Loading...
CONTRACT 4496 Professional Services AgreementAgreement No. 4496 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND DIGITAL HEALTH DEPARTMENT, INC. THIS AGREEMENT, is entered into this 1st day of October , 20 13 , by and between CITY OF EL SEGUNDO, a municipal corporation ("CITY") and DIGITAL HEALTH DEPARTMENT, INC., a Georgia Corporation ("CONSULTANT"). 1. CONSIDERATION. X As partial consideration, CONSULTANT agrees to perform the scope of services attached as Exhibits "A," "Al," and "B," and incorporated herein ("SERVICES"). The SERVICES include installing and maintaining a software program for various tasks associated with the Digital Health Department Environmental Health Data Management System ("SOFTWARE"). B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY will pay CONSULTANT the compensation set forth in Exhibit A, but in no event more than twenty-two thousand dollars ($22,000.00). D. CITY will not be liable for any costs or expenses exceeding the sum paid to CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by the Parties and by written amendment to this Agreement. 2. TERM. The term of this Agreement will be for one (1) year. This Agreement will automatically renew, on an annual basis, on its anniversary date unless otherwise terminated. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 8. 3. WARRANTIES. CONSULTANT represents and warrants that: A. The SOFTWARE is the result of CONSULTANT's sole efforts unless otherwise stipulated as a collaboration; B. Except as otherwise disclosed in writing to CITY, the SOFTWARE is unique and original and does not infringe upon any copyright or patent; and Page 1 of 9 Agreement No. 4496 C, All SOFTWARE installed by CONSULTANT will be maintained of defects and bugs according to that specified in Exhibit B. 4. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED. A. CONSULTANT understands and agrees that CONSULTANT's use of any "self- help" or "malicious" codes, as defined by this Section, is prohibited and constitutes an "unfair business practice" as defined by California law. Notwithstanding any other provision of this Agreement that limits CONSULTANT's liability, CONSULTANT will be fully liable for all penalties and damages arising from use of a self-help or malicious code. B. "Self-help code" means any back -door, time -bomb, drop -dead, time-out, lock -up, slow -down, data freezing, logic bombs, or other software routine, code, devices, techniques intended to disable, slow, prevent operation of, or otherwise interfere with or change any operation of any computer system, software or other property automatically with the passage of time or under the prior instruction, triggering event or control of someone other than Client. C. "Malicious Code" means any virus, "spyware," "Trojan horse," "worm," "Easter egg," "cancelbot," "trapdoor," or other unapproved or malicious software routine, code, command, device, technique, or instruction or other contaminant intended to i. Permit unauthorized access to, detection of, modification of, or monitoring of any code, system, or data; i.. Alter, supplement, disable, erase, limit, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, shut down or delete, threaten, slow or otherwise inhibit the functioning of, or otherwise harm any of the code, documentation or data or any computer system, software or other property; iii. Render any data irretrievable, modified, or disrupted so as to be unreliable in any regard; iv. Perform any other unauthorized action, or prevent, limit, condition or inhibit performance of authorized actions or any function including, without limitation, to its security or end user data. 5. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying with any and all applicable Federal, State, County, and Municipal laws and regulations and the conditions of any required licenses and permits before entering into this Agreement. Such compliance will be at CONSULTANT's sole cost and without any increase in price or time on account of such compliance, regardless of whether compliance would require additional labor, equipment, and/or materials not expressly provided for in the Agreement or CONSULTANT's proposal. Page 2 of 9 Agreement No. 4496 6. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. iii. Intellectual Property Infringement. Notwithstanding any provision to the contrary, CONSULTANT will, at its own expense, indemnify and defend CITY against any claim that CONSULTANT's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CONSULTANT will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, CITY must (a) give CONSULTANT prompt written notice of any such claim; and (b) allow CONSULTANT to control, and fully cooperate with CONSULTANT in the defense and all related settlement negotiations. CITY agrees that if the use of CONSULTANT's services or work product becomes, or CONSULTANT believes is likely to become, the subject of such an intellectual property claim, CITY will permit CONSULTANT, at its option and expense, either to secure the right for CITY to continue Page 3 of 9 Agreement No. 4496 7. using CONSULTANT's services and work product or to replace it with comparable services and work product. B. For purposes of this section "CITY" includes CITY's elected and appointed officials, officers, employees, and volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 6, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Consultant will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability: Professional Liability Workers compensation Limits (combined single) $1,000,000 $1,000,000 Statutory requirement. B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," Consultant will continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated ("extended insurance"). Such extended insurance will have the same Page 4 of 9 Agreement No. 4496 coverage and limits as the policy that was in effect during the term of this Agreement, and will cover Consultant for all claims made by City arising out of any errors or omissions of Consultant, or its officers, employees or agents during the time this Agreement was in effect. D. Consultant will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VH." E. Should Consultant, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Consultant's expense and deduct the cost of such insurance from payments due to Consultant under this Agreement or terminate. 8. TERMINATION OF AGREEMENT A. During the term of this Agreement, CITY may, in its sole discretion, terminate this Agreement with or without cause by giving written notice to CONSULTANT. Termination will become effective immediately upon the giving of notice as provided in this section of the Agreement, The City Manager may exercise such right of termination on behalf of CITY. B. Except as otherwise provided, upon termination of this Agreement, CITY will be liable to CONSULTANT only for all work done by CONSULTANT up to and including the date of termination of this Agreement unless the termination is for cause, in which event CONSULTANT need be compensated only to the extent required by law. 9. NOTICES A. CONSULTANT will notify CITY of changes in address. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows: To CITY: Fire Chief El Segundo Fire Department 314 Main Street El Segundo, CA 90245 Page 5 of 9 Agreement No. 4496 To CONSULTANT: Digital Health Department, Inc. Attn: Contracts Department 7506 E. Independence Blvd., #105 Charlotte, NC 28227 and, when addressed in accordance with this paragraph, will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 10. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including CONSULTANT's subcontractors, will maintain records and other evidence of all expenses incurred in the performance of this Agreement for a period of three (3) years after completion. CITY or any of its duly authorized representatives will, for the purpose of audit and examination, have access to and be permitted to inspect such records and other evidence of expenses and costs charged to CITY and/or incurred for work related to SERVICES. For purposes of audit, the date of completion of the Agreement will be the date of CITY' S payment for CONSULTANT's final billing (so noted on invoice) under this Agreement. 11. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 12. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's subconsultants, employees, agents, and representatives, will act as independent contractors while performing the SERVICES and will have control of CONSULTANT's work and the manner in which it is performed, except as is otherwise provided herein. CONSULTANT will be free to contract for other services performed during the term of this Agreement. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. 13. ASSIGNMENT. An essential element of this Agreement is the skill and creativity of CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of the work to a third party for the production of the work without CITY's prior written consent. Failure to conform to this provision may result in termination of the Agreement. 14. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: Page 6 of 9 Agreement No. 4496 A. Exhibits A, Al: Scope of Work/Budget; B. Exhibit B: Additional Terms and Conditions; and C. CONSULTANT's Proposal for Services. 15. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the Parties' entire understanding. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are three (3) attachments to this Agreement. Except as otherwise provided, this Agreement will bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns. 16. MODIFICATION. No alteration, change or modification of the terms of the Agreement will be valid unless made in writing and signed by both Parties hereto and approved by appropriate action of CITY. The city manager may exercise this authority on behalf of CITY. 17. FACSIMILE SIGNATURES FOR SUBSEQUENT AGREEMENTS. The Parties agree that agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature.. 18. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with CONSULTANT's Taxpayer Identification Number. 19. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that CONSULTANT has demonstrated trustworthiness and possesses the quality, fitness, and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that CONSULTANT's financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private parties, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency. 20. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character. The payment or acceptance of fees for any period after a default will not be deemed a waiver of any right or acceptance of defective performance. 21. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. Page 7 of 9 Agreement No. 4496 22, TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 23. FORCE MAJEURE. Should performance of this Agreement be prevented dire to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either parry to the other. 24. INTERPRETATION, VENUE. This Agreement and its performance will be governed, interpreted, construed and regulated by the laws of the State of California. Exclusive venue for any action involving this Agreement will be in Los Angeles County. [SIGNATURES ON NEXT PAGE] Agreement No. 4496 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. ary OF SECH. DO Greg Cal ter, C 'r ger City Maier Taxpayer ID No, APPROVED AS TO FORM: ll�l MARK D. HENSLEY, City Attorney By: Karl HT Brger, Assistant City Attomey Page: 9 of 9 Agreement No. 4496 SCOPE OF SERVICES A. Client retains DHDI to perform, and DHDI agrees to perform, the services set forth in the Implementation SOW and Maintenance SOW. The services to be performed under the Implementation SOW are referred to herein as the *Imp12mpntaV9n I " The services to �e performed under the Maintenance SOW are referred to herein as the "Malnterl ce Servlc s."' Thlmplementation Services and the Maintenance Services are collectively referred to as "§e _'cas" in tins Agreement. Client agrees to provide reasonable assistance to facilitate the performance of the Services. In the event of a conflict between the terms of the Agreement and the terms of any SOW, the terms in this Agreement prevail unless expressly provided to the contrary in the SOW. B. DHDI must provide a site license for the Digital Health Department Environmental Health Data Management System (the "DHD System") for Client. In addition, DHDI will provide database and application server hardware, training of Client staff in the use of the DHD System, and other services specified in the Implementation SOW. C. DHDI will work with Client to configure the system fields and to customize modules to reasonably accommodate Client's policies and data gathering practices. The final system will include each program and support the business requirements outlined in the Implementation SOW. D. The scope, timing, pricing and other terms of any Services may be changed only by a fully executed and revised SOW that replaces an existing SOW or by a fully executed change order that amends an existing SOW. Notwithstanding the foregoing, to the extent a change is dictated by law, DHDI may implement such change immediately and provide reasonable notice to Client thereafter. DHDI has no obligation to commence work in connection with any change until the fee and/or schedule impact of the change is agreed upon by the parties in writing. E. Maintenance Services during the first Maintenance Renewal Term will be at the annual maintenance fee in effect at the end of the initial term plus an increase identified by DHDI, but not more than fifteen percent (15%), with such cost to escalate at up to five percent (5%) for each Renewal Term thereafter. II, PAYMENT FOR SERVICES A. In consideration of the Implementation Services, Client agrees to pay DHDI, and DHDI agrees to accept, the fees and expense reimbursement (the "Implementation Fees") in accordance with the fee schedule set forth in the Implementation SOW (the "Implementation Fee Schedule'). B. In consideration of the Maintenance Services, Client agrees to pay DHDI, and DHDI agrees to accept, the fees and expense reimbursement (the "Maintenance Fees") in accordance with the fee schedule set forth in the Implementation SOW (the "Maintenance Fee Schedule"). The Implementation Fee Schedule and the Maintenance Fee Schedule are collectively referred to herein as the "Fee Schedules . C. As more particularly described on the Implementation Fee Schedule, the total anticipated Implementation Fees is $15,500.00, As more particularly described on the Maintenance Fee Schedule, the total anticipated Maintenance Fees during the initial term for Maintenance Services is $6,500.00. Accordingly, the total anticipated Implementation Fees and Maintenance Fees (during the initial term for Maintenance Services) is $22,000.00. Nothing in this Section III is intended by the parties to create a cap on the fees and expenses that would otherwise be due under an SOW. D. DHDI will Invoice Client monthly or at such other more frequent intervals as may be set forth in the applicable Fee Schedule and payment therefor shall be made in United States dollars within thirty (30) days of the invoice date. Any retainer, deposit or other billing to be paid by Client before DHDI performs any Services must be set forth on the applicable Fee Schedule. E. Invoices submitted by DHDI must be accompanied with reasonably detailed supporting information and documentation. F. To the extent that DHDI is delayed in performing Services as a result of Client's acts or omissions, DHDI reserves the right to invoice Client based on original timelines. El Segundo, CA AGREEMENT #001-05-ELSEG-1 I-CUPA-0001 Page 1 of Agreement No. 4496 G. Any amount not paid when due bears a late payment charge, until paid, in an amount equal to 2% per month or, if lower, the maximum rate allowed by law. In the event Client fails to pay any invoiced amount within thirty (30) days after the date of the invoice, DHDI has the right to suspend the performance of some or all of the Services, and Client's failure to pay is sufficient cause for immediate termination of this Agreement by DHDI. H. All fees are exclusive of all taxes, duties, and assessments, all of which will be paid by Client. If Client is exempt from paying sales or use taxes, it must provide DHDI a tax-exempt certificate. III, REGENERATION OF LOST OR DAMAGED DATA A. With respect to any Client data that DHDI loses or damages, DHDI must, at its own expense, promptly replace or regenerate such data from Client's machine-readable supporting material, or obtain, at DHDI's own expense, a new machine-readable copy of the lost or damaged data from Client's data sources. IV. RIGHTS IN DATA AND WORKS A. License 1. License. Subject to the terms and conditions of this Agreement, DHDI grants Client a limited, nontransferable, nonexclusive license to use the SOW Deliverables (as hereinafter defined). 2. Password Access. DHDI must issue authorized employees and agents of Client a user authorization device ("Password") which will permit access to and use of certain SOW Deliverables. Ownership of each Password remains with DHDI. DHDI may terminate any and all Passwords upon the expiration or earlier termination of this Agreement or in the event of an uncured breach by Client of this Agreement. DHDI may also immediately terminate a Password in the event that DHDI reasonably believes that such Password is being used other than in accordance with this Agreement. Client agrees that all Passwords remain confidential and can be used only by the employees or agents to whom they have been assigned. Client must notify DHDI immediately in the event Client has reason to believe that the confidentiality of any Password may have been compromised and take all action reasonably necessary to stop any unauthorized use of the Password or access to or use of the SOW Deliverable. To be considered an authorized user ("Authorized User"), an individual must have been assigned a Password and must be using the SOW Deliverable in accordance with this Agreement. 3. Additional Restrictions. In addition to the restrictions on use set forth in Section VI.A.2, Client agrees that it will not (a) use any SOW Deliverables to provide services under any name other than that of Client; (b) use any SOW Deliverables to process the data of third parties without DHDI's prior written consent which consent may be withheld in DHDI's sole discretion; (c) use any SOW Deliverables in the operation of a service bureau; (d) modify or change any SOW Deliverables; or (e) decompile, disassemble or otherwise reverse engineer any SOW Deliverables. Client further agrees that each SOW Deliverable is proprietary to DHDI. For those items marked as "confidential" by DHDI, Client agrees to take reasonable action to protect such SOW Deliverables in accordance with this section.. Client, its agents and its employees will not use, disclose — except as required by law — or otherwise communicate any information with respect to the SOW Deliverable, including without limitation its functionality, which might enable the copying of all or any portion of the SOW Deliverable. Client agrees to take reasonable action to protect the confidentiality of all Passwords and SOW Deliverables. B. Proprietary Rights Exclusive of Client Content (as hereinafter defined), DHDI retains all right, title and interest (including copyright and other proprietary or intellectual property rights) in all work product produced by DHDI of any type whatsoever, whether tangible or Intangible, which DHDI invents, creates, composes, authors, discovers or otherwise produces hereunder or under an SOW ("SOW Deliverables"), including, without limitation, all software (including, without limitation, software developed by DHDI using software owned by a third party), code (including, without limitation, HTML computer programmingtformatting code, any files necessary to make image maps function, and any server code) and documentation (including, without limitation, tangible materials that related to the code, including materials useful for design such as logic manuals, El Segundo, CA AGREEMENT #001-05-ELSEG-II-CUPA-0001 Page 2 of 4 Agreement No. 4496 flow charts and principles of operation), and including without limitation all legally protectable elements, or derivative works thereto, whether or not paid for wholly or in part by Client, whether or not developed in conjunction with Client, and whether or not developed by DHDI, Client or any DHDI, subcontractor or agent for DHDI or Client. The foregoing will not be considered works made for hire and DHDI will own all right, title and interest to each such SOW Deliverable. 2. Client Ownership. Client retains all right, title and interest (including copyright and other proprietary or intellectual property rights) in all computer programs, files, documentation, media, related material and any other material and content that is owned by Client and provided to DHDI (the "Client Contenn. 3. Proprietary Notices. DHDI may place copyright and/or proprietary notices, including hypertext links within SOW Deliverables. Client may not alter or remove such notices without DHDI's written permission. 4. Limitations. Client will not provide to DHDI any Client Content that may be defamatory, or that actually or potentially infringes or misappropriates the copyright, trademark, or proprietary or intellectual property right of any person. 5. Data. Within thirty (30) days after the expiration of this Agreement and payment in full by Client to DHDI of all sums due under this Agreement, DHDI will release to Client data contained in the DHD System to a third party format (e.g., Access, Excel, CSV). V. ACCEPTANCE OF SOFTWARE A. All SOW Deliverables provided by DHDI pursuant to this Agreement must function to meet the requirements set forth in the SOW. In connection therewith, DHDI must provide Client with a project plan, which includes testing of applications with step-by-step procedures that verify functionality and reliability of all software furnished and installed by DHDI pursuant to this Agreement. B. The Client's Project Director must provide DHDI with a written acceptance letter upon satisfactory completion of the test period for each purchased application. C. "Final Acceptance" is achieved when 1) all hardware, software and system components purchased under the terms of this Agreement and meeting the requirements of the finalized requirements approved and signed by Client have been successfully installed, tested and accepted by the Client; 2) all software modifications listed in the finalized requirements approved and signed by Client have been successfully completed, tested and accepted by the Client; 3) all user documentation is verified to be materially complete and current with the systems installed, provided to and approved by the Client; 4) all user and system training as described in the Implementation SOW has been completed to the reasonable satisfaction of the Client; 5) all testing plans have been executed and approved by the Client. Upon satisfaction of the foregoing, the Client will execute a written document acknowledging that Final Acceptance has been achieved. VI. DISCLAIMERS AND LIMITATION OF LIABILITY A. DHDI cannot and does not control the flow of information to or from DHDI's network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Client's connections to the Internet or portions thereof. DHDI cannot guarantee that such events will not occur. Accordingly, DHDI disclaims any and all liability resulting from or related to such events. B. Client acknowledges that it is not possible to guarantee against data loss or damage. DHDI accepts responsibility for any data loss or damage that occurs as a direct result of DHDI's negligence or failure to comply with any security procedures, guidelines or technology currently recognized as industry standard (defined as deploying standard critical OS or database patches and software upgrades). In addition to all other security measures on the DHD System network, 12-bit SSL encryption will be used on any sensitive data, such as usernames and passwords, personal Client data or any information that would not fall under public record laws. El Segundo, CA AGREEMENT #001-05-ELSEG-II-CUPA-0001 Page 3 of 4 Agreement No. 4496 C. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, DHDI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF, ANY SERVICE, SOFTWARE, OR OTHER MATERIALS PROVIDED UNDER ANY SOW. DHDI DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR -FREE. CLIENT ACKNOWLEDGES THAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND RECOGNIZES AND AGREES THAT THIS PROVISION IS AN INTEGRAL PART OF DHDI'S PRICING AND AN IMPORTANT FACTOR IN ITS WILLINGNESS TO PERFORM SERVICES HEREUNDER. D. DHDI SHALL NOT BE LIABLE TO CLIENT FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR UNFORSEEABLE, INCLUDING WITHOUT LIMITATION LOST REVENUES, LOST PROFITS, LOSS OF SAVINGS, LOSS OF GOODWILL, LOSS OR TIME, LOSS OF BUSINESS, OR LOSS OF DATA ARISING OUT OF USE OF THE SERVICES OR THE SYSTEM (INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT) EVEN IF NOTIFIED OF THE POSSIBLITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, REGARDLESS IF SUCH DAMAGES ARE BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABLITY, PRODUCTS LIABILITY OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL DHDI'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO DHDI UNDER THE SOW FROM WHICH THE CLAIM ARISES. CLIENT ACKNOWLEDGES THAT THE FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT DHDI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. VII. AUDIT A. DHDI shall, upon request and expense of the Client, provide Client such documentation, records, information and data and response to such inquiries and shall fully cooperate with internal and/or independent auditors designated by Client and permit such auditors to have access to, examine and copy all records, documents, reports and financial statements to assure or monitor payments to DHDI under this Agreement. Client's right of inspection and audit pursuant to this Agreement shall remain in full force and effect for a period of three (3) years after the close of DHDI's fiscal year in which any funds or payment was received from Client under this Agreement. El Segundo, CA AGREEMENT #001-05-ELSEG-I I-CUPA-0001 Page 4 of 4 Agreement No. 4496 Exhibit Al Implementation Statement of Work EI Segundo CA ATTACHMENT& AGREEMENT #001-05-ELSEG-1 1-CUPA-0001 Page 1 of 13 Agreement No. 4496 Implementation Statement of Work Changes to this Statement of Work will be processed in accordance with the procedure described in Section Ka: Project Change Control Procedures. A. Project Scope The Client and DHDI will use a number of specific dimensions to detail the scope of the implementation project so that the project boundaries, staffing estimates, and schedule are maintained. This project will be completed in two phases. The first phase of the project will consist of all Client administrative business modules and databases to support all office functions for all Environmental Health Programs. The second phase of the project will be implementing the field components associated with these programs. These components will be designed and implemented after Phase 1 modules are live. 1. CUPA Platform System The CUPA Platform System provides core CUPA modules that comply with California State regulations and can operate without additional modules, features, customizations, or configurations. Each module includes standard logic that adds to the advanced functionality of the system and remains unchanged throughout the configuration process. The CUPA Platform System will be AB 2286 compliant for data collection, retention, and reporting as required by the statute, and in conformance with the current and subsequent amendments to the Data Dictionary and Unified Program Consolidated Forms found in Title 27, Division 3, Subdivision 1, Chapters 5 and 6 of the California Code of Regulations. 2. Configurations Clients are able to configure the fields in the individual CUPA Platform modules to collect local information. The additional fields can be of any type and length, and can include specific auto -formatting: phone numbers (xxx-xxx-xxxx) and social security numbers (xxx-xx-xxxx), for example. Each field will be fully integrated into the CUPA Platform System, including the Reporting and Analysis module. These configurations will consist of field changes only and do not include the addition of logic or functionality to the CUPA Platform System. Any enhancements required by Client that affect the core logic and/or functionality of the CUPA Platform System will be quoted on a case -by -case basis at the standard hourly rate. 3. Data Import DHDI will import into the CUPA system data from any industry -standard source — e.g. text file, CSV, MS Excel, MS Access, SQL. DHDI will collect a sample or subset of the Client's data near the end of the development phase. Using the Entity Relationship Diagram (ERD) and data map created by DHDI with the assistance of Client as necessary, DHDI will create the conversion scripts to import that set of data into the Client System for testing purposes. Once the Client System is in the testing phase and the data set is uploaded into the Staging environment, Client can test the system and the data at one time. DHDI will convert all existing Client data available in an industry -standard format — e.g. MS Access, MS Excel, CSV, DBF, Microsoft SQL Server, etc. — into a new relational database with unique fields, maintaining all existing relationships and creating new relationships when necessary. At the end of the testing phase, the Client will accept the Client System and Client Data. DHDI project team will work with Client and Client's IT staff to determine the best date to supply the final data set for the live Client System. DHDI will allow Client access to a secure FTP site so that Client can upload the data immediately. DHDI will run the conversion scripts that were approved during the testing process and migrate all Client System code and data to the production servers. DHDI recommends that the Client retain access to their existing system for reference. Once the conversion scripts are completed and the data set is approved by Client, any changes in the data format or delivery method that are initiated by the Client will delay the conversion process and result in a delay in delivering the final data conversion. No changes in the data format or delivery method should be made after the conversion scripts are completed and approved by Client unless agreed to in writing by both parties. After the import is finalized and approved by the client, the final data set must match the format and layout of the sample data set exactly, or additional charges will occur. a) Extract Programs For the Client legacy data stored in MS Access, MS Excel, SQL Database, or CSV list, the Client can copy the entire database/document to the secure FTP site provided by DHDI. In these cases, the Client will not have to create extract programs. El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-1 I-CUPA-001 Page 2 of 13 Agreement No. 4496 For all other applications, including those maintained by third parties, the Client is responsible for converting the data into a format approved by DHDI as well as providing data maps and dictionaries for that data. These converted data files and documentation will be uploaded to the FTP site provided by DHDI. b) Import Programs DHDI will be responsible for importing the data into the Client System, including writing the scripts to import the data, compile it, scrub it, and validate it based on the Client's instructions. DHDI will use a combination of pre -written scripts and custom scripts that will read the data file, import the data, and create and/or update the appropriate Client System fields. DHDI will create reports of exceptions and exclusions after the data has been imported into the Client System; the Client will be responsible for reviewing the list of exceptions and exclusions and updating the Client System appropriately. c) Reconciliation Process The data will be imported into the Client Testing environment after the core system is created, and the DHDI project team will review it. Once the data passes this initial inspection, DHDI will inform the Client that it is ready for review. The Client will be responsible for validating that the data has been correctly imported. Any discrepancies will be reported to the DHDI project manager, who will work with the DHDI project team to correct any issues and update the data in the Testing environment. d) Data Mapping DHDI will provide the Client with a list of fields in the Client System and will assist the Client with matching those fields with the corresponding tables and fields in the legacy client systems. DHDI will review the data mapping with the Client and work to resolve any outstanding fields, DHDI's project manager will assist the Client with the data mapping process, offering guidance and advice as needed. e) Data Cleansing DHDI's project team will review with the Client any fields the Client knows are incorrect, inaccurate, formatted incorrectly, etc. ("dirty") and document what actions are required to make those fields correct and/or standard ('clean'. DHDI has standard scripts used to scrub address and phone number data before it is imported in the Client System and will create custom scripts as needed to assist in other areas. DHDI will run these scripts on all the data that is imported into the Client System. Lastly, DHDI will import the Client Data into the Staging environment and will require that the Client thoroughly review all data to ensure that fields have populated correctly and that the data has been cleaned satisfactorily. If there are changes required, DHDI and Client will work together to decide what data can be scrubbed before the final import and what will be the Client's responsibility to change after the data has been imported into the live Client System. f) Validations DHDI will work with the Client to define specific and custom data validation rules. For example, if the Client's parcel numbers should all be entered in the format xxxx-xx-xxxx, DHDI will extract a list of numbers that were entered incorrectly and, if the correct number of digits is represented, auto -format the field when they import the data. DHDI's in-house tools include a zip code validation process, which cross-references the zip code, Client, and city information and generates a report of anomalies. This report will be sent to the Client for manual updating because DHDI will not know which element of the address is correct. DHDI will also work with the Client to develop any custom validation scripts are identified during the design phase of the project. These scripts will automatically change the fields as part of the conversion process so that the Client will not have to clean the data in their old systems. Once the system is live, many of these validations will be built into the system by requiring the end - users to select from pre -determined drop down menus. 4. Field Client DHDI will provide an of line version of the CUPA system for use by inspectors in the field. The Field Client will include the portions of the system necessary for inspectors to carry out their field functions, including access to permits and historical inspection records. The Field Client will include the CUPA Platform System modules and will be delivered after the CUPA Platform System is live in the production environment. El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-1 1-CUPA-0001 Page 3 of 13 Agreement No. 4496 5. Financial Module The Financial Module tracks fees and payments for system -related permits, facilities, inspections, and other record types stored within the system. The Financial Module will include functionality that will allow credit card and electronic check payments to be processed through the public portal and recorded in the system. 6. Communications Module The Communications Module allows Client to process blast communications to contacts tracked in the CUPA system, including emails and faxes. The annual maintenance fee includes an unlimited number of emails sent from the Communications module and up to 250 faxed pages in a calendar month. Each additional page after 250 will incur a $0.15 per page charge, which will be invoiced on a quarterly basis. 7. Inspector Scheduling The Inspector Scheduling module is able to schedule new, routine, and complaint -driven inspections by address and geographically assigned areas and to log unscheduled inspections. This module allows users to quickly determine the inspection status of a facility or a permit or to prompt a follow-up inspection. 8. Time and Activity Tracking The Time and Activity Tracking module allows users to enter staff time by program element or specific project. All activities initiated from the system — inspections, reviews, complaints, etc. — are automatically logged and tracked. 9. Printable Forms a) Standard Forms The Client System includes standard forms that can be printed directly from the system. Each form is updated to include the Client's logo and contact information if necessary. (1) CUPA Permit Form (2) HazMat Business Plan (3) HazWaste Generator Inspection Report (4) HazWaste Generator Notification Form (5) HazWaste Generator Business Submittal Form (6) Accidental Release Prevention Form (7) Aboveground Storage Tank Inspection Report (8) Aboveground Storage Tank Certificate of Compliance (9) Underground Storage Tank Inspection Report (10) Underground Storage Tank Operating Permit (11) Invoice/Receipt b) Custom Printable Forms Clients are able to add up to five (5) custom printable forms for any program included in the CUPA Platform System and/or any custom modules added to the system. 10. Reporting and Analysis The Client System includes the Reporting and Analysis module, which contains the standard and custom reports described below. The reports return system data in real time, and require no additional software installation. No report generation requires Authorized Users to have special knowledge of database design. Authorized Users will be able to run the following reports in the Client System without further specialized training. Reports are dynamically generated within the system, and can be exported to any common format, e.g. HTML, XML, Microsoft Word, Microsoft Excel, and CSV. Client will also have access to the standard reports that are part of the Platform System. a) Standard Reports (1) Cash Drawer Report returns a list of payments entered by date. (2) Invoicing Aging Report returns all fees and related invoices that are unpaid as of the time the report is generated. Invoices are grouped into aging categories: 30-60 days past due, 61-90 days past due, etc. (3) Cash Flow Report allows users to search all payments received by date range, fee category, fee type, and/or payment method. (4) Common Violation Report returns a list of the most common inspection violations cited, by date range. El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-I1-CUPA-0001 Page 4 of 13 Agreement No. 4496 (5) Inspection Compliance Report returns a list of establishments that have not had the appropriate number of inspections in a specific time frame. (6) Employee Productivity Report lists all tasks performed through the system CO. inspections, plan review check lists, complaint investigations) as well as all tasks entered manually into the system (i.e. training dates, phone calls, meetings) by employee for a specific date range. (7) All reports required by California CUPA regulations. b) Custom Reports Clients are able to add up to ten (10) custom reports based on the data captured in the CUPA System through platform or custom modules. These reports will be defined, developed, and implemented after the CUPA Platform System is live in the production environment. 11. Hazardous Materials Business Plans (HMBP) The HMBP program tracks business plans submitted by companies. Companies will submit information through the public portal or will be synchronized with the CUPA system from the CERS system. The Client will review information for accuracy and completeness and verify submissions before the information is written to the database. Refer to Exhibit A for module details, a) Business Activities b) Business Owner/Operator Identification c) Chemical Inventory (HazMat Inventory Statement and HazWaste Inventory Statement) d) Emergency Response/Contingency Plan e) Employee Training Plan f) Record Keeping g) Aboveground Separation, Containment, and Monitoring Plan h) Facility Site Plan/Storage Map 12. Hazardous Waste Generators (HWG) The Hazardous Waste Generator module tracks information about waste and recycling activities, including detailed Inspection information. Refer to Exhibit B for module details. 13. Tiered Permits Tiered Permits are a sub -type of the HWG program and refers to facilities that not only generate hazardous waste, but also treat it on -site. Refer to Exhibit C for module details. a) Permit by Rule Allows a facility treating certain waste streams with designated methods of treatment to notify the Hazardous Materials Division of Its operation and receive authorization to treat the material. b) Conditional Authorization Applies to a category of waste streams which, if treated using a specified treatment technology and do not exceed established volumes of waste treated, are allowed to conduct the treatment upon notification to the Hazardous Materials Division. c) Conditional Exemption Applies to a specific category of lower risk waste streams and treatment of limited volumes of waste authorized by the Hazardous Materials Division, 14. Underground Storage Tanks The Underground Storage Tank module tracks underground storage tank facility and permit information. This data will be submitted directly by the company through the public portal, reviewed by Client, and then auto -populated into the CUPA Platform System database. Refer to Exhibit D for module details. a) Underground Storage Tanks b) Underground Storage Tank Contracts c) Underground Storage Tank Certification of Installation d) Underground Storage Tank Monitoring Plan 15. Aboveground Storage Tanks The Aboveground Storage Tank module tracks general information about the Aboveground Storage Tank facilities. Refer to Exhibit E for module details. a) Aboveground Storage Tanks b) Aboveground Storage Tank Contacts 16. Accidental Release Prevention El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-I I-CUPA-0001 Page 5 of 13 Agreement No. 4496 The purpose of the CalARP Program is to prevent accidental releases of substances that can cause serious harm to the public and the environment, to minimize the damage if releases do occur, and to satisfy community right -to -know laws. This is accomplished by requiring businesses that handle more than a threshold quantity of a regulated substance to develop a Risk Management Plan, which is a detailed engineering analysis of the potential accidental factors present at a business and that mitigation measures that can be implemented to reduce this accident potential. The CaIARP module tracks basic facility information and dates of key milestones. Refer to Exhibit F for module details. a) Safety Information b) Hazard Review c) Operating Procedures d) Training Requirements e) Maintenance Requirements f) Compliance Audits g) Incident Investigation Procedures 17, Fire Code The Fire Code module will track information on specific business and their compliance with the California Fire Codes. Refer to Exhibit G for module details. a) Fire Information Sheet b) Fire Inspection Report B. Interfaces 1. The Client System will be capable of interfacing with standard Microsoft Office products, i.e. MS Word and MS Excel. Each report generated from the system can be exported into any of these and other formats, included CSV (Comma Separated Values), PDF, and HTML. The system's ability to export data into CSV allows the Client to upload data into virtually any other software program that supports data imports. DHDI can format the system output according to the Client's specifications. These custom formats will require development time and will be quoted on a case -by -case basis 2. The Client System will be capable of interfacing with outside databases automatically or through manual initiation of a process. The interfaces included in the system price are: a) Financial b) Regulated Business Community c) State CERS Program and Portal C. Enhancements Enhancements refer to special requirements that will be developed by DHDI. All system work not described in this SOW, including but not limited to system changes outside the original system specifications, the addition of logic or functionality outside the original system specifications, printable form and report updates, data requests, on -site customer training, and data conversions, will be charged at a flat rate of $125 per hour, not including travel costs or other expenses. Any work over and above the not -to -exceed contract amount will be presented to Client on a case - by -case basis. No work resulting in additional charges over and above the not -to -exceed contract amount will begin until an amendment or both Client and DHDI sign a modification to the existing contract. Training A. Approach The standard training procedures include step-by-step details that enable employees to perform their activities. DHDI's training staff will provide training agendas and materials to the Client System Administrators prior to training, and will conduct all initial training through on line web conferencing. User training occurs before the system is implemented in the Production environment and takes place at the Client's site. Training lasts no more than three (3) days, depending on the number of users involved. It is the Client's responsibility to provide space for training that includes a computer with Internet access for each user. DHDI uses train -the -trainer methods, breaking up users by program area and access permissions. Supervisors will be cross -trained on many areas of the system, and the system administrators, or super -users, will be trained on all areas of the system including setting up users and permissions and other administrative functions. B. Courses and Training Schedule El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-1I-CUPA-0001 Page 6 of 13 Agreement No. 4496 DHDI will conduct separate training classes for each level of user based on job description: inspectors, data entry, financial, administrative, etc. Additionally, DHDI will hold a class for managers and supervisors, who will have access to more tools than the average user. DHDI will also have a course for Client System Administrators which will explain how to set up new users, how to set permissions, how to enter data into Client Issue Tracker, and how to operate other tools that are only accessible to Client System Administrators. The Client System Administrators do not need any special technical training; the Client System Administrator tools are just as user-friendly as the rest of the System. The actual number of training courses will depend on the number of Client staff involved. Class sizes are determined based on the number of staff and access to computer equipment. The Client is responsible for providing telephone access and an Internet connection. Each Client staff member being trained should have access to a telephone and a computer during training. These computers can be desktops, laptops, or tablet computers, but all must have Internet and telephone access. DHDI does not recommend more than 2 users to each machine during training classes. The DHDI project team will work with the Client to determine the best dates and times to conduct training. Training usually lasts no more than two (2) days total, with each category of user in active training for approximately two (2) hours total. Each class generally lasts between one and two hours. Specific training agendas, dates, and times will be determined by the DHDI project team and the Client as the Client System approaches the go -live date. C. Documentation DHDI will customize the training documentation to conform to the Client System. Help documentation is a standard system feature and includes printed user guides, quick reference guides, and online versions of all printed documentation. These documents are created after final system acceptance to ensure the accuracy of the documentation. As changes and enhancements are made to the system, the electronic and hard copy documentation will be updated as necessary. System help documentation also includes a full manual, broken down by module. D. The training documents will also be available for Authorized users to review, download, and print from the Client Production System. The training manual will cover all aspects of the system and is available to all Authorized Users, III. System Landscape The system landscape begins with the developer's local version of the system, which is saved on the developer's hard drive and is where they work to develop the Client System and features. This environment is known as the Local Server, or "Local Development." Once the development team has completed a set or section of code, the code is sent to DHDI's Development Server, where DHDI's internal CIA and Testing team reviews the Client System for obvious functionality bugs, logic, and screen flow, based on the System Documentation that was approved by the Client. After DHDI's QA and Testing team approves that portion of the system, DHDI migrates the code and/or data to their Staging or Testing environment, known as "Staging." The Staging Server is a working copy of the final Production system that allows the Client to review and approve all aspects of the Client System, including data, before the system goes live. The DHDI project team will review with the Client the features and functionality, and provide a UAT plan for Client to follow. The Client will test the system to ensure that functionality and data matches the approved System Documentation and the UAT plan. After the Client signs the Final Approval of the system elements and/or data, DHDI will implement the information on the live Client System site, or "Production." This is the Client's live environment and the system that will be used in real time. Once the entire system and all data are operating on the Production server, the Client will sign a final system approval accepting the Production version of the Client System. The Staging environment remains available to the Client through the life of the contract. If additions or major changes to the system are added to the scope of this contract, DHDI and Client will follow these procedures to design, develop, review, and accept those changes. The Client will review on Staging server, and after Final Acceptance, DHDI will implement the changes on Production. IV. Key Assumptions This SOW and DHDI's estimates to perform this SOW are based on the following key assumptions. Deviations that arise during the proposed project will be managed through the Project Change Control Procedure. A. Logistics 1. Both parties assume a project start date of DATE. El Segundo CA ATTACHMENT A: AGREEMENT #001-05•ELSEG-1 I-CUPA-0001 Page 7 of 13 Agreement No. 4496 2. Services provided under this Statement of Work will be performed at DHDI offices in Charlotte, NC. No services will be provided at the Clients site unless otherwise specified in this SOW. 3. Requests for on -site visits to the Client's location will be evaluated on a case -by -case basis and will be subject to monetary charges over and above those detailed in this Agreement. 4. DHDI will provide the Services under this SOW during normal business hours, 8:00 AM to 6:00 PM EST Monday through Friday, except national holidays. If necessary, the Client agrees to provide to DHDI after-hours access to the Client staff as becomes necessary for the purpose of meeting projected milestone dates. 5. Client employees are expected to execute the tasks and activities identified in this SOW based on the project timeline. 6. This Statement of Work is a contract between the Client and DHDI. Any conflicts will be resolved per the Escalation Procedures outlined in Section Kc B. Resources 1. DHDI and the Client will provide at a minimum the staff resources as shown In Section IX.b. 2. Any contractors or consultants whose services are acquired directly through DHDI or the Client in connection to this project will perform their assigned tasks in a timely manner. All Client contractors and consultants will be bound by the terms of this Agreement. 3. The Client and DHDI will attempt to provide continuity of its core project team skills throughout the implementation project. C. General 1. The Client and DHDI understand that the timely completion of schedules and the meeting of all deadlines set forth in this SOW are important to the successful completion of this project. DHDI and the Client agree to carry out their tasks and responsibilities in accordance with the mutually accepted detail project work plan. Any schedule deviations have the potential to impact the resources, price, and timeline of this SOW. 2. DHDI reserves the right to invoice the Client based on original projected payment milestone dates if the Client requests schedule changes that delay significant milestones. El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-II-CUPA-0001 Page 8 of 13 Agreement No. 4496 V. Methodology and Responsibilities To implement the functional scope in this Statement of Work, DHDI and the Client will work under a defined plan. The project will consist of a phased plan. A. Phase 1: Design B. Phase 2: Development C. Phase 3: Test D. Phase 4: Training El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-11-CUPA-0001 Page 9 of 13 Agreement No. 4496 E. Phase 5: Go -Live Phase 6: Field Client VI. Completion Criteria A. Throughout the project and after each deliverable to the Client, DHDI will provide approval and signoff documentation for Client review and signature. These signoff documents will constitute formal acceptance of the deliverable and approval for the corresponding payment milestone to be invoiced. No further production or project work will be performed or delivered until the Client signs the approval documentation. B. DHDI will have fulfilled its obligations under this Statement of Work when any one of the following first occurs: 1. DHDI accomplishes the activities as described in Section il.a: Project Scope. 2. Client or DHDI terminates this Project in accordance with the provisions of the contract between the Client and DHDI. VII. Implementation Schedule A. Implementation Timeline and Project Plan The Project Plan may be updated as priorities and deliverable dates change throughout the project phases. Any change to the Project Timeline will be sent to the Client for authorization and signature. The most recent approved Project Plan supersedes all previous editions, regardless of approval status, and is considered a de facto amendment to this SOW. DHDI and Client recognize that the Client may require some project delays due to resources, community health outbreaks, etc. The Contractor agrees to honor these delays as they occur, as long as both parties agree on and provide approval signatures for the updated timeline. Each instance of delay requested or caused diiectly by the Client, up to and including the seven (7) working days of a single instance of delay, will be added to the remaining contract timeline on a day -for -day basis; e.g. a three (3) El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-1 1-CUPA-0001 Page 10 of 13 Agreement No. 4496 working day Client delay will move the remaining timeline milestone dates ahead up to three (3) working days. For each single instance of delay caused by the City that extends past seven (7) working days, Contractor reserves the right to extend the remaining contract timeline up to two (2) working days for each one (1) working day of delay; e.g. a fifteen (15) working day Client delay may move the remaining timeline milestone dates ahead up to thirty (30) working days. For purposes of this Section, "working day" refers to any regular business weekday, excluding federal holidays: "the Work" means DHDI's obligations set forth in this SOW. Vill. Resources Client and DHDI will jointly staff the DHDI Implementation project. All staff assigned to.the project will be assigned tasks in the Project Work Plan. A. Client Resources Project The Client Health Department will provide a project sponsor for the Approximately 3 — 5 hours Sponsor duration of the project. The project sponsor will participate in the regularly per week over the design scheduled project status meetings, when necessary. S/He will set and development period of priorities, approve scope and have final budget authority. The Project the project, depending on Sponsor should periodically review project progress and provide feedback sponsor's involvement. on the performance of the team. When conflicts impede the completion of This includes sitting in on these responsibilities, the sponsor is responsible for negotiating a the 45 minute —1 hour solution. status calls each week. Project The Project Manager will have primary ownership of the operational 0 1 hour each week for Manager aspects of the project and will provide day-to-day direction to the project status calls (if team. The Project Manager's responsibilities include: necessary) • Manage the Client personnel and responsibilities for this project. 3 hours per program • Serve as the single point of contact between DHDI and all Client for design departments participating in the project. preparation* • Administer the Project Change Control Procedure with the DHDI • 10 hours per program Project Manager. for design review, • Participate in project status meetings. spread out over 8 —16 Resolve deviations from the estimated schedule, which may be weeks* caused by the Client. 1 week to run testing • Help resolve project issues and escalate issues within the scripts Client's organization, as necessary. • 3 days for training* Review with the DHDI Project Manager any Client invoice or billing requirements. In general the Project Manager is responsible for the communication and integration between the individual teams both internal and external to the project. The Project Manager is, in many cases, also the Project S onsor. IS Su Res �—� pport Responsible for working with DHDI on all data -related issues, including 10 — 20 hours total providinginitial and final data sets for conversion into the CUPA System — Subject Provide information to DHDI about the Client's business processes, 0 1 hour each week for Matter forms, business rules, etc. for custom module builds. Also review and status calls Experts comment on the programs, tools, and requested features as they are . 3 hours per program (SMEs) completed. For conversion, SMEs will be responsible for mapping the for design preparation data from the old systems to the new system, "cleaning" the old data, and • validating that the data has been converted accurately. • 10 hours per program for design review, spread out over 8 —16 weeks* • 1 week to run testing scripts • 3 days for training* i B. DHDI Resources �., "ry a,ir r r r;1 ti M�!rv'y ' ! z ��,klr� r rr ,rr"ro r -i h f k r 1 rr� .' ✓rr F f sky r t.. g+ ,fit a Y Yr,1P'i'4'il;��ntcr(cr�fr^9;,, �,f ,wr�,uliXdtl��d'rrr.l„",J�u..,, EI Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-II-CUPA-0001 Page 11 of 13 Agreement No. 4496 Project The DHDI Project Manager will function as the Project Team Leader during the duration of the project. Manager The DHDI Project Manager will work with the Client Project Manager to manage the Client resources assigned to the project, or as defined in the project schedule. The project schedule and other parameters established by the Project Sponsor shall serve as the governing document for the DHDI Project Manager. These responsibilities will include but not limited to: • Review the SOW and the responsibilities of both parties with the Client Project Manager; • Maintain communication with Client staff through the Client Project Manager; • Establish documentation and procedural standards for the development of the project; • Prepare a detailed Project Work Plan for performance of this SOW which defines the detailed tasks and schedule responsibilities; • Measure and evaluate progress against the Project Work Plan; • Resolve deviations from the Project Work Plan; • Maintain an Action Register for action items; • Conduct regularly scheduled project status meetings; • Review and administer the Project Change Control Procedure with the Client Project Manager; • Coordinate and manage the activities of DHDI's project personnel. • Create design documents. • Assist the Client with data conversions. • Create and maintain a document distribution list. Developers The DHDI Project Manager will coordinate the DHDI developers. Developers will be assigned specific tasks to include but not limited to: • Create and test technical programs. • Create technical documentation. Trainers The DHDI Project Manager will coordinate the DHDI trainers. Trainers will be assigned specific tasks to include but not limited to: • Create training plan • Create training documentation • Coordinate the 'Train -the -Trainer" program • Coordinate the delivery of the training. " These duties and time allotments are shared between the Client Project Manager and the SMEs. IX. Project Procedures A. Project Change Control Procedures The following is a detailed process to follow if a change to this Statement of Work (SOW) is required. 1. A Change Order (CO) will be the vehicle for communicating change. The CO must describe the change, the rationale for the change, and the effect the change will have on the project. 2. The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party. The submitting party will indicate whether the change constitutes minor or major change as defined in this document. 3. Both the DHDI Program Manager and the Client Project Manager will review the proposed change and approve it or reject it. 4. A written Change Order must be signed by both parties to authorize implementation of the change. 5. DHDI will evaluate each Change Order on a case -by -case basis to determine if it is included in the current SOW or if it requires additional functionality or enhancements not represented under the agreement. Client may be responsible for additional charges for some Change Orders. Client will be informed in writing if any additional costs will be incurred as a result of a Client Change Order request, and until the Agreement and SOW are modified no design or development work will begin on the Change Order request. 6. DHDI reserves the right to adjust the Project Timeline in order to incorporate Client requested Change Orders. Additional time or monetary charges will occur if the Change Order is requested during the development period of the project process. Client will be notified in writing before such charges are applied to the Agreement and/or SOW. 7. DHDI reserves the right to delay design and/or implementation of the Change Orders until all outstanding payment milestones have been paid in full. Additionally, DHDI reserves the right to delay the start of any Change Order work until after the original system, as described in this Statement of Work, has been approved, accepted, and is live on production servers. B. Approval and Acceptance Procedure Each deliverable document, as defined in Section Vll.a: Completion Criteria will be approved in accordance with the El Segundo CA ATTACHMENT A: AGREEMENT #001-05-ELSEG-11-CUPA-0001 Page 12 of 13 Agreement No. 4496 following procedure: 1. One printed draft of the deliverable document is submitted to the Client Project Manager, with a deliverable acceptance document including an approval signature page. It is the Client Project Manager's responsibility to make and distribute additional copies to the other reviewers. 2. Within five (5) working days the Client Project Manager will either approve the deliverable or provide the DHDI Project Manager a written explanation of deficiencies. 3. The DHDI Project Manager will resubmit, in electronic form, the updated final version to the Client Project Manager for approval. The Client Project Manager will provide final written approval within five (5) working days. 4. Reasonable delays in this approval process will be considered and allowed if agreed by the DHDI and the Client Project Manager. Reasonable delay is defined as a delay that will not affect a payment deliverable more than seven (7) business days. C. Escalation Procedure 1. When a conflict arises between Client and DHDI, the project team member(s) will first strive to resolve the problem internally. The following procedure will be followed if resolution is required to a conflict arising during the performance of this SOW. 2. Level 1: If the project team cannot resolve the conflict within five (5) working days, the Client Project Manager and DHDI Project Manager will meet to resolve the Issue. 3. Level 2: If the conflict is not resolved within five (5) working days after being escalated to Level 1, the Client Project Sponsor will meet with the DHDI Project Executive and Project Manager to resolve the issue. 4. Level 3: If the conflict remains unresolved after Level 2 intervention, resolution will be addressed in accordance with the Project Change Control Procedures or termination of this SOW, the Hosting SOW, and contract under the terms of the Agreement. 5. During any conflict resolution, DHDI agrees to provide services relating to items not in dispute, to the extent practicable pending resolution of the conflict. D. Charges DHDI will provide Client the services for all Design, Development, and Implementation Phases as set forth in this Statement of Work for a not -to -exceed price of $15,500.00. DHDI will bill Client for the following: Design, Development, and implementation a) Milestone 1: $7,750.00 due on execution of Agreement b) Milestone 2: $1,000.00 due on delivery of system documentation c) Milestone 3: $1,000.00 due on delivery of system for functional testing (no reports, printable forms, public website, or field client) d) Milestone 4: $1,000.00 due on delivery of data conversion for client testing e) Milestone 5: $1,000.00 due on delivery of reports for client testing f) Milestone B: $1,000.00 due on delivery of printable forms for client testing g) Milestone 7: $2,750.00 due on web system go -live El Segundo CA ATTACHMENT A: AGREEMENT #001 -05-ELSEG-1 1-CUPA-0001 Page 13 of 13 Agreement No. 4496 Exhibit B Maintenance and Hosting Statement of Work El Segundo CA ATTACHMENT B: AGREEMENT #001-05-ELSEG-I1-CUPA-0001 Page 1 of 9 Agreement No. 4496 Introduction As more particularly described in the Agreement, the CUPA System Maintenance includes a non- transferrable, limited, nonexclusive user license for all Client staff. This license includes: • The use of the Client Production System in the offices, • The use of the oftline version of the System ("Field Client"), • Software support, i.e. correction of System -generated errors and identified bugs in the approved and implemented System functionality, and work stoppage issues created by these errors, • Hosting of Client data and complete System application, Technical support to Client staff handled through Client and DHDI Maintenance Support team for modules on the current production System. Software Support A. Software Version Releases 1. Although there are no formal software version releases, the CUPA system is periodically updated to include system -wide improvements and features. As these updates are completed, they are implemented to the live system at no additional charge to the Client. 2. DHDI will notify the Client of any software modifications and revisions. The notification must include, without limitation, a statement describing the effect of including the software change on the system, application programs, data files, workstation functions and services, and personnel training recommendations. B. Client Issue Tracker 1, The System Includes the Client Issue Tracker module, The Client System Administrators (CSAs) are able to enter issues,open tickets, and enter requests. CSAs can also monitor the progress of the ticket as it moves through the system and are alerted when the Issue is resolved. Each issue is assigned a priority level and a status„ so pending issues can be addressed in order from highest priority to lowest as defined by Client and specified to DHDI staff. C. Bug/Error/Break Fixes 1. Bugs, errors, and breaks are defects in the product, that is, a deviation between the functionality of the product and Its actual performance. A bug fix is required to change the code to repair the bug, Bug fixes could be associated with a single line of code or large portions of code thus requiring more development time. 2. Critical Bugs are defined as problems that create a Client work stoppage, problems that affect the Client's ability to use the System as it was designed, problems that prevent the Client from doing business, or problems that prevent the Client from submitting data to the System. a) If the Client reports an issue as a Critical Bug„ DHDI staff will review and verify the status. If the issue does not qualify as a Critical Bug as defined above, DHDI staff will update the issue status, assign it to d Work Order„ and. notify Client. 3. Escalated Issues are defined as those issues that do not meet the qualifications of a Critical System Bug but still need to be addressed and corrected as soon as ,possible, e.g. before all other issues in Issue Tracker except Critical Bugs. Only DHDI staff is able to Escalate Issues. The types of issues that can be elevated to an Escalated Issues status are: El Segundo CA ATTACHMENT B: AGREEMENT #001 -05-ELSEG-1 I-CUPA-0001 Page 2 of 9 Agreement No. 4496 a) Time -sensitive or urgent report requests that have a hard date and/or time deadline, such as media requests or legislative reports, b) Time -sensitive or urgent change requests that have a hard date and/or time deadline, such as state -mandated changes regarding permit renewals, licensing, or billing. Additional charges may apply to escalated change requests that fall outside the original Scope of Work. 4„ Critical Bugs and Escalated Issues receive top priority in the maintenance schedule. When Critical Bugs and Escalated Issues are reported, they are verified by DHDI, acknoWedged,, and typically resolved within twenty-four (24) hours, If a Critical Bug will take longer than twenty-four (24) hours to correct, the Client will be notified of the proposed correction within twenty-four (24) hours. If there are more than three (3) Escalated Issues In the Client System at one time, a Work Order will be created containing only the Escalated Issues, and will be moved Into the development schedule as soon as possible. The estimated turnaround for Escalated Issues is seven (?) business days. 5. A Work Order is defined as a list of issues, grouped by issue priority and system module, created by DHDI staff and approved by the Client, Work Orders may contain up to twenty (20) issues and must be approved by Client signature before added to the maintenance schedule. Once a Work Order is complete, the Client will have 30 calendar days to review, test, and accept the Work Order by Client signature, or reject the charges in writing, with detailed documentation of the reasons for rejection. Once the Client accepts the Work Order, the changes will be pushed to the Client Production System within two (2) business days. All items within a Work Order will be pushed to production at one time, not piecemeal. The estimated turnaround time for Work Orders Is sixty (60) to ninety (90) business days. a) Once a Work Order is pushed to the production system and verified by Client, the Client will sign a completion form, indicating acceptance of all the issues within the Work Order. No additional Work Orders will be moved into development until the completion form is signed. D. State -Mandated Changes 1. During the course of this contract, the federal, state, or county laws, ordinances, policies, or procedures may be changed or updated, and require the addition of fields to system screens and/or format changes to printable forms, or a change in the format in which the data is collected or output on a standard form directly relating to a module included in the Client Production System. DHDI will accommodate up to one (1) form change and ten (10) field changes per module annually. Further changes will be quoted on a case -by -case basis at the standard rate of $125 per hour. 2. In the event that major functionality or report changes are required as the result as a law or ordinance change, the upgrade may require additional funding and will be quoted on a case -by -case basis at the standard rate of $125 per hour. E. System Enhancements 1. System Enhancements are defined as change requests and feature requests, which affect System appearance and/or functionality not included in the existing System functionality or that fall outside the system Scope of Work and/or approved system documentation. 2. The DHDI Project Team on a case -by -case basis evaluates change requests. Each change request will be reviewed against the original System scope of work and approved specifications, and will be quoted to the Client at the standard per -hour development rate. El Segundo CA ATTACHMENT B: AGREEMENT #001-05-ELSEG-I1-CUPA-OW1 Page 3 of 9 Agreement No. 4496 3. Feature requests are evaluated by the DHDI Project Team on a case -by -case basis. Each request will be reviewed against the original scope of work and approved system specifications, and will be quoted to the Client at the standard per -hour development rate. 4. All changes and enhancements to the system will be quoted to the client on a case -by -case basis. No billable work will be performed until both parties sign a written agreement that includes scope of work, project timeline, and approved payment milestones. ,fi. Changes and features are first implemented and tested on DHDI's Development server, After the change Is approved internally, it is pushed to the Testing server. This server is the Client's testing environment, which is an exact replica of the production system,. This testing environment is standard in the system, and there is no extra fee for this feature. once the enhancements have been fully testedand approved by the Client, they are pushed to the production system where they are immediately available to all users. There is no downtime for any user, and no extra software installations are necessary. 6. Change and feature requests will be addressed in ninety (90) to one hundred, twenty (120) working days, depending on type of request, complexity, and current development schedule. Priorities The Priority field helps define an issue's importance to the Client and is used to determine delivery dates. The options are: Very High, High, Medium, Low, and Very Low. 1. The "Very High" status is reserved for Work Stoppage bugs only. The status of a Work Stoppage is strictly reserved for bugs that are preventing use of the system. Work Stoppage Bugs are corrected within 24 hours unless otherwise notified by the DHDI Maintenance Team. 2. In the event of a major issue that impacts production, procedures are in place to allow immediate attention to focus on that item whether it requires programming resources or other DHDI staff participation. 3. All escalation is handled through DHDI technical support. Depending on the type of issue, the system may escalate an item to one department or another (for example, Database Administration, Project Management, or Development). An,y time an Issue Is escalated to senior technical staff the Client will receive an estimated correction time and a reason for the escalation to senior tech staff. El Segundo CA ATTACHMENT B: AGREEMENT #001-05-ELSEG-1I-CUPA-0001 Page 4 of 9 Agreement No. 4496 G. Project Procedures Each deliverable document or Work Order will be approved in accordance with the following procedure: 1. One printed draft of the deliverable document is submitted to the Client Project Manager, with a deliverable acceptance document including an approval signature page. It is the Client Project Manager's responsibility to make and distribute additional copies to the other reviewers. 2. Within five (5) business days the Client Project Manager will either approve the deliverable or provide the DHDI Project Team written documentation of the discrepancies. 3. The DHDI Project Manager will resubmit, in electronic form, the final version of the deliverable document to the Client Project Manager for approval. The Client Project Manager will provide final written approval within five (5) working days. 4. Reasonable delays in this approval process will be considered and allowed if agreed by the DHDI and the Client Project Manager. H. Escalation Procedure When a conflict arises between Client and DHDI, the project team member(s) will first strive to resolve the problem internally. The following procedure will be followed if resolution is required to a conflict arising during the performance of this SOW: 1. Level 1: If the project team cannot resolve the conflict within five (5) working days, the Client Project Manager and DHDI Project Manager will meet to resolve the issue. 2. Level 2: If the conflict is not resolved within five (5) working days after being escalated to Level 1, the Client Project Sponsor will meet with the DHDI Project Executive and Project Manager to resolve the issue. 3. Level 3: If the conflict remains unresolved after Level 2 intervention, resolution will be addressed in accordance with the Project Change Control Procedures or termination of this SOW, the Hosting SOW, and contract under the terms of the Agreement. 4. During any conflict resolution, DHDI agrees to provide services relating to items not in dispute, to the extent practicable pending resolution of the conflict. Rate for Additional Work 1. Changes to the system appearance and functionality will be quoted on a case - by -case basis at a rate of $125 per hour. This price covers all project management and development staff time. Travel and other expenses are not included in the per -hour price and may be quoted separately as necessary. No billable work or travel will be performed until both parties sign a written agreement that includes scope of work, project timeline, and approved payment milestones. III. System Hosting System Hosting includes hardware support and maintenance for all DHDI-controlled equipment involved in hosting the clients system, data and application storage, data and application backups, and disaster recovery. A. Connectivity El Segundo CA ATTACHMENT B: AGREEMENT #001-05-ELSEG-11-CUPA-0001 Page 5 of 9 Agreement No. 4496 The CUPA system is accessed through an Internet browser and an Internet connection. No additional Client connectivity is required to access the full functionality of the production CUPA system. B. Data Storage The data storage subsystem is configured with 9 terabytes of storage and can be expanded at any time if necessary for the term of the contract. C. Backups The System is 100% web -browser based and is hosted on servers that DHDI maintains. DHDI is responsible for backups, security administrations, and problem resolutions. DHDI will run nightly backups of all data. The following backups are performed: 1. 15 minute incremental, 2. Nightly differentials, 3. Daily full, 4. Weekly move to tape, 5. Monthly tape rotation, 6. Monthly tape rotation — cold storage D. Disaster Recovery In the event that data recovery is necessary following a disaster that would render data in the primary database unrecoverable, DHDI would look first to the most recent incremental backup of data and attempt to restore. In the event that both the primary database and the incremental backup experienced a catastrophic failure, DHDI would restore from the nightly incremental backup. In the event that all three of these data sources were unavailable or had catastrophic failures, DHDI would retrieve the most recent daily or weekly backup from the long-term backup storage and restore. An exception to this process would be If data were available from another backup source maintained at the Client site — at that point, if the client felt their copy was the most up-to-date, DHDI would restore data from the copy the Client deemed appropriate. E. Hardware Support Hardware is defined as the processor(s), RAM, hard disk(s), motherboard, NIC card, and other related components included in the DHDI server assigned to the Client System. All hardware components directly relating to the Client System will function properly and any failed component will be replaced immediately at no additional Client cost. The replacement process will begin when the cause of the problem has been determined. Hardware replacement is guaranteed to take no more than four (4) hours. F. Network Availability Network uptime occurs when the functionality of all DHDI network infrastructure including cabling, switches, and routers, is operating as designed. Network downtime occurs if the DHDI servers are unable to transmit and/or receive data, and if the Client opens a service ticket for the incident in the System ticket -tracking module. Network downtime is measured from the time the Client ticket is opened to the time the issues is resolved and the DHDI network comes back online. The DHDI network will be available 99.9% of the time, excluding scheduled maintenance or upgrades approved by both Client and DHDI. G. Infrastructure Guarantee El Segundo CA ATTACHMENT B: AGREEMENT #001 -05-ELSEG-1 1-CUPA-0001 Page 6 of 9 Agreement No. 4496 Critical systems include all power and HVAC infrastructure, UPS equipment, and cabling. Power supplies of individual servers are not included (see below for Hardware Guarantee). Critical systems downtime occurs when a DHDI server assigned to Client System is shut down because of power or heat problems, and if the Client opens a service ticket for the incident in the Client System ticket tracking module. Critical system downtime is measured from the time the Client ticket Is opened to the time the issue is resolved and the DHDI server comes back online. DHDI critical systems, including power and HVAC, are available 99.9% of the time, excluding scheduled maintenance periods. H. Maintenance and escalation (scheduled and unscheduled) 1. DHDI will notify Client at least 48 hours in advance of any scheduled network downtime for System maintenance and service. 2. In the event of an unscheduled outage, DHDI will immediately notify the Client contact, informing them of the outage and its estimated length. Should the outage last more than four hours DHDI will provide an update to Client every four hours as to the system status. 3. For outages lasting one hour or longer both the DHDI Operations Manager and Director of Programming Services will have the outage assigned as their top priority for immediate resolution. Should an additional hour pass the matter shall be brought to the attention of the DHDI Vice President, with all outages of four hours or more being immediately escalated to the DHDI CEO or Presidents office. 4. All updates and notifications will be delivered via email to the Client contact. Remedies 1. Should a DHDI outage occur that results in Client system unavailability in excess of the guaranteed uptimes, DHDI will credit Client 5% of the monthly license and maintenance fee for every additional one (1) hour of downtime, up to but not exceeding 100% of one monthly payment. Credits will be applied toward future license and maintenance payments. Exceptions 1. Delinquent customers may not take advantage of our uptime guarantee. Client must request all credits in writing within three (3) calendar days of the reported downtime, and the downtime must be from a single occurrence. IV. Customer Support A. On-line Support: System includes online text based help down to the field level. Users can hover the mouse over a field and popup text help for that field will appear. B. Telephone Support: Telephone support for Client System Administrators between the hours of 8:00 AM and 6:00 PM EST. There is a 24-hour emergency support line available for Client System Administrators, but not general staff. General staff issues should be first directed to the Client District System Administrator to determine that the issue does not pertain to Client policy. If the issue is a legitimate system use issue and the Client District System Administrator is unable to assist the user, the Client District System Administrator may call the Support line to receive additional assistance from a DHDI staff member. C. Virtual Support: DHDI technical staff can remote in to the application so that they can see the exact screen that an employee is on at any time. This allows them the ability to assist as if they were sitting next to the employee. The Client has to allow access to the system through the Client firewall. El Segundo CA ATTACHMENT B: AGREEMENT #001-05-ELSEG-II-CUPA-0001 Page 7 of 9 Agreement No. 4496 D. User Manual: Electronic user manual documentation is configured to reflect the custom features of Client's specific version on the application. Roles and Responsibilities Rile ._ .. ,: ': ..� „„ , ; i fpol�b�iities � .,, ., r i, . fir, ➢ i l "ia f i . ; , :..�. ' "�i��n.° ' _., : Application Support (Table The Client will be responsible for making some table changes to the Maintenance) system using DHDI-developed tools through the CUPA system. The Client will also be responsible for using Issue Tracker to request changes to the system that are not available to them through the system. DHDI is responsible for fully supporting the application. Communication The Client is responsible for appointing a System Administrator who can verify and enter Issue Tracker items, set up users, etc. This position requires no special software or hardware knowledge, and does not require a major time investment. DHDI is responsible for notifying the client of scheduled outings, updates on system changes, etc. Both the Client and DHDI are responsible for communication about the CUPA system. Connection The Client is responsible for monitoring and ensuring that the intemet connection is working properly. Hardware Maintenance The Client is responsible for all hardware purchased, installed, and used by the Client. DHDI is responsible for application and server hardware and peripheral equipment pertaining to those servers. Information Services Technical The Client F responsible for maintaining Client's own technical staff as it relates to the Client's existing infrastructure. DHDI will be responsible for everything that applies to the production system, data storage, and application and server hardware. Network Support The Client is responsible for maintaining their own network system so that users are able to access the Internet and a web browser. DHDI is responsible for all network support to application and data servers. Security Monitoring The Client is responsible for monitoring Internet security and any other security measures already in place. Additionally, the Client will be responsible for maintaining the integrity of the internal user security (permissions, passwords, etc.). DHDI is responsible for monitoring security at the data and application server level. Software Updates DHDI is responsible for all software updates on the application. The Client is responsible for other applicable software updates on the Client's hardware (operating systems, Internet browser, etc.). ............... El Segundo CA ATTACHMENT B: AGREEMENT #00f-05-ELSEG-1 I-CUPA-0001 Page 8 of 9 Agreement No. 4496 VI. Payment Terms System maintenance is due on the first day of each days prior to the due date, DHDI payment terms are take advantage of the uptime and hardware guara temporary suspension of maintenance services, up t A. Maintenance Year 1: $6,500.00 quarter„ and wPI he invoiced at least thirty (0) calendar Net 30 mays, Clients With, delinquent accounts may not ntee credits, and severe delinquencies may result in a o and including access to the system. Payment 1, due on system go -live: $6,500.00 B. The Client retains the option to purchase subsequent maintenance years from the Contractor at a cost not to exceed the previous annual maintenance fee plus 5%. El Segundo C.A. ATTACHMENT B: AGREEMENT 401-0-BL a C-11-CUPA-0,001 Page 9 of 9 Agreement No. 4496 DHD September 17, 2013 Chief Eric Moore & Steve Tsumura El Segundo Fire Department 314 Main Street El Segundo, CA 90245 (310) 524-2242 DHD CUPA - SYSTEM PROPOSAL EL SEGUNDO-CA-005 Chief Moore and Steve: Thank you for your proposal request and for your interest in the Digital Health Department (DHD) system. This document is a proposal for services for the El Segundo Fire Department. Following is an outline of the DHD CUPA system and the associated services that Digital Health Department, Inc (DHDI) is offering your department. The Digital Health Department specializes in the development of affordable web -based solutions for environmental health and regulatory agencies. Our company has developed an economic, efficient system that allows health specialists to combine all the functions of their department in a single web -based platform. Regardless of what programs or inspections a department may perform, the Digital Health Department offers a single solution. The DHD system requires no purchase of additional hardware or software; all that is needed to use the system is Internet access. This price estimate document provides an overview of the DHD system's features and functionality to be provided to the El Segundo Fire Department. The full scope of the proposed system features and program areas will be determined and enumerated prior to providing an actual price proposal. The price estimate is subject to change based on the final scope of work. UPA S DHD _ystem ..... ............._,..e_.._.....,.� complete version of our DHD CUPA web -based application for the El Segundo Fire Department will incorporate the following program areas: • AST • Hazardous Waste Treatment • UST • CalARP • HazMat • Tiered Permits • Hazardous Waste • Business Plan 7506 E Independence Blvd, Ste. 105 1 of 2 Phone: (704) 535-9590 Charlotte, NC 28227 Email: dsisk@dhdirispections.com Proprietary information — not for public release Agreement No. 4496 / D "'T'7 , September 17, 2013 Pricing Information Initial Setup Cost $15,500.00 (Implementation and configuration of the DHD CUPA System) Staff and User Training Included Annual Maintenance Fee $6,500.00 (Includes maintenance services, system hosting, and customer support) Thank you again for your interest in the Digital Health Department! If you have any questions about this price estimate or the process going forward, please contact Dianne Sisk directly at (704) 535-9590. We look forward to working with your agency to provide improved efficiency and a better informed public. Sincerely, Rahul Saxena President 7506 E Independence Blvd, Ste. 105 2 of 2 Phone: (704) 535-9590 Charlotte, NC 28227 Email: dsisk@dhdinspections.com Proprietary information — not for public release