Core IT service areas include 15 line-of-business applications, a complex server and network infrastructure including storage services, internet enabled voice and communication tools, and audio/visual systems.

Over the past 18 years the current IT services provider has been able to leverage their institutional knowledge of RPV to provide the support needed by the organization. However, recent organizational needs and changes to the management team have led to a gap in expectations and provided services.

THEMES PRESENT CHALLENGES IT Strategy − IT investments are not being leveraged to achieve return on investment through

productivity improvements or cost savings. IT Operations − Operations tools and technologies are not provided by the current IT service

provider, significant investments have been made by RPV to deliver these services for the growing infrastructure.

Responsive Support − Limited availability to escalation resources leading to extended resolution times and customer satisfaction issues.

DESIRED STATE

As was expressed in the RFP, RPV would like to partner with an IT Services firm that will assist with strategic IT planning and guidance, and ensure IT initiatives are in alignment with business drivers; including the evaluation and recommendation of new services such as hosted and cloud based services. The organization seeks to forge a more strategic, proactive approach to IT in order to garner a strong business return on their IT investments. In addition, RPV seeks to improve end user productivity and service levels through improved processes and operational models, and proactive support and infrastructure management.

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In an effort to address the goals defined, Prosum understands the desired outcomes of a future state support model include:

IT Strategy

− Assess the overall health of RPV’s IT environment, identify any immediate risks, and suggest and implement opportunities for improvement and provide technology guidance based on trends and insight.

− Assist IT Manager in crafting a preliminary IT Roadmap / Strategic Plan based on findings and requirements gathered.

− Support the evolution of IT as a strategic partner to the business

IT Operations

− Evaluate current IT operating environment and provide improvements to meet business objectives.

− Gain in-depth knowledge of the environment and assemble/create documentation. − Jointly establish the necessary processes to efficiently support the environment

moving forward resulting in improved network performance with minimal downtime.

Responsive Support

− Jointly determine the level of business dependence and alignment with IT and acceptable levels of IT support.

− Improve levels of support and responsiveness. − The ability for RPV to focus less on IT and more on their core business services.

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OVERVIEW OF PROPOSED SERVICES

This Statement of Work includes three separate components:

2015 MONTHLY FEE SCHEDULE

May ‘15 Jun ‘15 Jul ‘15 Aug ‘15

Sep ‘15 – Jun ‘19

Service Transition 25,050 25,050

IT Service & Support (basic services) 14,365 14,365 14,365 IT Projects (pool of hours) See below

TOTAL MONTHLY FEES 25.050 25,050 14,365 14,365 14,365

Service Transition will be treated as a project of $50,100 split over 2 (two) months prior to the beginning of the standard annual support agreement on July 1, 2015.

IT Projects (Pool of Hours) - RPV will issue a purchase order (“PO”) for $12,500 for a pool of Consulting Hours annually on July 1. Prosum will invoice RPV for these additional services hours as authorized by the City IT Manager as the hours are used. Hours will remain available for the entirety of the RPV fiscal year, any remaining unused hours will expire on June 30 of each subsequent year. This $12,500 pool of hours for additional consulting services is included in the ten percent (10%) contingency provided in Section 2 of the Agreement.

Service Transition

IT Service & Support

Improvement Projects

•Project to learn and document IT environment in order to provide ongoing services

•Monthly support retainer for onsite IT resources, operational maintenance activities, and responsive support.

•Projects initiated under the direction and approval of RPV IT Manager and escalations for services outside the scope of IT Service & Support

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IT Service & Support Fees (basic services) will remain consistent throughout the term of the Agreement, unless mutually agreed upon and executed with a written Change Order in accordance with the Agreement, and which may or may not be an increase or decrease in service delivery and/or fees.

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PROSUM PROFILE

Prosum, Inc. (Prosum) is a technology services company that builds lasting partnerships by giving our clients a competitive advantage in their marketplace through a unique combination of Business Consulting, Technology Solutions, Outsourcing and Resource Staffing. Prosum brings years of experience in providing enterprise infrastructure and managed support services utilizing proven and emerging Microsoft technologies as well as proven experience in delivering project based solutions on time and on budget.

Prosum’s consulting approach is based on the realization that business processes and their supporting applications and systems can only be fully understood, implemented, supported and improved by understanding their interdependencies. Our holistic approach is driven by understanding and aligning our clients’:

− BUSINESS VISION AND STRATEGY − IT VISION AND STRATEGY − TECHNICAL, ENTERPRISE, AND BUSINESS ARCHITECTURES − SERVICE ORIENTATED OPERATIONS

At a high-level, the approach is driven by an understanding of how the technical architecture supports the IT services provided to the business. This ensures that all IT service requirements are addressed in a comprehensive and well-planned manner allowing for efficient tactical day-to-day support along with long-term strategic direction for Information Technology as a whole.

Prosum employs over 200 dedicated IT Professionals and has a very diverse client base which includes small and medium sized to Fortune 100 clients, with no single client comprising greater than 10% of Prosum’s revenue. Having a broad client base contributes to Prosum’s stability and makes Prosum a dependable long-term IT partner.

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CLIENT PROFILE

CORE BUSINESS PROPRIETARY APPLICATIONS1

APPLICATION TITLE FUNCTIONAL AREA

ERP (Sungard/IBM) Finance

ADP Payroll (SaaS) HR / Payroll

Sungard Naviline Business Licensing

Accela Tidemark Code Enforcement

Accela Tidemark Community Dev Permitting

Excel (manually) Asset Management & Work Orders Public Works

EPM Project Management – Public Works

Laser Fiche Document Management

Cougar Mountain Denali Point of Sale (POS)

Active.net (SaaS) Facility Rentals & Activities

EOC (Incident Management) Emergency Management

System Center Configuration Manager (SCCM) Inventory Management

CoreLogic Parcel Data

CivicPlus Website, emergency notifications

Microsoft SharePoint Intranet portal

Granicus Video streaming for broadcasts

ESRI (GIS) GIS

1 For more details, please refer to the Appendix E (pages 65 – 67) in the RFP

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Should any of the above systems change, support will convert to the new system subsequent to a change order at no extra cost. Prosum will not be responsible for system conversion other than minor assistance with server creation, Microsoft configurations, client installations, etc. RPV is responsible for maintaining

maintenance support agreements.

SUPPORTED INFRASTRUCTURE 2

This Agreement includes comprehensive support for the components identified below:

DEVICE TYPE QTY VERSION Servers 30

3 1

Windows Servers (virtual) Physical Hosts (Hyper V) AS400 – hardware support by third party

Directory Services 2 Domain controllers Messaging 6 Exchange 2013 & Lync (phone) Database 4 SQL SAN / NAS 2 1 – Nimble, 1 - Equilogic Workstations 109

3 Windows 7/8 (Dell) Microsoft Surface Tablets

Networking FIOS 150 mbps up/down T1 backup Several connections at remote sites

Locations

Headquarters Rancho Palos Verdes, CA Facilities 5

2 For more details, please refer to the Appendix B and Appendix D (pages 57 – 58; 64) in the RFP

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APPROACH & SCOPE

MAY JUN JUL AUG SEP OCT NOV DEC

Provider Transition

Environment Assessment

IT Operations Standardization

IT Documentation

Business Technology Review

IT Service & Support

ON

Remediation (If Needed) & Other Projects

PR

OJE

CT

S

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1. SERVICE TRANSITION

RFP Section Transition Changes from RFP • Timeline adjusted to reflect detailed milestones that are needed to

successfully meet incumbent provider service termination on June 30, 2015.

• While transition from incumbent provider will be completed within 6 weeks, the complete service transition project will exceed 6 weeks.

Description Service Transition is comprised of the following major milestones: 1) Provider Transition

− Responsive support transfer − Operational configuration − Triage

2) Environment Assessment − Responsive support transfer

3) IT Operations Standardization − Service configuration − Service level standardization

4) Documentation 5) Business Technology Review

− Understand and document business requirements of IT − Capture organization priorities

Service Type Fixed Bid Project: Costs will be prorated and invoiced equally over a 3 month period. Basic work breakdown structure provided in Scope.

Outcomes/Deliverables 1) IT health check scorecard 2) Service Level Standardization 3) Documentation 4) IT Project and Investment Roadmap

Assumptions • IT Service & Support Agreement and Assigned Onsite Resources will go into effect on July 1, 2015.

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1.1 SCOPE

Task Title Estimated Hours Provider Transition 212 DELIVERABLE: RPV Overview Spreadsheet 6 Change passwords, lock down network & systems, etc. 4 Create SharePoint Portal 2 Customer Care Knowledge Transfer 16 Physical Access 2 Best Effort Triage of Stability Failures 80 Stability Checklist 4 Exit interview 4 Autotask Contact Import 2 Deploy Kaseya 12 Meetings – RPV 60 Meetings – Internal 24 Environment Assessment 88 DELIVERABLE: IT Scorecard 20 Physical Environment Assessment 40 Network Discovery Rapid Fire 6 Backup Assessment 2 Baseline Kaseya Reporting 4 Meetings – RPV 12 Meetings – Internal 4 Operational Configuration 62 Licensing Report 2 AV/AM Review/Deployment 16 AutoTask Workflow Configuration 8 Kaseya Configuration 16 Patch Maintenance Configuration 10 Meetings – RPV 8 Meetings – Internal 2 Business Review 23 DELIVERABLE: Findings, Recommendations, and Roadmap 8 Survey 2 Stakeholder Interviews 8 Analysis 2 Meetings – RPV & internal 1

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Meetings – Internal 2

Environment Documentation 114 DELIVERABLE: Binder 8

Websites 2

Phone System 8

Vendors 24

Licensing 12

LOB Applications 8

Directory Services 4

Network 4

Messaging 4

Remote Access 4

Backups 2

Diagrams 16

Workflows 12

Meetings – RPV 4

Meetings – Internal 2

TOTAL PROJECT HOURS 503

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1.2 OUTCOMES

1.2.1 IT HEALTH CHECK SCORECARD

This document will provide information on your core IT systems and your physical environment. For each area evaluated, the report will document:

→ The current state of the environment. → A health rating and any areas of high risk. → A list of recommendations for improvements, including but

not limited to improvements, architectural changes, colocation or cloud services, or disaster readiness planning.

→ Any risks associated with not performing the improvements. → Rough cost estimates may be provided for services or

improvements that are not included within the Scope of IT Service & Support.

1.2.2 SERVICE LEVEL STANDARDIZATION

Service Level Standardization establishes a common understanding about services, priorities, responsibilities, guarantees, and warranties. While most service level expectations were communicated within the RFP, Prosum reserves the right to review and negotiate SLA’s and OLO’s based on a deeper understanding of RPV’s environment. Revisions may be requested based on levels of availability, serviceability, performance, operation, or other attributes of the service.

1.2.3 DOCUMENTATION

Prosum provides comprehensive documentation of your environment. A master repository will be maintained and all documentation will be updated on a semi-annual basis. RPV has existing tools where documentation may be stored and shared. However, in order to provide efficient responsive services, there are some Prosum tools are required to be maintained.

As was outlined in the Response to Clarifications document presented on March 7, 2015, the following outlines expected shared use of Prosum tools and opportunities to leverage RPV existing technologies for like services.

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We utilize our systems, tools, & processes when:

− It meets our customers’ requirements & expectations

− It allows for repeatable, standardized outcomes

− It provides improved productivity

We utilize custom or specialized systems, tools, & processes when:

− Customer requirements exceed capabilities of Prosum standards

− Isolation of information is necessary − Productivity & customer satisfaction can be

maintained

Repository Purpose RPV Access

AutoTask

Professional Services Automation (PSA) tool which includes our service desk tools (ticketing), change management, project management, scheduling, etc.

− A login to our secure Client Access Portal website to submit tickets, monitor ticket status, run reports, etc.

− Weekly or monthly ticket reports. This can be provided in raw format (CSV file or similar).

SharePoint Store RPV documentation such as

network diagrams, as-built documentation, project plans, etc.

− Will primarily utilize the RPV’s SharePoint site to store all such information, and will make a copy of the relevant documents to Prosum’s SharePoint as needed.

SecretServer

Encrypted enterprise password management server for storage of sensitive information such as passwords.

− Prosum will provide the RPV IT Manager with access to view the RPV’s password list. Upon request, Prosum can export the RPV’s password list, store it in an encrypted file, and provide it to the RPV IT Manager.

Asset Management

Will defer to RPV asset management process and tool.

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2. IT SERVICE & SUPPORT

RFP Section Statement of Work and Service Level Agreements Changes from RFP • Assigned onsite resources modified from 2 assigned onsite

personnel for all working days to: o 1 dedicated Helpdesk Analyst 5 days/week, 8 hour per day o 1 rotating Support Engineer and/or Senior Engineer 2

days/week, 8 hour per day o Scheduled during standard RPV operating hours, Tuesdays

until 8:00pm. Description IT Service & Support outsourcing has 3 main components:

1) Proactive Support − Monitoring − Maintenance & Administration

2) Responsive Support − Incident management

3) Advisory Services − Reporting & analysis − Planning & road mapping

Service Type Standard Monthly Fee: Costs are established based on the requested assigned onsite resources and the estimated work effort required to meet Service Level Agreements dictated in the RFP (Section 5 Statement of Work and Service Level Agreements)

Outcomes/Deliverables 1) Monthly Reporting 2) Semi-Annual Roadmap Review

Assumptions • 10% growth annually is included within the scope of services. Growth that exceeds 10% will require a reevaluation of scope and fees.

• Assigned Onsite Resources will spend no more than 75% of their working hours supporting RPV, tracked on a monthly basis.

• Assigned Onsite Resources will resolve at least 50% of RPV reported incidents/tickets.

• Assigned Onsite Resources will be allocated 10-15 personal time off days annually, depending upon their tenure. Scheduled leave will be coordinated with RPV IT Manager prior to approval. During these periods, Prosum will work jointly with RPV IT Manager and provide a replacement resource.

• In the event of an emergency situation, Assigned Onsite Resources may be temporarily reassigned to another Prosum client and will not exceed more than 4 hours for the day, or 16 hours in any one month and will not interfere with pre-scheduled assignments like meeting setups or other appointments.

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2.1 SUPPORT TEAM

2.1.1 ACCOUNT OVERSIGHT

Prosum will provide RPV with an Engagement Manager or Site Lead who will work closely with the RPV IT Manager to ensure that RPV’s IT needs are met. This person will act as the RPV IT Manager’s single-point-of-contact for all issues related to Prosum’s service delivery, and will be accountable for the continuous improvement of Prosum services by providing best practice solutions, recommend upgrades and changes, and closely monitor Prosum’s adherence to RPV’s Service Level Agreements (“SLA’s”).

2.1.2 ASSIGNED ONSITE RESOURCES

Due to the demands of the user group, RPV has requested resources be specifically assigned to perform their daily work from within the RPV headquarters. These resources will primarily be dedicated to perform proactive and responsive support for RPV, yet they can perform work at the direction of the RPV IT Manager within the confines of the assumptions.

2.1.3 REMOTE AND SHARED RESOURCES

As part of the monthly support agreement, Prosum will provide a shared pool of remote IT support staff that work in concert with the onsite staff to maintain the IT infrastructure at or above end user expectations. Prosum has found that our offering allows clients to enjoy the best of both worlds, receiving not only the personal touch of on-site support but also the efficiencies of remote support in addition to industry subject

Remote/Shared Resources

Assigned Onsite Resources

Account Oversight Site Lead

Helpdesk Analyst

(5 days/week)

Customer Care (Helpdesk)

Support Engineer

(2 days/week)

Sr. Engineers Architects (SMEs)

Operations Manager

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matter expertise. The result is an extremely stable IT operating environment with fast incident response ensuring end user satisfaction.

2.2 PROACTIVE SERVICES

We proactively update and manage all your computers and servers remotely including weekly patching of workstations and monthly patching of servers. Patching will take place as un-intrusive as possible. Prosum also monitors and ensures the backups occur consistently and successfully. Every aspect of your infrastructure is monitored and issues can be spotted and fixed before they can cause any type of problem.

Approach and activities related to proactive services were outlined in Section 5.1.3 System Administration, 5.1.4 Voice and Communication Services, 5.1.5 Network, Cabling, and Wireless Services, and 5.1.6 Website Technology Service of the RFP response including the RPV’s outlined planned upgrades at no additional cost.

2.2.1 SCOPE

Type of Operation Operating Level Objectives SERVER SERVICES

Server Administration

Full support. Provide server administration services including maintenance of supported operating system, applications such as database, messaging, web, and their associated hardware, and software. Upgrades to hardware and systems as planned and scheduled within the confines of scheduled hours and assumptions.

System Backup Full support. Ensure successful backup of critical data on all supported servers per client retention policies.

Configuration Management Full support. Provide configuration management, including minor upgrades and security patches (Windows, Anti-Virus, Malware).

Server Monitoring Full support. Monitoring and alerting of incidents, event logs, performance, capacity, uptime, and security (Anti-Virus, patch management). Reports generated and reviewed with RPV at regular intervals.

Website Monitoring

Limited level of support. Monitoring and alerting of incidents, event logs, performance capacity, uptime, and security. Specific examples of supported services are outline in Section 5.1.6 Website Technology Services within the RFP response.

DESKTOP SERVICES

Desktop Administration

Full support. Provide desktop administration services including maintenance of supported operating system and their associated hardware, and software. Upgrades to hardware and systems as planned and scheduled within the confines of scheduled hours and assumptions.

Configuration Management Full support. Provide configuration management, including moves, adds and changes, minor upgrades and security patches (Windows, Anti-Virus, Malware).

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Desktop Monitoring Full support. Monitoring and reporting of security services such as anti-virus, anti-malware, and patch management. Reports generated and reviewed at regular intervals.

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NETWORK SERVICES

Network Administration Full support. Provide network administration of all RPV network equipment such as switches, routers, firewalls, WAPs, cameras and other security devices.

Configuration Backup Full support. Ensure successful backup of configuration on all supported network devices.

Configuration Management Full support. Provide configuration management, including moves, adds and changes, minor updates and patches.

Network Monitoring Full support. Monitoring and alerting of logs, performance, uptime and security. Reports generated and reviewed with RPV at regular intervals.

APPLICATION SERVICES Microsoft Core Full support. Provide administration services including maintenance and

support of Microsoft core applications such as Exchange, SQL, Lync, etc. Provide configuration management, including moves, adds and changes and security patches and service packs. Upgrades to systems as planned and scheduled within the confines of scheduled hours and assumptions.

Line of Business (LOB) Limited level of support. Prosum is not responsible for any proactive support or upgrades to LOB applications but will provide intermediary services by working with the application vendor on the RPV’s behalf.

ASSET AND CONTRACT MANAGEMENT

Asset Tracking Full support. Provide RPV periodic asset tracking reports of all IT related

hardware and software (servers, workstations, network devices). Moves, adds, changes and tagging of devices including A/V and other peripherals).

Software Licenses

Full support. Manage software licensing in a central location to ensure the RPV is current and provide information for renewals and budgeting. RPV is responsible for maintaining all valid hardware & software licensing & maintenance agreements.

Contracts Not supported. RPV IT Manager will manage all contracts and expirations and will notify Prosum of changes.

DOCUMENTATION

Documentation

Full Support. Environment and process documentation is to be in electronic format and updated once per quarter in the RPV documentation library. Documentation includes, but is not limited to, network diagram, remote access information, server and application inventory, vendor contact matrix, website, email, and technical instructions.

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2.3 RESPONSIVE SUPPORT

With Prosum’s Integrated Managed Services, you have unlimited access to Responsive Support in the event of an issue or a support request. All responsive support requests are tracked through our ticketing system. This allows us to track common issues and their resolutions and manage to the operating level objectives. This information drives the proactive reporting and trend analysis.

Approach and activities related to responsive services were outlined in Section 5.1.2 Helpdesk Desktop Support Services of the RFP response.

2.3.1 SCOPE

Type of Operation Operating Level Objectives SERVER SUPPORT

Server Diagnosis

Full support. Triage, troubleshoot and resolve issue. Escalate to hardware / software vendor for issues not able to resolve. If complete hardware failure, replace server hardware with OS and software and escalate line of business applications.

Server Replacement

Full support. Return the server to its state prior to the failure. In the event of server failure, install server operating system, restore data from backup and provide access and support to application vendors for additional application installation if required. Prosum will not proceed with any major upgrades (i.e. new server, upgrade of Exchange, etc.) until receiving written approval from RPV.

DESKTOP / LAPTOP SUPPORT

Desktop Diagnostics Full support. Triage, troubleshoot and resolve issue. Escalate to hardware / software vendor for issues not able to resolve. If complete hardware failure, replace desktop hardware.

Desktop Replacement

Full support. Return the desktop to its state prior to the failure. In the event of desktop failure, install desktop operating system, restore data from backup and jointly install and configure applications with support vendor. Assigned Onsite Resources can be leveraged for workstation replacement, OS upgrades, and application deployments within the confines of the Assumptions.

Mobile Phones / Tablets (iPads, etc.)

Limited level of support. Prosum will support the email provisioning and access management related requirements as well as troubleshooting for RPV’s employee mobile devices. Hardware support will be provided by the mobile device vendor and it’s the user’s responsibility to contact the vendor for additional resolution or replacement.

Printer / Copier / Scanner / Fax / Phone

Limited level of support. Provide initial issue diagnosis as well as network and access management support only. All other issues including hardware will be escalated to the appropriate vendor for resolution.

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NETWORK SUPPORT

Network Device Diagnosis Full support. Triage, troubleshoot and then escalate to the vendor for issues not able to resolve. If complete hardware failure, replace network device.

Network Device Replacement

Full Support. Return the device to its state prior to the failure. In the event of network device failure, install new device, restore configuration from backup and provide access and support. A complete network re-design is excluded from this scope of services, but modifications to configurations and devices are acceptable within assumptions.

Telephone Network

Limited level of support. Prosum will support the management of the Lync telephone system, switches, desktop sets, etc. This includes documentation, software/firmware upgrades, moves/adds/changes, troubleshooting basic problems, etc. Prosum will maintain ownership of the Microsoft Lync system. If necessary, Prosum will partner with a third party phone services company to support advanced issues and major upgrades.

Website

Limited level of support. Prosum will provide support for minor modifications to website content. This includes documentation, moves/adds/changes, troubleshooting basic problems, etc. Prosum will work closely with the contracted vendor responsible for the website to support advanced issues and major upgrades.

APPLICATION SUPPORT

Microsoft Core Diagnosis Full support. Triage, troubleshoot and resolve issues for Microsoft core applications such as Active Directory, Exchange, SQL, SharePoint, etc. Escalate to application vendor for issues not able to resolve.

Line of Business (LOB) Diagnosis

Limited level of support. Provide initial issue diagnosis and then provide intermediary services by working with the application vendor on RPV’s behalf.

Application Replacement

Limited level of support. Return the application to its state prior to the failure by leveraging the application vendor for application installation / configuration. Assigned Onsite Resources can be leveraged for workstation replacement, OS upgrades, and application deployments within the confines of the Assumptions.

HELP DESK TELEPHONE SUPPORT

Customer Care Line

End users will have unlimited access to the Prosum customer care toll free line during operating hours for all incident priority levels. The hours of operation are from 6:00a to 6:00p PST with an on-call engineer rotation covering after hours support for emergency requests (P1 and P2) only. Non-emergency requests will be addressed on the next business day.

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2.4 ADVISORY SERVICES

RPV’s assigned Site Lead provides advisory services for IT operations and will assist the IT Manager and your leadership team to make the right IT strategy and spending decisions. We utilize our extensive enterprise and municipality experience and our exposure to the latest industry trends to bring innovative ideas to the table that will help your business be more productive, be more competitive, and save you money.

2.4.1 SCOPE

Type of Operation Operating Level Objectives IT OPERATIONS

Annual Technology Roadmap Jointly create an annual IT project and investment roadmap alongside RPV IT Manager.

System Enhancement and Upgrade Planning

Full support. Assist the business units with major line of business system enhancements planning, coordinate with vendors, and provide cost estimates. Major LOB application releases will be completed by the application specific vendor. Assigned Onsite Resources can be leveraged for workstation replacement, OS upgrades, and application deployments within the confines of the Assumptions.

Procurement services Provide recommendations and competitive quotes through 3rd party providers for required hardware and software

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3. IMPROVEMENT PROJECTS (POOL OF CONSULTING HOURS)

RFP Section Pool of Consulting Hours Changes from RFP • None Description Use of consulting services for the implementation of an improvement

project. Service Type Annual Retainer: ~100 hours of services that are outside of the scope of

the IT Service and Support (basic services) portion and cost of this Agreement.

Outcomes/Deliverables Specific to each engagement Assumptions • RPV will issue Prosum a PO for $12,500 in each fiscal year for

consulting hours to pool from throughout the year. RPV will authorize these hours in advance and will pay for these hours as used.The hours will expire at the end of each year. Hours will be billed at the rates set forth in Section 3.1, Rate Table.

• Escalation support not provided by Prosum resources for some Proactive and Responsive tasks that Prosum must pay for using a third part vendor, which fall under Limited level of support within the respective Scope, may be billed from the additional service PO at the cost paid by Prosum upon approval from the RPV IT Manager provided that the total number of hours is more than 10 / year. Prosum will coordinate and receive approval from RPV prior to escalating such work.

As was documented in the Response to Clarifications document presented on March 7, 2015, the following outlines examples of services that are within and outside of the scope of the IT Service & Support agreement.

Scope of Services Requested

Examples Prosum Scope of

Services Proposed T1 - Help desk

staff for day to day operations

− First level triage of all support issues, business system triage

− Printer problems, changing email lists, adding users, assist with peripherals

− Meeting setups, issue laptops for travel, mobile device setup

− Minor computer problems or software questions or issues

− Included in scope

T2 - Staff to work on minor upgrades

− Adding pictures to Lync/Exchange/SharePoint − Set up controller for new access points and

install the access points (cabling needed)


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− Configure new/different telephones for power telephone users

T3 - Staff available for escalation

− Install certificates on Exchange and Lync − Add remote site VPN connection to City Hall


Vendor Escalation − Lync telecommunications − Line of Business application issues outside of

standard usage (upgrades, major outages)

− 10 hours/year paid by Prosum included in scope

− Vendor support agreements required

3.1 RATE TABLE (ADDITIONAL SERVICES NOT INCLUDED IN BASE SERVICES)

Possible Positions Hourly Rate After Hours Hourly Rate

IT Manager Systems Administrator $125 $156

Operations Manager Data Base Administrator Systems Analyst – Technical Sr. Project Manager Lync Engineer

$175 $219

Solutions Architect Lync Architect $225 $281

Security Architect $250 $313 Project Manager Programmer/Analyst Network Engineer Systems Engineer

$150 $188

Systems Analyst - Business $200 $250 Support Engineer $75 $94 Help Desk Analyst $50 $63 Help Desk Engineer $65 $81

3.2 SCOPE

Individual Scopes of Work will be created for any major projects.

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PRICING & TERMS

PRICING

SERVICE TRANSITION Date of Service Date May 18, 2015 Total Contracted Cost $50,100 (one time – project) Payment Terms $25,050/month for May and June 2015

IT SERVICE & SUPPORT (BASE SERVICES) Date of Service Date July 1, 2015 Total Contracted Cost $172,380 (annual maximum) or $689,520 (maximum for 48 consecutive

months) Payment Terms $14,365/month for maximum of 48 consecutive months

IMPROVEMENT PROJECTS / POOL OF CONSULTING HOURS (OUTSIDE SCOPE OF BASE SERVICES) Date of Service Date July 1, 2015 Total Contracted Cost $50,000 estimated Payment Terms $12,500 annual PO for each of the 4 years of the initial term (RPV only pays

for hours authorized by RPV IT Manager, on the Purchase Order and when used) These PO hours are subject to a ten (10) percent agreement maximum as identified in section 2 of the Agreement.

GENERAL ASSUMPTIONS

1. In order to achieve required SLA’s, all supported devices must meet minimum supportable standards. In the event that standards are not met, SLA’s requirements will be adjusted, but Prosum will continue to provide support services:

− Hardware must be under manufacturer’s warranty or be within 1 year of its expiration

− Software must be supported by the vendor

− Backups must be successful and meet the recovery objectives of the business

− Environmental controls for cooling and power

− Mobile devices must be in carrier-approved format (may not be ‘jail broken’ for cross carrier use)

2. The content of this document is based on information presented in the RFP released by RPV in January of 2015.

3. Prosum intends to support all desktop applications that are included in the standardized software image, as well as Microsoft enterprise applications such as Exchange, SQL and Lync. 3rd party application support will be limited, as discussed elsewhere in this Statement of Work. During Onboarding, the parties will agree upon and document a list of specific applications and applicable support responsibilities. Prosum will provide best effort for defined applications.

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4. Prosum will not pass along any fees incurred resulting from escalation and resolution tickets with Microsoft or Citrix (if applicable) on to RPV. Problem escalation and resolution with RPV’s Line of Business application vendors is included in standard maintenance, provided the time spent resolving the issue complies with the percentage of Prosum staff time Assumptions. Time in excess of the assumption will be billed in addition to the monthly fees associated with the Agreement. Prosum will notify RPV of possible expected costs for vendor escalation fees prior to engaging services.

5. RPV is required to purchase/upgrade hardware per the mutually defined and agreed upon hardware and software lifecycle management / refresh policy that Prosum and RPV will jointly define during this engagement. Failure to comply with the refresh policy will negate the operating level agreements defined in this Statement of Work.

6. As of April 8, 2014, Microsoft no longer supports Windows XP Operating Systems therefore Prosum will no longer provide support on Windows XP systems.

− Prosum will assist RPV with composing a migration and/or transition plan which will incur additional costs outside the scope of this agreement

7. As of July 14, 2015, Microsoft will no longer support Windows Server 2003 Operating Systems therefore Prosum will no longer provide support on Windows Server 2003 systems.

− Prosum will assist RPV with composing a migration and/or transition plan which will incur additional costs outside the scope of this agreement

8. RPV is responsible for maintaining all valid hardware and software licensing and maintenance agreements.

9. Notwithstanding Prosum’s obligations above, Prosum will use common best practices to prevent and minimize virus attacks. Prosum shall be relieved from any applicable operating level objectives to the extent that any failure to meet such operating level objectives results from a new or unknown virus being introduced into the environment as a result of the customer or its users deliberately or negligently introducing any virus.

10. Prosum will charge time and material fees for the introduction of new server, networking, or desktop equipment, with following exceptions:

− No additional charges will be incurred if an existing device has completely failed and requires full replacement.

− Under these exceptions, the monthly fees paid by RPV for IT support services will cover the cost of introduction of new equipment.

11. Prosum directly supports the monitoring and troubleshooting for all devices and components related to the data circuits starting where the data circuit terminates at the demark location. Prosum troubleshoots data circuit problems beyond the network devices with the data circuit service provider directly and will work with the service provider through resolution.

12. RPV will provide Prosum personnel with access to relevant external and internal systems, as Prosum may require. This includes system information such as login information, Internet accessibility, physical security clearance and other interfacing systems.

13. Root Cause Analysis (RCA) for support incidents will be included in the monthly status reports. If the RCA determines that the incident and/or problem was outside Prosum’s scope of provided services, Prosum will bill RPV at standard project rates the pricing and terms of this agreement with advance approval of the RPV IT Manager

14. The total number of supported devices will be evaluated on a quarterly basis for changes due to organic growth and attrition. Growth that exceeds 10% annually will require a change order to the Agreement, and will require written validation from RPV’s authorized officer. If the environment shrinks through consolidation of services,

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substantial reduction of trouble tickets or scope of services as described herein, Prosum will work jointly with the IT Manager to potentially reduce the monthly support fees to reflect the changes.

15. Any major improvements, remediation or project work outside the scope of this Scope of Work will be discussed with RPV management for future action as part of the review of the health check and roadmap deliverables. Changes to the environment that are out of scope are not included in this Scope of Work and can be provided separately upon request.

− Prosum will make every effort to leverage the onsite presence for minor project work such as desktop deployments as long as their effort does not exceed the 75%. RPV also understands that this may result in longer duration for project completion.

16. RPV and Prosum shall both designate a representative to be the Primary Point of Contact (PoC). These representatives shall be the focal point for all communications relative to this Agreement and shall have the authority to act on their respective organization’s behalf in matters regarding this engagement.

− This single point of contact will be responsible for facilitating communications between the Prosum support team and RPV to ensure that critical target “go live” deadlines are effectively managed. The timeliness of communications and review will directly affect Prosum’s ability to meet agreed upon schedule deadlines.

17. All travel, within Southern California, is included. Travel outside of this area and associated expenses will be invoiced to the client as a pass-through.

− Should it be necessary for Prosum to visit RPV sites outside of the Southern California area, RPV will reimburse Prosum for reasonable and actual travel related expenses incurred during the course of this support agreement. Prosum can coordinate travel through the RPV’s preferred travel services provider, if needed.

CHANGE ORDERS

Once a statement of work has been signed, any modifications to the scope of work described herein will require a change order mutually agreed upon and issued in accordance with the Agreement. A change order will be negotiated and may define new requirements that may impact delivery time and cost.

DEFINITIONS

Except as otherwise expressly defined in this Exhibit A, Scope of Work, all terms used herein shall have the meanings set forth in the Agreement and Exhibit C to the Agreement, incorporated herein by this reference.

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Exhibit B – Service Level Agreements

Specific Service Level Agreements (SLA’s) are subject to change based on circumstances, appropriate and available measuring techniques, and technology in place at the time. The overall scope of purpose of the specific SLA’s are to remain similar. Modifications to SLA’s are to be made with the agreement of both Prosum and the City of Rancho Palos Verdes, documented with a Change Request and included in this Agreement. Prosum and the City of Rancho Palos Verdes have agreed to a ramp up period to allow the Prosum staff to fully transition and onboard the City before being held accountable to the SLAs defined below. The SLAs will be tracked starting July 1, 2015 but Prosum will not be held accountable until October 1, 2015 to account for process changes and familiarization.

1.1 Service Level Agreements The following SLA narratives provide additional definition as to the required functions to be performed by the Proposer. Each SLA provides a description of the service, the objective, job functions (requirements) and measurements (metrics). The City reserves the right to add, change or delete any SLA during contract negotiation with the selected Proposer. Regardless, the Proposer is required to specifically define its approach to meeting and exceeding each specific SLA.

1.1.1 a. Administrative / Reporting

Definition Reporting is the activity associated with the production of designated reports and deliverables which include the formal reporting of management information (e.g., performance metrics, and system accounting information) and reporting of incident resolution and status to the City.

Objectives Provide accurate and timely reporting on technology performance, trends, issues, assets, and other IT related topics as required by the City. Reports are to be available in both hardcopy and electronic format.

Requirements Typical functions include but are not limited to: • Measure and report quarterly on each SLA. • Produce recommendations for measurement and reporting of

contractual SLAs. • Provide City access to a problem tracking system which will allow for

Incident/Problem monitoring and ad hoc reporting. • Provide status reports detailing the root cause of and procedure for

correcting recurring problems or critical issues. • Report on service performance improvement results.

Metrics

Report Generation Reports reflecting contract performance (SLAs) are to be provided to the City in hardcopy and electronic form as specified in the Statement of Work.

Hours of Availability N/A

Measurement Period Quarterly

Algorithm All reports are to be delivered quarterly within month of quarter end.

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Target 100% of SLA reports are due 5 business days after the measurement period

1.3.1 b. IT Document Catalog Management

Definition

IT Document Catalog Management is the activity associated with maintaining IT technology documentation. Includes tracking (inventory) and maintaining documentation for all technology service components (e.g. hardware, software, peripherals, etc.) as well as maintaining IT system diagrams and specifics, policy updates and step-by-step procedures documentation.

Objectives To maintain current IT documentation in support of installed City hardware, software, networks and infrastructure information to assist in management of the City technical environment.

Requirements

Typical functions include but are not limited to: • Maintain asset management tracking documents. • Tag newly acquired technology assets. • Track (inventory) all technology assets. • Produce asset management quarterly reports. • Assist in annual reconciliation. • Insure information and documents related to licensing, support and third

party contracts are distributed to City. • Document and diagram IT systems. • Document procedures involved in support and system administration

related activities. Metrics

IT Document Catalog Updates

IT Document Catalog content will be maintained electronically and updated at the time of any change.



Algorithm City conducts quarterly audit of select items in the IT Document Catalog, discrepancies are noted.

Target 100% accuracy

IT Asset Updates The availability of electronic technology asset reports including detailed hardware assets, software licenses, and service contracts. Hardcopy reports are to be made available upon request.



Algorithm Quarterly report on additions and deletions due to City by the 5th business day after the end of each quarter. City to audit selected records and note discrepancies.


5.3.1 c. Physical Security

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Definition Physical Security is the activity associated with maintaining the physical environment around and within the City information technology facilities.

Objectives To provide clean, well-organized, closely monitored computing environments for City technology operations. The management of the facility should be proactive, forward-thinking and highly security conscientious.

Requirements Typical functions include but are not limited to: • Insure City procedures and standard best practices for physical security

are in place and City personnel are informed. • Recommend physical support and improvements and/or changes in

documentation. • Monitor environmental systems (e.g., UPS, HVAC) supporting the IT

Infrastructure. • Work with City IT Services manager to coordinate activities of all IT

personnel working in equipment locations (e.g., equipment rooms, network equipment closets, etc.).

Metrics

Access Log Access to City facilities is granted with an electronic Access Control System. Any visitors and third party contractors to the Data Center(s) should be reported to the City maintained on an Access Log available for City staff review.

Hours of Availability Upon Request


Algorithm Review of Access Log and reconcile with City official building entrance sign-in log.)

Target 100%

5.3.2 a. Help Desk Support

Definition Help Desk pertains to the information technology support services which triage, process, track, and report on City staff requests for all IT requests for service, information and problems.

Objectives

Provide centralized resources as a single-point-of-contact for the City’s computer users as they seek technical assistance in order to resolve technical operational issues. The objective of the help desk is to resolve all IT requests upon contact by City staff, any calls that cannot be resolved within 10 minutes are scheduled for resolution based on priority categories as outlined below. For calls that are not the responsibility of service provider, the help desk will liaison (middle man) with correct entity to provide service in turning over the request.

Requirements

Typical functions include but are not limited to: • Help Desk Requests are inclusive of all technical assistance or

requests by the City and include but are not limited to requests for assistance with computer error messages, Windows account, email, telephone, and printing problems

• Meeting setup requests for laptops, communications or projectors, copier or other device configurations

• New user setup or changes to user account or hardware setup

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• Provide Help Desk solutions that meet the City’s business needs and defined service level requirements.

• Maintain operational Help Desk policies and procedures. • Develop Help Desk scripts and knowledge base to improve staff

performance and self-reliance. • Accept all incoming IT service requests and calls and re-direct /

escalate as necessary. • Provide a single point of contact for, and coordinate all, end-user

requests for IT services. • Provide technical support for inquiries on the features, functions and

usage of all business applications in use within the City and escalate to application vendor if necessary.

• Identify, escalate, and manage all end-user IT requests to closure. • Prioritize calls for City executives and mission critical end-users that

have been identified by the City during the transition period. • Track/manage/report Help Desk metrics. • Maintain centralized escalation contact list, vendor maintenance

support and 3rd party vendor contact lists within City contact list as specified.

• Dispatch on-site support / IT service technicians when unable to resolve remotely.

• Categorize, prioritize and log all helpdesk calls (e.g., Inquiries/Problems/Work Requests/Changes).

Priorities

The Help Desk should make every effort to resolve IT issues at the time of the initial call. This will be the initial method for resolving issues before assigning a priority level. The following priorities, when appropriate, describe the levels assigned to calls / tickets and the associated completion time commitments. Note that with agreement by the City, IT issues or requests may be moved from a Priority Category to a long term project and will no longer be required to meet noted SLA completion requirements. Priority One (Critical) All critical issues having a severe impact on business operations, including but not limited to the following criteria: • Multiple workstations unable to perform business critical services • Business Critical Network Applications down (Permitting, Finance

Application, Laserfiche, etc.) List of critical systems to be captured during the onboarding process.

• Network communications disruption, intrusion detection or virus outbreak impacting business critical services

• Widespread loss of access to the City network, internet, file system, printing that impacts business critical services

• Critical computer issue related to City Council, Agenda Preparation, Planning Commission or other critical timelines or meetings.

• IT support will provide immediate acknowledgement to user and timely attempt to restore access to IT Systems.

• IT Support will provide resolution no more than 2 hours after reported. Priority Two (High) All issues with significant impact or time sensitive requests that directly affect important administrative functionality and/or a large number of users, including but not limited to the following criteria: • User is unable to log on to workstation, (account is locked, reset of

password, etc.) • Application affecting one user’s ability to perform work (Account

settings, security, etc.)

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• Printer, computer, peripheral issue effecting users ability to perform work with no alternative printer available and/or work around.

• User’s desktop or laptop is locked, workaround not available. • High priority user device or PC moves or changes • IT support will provide immediate acknowledgement to user and timely

attempt to restore access to IT System. • IT Support will provide resolution no more than 4 hours after reported.

Priority Three (Normal) Default level for issues that do not require expedited handling and doesn’t directly affect core business functions or important administrative functionality, and generally only affects one or a few users, including but not limited to the following criteria: • User request for enhancement • Account modification (application, mail, network) • Any service request not impacting production (non-critical user device,

PC moves, replacements, training, etc.) • Scheduled events • IT support will provide same day acknowledgement to user and a one

week resolution, a timelier attempt to satisfy user request may be set based on issue circumstances.

• IT Support will provide resolution no more than 1 week after reported. Priority Four (Low/Requests) This level is not time sensitive and has no immediate impact on the business functions or administrative functionality. Requests will generally consist of requests for new hardware, software, and/or upgrades (Move/Add/Change). Some examples i5ncluding but are not limited to the following criteria: • Preplanned and approved new software requests • Non-emergency new hardware requests • System conversions or changes • IT support will provide same day acknowledgement to user and two

week resolution, with exemptions based on circumstances. • IT Support will provide resolution no more than 2 weeks after reported.

Metrics

Help Request Confirmation

Total elapsed time to provide a help request confirmation notice including initial triage via the help desk solution, in person email notification and/or telephone call to original caller.

Hours of Availability City business hours are Monday - Thursday 7:30 a.m. to 5:30 p.m., and Fri. 7:30 a.m. - 4:30 p.m. Excluding City Holidays.

Measurement Period Monthly

Algorithm

For Critical and High categorized incidents - Number confirmed within 1 hour*100/Total number of critical and high tickets For medium and low - Number confirmed within 1 day*100/Total number of medium and low tickets

Target 90% within target.

Help Desk Completion

Based on the priorities definition table, the elapsed time by priority for the completion for each call.

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Hours of Availability City business hours are Monday - Thursday 7:30 a.m. to 5:30 p.m., and Fri. 7:30 a.m.- 4:30 p.m. IT services are required to be operational 365 days per year, 24 hours per day, unless scheduled for maintenance, 7 days per week. Emergency services may be required after hours to support City business continuity.


Algorithm ((Total help desk incidents (minus website change requests) that met the completion time target per priority)/(Total help desk incidents))*100

Target 90% within target

5.3.3 a. Systems and Server Operations

Definition The day-to-day management of the installed server and system hardware and software environment. Activities include system monitoring and troubleshooting, computer processing for batch and on-line systems, data storage, system updates, and output management. Includes activities normally associated with the daily running of a computer center.

Objectives To efficiently manage and utilize the IT equipment located in the City’s computer rooms. These activities include the management of consumables, system input and output, storage management, security and system updates, system backups, etc. The goal of IT Operations is to provide trouble-free, well-coordinated, on-schedule production operations within the City IT Division.

Requirements Typical functions include but are not limited to: • Within the City’s IT operational environment: • Design, install and manage all server systems used to deploy technology

services to the City including managing and monitoring workload processes across all platforms and recommending changes to make systems more efficient or robust.

• Manage after hours support calls and respond per defined process. • Provide technical support and coordinate maintenance services for

equipment used within the IT infrastructure. • Support computer room operations (e.g. systems monitoring, Incident

diagnostics, troubleshooting, resolution and escalation, security management; and capacity planning/analysis).

• Provide data backup and restoration services. • Deploy and manage servers, storage devices and peripherals. • Deploy updates and security patching and identify and report system or

business application problems. • Perform job scheduling and execution on appropriate systems, reporting

and resolution activities. • Interface with vendors to update and troubleshoot server system issues. • Interface with vendors or other 3rd parties to complete requested system

integrations or other setups that are outside the scope of day to day support.

• Maintain, manage and document the storage network, media library and media management system.

Metrics

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System Availability Percentage of time servers are available for use during scheduled uptime. Provider tracks any downtime. Planned outages are not included in the availability calculation.

Hours of Availability 24x7x365 excluding planned maintenance outages


Algorithm ((Total hours of scheduled availability – downtime) / total hours of schedule availability) * 100 Note: Each server will be tracked separately, but in regards to calculating system uptime, all servers will be combined and/or aggregated for an overall availability percentage target.

Target 99.5%

5.3.3 b. Business Application / Database Management

Definition

Business Application / Database management is the activity associated with the support and maintenance of existing and future business applications / databases. These activities include managing business applications system and data, performance, recovery and integrity. All data sets residing on City storage devices (tape or disk) whether owned by the City or an outside agency.

Objectives To maintain and secure all City applications / databases in a fashion that they are available and perform efficiently, conserve physical space, are secure, are properly backed up and can be restored in case of an emergency.

Requirements

Typical functions include but are not limited to: • Provide business application support of 3rd party systems in support of

departments. • Provide security administration for all databases. • Monitor databases for breaches and potential breaches in data security

policy and procedure. • Create or refresh development and test databases from production data

when necessary. • Execute database creation, configuration, upgrades, and patches. • Execute all schema changes for all instances. • Execute database data definition requirements for applications. • Maintain documentation of database parameters and system settings for

all database instances. • Define and execute database performance, log management and tuning

scripts and keep databases running at optimal performance for the City’s workload.

• Implement and administer appropriate database management tools across all database instances.

• Provide technical assistance to third-party contractors for troubleshooting, integrations and upgrades

• Open, track, and manage to resolution all database problems. • Provide database storage management. • Execute the City’s database backup and recovery policies. • Support of application and web services associated to business

applications. • Support desktop configurations and software associated to business

applications.

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• Insure backups include all defined business applications and systems. Metrics

Backups Backups are required for all production systems and that there is the ability to restore and recover on demand. Percentage of time all back-ups are completed successfully. Back-ups must be verified for successful completion and re-run if incorrect within planned maintenance windows.



Algorithm ((Total backups – Backups outside the defined backup window) / Total backups)*100%

Target 95% for production backups

5.3.3 c. Capacity and Performance Management

Definition Capacity Management is the activity associated with ensuring that the capacity of the IT infrastructure matches the evolving demands of City business in a cost-effective and timely manner. Performance Management is the activity associated with tuning the IT Infrastructure components for optimal performance. Technology infrastructure components include, but are not limited to, virtual infrastructure, servers, routers, communications circuits, switches, and disk storage devices.

Objective Monitor and continuously improve the performance and throughput of infrastructure components based on current demands and future requirements.

Requirements Typical functions include but are not limited to: • Define, develop and implement tools that allow for effective capacity

monitoring/trending of IT infrastructure components. • Assess capacity impacts when adding, removing or modifying

applications. • Monitor IT resource usage to enable proactive identification of capacity

and performance issues. • Capture trending information and forecast future City capacity

requirements. • Assess incidents/problems related to throughput performance. • Recommend changes to capacity to improve service performance. • Assess impact, risk and cost of capacity and performance changes. • Conduct capacity and performance planning activities that incorporate all

systems, sub-systems, software, workload balancing, and resource allocation.

• Monitor and manage capacity within all IT systems to maximize performance and efficiency and to minimize IT service disruptions.

Metrics

Capacity Analysis and Forecast Report

As part of the annual City Capital Improvement Budget process, develop an annual Capacity and Performance Analysis/Utilization/Forecast Report that details the current state of resource use and consumption as compared with industry standards. The report will be used as justification for new or additional resources based on industry technology advancements and will

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serve as notice of pending operational issues in advance of system degradation.


Measurement Period Annual

Algorithm The report is due each January as part of the annual IT Department’s Budget submission to City management.

Target 100%

5.3.3 c. Disaster Recovery

Definition Disaster Recovery (DR) encompasses all services, assets and facilities necessary to meet the City requirements for business continuity.

Objectives Provide technology disaster recovery capabilities in the event of an unplanned situation which renders the computing infrastructure inoperable.

Requirements

Typical functions include but are not limited to: • Recommend best practices for IT Service Continuity and Disaster

Recovery strategies, maintain DR policies and procedures. • Create and/or maintain the Disaster Recovery (DR) plan. • Produce, at the start of each fiscal year, a revised DR Plan to continually

meet City Business Continuity objectives and update IT Document Catalog.

• Perform a semi-annual DR test. • Perform corrective action identified during the DR test and provide

ongoing status until complete. • Maintain and document requirements for off-site data storage. • Recommend and coordinate secure offsite storage for designated media

and transport media to offsite location as required. • Ensure archived data is available for use in disaster recovery operations. • Execute actual DR procedures when directed by the City during a

disaster. Metrics

Disaster Recovery Plan Testing

Semi-annual test of an aspect of the Disaster Recovery Plan and subsequent modifications to the DR Plan to reflect test results.

Hours of Availability Recovery capability 365 days/year.


Algorithm Provider submits testing results and any corrections noted during the test of that portion of DR plan.

Target 100% testing complete and deficiencies corrected within 60 days of testing

5.3.4 a. Email / Messaging / Conferencing

Definition Email pertains to all the hardware and software components needed to maintain and support electronic mail (Email) including filtering, routing, etc. The current Email system is based on Microsoft Exchange and includes Email account management, Exchange software updating and support,

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management of Email server resources, server capacity analysis and consolidation required to deliver email to users both inside and outside the network using Outlook Web Access. Unified Messaging is a comprehensive system of instant messaging and video conferencing based on Microsoft Lync and all components required to deliver services to users internal to the network and on Microsoft mobile devices outside the network. Conferencing is based on Microsoft Lync and includes all server and user components required to deliver conferencing content to users.

Objective

All Email, Unified Messaging and Conferencing applications will be maintained to within one major version of the current released product. The Exchange and Lync servers will be patched and updated as needed to ensure continuous reliable transport of Email and Communications to and from City users.

Requirements

Typical functions include but are not limited to: • Assist in production and update of associated operational policies and

procedures. • Produce recommendations for Exchange and Lync application standards. • Design, test and implement approved updates and patches to Email,

Messaging and Conferencing Services. • Implement approved backup/recovery procedures based on City’s

requirements. • Implement and maintain Email retention policies based on City’s

requirements. • Manage Email Services to meet operational needs. • Manage Exchange application, Outlook Web Access, ActiveSync and

Lync messaging components. • Maintain Email and other associated accounts for users. • Maintain Email Services to Minimum Service Levels. • Protect against SPAM and malicious software. • Support secure remote access to Email resources to authorized users.

Metrics

Response Time Length of time Exchange system and network transmits and processes request and returns data to user’s computer screen.

Hours of Availability 24x7x365, excluding planned outages


Algorithm Test transactions will be sent to/from 50% internal and 50% external mail servers once per hour between 8:00AM and 5:00PM, Monday through Friday. Transaction (10) * Number of test days in the month/Total number of possible transactions

Target 99% of email delivered within 3 minutes

5.3.4 b. Telephone Services

Definition Telephone system support includes management of the Microsoft Lync telephone system, switches, desktop sets, FAX machines, cell phones, voicemail, analog telephone lines, DID telephone numbers and communications lines that make up the City’s phone system.

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Components

Telephone system support are the activities associated with the day-to-day management of the City’s voice communications including:

• Telephone and associated systems management and troubleshooting (performance, incident, move/add/change, and capacity monitoring)

• Implementation and management of a system that gathers usage statistics

• Working with and manage public carriers and other circuit providers to perform operational activities

• Maintaining all components of the telephone systems (e.g., hardware, software, programming, lines, DIDs, etc.)

• Managing switch configurations, voicemail configuration, and handset configuration.

• Cell phone and mobile device setup and troubleshooting related to email and messaging.

Objective

Telephone system support includes the effective operation of the City’s telephone and voicemail systems through the use of a multi-layered communications structure. Telephone system support provides the resources necessary to ensure the City’s voice services are well-designed, scalable, efficient, and economical.

Requirements

Typical functions include but are not limited to: • Document phone switch configuration including line, DID, and trunk

schemas • Manage the performance of public carriers (and other Third Parties) to

meet defined schedules and project plans • Maintain telephone device’s operating systems software and firmware • Manage telephone set moves/adds/changes • Maintain accurate telephone directory listings • Develop and document in the Procedures Manual Telephone Systems

Monitoring/Reporting, Incident management, and Operations procedures • Troubleshoot basic problems users experience with telephones, cell

phones and/or voicemail • Backup the configuration of the phone switch and voicemail systems • Provide technical support and coordinate maintenance services for

telephone equipment serviced by either the manufacturer or any third party providers

• Conduct technical reviews and provide recommendations for improvements to the telephone system that increase efficiency and effectiveness and reduce costs.

Metrics

Telephone System Availability

Availability is the amount of time all systems are available for use. Planned outages are excluded from the availability calculation.



Algorithm ((Total telephone server availability in minutes – total planned outage minutes) / total available minutes) * 100

Target 99%

5.3.5 a. Network Management

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Definition Network Management includes all Local Area Network (LAN) and Wide Area Network (WAN) management to include all network connections as well as point to point, frame relay, dedicated Internet connections, broadband, VPNs and wireless technologies. Network Management also includes the management of all LAN devices and traffic. In addition, Data Network management includes Virtual Private Network (VPN) services for the management of remote users to connecting to the City’s network over the public Internet. Network management includes the management of wireless access points and other wireless technology and devices.

Objectives • Network Management provides the effective operation of the City’s technical infrastructure through the use of layer 2 and 3 infrastructure components. Network Management services provide the resources necessary to ensure the City’s network is well-designed, scalable, efficient, and economical.

• The activities associated with the day-to-day management of the City’s communications network including:

• Network systems management and troubleshooting (performance, Incident, change and capacity monitoring).

• Bandwidth management, tracking and reporting • Usage statistics, device uptime tracking and warning and website filtering • Working with and assisting public carriers and other circuit providers to

perform operational activities. • Managing router configurations, firewalls, wireless devices and controllers. • Manage subnets and internal and external Internet Protocol (IP) addresses • Manage and coordinate the City’s cabling needs

Requirements Typical functions include but are not limited to: • Configure WAN/LAN (hardware, software) prior to installation. • Document router, switches and wireless device configuration files and IP

addressing schemas. • Manage the performance of public carriers (and other Third Parties) to

meet defined schedules and project plans. • Maintain Network devices operating systems software and firmware. • Manage file transfers, encryption and other secure data movement

activities. • Maintain IP addressing schemes, router configurations, routing tables,

VPN configurations, wireless configuration, etc. • Develop and document in the Procedures Manual Data Network

Monitoring/Reporting, Incident management, and Operations procedures, • Implement tools for monitoring Network devices and traffic. • Install, test, and provide technical support, administration and security

administration for Remote Access hardware and software. • Provide technical assistance and subject matter expertise as required by

City infrastructure staff and third-party solution providers for products and solutions.

• Recommend WAN/LAN/VPN/Wireless/Firewall/Switching requirements and standards based on industry best practices.

• Support all infrastructure software computer-processing services (e.g. messaging, Internet, Intranet and Extranet).

• Prepare and provide Network design, engineering, security plans and schedules to support new and enhanced applications, architectures and standards based on established procedures.

Metrics

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Transaction Response Time

Length of time host systems and networks transmit and process requests across the LAN and WAN and return data to end user’s screen

Hours of Availability 24x7x365 excluding planned maintenance outages.


Algorithm Test ping transactions will be sent to an endpoint selected at random. This will be repeated 10 times, and the average response time of the 10 transactions will be recorded. Note: Contractor will work with City of refine test environment and criteria. Will be repeated at random times. Within 5 days of the end of the month: (sum of test averages / number of samples) = total response time

Target 95% total response time within 2 second

5.3.5 b. Network Security

Definition Data Security pertains to the processes and hardware/software assets used to protect the network, all data attached to the network or flowing through it or connected to the network. Network and Data Security allows day-to-day business operations to function safely and securely and allows City or outside users to perform only the actions that have been allowed. Services provided within this component include, protection from unauthorized devices, firewall services, intrusion detection, security monitoring, security architecture, data protection, and prevention of malicious code from entering the network.

Requirements

Typical functions include but are not limited to: • Design, test and implement plans to secure network attached devices. • Design, test and implement approved firewall policies. • Work with third party to design and implement approved policies for

security vulnerability & penetration testing. • Implement systems or procedures that allow for effective log management

and Intrusion Prevention Detection. • Design, test and implement updates or patches approved for Security

assets. • Provide support for all Security assets. • Work with third party to provide reporting on security testing results

including required PCI security testing • Identify and remove from the Network any malicious-code and/or devices. • Identify and provide countermeasures for malicious code attacks. • Provide technical expertise for security audits but utilize a third party for

intrusion detection and penetration testing • Work with third party to provide fraud prevention, detection and reporting. • Work with third party to conduct security vulnerability scans and

penetration testing. • Provide ongoing recommendations for improved Security. • Manage and coordinate with third party for testing Security Vulnerability &

Penetration. • Provide reporting on Security Vulnerability & Penetration testing results. • Document Security procedures requirements, standards, procedures and

policies, including regulatory requirements. • Work with third party to provide Security plan and conforming IT

Infrastructure components based on Security requirements, standards,

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procedures, policies and the City’s Federal, State, and local requirements and risks.

• Establish and implement security profiles based on security policies. • Recommend security analysis and monitoring products. • Report Security violations to the City. • Assist in investigating and resolving Security violations as requested. • Resolve Security violations that originate outside of the hosted network(s)

(e.g., denial of service attacks, spoofing, and Web exploits). • Review all Security patches relevant to the IT environment and classify

the need and speed in which the Security patches should be installed, as defined by Security policies.

• Install Security patches. Metrics

Security Plan Work with third party to create and maintain a comprehensive Security Management plan that details the steps to be taken to protect the City computing assets and electronic data accessed and stored by the City. An annual update will ensure that the plan conforms to the on-going changes in the technical architecture.


Measurement Period Annual presentation of proposed updates to City.

Algorithm Presentation of report will be within 30 days after the start of each calendar year.

Target 100%

Vulnerability Test Completion of a network vulnerability or security assessment by an independent contractor and/or third party to evaluate the risk of unauthorized network penetration.



Algorithm No “critical” vulnerabilities noted post remediation efforts.

Target 100%

5.3.6 a. Web Site Support

Definition

Web support of the City’s hosted public facing web presence, internal City-wide intranet (SharePoint), and any website technologies used by City business systems. The City’s web site is http://www.rpvca.gov. The City’s Intranet is //sharepoint, there are several business applications that use java and Silverlight enabled website interfaces. Support for Granicus website streaming for City Council meetings.

Objectives Integrate business applications, streamline processes, and leverage the latest web technologies to benefit the City and the citizens of Rancho Palos Verdes.

Requirements

Typical functions include but are not limited to: • Provide administrative support of web operations, maintenance, and

development with third party vendor who owns the website application. • Provide technical consultation and coordination for departmental web

projects, interfaces and initiatives and work with third party vendor for implementation.

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http://www.rpvca.gov/

• Assist with basic graphic changes and other minor updates to web based applications of a technical nature.

• Assist with web based forms, epayment solutions, CRM solutions and other methods of interacting with residents.

Metrics

Assistance Requests Web assistance requests include all web technology upgrade, integration or assistance requests that are able to be completed.



Algorithm As tracked in the help desk solution ((Total website help desk requests that did not miss the completion time target per priority)/Total website help desk requests) * 100

Target 90%

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Exhibit C – Definitions

Except as otherwise provided in the Agreement or any Exhibit attached to the Agreement, all terms used in the Agreement and any Exhibit attached thereto shall have the meanings set forth below.

TERM DEFINITION

Actual Uptime Of the Scheduled Hours, the aggregate number of hours in any month during which the applicable application or system is available for use by Customer users

Availability Actual Uptime plus Excusable Downtime divided by Scheduled Hours (i.e., percentage of scheduled availability) measured on a rolling average of two consecutive months for each applicable application or system

City City of Rancho Palos Verdes. Also referred to as “RPV.”

Coverage Hours 6am to 6pm PST, Monday through Friday, excluding Holidays, shall apply to all services except otherwise established in this agreement.

Excusable Downtime

Of the Scheduled Hours, the aggregate amount of time in any month during which the applicable application or system is unavailable (a) due to agreed-upon times for preventive or remedial maintenance, system upgrades, etc., (b) as a result of a force majeure event as described in the Master Services Agreement, (c) due to failures, to perform by City’s third party vendors, or (d) other failures not attributable to Prosum or its performance, including power or communication outages, phone company or network circuit provider problems, recent virus attacks, and acts or omissions of City and/or its users

Holidays Those days specified in the City’s annual Holiday schedule

Network Availability The Actual Uptime plus Excusable Downtime divided by Scheduled Hours (i.e., percentage of scheduled availability) measured on a rolling average of two consecutive months for a remote location to be able to access computing resources at the Main Site expressed as a

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percentage

Response Time The elapsed time between a user submitting a problem (via phone, email, or in-person) and the Help Desk acknowledging the call (via phone, email or in-person), assessing severity, and giving the user an expectation as to start time for resolution. The elapsed time applies only to periods within Coverage Hours.

Scheduled Hours The days of the week and the hours of the week that each applicable application or system is scheduled to be available for use by users, subject to Excusable Downtime. During transition, Scheduled Hours shall be the same as Coverage Hours until otherwise agreed by the parties.

System Platform Availability

Actual Uptime plus Excusable Downtime divided by Scheduled Hours (i.e., percentage of scheduled availability) measured on a rolling average of two consecutive months for a specific platform (hardware and operating system).

Tier 1 Resolution Time

The elapsed time, within Coverage Hours, between the Response Time and when the technician has resolved a Tier 1 issue.

Tier 1 The tasks which can typically be resolved remotely on the first call, such as login, password, account problems, and general LAN administration issues.

Technical Resolution Time

The elapsed time, within Coverage Hours, between the Response Time and when the technician has resolved the issue from a technical perspective to the best of their knowledge.

Total Resolution Time

The elapsed time, within Coverage Hours, between the Response Time and when the user validates (via phone, email or in-person) that the problem is solved to their satisfaction. This is the time when the trouble ticket may be closed. “Total Resolution Time” can equal “Technical Resolution Time” if the user is present and validates the fix when the technician finishes their work. If the user is not present, the Help Desk will follow up with the user at least once every working day to obtain validation before closing the ticket. If the user does not respond after two (2) working days, the ticket will be deemed closed.

-2-

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Virus Any malicious computer program commonly known as viruses, Trojan horses, worms or malware.

-3-

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City of Rancho Palos Verdes Response to Request for Proposal

2/20/2015

This document is submitted in response to the City’s Request for Proposals for Outsourcing Solicitation for IT Services and Support, issued January 14th, 2015.

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February 11, 2015

Mrs. Carla Morreale

City Clerk

30940 Hawthorne Blvd.

Rancho Palos Verdes, CA 90275

RE: PROPOSAL TRANSMITTAL LETTER - [RFP FOR IT SERVICES AND SUPPORT]

Dear Ms. Morreale:

Prosum is pleased to submit its proposal through this transmittal letter to the City of Rancho Palos Verdes in response to the Request for Proposal (RFP) to provide IT services and support. We feel the following proposal provides an optimal solution to meet and/or exceed the City’s ongoing needs while strategically planning for the future. If the City determines that Prosum’s response is deficient in any way, Prosum respectfully requests to be promptly notified and be given the opportunity to correct any such deficiency.

Prosum is a technology services company that focuses on building meaningful, lasting connections with our clients by delivering an exceptional customer experience through a unique combination of Business Consulting, Technology Solutions, Outsourcing and Resource Staffing.

As a privately held California corporation with offices in El Segundo, Irvine, and Denver, Prosum brings 16 years of experience in providing enterprise infrastructure and managed support and employs over 200 dedicated IT Professionals utilizing proven and emerging technologies, with experience in both ongoing support and in delivering project based solutions.

We feel that we are uniquely qualified to support the City of Rancho Palos Verdes by building on our proven track

record as the current IT support provider for other City entities including the City of Hermosa Beach, the City of

Palos Verdes Estates and the Beach Cities Health District. We’re very proud of the impacts that we’ve made in

helping our City clients serve, protect and improve the lives of its citizens and communities. Ultimately, we’re

aiming to maximize the potential of your people and support The City’s mission by leveraging all that is possible

through technology.

At the time of submitting this proposal and to the best of our knowledge, Prosum, nor any of Prosum’s employees

that would be performing work for the City of Rancho Palos Verdes would be considered a conflict of interest.

In all, Prosum has over 200 IT professionals with almost ~40 to provide support to the City of Rancho Palos Verdes

(RPV) and does not foresee the need to use any subcontractors to service RPV at this time.

Prosum has reviewed and accepts the City’s standard terms and conditions detailed in Appendix H of the request

for proposal without qualification.

The following proposal contained herein will remain valid for 180 days from the submittal date.

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Please forward any questions regarding this solicitation response to our main point of contact; Andrew Salisbury, Sr. Director

[email protected]

2321 Rosecrans Ave., Suite 4225

El Segundo, CA 90245

+1 (949) 732-1130 office

+1 (714) 936-4936 mobile

Federal Employer Identification Number (FEIN) - #33-0776224

On behalf of Prosum, thank you for this opportunity to participate in the Request for Proposal (RFP) process and

we look forward to a mutually rewarding partnership.

Sincerely,

Ravi Chatwani, CEO

Prosum Technology Services 2321 Rosecrans Ave., Suite 4225 El Segundo, CA 90245

310.426.0609 Office

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mailto:[email protected]

5

TABLE OF CONTENTS

RE: Proposal Transmittal Letter - [RFP for IT Services and Support] ............................................................................. 3 Executive Summary ....................................................................................................................................................... 6 4 Proposal Submission ................................................................................................................................................... 9

4.3 Proposal Transmittal Letter ................................................................................................................................. 9

4.4 Technical Proposal ............................................................................................................................................... 9

4.5 Qualifications ..................................................................................................................................................... 11

4.6 Experience & Capabilities .................................................................................................................................. 15

4.7 Approach ........................................................................................................................................................... 29

4.8 Transition ........................................................................................................................................................... 33

4.9 Pricing (See Attachment 1) ................................................................................................................................ 39

4.10 Special Forms ................................................................................................................................................... 40

5 Statement of Work and Service Level Agreements (SLA) ......................................................................................... 43

5.1 General Operations............................................................................................................................................ 43

5.2 Pool of Consulting Hours ................................................................................................................................... 49

5.3 Service Level Agreements .................................................................................................................................. 50

RFP Mandatory Pricing Matrix ..................................................................................................................................... 52 Summary of Attachments ............................................................................................................................................ 56

Required Submission ............................................................................................................................................... 56

Supporting Documents ............................................................................................................................................ 56

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6

EXECUTIVE SUMMARY

Prosum has a full understanding of the commitment needed to fulfill the services requested by the City of Rancho

Palos Verdes (RPV) in the IT Services component of this Request for Proposals (RFP). We are presently providing

these services for other municipalities very similar in size, structure, culture and complexity as RPV and look

forward to the opportunity to providing these services to RPV in the future.

We will call upon our highly skilled staff of IT Managers, Sr. Engineers, Support Engineers, Project Managers,

Solutions Architects, Database Administrators, admin staff, and others to address the challenges that exist within

the RPV environment. The core values of the Prosum team include accountability, integrity, innovation and

commitment to community. Prosum employees derive this commitment and dedication from years of providing

excellent service to our clients. We have witnessed the business and financial outcomes of our services and have

seen how they positively affect the economy, communities and people’s lives. In preparing this proposal, our team

has carefully reviewed the RFP requirements and has determined which requirements our current processes

support and which will require specific customization. It is through this review that we have established a solid

understanding of the requirements and objectives of RPV.

Many of our services are configured or customized to meet the individual needs of our clients; for some clients we

constructed new programs, processes and systems solutions from the ground up within very tight implementation

timeframes. Prosum is continuously looking to improve and expand the services we offer and provide maximum

value and expertise to our clients.

Prosum has utilized its wealth of knowledge and experience in the industry to accomplish outstanding objectives

for our clients, including many municipalities; achievements that have been recognized as extremely cost effective

in this ever growing business. Prosum recognizes that the success of any engagement is close communication with

the client, the ability and willingness to think outside the box and provide comprehensive, cost savings solutions

that meet the needs of the client. Identifying the client’s needs and accommodating them is an area where Prosum

excels, and we are prepared to continue these services for the City of Ranchos Palos Verdes so they can utilize

leading edge technology with the ability to interface with a broad array of subject matter expertise, and to benefit

from an experienced industry leader.

Throughout this partnership, Prosum will seek to maximize the use of the time and resources required by RPV by

leveraging our current, experienced senior level team that has hands-on expertise, and is well versed in the goals

and objectives of municipalities. Our approach includes the following:

A dedicated Account Manager with extensive municipality experience who will ensure that our

professional team remain on task and on focus; and

Continued close cooperation and communication with department staff and other RPV vendors to ensure

the smooth operations.

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7

Prosum is a service-oriented company; we focus on doing what it takes to meet our clients’ timeline, budget, and

savings targets. We actively participate in the creation and development of new initiatives designed to maximize

efficiency (cost and otherwise), enhance services, and improves user outcomes. Most importantly, we

demonstrate considerable flexibility with the various clients we have. Working in close partnership with the City,

we will provide the same level of commitment and service we’ve delivered to our other clients.

Prosum will carry out all contract responsibilities in the same highly professional, successful manner to which our

clients have become accustomed and will continue to enthusiastically support the City’s initiatives. We will draw

on the successful working relationships we have built at other municipalities to deliver the City unparalleled

service and support. We offer RPV a truly best-in-class solution designed to meet your needs now and into the

future. Our team is ready to assist you with technical innovation and unsurpassed customer service for your users

and providers.

The proposal that follows is our best attempt to address all requirements for the Request for Proposals, however

we understand that through continued discovery and negotiations other options and opportunities may present

themselves to be more effective, efficient, and aligned with the objectives of the City. Prosum maintains that

flexibility in support solutions is critical to overall client satisfaction and success and we welcome the opportunity

to craft additional options with the City leadership team.

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4 PROPOSAL SUBMISSION

4.3 PROPOSAL TRANSMITTAL LETTER

As dictated in RFP section 4.2 Format, the transmittal letter precedes the table of contents and can be viewed by

clicking here: Transmittal Letter.

4.4 TECHNICAL PROPOSAL

As defined in the RFP section 4.4 Technical Proposal, all components are addressed within the following sections:

4.5 Qualifications

4.6 Experience & Capabilities

4.7 Approach

4.8 Transition

4.9 Pricing

4.10 Special Forms

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4.5 QUALIFICATIONS

CREDENTIALS

Prosum believes that there isn’t a one-size-fits-all approach to IT outsourcing. Whether technology is a part of your

business strategy for growth and differentiation or is simply a baseline service, we apply a customer centric

approach to the delivery of services.

Prosum has a demonstrated track record of delivering IT management and outsourced IT support services for

municipalities, water districts, and for a significant number of private businesses. Our culture is play hard and

work hard and as a result were ranked #7, best places to work in LA second straight year.

Prosum is one of only a handful of infrastructure service providers in the Los Angeles area to have obtained and

maintained a ‘Managed Partner’ status with Microsoft. The 'Managed Partner' designation is reserved for a select

number of partners in Southern California who have strong knowledge of Microsoft technologies, proven

excellence in the implementation of these technologies, and high customer satisfaction ratings. Managed Partners

enjoy a direct relationship with the local Microsoft channel and technical teams.

In addition, Prosum has earned the right to participate in the following merit-based Microsoft programs:

Gold or Silver Competencies in:

Management and Virtualization

Devices and Deployment

Messaging

Virtual Technical Specialist Program (VTSP) - several Prosum infrastructure architects are Virtual Technical

Specialists who accompany Microsoft team members on customer engagements to provide technical

expertise and have Microsoft badges and credentials.

Cloud Accelerate (Office365): To qualify for the Cloud Accelerate program, partners must successfully

demonstrate their cloud services expertise through rigorous sales and technical assessments; and ensure

the highest quality of services, as well as achieving a critical mass of cloud deployed clients. Microsoft

requires customer references to demonstrate successful customer implementations and satisfaction.

Featured Speaker: Prosum architects are frequently asked to speak, present and demonstrate Microsoft

technologies at customer “Roadmap” events and webinars.

The above narrative highlights several factors which we believe differentiate us from the other potential bidders

and which make Prosum an ideal choice for an ongoing IT Support relationship with the City of Rancho Palos

Verdes.

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BACKGROUND AND HISTORY

Prosum, which is Latin for ‘to do good’, was originally founded by two clients of services (Aaron Price / Ken Aster)

in Aerospace Industry in 1996. As ‘consumers’ of services, they felt that they could do a better job, so started own

consultancy with infrastructure focus. Over time, they added other IT service offerings as the market dictated,

adding an IT staffing service in 2000 and managed services in 2005.

As Prosum grew, the executive team formalized and remains unchanged for over 9 years.

Prosum has been providing the services outlined in this RFP since 2005.

YEARS IN BUSINESS

LOCATIONS

Prosum is headquartered in El Segundo, CA with offices in Orange County, CA; Denver, CO; Hyderabad, India; and

Cebu City, Philippines. The City will be served by a combination of the following offices:

Orange County, CA – Service Desk (Customer Care) & Engineering

El Segundo, CA – Operations including dispatch, engineering and back up customer care/desktop support

Cebu City, Philippines – After-hours operations (monitoring, alerting, patching, etc.)

EMPLOYEES & CLIENT BASE

Prosum employs over 200 dedicated IT Professionals and has a very diverse client base which includes small and

medium sized to Fortune 100 clients, with no single client comprising greater than 20% of Prosum’s revenue.

Several long-term clients include:

City of Hermosa Beach – 8+ years

Broadcom Corporation – 7+ years

Beach Cities Health District – 7+ years

City of Palos Verdes Estates – 2+ years

ORGANIZATIONAL STABILITY

Founded 1996

Staffing 2000

IT Managed Services 2005

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REQUESTED INFORMATION

PROSUM STATEMENT OR DOCUMENTATION

Mergers, acquisitions, or sales

In the past 10 years in business, Prosum has not transacted any mergers, acquisitions, or sales.

Form of Business Prosum is a subchapter S Corporation.

Written Bank Reference See Attachment A – Bank Reference

Documentation of Credit Rating

See Attachment B – Dun & Bradstreet Credibility Corp

Profit & Loss Statement See Attachment C – Prosum 2014 Profit Loss Statement

Certificate of Insurance See Attachment D – Certificate of Liability Insurance

Employee Felonies See Attachment E – Felony Convictions

Litigation As of this writing, Prosum currently does not have any pending litigation, tax lien, or other financial judgment pending against them.

Bankruptcy In the past ten years, Prosum has not filed or had filed against it any bankruptcy, tax lien or insolvency proceeding

TARP Funds As of this writing, Prosum has not accepted any TARP funds

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4.6 EXPERIENCE & CAPABILITIES

ORG CHART

Table 1.1

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RESUMES OF KEY PERSONNEL

TITLE, EDUCATION, CERTIFICATIONS, CURRENT ROLE AND/OR EMPLOYMENT HISTORY

The team that Prosum will engage to support the City of Rancho Palos Verdes will consist of team members that

have extensive experience in their respective roles. We focus on being the best at developing meaningful, lasting

relationships by growing our people, and delivering an exceptional customer experience.

Our recruiting and interviewing process is very thorough and evaluates not only technical skills but communication

skills, interpersonal skills, the ability to manage relationships with our clients, and ultimately offer them the

highest level of service. Prosum hires and develops highly motivated and well qualified individuals willing to go the

extra mile to complete the job at hand. We believe we employ the best and brightest people that aim to serve our

clients.

In all, Prosum has over 200 IT professionals with almost ~40 to provide support to the City of Rancho Palos Verdes

(RPV) and does not foresee the need to use any subcontractors to service RPV at this time. Below is a sampling of

talent that RPV will have access to for this engagement.

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ANDREW SALISBURY SR. DIRECTOR

Profile Andrew is an accomplished professional with demonstrated ability to operate in a wide variety of business environments across multiple industries. This includes 'hands on' involvement in rapidly changing technology organizations as well as proven leadership skills gained from leading technical teams responsible for global enterprise projects. With a career in technology and management spanning over 17 years, Andrew has specialized in infrastructure solutions design and management, systems integrations and workforce/operational development. Andrew is currently Sr. Practice Director, Infrastructure Services for Prosum Technology Services, an IT consulting firm in the greater Los Angeles area. In Andrew’s current role, he is responsible for the overall business strategy & development, sales enablement and growth of a $6+ million / year book of business and a team of over 30+ IT professionals. Andrew is a proven leader in portfolio management, increasing revenue, maintaining profit and driving high customer satisfaction.

Certificates or Degrees Achieved

B. S. Science (Biology w/ Botany emphasis)

Microsoft Certified Systems Engineer (MCSE + IIS)

Cisco Certified Network Associate (CCNA) – [expired]

CompTIA A+

Years at Prosum 6+ years

Work Experience Sr. Director, Infrastructure Services – Prosum, Inc.

2009 – Present

Solutions Architect – EMC Consulting, Microsoft Platforms

2008 – 2009

Architect / Team Lead – Prosum, Inc. 2005 – 2008

Sr. Systems Engineer – New Horizons Worldwide, Inc.

2003 – 2005

IT Manager – New Horizons Computer Learning Centers (held multiple roles)

1999 – 2003

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JOSE ROS SR. MANAGER, INTEGRATED MANAGED SERVICES

Profile Jose is a seasoned IT professional with 20 years’ experience in bridging business requirements and IT services. Jose has held numerous roles including programmer, systems administrator, SQL DBA, storage engineer, IT consultant, and solutions architect. For the past 7 years, Jose has had various leadership positions within Prosum, an IT Consulting firm in Southern California. Jose currently leads the Managed Services division of Prosum. Jose is responsible for the day-to-day operations as well as strategic guidance of a team of 25 IT professionals servicing 20+ clients, 250 servers, and 1,500 users.

Years at Prosum 10+

Work Experience Sr. Practice Manager, Infrastructure Solutions – Prosum, Inc.

2012 – present

Practice Lead, Storage Operations – Prosum, Inc.

2008 – 2012

Solutions Architect – EMC Global Services

2007 – 2008

Technical Architect – Prosum, Inc. 2004 – 2007

Sr. Systems Engineer – New Horizons Worldwide, Inc.

2002 – 2005

Sr. Systems Engineer – Debisys, Inc. 2002 – 2003

Technical Consultant – Alternative Resources, Corp.

2001 – 2002

Operations Engineer, Digex, Inc. 2000 – 2001

JUSTIN KING SOLUTIONS ARCHITECT

Profile Justin King has been working in the IT industry for over 20 years, with 15 at the architect level. His current focus is around Cloud infrastructure, specifically the NIST definition of 5 essential characteristics: on-demand self-service, broad network access, resource pooling, rapid elasticity, and measured service. Justin has worked with companies from small to enterprise, identifying key business drivers and deploying the appropriate technology for messaging, virtualization, system management, and workflow automation.


Microsoft Certified Solutions Expert (MCSE+ Private Cloud, System Center)

Microsoft Certified IT Professional (Server Virtualization, Exchange, Lync)

Microsoft Certified Technology Specialist (Desktop Virtualization)


Work Experience Sr. Architect - Prosum 2008 – Present

Systems Manager - NRPI 2005 – 2008

System Architect – Nicholas Labs 2003 – 2005

Systems Director – Message Broadcast 2002 – 2003

Exchange Admin – IT Group 2000- 2002

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MARIE MARKO OPERATIONS MANAGER

Profile Marie has over 13 years in IT consulting and has served in each role on the Prosum IMS team from Helpdesk Analyst to IT Manager. As Operations Manager, she is responsible for the four P’s- People, Process, Products, and Partners-, and is accountable to assure they meet our customer’s expectations and business needs. Marie has an innate ability to solve problems, and work with others to find and fill gaps. She is participating in a project to provide Advanced Application and SharePoint Managed Services to our clients, and is currently leading the effort to implement ITIL across the company.


Microsoft Certified Systems Engineer (MCSE+ IIS+ Security)

Microsoft Certified Database Administrator

CompTIA Security+, Network+

ITIL Foundation (pending Feb 26th)


Work Experience Operations Manager 2013 – Present

Helpdesk Manager/Ops Lead 2012-2013

Operations Lead 2011 – 2012

Sr. System Engineer, Site Lead – Prosum, Inc. 2009 - 2011

Sr. System Engineer – Premier IT 2004- 2009

LUKASZ BUCHWALD IT MANAGER

Profile Lukasz has more than 6 years in IT with over 3 with Prosum and consulting. He’s supported many vertical markets as an IT consultant since 2010, including local government, law enforcement, legal, finance and real estate. Lukasz currently serves as an IT Lead for City of Hermosa Beach and City of Palos Verdes Estates, working closely with City’s leadership to ensure top tier support services, secure and stable IT environment and defining short and long term IT strategy.


M.S. - Information Science and Management

Cisco Certified Network Associate (CCNA)

Microsoft Certified Systems Engineer (MCSE)

CompTIA Security+


Work Experience IT Manager - Prosum 2011 – Present

Sr. System Engineer – Unique Solutions MSP Inc.

2010 – 2011

Lead Technician – JP Morgan Chase 2009 – 2010

Network Specialist/Windows Administrator - XYZ Computer Tech

2008 – 2009

Table Games Supervisor – Pechanga Casino Resort

2004 – 2008

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PHILIP CHUNG SR. ENGINEER

Profile Philip has over 20 years of IT operations experience. Phil has cross-platform experience in systems engineering including analyzing, designing, installing, maintaining, and repairing hardware, software, peripherals and networks. Phil is considered one of Prosum’s networking experts and is an escalation point for issues involving switching, routing, firewall, & VPN.

Certificates or Degrees Achieved B.A Computer Information Systems

Years at Prosum 1 year

Work Experience Sr. Engineer-Prosum 2014 –Present

Sr. Network Engineer-Caps Universal Payroll 2013 -2014

IT Operation Manager-INCTechs 2004 -2013

Network Engineer – Western Asset Management 2000 -2004

TERRENCE MONTGOMERY SUPPORT ENGINEER

Profile Terrence is a strong technician, and an exemplary Prosum employee. He resolves technical issues with utmost customer service and patience. Terrence holds a B.S. in Computer Science, and has 8+ years in IT. He is skilled and efficient in workstation and server migrations, infrastructure refresh projects, light networking and scripting.

Certificates or Degrees Achieved B.S. Computer Science

Years at Prosum 2.5 years

Work Experience Support Engineer – Prosum 2012 – Present

Technician/Developer - Blue Chip Computer Systems

2007 – 2012

Technician - DDT Inc. 2005-2007

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HARRY COMETA HELP DESK MANAGER Profile Harry has over twenty years of managing IT support, in both the public and private

sectors. His experiences in supporting information systems have involved all aspects of information technology, including but not limited to project management, leading problem solving, software repair/installation, hardware repair/ installation and networking. He is exceptionally skilled in streamlining workflows, identifying operational and technical obstacles and creating innovative solutions. His extensive leadership experience has given him great insight into leading a team to be customer service and technologically driven.

Certificates or Degrees Lawson LID and Portal Certification

ITIL Certification [In Progress]

Years at Prosum 1 year

Work Experience Help Desk Manager- Prosum 2014 – Present

Actionet Contract Site Manager - FAA 2012-2014

Help Desk Supervisor- BJ’s Restaurants 2011-2012

IT Support Manager- AEG 2011-2011

Technical Trainer-Taco Bell 2010-2010

Help Desk Manager- Wet Seal 2006-2010

Pacific Sunwear - Systems Engineer 2005-2006

Hot Topic- Help Desk Supervisor 1993-2005

KEVIN AMIN HELP DESK SUPPORT ENGINEER Profile Kevin is a seasoned IT professional with over fourteen years in IT support. He is a

solutions orientated individual with solid knowledge of LAN/WAN, network administration and POS systems. Kevin has proven expertise in supporting and troubleshooting hardware, software and networking issues. Within our Customer Care team he is often recognized as the “go-to person” for immediate resolution of hard to resolve technical issues. Kevin is an organized, take-charge professional with exceptional follow-through abilities.

Certificates or Degrees B.S. Computer Hardware Engineering

Microsoft Certified Professional (MCP)

Cisco Certified Network Administrator (CCNA)

NCR/Radiant Certified Support Specialist

NCR Certified NSS Associate Years at Prosum 1+ year

Work Experience Help Desk Support Engineer - Prosum 2014 – Present

IT Support Engineer-iBacc 2013 - 2014

IT Support Engineer-SDCR Business System

2010-2013

Help Desk Support Analyst-Wet Seal 2010-2010

Senior Desktop Analyst IV 2000-2009

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HIREN BAROT HELP DESK SUPPORT ENGINEER Profile Hiren has over nine years of IT support experience. He is a service- orientated IT

specialist with strong technical, collaboration and communication skills. Hiren is proficient in hardware and software setup, configuration and management. He is very organized and has excellent trouble shooting abilities.

Certificates or Degrees B.S. Information Technology [In Progress]

Microsoft Certified Professional (MCP)

CompTIA Network+

CompTIA A+ Years at Prosum 3+ years

Work Experience Help Desk Support Engineer-Prosum 2014 – Present

Technical Support Level II – Cash Call 2012-2013

Technical Support Level II- KCCLLC 2009-2012

DAVID MATTATALL HELP DESK SUPPORT ENGINEER Profile David has over five years of IT support experience. He is a highly technical employee

who is consistently commended for his outstanding customer service. His experience includes supporting, upgrading, and performing Microsoft OS Migrations, managing and configuring networks, and successful daily trouble shooting.


Work Experience Help Desk Support Engineer-Prosum 2012 – Present

IT Administrator - John Elway’s Toyota 2012-2012

Desktop Engineer- All City Computers 2009-2012

DIEGO CONTI HELP DESK ANALYST Profile Diego has over eight years of IT support experience. He is a customer service driven,

technical employee who loves to solve difficult system problems. His experience includes supporting, upgrading, and performing Microsoft OS Migrations, managing and configuring networks, new user creations, and excellent daily trouble shooting skills.

Certificates or Degrees B.A. Computer Technology with an emphasis in Homeland/Cyber Security

CompTIA Network+

Cyber Watch West Digital Forensics Training Certified

Certified CSUDH Web Design Certified

CompTIA A+


Work Experience Helpdesk Analyst - Prosum 2013 – Present

Server Operations & Administration Intern- CSUDH IT Department

2012 - 2013

Customer Representative-LAN Airlines 2009-2012

Warehouse/Computer Technician-Showcase Business Center

2007-2009

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STEVEN BRACAMONTE

HELPDESK ANALYST

Profile As a recent college graduate, Steven has a little over a year of IT support experience. He is a very technical employee who is always willing to go above and beyond. He is a motivated IT analyst who has learned the ins and outs of how to be a successful member of our Customer Care Team. Steven’s has excellent customer service skills and is an outstanding problem solver.

Certificates or Degrees B.S. Business Administration w/ emphasis in Information Security and Assurance Management

Access Data Certified Examiner

CNSS 4011 Certified Information Professional

CNSS 4012 Certified Senior Systems Manager


Work Experience Help Desk Analyst - Prosum 2014 – Present

Support Services Intern- Pacific Sunwear 2013 - 2013

Estimated Hours per Position

Estimated hours for assigned roles is provided in Appendix 1. Specific personnel assignments will be established

during the transition period.

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CUSTOMER REFERENCES

Prosum has a demonstrated track record of delivering IT management and support services for municipalities and

for a significant number of private businesses. The following list of references provides a representative list of

information systems consulting and outsourced IT clients similar to the City of Rancho Palos Verdes requirements.

CITY OF HERMOSA BEACH (CHB)

Client Contact Viki Copeland, Director of Finance

[email protected]

310-318-0225

1315 Valley Drive, Hermosa Beach, CA 90254

Industry Government

Outsourced IT Support Services

Outsource Helpdesk

Server and Network Infrastructure Support

Strategic IT Planning

IT Management (budgeting, vendor management, contract management, public information requests, etc.)

Proactive Network, Server and Device Monitoring

Asset Inventory

Length of Service The City of Hermosa Beach has been a satisfied Prosum client since 2005. [9+ years]

Support Solution Description

Prosum provides a comprehensive Integrated Managed Services (IMS) solution for CHB, which consists of a combination of onsite and remote support. Prosum remotely monitors and manages CHB’s environment from the Prosum Network Operations Center and provides escalation of critical issues through onsite resources on predefined weekdays. The Prosum team continuously monitors issues that affect CHB’s servers, network and desktops and respond to issues before they become critical. The Prosum team also provides systems management via preventative maintenance to ensure that CHB’s network runs efficiently and experiences less downtime. Prosum also provides IT strategy and planning for CHB through Semi-Annual Business Reviews.

TOTAL Contract Amount

$455,724 (over 3 years)

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RANCHO MISSION VIEJO (RMV)

Client Contact Linda Fitzpatrick, Director of Human Resources

[email protected]

(949) 240-3363 ext. 242

28811 Ortega Highway, P.O. Box 9, San Juan Capistrano, CA 92675

Industry Land Development


Outsource Helpdesk




Asset Inventory

Length of Service Rancho Mission Viejo has been a satisfied Prosum client since 2006. [8+ years]


Prosum provides a comprehensive Integrated Managed Services (IMS) solution for RMV, which consists of a combination of onsite and remote support. Prosum remotely monitors and manages RMV’s environment from the Prosum Network Operations Center and provides escalation of critical issues through onsite resources on predefined weekdays. The Prosum team continuously monitors issues that affect RMV’s servers, network and desktops and respond to issues before they become critical. The Prosum team also provides systems management via preventative maintenance to ensure that RMV’s network runs efficiently and experiences less downtime. Prosum also provides IT strategy and planning for RMV through Semi-Annual Business Reviews.


$360,000 (over 3 years)

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BEACH CITIES HEALTH DISTRICT

Client Contact Susan Burden, CEO

[email protected]

(310) 374-3426 ext. 118

1200 Del Amo Street, Redondo Beach, CA 90277

Industry Public Service Agency


Outsource Helpdesk




Asset Inventory

Length of Service Beach Cities Health District has been a satisfied Prosum client since 2007. [7+ years]


Prosum provides a comprehensive Integrated Managed Services (IMS) solution for BCHD, which consists of a combination of onsite and remote support. Prosum remotely monitors and manages BCHD’s environment from the Prosum Network Operations Center and provides escalation of critical issues through onsite resources on predefined weekdays. The Prosum team continuously monitors issues that affect BCHD’s servers, network and desktops and respond to issues before they become critical. The Prosum team also provides systems management via preventative maintenance to ensure that BCHD’s network runs efficiently and experiences less downtime. Prosum also provides IT strategy and planning for BCHD through Semi-Annual Business Reviews.


$480,132 (over 3 years)

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CITY OF PALOS VERDES ESTATES

Client Contact Russell J. Morreale, Director of Finance

[email protected]

(310) 378-0383 ext. 2215

340 Palos Verdes Drive West, Palos Verdes Estates, CA 90274

Industry Municipality


Outsource Helpdesk



IT Management (budgeting, vendor management, contract management, public information requests, etc.)


Asset Inventory

Length of Service The City of Palos Verdes Estates has been a happy Prosum client since 2013. [2+ years]


Prosum provides a comprehensive Integrated Managed Services (IMS) solution for PVE, which consists of primarily remote support. Prosum remotely monitors and manages PVE’s environment from the Prosum Network Operations Center and provides escalation of critical issues through onsite dispatch when the issue cannot be resolved remotely. The Prosum team continuously monitors issues that affect PVE’s servers, network and desktops and respond to issues before they become critical. The Prosum team also provides systems management via preventative maintenance to ensure that PVE’s network runs efficiently and experiences less downtime. Prosum also provides IT strategy and planning for PVE through Semi-Annual Business Reviews.


$215,820 (over 3 years)

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BROADCOM

Client Contact Anupama Asthana

Engineering Director

[email protected]

949-926-9433

5300 California Avenue Irvine, CA 92617

Industry Semiconductors; Electronics

Outsourced IT

Support Services

NetApp and EMC Storage Operations

Backup and Disaster Recovery Operations

Length of Service Since 2007 (7+ years)

Support Solution

Description

Prosum is engaged in a functional outsource with Broadcom to support their ever growing

data storage operations. Prosum is in charge of managing and maintaining Broadcom’s

storage devices from deployment to decommissioning. In addition, the Prosum team is

responsible for backup and disaster recovery of Broadcom’s data using several

technologies such as tape robotics, data replication, and snapshots. Prosum has a team of

1 manager and 5 dedicated individuals located in Irvine, CA; San Jose, CA; and Hyderabad

India.

TOTAL Contract

Amount

$2,070,000 (over 3 years)

LETTERS OF RECOMMENDATION

Attachment G – Letter of Reference: Beach Cities Health District

Attachment H – Letter of Reference: City of Hermosa Beach

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4.7 APPROACH

OVERALL APPROACH / METHODOLOGY FOR ONGOING SUPPORT

Prosum’s Integrated Managed Services provides the services of a complete IT department, without the overhead.

Our approach encompasses a bundling of IT services and people designed to provide comprehensive IT systems

management for smooth delivery to your staff and business. Prosum’s IMS offering provides excellent customer

service, skilled technicians, engineers and managers, pre-defined systems monitoring, incident/problem/change

management, antivirus, and remote access and asset management tools.

Prosum will provide a team of on-site and remote IT support staff that work in concert to maintain the IT

infrastructure and ensure services are at or above end user expectations. Our friendly helpdesk team can utilize

our remote management tools to “take over” and resolve issues and requests rapidly without drive time, access, or

user constraints. Both onsite and remote teams will deliver proactive services, complete projects and ensure there

are hands-on when needed. Prosum has found that our offering allows clients to enjoy the best of both worlds,

receiving not only the personal high touch of on-site support, but also the efficiencies of remote support. The

result is an extremely stable IT operating environment with fast incident response ensuring end user satisfaction.

In addition, the City will have access to a broad and deep range of industry subject matter expertise across the

organization that can be leveraged for technical escalations and continuous improvement projects.

SERVICE MODEL

Prosum’s delivery model and services have been adopted by many municipals in Southern California including;

Hermosa Beach, Beach Cities, Palos Verdes Estates as well as some of the water districts and other public

organizations.

As an example, for almost a decade, Prosum has successfully executed technology projects and provided ongoing

outsourced IT support services for the City of Hermosa Beach. As a result of this on-site & remote work, Prosum

has gained a strong working knowledge of the IT environment and business operations of the City. Furthermore,

over the years, Prosum has successfully transitioned a large percentage of the City’s support services from onsite

to remote, resulting in a larger pool of technical staff who are versed in the City’s unique and institutional

knowledge.

Many of the current Prosum team members are intimately familiar with the inner workings of Southern California

local municipalities since Prosum has had many cities and public entities as clients over the years (several

references were provided).

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As a result, Prosum has:

Working knowledge of many of the applications currently running at municipalities

Experience working with Police and Fire Departments

Understanding of the budgeting process

Exposure to the culture and unique needs of local municipalities

Sensitivity to the issues specific to local municipalities such as police procedures/evidence, city council

proceedings, and matters of public record

All of the above factors make Prosum the ideal partner to support the needs of the City.

APPROACH TO PROVIDING INNOVATIVE SOLUTIONS

One of Prosum’s core values is “Always be Open and Flexible” and we take this to heart. Unlike traditional

managed services providers, we are flexible and work jointly with our clients to define operating levels appropriate

for the needs of our clients’ business. Prosum enables our clients to lower IT service costs, reduce downtime, and

usher in a new sense of business continuity and security. Moreover, clients have peace of mind with the power of

Prosum’s IT service delivered “anywhere anytime” by a proven and trusted partner.

The Prosum IT leaders will work closely with the City’s business leaders to better understand the City’s long term

goals and assist in defining the activities needed to achieve the desired outcomes. Once the Prosum IT leaders

understand the goals and the activities required to support these long term goals, they can determine which

technologies are likely to be needed. They will also be able to identify gaps where current technologies are

inadequate and unlikely to develop fast enough in the future. Prosum can then assist with creating an innovative

strategy to fill these gaps.

CONTINUOUS IMPROVEMENT OF SERVICE DELIVERY

In an ongoing effort to improve service delivery, Prosum monitors, analyzes, and reports on multiple aspects of our

performance for our clients. This trending and reporting of information includes but isn’t limited to;

Volume of incidents

Response time

Resolution time

End user surveys

Regular client meetings (we listen)

Relationship and rapport building

Regular team meetings

Participation in vendor/industry/vertical seminars/workshops/conferences

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We measure our success against pre-established milestones and baselines and review the results in monthly

reports. We take the time to share the results with our clients to demonstrate our desire to continually improve

the customer experience.

CROSS-TRAINING

Prosum utilizes a rotation methodology for clients that require onsite presence. The reason for this rotation is to

ensure that many Prosum employees have the opportunity to work in and learn multiple client environments over

the course of their tenure.

Due to the broad range of skills across all of our consultants, cross-training can be limited to a 2-4 days of overlap

with another engineer so that your staff are familiar with the Prosum staff, and so training is limited to that which

is unique to your environment.

We believe this rotation strategy will satisfy the cross-training requirement outlined in this RFP.

STAFF TRAINING

Prosum understands the importance of training within the IT industry and every effort is made to ensure that our

employees have the knowledge, skills, and the ability to successfully perform the duties for the position in which

they have. Prosum fosters an environment for growth and learning through (3) primary avenues to support

employee training.

1. Training Incentive Program – provides compensation for training and certification

2. Performance Goals – jointly established goals to improve technical and/or soft skills annually

3. Partnership Requirements – in order to maintain our level of vendor partnerships, Prosum must maintain

a certain number of certified IT professionals on staff

Prosum also has a working partnership with both Quickstart Intelligence and New Horizons Learning Centers,

leading IT training providers in Southern California where we receive heavy discounts for IT training courses.

DOCUMENTATION

We conduct comprehensive, accurate, and up-to-date audit and inventory of computers, servers, and mobile

devices on your network using a combination of tools, and of course Request, Incident and Problem and

Knowledge management in our ticketing system. If it isn’t in our ticketing system, it didn’t happen.

Prosum provides Asset Management capabilities through a combination of our standard tools and processes.

We’re able to provide a comprehensive hardware and software audit, inventory and control of all servers,

workstations and laptops under our management.

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The web based inventory management system utilizes Barcode and/or QRCode technology which allows IT to scan

labels from any smartphone to quickly pull up asset details, whenever and wherever. The tool has many other

features including check in/check out and reporting capabilities.

We use a secure and encrypted password database for storing passwords and light documentation such

as vendor contacts, which can be utilized by the City.

We use a portal for comprehensive documentation including process and procedures & client specific

documents

We use our ticketing system for knowledgebase articles and ‘how to’ documents

ADDITIONAL CHARGES / OUT OF SCOPE SERVICES

Prosum’s current pricing structure is based on several variables including the number of users & devices

supported, complexity of the environment, number of locations, etc. Prosum will maintain your existing

environment, as it exists, for a fixed monthly fee with unlimited proactive and responsive support. However, as

major changes are made to the environment, such as adding new servers, locations, network equipment, etc., this

would constitute an out of scope project and therefore incur a project cost as well as an possible increase in the

monthly fee.

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4.8 TRANSITION

FLEXIBILITY TO INTEGRATE THE CITY’S RETAINED IT SERVICES, PPOCESSES, AND PRACTICES

The process from transitioning from one outsourced provider to another presents inherent risks. While there is

minimal likelihood that the released vendor would behave in a malicious manner, Prosum will take steps to

mitigate any possible risks through the following;

Capture all system passwords

Gather information about system configurations prior to transition

Gather information about security policies prior to transition

Identify current incident queues

Review data backup coverage and remediate issues found

Gather most recent documentation

In order to optimize the support model through discovery, knowledge acquisition, process definition and

improvement activities, Prosum will follow a phased approach as detailed below. Prosum has found that this

approach is extremely flexible for our clients. If Prosum identifies an area of improvement around any of the City’s

retained services, processes, and practices, we will work very closely with the City’s IT Manager to discuss, plan

and implement these changes. If a change is necessary and would improve the efficiency and/or effectiveness of

the City’s objectives, it would be introduced it in phases with a goal of minimal to no impact to the user

community. We believe that appropriate communication is a key factor in Prosum’s delivery of excellent services.

Should a change in a process, procedure or a technology be needed, all end users will be notified well ahead of

time to ensure that all questions are answered and everyone has a chance to prepare for upcoming changes.

PHASE 1 – DISCOVERY & STABILIZATION

a. Network assessment

b. Business alignment

c. Review backup history for adherence to data retention policies

d. Documentation

e. Remediation

f. Recommendations

g. Requirements

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PHASE 2 – SERVICE LEVEL MANAGEMENT AND STRATEGY

h. Support

i. Scheduled services

j. Incident, Problem, and Change management

k. Reporting and Trending

l. Business Reviews

PHASE 3 – CONTINUOUS IMPROVEMENT PROJECTS

m. Projects

n. Partner services

Being that the incumbent will most likely be heavily involved in the 6 week transition, Prosum’s approach will be to

leverage their expertise and continue to utilize their services for day to day support while Prosum’s staff trains

alongside them while learning and documenting issues.

The rest of the Prosum team will focus on the following activities;

Validate/modify original support assumptions from the RFP

Clearly define & document interactions between the Prosum and RPV team

Roles and responsibilities

Processes

Incident tracking, resolution, and escalation

Validate incident prioritization and expected response times

Identify areas of risk and opportunities for improvement

Begin strategic discussions with IT Manager that will become the foundation for an IT Roadmap

Once the incumbent has transitioned out, Prosum will immediately;

Lock down the network

Change al the critical administrative passwords

Survey the network for possible security breaches

TRANSITION TEAM

Based on our experience in transitioning clients from an incumbent, Prosum typically spends up to 3 months of

activities for clients of similar size and complexity to the City of Rancho Palos Verdes. Also, Prosum would

inherently schedule more resources during this period of high activity.

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The Prosum transition team will be made up the following roles and responsibilities; multiple roles can be held by

the same resource.

END USER COMMUNICATION PLANS, ORIENTATION, AND TRAINING.

Prosum believes in personal touch especially when coming in as the new IT support partner. During the first 30

days of the engagement, Prosum will perform the following services;

Staff communication and training through formal lunch-and-learn events and online sessions

In-cube contact cards with Customer Care contact methods

Power user knowledge transfer of IT process criticality and priority ranking

Post implementation executive review meetings

CHANGE MANAGEMENT PROCESS

Prosum follows ITIL processes and has a very mature change management process that’s been in place since 2011.

Prosum’s Change Advisory Board (CAB) is made up of several key members with stakeholder interest in the IT

production environment of Prosum’s clients. In general, the CAB is composed of members with a wide range of

expertise and familiarity of business requirements, user community, and IT system technology. The CAB meets

weekly to discuss, review and approve or deny all Request for Changes (RFCs).

Our process includes the following steps;

1. Propose and receive approval from the client sponsor

2. Scheduled and submit the Request for Change (RFC) within Prosum’s change management system

3. Change Advisory Board approves the RFC

4. Complete the implementation of the RFC

5. Post-implementation review of the RFC

6. Close the RFC within the Prosum change management system

7. Communicate with client sponsor regarding post-implementation review of RFC

IT Manager

•Oversight & QA, drives all transition activities, status reporting, manages client expectations

Senior Engineer

•Technical assessment & documentation, technical knowledge transfer

Operations Manager

•Implementing tools, processes & procedures, business alignment

Support Engineer

•Hands on user support, learning & documenting incidents, assist Sr. Engineer where needed

Helpdesk (Customer Care)

•Hands on user support, learning & documenting incidents

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KEY TRANSITION ACTIVITIES

Concurrent to taking over IT support responsibilities, Prosum will conduct a deep dive IT environment assessment/

health check. The overall objectives of the Technology Health check are to:

Assess server and data center environment.

Evaluate current level of security of network and servers, and ability to protect critical data.

Review backups, and disaster recovery needs and capabilities to align with business continuity needs.

Ensure that technology solutions align with industry best practices.

There are three phases to the IT Assessment:

1. Infrastructure Architecture Assessment

A holistic review of the infrastructure architecture and design, comparing your current environment with proven reference architectures and real-world best practices.

2. Configuration and Stability Assessment

A detailed review of individual device configuration and comparison to industry and vendor best practices. We analyze the existing operational state of the environment to assess overall stability and reliability. We provide detailed recommendations for improvement.

3. Network Performance Monitoring

We deploy advanced software tools to monitor and report on the infrastructure devices. Tools are also used for detailed analysis and correlation of infrastructure device configuration.

OPERATIONS / ADMINISTRATION SERVICES

Technology should help meet specific business goals and provide value. The Business IT Needs assessment helps to

assess whether the deployed technology is meeting these goals, and will provide a basic blueprint for improving

the technology for achieving business objectives.

Business function analysis provides visibility into the existing alignment of strategic business initiatives with

technology investments. This visibility is the starting point for helping organizations define where improvements

and changes need to be made so that the IT function delivers the business results that the organization requires.

The outcome of the activities will be identifications of the greatest areas of vulnerability and/or greatest

opportunities for driving value, based on business impact and the current state of IT.

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1) Survey

Electronic survey of user groups

2) Interviews / Relationship building

Stakeholders

City Manager

CFO/Director of Finance

IT Manager

Other executives as determined

SMEs/Power Users

Key employees

HELP DESKTOP / SUPPORT SERVICES

1) Review documentation

Ticket report analysis

Knowledgebase articles

2) Shadow existing helpdesk resources

Learn the culture & record notes

Learn frequent types of incidents/requests & document

3) Start working incidents with existing helpdesk resources

4) Perform knowledge transfer to Prosum helpdesk staff

SYSTEM ADMINISTRATION / INFRASTRUCTURE SERVICES

1) Review documentation of current state IT environment

IT Processes

Disaster Recovery Plan

Infrastructure & network architecture diagrams

Information Flow Diagrams

Vendor Listings / contracts

Hardware and Software Refresh Lifecycle

2) Create/Update documentation

Daily/weekly/monthly tasks

Create ongoing maintenance and servicing calendar

3) Utilize a network discovery tool to catalog software versions and current patching status

Determine overall health of systems, websites, phone systems, etc.

4) Evaluate servers, physical network devices, websites and overall infrastructure

Directory Servers

File and Print Servers

Messaging Environment

Unified Communications environment

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38

Database Servers

Web Servers & associated components

Collaboration Servers

Remote Access

Virtualized Environment

Firewalls & Switches

Power Supply

Bandwidth Usage

Phone system & associated components

VOICE AND COMMUNICATIONS SERVICES

See System Administration / Infrastructure Services

NETWORK, CABLING, SWITCHING, ROUTING & WIRELESS SERVICES


WEBSITE TECHNOLOGY SERVICE


LIST TRANSITION MILESTONES AND PROJECTED TIMELINES.

LIST RISK AND ISSUE MANAGEMENT PROCESSES.

Risk mitigation is reviewed in detail in the narrative for the overall management of the transition process.

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39

4.9 PRICING (SEE ATTACHMENT 1)

In addition to assumptions dictated by the RFP, all pricing is based on the following assumptions:

1. Two (2) onsite personnel during all business hours.

a. One onsite staff member will be 100% dedicated to supporting RPV.

b. Non-dedicated staff will be 50% dedicated to supporting RPV.

2. Non-dedicated onsite staff will be rotated regularly for knowledge transfer and to add additional expertise

throughout standard operations.

In the event that these assumptions are not accurate, Prosum reserves the right to reevaluate pricing presented in

this response.

BASE PRICING

Description Year 1 Year 2 Year 3 Year 4 TOTALS

Base Contract $248,170 $255,615 $263,284 $271,182 $1,038,251

TRANSITION


Transition $50,880 $0 $0 $0 $50,880

POOL OF CONSULTING HOURS


Consulting Pool $15,000 $15,000 $15,000 $15,000 $60,000

ADDITIONAL SERVICES

None at this time.

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40

SUMMARY OF COSTS


Base Contract $248,170 $255,615 $263,284 $271,182 $1,038,251

Transition $50,880 $0 $0 $0 $50,880

Consulting Pool $15,000 $15,000 $15,000 $15,000 $60,000

Additional Services $0 $0 $0 $0 $0

TOTALS $314,050 $270,615 $278,284 $286,182 $1,149131

4.10 SPECIAL FORMS

4.11 ANTI-COLLUSION AFFIDAVIT

Please see Attachment F – Anti-Collusion Affidavit and Terms and Conditions.

4.12 STANDARD TERMS AND CONDITIONS

Please see Attachment F – Anti-Collusion Affidavit and Terms and Conditions.

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41

4.12.1 SLA CROSS REFERENCE TABLE

Hyperlinks to approach specifics are provided in the table below.

No. Categories of Support / Service Level Included In Approach?

Included in Price?

Meets Requirement?

5.3.1 Administrative / Reporting

5.3.1a Report Generation 5.1.1 Pg 43

Base Pg 39

Yes

5.3.1b IT Document Catalog Management 5.1.1 Pg 43

Base Pg 39

Yes

5.3.1c Physical Security 5.1.1 Pg 43

Base Pg 39

Yes

5.3.2 Help Desk / Support Services

5.3.2a Help Desk Support 5.1.2 Pg 44

Base Pg 39

Yes

5.3.3 Systems Administration / Infrastructure Services

5.3.3a Systems and Server Operation 5.1.3 Pg 45

Base Pg 39

Yes

5.3.3b Business Application / Database Management

5.1.3 Pg 45

Base Pg 39

Yes

5.3.3c Capacity and Performance Management

5.1.3 Pg 45

Base Pg 39

Yes

5.3.3d Disaster Recovery 5.1.3 Pg 45

Base Pg 39

Yes

5.3.4 Voice and Communications

5.3.4a Email / Messaging / Conferencing 5.1.4 Pg 46

Base Pg 39

Yes

5.3.4b Telephone Services 5.1.4 Pg 46

Base or Pool Pg 39

Yes

5.3.5 Network, Cabling, Switching, and Routing

5.3.5a Network Management 5.1.5 Pg 47

Base Pg 39

Yes

5.3.5b Network Security 5.1.5 Pg 47

Base Pg 39

Yes

5.3.3 Website Technologies Services

5.3.6a Web Site Support 5.1.6 Pg 48

Base or Pool Pg 39

Yes

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42


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43

5 STATEMENT OF WORK AND SERVICE LEVEL AGREEMENTS (SLA)

5.1 GENERAL OPERATIONS

5.1.1 OPERATIONS / ADMINISTRATION SERVICES (SLA 5.3.1 A, B, C)

Prosum will provide the City with an Engagement Manager or Site Lead who will work closely with the City IT

Manager to ensure that the City’s IT needs are met. This person will act as the City IT Manager’s single-point-of-

contact for all issues related to Prosum’s service delivery, and will be accountable for the continuous

improvement of Prosum services by providing best practice solutions, recommend upgrades and changes, and

closely monitor Prosum’s adherence to the City’s SLAs.

Prosum utilizes Professional Services Automation (PSA) and Remote Management & Monitoring (RMM) tools to

conduct incident & problem management, event management, request fulfilment and access management. With

these tools, Prosum is able to monitor and measure performance metrics, detect trends or recurring issues,

manage assets, etc. During onboarding, Prosum will work with the City to determine the appropriate reports

needed for proper measurement of SLAs. Much of these reports are already “canned” and available within our

tools. Prosum has access to the raw data and can provide the City with additional reports as needed.

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5.1.2 HELP DESKTOP / SUPPORT SERVICES (SLA 5.3.2 A)

Prosum provides access to a team of customer care technicians between 6am – 6pm PST for standard requests.

After hours, on-call support is also provided to address critical issues as defined below. Any support issue reported

through Prosum’s helpdesk number will be assigned a priority level and then assigned to the appropriate resource

for resolution.

Priority levels are assigned to all incidents, both system and user generated. Through the transition period, these

priority levels will be further honed and agreed upon based on business requirements. During coverage hours,

Prosum will categorize problems per the priority levels below:

Priority Severity Description Response Resolution SLO

P1 CRITICAL The situation needs immediate attention. This level is reserved for issues having a critical impact on business operations. This is the highest priority, directly affecting customer’s time-sensitive business functions and/or a majority of users.

Assign senior resources and begin resolution immediately

Updates are provided every 4 hours

2 hours

P2 HIGH This level is used for issues with significant impact or time sensitive service requests that directly affect important administrative functionality and/or a large number of users.

Assign senior resources, begin resolution within 2 hours

4 hours

P3 NORMAL Default level – does not require expedited handling. Does not directly affect core business functions or important administrative functionality, and generally only affects one or a few users.

Assign resources and begin resolution within 24 hours

1 week

P4 LOW This level is not time sensitive. It has no immediate impact on business functions or administrative functionality.

Assign resources and begin resolution within 48 hours

2 weeks

P5 REQUEST This type of request has the most time flexibility, and will generally consist of requests for new hardware, software, or upgrades (Move, Add, Changes).

Scheduled based on resource availability and user needs

N/A

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45

5.1.3 SYSTEM ADMINISTRATION / INFRASTRUCTURE SERVICES (SLA 5.3.3 A, B, C, D)

We proactively update and manage all your computers and servers remotely. Prosum also monitors and ensures

the backups occur consistently and successfully. Every aspect of your network is monitored and issues can be

spotted and fixed before they can cause any type of problem.

24X7X365 MONITORING

We monitor your network for slow or failing components and generate notifications when predefined thresholds

are exceeded.

NETWORK ADMINISTRATION

We install and maintain network hardware and software, analyze problems, and monitor networks to ensure their

availability to users. We gather data to evaluate a system’s performance, identify user needs, and determine

system and network requirements to maintain system efficiency.

BACK-UP CONFIGURATION AND MONITORING

We ensure that all critical business systems are successfully backed up for restoration in the event of a failure.

Upon request, Prosum will provide a backup appliance that enables off-site backup and storage.

ASSET MANAGEMENT

We conduct comprehensive, accurate, and up-to-date audit and inventory of computers, servers, and mobile

devices on your network.

ANTI-VIRUS/ANTI-MALWARE SECURITY

We provide complete protection from potentially dangerous programs and network attacks to quickly detect,

destroy, and prevent malware. Prosum will deploy a suite of Anti-Virus and Anti-Malware technologies within the

scope of this agreement.

REPORTING & TREND ANALYSIS

From hardware and software inventory to bandwidth usage and server uptime, we provide the information

needed to effectively manage the network infrastructure and respond quickly to audits and other compliance and

regulatory requests.

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46

INCIDENT MANAGEMENT

The objective of incident management is service restoration as quickly as possible. We utilize an escalation

methodology to expedite resolution, while retaining incident ownership.

Alerting

Servers/Storage/Network

Alerting

Auto-Trouble TicketGeneration

Manual-Trouble TicketGeneration

End-Users/IT Staff

Monitoring ToolsCall Center

Ticket Resolution

Tier 1 Helpdesk

Ticketing System

Tier 2 Helpdesk

Ticket Resolution

Ticket Escalation

Tier 3 Tech Expertise

Ticket Escalation

Phase 2Operations

Tier 4 Architect/Vendor

Reporting

OperationalChange & Release

Phase 3:ProjectChange & Release

Root Cause Analsis

5.1.4 VOICE AND COMMUNICATIONS SERVICES: (SLA 5.3.4 A, B)

EMAIL/MESSAGING/CONFERENCING

Exchange and Lync server support and administration is considered in scope of this engagement as outlined in

section

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47

5.1.3 System Administration / Infrastructure Services (SLA 5.3.3 a, b, c, d).

TELEPHONE SERVICES

Prosum will support the management of the Lync telephone system, switches, desktop sets, etc. This includes

documentation, software/firmware upgrades, moves/adds/changes, troubleshooting basic problems, etc.

Prosum will maintain ownership of the system and will partner with a third party phone services company to

support advanced issues and major upgrades. Engagement of the outside phone service company is subject to

additional time & materials (T&M) fees.

5.1.5 NETWORK, CABLING, SWITCHING, ROUTING & WIRELESS SERVICES: (SLA 5.3.5 A, B)

NETWORK MANAGEMENT

Prosum will maintain the City’s network infrastructure as outlined in section

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48

5.1.3 System Administration / Infrastructure Services (SLA 5.3.3 a, b, c, d) This includes management and

troubleshooting of the network devices (routers, switches, wireless access points, etc.), configuration management

and backup, IP addressing, bandwidth management, etc.

Prosum will perform troubleshooting or quick/minor repairs of network cabling. Any multiple cable installations,

new drops and cabling projects would be outside the scope and will utilize the services of a third-party cabling

vendor for an additional fee.

NETWORK SECURITY

Prosum will take proactive steps to secure the City’s data from unauthorized external and internal access. This

includes but not limited to:

1. Patching – Prosum will work with the City to come up with a recurring patch maintenance schedule. We

will assume full ownership of patching the City’s servers, workstations, and if necessary network device

firmwares.

2. Anti-virus/anti-malware – Prosum will provide the City with comprehensive anti-virus and anti-malware

for all Windows systems. Prosum will monitor and maintain updates and take steps to troubleshoot any

virus or malware detections. This service is included in the City’s monthly fees to Prosum at no additional

cost.

3. Firewall policies – Prosum will maintain the City’s firewall policies and rules to prevent unauthorized

access to internal systems.

4. Prosum will coordinate third-party testing for vulnerabilities, and remediate any issues reported.

5. Assist the City to document a Security Management plan. Once this plan is in place, Prosum will work to

maintain adherence and make or suggest any necessary updates.

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49

5.1.6 WEBSITE TECHNOLOGY SERVICE: (SLA 5.3.6 A)

Prosum will provide the City with limited web site support. Typical activities within this scope of work include:

1. Publishing minor content updates

2. Assisting the City with minor graphics resizing, compressing, changing formats, adding text, etc.

3. Coordinate and provide assistance to third party web developers

4. Maintain the City’s SharePoint infrastructure

The following activities are considered out of scope and may incur additional time & materials costs:

1. Web development

2. Graphics design

3. Custom SharePoint development

4. Web host migration

5.2 POOL OF CONSULTING HOURS

See Appendix 1 for rate table.

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50

5.3 SERVICE LEVEL AGREEMENTS

Prosum reserves the right to negotiate ongoing SLA metrics and measurements based on a deeper understanding

of the environment, expectations, and interdependencies established through the transition process.

5.3.1 A. ADMINISTRATIVE / REPORTING DEFINITION

Please review Section 5.1.1 for approach to meeting SLAs.

5.3.1 B. IT DOCUMENT CATALOG MANAGEMENT


5.3.1 C. PHYSICAL SECURITY


5.3.2 A. HELP DESK SUPPORT


5.3.3 A. SYSTEMS AND SERVER OPERATIONS


5.3.3 B. BUSINESS APPLICATION / DATABASE MANAGEMENT


5.3.3 C.CAPACITY AND PERFORMANCE MANAGEMENT


5.3.3 D. DISASTER RECOVERY


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51

5.3.4 A. EMAIL / MESSAGING / CONFERENCING


5.3.4 B. TELEPHONE SERVICES


5.3.5 A. NETWORK MANAGEMENT


5.3.5 B. NETWORK SECURITY


5.3.6 A. WEB SITE SUPPORT


141

52

RFP MANDATORY PRICING MATRIX

142

53

143

54

144

55

145

56

SUMMARY OF ATTACHMENTS

REQUIRED SUBMISSION

Attachment 1 – Mandatory Pricing Matrix

SUPPORTING DOCUMENTS

Attachment A – Bank Reference

Attachment B – Dun & Bradstreet Credibility Corp

Attachment C – Prosum 2014 Profit Loss Statement

Attachment D – Certificate of Liability Insurance

Attachment E – Felony Convictions

Attachment F – Anti-Collusion Affidavit and Terms and Conditions

Attachment G – Letter of Reference: Beach Cities Health District

Attachment H – Letter of Reference: City of Hermosa Beach

146

Attachment 1Proposer Name: Prosum, Inc.

Services Vendor Proposed Position Qualifications

Hours Per Year On-site or Remote Rate Per

HourAnnual

CostRate Per

HourAnnual

CostRate Per

HourAnnual

CostRate Per

HourAnnual

CostGeneral Operations and AdministrationIT Manager <please see BIOs in RFP response> 416 Remote/On-Demand 110 45,760$ 113 47,133$ 117 48,547$ 120 50,003$ Sr. Manager / Sr. Director 26 Remote/On-Demand 185 4,810$ 191 4,954$ 196 5,103$ 202 5,256$

Sub-Total 442 50,570$ 52,087$ 53,650$ 55,259$ Help Desk and Support Helpdesk Analyst #1 <please see BIOs in RFP response> 2080 Onsite - 5 days 50 104,000$ 52 107,120$ 53 110,334$ 55 113,644$ Helpdesk Analyst #2 416 Onsite - 2 days 50 20,800$ 52 21,424$ 53 22,067$ 55 22,729$ Support Engineer 312 Onsite - 2 days 75 23,400$ 77 24,102$ 80 24,825$ 82 25,570$

Sub-Total 2808 148,200$ 152,646$ 157,225$ 161,942$ System Administration and InfrastructureSr. Engineer <please see BIOs in RFP response> 69 Onsite - 1 days 150 10,400$ 155 10,712$ 159 11,033$ 164 11,364$ Operations Engineer 208 REMOTE 50 10,400$ 52 10,712$ 53 11,033$ 55 11,364$

Sub-Total 277 20,800$ 21,424$ 22,067$ 22,729$ Voice and CommunicationsSr. Engineer <please see BIOs in RFP response> 69 Onsite - 1 days 150 10,400$ 155 10,712$ 159 11,033$ 164 11,364$

-$ -$ -$ -$ Sub-Total 69 10,400$ 10,712$ 11,033$ 11,364$

Network, Cabling, Switches, and RoutingSr. Engineer <please see BIOs in RFP response> 69 Onsite - 1 days 150 10,400$ 155 10,712$ 159 11,033$ 163.90905 11,364$

-$ -$ -$ -$ Sub-Total 69 10,400$ 10,712$ 11,033$ 11,364$

Web Site / Business TechnologiesSupport Engineer <please see BIOs in RFP response> 104 Onsite - 2 days 75 7,800$ 77 8,034$ 80 8,275$ 81.954525 8,523$

-$ -$ -$ -$ Sub-Total 104 7,800$ 8,034$ 8,275$ 8,523$

Optional Categories of Service -$ -$ -$ -$ GIS, Aerial Pictometry and MappingN/A - not bidding on this N/A - not bidding on this -$ -$ -$ -$

-$ -$ -$ -$ Sub-Total 0 -$ -$ -$ -$

Audio/Visual and Broadcast TechnologiesN/A not bidding on this N/A - not bidding on this -$ -$ -$ -$

-$ -$ -$ -$ Sub-Total 0 -$ -$ -$ -$

Total 7540 248,170$ 255,615$ 263,284$ 271,182$

4.9.1 - 1 Base Contract Pricing Chart (Years 1 to 4)

Note: Add as many "Position" rows as are necessary to show all staff.

YEAR 1

NOTE: Please provide the "Position" title and the "Position Qualifications" you require for someone placed in this position.

YEAR 2 YEAR 3 YEAR 4

147

Attachment 1

Transition Personnel Hours On-site or Remote Rate per Hour Total Cost

IT Manager 48 On-Demand 110$ 5,280$ Operations Manager 48 On-Demand 175$ 8,400$ Sr. Engineer 96 Onsite 150$ 14,400$ Support Engineer 48 Onsite 75$ 3,600$ Helpdesk Analyst 240 Onsite 50$ 12,000$ Project Manager 48 On-Demand 150$ 7,200$

Sub-total 528 50,880$

Transition Tools Cost

SoftwareN/A -$

Sub-total -$ HardwareN/A -$

Sub-total -$ Other (Specify)N/A -$

Sub-total -$ Total Tranistion Cost 50,880$

NOTE:

4.9.1 - Transition Pricing Chart

Add as many lines as necessary for all "Transition" personnel (Column A).Add additional lines to clearly state all costs for equipment, tools, software, etc.(Column A, Transition Tools)

148

Attachment 1

25%

Possible Positons Rate per Hour After business hours rate per hour On-site or Remote

IT Manager 125$ 156$ On-DemandOperations Manager 175$ 219$ On-DemandSolutions Architect 225$ 281$ On-DemandSecurity Architect 250$ 313$ On-DemandSr. Project Manager 175$ 219$ On-DemandProject Manager 150$ 188$ On-DemandData Base Administrator 175$ 219$ On-DemandSystems Analyst - Business 200$ 250$ On-DemandSystems Analyst - Technical 175$ 219$ On-DemandProgrammer/Analyst 150$ 188$ On-DemandNetwork Engineer 150$ 188$ On-DemandSystems Engineer 150$ 188$ On-DemandSystems Administrator 125$ 156$ On-DemandSupport Engineer 75$ 94$ On-DemandHelp Desk Analyst 50$ 63$ On-DemandHelp Desk Engineer 65$ 81$ On-DemandLync Engineer 175$ 219$ On-DemandLync Architect 225$ 281$ On-Demand

NOTE:

On-Demand means depends on the project, escalation, etc

4.9.1 - Consulting Rate Card Pricing Chart

Add correct titles under Possible Positions. These are examples which may or may not apply to each Proposer.Add additional positions in Column A for every possible resource available to the City.Indicate whether resource is available remotely or would be on-site.

149

Attachment 1

Additional Services/Projects On-site or Remote One-time Cost Annual Cost

N/A N/A N/A N/A

Note:

4.9.1 - Additional Service Pricing Chart

Assumptions

1) N/A2)

Include assumptions relative to additional service/project that should be considered.

4)3)

5)

Explain each additional service/project.

151

Attachment 1

Year 1 Year 2 Year 3 Year 4 Total

Base Contract 248,170$ 255,615$ 263,284$ 271,182$ 1,038,251$ Transition 50,880$ -$ -$ -$ 50,880$ Consulting Pool 15,000$ 15,000$ 15,000$ 15,000$ 60,000$ Additional -$ -$ -$ -$ -$ Total 314,050$ 270,615$ 278,284$ 286,182$ 1,149,131$

Hours Rate TOTALS25 175$ 4,375$ 25 125$ 3,125$ 50 150$ 7,500$ 100 15,000$

4.9.1 - Summary of Costs

152

Selected Company: Prosum Inc.DUNS #: 006108075

Business Summary

Special EventsThere have been no special events reported to D&B for this company.

Officers and Directors

RAVI CHATWANI CEO

JOHN PETRI CFO

KEN ASTER V PRES

Name TitleCurrent Officers

RAVI CHATWANI

JOHN PETRI

KEN ASTER

NameCurrent Directors

Overview

History and Operations

Build: 1003 Welcome, Linda

1.800.700.2733

Company Name: PROSUM INC.

DUNS #: 006108075

DBA's: N/A

Address: 2321 Rosecrans Ave Ste 4225

City: El Segundo

State: CA

Zip: 90245

Phone: 3104041545

Principal: RAVI CHATWANI

Year Started: 1996

Employs: 111 which includes officer(s). 57 employed here.

87480402 Systems engineering consultant, ex. computer or professional73740000 Data processing and preparation

SIC Code(s):

518210 Data Processing, Hosting, and Related Services541690 Other Scientific and Technical Consulting Services

NAICS Code(s):

Legal Structure: N/A

154

https://www.dandb.com/product/ecomm/logout?logoutusr=16452409

javascript:void(0);

https://www.dandb.com/product/ecomm/productPurchase?view=false

Company History

Provides computer and data processing, and preparation. Provides business consulting services,specializing in systems engineering.

Has 250 account(s). Terms are cash, check or credit card, on a retainer plus additional billings, Net 10days, contractual basis, on a fee basis and Net 30 days. Sells to manufacturers, wholesalers, non profitorganizations, retailers, commercial concerns and government. Territory : United States.

Operations

111 which includes officer(s). 57 employed here.

Employees

Occupies premises on 4th floor of a multi story steel building.

Facilities

LocationCentral business section on main street.

U.S. BranchName Location DUNS #:PROSUM INC. IRVINE, CALIFORNIA 800568250

U.S. SubsidiaryThere are currently no U.S. subsidiaries listed in this company report.

International BranchThere are currently no international branches listed in this company report.

International SubsidiaryThere are currently no international subsidiaries listed in this company report.

Payment Summary

Top Industries

Total

Received

Total Dollar

Amount

Largest High Credit

Payment summary

Within

Terms

Days Slow

31 3080 8190 90

Misc business credit 4 $3,500 $1,000 100% 0 0 0 0

Data processing svcs 1 $5,000 $5,000 50% 50 0 0 0

Employment agency 1 $5,000 $5,000 50% 50 0 0 0

Misc business service 1 $1,000 $1,000 100% 0 0 0 0

Executive office 1 $1,000 $1,000 100% 0 0 0 0

Misc equipment rental 1 $750 $750 100% 0 0 0 0

Telephone

communictns1 $750 $750 100% 0 0 0 0

Security broker/deal 1 $500 $500 100% 0 0 0 0

Radiotelephone

commun1 $250 $250 100% 0 0 0 0

Payments

155

Other Categories

Whol computers/softwr 1 $250 $250 100% 0 0 0 0

Nonclassified 1 $250 $250 100% 0 0 0 0

Reg misc coml sector 1 $100 $100 100% 0 0 0 0

Lithographic printing 1 $50 $50 100% 0 0 0 0

Cash experiences 3 $850 $750

Unknown 2 $800 $750

Unfavorable comments 0 $0 $0

Placed for collections

with D&B:0 $0 $0

Other 0 N/A $0

Total in D&B's file 21 $20,050 $5,000

The highest Now Owes on file is $5,000

The highest Past Due on file is $750

There are 21 payment experience(s) in D&Bs file for the most recent 24 months, with 12 experience(s) reportedduring the last three month period.

Payment Details

Total (Last 12 Months): 21

Date Paying Record High Credit Now Owes Past Due Selling Terms Last sale w/f (Mo. )

01/2015 Ppt $0 $500 $0 1 mo

01/2015 Ppt $1,000 $0 $0 23 mos

01/2015 Ppt $500 $250 $0 N30 1 mo

01/2015 Ppt $250 $0 $0 N30 612 mos

01/2015 Ppt $250 $0 $0 45 mos

12/2014 Ppt $1,000 $1,000 $0 1 mo

12/2014 Ppt $1,000 $0 $0 612 mos

12/2014 Ppt $1,000 $0 $0 612 mos

12/2014 Ppt $50 1 mo

12/2014 PptSlow 30 $5,000 $5,000 $750 1 mo

11/2014 Ppt $1,000 1 mo

11/2014 (012) $50 Cash account 612 mos

09/2014 (013) $50 1 mo

08/2014 Ppt $750 $0 $0 612 mos

08/2014 (015) $750 $0 $0 612 mos

05/2014 (016) $750 Cash account 1 mo

05/2014 (017) $100 1 mo

05/2014 (018) $50 Cash account 1 mo

156

04/2014 Ppt $750 $100 Lease Agreemnt

04/2014 PptSlow 30 $5,000 $0 $0 N30 612 mos

02/2014 Ppt $250 $0 $0 612 mos

Payments Detail Key: 30 or more days beyond terms

Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed.

Payment experiences reflect how bills are met in relation to the terms granted. In some instances payment beyondterms can be the result of disputes over merchandise, skipped invoices etc.

Each experience shown is from a separate supplier. Updated trade experiences replace those previouslyreported.

Key Financial Comparisons

($) ($) ($)

This Company's Operating Results Year Over Year

Net Sales NA NA NA

Gross Profit NA NA NA

Net Profit NA NA NA

Dividends / Withdrawals NA NA NA

Working Capital NA NA NA

This Company's Assets Year Over Year

Cash NA NA NA

Accounts Receivable NA NA NA

Notes Receivable NA NA NA

Inventories NA NA NA

Other Current NA NA NA

Total Current NA NA NA

Fixed Assets NA NA NA

Other Non Current NA NA NA

Total Assets NA NA NA

This Company's Liabilities Year Over Year

Accounts Payable NA NA NA

Bank Loan NA NA NA

Notes Payable NA NA NA

Other Current NA NA NA


Long Term Debt NA NA NA

Defferred Credit NA NA NA

Net Worth NA NA NA

Finances

157

Total Liabilities And Net Worth NA NA NA

Balance Sheet

We currently do not have any recent financial statement on file forthis business.

Fiscal Consolidated Statement Dated

Key Business Ratios

(Industry Median is based on this number of firms: )

This CompanyIndustry

MedianIndustry Quartile

Solvency

Quick Ratio NA NA NA

Current Ratio NA NA NA

Current Liabilities to Net Worth NA NA NA

Current Liabilities to Inventory NA NA NA


Fixed Assets to Net Worth NA NA NA

Efficiency

Collection Period NA NA NA

Inventory Turn Over NA NA NA

Sales to NWC NA NA NA

Acct Pay to Sales NA NA NA

Profitability

Return on Sales NA NA NA

Return on Assets NA NA NA

Return on NetWorth NA NA NA

Summary

This following public filing data includes both open and closed filings found in D&B's database on this company. It is forinformational purposes only and is not the official record. Certified copies can be obtained from the official source.

Record Type # of Records Most Recent Filing Date

Public Filings

158

Liens 1 01/13/0011UCC Filing 6 05/05/0011

Government History 1 N/A

Details

Judgements

No judgments have been reported to D&B on this company.

Liens

A lien holder can file the same lien in more than one filing. The appearance of multiple liens filed bythe same lien holder against a debtor may be indicative of such an occurance.

Amount: 8235

Status: Open

Case Number: 107245529287

Type State: State Tax

Filed By: CA EMPLOYMENT DEVELOPMENT DEPARTMENT

Against: PROSUM CONSULTING, INC.

Where Filed: SECRETARY OF STATE/UCC DIVISION,SACRAMENTO, CA

Date Status Attained: Feb 17, 2015

Date Filed: 09/17/10

Latest Info Received: 01/13/11

Suits

No suits have been reported to D&B on this company.

UCC Filings

Collateral: Inventory and proceeds Assets and proceeds Account(s) and proceeds General intangibles(s) andproceeds and OTHERS

Type: Original

Secured Party: AMERICAN BUSINESS BANK, LOS ANGELES, CA

Debtor: PROSUM, INC.

Filing Number: 057028117677

Filed With:



Original Filing Number:

Original UCC Filed Date:

Collateral: Inventory and proceeds Account(s) and proceeds Assets and proceeds General intangibles(s) andproceeds and OTHERS

159

Type: Amendment




Filed With:



Original Filing Number: 057028117677

Original UCC Filed Date: 05/23/05

Collateral:

Type: Amendment


Debtor: PROSUM CONSULTING, INC.


Filed With:





Collateral:

Type: Continuation


Debtor: PROSUM CONSULTING, INC.


Filed With:





Collateral:

Type: Amendment




Filed With:





Collateral:

Type: Amendment

Secured Party: GE COMMERCIAL DISTRIBUTION FINANCECORPORATION, ST. LOUIS, MO

Debtor: PROSUM INC.


Filed With:




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Bankruptcies

No bankruptcies have been reported to D&B on this company.

Government History

Borrower(Dir/Guar): NO

Administrative Debt: NO

Contractor: NO

Grantee: NO

Party excluded from federal program(s):

NO

Labor Surplus Area: YES (2015)

Small Business: YES (2015)

8(A) Firm: N/A

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http://www.bbb.org/sanjose/business-reviews/business-credit-builder/dun-and-bradstreet-credibility-in-malibu-ca-100098818#bbbseal

PROSUM, INC.STATEMENT OF INCOME

(UNAUDITED)

December 31,2014

Revenues earned 35,160,218$

Cost of revenues earned 24,972,105

Gross profit 10,188,113

Selling, general and administrative expenses 9,601,318

Other income (expense): Interest income - Interest (expense) (37,622) (Loss) on disposal of property and equipment (2,217)

(39,839)

Income before provision for income taxes 546,956

Provision for income taxes 24,431

Net income 522,525$

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1

OVERVIEW

On March 6th, Prosum participated in a meeting with Dan Landon to obtain further clarification on

services provided and requested accommodations. An email further defining the requested

documentation of clarification was received on March 6th. The following details the specific questions

and their Prosum’s response.

Purpose, as defined in the email from Dan Landon:

“The City would like to provide some clarification on the scope of the agreement, and

had some questions that will assist us in making a final decision.

Regarding the scope of services needed, unlike The City of Palos Verdes Estates or

Hermosa Beach, we have an in house IT Manager, so we are not looking for full IT

Managed Environment, rather a hybrid approach that includes the City IT

Manager. The City would handle project management for things like business

system upgrades, contract management, most purchasing as well as both strategic

planning and governance aspects in coordination with the Services Provider. In

addition, the City IT Manager has the capacity to assist with some duties as the

Services Provider staff are either busy or otherwise unavailable.”

QUESTION #1 – ALL-INCLUSIVE ENGAGEMENT

“We are looking for an engagement that will be all-inclusive (unless it is for projects

clearly out of scope). A few recent examples of things that have come up are

included below. If you agree, can you please respond with verbiage that would

address this as a more all-inclusive type of agreement (adding exceptions as you feel

appropriate)?”

Scope of Services Requested

Examples Prosum Scope of Services

Proposed

T1 - Help desk staff for day to day operations

Printer problems, changing email lists, adding users, assist with peripherals

Meeting setups, issue laptops for travel, mobile device setup

Included in scope

T2 - Staff to work on minor upgrades

Adding pictures to Lync/Exchange/SharePoint

Set up controller for new access points and install the access points (cabling needed)

Included in scope

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2

Configure new/different telephones for power telephone users

T3 - Staff available for escalation

Install certificates on Exchange and Lync Add remote site VPN connection to City

Hall

Included in scope

Vendor Escalation Lync telecommunications

Line of Business application issues outside of standard usage (upgrades, outages)

10 hours / incident included in scope

Vendor support agreements required

SCOPE OF SERVICES ASSUMPTIONS

1. All work effort to support the current state infrastructure is included.

2. Significant changes to the current state infrastructure will result in an impact assessment to

determine the level of organizational impact, support expectations, and changes to staffing

assumptions resulting from the change. See response to question 2 below.

QUESTION #2 – INCREMENTAL CHANGES

“The City would like to insure that standard incremental changes to the IT

environment are covered. For example, adding several new wireless access points,

supporting a new or changed system, adding a couple of new servers annually or

switching our model of telephone. Can you please provide clarification or wording as

to if or how you can address that? Your answer can include specific quantities,

support hours or percentages of equipment as you see fit.”

Growth Area Threshold

Incremental Growth Required to Maintain Current Services

Users Servers Devices

10% growth annually is included within the scope

of services.

Significant Change Project

New Service or Application Change from Current Service or Application Additional Supported Department or Business Unit

All changes are out of scope for support until impact assessment is

complete.

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3

INCREMENTAL CHANGES ASSUMPTIONS

1. Growth and changes to the environment that are needed to maintain or support services that

are currently in place are included in the support agreement up to a 10% degree of change (as

determined by device and/or user count).

2. If growth exceeds 10% and is sustained for over 90 days, Prosum will review impact to pricing

assumptions and SLAs with RPV to determine a course of action.

QUESTION #3 – DOCUMENT MANAGEMENT

“The City would like to insure close access to City related documentation such as

change documentation, process documentation, asset documentation, network

diagrams, password lists, etc. Please address how you either would use City tools or

it is fully acceptable to provide the City access to your tools for managing that

documentation, including your off-boarding procedures.”

Repository Purpose City Access

AutoTask Professional Services Automation (PSA) tool which includes our service desk tools (ticketing), change management, project management, scheduling, etc.

A login to our secure Client Access Portal website to submit tickets, monitor ticket status, run reports, etc.

Weekly or monthly ticket reports. This can be provided in raw format (CSV file or similar).

SharePoint Store client documentation such as network diagrams, as-built documentation, project plans, etc.

Will primarily utilize the City’s SharePoint site to store all such information, and will make a copy of the relevant documents to Prosum’s SharePoint as needed.

SecretServer Encrypted enterprise password management server for storage of sensitive information such as passwords.

Prosum will provide the City IT Manager with access to view the City’s password list. Upon request, Prosum can export the City’s password list, store it in an encrypted file, and provide it to the City IT Manager.

Asset Management

Will defer to City asset management process and tool.

DOCUMENT MANAGEMENT ASSUMPTIONS

We utilize our systems, tools, & processes when:

1. It meets our customers’ requirements & expectations

2. It allows for repeatable, standardized outcomes

3. It provides improved productivity

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4

We utilize custom or specialized systems, tools, & processes when:

1. Customer requirements exceed capabilities of Prosum standards

2. Isolation of information is necessary

3. Productivity & customer satisfaction can be maintained

QUESTION #4 – COST OF SERVICE REALIGNMENT

“Please review the proposal cost to see if there is any room for reducing the overall

proposal. Suggestions are to review the amount of time you are allocating to staff

assigned to the City for assistance with your help desk, projects that are not trouble

tickets you can offload to remote support, and we would be open to modifications of

"2 people onsite at all times" in subsequent years, supplementing that with remote

support if the change is properly analyzed.”

PRICE ADJUSTMENTS

After clarifying discussions, Prosum was able to modify the assumptions and overall pricing that

resulted in a reduction of roughly 25% over the term of the agreement (see table and assumptions

below).


Base Contract $185,705 $191,276 $197,014 $202,925 $776,920

Transition $50,880 - - - $50,880

Consulting Pool $12,500 $12,500 $12,500 $12,500 $50,000

Additional Services

- - - - -

TOTALS $249,085 $203,776 $209,514 $215,425 $877,800 Original $314,050 $270,615 $278,284 $286,182 $1,149,131

Reduction $64,965 $66,839 $68,770 $70,757 $271,331

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5

PRICING ASSUMPTIONS

We reserve the right to revisit these assumptions after the completion of the transition period.

1) Reduction in onsite personnel work effort to support RPV will be no more than 75% of their

total working hours for both the assigned onsite resources.

2) Reduction in Site Lead/IT Management work effort by 50% with understanding that the City IT

Manager will absorb most decision and direction tasks.

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REQUEST FOR PROPOSALS

FOR

OUTSOURCING SOLICITATION

FOR IT SERVICES AND SUPPORT

Issue Date

January 14, 2015

Response Due Date and Time

February 20, 2015, 4:00 PM

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TABLE OF CONTENTS

1 OVERVIEW ........................................................................................................................................... 3

1.1 Purpose ......................................................................................................................................... 3 1.2 RFP Schedule ............................................................................................................................... 3 1.3 RFP Coordinator ........................................................................................................................... 4 1.4 Assistance to Proposers with Disabilities ...................................................................................... 4 1.5 Nondiscrimination .......................................................................................................................... 4 1.6 Proposal Preparation Costs .......................................................................................................... 4 1.7 RFP Amendment and Cancellation ............................................................................................... 5 1.8 Questions Pertaining to the RFP ................................................................................................... 5 1.9 Letter of Intent to Propose ............................................................................................................. 5 1.10 Proposal Deadline ......................................................................................................................... 5 1.11 Proposal Submittal ........................................................................................................................ 6

2 THE CITY OF RANCHO PALOS VERDES........................................................................................... 7 2.1 Information Technology Outsourcing Objectives .......................................................................... 7 2.2 Contract Length ............................................................................................................................. 8 2.3 City Departments and Responsibilities .......................................................................................... 8 2.4 Information Technology Program ................................................................................................ 12

2.4.1 Background / Overview ....................................................................................................... 12 2.4.2 Current Activities and Future Projects ................................................................................. 13 2.4.3 Solicitation ........................................................................................................................... 13 2.4.4 Hours of Operations ............................................................................................................ 14 2.4.5 Categories of Support Services ........................................................................................... 14 2.4.6 Support Services High-level Overview: ............................................................................... 15

2.5 City Facility Locations .................................................................................................................. 16 3 PROPOSAL EVALUATION ................................................................................................................. 19 4 PROPOSAL SUBMISSION ................................................................................................................. 21

4.1 General Instructions .................................................................................................................... 21 4.2 Format ......................................................................................................................................... 21 4.3 Proposal Transmittal Letter ......................................................................................................... 22 4.4 Technical Proposal ...................................................................................................................... 22 4.5 Qualifications ............................................................................................................................... 23 4.6 Experience / Capabilities ............................................................................................................. 24 4.7 Approach ..................................................................................................................................... 24 4.8 Transition ..................................................................................................................................... 25 4.9 Pricing ......................................................................................................................................... 25 4.10 Special Forms ............................................................................................................................. 26 4.11 Anti-Collusion Affidavit ................................................................................................................ 28 4.12 Standard Terms and Conditions Understanding ......................................................................... 29

4.12.1 SLA Cross Reference Table................................................................................................ 30 5 STATEMENT OF WORK AND SERVICE LEVEL AGREEMENTS (SLA) .......................................... 32

5.1 General Operations ..................................................................................................................... 32 5.1.1 Operations / Administration Services (SLA 5.3.1 a, b, c) .................................................... 32 5.1.2 Help Desktop / Support Services (SLA 5.3.2 a) .................................................................. 33 5.1.3 System Administration / Infrastructure Services (SLA 5.3.3 a, b, c, d) ............................... 33 5.1.4 Voice and Communications Services: (SLA 5.3.4 a, b) ...................................................... 34 5.1.5 Network, Cabling, Switching, Routing & Wireless Services: (SLA 5.3.5 a, b) ..................... 34 5.1.6 Website Technology Service: (SLA 5.3.6 a)........................................................................ 34

5.2 Pool of Consulting Hours ............................................................................................................. 34 5.3 Service Level Agreements .......................................................................................................... 35

5.3.1 a. Administrative / Reporting ............................................................................................... 35 5.3.1 b. IT Document Catalog Management ................................................................................ 35 5.3.1 c. Physical Security ............................................................................................................. 36 5.3.2 a. Help Desk Support .......................................................................................................... 37 5.3.3 a. Systems and Server Operations ..................................................................................... 39

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5.3.3 b. Business Application / Database Management ............................................................... 40 5.3.3 c. Capacity and Performance Management ........................................................................ 41 5.3.3 c. Disaster Recovery ........................................................................................................... 42 5.3.4 a. Email / Messaging / Conferencing ................................................................................... 43 5.3.4 b. Telephone Services ......................................................................................................... 44 5.3.5 a. Network Management ..................................................................................................... 45 5.3.5 b. Network Security ............................................................................................................. 46 5.3.6 a. Web Site Support ............................................................................................................ 47

6 ADMINISTRATIVE ELEMENTS .......................................................................................................... 49 6.1 Collusion ...................................................................................................................................... 49 6.2 Gratuities ..................................................................................................................................... 49 6.3 Required Review and Waiver of Objections by Proposers ......................................................... 49 6.4 Proposal Withdrawal ................................................................................................................... 49 6.5 Proposal Errors ........................................................................................................................... 49 6.6 Incorrect Proposal Information .................................................................................................... 49 6.7 Prohibition of Proposer Terms and Conditions ........................................................................... 50 6.8 Assignment and Subcontracting.................................................................................................. 50 6.9 Right to Refuse Personnel .......................................................................................................... 50 6.10 Proposal of Alternate Services .................................................................................................... 50 6.11 Proposal of Additional Services ................................................................................................... 50 6.12 Licensure ..................................................................................................................................... 51 6.13 Conflict of Interest and Proposal Restrictions ............................................................................. 51 6.14 Right of Rejection ........................................................................................................................ 51 6.15 Disclosure of Proposal Contents ................................................................................................. 51 6.16 Proprietary Information ................................................................................................................ 52 6.17 Severability .................................................................................................................................. 52 6.18 RFP and Proposal Incorporated into Final Contract .................................................................... 52 6.19 Proposal Amendment .................................................................................................................. 52 6.20 Consultant Participation .............................................................................................................. 52 6.21 Rights of the City ......................................................................................................................... 52

Appendix A Network Diagrams ............................................................................................................... 54 Appendix B Servers ................................................................................................................................ 57 Appendix C Printer, Copiers, Peripherals Inventory ................................................................................ 59 Appendix D Personal Computers ............................................................................................................ 64 Appendix E Business Applications Inventory/Web Services .................................................................. 65 Appendix F Detailed Software Inventory ................................................................................................ 68 Appendix G Current and Projected IT Projects ....................................................................................... 72 Appendix H Standard Terms and Conditions.......................................................................................... 74

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January 14, 2015 Page 3 of 110

1 OVERVIEW

1.1 Purpose

The City of Rancho Palos Verdes (City) currently outsources the maintenance and support of its technology infrastructure as well as other information technology services to an information technology services company. The contract covering these services is set to expire on June 30, 2015.

The purpose of this Request for Proposal (RFP) is to describe the City's current technical environment and upcoming plans. Establish minimum requirements for ongoing support, solicit proposals for ongoing support from service providers, and gain adequate information from potential service providers so that the City may evaluate the services offered in order to choose the respondent that most closely match the City’s requirements at the best possible cost.

The City intends to select a company (Proposer) to provide full-service Information Technology (IT) facility management services in order to maintain and support its technology infrastructure based on the responses to this RFP. The City is open to Proposers providing all of the identified services or responding to specific options.

The City recognizes that technology services may be accomplished in a variety of ways. This RFP contains the scope of work requirements that the selected Services Proposer must meet, or exceed, including general contractual requirements mandated by the City. Any specifications and processes delineated in this RFP reflect the current environment and are not intended to limit Proposers in developing and proposing their own solution in meeting or exceeding the requirements of this bid. However, all Proposers must explain thoroughly how their proposal meets or exceeds the service expectations specified in the RFP so that the evaluation committee can understand the specific advantages to each proposal

1.2 RFP Schedule

Table 1, RFP Schedule of Events, represents the City's best estimate of the schedule to be followed. Unless otherwise specified, the time of day for the following events will be between 8:00 a.m. and 5:00 p.m., Pacific Time.

The City reserves the right, at its sole discretion, to adjust this schedule as deemed necessary. Notification of any adjustment to the RFP Schedule of Events will be provided to all Proposers that submitted a Letter of Intent to Propose (Section 1.9).

RFP EVENT DATE/TIME

1 City Issues RFP January 14, 2015 2 Deadline for Proposers With a Disability to Make Request January 23, 2015 3 Deadline for Letter of Intent to Propose January 28, 2015 4 Deadline for Written Questions and Comments January 30, 2015 5 City Issues Responses to Written Questions /Comments February 6, 2015 6 Deadline for Submitting a Proposal (4:00 PM) February 20, 2015 7 City Completes Technical and Pricing Evaluations March 3 - 4, 2015 8 City Conducts Optional Oral interviews March 5 - 6, 2015 9 Recommendations presented to City Council March 17, 2015

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RFP EVENT DATE/TIME

10 Contract Negotiations March 18 - April 24 11 Award of Bid and Contract Signing April 27, 2015 12 Contract Start Date May 15, 2015 13 Start of Transition (2 weeks after Contract Date) June 1, 2015 14 Formal Proposer Go-Live July 2015

Table 1 - RFP Schedule of Events

1.3 RFP Coordinator

All communication relative to this RFP must be directed to the RFP Coordinator. Unauthorized contact regarding this RFP with other City staff may result in disqualification. The RFP Coordinator will be the sole point of contact for this RFP.

Carla Morreale - City Clerk 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 [email protected] www.rpv.com P (310) 544-5208 F (310) 544-5291

1.4 Assistance to Proposers with Disabilities

Proposers with disabilities may receive accommodations regarding the means of communicating this RFP and participating in this procurement process. Proposers with disabilities should contact the RFP Coordinator to request reasonable accommodations no later than the deadline for accommodation requests detailed in Table 1, RFP Schedule of Events.

1.5 Nondiscrimination

No person will be excluded from participation in, be denied benefits of, be discriminated against in the admission or access to, or be discriminated against in treatment or employment in the City’s contracted programs or activities on the grounds of disability, age, race, color, religion, sex, national origin, or any other classification protected by Federal or California State Constitutional or statutory law; nor will they be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of contracts with the City or in the employment practices of the City’s contractors. Accordingly, all Proposers entering into contracts with the City will, upon request, be required to show proof of such nondiscrimination and to post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

1.6 Proposal Preparation Costs

The City will not pay any costs associated with the preparation, submittal, or presentation of any proposal.

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1.7 RFP Amendment and Cancellation

The City reserves the unilateral right to amend this RFP in writing at any time. The City also reserves the right to cancel or reissue the RFP at its sole discretion. If an amendment is issued, it will be provided to all Proposers submitting a Letter of Intent to Propose in compliance with Section 1.9 of this document. Proposers will respond based on the final written RFP and all exhibits, attachments, and amendments.

1.8 Questions Pertaining to the RFP

Specific questions concerning the RFP should be submitted via e-mail to the RFP Coordinator (Section 1.3) according to the deadline outlined in the RFP schedule (Section 1.2) so that the City may prepare responses. Questions must reference the specific RFP Section and Page Number. Copies of all written questions and the City’s responses will be emailed to all Proposers submitting a Letter of Intent to Propose. (Section 1.9)

1.9 Letter of Intent to Propose

A letter indicating a Proposer's intent to respond to this RFP with a proposal must be sent to the RFP Coordinator (Section 1.3) no later than the Letter of Intent to Propose deadline date detailed in Table 1, RFP Schedule of Events.

Letters of Intent to Propose may be delivered by email to [email protected]. Proposers may withdraw their Letter of Intent to Propose at any time before the deadline for submitting a proposal.

The following information should be included in the Letter of Intent to Propose:

Proposer Vendor Name Name, Title, and Email Address of Proposer Main Contact Address, Telephone Number (Cell / Office) of Proposer Main Contact Signed Statement of Intent to Propose by authorized officer

Submittal of a Letter of Intent to Propose, by the specified deadline, is required to ensure a Proposer’s receipt of RFP amendments and other communications regarding the RFP.

1.10 Proposal Deadline

Proposals will be submitted no later than the Proposal Deadline time and date detailed in Table 1, RFP Schedule of Events (Note: It is the City’s recommendation that the delivery method chosen require receipt confirmation).

Proposers will respond to the RFP and any exhibits, attachments, or amendments. A Proposer's failure to submit a proposal as required before the deadline will cause the proposal to be disqualified.

Proposers assume the risk of the method of delivery chosen. The City assumes no responsibility for delays caused by any delivery service.

Proposals may not be delivered orally, by facsimile transmission, by email, or by other telecommunication or electronic means.

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mailto:cityclerk


1.11 Proposal Submittal

Proposers must submit one (1) original, signed Master, six (6) hard copies, and one (1) electronic copy on CD or memory stick in a sealed package. Proposals must be prepared on standard 8 1/2" x 11", on two-sided paper. The package should be clearly labeled:

ATTENTION: CITY MANAGER PROPOSAL FOR OUTSOURCING SOLICITATION – IT SERVICES AND

SUPPORT NAME OF PROPOSER PROPOSER’S ADDRESS PROPOSER’S CONTACT PERSON PROPOSER’S TELEPHONE NUMBER PROPOSER’S EMAIL

The proposal may be mailed, couriered, or hand delivered to: City of Rancho Palos Verdes City Clerk’s Office – IT Services RFP Solicitation 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275

All proposals must be received by the City Clerk’s Office of Rancho Palos Verdes by the date and time shown in Table 1, RFP Schedule of Events. Proposals received after this time and date will be returned unopened. Postmarks will not be accepted as proof of receipt.

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2 THE CITY OF RANCHO PALOS VERDES

The City of Rancho Palos Verdes is a City in Los Angeles County, California, with a population of 41,643, incorporated on September 7, 1973. The City has a “semi-rural” environment which has guided many decisions and the overall rural ambience of the community over the years. Rancho Palos Verdes is still an oasis connected yet separated from the modern City life in the surrounding Los Angeles communities.

Rancho Palos Verdes is an affluent suburb sitting atop the Palos Verdes Hills and bluffs of the Palos Verdes Peninsula, it is known for large tracts of open space and expansive views of the Pacific Ocean. The City’s most notable geographic features in her 13.5 square miles are the Palos Verdes Hills and cliffs, with grand vistas of the Pacific Ocean and of Santa Catalina Island.

As outlined in the City's Municipal Code, the City council hires a City Manager to manage the day-to-day operation of the City and its staff. Department heads are appointed by the City Manager. The City Council appoints members of the City Commissions.

The City’s departments include the Administration, Finance, Recreation and Parks, Community Development, and Public Works. The City Attorney is contracted with Richards, Watson and Gershon. Public Safety at the City is provided through agreements with L.A. County Sheriff, L.A. County Fire and L.A. County Animal Control.

2.1 Information Technology Outsourcing Objectives

Through this RFP, the City is striving to create an IT outsourcing relationship(s) which will:

Provide the best value possible for the work being performed; Offer key vendor support of the technologies in place at the City; Meet Residents’, City Council and Staff business technology needs by

maintaining technology that is up to date, secure, efficient and productive; Deliver enhanced services focusing on best practices methodology, Maintain or improve policies and standards defined by the City; Maximize the return on City information technology investments; Optimize IT systems, applications, across the City platforms; Provide access to value-added resources; Assist in planning for future IT infrastructure and services to meet the City’s

changing business needs; Implement new agreement(s) with a transition plan(s) that ensure minimal

disruption to City operations; Allow for open communications between selected service provider(s), City IT

Manager, leadership and departments.

An important part of the City’s overall IT service delivery model is the conscious alignment of services with organizational business needs, strategies and objectives. This alignment is achieved through the City’s Technology Steering Committee (TSC). The TSC provides technology directional leadership, contributes to IT strategy decisions, and recommends additions and modifications to the systems and outsourcing contracts in order to respond to evolving service delivery requirements.

182

http://en.wikipedia.org/wiki/Los_Angeles_County,_California

http://en.wikipedia.org/wiki/California

http://en.wikipedia.org/wiki/Municipal_corporation

http://en.wikipedia.org/wiki/Suburb

http://en.wikipedia.org/wiki/Palos_Verdes_Hills

http://en.wikipedia.org/wiki/Palos_Verdes_Peninsula

http://en.wikipedia.org/wiki/Pacific_Ocean

http://en.wikipedia.org/wiki/Palos_Verdes_Hills

http://en.wikipedia.org/wiki/Santa_Catalina_Island,_California


2.2 Contract Length

The City intends to enter into a contract with an initial four (4) year effective period of July 1, 2015 through June 30, 2019.

The City reserves the right to extend this contract for additional period(s) of time, with a total contract term of no more than six (6) years including two (2), one (1) year extensions. An extension of the term of this Contract will be executed through an amendment to the Contract.

2.3 City Departments and Responsibilities

The City organizational chart below (Table 2) depicts the City functional structure by programs and their areas of responsibilities.

Table 2 - City Organizational Chart

The following content highlights each department’s operational functions, technology used, IT services required and potential future IT services.

City Council - The City Council provides policy direction for the City of Rancho Palos Verdes and enacts all municipal legislation. The City Council serves in a quasi-judicial role on certain administrative appeals. The City Manager then provides appropriate direction to staff City.

Function - City Council members do not have direct access to City technology hardware - i.e. they are not issued a PC, laptop or blackberry nor do they as a practice operate such

183


City-owned machines while at City Hall, but they are issued City email addresses that may or may not be forwarded to a personal email address. There is minimal interface with IT operations, but they sometimes have technical questions that IT assists with related to the devices they use to access email or questions related to website content. The City Council receives clerical support from the administrative staff assigned to the City Manager’s office, which includes responding to resident questions, scheduling meetings and preparing correspondence.

City Manager / Administration – The City Manager’s office includes the City Clerk, Human Resources (HR), Information Technology and Emergency Operations and RPVtv television station divisions. The department provides oversight for the day to day operations at the City according to the City Council's direction and reviews the performance of other City departments, responds to resident inquiries about City activities, and provides insight and direction as required. The IT Manager plans strategic and short term direction, oversees technology purchases, provides oversight of the Outsourced IT Support Services contract(s) and participates in the day to day direction of IT Services

Staff Count: 11 Full Time

General Function - The City Manager’s office receives all of its technical support from the IT Department Support Services including Help Desk support, PC maintenance, peripheral equipment assistance, backup of critical data, training, etc. Common programs used by staff in the performance of their duties include the MS Office 2013 Suite, and standard City applications.

Other than IT Department maintained PCs, telephones, scanning, and printing devices, there is no hardware dedicated to the City Manager’s office. The department’s technical infrastructure needs are supported by the IT Department through its administration of network devices and common servers stored in equipment closets and the City data center. The council meetings are off site at Hess Park and all necessary audio / visual equipment for the council meetings require setup at this facility for meetings that may occur during or after hours.

Specialized technologies used and future consideration for the City Manager office include:

HR Function / Future - All Human Resource activities are conducted out of this office for employee management for the City. The HR department uses a Software as a Service (SaaS) hosted ADP Payroll system for the processing of new hires and for benefit enrollment. HR manages the City Access Control and Badging System that occasionally requires IT assistance. The HR hiring and onboarding processes are currently primarily manual and they are interested automating their daily processes with electronic automaton and workflows where possible in the future.

City Clerk Function / Future - The City Clerk department manages the City’s use of Laserfiche and oversight of the City Council / Commission meeting agendas and minutes. Laserfiche is the City document management solution for Records Management with support via the VAR. The City Clerk staff manually generates the City Council Meeting agendas and minutes for distribution using Microsoft Word. At the time of this writing, Council meetings are broadcast live via the proprietary system developed by the current IT Services Provider, but the City has entered into an agreement with Granicus and is expected to be live with Granicus by the time this solicitation is complete. Meeting day and evening support may be required to assure a successful video stream via the City website, and the cable television station broadcast. In the future, the Clerk area maybe interested in automation of the City Council agenda preparation and electronic Public Records Act requests from the internet for the public.

RPVtv Television Station Function / Future – A local television broadcast channel, run exclusively by contracted support staff receives much of their standard IT support from IT

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Support Services. Specialty support related to station operations and program filming and editing are not a component of this services contract, but PC support, telephones, server and network systems and standard software including Adobe products are supported by the IT Support Provider. Television station staff typically provides their own Audio Visual support but are sometimes assisted by IT support services which could include assistance with internet streaming system equipment or liaison with broadcast equipment and software specialists.

Information Technology Function / Future - Please refer to Section 2.4

Community Development - Includes the City's planning, zoning, code enforcement, and building inspection divisions. The department prepares the City's General Plan, reviews and approves resident requests for zone changes, new construction and remodels. They ensure the orderly physical development of the community by upholding the goals and policies of the City’s General Plan. The Department also Staffs the Planning Commission and City Hall cashier services.


Function - Community Development receives all technical support from the IT Support Services including Help Desk support, PC maintenance, backup of critical data, training, etc. Common programs used by staff in the performance of their duties include the MS Office 2013 Suite, Adobe products, Tidemark Permitting system and other standard City applications.

Specialized technologies used by Community Development include Tidemark (Accela) for Permitting, Code Enforcement and Inspections. (Tidemark is slated for replacement possibly mid to late 2015.) Staff heavily use the City’s website for public information updates as well as GIS internally and to service the public. Community Development also manages Planning Commissions meetings that are recorded and broadcast to the public using a process similar to the City Council meetings with the same equipment and after hours support requirements.

There is no Community Development specific hardware other than dedicated PCs, printers, telephones, cell phones and scanners located within department offices. Common applications, specialized technologies, and the department’s technical infrastructure needs are supported by the IT Department through its administration of network devices and common servers stored in equipment closets and the data center.

Future – The Tidemark system is end of life and is slated for replacement as phase 2 of the Tyler Munis implementation. The department anticipates the use of mobile technology, on line business opportunities for the public and integrated enterprise systems for sharing of data in the future. The department anticipates expanded use of GIS as well.

Recreation and Parks - Manages the City's recreation programs, maintains City parks space and is responsible for coordinating a comprehensive trail, park system, a museum on local history and numerous community activities. The Recreation and Parks Department manages five programs: Administration, Recreational Facilities, Special Events, Point Vicente Interpretive Center (PVIC), and the REACH program.

Staff Count: 8 Full Time and 35 Part Time

Function - The department receives its technical support from IT Support Services including Help Desk support, PC maintenance, backup of critical data, training, etc. Common programs used by staff in the performance of their day to day duties include the MS Office 2013 Suite, Laserfiche, ADP time and attendance (heavily used due to the large number of part time staff), Adobe products, In-Design, and the City’s internet site for exchange of information with citizens.

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The primary business application used is the Active.net (Class) recreation software to manage City classes and facility reservations. This system is a SaaS system hosted by the vendor. The department provides the initial point of contact with the vendor for support and involves the IT Services Provider as needed for support of this system. In addition, the department uses Cougar Mountain, Denali for the PVIC POS in the gift shop which include a cash register, credit card processing system and inventory control. One park site currently has an electronic payment system that accepts cash and credit cards and a Sentry System for park gate entry services and is primarily supported by the vendor but occasionally with IT Service Provider assistance.

The department requires support for the standard supporting infrastructure, its local PCs, telephones, printers, scanners and the dedicated hardware for the PVIC POS and credit card scanners. Several park sites also have equipment such as projectors, audio systems and other equipment as outlined in the peripheral list Appendix C. Common applications, specialized technologies, and the department’s technical infrastructure are supported by the IT Support Provider through its administration of network devices and common servers stored in equipment closets and data center.

Future - The department is interested in providing enhanced services to the community and may add the following services: security cameras and wireless at parks, use of QR-Codes and mobile apps to communicate with public, providing staff mobile technology, video stream of City beaches or trails, and automated signage for park information such as hiking trails, whale watching, beach conditions, etc.

Finance - Oversees the City financial activities (General Ledger, Accounts Payable, and Accounts Receivable), purchasing, bank reconciliations, payroll, budgeting, licensing, investments, and fixed assets. The department provides all internal and external financial reporting for the City and administration of a wide variety of other programs relating to fiscal activities.


Function – Other than hardware support for the AS400 (which runs the current Sungard/Naviline Financial system) and vendor support for other systems, the department receives all of its technical support from the IT Support Provider including Help Desk support, PC maintenance, backup of critical data, training, etc. Common programs/equipment used by staff in the performance of their duties includes the MS Office 2013 Suite, the City’s internet and intranet site (for informational updates), desktop scanners and mail service devices.

Finance currently uses an on premise Sungard / Naviline for core financials and business licensing, MS Access for budgeting, a SaaS vendor hosted ADP system for payroll, secure on-line banking and numerous exports of data for credit card payments, third party reporting and transfer of information. The City is moving forward with the acquisition and implementation of Tyler Munis for City financials. (Tyler will be a hosted solution when implemented.)

In addition to IT Service Provider supported PC’s, telephones, scanners and printers, there are specialized technologies such as a legacy False Alarm System, and credit card payment devices used in Finance. There are servers dedicated to Finance and are maintained in the data center.

The department’s technical infrastructure is supported by the IT Department through its administration of network devices and common servers stored in equipment closets and data center. The department requires services within standard hours but can also access to the system via VPN after hours.

Future – The primary focus will be to complete implementation of the Tyler Munis finance

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system and functionality to enhance reporting and transparency of data for the public.

Public Works - Manages the City's infrastructure, including maintenance of public facilities, park grounds and buildings, trail and open space maintenance, traffic signals, drainage systems, roads, medians, shoulders, and landscaping within the public right-of-way. Public Works administration includes grant administration, undergrounding districts, transportation coordination, and refuse disposal and recycling programs. City engineering includes project design, traffic safety, construction management and storm water quality management.


Function - The Public Works Department receives all of its technical support from the IT Department including Help Desk support, PC maintenance, backup of critical data, training, etc. Common programs used by staff in the performance of their duties include the MS Office 2013 Suite, MS Project, AutoCAD, and GIS.

The department currently processes all work orders and other activities manually, but will be implementing City Works likely in 2015 for Asset and Work Order management activities. Public Works has several specific use programs like a pavement management system, system for storm drain video capture and a tree maintenance application. The department also uses a customized project management built on SharePoint called EPM Live that acts as a collaboration tool to track project events, milestones and costs. These systems are supported by the IT Department and include support of PCs, telephones, scanning devices, and printing devices including an HP scanner/plotter.

Whether for common applications or for specialized technologies, the department’s technical infrastructure is supported by the IT Service Provider through its administration of network devices and common servers stored in equipment closets and the data center.

Future – Complete the planned implementation of the Cityworks application. The department also envisions enhanced use of GIS for distribution of data and reporting. The department is interested in forecasting tools for the future for better planning and management. The use of mobile technology with departmental applications to provide staff access to technology to work more efficiently while in the field.

2.4 Information Technology Program

2.4.1 Background / Overview

Since 1996, the City has outsourced its IT services, with oversight of the program provided by the Director of Finance and IT. In April of 2014, the City hired an IT Manager and transitioned the Information Technology responsibility to the City Manager’s office. (The IT Manager reports directly to the City Manager.) The IT Manager provides oversight for all City IT functions and management of the IT Service Provider supporting the 62 fulltime and 45 part time, contract and intern staff.

The following IT services are currently provided by the Outsourced IT Service Provider: Technology Management – Guidance and consulting services on technologies

used at the City. System Administration – Provides some administration, the City contracts with

other outside service providers for advanced work required on the telephone system, network services and the storage and virtual cluster.

Help Desk Administration – The largest single portion of IT Services, includes day to day support for help desk requests, meeting setups, etc.

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Audio Visual – All A/V related projects and installations, meeting setups, assistance with RPVtv equipment, etc.

GIS – System hosting, licensing, configuration, management, data acquisition and management.

Website – Hosting of a custom coded website that includes functionality such as council streaming and the listserve.

The current service provider delivers IT support to all departments through a staff of five, onsite full and part time persons. The staffing currently consists of one hands-on account manager, a GIS administrator, a network administrator, a web and communication specialist, a technical support person and part time technical programmer(s), volunteers or interns as needed for special projects. The City does not control the percentage of time staff devotes specifically to City IT Services support.

The current Service Provider also has a separate component that conducts internships and training for youth within the City and operates at City facilities. The activities associated with this endeavor are outside of the scope of this RFP. In addition, the support of GIS and Audio / Visual will be considered out of the scope as the City focuses on core IT services detailed within the pages of this RFP.

In addition to providing support services, the current Service Provider historically hosted several critical systems for the City, including the GIS system; the City’s website and the City Council video streaming system, the emergency operations incident management system and the list serve system. It is important to note that as of this writing, these systems are currently being transitioned to City servers or contracted with third party vendors not associated with the current Service Provider in preparation for the release of this RFP. It is expected that all services will be completely transitioned to City control by March 2015.

2.4.2 Current Activities and Future Projects

The City is currently in process with or has activities and projects slated for the future. (Included as Appendix G)

These activities and projects are or will be part of the IT environment used by the City in its day to day operations. Providers will be responsible for ongoing support, but will not be responsible for the completion of the projects. Providers will be expected to participate in task as to assist with completion as part normal IT operation activities.

2.4.3 Solicitation

The City looks to solicit one or more IT Service Providers to provide all services to meet the City technology needs with a minimum of two on-site technical staff at all times during normal City operating hours, augmented by additional onsite staff or remote staff as needed to meet the day to day City operations. Proposals should include staffing levels believed to be sufficient based on the City systems described in the following RFP content.

The City will require support at City Hall and City remote locations as needed. (Section 2.5) The IT service support is typically required during standard City operating hours, 7:30 to 5:30 Monday through Thursday and 7:30 to 4:30 on Friday. Technical assistance is also required for City Council and Planning Commission meetings Tuesday evenings

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until typically 8:00pm. On call support may be required for special circumstances to restore or address City IT systems failure after hours.

The City IT Manager will be the point of contact and will work closely with the contracted IT Services Provider as well as on-site and remote staff. The City IT Manager will meet regularly with the IT Services Provider Account Liaison to discuss the status of services, strategic planning and other aspects of the management of IT Services in the City.

The City currently uses an IT Services Help Desk System (Kayako), and IT Services Provider personnel will receive Help Desk activities from that system, through email or with a telephone call directly from City staff requesting assistance. The IT Manager will work closely with the contracted IT Service Provider and on-site staff on proactive IT functions, projects and activities, to support the City departments and to assist in coordination of the IT Services Provider support activities.

2.4.4 Hours of Operations

Hours of Operation - Includes oversight of support for City technology services for City Business during hours of operation; Monday - Thursday 7:30 a.m. to 5:30 p.m., and Fri. 7:30 a.m.- 4:30 p.m. Additional IT services are required at City Council and Planning Commission meetings Tuesday evenings until 8:00pm. On call support may be required for special circumstances to restore or address City IT systems failure after hours. IT services are required to be operational 365 days per year, 24 hours per day, unless scheduled for maintenance, 7 days per week.

2.4.5 Categories of Support Services

General Operations / Administration Services - Activities include general operations oversight of the account and administrative functions. Additionally, maintaining the City’s IT Document Catalog, (I.e. Manage IT Asset Inventories, Diagrams, Policy and Procedure documents, etc.), participation in planning meetings and day to day communications with IT Manager. Provide regular reports and performance statistics and attend meetings as requested. (I.e. Technology Steering Committee, Account Status, and Reporting Review Meetings, etc.);

Help Desk and Support Services - Accounts for the largest single amount of support required and is the initial point of contact for most support requests. The Help Desk includes maintenance of all end user devices including desktop / laptop management, operating systems and application software, telephones, printers, scanners, peripherals, and basic training support of City end users. Also includes interface between other contracted vendors to resolve user support issues, meeting setups, information gathering for higher level support, documentation of resolutions, maintenance of the IT help desk system and proactive maintenance activities, user training, information gathering and other projects as time permits.

Systems Administration and Infrastructure Services - Includes day to day server and IT infrastructure systems support, maintenance, minor upgrades, troubleshooting and repairs of associated server hardware and software, business application support and database management, virtual cluster and data storage management, security and enterprise system implementation and support, new user and terminated user activities, Active Directory and group policy management, event log and security management, audio/visual setup and management, EOC and Disaster Recovery system participation;

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Voice and Communications Services - Includes general support of City telephone and Unified Communication, communications using MS Exchange and Lync unified (voice, video conferencing, and email) communication system, Aastra and Polycom telephones and conferencing equipment and includes mobile device management implementation and support;

Network, Cabling, Switching and Routing Services - Includes connectivity both inside buildings and between buildings including wiring, switching, routing, connectivity to ISP’s, wireless, monitoring of all networking components, disaster recovery, failover, security, security cameras, compliance including PCI compliance activities, streaming media, VPN;

Website Technologies, including Social Media and Outreach – Includes technical support and content update assistance for CivicPlus, the City’s third-party hosted website, SharePoint intranet site, support department’s managing their online data content, social media outreach, graphics, online form development and interconnectivity assistance.

2.4.6 Support Services High-level Overview:

The outsourcing contractor is responsible for managing the enterprise-wide technical environment including equipment (Appendix A through E) and systems (Appendix F and G) used in all City locations (Section 2.5), including the following high level overview list:

Microsoft HyperV virtual server cluster and Dell EquilLogic and Nimble SAN Data Storage environment.

24 Virtual Servers including file, infrastructure and business application servers (Appendix A)

Approximately 20 Dell 2000 and 3000 series switches and Sonicwall firewall Approximately 110 Personal Computers and Laptops (Appendix D) Exchange email system, filters and spam control solutions Microsoft Lync Unified Communications System for VOIP phone call

management and voice messaging. (Appendix A Diagram 2) and approximately 80 Aastra and Polycom telephones and 8 City supplied Verizon Cell Phones

Wireless systems using Aruba, Ubiquiti and Trendnet 802 11n wireless controller and access points. Scheduled to be upgraded in 2015. (Diagrams 2.6 - 3)

Peripherals including printers, copiers, scanners, audio/visual equipment, etc., as listed in the peripheral listing. (Appendix C)

o Note – there will be a reasonable amount of peripheral growth year upon year that will require support.

Major Business and Support Applications (Appendix E and Appendix F) include: Financials (Naviline SunGard in IBM “I” series housing the accounting and

business license system being replaced with Tyler “Munis” ERP SaaS Hosted System)

HR and Payroll (Hosted ADP) Recreation and Facility Management Software (Hosted Active.net) Building Permits and Code Enforcement (Accela Tidemark moving to Tyler

Munis) Public assets and work orders are currently handled manually (Moving to

Cityworks System) Facility Entry Management (United System - Bay Alarms)

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GIS (ESRI) Document Management (Laserfiche) City Email Services (MS Exchange 2013) City internet services (Moving to CivicPlus hosted solution) Streaming Media system (moving to Granicus) City Intranet (SharePoint 2013) Microsoft Office 2013 and other common Microsoft applications Microsoft Active Directory, DNS, DHCP, DFS, WSUS and SCCM 2012 RS

system management is deployed Microsoft System Center Data Protection Manager 2012 Backup and Recovery

software Incident Management System (EOC Custom SQL System)

Additional general services background: Standardized desktop operating software (Windows7, Office2013) Relational database management systems (SQL 2008/2012) Solarwinds Network and Application monitoring system Help Desk Service Calls (Kayako)

o Averages 50 – 60 service requests per month A secure data center houses the majority of the City’s servers

Specific Non Supported Software and Hardware include: Internet browser software other than Internet Explorer Screen savers Internet mail engines (Hotmail, Gmail, etc.) Internet radio stations Unlicensed products (i.e. pirate software) Hardware and/or software not approved by the City Manager and / or IT

Manager, including unauthorized games Any non-departmental owned equipment unless covered by BYOD policy

2.5 City Facility Locations

FACILITY (Location of IT Support Services) ADDRESS

City Hall / PVIC

30940 Hawthorne Boulevard


(310) 544-5260

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Local area network - the City network consists of dual SonicWall NSA E7500 failover firewalls scheduled to be upgraded in January 2015 to a dual Sonicwall E5600 firewall. A physically separated data and voice network is due to be upgraded to manage Dell layer 2 and 3 switches with a 10gig backbone in December 2014. Wiring is Category 5 or more throughout the network, and there are several analog and DSL connections throughout the buildings. RPVTV television station connects to Cox Cable and Verizon for broadcast of local television programming on Cox Cable (local station 33) and Verizon FIOS (local station 38). City Hall and PVIC are currently the only locations connected by fiber optic cabling, but a fiber optic upgrade is funded and planned to connect Ryan Park and Hesse Park to City Hall in January 2015.

City Hall is connected to the internet with a FIOS 150mbps connection through Verizon Business Services, and a backup dual T-1 provided by WindStream A second Verizon FIOS connection is physically in place for failover, but will likely be replace with another vendor connection in FY2014-15.

PVIC is directly connected to the City Hall IT Infrastructure with a fiber cabling strung along utility poles owned by several entities including Edison and Verizon under a lease agreement with the CITY.

There are two conference rooms in City Hall that include "Smart Boards" and conferencing telephone equipment.

Fiber optic cabling is installed between the RPVtv Cable TV building and the City Hall Main Building. There are multiple high end Dell PC’s for use by production staff, studio lighting, approximately 4 video cameras and requisite cabling, a 4-channel video mixer and various recording equipment. Video programs are scheduled and controlled by staff.

Fred Hesse Jr. Community Park



(310) 541-8114

The City Council and Planning Commission meetings are held at Hesse Park which contains a full A/V system with ceiling mounted projector, wireless internet for the public, video and audio distribution cabling a, a multi zone audio distribution system, wireless microphones, etc. Cox maintains the originally installed Video equipment onsite, and Cox staff operates the Video system for both live Cable TV broadcasts and recorded videos for delayed broadcast. Cox plans to end their support contract in FY 2015-16, and funding is available to purchase all new broadcast equipment. Meetings will be produced by RPVtv staff.

Hesse Park is currently connected to the Internet with dual T-1 Frame Relay circuits (3MBPS of bandwidth) pending upgrade to fiber optic cabling in January 2015.

Hesse Park’s PC’s and telephones are connected to the City network via a Sonicwall TZ210 with VPN connection. Wireless connections and VPN for staff using wireless devices is controlled via a Sonicwall TZ215. There is a Verizon provided AdTran router and all connections go through a managed Dell Power connect 5548. VPN’ are due to be decommissioned with the completion of the fiber optic project connecting to City Hall.

Ladera Linda Community Park

32201 Forrestal Drive


(310) 541-7073

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Ladera Linda utilizes Cox bundled services connection for Phone and Internet connectivity which is also connected to a wireless access point for both staff and public use. Ladera Linda is connected to the internet via Cox Business Class internet over coax. (Pending updated connection to City network FY2015-16.)

Point Vicente Interpretive Center and Park

31501 Palos Verdes Drive West


(310) 377-5370

Point Vicente Interpretive Center (PVIC) is connected to the CITY network by fiber optic connectivity and as such is a part of the City’s Local Area Network (LAN). The PVIC Server Room contains several switches and related equipment, cabling to support future A/V needs, and other functionality. PVIC also has several computers used by staff and volunteers to serve residents and visitors to the center including two (2) computer cash registers and credit card machines as well as a computer used for a small gift shop and for facility registration using the Active.net SaaS system.

There are several printers on site, a kiosk for learning programs in the museum, a 4 camera security system, and other technical equipment throughout the center. The meeting room includes a ceiling mounted projector and retractable projection screen, and multi-zone audio system and wireless microphones. The theatre includes a touch screen kiosk for visitors to select movies. Future plans include additional kiosks, multimedia display systems, and other technology to engage visitors in a manner consistent with modern expectations by visitors.

Robert E. Ryan Community Park



(310) 377-2290

As of this writing, Ryan Park has no network infrastructure and one computer not connected to the internet. A fiber optic project is schedules for January 2015 to connect this park site to City Hall and several new computers and telephones will be installed at the park site. Future plans call for possible park wireless and security cameras in the parking lot.

Abalone Cove Park

5970 Rancho Palos Verdes Dr. S


(310) 377-222

Connected to the internet via a Cox Cable 25/5 DSL connection and a telephone line. The internet connection connects to a credit card processing system that includes 3 servers, 2 gates that raise and lower based on programming and a kiosk that collects cash and credit card payments. This Skidata system requires PCI compliance and will likely stay separated from the City network for the foreseeable future. One computer and one cell phone are also utilized at the location

IT Support Service Provider Office Space

30940 Hawthorne Boulevard


(310) 544-5260

Service provider staff assigned to the City will have office space and access to the necessary computers, phones, printers, etc. to perform the duties to support the City.

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3 PROPOSAL EVALUATION

An Evaluation Committee known as the IT Services RFP Evaluation Committee shall review all proposals to determine which Proposers have qualified for consideration. The evaluation will include at least an initial review and a detailed review. The initial review will evaluate all submissions for conformance to stated specifications to eliminate all responses that deviate substantially from the basic intent and/or fail to satisfy the mandatory requirements. Only those proposals that meet or exceed the intent of the mandatory requirements will be further evaluated.

The Committee’s detailed evaluation shall be based on the following categories: Methodology to Meet RFP Requirements (weighted 15%): This evaluation

section grades Proposer’s methodologies proposed to achieve the objectives of the RFP such as the ratio of on-site personnel and remote resources, proposed system monitoring solutions, project management capabilities, capacity, etc. Important proposal characteristics include thoughtfulness, innovativeness and effectiveness of the solution proposed, clarity of approach and overall proposal methodology.

Organizational Experience (weighted 20%): The quality, quantity and complexity of Proposer’s successful past performances on similar engagements will be considered as a significant indicator of the Proposer’s technical competency and capability to complete this engagement. Expertise is gained by working on many different engagements and can be a major advantage to the City. Organizations with highly successful and complex engagement experiences are preferred. The evaluation of references and past engagement success will play a key role in this category.

Organizational Capabilities (weighted 20%): Consideration will be given to the qualifications of the Proposer’s personnel proposed for assignment to the engagement. The Proposer’s availability of additional staff for escalation and assistance in order to reduce the amount of outside contractor assistance required will be a factor. Organizations who are particular in their hiring practices, and those who recruit and retain personnel with more years of experience and who concentrate on training their personnel resulting in technology certifications will score well in this category.

Implementation (weighted 15%): The proposal will be evaluated for the

completeness, and realism of the approach to deliver the services in accordance with the requirements of this RFP. Number of staff hours proposed for day-to-day assistance and the availability of highly qualified staff assigned to resolve complex issues and for implementation assistance are factors in this category. Past engagement performance based on references will also be reviewed.

Cost (weighted 30%): This evaluation is based on the Proposer’s cost model inclusive of fixed and additional service fees. Note that a low-cost bid, in and of itself, will not be sufficient to score high in this category if the quality of services or personnel available indicate the probable need for additional consulting services for advanced technology needs in the future.

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The City reserves the right, at its sole discretion, to request clarifications of proposals or to conduct discussions for the purpose of clarification with any or all Proposers. The purpose of any such discussions shall be to ensure full understanding of the proposal. Discussions shall be limited to specific sections of the proposal identified by the City and, if held, shall be after initial evaluation of Proposals is complete. If clarifications are made as a result of such discussion, the Proposer shall put such clarifications in writing.

Proposals will be reviewed by an IT Services RFP Evaluation Committee consisting of both outside IT professionals and City personnel. The highest rated Proposers evaluated by the Committee may be invited to make an oral presentation of their written proposal at the sole discretion of the IT Services RFP Evaluation Committee pursuant to the schedule in Section 1.2.

The IT Services RFP Evaluation Committee will complete a scoring matrix and a category recommendations summary report of the evaluation scoring of every submittal that meets the Proposal Submission requirements (Section 4). The City Council will in turn review and act on the recommendations received from Staff based on the IT Services RFP Evaluation Committee’s recommendations.

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4 PROPOSAL SUBMISSION

4.1 General Instructions

The City discourages lengthy and costly proposals. Proposals should be complete and prepared simply and economically and provide a straightforward, concise description of the Proposer’s capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of content. Glossy sales and marketing brochures are not necessary or desired.

Proposers must follow all formats and address all portions of the RFP set forth herein providing all information requested. Proposers may retype or duplicate any portion of this RFP for use in responding to the RFP, provided that the proposal clearly addresses all of the City's information requirements.

Proposers must respond to every subsection and must label each response to the RFP requirements with the section and subsection numbers associated with the subject requirement in this RFP (e.g. the Proposer’s Qualifications Section would be labeled 4.5).

4.2 Format

Proposals must be structured and presented in the following manner: Proposal Transmittal Letter (Section 4.3) Table of Contents: All pages are to be numbered and figures, tables, charts, etc.

must be assigned index numbers and identified in the Table of Contents. Executive Summary: Describes the salient features of the proposal in a

maximum of five pages. It must condense and highlight the contents of the proposal and include conclusions and recommendations.

Technical Proposal (Section 4.4) Qualifications (Response is required for each bullet under Section 4.5) Experience / Capabilities (Response is required for each bullet under Section

4.6) Approach (Response is required for each bullet under Section 4.7) Transition (Response is required for each bullet under Section 4.8) Pricing (Response is required for each pricing category under Section 4.9) Special forms (Anti-Collusion Affidavit Section 4.11, Standard Professional

Services Contract Understanding Section 4.12, SLA Cross Reference Section 4.12.1)

Statement of Work and Service Level Agreements o General Operations (Response is required for each bullet under Section 5.1) o Pool of Consulting Hours (Response is required as described in Section 5.2) o Service Level Agreements (Response is required for each SLA as described

in Section 5.3) Proposer materials (e.g. financial statements, Proposer selected documents,

alternative service offerings, etc.)

Failure to follow the specified format, to label the responses correctly, or to address all of the subsections may, at the City’s sole discretion, result in the rejection of the Proposal. City will provide written reasoning for any rejected proposal.

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Proposals must not contain extraneous information. All information presented in a Proposal must be relevant in response to a requirement of this RFP, must be clearly labeled, and, if not incorporated into the body of the Proposal itself, must be referenced to the appropriate place within the body of the Proposal. Any information not meeting these criteria will be deemed extraneous and will in no way contribute to the evaluation process.

Proposals will be prepared on standard 8 1/2" x 11", two-sided paper. Foldouts containing charts, spread sheets, and oversize exhibits are permissible. All responses, as well as any reference material presented, must be written in English. All monetary amounts must be detailed in United States currency. All proposal pages must be numbered.

4.3 Proposal Transmittal Letter

The Technical Proposal must provide a written transmittal of the proposal in the form of a standard business letter. The Proposal Transmittal Letter will reference and respond to the following subsections and attach corresponding documentation as required. Each proposal must meet the Proposal Transmittal Letter requirements and provide all required documentation. A Proposal Transmittal Letter is mandatory, and failure to provide the information as required may result in the proposal being considered nonresponsive and rejected.

The letter will be signed by a company officer empowered to bind the Proposer to the provisions of this RFP and any contract awarded pursuant to it.

The letter will state that the proposal remains valid for at least 180 days. The letter will provide the complete name of the individual or the legal entity

name and Federal Employer Identification Number of the firm making the proposal.

The letter will provide the name, mailing address, e-mail address, and telephone number of the person the City should contact regarding the proposal.

The letter will state whether the Proposer intends to use subcontractors - if so, clearly identify the names of the subcontractors along with complete mailing addresses and the scope and portions of the work the subcontractors will perform.

The letter will state whether the Proposer or any individual who will perform work under the contract has a possible conflict of interest (e.g., employment by the City of Rancho Palos Verdes) and, if so, the nature of that conflict.

The letter will also include a statement of acknowledgement that the City’s Standard Terms and Conditions (Appendix H) has been reviewed and accepted with or without qualification. If qualifications are involved, those items requiring adjustment or modification must be identified and listed along with suggested modifications. If no modifications are noted, then the City will assume that the Proposer is in full agreement with the Terms and Conditions and capable of performing tasks and services without reservation or qualification.

4.4 Technical Proposal

The Technical Proposal will be divided into the following sections: Qualifications Experience Approach

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Pricing Special Forms

4.5 Qualifications

Proposer shall provide the following information to document Proposer’s qualifications to deliver services required by the RFP and financial stability to insure viability during the contract term.

A description of the Proposer’s credentials to deliver the services sought under the RFP.

A description of the Proposer’s background and organizational history. Years in business and statement of how long the Proposer has been performing

the services required by this RFP. Location of headquarters and field offices and location of office which would

service the City. A description of the Proposer’s organization’s number of employees, longevity,

and client base. Whether there have been any mergers, acquisitions, or sales of the Proposer

company within the last ten years (if so, an explanation providing relevant details).

Form of business (i.e., individual, sole proprietor, corporation, non-profit corporation, partnership, joint venture, Limited Liability Company, etc.).

A current written bank reference, in the form of a standard business letter, indicating that the Proposer’s business relationship with the financial institution is in positive standing.

Two current written, positive credit references, in the form of standard business letters, from institutions with which the Proposer has done business; in lieu of such, documentation of a positive credit rating determined by an accredited credit bureau within the last six months.

Profit and loss statement to include gross revenues and expenses in order to evaluate the stability of the organization as well as the percentage of total business this outsourcing contract will be.

A copy of a valid certificate of insurance indicating general liability insurance in the amount of at least one million dollars ($1,000,000).

A statement as to whether the Proposer or any of the Proposer’s employees, agents, independent contractors, or subcontractors have been convicted of, pled guilty to, or pled nolo contendere to any felony; and if so, an explanation providing relevant details.

A statement as to whether there is any pending litigation, tax lien, or other financial judgment pending against the Proposer; and if such litigation, lien or judgment exists, attach an opinion of counsel as to whether the pending litigation will impair the Proposer’s performance in a contract under this RFP.

A statement as to whether, in the last ten years, the Proposer has filed (or had filed against it) any bankruptcy, tax lien or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors; and if so, an explanation providing relevant details.

Has Proposer accepted any Federal Troubled Asset Relief Program (TARP) funds? If so, please describe the impact and plans for re-payment.

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4.6 Experience / Capabilities

An organizational chart highlighting the key people / roles who shall be assigned to accomplish the work required by this RFP and staff who would be in backup or escalation positions. If the intention is to hire and assign new staff or to use subcontractors for advanced capabilities for this engagement, please note it in the appropriate position of the organizational chart.

Include resumes of key people who shall be assigned by the Proposer to perform duties or services under the contract, both on-site and remotely. (The resumes shall detail the title, education, certifications, current position with the Proposer, and / or employment history).

Provide the estimated number of hours to be worked on the contract for each person / position. *Should coincide with hours associated with the mandatory costing sheets provided. (Attachment 1).

Customer references for any similar clients representing government accounts of similar size and requirements of the City being currently serviced by the Proposer. Each reference must include: o Name and business address o Name, title, email address, and telephone number of the contact responsible

for the engagement. o Brief description of the service provided and the period of service. o Total contract amount. o Optional: Written references from the City Manager, or IT Manager / Director

on City letterhead if available. A list, if any, of all current contractual relationships with the City of Rancho Palos

Verdes and any engagements completed within the previous five year period. The list must include: o Brief engagement description o Term of engagement o Procuring department with the City o Services provided

4.7 Approach

The objective of this section is for the proposing firm to describe its implementation approach. This includes the tools and techniques that will be used, proprietary methodologies that the firm will employ, the staffing model and other elements the Proposer deems relevant for this engagement. Specifically:

Describe your overall approach to providing the services described in the RFP and your methodology for on-going support. Include best practices approaches, service strategies, etc.

Describe how your firm is positioned to provide the services and provide a history of experience in providing similar services including examples of work and circumstances that might require outsourcing.

Describe how your firm will generally meet the Statement of Work and Service Level Agreements (Section 5).

Describe your firm’s approach to providing innovative, new and/or different solutions and approaches to delivering outsourcing services to the City which might include information such as examples of innovations of the organization’s connection with manufacturers, proactive versus reactive support activities, or policy on ongoing staff training, etc.

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Describe your firm’s approach to continuously improving service delivery over the term of the contract and how you will introduce efficiencies in technology services over time.

Describe your firm’s approach to providing “cross training” for your staff in order to minimize lost time caused by staff turnover and in ensuring continuity of services in event of absence or vacation of regular assigned staff.

Describe your firm’s approach or policy related to training of your organizational staff.

List your firms approach to documenting City assets, systems, procedure and other documentation.

Clarify any circumstances in which additional charges would apply.

4.8 Transition

Transition is the effort required to migrate from the existing IT outsourcing contract to the new environment whether with a new provider or with the same outsourcing contractor into the new environmental requirements.

The City anticipates a transition period of approximately six weeks as shown in Table 1, RFP Schedule of Events. The transition period is expected to be a discovery or due diligence period wherein the Proposer may review the City’s existing environment, procedures, culture, inventory and other key infrastructure information. It also provides a time to establish systems, tools and processes necessary to provide Services, deploy staff resources and be introduced to City personnel. Service level agreements will take effect after the transition is complete.

The Proposer will, at a minimum, describe the following attributes of its transition plan. Describe how you propose to provide flexibility to integrate the City’s retained IT

Services processes and practices. Describe the make-up of your proposed transition team. Describe end user communication plans, orientation and training. Describe your change management process. List key transition activities and tasks required to transition each specific service

category as defined in Section 5. List transition milestones and projected timelines. List risk and issue management / processes.

4.9 Pricing

The City is seeking a fixed-fee (monthly) contract for full-service IT support. Cost will not be the only criteria evaluated for the selected Proposer, but the City will look favorably on proposals which will cost less for substantially equal service. Proposers must present their costs for the following, separate categories as tabs in the :

Base Contract Costs (Years 1 through 4) Transition (Any Additional Costs) Pool of Consulting Hours (Developed from a Rate Card) Additional or Alternate Services Summary of Costs

Base Contract: This represents the monthly cost of all resources proposed for the delivery of IT services as specified in General Operations, Section 5.1.

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Even though this is a fixed fee contract, the Proposer must provide the City with the detail pricing plans per position(s) so the IT RFP Evaluation Committee can evaluate the Proposer’s general support plans. The hourly estimates should take into consideration provider overhead, management, training, travel, software tools and any other cost associated with providing each part time or fulltime resources. Also, reflect if any Base Contract services are to be provided remotely or on-demand basis in the associated column. The Proposer should list the certifications, experience and qualifications typically required for the positions in the appropriate column. The fixed fee is a set contracted fee; the hours are a general guide to the number of hours needed to accomplish the service objectives. The City will not hold the selected Services Provider to a specific number of hours per category each month, nor will the Service provider bill for any additional required hours (other than those specified as additional hours in the contract). This Base Contract Cost sheet is a planning tool for the Provider and an evaluation tool for the City. The Proposer must complete “Attachment 1 - RFP Mandatory Pricing Matrix – Base Contract Years 1 – 4” tab.

Transition: Transition costs are costs separate from “Base Contract” costs and are accrued in advance of the Proposer Go-live date as defined in the Schedule of Events (Table 1). These are proposed actual costs for all resources, systems and implementation needed for the transition process (estimated at 6 weeks) and defined in Section 4.8. The Proposer must complete “Attachment 1 - RFP Mandatory Pricing Matrix – Transition Pricing” tab.

Pool of Consulting hours: As detailed in Section 5.2, this represents the hourly cost for these resources. The Proposer should create a Rate Card which defines pre-determined hourly rates for all technical positions the Proposer may offer the City. These positions represent resources whether initially assigned and/or utilized by the City. The Proposer must complete “Attachment 1 - RFP Mandatory Pricing Matrix – Consulting Rate Card” tab.

Additional Services: This cost is the separate pricing for any service the Proposer wishes to include in its response. Special attention will be given to service proposals that would provide materially better service to residents or generate cost savings or productivity enhancements for staff. The City reserves the right to accept or reject any or all additional or alternate service offerings. The Proposer should complete “Attachment 1 - RFP Mandatory Pricing Matrix – Additional Services” tab.

Summary of Costs: This sheet is a roll-up of the totals from the above Pricing Sheets. Calculate the totals in “Attachment 1 - RFP Mandatory Pricing Matrix – Summary of Costs” tab.

Please note - The cells do not automatically populate, so be sure to enter correct information.

4.10 Special Forms

1. Anti-Collusion Affidavit: Proposer, as a part of its proposal, must submit the completed Anti-Collusion Affidavit form.

2. Standard Terms and Conditions Understanding: Proposer, as part of its proposal, must submit the completed Standard Terms and Conditions Understanding form.

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3. Service Level Agreement (SLA) Cross Reference Table: Proposer, as part of its proposal, must submit the completed SLA Cross Reference Table (Section 4.10.3) form.

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4.11 Anti-Collusion Affidavit

The undersigned deponent, of lawful age, being duly sworn, upon his oath deposes and says: That he has lawful authority to execute the within and foregoing proposal; that he has executed the same by subscribing his name hereto under oath for and on behalf of said Proposer; that Proposer has not directly or indirectly entered into any agreement, express or implied, with any Proposer or Proposers, having for its object the controlling of the price or amount of such proposal or proposals, the limiting of the proposals or Proposers, the parceling or farming out to any Proposer or Proposers or other persons of any part of the contract or any part of the subject matter of the proposal or proposals or of the profits thereof, and that he has not and will not divulge the sealed Proposal to any person whomsoever, except those having a partnership or other financial interest with him in said proposal or proposals, until after the said sealed proposal or proposals are opened.

Deponent further states that the Proposer has not been a party to any collusion among Proposers in restraint of freedom of competition; by agreement to make a proposal at a fixed price or to refrain from submitting a proposal; or with any City official or employee as to quantity, quality, or price in the prospective contract; or in any discussions between Proposers and any City official concerning exchange of money or other things of value for special consideration in the letting of a contract; that the Proposer has not paid, given or donated or agreed to pay, give or donate to any official, officer or employee of the City directly or indirectly, in the procuring of the award of contract pursuant to this proposal.

Executed under penalty of perjury on this ______day of ______________, ________

at ___________________________________.

Signed __________________________________

BY _____________________________________

TITLE ___________________________________

COMPANY _______________________________

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4.12 Standard Terms and Conditions Understanding

The successful Proposer will be required to execute the Standard Terms and Conditions of a contract which are included in Appendix H. Please indicate your firm’s willingness to comply with these requirements or state all proposed modifications to these requirements. Items not excepted will not later be open to negotiation.

__________________________ understands and is willing to comply with the City’s Standard Terms and Conditions which will be contained within the fully executed contract.

OR

__________________________ understands and is willing to comply with the City’s Standard Terms and Conditions which will be contained within the fully executed contract with the following exceptions.

1. ________________________________________________________________

2. ________________________________________________________________

3. ________________________________________________________________

4. ________________________________________________________________

5. ________________________________________________________________

Executed under penalty of perjury on this ______day of ______________, ________

at ___________________________________.

Signed __________________________________

BY _____________________________________

TITLE ___________________________________

COMPANY _______________________________

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4.12.1 SLA Cross Reference Table

No. Categories of Support / Service Level

Included

In

Approach?

Included

in

Price?

Meets

Require-

ment?

5.3.1 Administrative / Reporting

5.3.1a - Report Generation

5.3.1b - IT Document Catalog Management

5.3.1c - Physical Security

5.3.2 Help Desk / Support Services

5.3.2a - Help Desk Support

5.3.3 Systems Administration / Infrastructure Services

5.3.3a - Systems and Server Operation

5.3.3b - Business Application / Database Management

5.3.3c - Capacity and Performance Management

5.3.3d - Disaster Recovery

5.3.4 Voice and Communications

5.3.4a - Email / Messaging / Conferencing

5.3.4b - Telephone Services

5.3.5 Network, Cabling, Switching, and Routing

5.3.5a - Network Management

5.3.5b - Network Security

5.3.3 Website Technologies Services

5.3.6a - Web Site Support

Table Definition

This table must be completed by the Proposer to cross-reference the specific SLA requirements with the Proposer’s implementation approach and price.

Included in Approach?

Indicate the section of your proposal that addresses each SLA (Section and page number).

Included in Price?

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Reference the section of your proposal that addresses the price (Base contract, Pool, Additional) for each SLA (Section and page number).

Meets Requirement?

Answer “yes” or “no” for each SLA as to whether your Proposal meets the requirements as specified in the SLA narrative. For any “no” response, please explain.

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5 STATEMENT OF WORK AND SERVICE LEVEL AGREEMENTS (SLA)

The City desires to enter into a full-service IT Services and Support agreement with a qualified Proposer who will provide operational technology support and associated services to meet the City technology needs working closely with the City IT Manager.

City business hours are Monday - Thursday 7:30 a.m. to 5:30 p.m., and Friday 7:30 a.m.- 4:30 p.m. IT services are required to be operational 365 days per year, 24 hours per day, unless scheduled for maintenance, 7 days per week. Emergency services may be required after hours to support City business continuity.

The Statement of Work is comprised of General Operations, Pool Consulting Hours and Service Level Agreements (SLAs). The Proposer must provide a detailed description of its approach and methodologies to meet and exceed the following categories.

5.1 General Operations

The Proposer is expected to be knowledgeable of the services currently being provided by the City’s outsourcing contractor. The City requires the Proposer to continue those services related to the City departments responsibilities to provide the services necessary to conduct City business, whether specifically stated in this RFP or not. The General Operations Services Categories represent the minimum components required for the operation of the City IT Services and Support.

5.1.1 Operations / Administration Services (SLA 5.3.1 a, b, c)

The City expects the Proposer to actively administer their service delivery performance, utilization, governance, and relationships with City IT Manager and Departments, pursue higher accountability and continuous improvement of IT service delivery over the life of the contract.

The Proposer, as the City’s IT Services provider, will work closely with the City IT Manager and Departments to proactively provide best practice solutions and recommendations. The Proposer shall provide all aspects of service delivery, recommend service changes or upgrades and assist City technology users. The IT Department function reports directly to the IT Manager (within the City Manager’s Office), but works closely with all City departments on a daily basis.

The Proposer shall manage the performance of its assigned account personnel and continually seek opportunities to enhance and improve their performance. The Proposer shall provide City with access to the data used to calculate its performance against the Service Levels and the measurement and monitoring tools and procedures utilized by the Proposer to generate such data for purposes of audit and verification.

In addition, the Proposer will be expected to administer the City’s electronic IT Document Catalog and maintain updated and current content. (I.e. IT Inventories, Diagrams, Policy and Procedure documents. etc.) And participate in meetings pertaining to IT support services. (I.e. TSC (Technology Steering Committee), periodic service level reviews etc.);

The City expects the Proposer to facilitate access to its top management executives as and when required.

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5.1.2 Help Desktop / Support Services (SLA 5.3.2 a)

Help Desk services are the activities required to coordinate and respond to Incidents and Service Requests made by City end-users and technical staff. The City currently has a web based Helpdesk solution in place, and with agreement of both parties Proposer can use that solution or setup or implement their own Helpdesk solution. The Helpdesk shall act as the Single Point of Contact for resolution and escalation of all Incidents and Service Requests related to all City technical requests. The services and activities required to provide and support the City’s end user computing infrastructure include:

Desktop devices and associated system software Laptops/notebooks and associated system software Telephones and mobile devices Software that are part of standard desktop image Business productivity software and City applications Networked peripherals and standalone devices (I.e. printers, scanners, UPS’s,

etc.) Setup of technology such as laptop, projectors and communications for meetings

and webinars

5.1.3 System Administration / Infrastructure Services (SLA 5.3.3 a, b, c, d)

The Proposer shall provide day to day server and IT infrastructure systems support, providing maintenance and repairs of associated server hardware and software, enterprise system support and security implementation, EOC and Disaster Recovery readiness support. Additionally, business application software support and database management are services and activities that apply to the maintenance, support and management of City IT business applications, databases and websites. The City relies heavily on Hosted Solutions but does have locally supported systems. The City maintains support agreements with all Business Systems suppliers.

The Proposer will provide the following services:

Application Monitoring and Maintenance: The Proposer shall perform proactive monitoring, execute preventive, corrective, emergency and adaptive maintenance of all City applications. The Proposer shall perform Incident, Problem, Change and Release Management responsibilities for all of City applications.

Business Application Administration Services: The Proposer shall maintain and perform application administration procedures, execute processes for the proper maintenance and functioning such as load balancing, tuning and configuration management, provide enhancements to follow production change procedures and patch management services. The Proposer shall provide leadership, design and technical support for general use applications such as Ascent CAD, Cognos, Crystal Reports, Adobe, MS Project and standard Microsoft Office products. Additionally, the Proposer shall work with third party software business applications (hosted / local) that support the City business functions.

Database Administration: The Proposer shall provide activities associated with the maintenance and support of all databases. This includes responsibility for managing data, including placement, database performance, log management, backup and data recovery and integrity at a physical level. Execute database

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creation, configuration, upgrades, patches and refresh, execute database system level changes and schema changes, security administration, database monitoring and problem resolution, testing services and database storage management.

5.1.4 Voice and Communications Services: (SLA 5.3.4 a, b)

Includes general support of City telephone communications using MS Exchange and Lync unified (voice, video conferencing, and email) communication system. Includes mobile device management, implementation and support.

5.1.5 Network, Cabling, Switching, Routing & Wireless Services: (SLA 5.3.5 a, b)

The Proposer shall provide support and services for connectivity both inside City buildings and between facilities, including wiring, switching, routing, connectivity to ISP’s, wireless management, IPS, IDS, network security and monitoring of all network components.

5.1.6 Website Technology Service: (SLA 5.3.6 a)

Includes general support of City website, SharePoint intranet and web based components used within business applications.

The City’s web site is currently located at http://www.rpv.com (scheduled change in March 2015 to http://www.rpvca.gov) and will be hosted on an external platform operated by CivicPlus. City staff will upload most content, but the Proposer shall provide general oversight and guidance to City departments and shall assist with some web taxonomy, form and graphics design, and some content updates. The Proposer shall provide limited direction and guidance to the Web maintenance provider, CivicPlus, in matters of technical design, operation, and support.

Other aspects of Website Services include support for the City SharePoint implementation such as adding and configuring web parts, integration functionality and upgrades as needed. Business application support includes aspects such as: Class registration, forms/applications, potential integrations and aspects of security. The City hopes to use the website for future enhanced communications with the community and provide additional services on-line.

5.2 Pool of Consulting Hours

The City expects to allocate a, pre-determined number of hours per City fiscal year to be used as general consulting and/or resource hours which are not part of staff which are performing work detailed in this RFP. The budgeted consulting hours is estimated to be 100 hours per year for support that is materially outside the scope of services as defined in the final agreement. The City will draw and pay for hours used from this pool on an “as needed” basis and may add hours as needed depending on circumstances. The Proposer must indicate its ability to provide these specialized skilled resources directly or whether they are sub-contracted resources, methods of determining project definition and deliverables, price and accounting for hours used. Typical activities in this category are outside the scope of system support, maintenance, upkeep or troubleshooting or resolving of service requests and may include but are not limited to activities such as:

New System Implementations and Data Conversion Software development (Interfaces, reports, one-time process)

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http://www.rpv.com/



Procurement Assistance Architecture, Engineering and Design Services System, Network and Security Assessment and Remediation materially outside

the scope of ongoing maintenance, management or upgrades.

5.3 Service Level Agreements

The following SLA narratives provide additional definition as to the required functions to be performed by the Proposer. Each SLA provides a description of the service, the objective, job functions (requirements) and measurements (metrics). The City reserves the right to add, change or delete any SLA during contract negotiation with the selected Proposer. Regardless, the Proposer is required to specifically define its approach to meeting and exceeding each specific SLA.

5.3.1 a. Administrative / Reporting

Definition Reporting is the activity associated with the production of designated reports

and deliverables which include the formal reporting of management information (e.g., performance metrics, and system accounting information) and reporting of incident resolution and status to the City.

Objectives Provide accurate and timely reporting on technology performance, trends, issues, assets, and other topics as required by the City. Reports are to be available in both hardcopy and electronic format.

Requirements Typical functions include but are not limited to: Measure and report quarterly on each SLA. Produce recommendations for measurement and reporting of contractual

SLAs. Provide City access to a problem tracking system which will allow for

Incident/Problem monitoring and ad hoc reporting. (Or continue use of City Kayako system.)

Provide status reports detailing the root cause of and procedure for correcting recurring problems or critical issues.

Report on service performance improvement results. Metrics Final measurements and targets subject to contract negotiation.

Report Generation Reports reflecting contract performance (SLAs) are to be provided to the City in hardcopy and electronic form as specified in the Statement of Work.



Algorithm All reports are to be delivered quarterly within month of quarter end.

Target 100% of SLA reports are due 5 business days after the measurement period

5.3.1 b. IT Document Catalog Management

Definition

IT Document Catalog Management is the activity associated with maintaining IT technology documentation. Includes tracking (inventory) and maintaining documentation for all technology service components (e.g. hardware, software, peripherals, etc.) as well as maintaining IT system diagrams and

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specifics, policy updates and step-by-step procedures documentation.

Objectives To maintain current IT documentation in support of installed City hardware, software, networks and infrastructure information to assist in management of the City technical environment.

Requirements

Typical functions include but are not limited to: Maintain asset management tracking documents. Tag newly acquired technology assets. Track (inventory) all technology assets. Produce asset management quarterly reports. Assist in annual reconciliation. Insure information and documents related to licensing, support and third

party contracts are distributed to City. Document and diagram IT systems. Document procedures involved in support and system administration

related activities. Metrics Final measurements and targets subject to contract negotiation.

IT Document Catalog

Updates

IT Document Catalog content will be maintained electronically and updated at the time of any change.



Algorithm City conducts quarterly audit of select items in the IT Document Catalog, discrepancies are noted.


IT Asset Updates The availability of electronic technology asset reports including detailed hardware assets, software licenses, and service contracts. Hardcopy reports are to be made available upon request.



Algorithm Quarterly report on additions and deletions due to City by the 5th business day after the end of each quarter. City to audit selected records and note discrepancies.


5.3.1 c. Physical Security

Definition Physical Security is the activity associated with maintaining the physical

environment around and within the City information technology facilities.

Objectives To provide clean, well-organized, closely monitored computing environments for City technology operations. The management of the facility should be proactive, forward-thinking and highly security conscientious.

Requirements Typical functions include but are not limited to: Insure City procedures and standard best practices for physical security

are followed by personnel. Recommend physical support and improvements and/or changes in

documentation.

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Monitor environmental systems (e.g., UPS, HVAC) supporting the IT Infrastructure.

Work with City IT Services manager to coordinate activities of all IT personnel working in equipment locations (e.g., equipment rooms, network equipment closets, etc.).

Metrics Final measurements and targets subject to contract negotiation

Access Log Access to City facilities is granted with an electronic Access Control System. Any visitors and third party contractors to the Data Center(s) should be reported to the City maintained on an Access Log available for City staff review.

Hours of Availability Upon Request


Algorithm Review of Access Log and reconcile with City official building entrance sign-in log.)

Target 100%

5.3.2 a. Help Desk Support

Definition Help Desk pertains to the support services which triage, process, track, and report on City staff requests for all requests for service, information and problems.

Objectives

Provide centralized resources as a single-point-of-contact for the City’s computer users as they seek technical assistance in order to resolve technical operational issues. The objective of the help desk is to resolve all request upon contact by City staff, any calls that cannot be resolved immediately are scheduled for resolution based on priority categories as outlined below. For calls that are not the responsibility of service provider, the help desk will liaison with correct entity to provide service in turning over the request.

Requirements

Typical functions include but are not limited to: Help Desk Requests are inclusive of all technical assistance or requests

by the City and include but are not limited to requests for assistance with error messages, account, email, telephone, printing problems

Meeting setup requests for laptops, communications or projectors, copier or other device configurations

New user setup or changes to user account or hardware setups, calls Provide Help Desk solutions that meet the City’s business needs and

defined service level requirements. Maintain operational Help Desk policies and procedures. Develop Help Desk scripts and knowledge base to improve staff

performance and self-reliance. Accept all incoming service requests and calls and re-direct as necessary. Provide a single point of contact for, and coordinate all, end-user requests

for service. Provide support for inquiries on the features, functions and usage of all

business applications in use within the City. Identify, escalate, and manage all end-user requests to closure. Prioritize calls for City executives and mission critical end-users that have

been identified by the City. Track/manage/report Help Desk utilization and delivery statistics.

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Maintain escalation contact list, vendor maintenance support and 3rd party contact lists within City contact list as specified.

Dispatch on-site support / service technicians as necessary. Categorize, prioritize and log all calls (e.g., Inquiries/Problems/Work

Requests/Changes).

Priorities

The Help Desk should make every effort to resolve issues at the time of call. This will be the initial method for resolving issues before assigning a priority level. The following priorities, when appropriate, describe the levels assigned to calls and the associated completion time commitments. Note that with agreement by the City, issues or requests may be moved from a Priority Category to a long term project and will no longer be required to meet noted SLA completion requirements.

Priority One (Urgent) All urgent user requests, including but not limited to the following criteria: Multiple Workstations unable to work normally Business Critical Network Applications down (Permitting, Finance

Application, Laserfiche, etc.) Network communications disruption, intrusion detection or virus outbreak. Widespread loss of access to the City network, internet, file system,

printing. Critical computer issue related to City Council, Agenda Preparation,

Planning Commission or other critical timelines or meetings. IT support will provide immediate acknowledgement to user and timely

attempt to restore access to IT System. IT Support will provide resolution no more than 2 hours after reported.

Priority Two (High) All high priority user requests, including but not limited to the following criteria: User is unable to log on to workstation, (account is locked, reset of

password, etc.) Application affecting one user’s ability to work (Account settings, security,

etc.) Printer, computer, peripheral issue effecting users ability to work. User’s desktop or laptop is locked, workaround not available. High priority user device or PC moves or changes IT support will provide immediate acknowledgement to user and timely

attempt to restore access to IT System. IT Support will provide resolution no more than 4 hours after reported.

Priority Three (Medium) All medium priority user requests, including but not limited to the following criteria: User request for enhancement Account modification (application, mail, network) Any service request not impacting production (non-critical user device, PC

moves, replacements, training, etc.) Scheduled events IT support will provide same day acknowledgement to user and a one

week resolution, a timelier attempt to satisfy user request may be set based on issue circumstances.

IT Support will provide resolution no more than 1 week after reported. Priority Four (Low) Low propriety user requests, including but not limited to the following criteria: Preplanned new software requests

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Non-emergency new hardware requests System conversions or changes Short term projects (long term projects tracked separately) IT support will provide same day acknowledgement to user and two week

resolution, with exemptions based on circumstances. IT Support will provide resolution no more than 2 weeks after reported.

Metrics Final measurements and targets subject to contract negotiation.

Help Request

Confirmation

Total elapsed time to provide a help request confirmation notice including initial triage via the help desk solution, in person email notification and/or telephone call to original caller.

Hours of Availability City business hours are Monday - Thursday 7:30 a.m. to 5:30 p.m., and Fri. 7:30 a.m. - 4:30 p.m. Excluding City Holidays.


Algorithm

For Urgent and High help requests - Number confirmed within 1 hour*100/Total number of urgent and high tickets

For medium and low - Number confirmed within 1 day*100/Total number of medium and low tickets

Target 90% within target.

Help Desk Completion Based on the priorities definition table, the elapsed time by priority for the completion for each call.

Hours of Availability City business hours are Monday - Thursday 7:30 a.m. to 5:30 p.m., and Fri. 7:30 a.m.- 4:30 p.m. IT services are required to be operational 365 days per year, 24 hours per day, unless scheduled for maintenance, 7 days per week. Emergency services may be required after hours to support City business continuity.


Algorithm ((Total help desk requests (minus website change requests) that met the completion time target per priority)/(Total help desk requests))*100

Target 90% within target

5.3.3 a. Systems and Server Operations

Definition The day-to-day management of the installed server and system

hardware and software environment. Activities include system monitoring and troubleshooting, computer processing for batch and on -line systems, data storage, system updates, and output management. Includes activities normally associated with the daily running of a computer center.

Objectives To efficiently manage and utilize the equipment located in the City’s computer rooms. These activities include the management of consumables, system input and output, storage management, security and system updates, system backups, power, etc. The goal of Operations is to provide trouble-free, well-coordinated, on-schedule production operations within the City IT Division.

Requirements Typical functions include but are not limited to: Within the City’s IT operational environment: Design, install and manage all server systems used to deploy technology

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services to the City including managing and monitoring workload processes across all platforms and recommending changes to make systems more efficient or robust.

Manage after hours support calls and respond per defined process. Provide technical support and coordinate maintenance services for

equipment used within the IT infrastructure. Support computer room operations (e.g. systems monitoring, Incident

diagnostics, troubleshooting, resolution and escalation, security management; and capacity planning/analysis).

Provide UPS’s, data backup and restoration services. Deploy and manage servers, storage devices and peripherals. Deploy updates and security patching and identify and report system or

business application problems. Perform job scheduling and execution on appropriate systems, reporting

and resolution activities. Interface with vendors to update and troubleshoot server system issues. Interface with vendors or other 3rd parties to complete requested system

integrations or other setups. Maintain, manage and document the storage network, media library and

media management system. Metrics Final measurements and targets subject to contract negotiation

System Availability Percentage of time servers are available for use during scheduled uptime. Provider tracks any downtime. Planned outages are not included in the availability calculation.



Algorithm ((Total hours of scheduled availability – downtime) / total hours of schedule availability) * 100

Note: Each server will be tracked separately, but combined for an overall availability percentage target.

Target 99.5%

5.3.3 b. Business Application / Database Management

Definition

Business Application / Database management is the activity associated with the support and maintenance of existing and future business applications / databases. These activities include managing business applications system and data, performance, recovery and integrity. All data sets residing on City storage devices (tape or disk) whether owned by the City or an outside agency.

Objectives To maintain and secure all City applications / databases in a fashion that they are available and perform efficiently, conserve physical space, are secure, are properly backed up and can be restored in case of an emergency.

Requirements

Typical functions include but are not limited to: Provide business application support of 3rd party systems in support of

departments. Provide security administration for all data bases. Monitor data bases for breaches and potential breaches in data security

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policy and procedure. Create or refresh development and test databases from production data. Execute database creation, configuration, upgrades, and patches. Execute all schema changes for all instances. Execute database data definition requirements for applications. Maintain documentation of database parameters and system settings for

all database instances. Define and execute database performance, log management and tuning

scripts and keep databases running at optimal performance for the City’s workload.

Implement and administer appropriate database management tools across all database instances.

Provide technical assistance to third-party contractors for troubleshooting, integrations and upgrades

Open, track, and manage to resolution all database problems. Provide database storage management. Execute the City’s database backup and recovery policies. Support of application and web services associated to business

applications. Support desktop configurations and software associated to business

applications. Insure backups include all business applications and systems.


Backups

Backups are required for all production systems and that there is the ability to restore and recover on demand. Percentage of time all back-ups are completed successfully. Back-ups must be verified for successful completion and re-run if incorrect.



Algorithm ((Total backups – Failed backups) / Total backups)*100%

Target 95% for production backups

5.3.3 c. Capacity and Performance Management

Definition Capacity Management is the activity associated with ensuring that the

capacity of the IT infrastructure matches the evolving demands of City business in a cost-effective and timely manner. Performance Management is the activity associated with tuning the IT Infrastructure components for optimal performance. Technology infrastructure components include, but are not limited to, virtual infrastructure, servers, routers, communications circuits, switches, and disk storage devices.

Objective Monitor and continuously improve the performance and throughput of infrastructure components based on current demands and future requirements.

Requirements Typical functions include but are not limited to: Define, develop and implement tools that allow for effective capacity

monitoring/trending of IT infrastructure components. Assess capacity impacts when adding, removing or modifying

applications.

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Monitor IT resource usage to enable proactive identification of capacity and performance issues.

Capture trending information and forecast future City capacity requirements.

Assess incidents/problems related to throughput performance. Recommend changes to capacity to improve service performance. Assess impact, risk and cost of capacity and performance changes. Conduct capacity and performance planning activities that incorporate all

systems, sub-systems, software, workload balancing, and resource allocation.

Monitor and manage capacity within all systems to maximize performance and efficiency and to minimize service disruptions.


Capacity Analysis and

Forecast Report

As part of the annual City Capital Improvement Budget process, develop an annual Capacity and Performance Analysis/Utilization/Forecast Report that details the current state of resource use and consumption as compared with industry standards. The report will be used as justification for new or additional resources based on industry technology advancements and will serve as notice of pending operational issues in advance of system degradation.



Algorithm The report is due each January as part of the annual IT Department’s Budget submission to City management.

Target 100%

5.3.3 c. Disaster Recovery

Definition Disaster Recovery (DR) encompasses all services, assets and facilities necessary to meet the City requirements for business continuity.

Objectives Provide technology disaster recovery capabilities in the event of an unplanned situation which renders the computing infrastructure inoperable.

Requirements

Typical functions include but are not limited to: Recommend best practices for IT Service Continuity and Disaster

Recovery strategies, maintain DR policies and procedures. Create and/or maintain the Disaster Recovery (DR) plan. Produce, at the start of each fiscal year, a revised DR Plan to continually

meet City Business Continuity objectives and update IT Document Catalog.

Perform a yearly DR test. Perform corrective action identified during the DR test and provide

ongoing status until complete. Maintain and document requirements for off-site data storage. Provide secure offsite storage for designated media and transport media

to offsite location as required. Ensure archived data is available for use in disaster recovery operations. Execute actual DR procedures when directed by the City.


Disaster Recovery Semi-annual test of the Disaster Recovery Plan and subsequent modifications

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Plan Testing to the DR Plan to reflect test results.

Hours of Availability Recovery capability 365 days/year.

Measurement Period Semi-annual

Algorithm Provider submits testing results and any corrections noted during the test of a major portion of DR plan.

Target 100% testing complete and deficiencies corrected

5.3.4 a. Email / Messaging / Conferencing

Definition

Email pertains to all the hardware and software components needed to maintain and support electronic mail (Email) including filtering, routing, etc. The Email system is based on Microsoft Exchange and includes Email account management, Exchange software updating and support, management of Email server resources, server capacity analysis and consolidation required to deliver email to users both inside and outside the network using Outlook Web Access.

Messaging is a comprehensive system of instant messaging and video conferencing based on Microsoft Lync and all components required to deliver services to users internal to the network and on Microsoft mobile devices outside the network.

Conferencing is based on Microsoft Lync and includes all server and user components required to deliver conferencing content to users.

Objective

All Email, Unified Messaging and Conferencing applications will be maintained to within one version of the current released product. The Exchange and Lync servers will be patched and updated as needed to ensure continuous reliable transport of Email and Communications to and from City users.

Requirements

Typical functions include but are not limited to: Assist in production and update of associated operational policies and

procedures. Produce recommendations for Exchange and Lync application standards. Design, test and implement approved updates and patches to Email,

Messaging and Conferencing Services. Implement approved backup/recovery procedures. Implement and maintain Email retention policies. Manage Email Services to meet operational needs. Manage Exchange application, Outlook Web Access, ActiveSync and

Lync messaging components. Maintain Email and other associated accounts for users. Maintain Email Services to Minimum Service Levels. Protect against SPAM and malicious software. Support secure remote access to Email resources to authorized users.


Response Time Length of time Exchange system and network transmits and processes request and returns data to user’s computer screen.



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Algorithm Test transactions will be sent to/from 50% internal and 50% external mail servers once per hour between 8:00AM and 5:00PM, Monday through Friday. Transaction (10) * Number of test days in the month/Total number of possible transactions

Target 99% of email delivered within 3 minutes

5.3.4 b. Telephone Services

Definition

Telephone system support includes management of the Microsoft Lync telephone system, switches, desktop sets, FAX machines, cell phones, voicemail, analog telephone lines, DID telephone numbers and communications lines that make up the City’s phone system.

Components

Telephone system support are the activities associated with the day-to-day management of the City’s voice communications including:

Telephone and associated systems management and troubleshooting (performance, incident, move/add/change, and capacity monitoring)

Implementation and management of a system that gathers usage statistics

Working with public carriers and other circuit providers to perform operational activities

Maintaining all components of the telephone systems (e.g., hardware, software, programming, lines, DIDs, etc.)

Managing switch configurations, voicemail configuration, and handset configuration.

Cell phone and mobile device setup and troubleshooting.

Objective

Telephone system support includes the effective operation of the City’s telephone and voicemail systems through the use of a multi-layered communications structure. Telephone system support provides the resources necessary to ensure the City’s voice services are well-designed, scalable, efficient, and economical.

Requirements

Typical functions include but are not limited to: Document phone switch configuration including line, DID, and trunk

schemas Manage the performance of public carriers (and other Third Parties) to

meet defined schedules and project plans Maintain telephone device’s operating systems software and firmware Manage telephone set moves/adds/changes Maintain accurate telephone directory listings Develop and document in the Procedures Manual Telephone Systems

Monitoring/Reporting, Incident management, and Operations procedures Troubleshoot basic problems users experience with telephones, cell

phones and/or voicemail Backup the configuration of the phone switch and voicemail systems Provide technical support and coordinate maintenance services for

telephone equipment serviced by either the manufacturer or any third party providers

Conduct technical reviews and provide recommendations for improvements to the telephone system that increase efficiency and effectiveness and reduce costs.


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Telephone System

Availability

Availability is the amount of time all systems are available for use during City work hours. Planned outages are excluded from the availability calculation.



Algorithm ((Total telephone server availability in minutes – total planned outage minutes) / total available minutes) * 100

Target 99%

5.3.5 a. Network Management

Definition Network Management includes all Local Area Network (LAN) and Wide Area

Network (WAN) management to include all network connections as well as point to point, frame relay, dedicated Internet connections, broadband, VPNs and wireless technologies.. Network Management also includes the management of all LAN devices and traffic. In addition, Data Network management includes Virtual Private Network (VPN) services for the management of remote users to connecting to the City’s network over the public Internet. Network management includes the management if wireless access points and other wireless technology and devices.

Objectives Network Management provides the effective operation of the City’s technical infrastructure through the use of layer 2 and 3 infrastructure components. Network Management services provide the resources necessary to ensure the City’s network is well-designed, scalable, efficient, and economical.

The activities associated with the day-to-day management of the City’s communications network including:

Network systems management and troubleshooting (performance, Incident, change and capacity monitoring).

Bandwidth management, tracking and reporting Usage statistics, device uptime tracking and warning and website filtering Working with public carriers and other circuit providers to perform

operational activities. Managing router configurations, firewalls, wireless devices and controllers. Manage subnets and internal and external Internet Protocol (IP)

addresses Manage City cabling needs

Requirements Typical functions include but are not limited to: Configure WAN/LAN (hardware, software) prior to installation. Document router, switches and wireless device configuration files and IP

addressing schemas. Manage the performance of public carriers (and other Third Parties) to

meet defined schedules and project plans. Maintain Network devices operating systems software and firmware. Manage file transfers, encryption and other secure data movement

activities. Maintain IP addressing schemes, router configurations, routing tables,

VPN configurations, wireless configuration, etc. Develop and document in the Procedures Manual Data Network

Monitoring/Reporting, Incident management, and Operations procedures, Implement tools for monitoring Network devices and traffic.

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Install, test, and provide technical support, administration and security administration for Remote Access hardware and software.

Provide technical assistance and subject matter expertise as required by City infrastructure staff and third-party solution providers for products and solutions.

Recommend WAN/LAN/VPN/Wireless/Firewall/Switching requirements and standards based on industry best practices.

Support all infrastructure software computer-processing services (e.g. messaging, Internet, Intranet and Extranet).

Prepare and provide Network design, engineering, security plans and schedules to support new and enhanced applications, architectures and standards based on established procedures.


Transaction Response

Time

Length of time host systems and networks transmit and process requests across the LAN and WAN and return data to end user’s screen

Hours of Availability 24x7x365 excluding planned maintenance outages.


Algorithm Test ping transactions will be sent to an endpoint selected at random. This will be repeated 10 times, and the average response time of the 10 transactions will be recorded. Note: Contractor will work with City of refine test environment and criteria.

Will be repeated at random times. Within 5 days of the end of the month:

(sum of test averages / number of samples) = total response time

Target 95% total response time within 2 second

5.3.5 b. Network Security

Definition Data Security pertains to the processes and hardware/software assets used to

protect the network, all data attached to the network or flowing through it or connected to the network. Network and Data Security allows day-to-day business operations to function safely and securely and allows City or outside users to perform only the actions that have been allowed. Services provided within this component include, protection from unauthorized devices, firewall services, intrusion detection, security monitoring, security architecture, data protection, and prevention of malicious code from entering the network.

Requirements

Typical functions include but are not limited to: Design, test and implement plans to secure network attached devices. Design, test and implement approved firewall policies. Design and implement approved policies for security vulnerability &

penetration testing. Implement systems or procedures that allow for effective log management

and Intrusion Prevention Detection. Design, test and implement updates or patches approved for Security

assets. Provide support for all Security assets. Provide reporting on security testing results including required PCI

security testing Identify and remove from the Network any malicious-code and/or devices.

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Identify and provide countermeasures for malicious code attacks. Provide technical expertise for security audits. Provide fraud prevention, detection and reporting. Conduct security vulnerability scans and penetration testing. Provide ongoing recommendations for improved Security. Cooperate with third party for testing Security Vulnerability & Penetration. Provide reporting on Security Vulnerability & Penetration testing results. Document Security procedures requirements, standards, procedures and

policies, including regulatory requirements. Provide Security plan and conforming IT Infrastructure components based

on Security requirements, standards, procedures, policies and the City’s Federal, State, and local requirements and risks.

Establish and implement security profiles based on security policies. Recommend security analysis and monitoring products. Report Security violations to the City. Assist in investigating and resolving Security violations as requested. Resolve Security violations that originate outside of the hosted network(s)

(e.g., denial of service attacks, spoofing, and Web exploits). Review all Security patches relevant to the IT environment and classify the

need and speed in which the Security patches should be installed, as defined by Security policies.

Install Security patches. Metrics Final measurements and targets subject to contract negotiation

Security Plan Maintain a comprehensive Security Management plan that details the steps to be taken to protect the City computing assets and electronic data accessed and stored by the City. An annual update will ensure that the plan conforms to the on-going changes in the technical architecture.


Measurement Period Annual presentation of proposed updates to City.

Algorithm Presentation of report will be within 30 days after the start of each calendar year.

Target 100%

Vulnerability Test Completion of a network vulnerability or security assessment by an independent contractor to evaluate the risk of unauthorized network penetration.



Algorithm No “critical” vulnerabilities noted.

Target 100%

5.3.6 a. Web Site Support

Definition

Web support of the City’s hosted public facing web presence, internal City-wide intranet (SharePoint), and any website technologies used by City business systems. The City’s web site is http://www.rpv.com, planned change to http://www.rpvca.gov in early 2015. The City’s Intranet is //sharepoint, there are several business applications that use java and Silverlight enabled website

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http://www.rpv.com/



interfaces. Support for Granicus website streaming for City Council meetings scheduled for implementation early 2015.

Objectives Integrate business applications, streamline processes, and leverage the latest web technologies to benefit the City and the citizens of Rancho Palos Verdes.

Requirements

Typical functions include but are not limited to: Provide administrative support of web operations, maintenance, and

development with third party vendor. Provide technical consultation and coordination for departmental web

projects, interfaces and initiatives. Assist with graphics and other updates to web based applications of a

technical nature, Assist with web based forms, epayment solutions, CRM solutions and

other methods of interacting with residents. Metrics Final measurements and targets subject to contract negotiation

Assistance Requests Web assistance requests include all web technology upgrade, integration

or assistance requests that are able to be completed.



Algorithm As tracked in the help desk solution ((Total website help desk requests that did not miss the completion time target per priority)/Total website help desk requests) * 100

Target 90%

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6 ADMINISTRATIVE ELEMENTS

6.1 Collusion

By submitting a response to the RFP, each Proposer represents and warrants that its response is genuine and made in the interest of or on behalf of any person not named therein; that the Proposer has not directly induced or solicited any other person to submit a sham response or any other person to refrain from submitting a response; and that the Proposer has not in any manner sought collusion to secure any improper advantage over any other person submitting a response. Refer to Section 4.10.

6.2 Gratuities

No person will offer, give or agree to give any City employee or its representatives any gratuity, discount or offer of employment in connection with the award of contract by the City. No City employee or its representatives will solicit, demand, accept or agree to accept from any other person a gratuity, discount or offer of employment in connection with a City contract.

6.3 Required Review and Waiver of Objections by Proposers

Proposers should carefully review this RFP and all attachments, including but not limited to the Standard Contract, for comments, questions, defects, objections, or any other matter requiring clarification or correction (collectively called “comments”). Comments concerning RFP objections must be made in writing and received by the City no later than the Deadline for Written Comments detailed in the Table 1, RFP Schedule of Events. This will allow issuance of any necessary amendments and help prevent the opening of defective proposals upon which contract award could not be made.

Protests based on any objection will be considered waived and invalid if these faults have not been brought to the attention of the City, in writing, by the Deadline for Written Comments.

6.4 Proposal Withdrawal

To withdraw a proposal, the Proposer must submit a written request, signed by an authorized representative, to the RFP Coordinator. After withdrawing a previously submitted proposal, the Proposer may submit another proposal at any time up to the deadline for submitting proposals.

6.5 Proposal Errors

Proposers are liable for all errors or omissions contained in their proposals. Proposers will not be allowed to alter proposal documents after the deadline for submitting a proposal.

6.6 Incorrect Proposal Information

If the City determines that a Proposer has provided, for consideration in the evaluation process or contract negotiations, incorrect information which the Proposer knew or should have known was materially incorrect, that proposal will be determined non-responsive, and the proposal will be rejected.

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6.7 Prohibition of Proposer Terms and Conditions

A Proposer may not submit the Proposer's own contract terms and conditions in a response to this RFP. If a proposal contains such terms and conditions, the City, at its sole discretion, may determine the proposal to be a nonresponsive counteroffer, and the proposal may be rejected.

6.8 Assignment and Subcontracting

The Contractor may not subcontract, transfer, or assign any portion of the contract without prior, written approval from the City. Each subcontractor must be approved in writing by the City. The substitution of one subcontractor for another may be made only at the discretion of the City and with prior, written approval from the City.

Notwithstanding the use of approved subcontractors, the Proposer, if awarded a contract under this RFP, will be the prime contractor and will be responsible for all work performed and will responsible for all costs to subcontractors for services provided by the Proposer. If Proposers plan to utilize Subcontractors, Proposers must identify the Subcontractors and summarize their scope of work. In addition, throughout the proposal, a Proposer must identify any task and/or deliverable to be completed by Subcontractors and describe their role in accordance with the requirements.

The Proposer is prohibited from performing any work associated with this RFP or using subcontractors for any service associated with this RFP offshore (outside the United States).

6.9 Right to Refuse Personnel

The City reserves the right to refuse, at its sole discretion, any subcontractors or any personnel provided by the prime contractor or its subcontractors. The City reserves the right to interview and approve all Proposers’ staff prior to assignment to the City. Proposer’s staff may be subject to the City’s background and drug testing processes at any time. All Proposers’ staff must be eligible to work in the United States and be subject to E-verify or similar employment eligibility service.

The City reserves the right to refuse or request that new staff be assigned to work at the City location at the sole digression of the City, with reasons given in writing to Proposer.

6.10 Proposal of Alternate Services

Proposals of alternate services (i.e., proposals that offer something different from that requested by the RFP) may be considered nonresponsive and rejected.

6.11 Proposal of Additional Services

If a Proposer indicates an offer of services in addition to those required by and described in this RFP, these additional services will be considered in review of the RFP and may be added to the contract before contract signing at the sole discretion of the City.

The cost for any such additional services must be presented separately as described in Section 4.9.

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6.12 Licensure

Before a contract pursuant to this RFP is signed, the Proposer must hold all necessary, applicable business and professional licenses. The City may require any or all Proposers to submit evidence of proper licensure.

6.13 Conflict of Interest and Proposal Restrictions

By submitting a response to the RFP, the Proposer certifies that no amount will be paid directly or indirectly to an employee or official of the City of Rancho Palos Verdes as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Proposer in connection with the procurement under this RFP.

Notwithstanding this restriction, nothing in this RFP will be construed to prohibit another governmental entity from making a proposal, being considered for award, or being awarded a contract under this RFP.

6.14 Right of Rejection

The City reserves the right, at its sole discretion, to reject any and all proposals or to cancel this RFP in its entirety.

Any proposal received which does not meet the requirements of this RFP may be considered to be nonresponsive, and the proposal may be rejected. Proposers must comply with all of the terms of this RFP and all applicable State and City laws and regulations. The City may reject any proposal that does not comply with all of the terms, conditions, and performance requirements of this RFP.

Proposers may not restrict the rights of the City or otherwise qualify their proposals. If a Proposer does so, the City may determine the proposal to be a nonresponsive counteroffer, and the proposal may be rejected.

The City reserves the right, at its sole discretion, to waive variances in technical proposals provided such action is in the best interest of the City. Where the City waives minor variances in proposals, such waiver does not modify the RFP requirements or excuse the Proposer from full compliance with the RFP. Notwithstanding any minor variance, the City may hold any Proposer to strict compliance with the RFP.

6.15 Disclosure of Proposal Contents

All proposals and other materials submitted in response to this RFP procurement process become the property of the City of Rancho Palos Verdes. Selection or rejection of a proposal does not affect this right. All proposal information, including detailed price and cost information, will be held in confidence during the evaluation process. Upon the completion of the evaluation of proposals, the proposals and associated materials will be open for review by the public to the extent required by the California Public Records Act, (Government Code Section 6250-6270 and 6275-6276.48). By submitting a proposal, the Proposer acknowledges and accepts that the contents of the proposal and associated documents will become open to public inspection.

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6.16 Proprietary Information

The master copy of each proposal will be retained for official files and will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law (Government code §6276). Each Proposer may clearly label part of a proposal as "CONFIDENTIAL" if the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City will constitute a complete waiver of all claims for damages caused by any release of the information. If a public records request for labeled information is received by the City, the City will notify the Proposer of the request and delay access to the material until seven business days after notification to the Proposer. Within that time delay, it will be the duty of the Proposer to act in protection of its labeled information. Failure to so act will constitute a complete waiver.

6.17 Severability

If any provision of this RFP is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions will not be affected; and, the rights and obligations of the City and Proposers will be construed and enforced as if the RFP did not contain the particular provision held to be invalid.

6.18 RFP and Proposal Incorporated into Final Contract

This RFP and the successful proposal will be incorporated into the final contract.

6.19 Proposal Amendment

The City will not accept any amendments, revisions, or alterations to proposals after the deadline for proposal submittal unless such is formally requested, in writing, by the City.

6.20 Consultant Participation

The City reserves the right to share with any consultant of its choosing this RFP and proposal responses in order to secure a second option. The City may also invite said consultant to participate in the Proposal Evaluation process.

6.21 Rights of the City

The City reserves the right to: Make the selection based on its sole discretion Reject any and all proposals Issue subsequent Requests for Proposals Postpone opening proposals if necessary for any reason Remedy errors in the Request for Proposal process Approve or disapprove the use of particular subcontractors Negotiate with any, all, or none of the Proposers Accept other than the lowest offer Waive informalities and irregularities in the proposals Enter into an agreement with another Proposer in the event the originally

selected Proposer defaults or fails to execute an agreement with the City

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An agreement will not be binding or valid with the City unless and until it is approved by the City Council and executed by authorized representatives of the City and of the Proposer

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Appendix A Network Diagrams

Diagram 1 – Network Overview

Diagram 1 – Network Overview

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Diagram 2 – VOIP Microsoft Lync Voice System

The City uses Microsoft Lync Unified Communications System for VOIP phone call management and voice messaging. The City has a current warranty and support provider but expects that the selected Service Provider would takeover that roll. The City uses both Aastra and Polycom telephones as well as conference room telephones.

The City has 250 DID telephone lines provided by WindStream over a T1 circuit that terminates in the City Hall “Verizon Room”. There are City owned cell phones used by field personnel as well as analog fax, alarm and emergency telephone lines throughout the buildings. BYOD access is available to users with email provided using Microsoft Exchange ActiveSync and Lync.

Diagram 2 - VOIP Microsoft Lync Voice System

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Diagram 3 – SAN and Virtual Cluster

The City has a Dell virtual cluster consisting of 3 Dell R710 servers and an Equilogic SAN. The SAN is nearing capacity has purchased a Nimble CS215 which will be in place by the time this RFP is released. Two Dell 6224 switches with 4 teamed 1gig copper connections provide redundant connectivity to the current Dell SAN as depicted in the diagram below.

Diagram 3 - SAN and Virtual Cluster

Note - At the time of this writing the second Nimble CS215 SAN has not been installed and is not included on this diagram.

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Appendix B Servers

Purpose Model Descriptive

1 Microsoft VM Cluster

Windows 2008 R2 virtual cluster consisting of (3) three PowerEdge R710 servers, (2) two PowerConnect 6224 Switches, (2) PowerConnect N3024 Switches and (1) one P6000E storage array.

The cluster is designed with three servers able to be recovered onto two servers should one of the servers fail.

The cluster is licensed with Windows Server Datacenter licenses and currently includes approximately thirty (30) virtual machines. Plans and funding are in place to upgrade the Server Hardware and Operating Systems to Windows Server 2012 R2 in FY2014-15, and upgrade the SAN in FY2015-16.

2 Sungard "Naviline" Accounting and Finance System

IBM "i" series AS400 Housing legacy financial system modules, funded and in implementation phase to upgrade to Tyler "Munis" SaaS system in FY2014-15. The CITY has a maintenance contract with the vendor for software updates and support.

3 Accela Tidemark Planning System

On Virtual Cluster

(see #1)

A new permits and planning system is funded and planned to be upgraded from its current virtual server to a new Tyler “Munis” SaaS system linked to GIS in FY 2014-15. The CITY has a maintenance contract with the vendor for software updates and support.

4 Laserfiche Document Management

On Virtual Cluster (see #1)

Laserfiche document management system designed with capacity to store the critical City documents electronically including Weblink web functionality The CITY has a maintenance contract with a third party vendor, ECS, for support.

5 Microsoft Telephone and Messaging System


Microsoft Lync 2013 Unified Communications, telephone and messaging system, and Cisco Voice Gateway hardware. The CITY currently contracts maintenance with a third party vendor, NexusIS.

6 Microsoft Exchange


Exchange 2013 email system including Outlook Web Access.

7 Infrastructure: 2 Domain Controllers


Microsoft infrastructure components including Active Directory, DNS, DHCP, and DFS.

8 Backup Server On Virtual Cluster (see #1)

Backup server using Microsoft System Center Data Protection Manager 2012 Backup and Recovery software, backups made continuously and offsite backup rotations performed weekly and stored offsite by Iron Mountain.

9 Microsoft SharePoint


Microsoft SharePoint 2012 intranet server.

10 Network Management


WSUS and Microsoft SCCM 2012 R2 system management. Solar Winds and Dell

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Purpose Model Descriptive

Server, SCCM 2012

OpenManage.

11 GIS Server On Virtual Cluster

(see #1)

Hosting ESRI ArcGIS 9. To be upgraded to ArcGIS 10 and Geocortex viewer.

12 Application Servers


Minor application servers such as Cougar Mountain "Denali", FTP server, etc.

13 File and Print Servers


Other standard file and print servers.

The server room is protected by Uninterruptable Power Supplies (UPS's) capable of protecting City equipment from power outage for a minimum of 1/2 hour, and the City owned power generator sized to provide full power to City Hall indefinitely. This system is tested monthly by Public Works.

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Appendix C Printer, Copiers, Peripherals Inventory

Name/Type/Model Brand Department / Location

1 Canon 5235 Canon Recreation and Parks, Copier Room

2 Canon C5235 PVIC Canon PVIC, Studio

3 Canon D1100 Series Hesse Park, Office

4 Canon D1100 Series Fax Hesse Park, Fax

5 CDD HP LaserJet M401 dn Community Development, LezaM

6 CH CDD Canon 7270 Community Development, Copier Room

7 CH CDD Canon D1315 Canon Community Development, Planning Desk

8 CH Community Room Canon 5975 Public Works, Community Room EOC

9 CH F&IT Info Print 1222 Ricoh Finance, Hallway

10 CH PW HP3005D Canon Public Works, CDGB

11 CH RP HP400 HP Recreation and Parks, CoryL

12 HP2200 HP Recreation and Parks, MonaD

13 HP CM2320fxi HP Community Development, Cashiering

14 HP Designjet T2300ps PS3 (plotter) HP Public Works, Hallway

15 HP400 Color M451dn HP City Manager, CarolynL

16 HP2100a HP City Manager, CarolynnP

17 HP2200d HP PVIC, Manager

18 HP2300b HP Finance, Janel

19 HP2300dtn c HP Recreation and Parks, TracyB

20 HP2450d HP Finance, LindaD

21 HP3005 HP Recreation and Parks, Reception

22 HP3700 HP Community Development, Copier Room

23 HP3700n HP PVIC, Library

24 HP4240 HP Finance, SelenaW

25 HP4240b HP Community Development, Counter

26 HP4250N HP City Clerk, TeriT

27 HP4300N HP Community Development, SandraI

28 HP4300tn HP Public Works, LaurenR

29 HP4650a HP Administration, Hallway

30 HP5000 HP Public Works, PamM

31 HP8100 HP Public Works, Reception

32 HP8100-RPNn12 HP Community Development, AmyT

33 HPOfficeJet7210 HP PVIC, Docent

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Name/Type/Model Brand Department / Location

34 HPP3010 HP City Clerk, LornaC

35 OCE CM3522 CDD Canon Community Development, Copier Room

36 OCE CM3522 CDD FAX Canon Community Development, FAX

37 OCE CM3522 Public Works Canon Public Works, Hallway

38 OCE CM3522 Public Works FAX Canon Public Works, Hallway

39 OCE VarioPrint 2075 Admin Canon Administration, Copier Room

40 OCE VarioPrint 2075 CDD Canon Community Development, Copier Room

42 PVIC DianaM HP2200 HP PVIC, DianaM

43 PVIC Stock Room HP2200 HP PVIC, Stock Room

44 T353 Bulkfolder Bitney Bows

Finance, Hallway

45 WJ150 Mail System Hasler Finance, Hallway

The City has several enterprise copiers throughout the organization that provides scanning and printing functionality and maintains a manufacturer repair agreement for maintenance and supplies. There are also several other printers located strategically throughout the City organization as needed to improve efficiency and strategic functionality. Printer minimum specifications are dictated by the IT Manager or his or her designee, and locations are chosen in coordination with Department Directors.

Rancho Palos Verdes - Scanners

Type/Model Brand Department / Location

1 Scanjet5590 HP Recreation and Parks

2 Fi-4340C Fujitsu Finance & IT

3 Fi-4340C Fujitsu Annex

4 Fi-4340C Fujitsu Finance

5 KV-S5055C-V Panasonic City Clerk

6 KV-S1045C Panasonic City Clerk

The City also owns several other specialized types of equipment such as conference room presentation equipment, smart boards, projectors, microfiche scanner; blueprint plotter and scanner, document scanners, cameras, etc.

Rancho Palos Verdes A/V and Misc Equipment

Make Model Qty

1 NEC M300XS Projector 2 2 NEC M300WS Projector 1 3 Yamaha RX797 Audio Receiver 1

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Make Model Qty

4 ? DirectTV Receiver 1 5 RCA DRC8335 VHS/DVD Player 1 6 Smart Cat5-XT-1100 USB Extender 2 7 TrendNet TEW-638APB Access Point 6 8 Astra 6725ip VOIP Phone 12 9 APC BackUPS Pro1000 6 10 APC SmartUPS 1500XLM 1 11 Dell AX510 Monitor 12 12 ? Computer 6 13 Smart SmartBoard 1 14 Monoprice 1x4 HDMI Splitter 1 15 Smart SmartBoard 1 16 Smart UF75w Projector 1 17 LG 42CH300C Display 1 18 Panasonic DMP-BD70V Blue-ray Player 1 19 Polycom CX3000 VOIP conferencing phone 1 20 ? Cat5 HDMI extender 2 21 Smart Speakers 2 22 ? Computer 1 23 APC BackUPS Pro1000 1 24 Toshiba 52XV645U Display 1 25 Panasonic DMP-BD70V Blue-ray Player 1 26 Polycom CX3000 VOIP conferencing phone 1 27 ? Cat5 HDMI extender 2 28 ? Computer 1 29 APC BackUPS Pro1000 1 30 Rane MA6S Multichannel Amp 1 31 Rane CP64 Audio Processor 1 32 Rane MLM42 Audio Mixer 2 33 Sennheiser Wireless Microphone Transmitter 4 34 Epson G6450WU Projector 1 35 Stewart Filmscreen Projector Screen 1 36 Stewart Filmscreen Cima Screen Controller 1 37 ? In Wall Speaker 6 38 Furman M-8L Power Conditioner 2 39 Rane ZR1 Zone Remote 2 40 Rane PR2 Page Remote 1 41 Denon AVR-E200 Audio Receiver 1 42 Samsung DVD Player 1

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Make Model Qty

43 BrightSign XD1030 Digital Video Server 2 44 ? TouchPanel Display 1 45 Panasonic TH-60PF50 Display 1 46 Definiitive Book Shelf Speakers 4 47 Definiitive Sub Woofer Speaker 1 48 Panamax M5100-EX Power Conditioner 1 49 Mackie 1604-VLZ Pro Audio Mixer 1 50 Shure SCM810 8 channel Microphone Mixer 3 51 Furman M-8L Power Conditioner 1 52 DBX 1066 Stereo Compressor/Limiter/Gate 1 53 Sennheiser EW100 Wireless Microphone Transmitter 1 54 Shure RKC800E Patch Panel 3 55 CBI 25 Input Audio Snake 1 56 Sensaphone IMS-4000 Infrastructure Monitoring System 1 57 Sensaphone Power Failure Sensor 1 58 Sensaphone Room Temporature Sensor 1 59 TrendNet TV-IP612P IP Camera 1 60 ? Video Kiosk 1 61 Sony CDP-CE375 CD Player 1 62 Denon AVR-1506 Audio Receiver 1 63 HP LaserJet 2200d Printer 1 64 Canon ImageClass D880 MFC 1 65 Canon ImageRunner C5235 MFC 1 66 HP LaserJet 2200d Printer 1 67 HP OfficeJet 7210 MFC 1 68 Mikrotek ScanMaker 4800 Scanner 1 69 HP LaserJet 3700n Printer 1 70 POSX XP8200U Customer Display 2 71 Genius Credit Crad Reader 2 72 Epson Sales Receipt Printer 2 73 Zebra LP2824Plus Label Printer 1 74 MetroLogic Voyager Barcode Scaanner 1 75 Samsung UN50EH5000FXZA Display 1 76 Panasonic AG-HVX Camera 1 77 Panasonic AG-DVX100A Camera 1 78 Panasonic AG-DVX100B Camera 1 79 ? Teleprompter 1 80 Sony LMD-202 Display 1 81 Videonics Digital Video Mixer 1

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Make Model Qty

82 Panasonic AG-DV2500 DV Recorder 1 83 Apple 21” iMac 1 84 Toshiba DR430KU DVD Recorder 1 85 Princeton Svr Grp B3000 Broadcast Server 1 86 Princeton Svr Grp S3000 Digital Archive Server 1 87 Extron VSC500 Scan Converter 1 88 NEC 1645V Monitor 1 89 KNOX RS8x8HB Routing Switcher 1 90 Grass Valley ADA 1 91 Grass Valley VDA 1 92 Radiant Comm VAB705 Transmitter 2 93 Behringer MDX4600 Dynamic Audio Processor 1 94 Ventura Transmitter 1 95 IBM Think Centre Computer 1 96 APC SmartUPS RT1500 2 97 TOA DA250F Multichannel Amp 1 98 Rane MA4 Digital Amp 1 99 Rane CP64S Audio Processor 1 100 Sennhessier EW100 Wireless Microphone Transmitter 4 101 Rane MCM425 Audio Mixer 1 102 Furman M-8Lx Power Conditioner 1 103 Radiant Comm VAB705 Transmitter 2 104 JVC Video Switcher 1 105 JVC Audio Mixer 1 106 Sony Display 2 107 Toshiba PR570 DVD Recorder 2 108 Panasonic AG1980 VHS Recorder 1 109 Epson Home Cinema 3020 Projector 1 110 ? Video Camera 3 111 Stewart Filmscreen Projector Screen 1 112 ? In Wall Speaker 4 113 APC SmartUPS 1500XLM 1 114 Kramer 4x1 VS-41HC HDMI Switcher 1 115 Rane ZR1 Zone Remote 1 116 Crestron HDMI Extender 1 117 Crestron HDMI Extender 1 118 Stewart Filmscreen Screen Controller 1 119 ? VGA Extender 2

238


Appendix D Personal Computers

No. Computer Manufacturer/Type

102 Dell Desktops

7 Dell Laptops

3 Microsoft Surface

1 MAC

113 Total

The City network includes approximately 102 desktop and 7 laptop computers used by staff and independent contractors to provide City services. Desktop computers’ minimum specifications and manufacturer are regulated by the IT Manager or his or her designee. All desktops are purchased from a major manufacturer with the manufacturer’s warranty; the current provider is Dell Computers.

All desktop computers currently use Microsoft Windows 7 Operating Systems or newer and Windows Office 2013 Professional or newer productivity software. The City has a Microsoft Enterprise Agreement with Software Assurance.

Certain desktop computers have third party programs such as Adobe Photoshop, Ascent for computer aided drafting (“CAD”), Google Earth Pro, Cognos, Crystal Reports and other software to improve work productivity.

The City also maintains several laptops and other mobile devices for use by staff and contractors in order to properly conduct City business and serve residents. Some mobile devices have 3G and 4G wireless data availability, the City also provides email connectivity to staff with Outlook Web Access, for City-owned telephones and user "BYOD" devices.

239


Appendix E Business Applications Inventory/Web Services

Functional Area Title Use

Enterprise

1 Finance ERP The CITY owns the server and licenses the Sungard accounting and business license system that runs on a legacy IBM platform. CITY has retained the Government Financial Officers Association (“GFOA”) to support the replacement of the current system with an integrated Enterprise Resource Planning (“ERP”) system Tyler “Munis”. The Tyler “Munis” ERP SaaS (hosted) system includes the following modules: Financials - Accounting, Cash Management, Contract Management, Fixed Assets, Project and Grant Accounting, Purchase Orders, Requisitions; Revenue - Accounts Receivable, Business License, Central Property file, General Billing, Maplink GIS Integration, Permit and Code Enforcement; Productivity – Citizen Self Service, eProcurement, Munis Office, Role Tailored Dashboard, Tyler Content Manager SE, Tyler Forms Processing, Tyler Reporting Services; Other – CAFR Statement Builder, Workflow Finance, Workflow Revenue

2 HR / Payroll ADP Payroll CITY utilizes the web-hosted payroll services provided by ADP to fulfill the CITY’s Human Resources and Payroll needs. ADP is used for timesheets, payroll, benefits and other HR functions.

3 Business Licensing

Sungard Naviline

The CITY currently utilizes an online business license form integrating with an epayment solution and Sungard Naviline. CITY plans to implement the Tyler Munis Business Licensing module in FY 2014-15

4 Code Enforcement Accela Tidemark

The CITY currently uses an Accela Tidemark Code Enforcement system and plans to implement the Tyler MUNIS Code Enforcement module in FY 2014-15.

5 Community Dev Permitting

Building Permits, Code Enforcement, Inspections

The CITY currently owns and utilizes the Accela Tidemark permit tracking system in the Community Development Department for managing the building permit process. The system was acquired in 2001 and is expected to be replaced with the Munis ERP system module in FY 2014-16.

6 Asset Management and Work Orders Public Works

Fixed Assets and Work Orders

The Public Works department currently handles Asset Management and Work orders manually. The CITY plans to acquire Cityworks’ automated system ,and it is expected that the Cityworks’ Fixed Asset and Work Order system will be implemented subject to City Council approval in 2014-15.

240



7 Project Management Public Works

Project Management

Enterprise Project/Work Management (“EPM”) Live project management –The Public Works Department uses “EPM”, for project management and plans to migrate to another system in FT2014-15.

8 Document Management

Laser Fiche The Office of the City Clerk uses the Laserfiche electronic document management system to scan and secure documents in the organization. CITY utilizes a specialized Laserfiche contractor for advanced support.

9 Point of Sale Couger Mountain Denali

PVIC uses Cougar Mountain "Denali" software for point-of-sale and inventory management at the PVIC gift shop.

10 Facility Rentals and Activities

Active.net The Recreation and Parks department uses the SaaS Activenet system to reserve and manage park facilities. The system includes a portal that allows residents to pay for rentals online and the ability to pay with a credit card at parks facilities.

11 EOC (Incident Management)

Emergency Management

Current Services Provider developed and grants a license to CITY for the use of the Incident Management System that would be used during an emergency event that requires deployment of CITY’S Emergency Operations Center located in the Community Room at City Hall.

12 IT Inventory Management

Inventory Management

The City’s Microsoft SCCM 2012 server currently keeps an up to date hardware and software inventory for Windows Servers and PC’s connected to the network.

13 Parcel Data CoreLogic CoreLogic parcel data services is an internet based annual subscription service that allows CITY staff and independent contractors to access current parcel ownership information, including lot parcel shape files, easements and zoning data.

Web Services

15 Website City Web The current City website is a custom coded website using Cold Fusion. The CITY plans to migrate to a new website hosting provider (CivicPlus) in early 2015. It anticipates this transition to be completed prior to start of new contract.

16 Listserver Custom Current Service Provider developed and grants a user license to CITY for the operation of the listserv system that is used to notify residents and other members of the public. The listserve will move along with the new website to CivicPlus.

17 Emergency Notification

Custom Breaking News

Current Service Provider developed and grants a user license to CITY for the operation of these systems, which are used to send emergency email and text notifications messages to residents. This system will move along with the website to CivicPlus.

18 Intranet SharePoint The intranet consists of a SharePoint 2013 Server with

241



sub-sites for each department. Website content is updated primarily by CITY department staff with secondary assistance provided by Service Provider.

14 Live and Archived Video Streaming

Granicus Current Service Provider hosts web streaming, City will move to Granicus for live video streaming and archived access in a hosted solution. Used to stream City and City Council meetings.

19 GIS ESRI Current Service Provider provided the hosted Geographic Information System (“GIS”) services to the CITY using ESRI 9.x software and LA-RIAC 3 aerial data and imagery. Service Provider programs data files and a custom viewer that is owned by the CITY in the use of the system. In order to gain full ownership and control over the GIS system, City Council approved acquisition of ESRI 10.2, LA-RIAC 4 data and imagery and will migrate all GIS systems from current Service Provider to CITY servers in FY2014-15.

242


Appendix F Detailed Software Inventory

Product Name Publisher Version

License

Count

Microsoft Silverlight Microsoft Corporation 5.1 102

Microsoft Office Professional Plus 2013

Microsoft Corporation 15.0 97

Adobe Acrobat XI Pro Adobe Systems 11.0 93

RealUpgrade 1.1 RealNetworks, Inc. 1.1 91

Microsoft Endpoint Protection Management Components


Microsoft Forefront Endpoint Protection 2010 Server Management


Microsoft Windows 7 Enterprise Microsoft Corporation 6.1 85

RealPlayer RealNetworks 16.0 80

Adobe Flash Player 15 ActiveX Adobe Systems Incorporated 15.0 69

Intel(R) PROSet/Wireless Software for Bluetooth(R) Technology

Intel Corporation 2.1 67

Java 7 Update 11 Oracle 7.0 29

Adobe Flash Player 14 ActiveX Adobe Systems Incorporated 14.0 28

Tidemark Advantage 4.5 Accela 4.5 26

Tidemark Crystal Reports XI Install Accela, Inc. 4.20 26

Google Earth Google 7.1 25

Citrix Online Launcher Citrix 1.0 12

IBM System i Access for Windows V6R1M0

IBM 06.01 12

Adobe Creative Suite 6 Design Standard

Adobe Systems Incorporated 6 11

AutoCAD 2013 - English Autodesk 19.0 9

Autodesk Design Review 2013 Autodesk, Inc. 13.0 9

Autodesk Inventor Fusion 2013 Autodesk, Inc. 2.0 9

FARO LS 1.1.406.58 FARO Scanner Production 4.6 9

Microsoft Windows 7 Professional Microsoft Corporation 6.1 9

Apple Software Update Apple Inc. 2.1 8

RealPlayer RealNetworks 8

Adobe AIR Adobe Systems Incorporated 3.1 7

IBM Cognos Series 7 Version 5 7

Laserfiche 9.1 Client Suite Laserfiche Document 9.1 7

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License

Count

Management

ATI Catalyst Install Manager ATI Technologies, Inc. 3.0 6

QuickTime Apple Inc. 7.65 6

Crystal Reports XI Business Objects 11.0 5

Denali Cougar Mountain Software 4.0 5

Microsoft LifeCam Microsoft Corporation 3.60 5

Microsoft Security Client Microsoft Corporation 4.3 5

Microsoft Windows XP Professional Microsoft Corporation 5.1 4

Movie Maker Microsoft Corporation 16.4 4

Rapport Trusteer 3.5 4

Snagit 12 TechSmith Corporation 12.1 4

Windows Media Player 11 4

Windows Media Player 11 Microsoft Corporation 4

Cisco WebEx Meetings Cisco WebEx LLC 3

Google Chrome Google Inc. 37.0 3

Image Capture Plus Panasonic System Networks Co., Ltd.

2.1 3

Microsoft Project Standard 2013 Microsoft Corporation 15.0 3

Microsoft Visio Standard 2013 Microsoft Corporation 15.0 3

Microsoft Windows 8.1 Pro Microsoft Corporation 6.3 3

Microsoft Works 6-9 Converter Microsoft Corporation 9.7 3

Nero 9 Essentials Nero AG 3

Adobe Acrobat 8 Standard Adobe Systems 8.2 2

Laserfiche Administration Console 9.1

Laserfiche Document Management

9.1 2

Microsoft Lync 2010 Microsoft Corporation 4.0 2

QuickTime Apple Inc. 7.74 2

7-Zip 4.65 1

Absolute Reminder Absolute Software 2.1 1

Adobe After Effects CC Adobe Systems Incorporated 12.2 1

Adobe Creative Cloud Adobe Systems Incorporated 2.5 1

AppEazy Connect v4.8 (Build 4623) Applianz Technologies, Inc. 1

Avanquest update Avanquest Software 1.34 1

Canon D1100 Series 1

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License

Count

Centra Client 1

Cisco CallManager Attendant Console

Cisco Systems, Inc. 1.1 1

Computrace Absolute Software Inc. 8.0 1

E-Z Audit Version 11 ATConsulting, LLC 11.0 1

FARO LS 1.1.501.0 (64bit) FARO Scanner Production 5.1 1

Fuze Meeting Fuze Box, Inc. 14.1 1

Google Chrome Google Inc. 35.0 1

Hauppauge WinTV 7 Hauppauge Computer Works

v7.0 1

Ipswitch WhatsUp Gold 1

IPView Pro 1

Kayako Desktop 1

MetroScan Online v5.8 CoreLogic 1

Microsoft SQL Server 2012 (64-bit) Microsoft Corporation 1

Microsoft Windows 8.1 Enterprise Microsoft Corporation 6.3 1

MyInvoices & Estimates Deluxe Avanquest North America Inc.

10.0 1

PaveCool 1

PL-2303 USB-to-Serial 1

R&R Report Writer, Version 10.1 1

Scanner Utility for Microsoft Windows

FUJITSU 9.11 1

ScanWizard 5 1

SMART Meeting Pro SMART Technologies ULC 2.3 1

Snagit 11 TechSmith Corporation 11.4 1

SolarWinds Collector v2.8.125 SolarWinds, Inc. 2.8 1

SolarWinds IP Address Manager v4.1.0

SolarWinds 4.1 1

SonicWALL Global VPN Client SonicWALL 4.2 1

TeamViewer 9 TeamViewer 9.0 1

TFP for 2013 ComplyRight, Inc. 1

Tiny Burner 1 Softland 1.0 1

Wacom Tablet Wacom Technology Corp. 6.3 1

Web Smart Switch Management Utility

1

245

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License

Count

Wireshark 1.10.7 (64-bit) The Wireshark developer community, http://www.wireshark.org

1.10 1

Zebra Setup Utilities Zebra Technologies 1.1 1

ZTreeWin (remove only) 1

246

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Appendix G Current and Projected IT Projects

2014-15 / 2015-16

Project Department

Owner

Description Status

New Finance System Implementation

Finance The City has retained the Government Financial Officers Association (“GFOA”) to support the replacement of the current – Sungard accounting and business license system that runs on a legacy IBM platform with the proposed integrated Enterprise Resource Planning (“ERP”) system Tyler “Munis”.

The Tyler “Munis” ERP SaaS (hosted) system will be supporting most finance operations, including online portal for business license and payments. Project kickoff expected late 2014 with go live late 2015

In Progress

New Public Works Work Order and Asset Management System

Public Works The City has tentatively chosen Cityworks, City Council approval expected late 2014 and implementation beginning early 2015.

In Progress

Website and List Serve Implementation

IT The City has selected CivicPlus to provide the City Website and List Serve Management. The expected project kickoff is October 2014 with go live in March 2015. City staff to handle most item and content posts, Provider to assist and to manage content upgrades, structure, changes, graphic design and look and feel.

In Progress

City Council Streaming and Agenda Automation System

City Clerk The City uses Granicus and the City Clerk office will manage most updates but he technical connectivity, encoder and issue support needed by service provider. Project kickoff in October 2014 with expected completion in February 2015.

In Progress and Future

GIS, LARIAC4 and viewer upgrades

IT ESRI ArcGIS 10, Geocortex viewer project approved by City Council September 2014. PVNET to handle migration and implementation. Expected completion in February 2015.

In Process

Managed Switch Upgrades w/10gig Backbone Speed

IT Planning underway in September 2014. Dell switching equipment chosen, design performed by Dell, bid process in October 2014 and expected approval by City Council in November 2014 with completion by January 2015.

In Progress

System Management IT Full implementation of Microsoft SCCM and Solar Winds network, application and server monitoring with expected completion

In Queue

247


2014-15 / 2015-16

Project Department

Owner

Description Status

late 2015.

SAN/Virtual Cluster Upgrades

IT Complete Dell SAN storage upgrade and Microsoft Server 2012 R2 expected late 2014.

In Queue

Land Management System Implementation

Community Development

Replacement of Accela Tidemark system with Tyler Technologies “Munis” Permitting system. Project kickoff slated for late 2015, implementation early 2016.

In Queue

City Council Meeting Room Equipment Upgrades

IT Cox franchise cable broadcast agreement ending mid-2015. City planning purchase of new broadcast room equipment and redesign of network over fiber optic connectivity from Hesse Park to City Hall.

In Queue

Wireless Upgrades at City Locations

IT Upgrade of City Hall network wireless and park sites public wireless beginning late 2015.

In Queue

Install Security Cameras IT Implement Security Cameras for Vista views on the website and parking lot monitoring. Slated for late 2015.

In Queue

CRM System City Manager CRM System (integrated with 311) projected for 2016.

In Queue

248


Appendix H Standard Terms and Conditions


BY AND BETWEEN


AND

VENDOR

ENTERED PURSUANT TO CITY OF RANCHO PALOS VERDES IT SERVICES RFP SOLICITATION ISSUED JANUARY, 4, 2015

249


Table of Contents INFORMATION TECHNOLOGY SERVICES AGREEMENT ....................................................................................... 77

1.0 TERM .......................................................................................................................................... 77 2 FEES FOR SERVICES AND TERMS OF PAYMENT ..................................................................... 78 3 TERMINATION................................................................................................................................ 81 4 CITY FACILITIES AND SUPPLIES ................................................................................................. 82 5 MULTI-VENDOR ENVIRONMENT ................................................................................................. 83 6 CHANGE MANAGEMENT .............................................................................................................. 83 7 LICENSES AND PERMITS ............................................................................................................. 83 8 KNOWLEDGE TRANSFER AND BEST PRACTICES .................................................................... 83 9 TECHNOLOGY AND PROCESS EVOLUTION .............................................................................. 84 10 CITY AND VENDOR SYSTEMS ................................................................................................. 85 11 CONFIDENTIALITY .................................................................................................................... 86 12 REPORTS ................................................................................................................................... 87 13 SME REVIEWS ........................................................................................................................... 88 14 ENHANCEMENT OF IT CAPABILITIES AND EFFECTIVENESS .............................................. 88 15 [RESERVED] ............................................................................................................................... 88 16 SERVICE LEVEL PERFORMANCE STANDARDS .................................................................... 88 All Services provided shall comply with the Service Level Agreements as identified in Exhibit B and other requirements of this Agreement. Beginning on the Commencement Date, Vendor shall perform the Statement of Work in accordance with Service Level Agreements. Vendor shall collect all data and maintain all records and documentation required by this Agreement and the Statement of Work. Vendor shall provide performance reports to City in accordance with the Service Level Agreements. .. 88 17 SHARED INFRASTRUCTURE ................................................................................................... 89 18 STRATEGIC CONTROL ............................................................................................................. 89 19 MONITORING AND IMPROVEMENT ........................................................................................ 89 20 VENDOR PERSONNEL .............................................................................................................. 89 21 REMOVAL AND REPLACEMENT OF VENDOR PERSONNEL................................................. 93 23 MINIMUM PROFICIENCY LEVELS AND TRAINING FOR VENDOR PERSONNEL ................. 93 24 SUPERVISION AND CONDUCT OF VENDOR PERSONNEL .................................................. 94 25 INSURANCE. .............................................................................................................................. 94 Vendor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder and the results of those Services by the Vendor, its agents, representatives, employees or subcontractors. Coverage shall be at least as broad as: ................................................. 94 26 COMPLIANCE WITH CITY RULES ............................................................................................ 96 27 TURNOVER RATE AND DATA FOR VENDOR ON-SITE PERSONNEL .................................. 96 28 ELECTRONIC INCIDENT REPORTING ..................................................................................... 96 29 REDUCTION IN COSTS OF SERVICES DELIVERY ................................................................. 97 30 INCIDENTAL EXPENSES ........................................................................................................... 97 31 INDEMNIFICATION .................................................................................................................... 97 32 LIMITATION OF LIABILITY ......................................................................................................... 98 33 DISPUTE RESOLUTION ............................................................................................................ 98 34 WITHHOLD REMEDY ................................................................................................................. 99 35 SECURITY AND REVIEWS ...................................................................................................... 100 36 BILLING ADJUSTMENTS ......................................................................................................... 100 37 CONFLICT OF INTERESTS ..................................................................................................... 101 38 INFORMATION FURNISHED TO CITY .................................................................................... 101 39 PROTECTION OF CITY PROPERTY ....................................................................................... 101 40 COMPLETENESS OF DUE DILIGENCE ACTIVITIES ............................................................. 101 41 AUDIT, INSPECTION, AND EXAMINATION OF RECORDS ................................................... 102 42 SUBCONTRACTORS ............................................................................................................... 103

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43 CITY REFERRALS AND AS A REFERENCE SITE .................................................................. 104 44 ADVERTISEMENT .................................................................................................................... 104 45 GENERAL ................................................................................................................................. 105

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The CITY OF RANCHO PALOS VERDES, a municipal corporation organized and existing under the laws of the State of California, with offices located at 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 (hereinafter “City”), and Vendor (hereinafter “Vendor”), hereby agree to and enter into this Information Technology Services Agreement (“Agreement”) on EFFECTIVE DATE (herein referred to interchangeably as the “Effective Date” or the “Commencement Date”). This Agreement is made pursuant to Vendor’s response, dated PROPOSAL SUBMITTAL DATE (“Proposal,” incorporated herein and made part hereof), to the City’s IT Services Request for Proposals (RFP) Solicitation dated January 14, 2015 (the “RFP,” incorporated herein and made part hereof). The terms and conditions that follow set forth the rights and obligations of the Parties with respect to the performance by Vendor of information technology support services (“Services”) defined in the Statement of Work attached hereto as Exhibit A. Exhibit B hereto shall govern Vendor’s Level of Service. Exhibit C shall govern Fees for Vendor’s provision of the Services. Except as otherwise defined herein, all quoted or capitalized terms used herein shall have the meanings set forth for such terms in Exhibit D hereto. City and Vendor (each, a “Party”; collectively, the “Parties”) agree as follows: 1.0 TERM

The Initial Term of this Agreement shall commence at COMMENCEMENT DATE (“Commencement Date”) and shall continue in effect for four years until EXPIRATION DATE (“Expiration Date”), unless earlier terminated as provided herein. The period from the Commencement Date to the Expiration Date is the “Initial Term.” The City may, at its option, extend by means of one or more amendments the Initial Term of this Agreement for additional period(s) of time, with the total contract Initial Term and Extended Terms not to exceed six (6) years.

1.1 Renewal Proposal. No later than twelve (12) months prior to the expiration of the Initial Term, Vendor shall provide the City with a comprehensive written proposal for renewing the Agreement. Such document shall include, at a minimum, (i) the proposed length of an extended agreement; (ii) any proposed modifications to the terms, conditions and pricing set forth in this Agreement that will apply during the renewal term; and (iii) revised Statement(s) of Work supporting the Services to be provided during the renewal term.

1.2 Extended Term. At the City’s request, the Parties shall meet within thirty (30) days of Vendor’s receipt of City’s notice of the City’s intention to renew this Agreement to negotiate modifications to the terms and conditions of this Agreement. If such negotiations are not requested or if the negotiations do not result in an agreement on different terms and conditions by sixty (60) days prior to the expiration of the Initial Term, City may elect to extend the term of this Agreement for up to two (2) additional consecutive terms, each of which, will be twelve (12) months (each, an “Extended Term”) and the then-existing terms and conditions of this Agreement shall remain unchanged and in full force and effect during each such Extended Term. The Initial Term and any Extended Term(s) shall be referred to as the “Term.” The City shall exercise its extension option(s), if at all, by providing Vendor written notice of its intention to exercise an extension no later than thirty (30) days prior to the

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expiration of the Initial Term or the then expiring Extended Term; provided, however, that the City’s notice of its intention to extend the term of this Agreement for each extension shall be expressly conditioned upon and subject to the approval by the City Council, in its sole and absolute discretion, of an amount sufficient to pay the compensation set forth herein for each Extension as part of its annual budget approval process prior to the beginning of each Extended Term. While the Parties acknowledge that the City is required to give its notice of intention to extend the term of this Agreement not later than thirty (30) days prior to the Expiration Date or then current Extension, it is possible that the City Council’s approval of its annual budget and appropriation of funds for the Extension in question may occur thereafter. Accordingly, if the City Council fails to approve and appropriate funds sufficient to pay the amount of compensation set forth herein for an Extension, this Agreement shall terminate and be of no further force and effect as of the expiration of the Initial Term or the then current Extension. Notwithstanding anything in this provision to the contrary, in the event the City gives the Vendor written notice exercising an Extension and the City receives notice that appropriation of funds for the Extension in question are not available after the Vendor has performed services under an Extended Term, the City agrees that the Vendor will be equitably compensated for all services performed under any portion of an Extension through the date of termination of the Agreement. Except as specifically set forth herein, the terms and conditions of each Extension will be the same. Such notice shall include the length of the relevant Extended Term.

2 FEES FOR SERVICES AND TERMS OF PAYMENT

2.1 Fees for Service. Beginning on the Effective Date and continuing thereafter

throughout the Term, City agrees to and shall pay to Vendor the amounts set forth in Exhibit C.

2.2 Payment. Monthly fees shall be due and payable on the first day of each and every month during the Term. Fractional months shall be prorated. Payment for Supplemental Services, if any, shall be based upon deliverables as negotiated, invoiced monthly and due thirty (30) days from the receipt and the approval by the City of an invoice therefor. Non-disputed balances past due in excess of sixty (60) days from date of invoice shall bear overdue service charges at one (1.00%) percent per month or the highest rate permitted by law, whichever is less.

Adjustment of Fees. On FEE ADJUSTMENT DATE, and again on July 1 of each successive year during the Initial Term and any Extended Term, City shall adjust Vendor’s monthly fee for each month in the upcoming fiscal year or Extended Term by an amount equal to the amount of the vendor’s proposal.

2.3 Service Levels and Liquidated Damages. Beginning on the Effective Date and continuing thereafter through the Term, Vendor shall meet or exceed each of the service levels set forth in Exhibit B – Level of Service.

2.3.1 Vendor agrees to pay City, or have withheld, as liquidated damages, those

amounts set forth in Exhibit B hereto, for delay in performance of the Services (subject to Section 45.7 hereof) or non-compliance with the

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specified service levels (herein referred to as a “Service Level Failure”) within the time and metrics specified, in accordance with this Agreement.

2.3.2 Notwithstanding any provision to the contrary, the total monthly at risk amount for any and all liquidated damages paid or to be paid by the Vendor pursuant to this Agreement shall not exceed ten percent (10%) of the monthly invoiced amount.

2.3.3 Vendor shall report all Service Level Failures (with reference to the Service Level Agreements (each, an “SLA”) set forth in Exhibit B hereto) on a monthly basis within five (5) Business Days following the end of each month and, for each Service Level Failure, Vendor shall either (i) demonstrate that the Service Level Failure was due to an Excused Event, or (ii) provide the City with a corrective action plan to ensure that the Likewise, in the event that the City identifies a Service Level Failure, the City shall provide written notice of such breach to Vendor, who then shall take the steps described in the first sentence of this subsection 2.4.4.

2.3.4 Service level failures shall be excused under the following circumstances: (i) when significant changes in scope occur that impact Vendor’s ability to perform in accordance with the service levels; (ii) when force majeure events occur; (iii) when program processes are changed at the request of the City, and such changes impact Vendor’s ability to perform in accordance with the service levels, and Vendor has provided written notification to the City within five (5) Business Days of the program change; or (iv) when a failure is due to the acts or omissions of the City or third parties outside of Vendor’s reasonable control.

2.3.5 City Project Manager and Account Manager can negotiate minor modifications to the SOW and SLAs without a formal amendment to the extent such minor modifications do not impact Exhibit B Fees or unduly prejudice the rights of either Party.

2.4 Supplemental Services. Any information technology services or other services, beyond the Services specified in Exhibit A hereto (“Supplemental Services”), shall be performed by Vendor only pursuant to a duly executed amendment hereto. In the absence of a duly executed amendment, Vendor is not obligated to perform, nor is City obligated to compensate Vendor for, any Supplemental Service(s) performed by or on behalf of Vendor.

2.5 Amendment by City Manager. The City Manager is hereby authorized to approve and

execute on behalf of City any subsequent amendments to this Agreement, in a form acceptable to the City Attorney, which do not either individually or cumulatively in the aggregate exceed ten percent (10%) of the annual Service Fee, as set forth in Exhibit C of this Agreement, in each fiscal year during the Initial Term of this Agreement or any Extended Term.

2.6 Authorization to Procure. City may, in its sole discretion, procure through Vendor certain hardware, commercial software and other similar data processing related purchases of the type for which Vendor assumes operational responsibility under this Agreement (hereinafter “Product(s)”). The Parties acknowledge and understand that City’s right to procure Products pursuant to this section is entirely discretionary and dependent upon the pricing and/or other terms that Vendor may, as a value-added

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remarketer, secure on behalf of City. The following terms and conditions shall apply with respect to all Product purchases made by Vendor pursuant to this section:

2.6.1 Vendor shall provide a price quote for and, if accepted by the City, procure and maintain all commercial off-the-shelf software (“COTS software”) and hardware, including annually recurring maintenance and licensing agreements, in its name until the time of acceptance by City. Thereafter, the license agreements pertaining to the COTS software and title to the hardware will automatically transfer to the City.

2.6.2 All COTS software procured will be subject to the third-party vendor’s standard licensing agreement.

2.6.3 To the maximum extent allowable by the third-party hardware and software vendors, Vendor shall pass-through to the City all manufacturers’ warranties offered by the third-party vendors. Vendor makes no other warranties whatsoever, express or implied, with regard to the Products provided.

2.6.4 The Products sold hereunder are eligible for return for a period of fifteen (15) days following delivery to the City. For COTS software returns, City must return all tangible media as well as copies thereof to Vendor, destroy any and all copies from any of City’s Systems and certify the same in writing, and in such event, City shall no longer have the right to use, access or possess copies of such returned COTS software. For hardware returns, City must first obtain a return authorization number from Vendor and return the hardware to the address specified by Vendor. City will be responsible for all shipment costs. City specifically agrees that Vendor’s return policy terms and conditions supersede and replace all other return policies that may be offered through the manufacturers themselves.

2.6.5 City shall reimburse Vendor for procured Products, to be invoiced separately from Service fees. Vendor will be eligible for a paid consultant fee which will be negotiated by the Parties and set forth in writing on a project by project basis prior and as a condition precedent to the City’s acceptance of a price quote for COTS software and/or hardware.

2.7 Order of Precedence. In the event of conflict between the terms of this Agreement

and any amendment, exhibit or other document incorporated therein, such conflict shall be resolved by giving precedence to such documents in the following order:

2.7.1 Any duly executed amendment to this Agreement, with execution date to control as between conflicting amendments such that the more recent amendment shall govern all those prior.

2.7.2 This Agreement.

2.7.3 Exhibit A to this Agreement (Statement of Work).

2.7.4 Exhibit B to this Agreement (Level of Service).

2.7.5 Exhibit C to this Agreement (Fees).

2.7.6 Exhibit D to this Agreement (Definitions).

2.7.7 The Proposal.

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2.7.8 The RFP.

3 TERMINATION

3.1 Events of Termination. This Agreement may be terminated:

3.1.1 By either Party, to the extent permitted under applicable law, if the other ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it (which is not dismissed within sixty (60) days) or admits in writing its inability to pay its debts as they mature; or if a receiver is appointed over a substantial part of its assets (which is not dismissed within sixty (60) days).

3.1.2 By Vendor for the non-payment of any Service Fees or charges to the City and which non-payment continues for a period of sixty (60) days from the date of invoice; provided, however, that if the City has a bona fide dispute regarding a specific invoice, then such non-payment shall not be grounds for a termination hereof if the City continues to pay non-disputed amounts while submitting the dispute to the dispute resolution procedures set forth in Section 33 hereof.

3.1.3 By either Party in the event of a material breach or nonperformance by the other of any provision of this Agreement within the time periods provided herein following notice and failure to cure as described hereafter. Written notice of the breach must be given and an opportunity to cure the breach within thirty (30) days will be provided. If the remedy or cure requires more than thirty (30) days, the breaching Party must have commenced and diligently initiated efforts to cure the breach and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Upon the termination of this Agreement, the City shall pay Vendor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by the City shall be for cause, in which event the City may withhold any disputed compensation. This Agreement shall not be terminated if such alleged breach is submitted to the dispute resolution procedures set forth herein.

3.2 Non-Appropriation. The Parties acknowledge and agree that this Agreement is subject to annual fiscal appropriations by the City’s City Council. In the event that the City Council fails to appropriate sufficient money for any year, the Parties agree to attempt to renegotiate the terms of this Agreement to coincide with the levels of appropriation. If the Parties are unable to renegotiate such terms, any Party may cancel this Agreement. Vendor shall be entitled to compensation according to this Agreement to the date the cancellation becomes effective. Termination for lack of appropriation shall not be deemed termination for cause.

3.3 Transition Plan and Services Associated with Termination. In the event of cessation of Services during the Term of this Agreement, the transition of responsibility therefor to the City or its designee shall proceed as follows:

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3.3.1 Prior to expiration of the Term of this Agreement or earlier termination, City may elect, at its option, to procure all or part of the Transition Services described in Exhibit A. If the Transition Services are performed during the Term of this Agreement, with existing resources and during regular business hours, for the fees set forth in this Agreement and the Exhibits thereto, and such Transition Services do not impact then existing Levels of Service, then those services shall be performed at no additional cost to City.

3.3.2 Upon notice given by the City or Vendor, Vendor shall make available to the City, under Supplemental Services described in Section 2.4, the personnel necessary to carry out a mutually agreed-upon transition plan (herein referred to as the “Transition Plan”) to be executed within the remaining Term of the Agreement. The topics to be included in the Transition Plan shall include, but are not limited to, those outlined in Exhibit A.

3.3.3 Each Party will cooperate fully with the other and/or its designees, so that the transition of Services rendered under this Agreement shall be timely and efficient and implemented in a manner so as to least interfere with the orderly conduct of the City’s business and so as not to unduly interfere with Vendor's other operations.

3.4 Personnel Training. Upon notice given by the City for any reason other than breach by the City for non-payment by the City, City shall have the right to assign a reasonable number of the City’s employees to participate with the Vendor’s personnel in the performance of their remaining services. Vendor shall cause its personnel to acquaint and instruct the employees of the City regarding the work, to facilitate a smooth transition according to the Transition Plan, and to continuously operate all data processing functions.

4 CITY FACILITIES AND SUPPLIES 4.1 City Provision. City shall, at its sole cost and expense, furnish Vendor and its staff

with reasonable amounts of such office space, office furniture, and other facilities (including utilities and telephone service), which are appropriate to meet the needs of Vendor and its staff for the provision of Services pursuant to this Agreement and are similar in size, type and specifications to those furnished by the City to or for its own employees. It is further understood and agreed that for any upgrades in office furniture desired by Vendor or, in the event a Vendor employee requires special furniture to accommodate a disability, the cost of such special furniture (including the responsibility for making reasonable accommodations for its employees under the Americans with Disabilities Act) will be borne by Vendor.

4.2 Return to City. Upon expiration or termination of this Agreement, or any extension or renewals thereof, all office furniture, equipment, documents, records, books, tapes, disks and files provided by the City or Vendor shall be returned to the City or Vendor in substantially the same condition as received, ordinary wear and tear excepted. Neither the City nor Vendor shall dispose of the other Party’s property without the prior consent of the other Party.

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5 MULTI-VENDOR ENVIRONMENT Vendor acknowledges that it will be delivering the Services in a multi-vendor environment. Effective operation of such an environment requires not only the cooperation among all service providers, including Vendor, but collaboration in addressing service-related issues that may cross over from one service area or provider to another (“Cross Over Issues”). As part of the Services, Vendor will actively provide and support tasks associated with operating and maintaining a collaborative approach to Cross Over Issues in the same manner as it delivers its Services. Furthermore, as directed by the City, Vendor shall coordinate, cooperate and work with (and affirmatively and proactively assist) other vendors to accomplish City’s technical, organizational and other objectives, as identified by the City. 6 CHANGE MANAGEMENT

Without first obtaining City’s prior written approval or an Amendment to this Agreement, Vendor shall make no change to the IT Environment which may: (i) increase City’s total cost of receiving the Services; (ii) require changes to City’s facilities, systems, software, utilities, tools or equipment; (iii) require Vendor or City to install a new version, release, upgrade of or replacement for, any City Licensed Property or City Equipment or to modify any City Licensed Property or City Equipment or any Vendor Equipment, Vendor Proprietary Software, Vendor Proprietary Tools, or Vendor Third Party Software that is accessed or used by City Authorized Users in connection with the receipt of the Services; (iv) have an adverse impact on the functionality, interoperability, performance, security, accuracy, speed, responsiveness, quality or resource efficiency of the Services; (v) have an adverse impact on the cost, either actual or planned, to City of terminating all or any part of the Services or exercising its right to in-source all or any part of the Services or use Third Parties; (vi) have an adverse impact on the schedule for and the delivery of services by City to its clients and customers; or (vii) violate or be inconsistent with the City Rules and/or applicable laws. If Vendor provides Services to the City without obtaining the necessary approval or amendment to this Agreement, such services and items shall be deemed to be a gratuitous effort on the part of Vendor and Vendor shall have no claim whatsoever against the City for such services and items.

7 LICENSES AND PERMITS Vendor is responsible for obtaining all licenses, approvals, permits and authorizations required by applicable federal, state or local laws or regulations, which Vendor is required to have in order to perform the Services and, except as otherwise agreed to in writing by the parties or as otherwise provided in this Agreement, has financial responsibility for all fees, costs and taxes associated with such licenses, approvals, permits and authorizations. Vendor shall provide to City all such licenses, approvals, permits and authorizations within three (3) Business Days after Vendor’s receipt of City’s request. 8 KNOWLEDGE TRANSFER AND BEST PRACTICES Vendor shall implement the knowledge transfer process set forth in this Section 8 to ensure that Vendor’s personnel share the knowledge they have gained while performing the Services for the City and the City Authorized Users. The knowledge transfer process shall be designed to efficiently pass important knowledge, information and practices from Vendor and Vendor Personnel to City and City Authorized Users. At a minimum, such knowledge transfer process will include Vendor meeting with City and designated City Authorized Users at least once every twelve (12) months, or more frequently as

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City may request, to (a) explain how the City IT Environment operates in connection with the provision of the Services; (b) explain how the Services are provided; and (c) make proposals to City to provide such training, documentation and other materials as City may require for City to understand and operate the City IT Environment and understand and provide the Services after the expiration or termination of the Agreement. The timing of such knowledge transfer is at the sole discretion of the City. As part of the monthly performance reviews, Vendor shall report to the City Project Manager regarding Vendor-observed opportunities for the introduction of best practices into City’s processes. Beginning in the second year of the Agreement, and annually thereafter, Vendor shall work with the City Project Manager to develop and present a yearly forum/briefing to City (1) on Vendor’s recommended best practice improvements to targeted City processes, (2) on how the use of such best practices is intended to align City’s technology investments with its objectives, and (3) on how to optimize City’s return on its technology investments/Services. Vendor shall provide the Services using the appropriately skilled Vendor personnel and without regard to the unit, line of business or division within Vendor to which such Vendor personnel are assigned at no additional cost. 9 TECHNOLOGY AND PROCESS EVOLUTION As part of the Services, Vendor acknowledges and agrees that: (a) the current information technology and business processes utilized by Vendor in the performance of the Services shall continue to evolve and change over time; and (b) it shall continuously undertake, deploy, implement and support Process and Technology and Business Process Evolution throughout the Term.

9.1 Leading Standards. Throughout the Term, Vendor shall remain consistent with the practices generally followed by other providers of services similar to the Services and with the objectives and needs of City. Vendor shall provide the Services using current information technology resources and processes that are designed to allow City to take advantage of advances in the industry. Without limiting the generality of the foregoing, all Vendor Equipment and Vendor Third Party Software used to provide the Services will be kept at levels supportable by the respective manufacturers, and such Vendor Equipment will be upgraded or replaced as required to meet the Service Level Agreements and manufacturer-recommended requirements.

9.2 Monitoring Trends. As part of the Services and with respect to the Services, Vendor shall use reasonable efforts to proactively and periodically monitor and analyze all Enhanced Technology. Vendor shall meet, semi-annually, with the City Project Manager to formally brief City regarding such new processes, technologies, strategies and trends. Such briefing shall include Vendor’s assessment of the business impact, performance improvements and cost savings associated with such processes, technologies, strategies and trends. If requested by City, Vendor shall develop and present to City proposals for: (a) implementing such new processes, strategies and trends as part of the Technology and Business Process Evolution; or (b) changing the direction of City’s then-current information technology strategy, processes and procedures.

9.3 New Advances. In addition to the rights, responsibilities and obligations generally

set forth in this Section 9, if Vendor or its Affiliates develop New Advances, Vendor shall offer City the opportunity to implement such New Advances.

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9.4 End-User Survey. The City shall administer, and Vendor shall support, annual end-

user satisfaction surveys. The City at its sole discretion will determine survey participants and the content and form of each survey. Vendor shall offer, at no additional cost, analysis of survey results as requested by the City. At the City’s request, vendor will provide responses to end-user survey issues or comments within 30 days on notification.

10 CITY AND VENDOR SYSTEMS

10.1 Ownership and Use

10.1.1 City Systems. All City Systems supported by Vendor as part of this Agreement, including, but not limited to, all enhancements, modifications, customizations, and associated materials and documentation, are and shall at all times remain the exclusive property of City. City hereby grants Vendor a non-exclusive, non-transferable license to use, store, transmit and/or display the City Systems, but solely for the benefit of the City’s computing operations. The license shall remain in effect during the Term of the Agreement only, including any extensions thereof. Unless otherwise authorized by the City, Vendor is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of City-owned or licensed software. Unless otherwise authorized by the City, Vendor is also prohibited from modifying, improving or otherwise enhancing the City Systems. Vendor will not allow any City-owned or licensed software, in whole or in part, to be exported outside of the United States of America. Upon expiration or termination of the Agreement for any reason, Vendor shall immediately return all City Systems to City and will cease utilizing the same.

10.1.2 Vendor Systems. All Vendor Systems provided or otherwise utilized by Vendor in connection with this Agreement, including, but not limited to, all enhancements, modifications, customizations, and associated materials and documentation, are and shall at all times remain the exclusive property of Vendor. Vendor hereby grants City a non-exclusive, non-transferable license to use, store, transmit and/or display the Vendor Systems for City’s own, internal computing operations. The license shall remain in effect during the Term of the Agreement only, including any extensions thereof. City shall have the right to use any Vendor-owned or licensed software provided pursuant to this sub-Section in object code form only. City is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of any such Vendor-owned or licensed software. City is also prohibited from modifying, improving or otherwise enhancing the Vendor Systems. City will not allow any Vendor-owned or licensed software, in whole or in part, to be exported outside of the United States of America. Upon expiration or termination of the Agreement for any reason, City shall immediately return all Vendor Systems to Vendor and will cease utilizing the same.

10.1.3 Developed Materials. In the event Vendor should develop software for the City, and for which it is fully paid by the City (herein referred to as the “City Proprietary Software”), Vendor recognizes that said software will

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become the exclusive property of the City upon delivery thereof to City and that the City reserves the right to use, market, license, or sell it to others.

10.2 Copies. Vendor and City agree that, with respect to the other’s proprietary software, neither Party shall:

10.2.1 Copy or duplicate, except for reasonable back-up purposes, or knowingly permit anyone else to copy or duplicate, any physical or electronic version.

10.2.2 Create or attempt to create, or permit others to create or attempt to create, by reverse engineering or otherwise, the source programs or any part thereof from the object program or from other information made available under this Agreement. Each Party may copy for its own use at its own expense operator manuals, training materials, and other terminal-user oriented materials, but shall advise the other of the number of copies made and their distribution.

10.3 Notification. Each Party shall inform the other in writing of any modifications to any software made by or through the other Party. Vendor shall not be responsible for maintaining portions of any software modified by the City without the consent of Vendor.

10.4 Third Party Software. The City represents that the City Systems include software from third party vendors, which software is property owned by or property subject to licensing or similar agreements between the City and such vendors and may include the rights of the City for maintenance, upgrades and enhancements. City grants Vendor the right to access and use City’s third party software in order to fulfill Vendor’s obligations under this Agreement. Vendor shall sign all third-party non-disclosure agreements as reasonably required to facilitate Vendor’s provision of the Services hereunder.

11 CONFIDENTIALITY

11.1 Confidential Information. Subject to Section 11.1.5, below, the Parties

agree that:

11.1.1 Neither Party shall disclose any Confidential Information of the other Party to any third party without obtaining prior written consent of the other Party.

11.1.2 Each Party shall limit dissemination of the other Party’s Confidential Information only to those employees, contractors and agents who require access thereto to perform their functions under this Agreement.

11.1.3 Each Party agrees to return the Confidential Information to the disclosing Party upon receipt of written request therefor.

11.1.4 Each Party agrees that the standard of care to be applied in the performance of the obligations set forth above shall be the standard of care applied by the receiving Party in treating its own Confidential Information, but at least reasonable care to prevent unauthorized copying, use, publication or disclosure.

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11.1.5 The term of the provisions of this Section shall survive termination of the Agreement or any determination that this Agreement or any portion hereof or Exhibit hereto is void or voidable.

11.2 Exceptions to Confidentiality. The obligation of confidentiality set forth in

Section 11.1 shall not apply to any data or information that the receiving Party proves:

11.2.1 Was already rightfully in the possession of the receiving Party or any of its related companies prior to disclosure.

11.2.2 Was independently developed by employees having no access to Confidential Information.

11.2.3 Was publicly disclosed by a person other than the receiving Party or its employees or agents without restrictions.

11.2.4 Was rightfully received from a third party without restrictions on disclosure or use.

11.2.5 Was approved for unrestricted release or unrestricted disclosure by the disclosing Party.

11.2.6 Was available by inspection of products or services marketed without restrictions, offered for sale or leased in the ordinary course of business by either Party hereto or others.

11.2.7 Was required to be produced or disclosed pursuant to applicable laws, regulations or court order, provided the receiving Party has given the disclosing Party the opportunity to defend, limit or protect such production or disclosure.

11.2.8 The obligation of confidentiality shall not apply to City to the extent that disclosure is necessary in connection with compliance with any law, court order or formal governmental directive. If disclosure is required (despite Vendor's request for confidentiality), the City shall not in any way be liable or responsible for the disclosure of any such Confidential Information or part thereof.

12 REPORTS In order to monitor the status, performance and quality of the Services provided to City, Vendor shall provide City with various written reports in accordance with the reporting requirements and frequency (i.e., monthly, quarterly, annually, etc.) set forth in Exhibit A and Exhibit B hereto. Such reports may be amended from time to time by City. As of the Commencement Date, the reports listed in the Statement of Work (Exhibit A hereto) reflect the reports required by the terms of this Agreement. No later than ninety (90) days following the Commencement Date, the Parties shall identify such additional or more specific reports as may be required by City. Unless stated otherwise in the Statement of Work or as directed by City, the reports shall be delivered in City’s standard electronic format to the City Project Manager with a formal transmittal letter executed by the Account Manager. If no time period is designated by City, after the reports have been defined and approved by City, reports are due five (5) Business Days from the end of the reporting period or issue occurring. Vendor will provide reports via an intranet based repository.

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13 SME REVIEWS Vendor will provide, at no additional cost to City, quarterly program management reviews involving executive leadership and subject matter experts (“SMEs”) to discuss and review implementation of the following guiding principles and performance status under the Agreement, and to present new ideas and potential innovations consistent with the City’s strategic planning efforts related to the continuous improvement and optimization of Services delivery. Topics covered will include:

13.1 Improving and Maintaining Technology. Vendor will recommend, and, if

approved by City, implement new technologies to deliver services to City in order to maintain competitiveness in the quality and scope of services available to City and to take advantage of market cost efficiencies.

13.2 Improving Business Processes. Vendor will bring best practices from Vendor that could allow the City to improve its business processes, including improving the efficiencies of delivering services to its own customers.

13.3 Technology Advancements. Vendor will provide an innovative approach to communicating with City staff and leaders (i.e., SharePoint) regarding the emergence of new technologies or advancements through semi-annual meetings (e.g., brown bag lunches) at the City. Vendor will provide briefings on emerging trends and technologies, and proactively present innovative ideas to the City. Vendor will submit, at a minimum, two new unsolicited proposals per Contract Year to improve IT efficiency, streamline operations, and/or reduce costs to the City.

14 ENHANCEMENT OF IT CAPABILITIES AND EFFECTIVENESS

Services will be provided in a manner that enhances the City’s ability to deliver high-quality, cost-effective services both internally within the City and externally to its customers. Vendor commits to providing cross training and resource sharing from other Vendor accounts to the extent possible and where appropriate, to better enhance IT capabilities and effectiveness.

15 [RESERVED]

16 SERVICE LEVEL PERFORMANCE STANDARDS

All Services provided shall comply with the Service Level Agreements as identified in Exhibit B and other requirements of this Agreement. Beginning on the Commencement Date, Vendor shall perform the Statement of Work in accordance with Service Level Agreements. Vendor shall collect all data and maintain all records and documentation required by this Agreement and the Statement of Work. Vendor shall provide performance reports to City in accordance with the Service Level Agreements.

16.1 Root Cause Analysis. Promptly, but in no event later than five (5) Business Days after Vendor’s discovery of, or if earlier, Vendor’s receipt of a notice or corrective action request from City regarding Vendor’s failure to provide any of the Services in accordance with the Service Level Agreements (each, an “SLA Failure”), Vendor shall, as applicable under the circumstances (i) perform a Root Cause

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Analysis to identify the cause of such SLA Failure; (ii) provide City with a written report detailing the cause of, and procedure and timing for correcting, such SLA Failure; and (iii) provide City with satisfactory evidence that such SLA Failure will not recur.

16.2 Corrective Action and Resolution. The correction of any such SLA Failures shall be performed in accordance with the time frames set forth in the Service Level Agreements and entirely at Vendor’s expense unless it has been determined, by mutual agreement of the Parties, that there were contributing causes of the SLA Failure. For purposes hereof, it is possible that the preexisting condition of City’s properties, systems, processes and methodologies could be deemed a contributing cause of any failures. The foregoing does not limit other remedies available to City under this Agreement for such SLA Failures.

17 SHARED INFRASTRUCTURE Prior to migrating or relocating any of the Services to a Vendor Shared Service Location, Vendor shall provide to City, for City’s approval, a proposal for the migration or relocation of such Services, including benefits, savings or risks to City during the Term and upon the expiration or termination of this Agreement. City agrees to evaluate such migration or relocation proposals in good faith, acknowledging the potential that such relocation, while achieved at no additional cost or savings to City, may enable Vendor to optimize its financial and delivery commitments under this Agreement. Vendor agrees that none of the Vendor Service Locations or Vendor Shared Service Locations will be located outside of the United States.

18 STRATEGIC CONTROL City shall retain strategic control of all aspects of the services, products and processes used in City operations, including decisions concerning the Services, City IT Environment, architecture and technical standards. In connection with implementing such strategic control, City shall: (i) establish processes and designate decision-makers to exercise strategic control over the Services and (ii) establish procedures to consult with Vendor and other vendors when and to the extent City determines it to be appropriate. As part of the Services, Vendor shall provide business intelligence, analysis and support to City in connection with strategy development, assessment and implementation. All final decisions on matters relating to strategic control over the Services shall be made by City.

19 MONITORING AND IMPROVEMENT Vendor shall perform the Services leveraging the Information Technology Infrastructure Library (ITIL) standards and best practices. By leveraging the ITIL framework and methodology, Vendor will provide a structured approach to continuous monitoring and improvement of the City’s IT environment. 20 VENDOR PERSONNEL

20.1 At all times during the term of this Agreement, Vendor and its employees shall be independent contractors and not employees of the City. Vendor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of Vendor’s subcontractors, agents and employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Vendor

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acknowledges that Vendor and any subcontractors, agents or employees employed by Vendor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of the City, including, but not limited to, sick leave, vacation leave, holiday pay, California Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

20.2 Selection of Personnel. The City shall be provided the opportunity to participate in the Vendor’s selection of any personnel providing Services under this Agreement. Vendor shall consider all reasonable City directives in the selection process to the extent such directives do not cause Vendor to contravene any applicable legal requirements. The Vendor hereby agrees to and shall deliver to the City’s Human Resources Manager (or his authorized representative) before the commencement of Services under this Agreement for each and every Vendor Personnel assigned to perform Services under this Agreement and, thereafter, during the term of this Agreement for each and every prospective employee hired (or to be hired) to perform Services under this Agreement a color photocopy of (1) a social security card, (2) a current and active California Driver's License and/or current identification card issued by the California Department of Motor Vehicles, and (3) if applicable, an employment authorization card issued by the U.S. Department of Homeland Security. To the extent permitted by law, the City shall conduct a background check on each and every Vendor Personnel assigned to perform Services under this Agreement and, thereafter, during the Term of this Agreement for each and every prospective employee hired or to be hired by Vendor to perform Services under this Agreement. No Vendor Personnel or prospective employee of the Vendor shall perform or commence to perform any Services to the City under this Agreement unless and until the City’s Director of Human Resources (or his authorized representative) has conducted and completed to his satisfaction a background check. The background check and determination of eligibility for employment by Vendor will be similar to that used for non-sworn Public Safety City employees and will consist of, among other things, verification of the social security card, the taking of fingerprints by the California Department of Justice, a check of judicial court records, and a Megan's Law check through the Sex Offender Tracking Program at the California Department of Justice. For Vendor Personnel or prospective employees to be hired to perform Services at or in connection with the Police or Fire Departments and their records or computer systems, the City may conduct additional background investigations. The Vendor agrees to cooperate with the City and, in particular, the City’s Human Resources Manager (or his authorized representative) in the background check process and to use its best efforts to have Vendor Personnel and its prospective employees cooperate with the City in that process. Unless otherwise authorized by the City Manager, Vendor shall not assign Vendor Personnel to the City’s account or employ persons to perform any Services to the City under this Agreement if such employees fail to meet the same employment eligibility criteria utilized by the City in connection with the City’s determination whether to employ persons for non-sworn Public Safety positions.

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All persons employed by the Vendor to perform Services (or any portion thereof) under this Agreement must be eligible to work in the United States. The Vendor shall obtain and maintain on file: (1) records sufficient to establish that it has complied with the electronic verification of work authorization program of the Illegal Immigration Reform and Immigration Responsibility Act of 1996, as amended, and operated jointly by the United States Department of Homeland Security and the United States Social Security Administration, or a successor electronic verification of work authorization program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work authorization status of each and every Vendor Personnel assigned to perform Services under this Agreement and, thereafter, during the term of the Agreement for each and employees pursuant to the Immigration Reform and Control Act of 1986, Pub. L. No. 99-603; and (2) fully-completed and executed U.S. Citizenship and Immigration Services, Department of Homeland Security Form I-9, Employment Eligibility Verification. The Vendor shall retain such records for the duration of such employee’s employment. The records maintained shall be immediately made available to the City for inspection and audit upon written notice to the Vendor by the City Manager or the City’s Director of Human Resources.

20.3 Designation of Vendor Key Personnel. As of the Commencement Date and from time to time as City and Vendor may agree during the Term, but no less frequently than annually, shall designate and advise the City of the Vendor’s Key Personnel to be assigned to perform Services under this Agreement. The initial Vendor Key Personnel shall include the Account Manager, Project Manager, System/Network Administrator. For each of the Vendor Key Personnel, Vendor shall only replace such individual when required or permitted pursuant to this Section 20.3 or Section 24 (Supervision and Conduct of Vendor Personnel). Vendor’s appointment of any Vendor Key Personnel shall be subject to City’s written consent. All Vendor Key Personnel shall be assigned to perform the Services on such basis (e.g., full time assignment or otherwise) as needed to ensure that the Services contemplated hereunder are provided in an efficient and timely manner and in accordance with this Agreement. Without City’s prior written consent, Vendor shall not: (i) undertake any action with respect to any Vendor Key Personnel that would result in the alteration or reduction of time expended by such Vendor Key Personnel in performance of Vendor’s duties under this Agreement; or (ii) transfer, reassign or otherwise redeploy any Vendor Key Personnel from performance of Vendor’s duties under this Agreement (except for an Approved Reassignment, as defined in Section 20.6 below). The foregoing does not prohibit or restrict Vendor Key Personnel from participating in general corporate duties applicable to other similarly situated employees nor does the foregoing prohibit or restrict Vendor Key Personnel from exercising employee benefits in accordance with Vendor guidelines/polices (e.g., taking vacation in accordance with Vendor guidelines/policies).

20.4 Account Manager. Management oversight of the Vendor Personnel and Services shall be performed by the Account Manager. Vendor’s Account Manager shall work closely with City staff to ensure that all Services are met in a timely and professional manner. Through detailed analysis of overall operations and agreement with the goals and priorities of the City, the Account Manager shall provide comprehensive monthly Service Level Agreement performance reports and project status reports outlining any issues or concerns which may impact their

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successful completion. Additionally, the Account Manager shall be responsible for reviewing the IT Strategic Plan for future enhancements and the implementation of new technologies that are in alignment with the established IT Strategic Plan. The Account Manager shall also participate in IT Steering Committee meetings, represent Vendor at City management and City Council meetings as determined necessary by the City Project Manager, supervise the activities of Vendor Personnel and subcontractors, act as liaison to telecommunications, cable, and other service providers and software vendors, and lead negotiations when necessary.

20.5 Account Manager’s Incentive. Vendor agrees that, to avoid any perception of conflict of interest, the Vendor Account Manager will not receive any commissions based on the sale, lease or licensing of any software, hardware or services by Vendor, any Subcontractor or any of their Affiliates, to City.

20.6 Reassignment and Replacement. Vendor shall not reassign or replace any Key Personnel (excluding the Account Manager) during the first year of his or her assignment unless: (1) City consents in writing to such reassignment or replacement; or (2) the individual (a) voluntarily resigns from Vendor, (b) is dismissed by Vendor for (i) cause or misconduct (e.g., fraud, drug abuse, theft) or (ii) unsatisfactory performance in respect of his or her duties and responsibilities to City or Vendor, (c) is removed from the Vendor Personnel pursuant to Section 24 (Supervision and Conduct of Vendor Personnel), (d) is unable to work due to his or her death or disability, or (e) takes a leave of absence from Vendor for illness or under the Family and Medical Leave Act (subparts (1) and (2) are collectively referred to as “Approved Reassignments”). Except for a replacement or reassignment of the Vendor Key Personnel due to the occurrence of an Approved Reassignment, Vendor shall not reassign or replace any Vendor Key Employee, if such reassignment or replacement would materially disrupt City’s operations, until the completion of any projects to which the Vendor Key Employee is assigned. No Approved Reassignment of a Vendor Key Employee shall occur without at least thirty (30) days prior written notice to City. If within one year from the Commencement Date, any Vendor Key Employee becomes incapacitated, disabled, takes a leave of absence, voluntarily terminates his/her employment with Vendor, is terminated or removed for cause by Vendor, or is transferred, reassigned or redeployed with the consent of City, within forty-eight (48) hours after the expiration of the thirty-day period referred to above (unless additional time is granted by City), Vendor shall replace such person with another person approved by City in accordance with Section 21.2 (Reassignment/Replacement of Vendor Personnel) below. Vendor shall not reassign or replace, of Vendor’s own volition, Account Manager in the first twenty-four (24) months of his/her assignment; provided, however, that nothing herein shall limit or restrict the Account Manager from resigning his/her employment with Vendor.

20.7 Succession Plans and Cross Staffing Required. Vendor shall maintain active succession plans for Vendor positions, including plans to effectively transfer knowledge from Vendor Personnel in the event that it becomes necessary to replace such Vendor Key Personnel. Upon termination or resignation of any Vendor Key Personnel, Vendor shall promptly provide written notice to City of such termination or resignation and identify potential suitable replacements in writing.

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20.8 Remote Services. Vendor shall obtain the written consent of City prior to the use of any remote (i.e., off-site) resources to perform Services under this Agreement.

21 REMOVAL AND REPLACEMENT OF VENDOR PERSONNEL

21.1 Removal of Vendor Personnel by City. Notwithstanding anything contained

herein to the contrary, if City believes that the performance or conduct of any Vendor Personnel employed or retained by Vendor to perform Vendor’s obligations under this Agreement (including Vendor Key Employee) is unsatisfactory or is not in compliance with the provisions of this Agreement, City shall so notify Vendor in writing and Vendor shall, at Vendor’s cost, either promptly address the performance or conduct of such Vendor Personnel, or, at City’s request, and to the extent permitted by law, immediately replace such Vendor Personnel with another Vendor Personnel acceptable to City and with sufficient knowledge and expertise to perform the Services in accordance with this Agreement.

21.2 Reassignment/Replacement of Vendor Personnel. If: (1) Vendor is obligated to replace any Vendor Personnel as provided in Section 21.1 above (Removal of Vendor Personnel by City) above; or (2) Vendor wants to replace or reassign any of the Vendor Key Personnel, and either City consents to such replacement or reassignment, or City’s consent to such replacement or reassignment is not required as provided in Section 20.3 (Designation of Vendor Key Personnel) above, then: (3) the terms of Section 21.1 (Removal of Vendor Personnel by City) above with respect to City’s right to select replacement personnel for any Vendor Key Personnel shall apply; (4) the proposed replacement personnel shall be “qualified,” meaning that the proposed replacement personnel shall possess comparable experience and training as the Vendor Personnel to be replaced; and (5) as Vendor deems warranted, the replacement Vendor Personnel shall work with the replaced Vendor personnel during a mutually agreed transition period, and all costs and expenses associated with educating and training the replacement personnel shall be borne by Vendor. The City’s rights under this Section 21 shall not be exercised in an arbitrary or capricious manner, or with the intent of forcing a termination of this Agreement.

22 MINIMUM ON-SITE STAFFING LEVELS

Beginning on the Commencement Date, Vendor will provide a minimum of two (2) on-site full-time equivalent (“FTE”) personnel supplemented by other on-site personnel or remote personnel in order to meet SLA standards and as outlined in Vendor’s RFP Proposal. After one (1) year following the Commencement Date of this Agreement, Vendor may propose to the City an alternative staffing model for provision of the Services. City agrees to evaluate such alternate staffing proposals in good faith, acknowledging the potential that such proposal, while achieved at no additional cost or savings to City, may enable Vendor to optimize its financial and delivery commitments under this Agreement. Vendor agrees that none of the Vendor Personnel or Vendor Shared Services Locations will be located outside of the United States.

23 MINIMUM PROFICIENCY LEVELS AND TRAINING FOR VENDOR PERSONNEL

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Vendor agrees that all Vendor Personnel assigned to perform Services under this Agreement must have experience in the areas for which they are responsible under this Agreement and will receive no less than forty (40) hours of professional training by Vendor in each and every year of the Term of this Agreement. All costs and expenses associated with providing, equipping, training and retaining Vendor Personnel and other staff is included within the Fees payable by the City for the Services rendered by Vendor under this Agreement. In the event that, as a result of the actions or inaction of any member of the Vendor Personnel (including Subcontractors), additional work is required to perform the Services under this Agreement, Vendor shall perform all such work at no additional charge to City. City shall not be required to pay for Services provided by any Vendor Personnel who does not possess the represented levels of experience and expertise. In the event that, as a result of the actions or inaction of any member of the Vendor Personnel (including Subcontractors), additional work is required to perform the Services under this Agreement, Vendor shall perform all such work at no additional charge to City.

24 SUPERVISION AND CONDUCT OF VENDOR PERSONNEL

24.1 Vendor shall be responsible for the management, supervision and conduct of the Services performed by all Vendor Personnel assigned to provide Services under this Agreement, and shall direct and control the management of such Vendor Personnel. For Vendor Personnel, Vendor shall, at its own sole cost and expense: (a) determine and pay all applicable wages, salaries, benefits, taxes, exactions, including applicable sick leave, vacation leave, holiday pay, overtime and other premium pay; (b) provide welfare and retirement benefits, as it deems necessary or desirable; (c) comply with applicable tax laws and regulations, including income tax, social security and employment tax withholding laws and regulations; (d) comply with all applicable laws governing the employment relationship between Vendor and its Personnel, including laws, as applicable, relating to accommodation of disabilities, equal pay, provision of leave (e.g., FMLA, jury duty, etc.), unlawful discrimination, as well as wage and hour requirements; (e) comply with all workers’ compensation insurance coverage laws; (f) file all applicable reports with federal, state and local agencies and authorities as required by applicable Laws; and (g) maintain all required employment records, including the records specified in Section 20.2, above, personnel and medical files consistent with applicable Laws and customary business practices.

25 INSURANCE.

Vendor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder and the results of those Services by the Vendor, its agents, representatives, employees or subcontractors. Coverage shall be at least as broad as:

25.1 Workers’ compensation insurance as required by law for the protection of its Personnel during the progress of the work. Vendor understands it is an independent contractor and not entitled to any worker's compensation benefits under any City program.

25.2 Comprehensive general liability insurance or commercial general liability insurance written on an occurrence basis, providing for a combined single limit of $1

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million for bodily injury, death and property damage. If a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit.

25.3 Business automotive liability insurance covering all owned, non-owned and

hired automobiles providing for a combined single limit of $1 million for bodily injury, death and property damage. If Vendor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described in Section 25.2. If the Vendor or Vendor’s employees will use personal automobiles in any way in performing Services, Vendor shall provide evidence of personal automobile liability coverage for each such person.

25.4 Each policy of general liability and automotive liability shall provide that the

City, its officers, agents and employees are declared to be additional insureds under the terms of such policies, but only with respect to the Services performed by Vendor under this Agreement. A policy endorsement to that effect shall be provided to the City along with the certificate of insurance, which endorsement shall be on a form acceptable to the City’s Risk Manager. In lieu of an endorsement, the City will accept a copy of the policy(ies) which evidences that the City its officers, agents and employees are additional insureds as a contracting party.

25.5 Vendor shall maintain during the life of this Agreement professional liability

insurance covering errors and omissions arising out of Vendor’s performance of this Agreement in the amount of $1,000,000 per claims basis made. Vendor agrees to keep such policy in force and effect for at least two (2) years from the date of completion of this Agreement or shall provide a two (2) year extended reporting period from the date of completion of this Agreement.

25.6 The insurance policies maintained by Vendor shall be primary insurance

and no insurance held or owned by City shall be called upon to cover any loss under the policy. Vendor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.

25.7 Before Vendor performs any work or prepares or delivers any materials,

Vendor shall furnish certificates of insurance and endorsements, as required by the City, evidencing the aforementioned commercial general liability and automotive liability insurance coverages, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) Business Days prior written notice to City.

25.8 Except for professional liability insurance coverage that may be required by

this Agreement, all insurance maintained by Vendor shall be issued by companies admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A- or better and Class VII or better by the latest edition of Best's Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in the State of California so long as such insurer possesses the aforementioned Best’s rating.

25.9 Vendor shall immediately notify the City if any required insurance lapses or is otherwise modified and shall require renewal or replacement certificates of

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insurance showing required insurance is currently maintained. Alternatively, the City may procure insurance or self insure the risk and charge Vendor for such costs and any and all damages resulting there from, by way of set-off from any sums owed Vendor.

25.10 Vendor agrees that in the event of loss due to any of the perils for which it

has agreed to provide insurance, Vendor shall look solely to its insurance for recovery. Vendor hereby grants to the City, on behalf of any insurer providing insurance to the Vendor with respect to the services of Vendor herein a waiver of any right to subrogation which any such insurer of said Vendor may acquire against the City by virtue of the payment of any loss under such insurance.

26 COMPLIANCE WITH CITY RULES In performing the Services and while on any City facility or property, Vendor Personnel shall: (a) conduct themselves in a businesslike manner; and (b) comply with the City Personnel Manual and Administrative Manual (“City Rules”). City Rules, and additions or modifications thereto, may be communicated orally or in writing to Vendor or Vendor Personnel or may be made available to Vendor or Vendor Personnel by conspicuous posting at a City Site, electronic posting or other means generally used by City to disseminate such information to its Personnel or contractors. Vendor shall be responsible for the promulgation and distribution of City Rules to Vendor Personnel to the extent necessary and appropriate.

27 TURNOVER RATE AND DATA FOR VENDOR ON-SITE PERSONNEL

To ensure consistency of Services delivery and minimize Vendor Personnel learning curves, Vendor shall make reasonable efforts to minimize the turnover in Vendor Personnel not to exceed twenty percent (20%) per contract year. If City determines that the turnover rate of the Vendor Personnel is unacceptable and so notifies Vendor, Vendor shall within ten (10) Business Days: (i) provide City with data concerning Vendor’s turnover rate; (ii) meet with City to discuss the reasons for the turnover rate; and (iii) submit a proposal for reducing the turnover rate for City’s review and written approval. Notwithstanding any transfer or turnover of Vendor on-site Personnel, Vendor shall remain obligated to perform the Services without degradation and in accordance with the Service Level Agreements and the other terms and conditions of this Agreement.

28 ELECTRONIC INCIDENT REPORTING For purposes of this Agreement, “Electronic Incident” means any unauthorized action by a known or unknown person which, if successfully completed, attempted, or threatened, could reasonably be considered one of the following: an attack, penetration, denial of service, disclosure of Proprietary or Confidential Information, misuse of system access, unauthorized access or intrusion (hacking), Virus intrusion, scan of the Systems, networks, technology, content or websites of City (or another City Authorized User) or Vendor (or its Affiliates or Subcontractors), or any other activity that could adversely affect Proprietary or Confidential Information. Vendor shall report to City all known or suspected Electronic Incidents. If an Electronic Incident occurs, Vendor shall as soon as possible notify City and provide the following information, to the extent known to or ascertainable by Vendor: the nature and impact of the Electronic Incident; actions already taken by Vendor; Vendor’s assessment of

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immediate risk; and corrective measures to be taken, evaluation of alternatives and next steps. Vendor shall continue providing appropriate status reports to City regarding the resolution of the Electronic Incident and prevention of future such Electronic Incidents. In consultation with Vendor, City may, in its reasonable discretion, require that Vendor’s ability to access, process, or store City Proprietary or Confidential Information be suspended, connectivity with Vendor be terminated, or other appropriate action be taken pending such resolution, provided that upon any such action by City, Vendor shall be relieved of its obligations under this Agreement to the extent it is unable to perform under such circumstances and so notifies City at the time of such suspension by City. 29 REDUCTION IN COSTS OF SERVICES DELIVERY The Parties shall work together throughout the Term to identify ways of achieving reductions in the cost of Services delivery and corresponding reductions in the Fees to be paid by City by modifying the delivery and performance mechanisms for the provision of the Services without impacting the Service Level Agreements or Vendor’s other responsibilities under this Agreement. If requested by City and at a minimum at least once each Contract Year commencing not later than sixty (60) calendar days prior to the commencement of a Contract Year (except for the first Contract Year), Vendor shall prepare a written proposal at a level of detail sufficient to permit City to make an informed business decision identifying all viable means of achieving the desired reductions without adversely impacting objectives or requirements identified by City, or, if such adverse impacts cannot be avoided, identifying such adverse impacts in accordance with Section 6 (Change Management). Each year during the Term, Vendor commits to using its best efforts to reduce the Fees and the costs of Services delivery.

30 INCIDENTAL EXPENSES

Vendor acknowledges that, except as expressly provided otherwise in this Agreement, expenses that Vendor incurs in performing the Services (including clerical, administrative, insurance, management, travel and lodging, document reproduction and shipping, desktop Equipment and other office Equipment required by Vendor Personnel other than furniture and equipment provided by the City pursuant to Section 4.1 of this Agreement) are included in Vendor’s charges and rates set forth in this Agreement. Accordingly, such Vendor expenses are not separately reimbursable by City unless City, in its sole discretion, has agreed in advance and in writing to reimburse Vendor for the expense, and those expenses comply with City’s then-current expense policy.

31 INDEMNIFICATION

31.1 To the fullest extent permitted by law, Vendor agrees to indemnify, defend

and hold the City, its City Council and each member thereof, and the officers, employees and representatives of the City (herein referred to collectively as the “City Indemnitees”) entirely harmless from all liability directly arising out of:

31.1.1 Any and all claims under worker’s compensation acts and other benefit acts with respect to Vendor Personnel or a Subcontractor’s Personnel arising out of Vendor’s work under this Agreement; and

31.1.2 Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default or omission of Vendor, or person, firm or corporation employed by Vendor under this Agreement, including all

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damages due to loss or theft sustained by any person, firm or corporation including the City Indemnitees, or any of them, arising out of, or in any way connected with the Services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage, to the extent caused by the active negligence or willful misconduct of City. Vendor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the City Indemnitees on any such claim or liability covered by this subsection 31.12, and shall pay or satisfy any final judgment that may be rendered against the City Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subsection 31.12.

31.2 Except for the City Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory or designated City Indemnitee to this Agreement.

31.3 Vendor shall not be responsible for (and such indemnity shall not apply to) any willful misconduct, negligence or breach of this Agreement by the City.

31.4 The foregoing indemnity shall survive termination of this Agreement.

32 LIMITATION OF LIABILITY In no event shall either Party to this Agreement be liable to the other Party hereunder for any reason whatsoever in an amount exceeding Three Million Dollars ($3,000,000), in the aggregate, with regard to any and all claims or causes of action arising from or in any way related to (i) this Agreement, (ii) any goods or services provided pursuant to or in connection with this Agreement, (iii) the use, operation or implementation of any goods and services provided pursuant to or in connection with this Agreement, or (iv) any act or failure to act by any agent, employee, officer, director, Affiliate, subsidiary, consultant or adviser to any Party hereto in connection with or related to the performance by such Party hereunder. Under no circumstances will either Party to this Agreement be liable for any incidental, consequential, indirect, punitive or special damages arising out of or in connection with this Agreement, however caused and based on any theory of liability. The limitation set forth in this Section shall not apply with respect to damages attributable to the intentional torts, unlawful conduct, or gross negligence of a Party. 33 DISPUTE RESOLUTION

33.1 Notification. In the event of a material breach or claim of breach in relation

to or in connection with this Agreement or any of the terms or conditions hereof, or any transaction hereunder including but not limited to either Party’s failure or alleged failure to comply with any of the provisions of this Agreement (hereinafter collectively the “Dispute”), the Parties shall first promptly provide in writing to the other a general written statement of their respective claims. This statement need not be complete and will not limit the claims of either Party in any further proceeding with respect to this Agreement. The statement shall indicate that it is the first statement of a formal dispute resolution process under this Agreement. If the Parties are unable to

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resolve the dispute within ten (10) Business Days of receipt of such written statement, the claimant may proceed as otherwise contemplated by this Agreement.

33.2 Internal Resolution Procedures.

33.2.1 Within five (5) Business Days of the time that one Party informs the other of a Dispute or within such longer period of time as the Parties may agree, the City Project Manager and Vendor’s Account Manager shall conduct a meeting to reach an agreement to use their best efforts to either: (a) resolve the matter and set forth such resolution in writing, or (b) define the Dispute in writing, including a description of the position of each Party and the other projects and tasks which would be affected by the proposed resolution submitted by the City Project Manager and by the proposed resolution submitted by Vendor's Account Manager.

33.2.2 If the City Project Manager and Vendor’s Account Manager are unable to reach an agreement pursuant to Section 33.2.1, then within five (5) Business Days of such failure to agree, at least one knowledgeable representative of Vendor management and the City Manager shall meet at a mutually agreed upon location to attempt to reach a resolution of the matter in light of the description of the Dispute submitted by the Parties and further discussion among and between the Parties and their respective representatives.

33.3 Mediation Resolution Procedures. If the procedure set forth in Section 33.2 is unsuccessful in resolving the Dispute, the Parties may, upon mutual agreement, submit a Dispute to mediation by a third party, neutral mediator.. All mediator fees shall be equally shared by the Parties.

33.4 Performance During Disputes. Vendor shall be under the obligation to continue to provide Services to the City while the Parties are seeking to resolve any Dispute so long as the City shall continue to pay Vendor all Service Fees, both past due and as they come due, unless the Dispute relates to payment of a Service Fee (or some portion thereof) in which event the City may retain such disputed amount pending resolution of the Dispute.

33.5 Litigation. If any legal or equitable action or any mediation or arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged claim, dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party will be entitled to recover reasonable attorneys’ fees and other costs (including the fees and costs of experts) incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

34 WITHHOLD REMEDY In addition to, and cumulative of all other remedies in law, at equity and provided under this Agreement or this Section, in the event City reasonably believes Vendor is in default of a material duty or obligation under this Agreement and it fails to cure the default within thirty (30) days after receipt of written notice of default from City setting forth with specificity the nature of the default of a material duty or

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obligation and the requested remedy or cure, City may, without waiving any other rights under this Agreement, elect to withhold payments due to Vendor under this Agreement during the period beginning with the 31st day after Vendor’s receipt of notice of default and ending on the date that the default has been cured to the reasonable satisfaction of City. Vendor shall continue to provide the Services, so long as City pays Vendor at least fifty percent (50%) of the monthly invoice. Upon curing of the default by Vendor, City will cause the withheld payments to be paid to Vendor, without interest. Upon resolution of the claim, Vendor shall issue to City any applicable credit or reinstitute the disputed amount as an amount due within thirty (30) days from the final resolution of the dispute. Under no circumstances may City withhold Fees and charges which are overdue to Vendor for items not in dispute, nor may City offset such overdue Fees and charges against amounts to be legitimately withheld. 35 SECURITY AND REVIEWS

35.1 Information Security Review. During the Term, City may perform

information security reviews on any Systems, Equipment, software, network(s) or facilities used by Vendor to provide the Services hereunder (“Reviews”). The Reviews may include physical inspection, external scan, internal scan, code review, process reviews and reviews of system configurations. The Reviews may be conducted, at City’s discretion and at City’s expense, by City or its designee(s). Vendor will not bring any claim otherwise permitted by any Laws which may provide a cause of action against City based upon Reviews permitted under this Section and conducted pursuant to the agreed upon scope and methodology. Should any Review result in the discovery of material security risks to the Systems, Equipment, software, network(s) or facilities used by Vendor to provide the Services, City shall promptly notify Vendor of such risks, and Vendor shall respond to City in writing within three (3) Business Days with Vendor’s plan to take reasonable measures to promptly correct, repair, or modify the applicable System, Equipment, software, network or facility to effectively eliminate such risks at no cost to City or the other City Authorized User. Upon approval by City, Vendor shall implement such plan as quickly as practicable. Should Vendor fail to take reasonable measures to remedy the identified risk, City may terminate this Agreement for cause effective immediately.

35.2 Benchmarking and Audits. Vendor shall reasonably cooperate with any benchmark or service audit conducted by City, provided that such audit shall be conducted at City’s expense. The results and reports of any benchmark or service audit shall be submitted by the benchmarker to the City Project Manager.

36 BILLING ADJUSTMENTS Vendor shall provide the City Project Manager with a monthly summary of credit and debit billing adjustments. The summary shall include, but not be limited to, the number and types of adjustments identified, the number of adjustments resolved and the number and types of adjustments that are outstanding. Vendor shall ensure that all billing debits and credits, including associated taxes, are distributed on the billing reports and the invoice and are shown at the proper hierarchy level. If an adjustment is found to exceed 20%, Vendor shall notify the City Project Manager before processing the adjustment to the billing report and the invoice. Vendor shall process all adjustments on the reports and invoice. In no event shall an adjustment result in a net increase to any Charge invoiced more than

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one hundred and twenty (120) days after the original invoice date for that Charge other than Fees that are the subject of a Dispute that is not resolved within one hundred twenty (120) days in accordance with Section 33.

37 CONFLICT OF INTERESTS Vendor represents and warrants to City that neither Vendor nor any of its Affiliates, nor any Vendor Personnel or Subcontractor, has accepted or shall accept anything of value based on an understanding that the actions of Vendor, any such Affiliates or any such Subcontractor or Vendor Personnel would be influenced thereby in connection with this Agreement. Vendor further represents and warrants that it has not given and will not give commissions, payments, kickbacks, gifts, lavish or extensive entertainment or other inducements to any City Personnel in connection with this Agreement at any time during the Term. Vendor also represents and warrants that, to the best of its knowledge, no officer, director, employee, agent or representative of Vendor and/or any Subcontractor or Vendor Personnel has given any such payments, gifts, entertainment or other thing of value to any City Personnel prior to the Effective Date of this Agreement. Vendor further represents and warrants that no employee, official or member of City Council of City has or will have a pecuniary interest or benefit directly or indirectly from this Agreement and that it has not offered or given gratuities (in the form of entertainment, gifts or otherwise) to any employee, official or member of City Council of City with a view toward securing favorable treatment in the awarding, amending or evaluating the performance of this contract. For breach of any representation or warranty in this clause, City shall have the right to terminate this Agreement without liability and/or have recourse to any other remedy it may have at law.

38 INFORMATION FURNISHED TO CITY Vendor represents and warrants to City that all written information (including financial information) furnished to City prior to the Commencement Date by or on behalf of Vendor in connection with this Agreement, including in the Vendor’s Proposal, and all the information made a part of this Agreement and any exhibits hereto is true, accurate and complete, and contains no untrue statement of a material fact or omits any material fact necessary to make such information not misleading.

39 PROTECTION OF CITY PROPERTY Vendor shall use reasonable care to avoid damaging existing buildings, equipment and vegetation on or about premises owned by, or under the control of, City. If Vendor’s failure to use reasonable care causes damage to any such property to the extent such damage was caused solely by Vendor, Vendor shall replace or repair the damage at no expense to City. If the Vendor fails or refuses to make such repair or replacement, Vendor shall be liable for the cost, which may be deducted from the Fees.

40 COMPLETENESS OF DUE DILIGENCE ACTIVITIES Vendor acknowledges that it has been provided with sufficient access to City Sites, information and personnel, and has had sufficient time in which to conduct and perform a thorough due diligence of City operations and requirements and City assets currently used by City (or its designated Third Party Vendors) in currently providing such services. In light of the foregoing, Vendor will not seek any adjustment in the Fees based on any incorrect assumptions made by Vendor in arriving at the Fees.

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41 AUDIT, INSPECTION, AND EXAMINATION OF RECORDS

41.1 General. In order to fully realize its objectives, with advance written notice

at reasonable times and not more frequently than once per year, City must have full and free access to, and the right to audit and to make excerpts and transcripts from, any and all pertinent books, accounting records, documents, invoices, papers and the like of the Vendor or its subcontractors, or in the possession of the Vendor, regarding the Services provided under this Agreement to the extent the City deems necessary to ensure that City is paying only the amounts to which Vendor is properly entitled or for other purposes relating to the Agreement (“Contract Records”).

41.2 Contemporaneous Documentation. On an ongoing basis, Vendor must document the Services in sufficient detail for a qualified third party to understand the nature and scope of the Services. As requested by City from time to time, and at no additional charge to City, Vendor shall make available to City for review a copy of all Vendor Proprietary Documentation required to enable City to fully utilize, as permitted under this Agreement, the Services, Vendor Equipment, Vendor Proprietary Tools, and Vendor Proprietary Software. Vendor shall update and maintain all Vendor Proprietary Documentation within thirty (30) days after a change in a previously documented process occurs unless otherwise agreed by the Parties in writing. If Vendor Proprietary Documentation is revised or supplemented, Vendor shall make available for review a copy of such revised or supplemental Vendor Proprietary Documentation to City on request and at no cost to City.

41.3 Contract Records. With respect to the performance of Services and as

reasonably needed to validate Vendor’s compliance with this Agreement, Vendor shall maintain complete and accurate Contract Records. Vendor shall retain Contract Records in accordance with City’s record retention policy, as modified from time to time and provided to Vendor in writing during the Term. Vendor also shall ensure that as part of its disaster recovery and business continuity obligations, Vendor will protect all Contract Records and ensure that they are fully and completely backed-up and recoverable in the event of a disaster.

41.4 Recordkeeping. Vendor shall maintain the Contract Records complying in

all respects with all applicable laws including transaction-level documentation, such as supporting invoices, purchase orders, bills of lading, tax returns, exemption certificates and other relevant documents, all as applicable laws require. Such records and books, and the accounting controls related thereto, shall be sufficient to provide reasonable assurances that: (a) transactions are recorded so as to permit the preparation of Vendor’s financial statements to maintain accountability for its assets; and (b) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Vendor shall retain and maintain accurate records and documents relating to performance of Services under this Agreement until the end of the Record Retention Period.

41.5 Self Audits. In addition to the audits authorized by City as set forth above,

on an annual basis, Vendor shall perform a self-audit of its business and operations to evaluate its compliance with the City Rules. The scope and nature of such audit

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shall be mutually agreed upon by the City Project Manager and the Vendor. The audit shall be initiated no later than the anniversary date of each Contract Year. Within sixty (60) days of the initiation of the self-audit, Vendor shall provide City with a written report outlining the results of the self-audit.

41.6 Third Party Audits. The City may be subject to regulation and audit by

governmental bodies, standards organizations, other regulatory authorities, or other parties to contracts with the City under applicable laws, rules, regulations, standards or contract provisions. If a governmental body, standards organizations, other regulatory authority, customer, client or other party to a contract with the City exercises its right to examine or audit the City’s books, records, documents or accounting practices and procedures pursuant to such laws, rules, regulations, standards or contract provisions, Vendor shall provide all assistance reasonably requested by the City in responding to such audits or requests for information (including allowing the City to conduct an audit pursuant to Section 41.1), and shall do so in an expeditious manner to facilitate the prompt closure of such third party audit or request.

42 SUBCONTRACTORS

42.1 Approval Required. City has relied, in entering into this Agreement, on the reputation of, and on obtaining the personal performance of, Vendor itself. Consequently, Vendor shall not perform or provide all or any portion of the Services through Subcontractors (including Affiliates of Vendor), including providers of hardware and software, without the prior written consent of the City Project Manager, which consent may be withheld by the City Project Manager in his sole discretion. Any attempt by Vendor to subcontract any performance, obligation or responsibility under this Agreement, without the prior written consent of the City, shall be null and void and shall constitute a material breach of this Agreement. Vendor shall ensure that each Subcontractor has obtained and maintains all licenses required in connection with the Services for which such Subcontractor is responsible.

42.2 Request for Approval. If Vendor desires to subcontract any portion of its performance, obligations or responsibilities under this Agreement, Vendor shall make a written request to City for written Approval to enter into the particular subcontract. Vendor’s request to City shall include: (a) the reason(s) for the particular subcontract; (b) a detailed description of the work to be performed by the proposed Subcontractor; (c) identification of the proposed Subcontractor and an explanation of why and how the proposed Subcontractor was selected; and (d) any other information reasonably requested by City. City will review Vendor’s request to subcontract and determine, in its sole and absolute discretion, whether or not to consent to such request on a case-by-case basis.

42.3 Subcontractor Agreements. All contracts between Vendor and its

Subcontractors entered into by Vendor after the Commencement Date exclusively or primarily for City must be materially consistent with the terms and conditions of this Agreement, to the extent such terms and conditions are relevant to the Services to be provided by the Subcontractor, and shall identify City as a direct and intended third party beneficiary thereof. City agrees that, in the event it (a) terminates any Service(s) then being performed by a Subcontractor under such Subcontractor’s

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contract with Vendor and is not obligated to pay a termination fee to Vendor; or (b) terminates any Service(s) then being performed by a Subcontractor pursuant to Section 42.4, it will not subsequently directly engage such Subcontractor to perform the Service(s) such Subcontractor had been performing for City under its contract with Vendor.

42.4 Vendor Obligations Remain Unchanged. Vendor shall remain responsible to City for any and all performances required under this Agreement by Vendor or its approved Subcontractors, including, but not limited to, the obligation to properly manage, supervise, coordinate and perform all work required under this Agreement and with respect to the Services, and no subcontract shall bind or purport to bind City or excuse Vendor from performance. Vendor shall manage and supervise the activities and performance of each Subcontractor and shall be jointly and severally liable with each such Subcontractor for any act or failure to act by such Subcontractor in connection with or related to the Services. If City determines that the performance or conduct of any Subcontractor is unsatisfactory, City may notify Vendor of its determination in writing, indicating the reasons therefor, in which event Vendor promptly shall take all necessary actions to remedy the performance or conduct of such Subcontractor or, subject to the terms of Section 21, replace such Subcontractor with another Third Party Vendor or with Vendor Personnel. Vendor shall be solely liable and responsible for any and all payments and other compensation to, and the performance of, all Subcontractors and their officers, employees, agents and independent contractors. All agreements between Vendor and any Subcontractors shall include provisions at least as favorable to City as those contained in this Agreement. In no event shall Vendor be relieved of its obligations under this Agreement as a result of its use of any Subcontractors.

43 CITY REFERRALS AND AS A REFERENCE SITE City and Vendor agree that the Services provided by Vendor under the terms of this Agreement have the potential to be marketed to other municipalities and entities. City agrees, upon Vendor’s prior and reasonable request, to act as a reference site for Vendor in connection with the services provided under this Agreement, so long as such reference site visits do not tend to degrade performance of the Services. In this connection, City will, upon timely receipt of notice thereof, make its facilities and personnel reasonably available to Vendor as reasonably requested by Vendor to permit Vendor to provide site visits to current and prospective clients and to demonstrate any or all of the services provided by Vendor to City under this Agreement. City may unilaterally withdraw as a reference site in the City Project Manager determines, in his sole and absolute discretion, that event site visits are unduly burdensome and/or disruptive.

44 ADVERTISEMENT Vendor shall not use in its external advertising, marketing programs, or other promotional efforts any data, pictures, or other representation of City except on the specific written authorization in advance of the City Project Manager. Vendor will limit and direct any of its advertising on the City premises and shall make arrangements for such advertising through the City Project Manager. Vendor shall not install any signs or other displays within or without City premises unless in each instance the prior written approval of the City Project Manager has been obtained. However, nothing in this clause shall preclude Vendor from listing City on its routine client list for matters of reference.

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45 GENERAL

45.1 Notices. Except as otherwise provided herein, all notices required under

this Agreement shall be in writing and delivered personally or by first class mail, postage prepaid, to each Party at the address listed below. Either Party may change the notice address by notifying the other Party in writing. Notices may be sent by either facsimile or U.S. Mail. Notices shall be deemed received upon receipt of same or within three (3) Business Days of deposit in the U.S. Mail, whichever is earlier. Notices sent by facsimile shall be deemed received on the date of the facsimile transmission.

If to Vendor: If to City: VENDOR REPRESENTATIVE CITY REPRESENTATIVE

45.2 Waiver. Waiver of breach or failure to perform any provision of this

Agreement shall not be deemed a waiver of future performance nor shall it prejudice the waiving Party’s right to require strict performance of the same provision or any other provision in the future. No term or condition of this Agreement shall be waived, modified or deleted except by an instrument, in writing, signed by the Parties hereto

45.3 Assignment. Except that Vendor may assign, with notice to City, this

Agreement to an Affiliate, a corporation with which Vendor may merge or consolidate, or the purchaser of all or a material portion of the assets of Vendor; provided that prior to or concurrently with the effective date of any such transfer, the assignee executes and delivers to the City an instrument containing an express assumption of all of Vendor’s obligations under this Agreement. Except as otherwise provided in the immediately preceding sentence, Vendor will not assign, subcontract or otherwise transfer all or any part of this Agreement or funds to be received under this Agreement (collectively, “Assignment” or “Assign”) without first procuring the prior written approval of City (which approval will not be unreasonably withheld) subject to the terms, covenants, and conditions contained in this Agreement. Should Vendor desire to enter into an Assignment, Vendor will request, in writing, City’s consent to the proposed Assignment at least thirty (30) days before the intended effective date of the proposed Assignment, which request will include the following: (a) full particulars of the proposed Assignment, including its nature, effective date, terms, and conditions; (b) a description of the identity, net worth, and previous business experience of the proposed transferee; (c) a complete business plan prepared by the proposed transferee; and (d) any further information relevant to the proposed Assignment that City reasonably requests. Within thirty (30) days after receipt of Vendor’s request for consent to the proposed Assignment together with all of the above required information, City will respond in writing by either (i) consenting to the proposed Assignment; or (ii) refusing to consent to the proposed Assignment on reasonable grounds which must be stated in the response. Vendor agrees that City may refuse its consent to the proposed Assignment on any reasonable grounds, and (by way of example and without limitation) Vendor agrees that it will be deemed reasonable for City to

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withhold its consent if any of the following situations exist or may exist: (a) the proposed transferee’s financial condition is inadequate to support all of the financial and other obligations of Vendor under this Agreement; (b) the business reputation of the proposed transferee is not reasonably acceptable to City; and (c) the proposed transferee is not likely to conduct its business under this Agreement of a quality substantially equal to that conducted by Vendor. Any purported Assignment without City’s prior written consent will be void and of no force or effect. A consent to one (1) Assignment by City will not be deemed to be a consent to any subsequent Assignment to any other party. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting must be approved by the City City Council.

45.4 Conflicting Terms. In the event of any conflict between the body of this Agreement and any Exhibit to this Agreement, the body of this Agreement shall control over any conflicting provision in any Exhibit to this Agreement.

45.5 Governing Law. This Agreement shall be construed in accordance with

and governed by the laws of the State of California, excluding California’s choice of law rules, and any legal or equitable action or other proceeding relating to or arising under this Agreement shall be brought solely in the California Superior Court for Los Angeles County, which jurisdiction the Parties hereby expressly consent to.

45.6 Severability. If any part of this Agreement is found to be invalid by a court of competent jurisdiction, all other provisions shall remain in full force and effect and the provisions found invalid shall be enforceable to the maximum extent permitted.

45.7 Delays and Extensions of Time.

45.7.1 Neither Party shall be liable for any delay or failure to perform its obligations hereunder to the extent that such delay or failure is caused by a force or event beyond the control of such Party, including without limitation, war, embargoes, strikes, governmental restrictions, riots, fires, floods, earthquakes, acts of terrorism, or other Acts of God (the “Force Majeure”); provided that Vendor shall use its best efforts to assist the City in establishing necessary Services elsewhere, in the event of the occurrences of a Force Majeure which: 45.7.1.1 Materially prevents Vendor from providing any of the Services

for more than ten (10) Business Days, and Vendor has not successfully transferred the City's data processing to a backup facility under terms and conditions reasonably acceptable to the City, or

45.7.1.2 Causes the normal operations of the site to be interrupted for more than forty-five (45) days, and in the City's reasonable business judgment it is necessary to pursue alternative means of meeting the City's data processing needs. Vendor shall use its best efforts to assist the City in establishing necessary Services elsewhere. Any termination arising from such City decisions shall be a termination for convenience and Vendor shall be reimbursed

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for the costs of work performed up to the date of such termination, to include Transition costs.

45.7.2 Vendor’s sole remedy for delays outside its control, other than those delays that are caused by the City, shall be an extension of time. No matter what the cause of the delay, Vendor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Vendor’s control. If Vendor believes that delays caused by the City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the “not to exceed amount” absent a written amendment to this Agreement.

45.8 Vendor Representations and Warranties. In addition to any express agreements of Vendor contained herein, the following constitute representations and warranties of Vendor to City:

45.8.1 Power and Authority. Vendor has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. The individuals executing this Agreement on behalf of Vendor shall have the legal power, right and actual authority to bind Vendor to the terms and conditions hereof and thereof.

45.8.2 Requisite Action. All requisite corporate action has been taken by Vendor in connection with the entering into of this Agreement.

45.8.3 Validity. This Agreement shall be a valid, legally binding obligation of and enforceable against Vendor in accordance with its terms.

45.9 Non-Discrimination and Affirmative Action Program. The City is an equal opportunity employer and requires that Vendor comply with policies and regulations concerning equal opportunity. During the performance of this Agreement, Vendor agrees as follows:

45.9.1 Vendor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or mental or physical disability. Vendor shall ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, or mental or physical disability. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Vendor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

45.9.2 Vendor shall, in all solicitations and advertisements for employees placed by, or on behalf of Vendor, state that all qualified applicants will receive consideration for employment without regard for race, color, religion, sex, national origin, or mental or physical disability.

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45.9.3 Vendor shall cause the two immediately foregoing subsections to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

45.10 Compliance with Laws. Vendor shall be knowledgeable of and comply with all local, state and federal laws, rules and regulations which may apply to the performance of this Agreement (“Laws”). Vendor warrants and represents that all of its Personnel, including any and all prospective personnel hired to perform services for the City under this Agreement and the employees of any subcontractor retained by Vendor to perform a portion of the services under this Agreement, are and will be authorized to perform the services contemplated by this Agreement in full compliance with all applicable state and federal laws, rules and regulations, including, but not limited to, the Immigration Nationality Act of 1952 (commencing with Section 1101 of Title 8 of the United States Code), and the Immigration Nationality and the Immigration Reform and Control Act of 1986 (commencing with Section 1324a of Title 8 of the United States Code), as amended. Vendor agrees to indemnify and hold the City, its officials, and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures, the City may sustain by reason of Vendor’s failure to comply with said Laws.

45.11 No Agency Conferred. Except as City may specify in writing, Vendor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Vendor shall have no authority, express or implied, to bind City to any obligation whatsoever.

45.12 Entire Agreement. This Agreement constitutes the entire agreement of the

Parties. No other agreement, representation, promise, warranty or statement, whether oral or written, pertaining to the work or Services to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both Parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the terms and conditions of this instrument and those in the bid or proposal of the Vendor, then this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith.

45.13 Acceptance of Service of Process. In the event that any legal action is commenced by the Vendor against the City, service of process on the City shall be made by personal service upon the City Clerk or in such other manner as may be provided by law. In the event that any legal action is commenced by the City against the Vendor, service of process on the Vendor shall be made by personal service upon the corporate agent for service of process identified in the records of the California Secretary of State or in such other manner as may be provided by law.

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The Parties agree to and enter this Agreement as of the date first above written.

CITY OF RANCHO PALOS VERDES VENDOR City Signature: Printed Name: Title: ________ Date:

First Vendor Signature: Printed Name: Title: ________ Date:

APPROVED AS TO FORM: ____________________________ City Attorney

Second Vendor Signature: Printed Name: Title: ________ Date:

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EXHIBIT A – STATEMENT OF WORK (based on RFP and Proposal) EXHIBIT B – LEVEL OF SERVICE (SERVICE LEVEL AGREEMENTS) (based on RFP) EXHIBIT C – FEES (based on Proposal) EXHIBIT D - DEFINITIONS

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Attachment 1Proposer Name:

Services Vendor Proposed Position Qualifications

Hours Per Year

On-site or Remote

Rate Per Hour

Annual Cost

Rate Per Hour

Annual Cost

Rate Per Hour

Annual Cost

Rate Per Hour

Annual Cost

General Operations and Administration List "Position(s)" Here Typical required qualifications 0 0 0 0

0 0 0 0Sub-Total 0 0 0 0 0

Help Desk and Support List "Position(s)" Here Typical required qualifications 0 0 0 0

0 0 0 0Sub-Total 0 0 0 0 0

System Administration and Infrastructure List "Position(s)" Here Typical required qualifications 0 0 0 0

0 0 0 0Sub-Total 0 0 0 0 0

Voice and Communications List "Position(s)" Here Typical required qualifications 0 0 0 0

0 0 0 0Sub-Total 0 0 0 0 0

Network, Cabling, Switches, and Routing List "Position(s)" Here Typical required qualifications 0 0 0 0

0 0 0 0Sub-Total 0 0 0 0 0

Web Site / Business Technologies List "Position(s)" Here Typical required qualifications 0 0 0 0

0 0 0 0Sub-Total 0 0 0 0 0

Optional Categories of Service 0 0 0 0GIS, Aerial Pictometry and Mapping List "Position" Here Typical required qualifications 0 0 0 0

0 0 0 0Sub-Total 0 0 0 0 0

Audio/Visual and Broadcast Technologies List "Position" Here Typical required qualifications 0 0 0 0

0 0 0 0Sub-Total 0 0 0 0 0

Total 0 0 0 0 0

4.9.1 - 1 Base Contract Pricing Chart (Years 1 to 4)

Note: Add as many "Position" rows as are necessary to show all staff.

YEAR 1

NOTE: Please provide the "Position" title and the "Position Qualifications" you require for someone placed in this position.

YEAR 2 YEAR 3 YEAR 4

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Attachment 1

Transition Personnel Hours On-site or Remote Rate per Hour Total Cost

Position 1 0Position 2 0Position 3 0

00

Sub-total 0 0

Transition Tools Cost

Software

Sub-total 0Hardware

Sub-total 0Other (Specify)

Sub-total 0Total Tranistion Cost 0

NOTE:

4.9.1 - Transition Pricing Chart

Add as many lines as necessary for all "Transition" personnel (Column A).Add additional lines to clearly state all costs for equipment, tools, software, etc.(Column A, Transition Tools)

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Attachment 1

Possible Positons Rate per Hour After business hours rate per hour On-site or Remote

Web MasterWeb DeveloperGIS SpecialistGIS TechnicianSr. Project ManagerProject ManagerData Base AdministratorSystems Analyst - BusinessSystems Analyst - TechnicalProgrammer/AnalystNetwork SpecialistNetwork TechnicanSecurity SpecialistSystems AdministratorDesktop TechnicanHelp Desk TechicanConversion Specialist

NOTE:

4.9.1 - Consulting Rate Card Pricing Chart

Add correct titles under Possible Positions. These are examples which may or may not apply to each Proposer.Add additional positions in Column A for every possible resource available to the City.Indicate whether resource is available remotely or would be on-site.

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Attachment 1

Additional Services/Projects On-site or Remote One-time Cost Annual Cost

Note:

4.9.1 - Additional Service Pricing Chart

Assumptions

1)2)

Include assumptions relative to additional service/project that should be considered.

4)3)

5)

Explain each additional service/project.

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Attachment 1

Year 1 Year 2 Year 3 Year 4 Total

Base ContractTransitionConsulting Pool Additional Total 0 0 0 0 0

4.9.1 - Summary of Costs

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CITY OF RANCHO PALOS VERDES - Granicus

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