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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
INFORMATION TECHNOLOGY MANAGEMENT SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this2`i day of August, 2015 by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91066-6021 ("City") and SIGMAnet, Inc., a corporation with its
principal place of business at 4290 East Brickell Street, Ontario, California, 91761
("Consultant"). City and Consultant are sometimes individually referred to as "Party"
and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing Information
Technology Management services to public clients, is licensed in the State of California,
and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Information
Technology Management Services project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional Information
Technology Management consulting services necessary for the Project ("Services").
The Services are more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference. All Services shall be subject to, and performed in
accordance with, this Agreement, the exhibits attached hereto and incorporated herein
by reference, and all applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from September 1,
2015 to July 31, 2018 with the option to renew on a year-by-year basis for a maximum
of three (3) additional one-year periods through July 31, 2021, unless earlier terminated
as provided herein. Consultant shall complete the Services within the term of this
Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City.
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3.2.5 City's Representative. The City hereby designates Hue Quach,
Administrative Services Director, or his or her designee, to act as its representative for
the performance of this Agreement ("City's Representative"). City's Representative
shall have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City's
Representative or his or her designee.
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3.2.6 Consultant's Representative. Consultant hereby designates Paul
Edge, Vice President of Managed Services, or his or her designee, to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of
the Consultant for all purposes under this Agreement. The Consultant's Representative
shall supervise and direct the Services, using his best skill and attention, and shall be
responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom.
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Consultant shall defend, indemnify and hold City, its officials, directors, officers, and
employees free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to
comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees, to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and/or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work,under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
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and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self-insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees shall be covered as additional insureds with respect to the ownership,
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operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, and employees
shall be excess of the Consultant's insurance and shall not be called upon to contribute
with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non-payment of premium, ten (10) days notice of cancellation for non-payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its
directors, 'officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate• copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested.
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Copies of all certificates and endorsements must be received and approved by the City
before work commences. The City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed Two
Hundred Eighty Six Thousand Eight Hundred Dollars and no/cents ($286,800) for years
one (1) through three (3). Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty-five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City. may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
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3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
SIGMAnet, Inc. •
4290 E. Brickell Street
Ontario, CA 91761
Attn: Paul Edge, Vice President of Managed Services
City:
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Hue Quach, Administrative Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services.
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Nor shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use City's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and reasonable attorney's fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by
Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant. Consultant shall
defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and
risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against City, its directors, officials, officers, and
employees. Consultant shall pay and satisfy any judgment, award or decree that may
be rendered against City or its directors, officials, officers, and employees, in any such
suit, action or other legal proceeding arising from Consultant's performance of the
Services, the Project or this Agreement; except to the extent that liability is caused by
the active negligence or willful misconduct by the City or its directors, officials, officers,
and employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, for any and all reasonable legal expenses and costs incurred by each of
them in connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, and employees, and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
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notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
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3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement. -
3.5..14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
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3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
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3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA SCGMAN , IYC
By s� � , By '' .;'
Dominic Lazzaretto' Paul Edge -` - - '
City Manager Vice President of Managed Services
Date: No Gus- !2 ZOt5
Print Name and Title
ATTE T: Date:
i (� 1
/4( 1 i 14. i c- .Z By
�.;
ler , Signature
•
APPROVED AS TO FORM: Sc()»v 6-F0
Print Name and Title
� r -
Date: 03/1.5.
Stephen P. Deitsch
City Attorney CONCUR:
Hue Quach
Administrative Services Director
13
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA SIGMANET,
BY BY s /�I
Dominic Lazzaretto Pad' dg-
City Manager Vice President of Managed Services
Date: 1 %.-uc�,uS-r IZ� 2.-o I
Print Name and Title
ATTEST: Date:
By
City Clerk Signature
APPROVED AS TO FORM:
Print Name and Title
Date:
Stephen P. Deitsch
City Attorney CONCUR:
Hue Quach
Administrative Services Director
13
EXHIBIT"A"
SCOPE OF SERVICES
Consultant shall provide on-site staffing equivalent to one (1) IT Project Manager and
two (2) Technicians at all times during the City operating hours in addition to the on-call
and remote services as proposed under Section D of SIGMAnet's proposal. Consultant
shall provide professional Information Technology Management Services as follow:
D. Functional Requirements
ESSENTIAL DUTIES
• Installation and management of the entire network infrastructure(LAN and WAN),including
all servers,switches,hubs,routers,modems,cabling;firewalls,e-mail system and data circuits.
This includes network design,performance monitoring,analysis,tuning,troubleshooting,
equipment configuration, testing, installation, de-installation,movesandchanges.
SIGMAnet Response-Confirmed.SIGMAnet's methodology provides IT based support
from design/architecture through Day 2 support.SIGMAnet's managed services team is
comprised of certified engineers with expertise in all of the above areas.SIGMAnet will
perform the above for the City and provide full visibility into these activities as they occur.
• Protect the City's information from internal and external threats which include managing,
and monitoring access to the City's information technology environment,system level
accounts,groups,usernames and passwords,application level access and the level of access,
and hardware(wheee applicable)and software protection systems.Identify security risks,and •
recommend procedures to minimize or eliminate them,including user training and awareness
of security issues.
SIGMAnet Response•- Confirmed. SIGMAnet performs and analysis on issues and risks
associated•with any aspect of the services. As a high level, this process is governed by
management and executed by the staff. Initially the team will perform an assessment as it
applies to the subject at hand. Next,SIGMAnet will assess the impact/interruption to the vital
business functions, processes and services.We then will identify threats and dependencies to
the business environment.SIGMAnet will then mitigate the risk based on a feasibility review and
identify and implement risk mitigation measures.We assign the severity level to the issue or risk
while documenting the risk and notifying the stakeholders involved.Out team utilizes ITIL v3 as a
governance framework to identify,process,and mitigate the risk.Moreover,our tools provide in
depth monitoring of devices empowering the team to assist with protecting the City.
Our transition in other City's has never resulted in any loss of downtime,systems offline,or any
outages during the City's production and work schedule.All outage effecting transition items will
be performed after hours or weekends.Each transition item that has an outage impacting a test
plan is in place to ensure all functionality is in place after the transition is completed.A sign off
from city staff will be required to sign off that everything is functioning properly.
- Shall provide up-to-date information on all network and server Add/Remove/Changes and all
network configurations, log-in and passwords to City representative.
SIGMAnet Response-Confirmed.SIGMAnet's tools provide robust reporting,knowledge
retention,and change management.SIGMAnet uses processes and systems to track
adds/moves/changes for tracking and informational purposes.
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• Develop emergency recovery plan.
SIGMAnet Response—Confirmed.SIGMAnet will develop an emergency recovery plan in
concert with the City. It's valuable to work as a cohesive team to develop contingency based
plans around emergency situations.SIGMAnet's team has developed plans with other City's to
take into account all aspects of IT operability when it comes to incidents of a critical nature.
• Manage the City's wireless infrastructure.
SIGMAnet Response—Confirmed.SIGMAnet's monitoring and management tool is a system
that integrates into other systems which makes it robust and high performing.Our tool is a
world-class tool with sophisticated features that enable expansive visibility into the wireless
environment. Moreover,SIGMAnet has additional tools that complement our infrastructure
•
tool which provides additional support tools for more options.SIGMAnet provides highly
trained and certified Wi-Fi engineers to maintain,administer.Configure and ensures the Wi-Fi
infrastructure is operating at a high performance and trouble free.
• Provide remote system monitoring in accordance with City policies and procedures.
SIGMAnet Response - Confirmed. SIGMAnet provides support for several City's today and our
approach to this level of support is a 24x7x365 Service Desk and Network Operations Center that
utilizes ITIL V3 process frameworks focusing on the service lifecycle and the way that service
management components are structured and linked.The Service Desk acts as the first line of support
and actively routing incidents to specialists and Subject Matter Experts (SMEs). SIGMAnet's Service
Desk places great emphasis on the timely handling of the processes required to prevent and resolve
incidents.
Our incident Management keeps a record of incidents for reporting purposes and integrates with
other processes to drive continuous improvement. Our Service Desk works in unison with our other
supporting processes so sufficient information is available to categorize and prioritize each incident
and correlate and associate these incidents with business service levels. Our processes can include:
logging,categorization, prioritization,investigation and diagnosis,escalation,resolution and recovery,
and closure.
All services within the city's infrastructure and application performance will be monitored with our
world class monitoring tools to include devices, application, cloud, and circuits from the telco
provider. SIGMAnet operates and installs several monitoring tools within the city's infrastructure to
maintain a pro-active and predictive troubleshooting environment.
• Provide for after-hours calls with a response time within 2 hours of the time requested for
emergencies. The City would prefer to have a response time within ihour when such calls come
from the Police Department. If there is a higher cost associated with this preference,please
provide a quote under a separate line of your cost proposal.
SIGMAnet Response—Confirmed.SIGMAnet's Service Level Agreement can be customized to
accommodate the city where needed,SIGMAnet will be providing a 24x7x365x3 always on-
service from our network operations center located in Ontario,San Diego,and Las Vegas.Our
standard response time is 15 minutes for Sev 1 and Sev 2 issues along with the Cities police and
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fire departments.Sev 2 and Sev 3 are 1 hour responses and change request are responded to
within 8 hours.An SLO(Service Level Objection)will be agreed upon between the City and
SIGMAnet during the contract negotiation process for items needing to be customized with the
city and its overall requirements.
• Assist with computer and printer hardware diagnostics support.
SIGMAnet Response-Confirmed.SIGMAnet's certified technicians are trained in
computer/printer diagnostics and repair to support the City's printer inventory.AD
technicians are both Microsoft and Apple certified.We also provide repair to all hardware
computers and certain printer platforms.
• Assist with the necessary application software(both in-house developed software and
purchased software) support.
SIGMAnet Response-Confirmed.SIGMAnet will assist the City with applications.This support
will be based on common platforms.Should there be custom software SIGMAnet would need
the city to provide some training and guidance around the specific customization of the
application platform
• Assist with installation/upgrade of necessary systems and application software at the
workstations and servers including automated patch management for networked and
standalone devices.
SIGMAnet Response-Confirmed.SIGMAnet uses a tool backed with engineering oversight to
provide this for the City such as automated patch management for devices.SIGMAnet has
operational processes and procedure to ensure efficiency in installing software,patches,and
images.This will be provided both on a scheduled or on-demand basis.The on-demand can be
determined by security,vulnerabilities,and other items they may predicate a non-scheduled
patch,software,or IOS upgrade.
• Provide database management support.
SIGMAnet Response-Confirmed.SIGMAnet will provide database support to the City.Our
primary core support is with Microsoft SQL.
• Assist with day-to-day MIS operations and functions such as computer support,
backups, report distribution, etc.
SIGMAnet Response-Confirmed.SIGMAnet will assist with day-to-day MIS operations and
functions this is a function of our services desk and infrastructure operations.
• Assist with evaluation and recommendations in regards to software and hardware
purchases.Compile hardware and software upgrade schedules.Work with the City's
representative to recommend a budget for the purchase of equipment,supplies, and other
products or services as needed and purchase of such equipment,supplies and products or
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services.
SIGMAnet Response—Confirmed.SIGMAnet will assist with the evaluation of software and
hardware purchases, upgrade schedules
• Assist with maintaining and verifying hardware/software inventory of the City's
computer systems.
SIGMAnet Response-Confirmed.SIGMAnet's tools will provide detailed information into the
City's inventory.We will provide a full lifecycle of inventory management to the city.The
portal will be maintained by SIGMAnet and the city will have access to reporting and views
needed by the city.
• Maintain all licensing agreements.
SIGMAnet Response-Confirmed.SIGMAnet will assist with maintaining the licensing
agreements.
• Assist with the evaluation and development of long-range information systems
planning to meet the needs of the City.
SIGMAnet Response-Confirmed.SIGMAnet will assist with the evaluation and development
of long-range information systems and provide consultation in this area.
• Assist the City in selecting appropriate technology solution(s) and vendor(s) based on current
market technologies and industry standards.
SIGMAnet Response—Confirmed.SIGMAnet currently works with other Cities to provide the
same consultative based support in selecting the appropriate technology solutions and
vendors based on the City's planning needs annual budgets.
• Assist with coordination with any third partyvendor(s)with issues that pertain to
Information systems/technology issues.
SIGMAnet Response—Confirmed.SIGMAnet will assist as a performing liaison for the City
regarding 3rd party communication and activities.
• Work with the City's representative to review information systems guidelines, policies and
procedures.
SIGMAnet Response—Confirmed.SIGMAnet will work with the City to review information
systems guidelines,policies,and procedures.SIGMAnet will also provide best practices and
ideas from other cities where guidelines are similar and impacts are being made in other
cities.
• Recommend,implement,and support E-GOV applications.
SIGMAnet Response-Confirmed.SIGMAnet has experience with E-GOV applications through
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our relationships and government outsourcing of 20+government customers to SIGMAnet.
• Develop,implement,manage and assist with a Helpdesk Management System to address
the customer service needs of City staff.
SIGMAnet Response-Confirmed.Our Service Desk is staffed with Tier I/Tier II technicians and
engineers that have vast experience in assisting customers and City's with Service Desk
support.SIGMAnet will provide the city with a full integrated helpdesk to track SLA's, End User
requests,and metrics to manage the day to day demand of the helpdesk.
• Maintain the City's network security and integrity.
SIGMAnet Response - Confirmed. SIGMAnet performs analysis on issues and risks associated with
any aspect of the services.At a high level,this process is governed by management and executed by
the staff. Initially the team will perform an assessment as it applies to the subject at hand. Next,
SIGMAnet will assess the impact/interruption to the vital business functions, processes and services.
We then will identify threats and dependencies to the business environment. SIGMAnet will then .
mitigate the risk based on a feasibility review and identify and implement risk mitigation measures.
We assign the severity level to the issue or risk while documenting the risk and notifying the
stakeholders involved. Out team utilizes ITIL v3 as a governance framework to identify, process, and
mitigate the risk.
Our transition in other City's has never resulted in any loss of downtime, systems offline, or any
outages during the City's production and work schedule.All outage effecting transition items will be
performed after hours or weekends. Each transition item that has an outage impacting a test plan is
in place to ensure all functionality is in place after the transition is completed.A sign off from city staff
will be required to sign off that everything is functioning properly.
SIGMAnet will manage the city's firewalls, harden ports, and ensure proper configurations are in
place. SIGMAnet will support the city with creating policies to its end-users and perform annual
security awareness trainings.
As the world advances SIGMAnet will advise the city on new technologies helping to ensure the
security policy and infrastructure is kept up to date and aligned with market trends and outside
vulnerabilities.
• Manage and maintain the Active Directory Management for four(4)separate domains.
SIGMAnet Response-Confirmed.SIGMAnet will manage and maintain AD for(4)separate
domains and other domains that may be added during the life of the contract.
• Manage group policy setup/configurations, user profiles, maintain/monitor staff
internet activity;grant/deny access via 8e6,anti-virus system wide including
investigation of virus activity& outbreaks.
SIGMAnet Response-Confirmed.
• Manage and maintain the City's website, Intranet site creations and daily updates,
provide a system for Help Desk support and tracking of requests.
SIGMAnet Response-Confirmed.SIGMAnet currently maintains other City websites.
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SIGMAnet will provide an enterprise class ticketing system for requests and incidents.
• Develop and manage computer equipment inventory lists and asset tracking including
hardware replacement cycle. Manage and oversee transfer of all computer related
equipment and hardware to surplus.
SIGMAnet Response-Confirmed.SIGMAnet's asset management team has managed
customer's inventory for over a decade using people,processes,and systems to track asset
lifecycle.The team will add tremendous value and insight into tracking assets and their
replacement cycles.Our asset management system along with our team provides a great
platform to track assets from the beginning to the device end of life.
• Install workstations, install required software, connect the computers and set up access to
Network and applications. Install, repair or make arrangements for the repair of all City
printers and other peripherals support.
SIGMAnet Response-Confirmed.SIGMAnet's technical team is certified to perform these
types of tasks.
• Manage and maintain e-mail SPAM filter.
SIGMAnet Response-Confirmed.SIGMAnet will manage and maintain the City's e-mail SPAM
filter.
• Manage the storage management software.
SIGMAnet Response-Confirmed.SIGMAnet will manage the storage management software
owned by the City.
• Create system images of hard drives for future issues and updates.
SIGMAnet Response-Confirmed.SIGMAnet will create system images of hard drives for
future issues and updates.The City and SIGMAnet will determine level of frequency in which
images are created.
• Assist all users with any hardware/software necessary.
SIGMAnet Response-Confirmed.SIGMAnet will assist users with City provided
hardware/software list.
• Manage, install and maintain older systems with newer versions of hardware/software as
needed.
SIGMAnet Response—Confirmed.SIGMAnet's Lifecycle services will maintain versions
through the life of systems.
• 24X7 support for all critical systems including Police and Fire Departments.
SIGMAnet Response-Confirmed.SIGMAnet will prioritize systems for fire and police but will
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be providing multiple monitoring tools to the entire city to ensure the platform is predictively
and proactively managing the entire city's infrastructure and systems.
• Manage and maintain all information technology issues for staff and public PC's including
the Museum,Senior Center,City Hall,Police,Fire,Recreation and Public Works Services.
SIGMAnet Response—Confirmed.Our operations and onsite support will manage all
locations,SIGMAnet will also deploy tools to monitor all systems in each location.
• Maintain and trouble shoot connections with the Los Angeles Sheriff's Department data
network and California Dept.of Justice in accordance with their requirements.
SIGMAnet Response-Confirmed.
•
• Maintain and manage VMWare software (virtual servers).
SIGMAnet Response-Confirmed.We are a certified VMware provider and have a lot of
certification and engineers experienced to maintain VMware and the overall platform.
• Management of offsite storage tracking and maintain back-ups for all data at all city
facilities.
SIGMAnet Response-Confirmed.SIGMAnet will provide management of offsite storage
tracking and maintain back-ups for all data at all City facilities.SIGMAnet will monitor the
back-ups.Should the nightly back-ups fail.SIGMAnet will provide full remediation to ensure all
back-ups are in place.
• Cable installation and relocation including troubleshooting cable and jack issues
throughout the City including minor telephone issues.
SIGMAnet Response-Confirmed.SIGMAnet Cabling Division will help maintain and
installation including troubleshooting and repair for the City. New installation would be an
additional charge,repair would be included in the agreement.
• • Manage and maintain remote access support(VPN,OWA)for vendors and City staff.
SIGMAnet Response-Confirmed.SIGMAnet will manage remote access for vendors and City
staff.
• Assist staff with system set ups for meetings and training sessions including the use of any
software. Create tutorials for users on how to do requested tasks.
SIGMAnet Response-Confirmed.SIGMAnet has a methodology to assist staff with system
setups and the overall adoption of the technology that SIGMAnet will support the user with.
• Develop and prepare Adhoc reports,Crystal reports programming for Cititech,custom
reports for various departments.
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SIGMAnet Response-Confirmed.SIGMAnet can provide Crystal reports,however SIGMAnet
may require additional information for specific reporting needs as it applies to specific city
applications.SIGMAnet can work direct with the application provider to develop and maintain
reports.
• Assistance with cellphone/smart phone troubleshooting.
SIGMAnet Response-Confirmed.
• Manage all applications such asPSNET,Laserfiche,HDL,Fire RMS,MSOffice,etc.including
SQL databases;database Administration, project management.
SIGMAnet Response-Confirmed.
• Coordinate and perform essential purchasing duties in accordance with established rules
and regulations as it relates to information technology services. Prepare and submit
information technology budget.
SIGMAnet Response—SIGMAnet will assist in quoting IT products,software and services.
however SIGMAnet would rely on the city's purchasing department to process the necessary
paperwork to authorize the purchase and process the Purchase order.SIGMAnet will support
the city with performing an annual audit and budget.
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•
Exhibit "B"
SCHEDULE OF SERVICES
The Term of this Agreement shall be from September 1, 2015 through July 31, 2018
with the option to renew on a year-by-year basis for a maximum of three (3) additional
one-year periods through July 31, 2021.
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Exhibit "C"
COMPENSATION
Compensation for SIGMAnet, Inc. services to be as follows:
A flat fee of$23,900.00 per month for all services indicated in Exhibit "A" attached.
Total Annual Costs/for initial three (3) year period not to exceed $286,800.00 or as
follows:
Annual Cost Annual Cost Annual Cost
Year 1 Year 2 Year 3
$286,800 $286,800 $286,800
Additional Services — Hourly Rates:
Description Hourly Cost
Project Manager $ 105.00
Project Coordinator $ 65.00
Technician I $ 65.00
Technician II $ 75.00
Technician III $ 85.00
Systems Engineer I $ 125.00
Systems Engineer II $ 145.00
Systems Engineer III $ 175.00
Network Engineer I $ 125.00
Network Engineer II $ 165.00
Network Engineer III $ 185.00
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