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CONTRACT 5346 Professional Services Agreement Agreement No. 5346 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND PROSUM TECHNOLOGY SERVICES This AGREEMENT is entered into this 7th day of July, 2017, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city (",CITY") and PROSUM TECHNOLOGY SERVICES,a California Corporation("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perforin the work listed in the SCOPE OF SERVICES,below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional considexation, CITY agrees to pay CONSULTANT a sum not to exceed one hundred thousand dollars ($100,000.00) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit"A,"which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit"A,"which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY,necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 1., Agreement No. 5346 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. 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. 6. ADDITIONAL WORK. A. CITY's city manager ("Manager") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ("Additional Work") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $1000.00 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. -2- Agreement No. 5346 Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from July r, 2017 to July 7th, 2018. 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 16. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own.risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. 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: A. Exhibit A: Scope of Work; 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. Agreement No. 5346 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. 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. 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings,maps,reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's -4- Agreement No. 5346 property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed.solely by CITY,unless otherwise provided by written agreement between the parties. 19. 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. & For purposes of this section "CITY" includes CITY's officers, officials, employees, agents,representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. -5- Agreement No. 5346 D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, 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. 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT"s attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. 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. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents; proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 23. 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: Tvve of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement -6- Agreement No. 5346 B. Commercial general liability insurance will meet or exceed the requirements of the most recent 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 endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. 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 renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same 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. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92,including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement 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:VII." F. 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 pursuant to Section 16. 24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. -7- Agreement No. 5346 26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: If to CITY: Prostan, Inc. 2201 Park Place#102 City of EI Segundo El Segundo, Ca. 90245 350 Main Street El Segundo, CA Attention: Rick Tyner Attention: Scott Kim Rick.Tyner@prosum.com skim@elsegundo.org Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. 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. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including,without limitation, CITY's conflict of interest regulations. 28_ SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the beneft of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32.ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one (1) Attachment to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. -8- Agreement No. 5346 33. RULES OF CONSTRUCTION. Each Parry had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 34. 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. 35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee,may execute any such amendment on behalf of CITY. 36.ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, 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 parry is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. FORCE MAJEURE. Should performance of this Agreement be prevented due 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 party to the other. 40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, 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 CITY. [Signatures on next page] -9- Agreement No. 5346 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CIT F N EO Greg e nri r, Rick Tyner Ci aaag r VP Business Development ATTEST: Taxpayer ID No. 3?,-o-n(,,Zzj 4Trayy�W,,,, 0,, er, Cilh Clerk APPROV D AS TO FORM: for Mark D.Hensley, Attorney Agreement No. 5346 P. Infrastructure Support 6 Lot k, of Houry Statement of Work May 23, 2017 This addendum is incorporated into Master Services Agreement dated June 25,2013 between City of EI Segundo and Prosum,Inc.This Addendum defines the agreement for Prosum,Inc.(hereinafter referred to as"Prosum")to provide technology consulting services to City of EI Segundo(hereinafter referred to as"City of EI Segundo'or"Client"). P s 2. Ov-e rvi.eA&-& .................................................................».........................,,............. .........»..................m..............3 cziy Of El.segwvL40-C0wFac4-I wear w........... ............................ 3 2. 'P .........................................................................................................................................................4 3. Pr&pv-v-Prcjcc4-Te a w me ve rs.....................»..».....,„...........,,.,.....,..... »,....,...............................,,...........,...,,..,...........,..,..5 4. AyA v rp , RLO-p...........................................»...... ,..............................................................,.»..,................................,....5 5. GU.ewf'R ..........................».........»...........---.......,.,.......... ........,......----...................,.............................6 6. Sc k ed ud e.& co-�-..................................... .....»,.......»,.....................,..,,.....................„.......,.....................,................................,7 7. G�age.Ora! -.. ...........................................»..........................,.,.,......,.....,.........................,.........................,„...,7 8. AuAj>hu-.te:..............»,.........,.,.......».......................,.................... .................................»,..........,............,...».............. .,...........„„...,8 2 BLOCK OF HOURS I City of EI Segundo - o 1.. O v-ervttAnr & Scoff The City of EI Segundo (hereinafter referred to as"City of EI Segundo" or"Client"), is in the process of several technology projects and would like to use Prosum's technical expertise and resources from time to time for support. As a result of multiple projects conducted by Prosum previously, Prosum consultants have a good understanding and familiarity with many components of City of EI Segundo's infrastructure. Therefore, City of EI Segundo would like a mechanism to request Prosum's assistance with both unanticipated issues and scheduled enhancements. As a result, City of EI Segundo and would like to structure a flexible arrangement in which various Prosum subject matter experts can be applied as appropriate, in the form of a "block of hours" support agreement. Prosum's Headquarters is also located in EI Segundo and as a result, resources can quickly be dispatched to support City of EI Segundo's IT infrastructure. The following outlines the approach and estimated costs for this pre-paid "block of hours" support. Prosum will provide services on a time and material basis to draw against this pre-paid block of hours. Prosum will work at the direction of City of EI Segundo and the scope of this engagement will be defined as necessary by City of EI Segundo. Any deliverables for this engagement will be collaboratively defined between City of EI Segundo & Prosum. City of EI Segundo Contact Information: Scott Ki. ...... im rr IT Manager µ w 350 Main Street EI Segundo, CA 90245 kimfrxrelsequndo.orq 510-524-2375 .. _.. . .._ .............. . _. _w.._ W 3 BLOCK OF HOURS I City of EI Segundo z• 7?�a� Q The following outlines several key reasons that Prosum is particularly well qualified to assist in support City of EI Segundo infrastructure: Microsoft a&tdl M4"ed. P&#+%t,r: In addition to being a Gold certified partner with Microsoft, Prosum is one of only a handful of infrastructure service providers in the Los Angeles area to have obtained 'Managed Partner' status with Microsoft. The 'Managed Partner' designation is reserved for a select number of partners in Southern California who have strong knowledge of Microsoft technologies, proven excellence in the implementation of these technologies , and high customer satisfaction ratings. Managed Partners enjoy a direct relationship with the local Microsoft channel and technical teams. In addition, Prosum has ties with a number of key personnel and Management in Redmond, Washington. Members of the Team have been selected to work with the Microsoft product teams on current and future Microsoft technology. This helps us guide our customers toward solutions which will not only meet their needs today, but will also be positioned to blend with technology advancements from Microsoft in the future. Prosum's strong relationship with Microsoft will benefit City of EI Segundo in a variety of ways: • Prosum is well versed in Microsoft's technology roadmap and has early access to information and product enhancements relevant to this project. • Prosum can leverage the Microsoft product groups directly for guidance, troubleshooting, or access to special programs. • Prosum has access to more direct channels for technical support that are not available to partners of lower status. • Prosum has direct access to, and works alongside, local Southern California Microsoft Technical Specialists. • Prosum enjoys the support of the local Southern California Microsoft Channel team and product groups. Extensive experience with Microsoft SQL product, configurations and optimizations: Both Prosum and the specific team members that will be assigned to this project have carried out numerous Microsoft design, tuning, deployment, and troubleshooting projects. Expert-level project personnel: The team members proposed for this project are all core full-time Prosum employees with specific experience that is directly relevant the support of City of EI Segundo's infrastructure—with expertise in key topics such as SQL, Active Directory, Exchange, SharePoint, Lync/Skype, use of migration tools, SAN integration, and network engineering. Expertise in related areas critical to project success: In addition, the Prosum team members are also proficient in the following areas: • Microsoft authored and 3rd party Migration Tools • Applications and databases • SQL Database/Server Administration and development 4 BLOCK OF HOURS I City of EI Segundo R • Microsoft Cloud Solutions: Office365 and Azure • Server virtualization: VMware and Hyper-V • Windows Server: NT/2000/2003/2008/2012/2016 • Microsoft Exchange 2016, 2013, 2010, 2007, 2003 and 5.5, including hosted solutions • Microsoft Lync • Microsoft SharePoint 2003, 2007, 2010, 2013, including hosted solutions • Network Security, Cisco networking and VPNs • High Availability and Disaster Recovery • System Center Suite: Configurations Manager, Operations Manager, Service Manager, Virtual Machine Manager, Orchestrator, Data Protection Manager, App Controller • Windows Intune for mobile device management integrated with SCCM • SQL Database/Server Administration and development • NAS, SAN and hierarchical storage options • Citrix and Terminal Services 3. Proumw Proj e-c+Tea+w M y The following roles will be provided by Prosum and required for this engagement. Multiple roles can be held by a single resource. Account Manager Managing overall client satisfaction, negotiating contract terms, and acts as the escalation point for client concerns Project Manager Responsible for providing support to City of EI Segundo, depending on the request the appropriate Project Manager will be deployed to assist City of EI Infrastructure Architect Responsible for providing support to City of El Segundo, depending on the request the appropriate Subject Matter Expert(SME)Architect will be deployed to assist City of EI Segundq,___ Senior System Engineer Responsible for providing support to City of EI Segundo, depending on the request the appropriate Subject Matter Expert(SME) System Engineer will be deployed to assist City of El Segundo, Helpdesk Support Responsible for providing support to City of EI Segundo, depending on the request the appropriate Subject Matter Expert(SME) Helpdesk Support will be deployed to assist City of El Segundo, 4« This statement of work was based on the following assumptions. If these assumptions are discovered to be incorrect after the project is accepted, the project schedule and/or estimated costs and resources may vary from that provided to City of EI Segundo in this Block of Hours. 1. This Block of Hours will not require Prosum staff on-site for every step of this engagement. 5 BLOCK OF HOURS I City of EI Segundo s OSUM 2. Subject to City of EI Segundo's policies, procedures and other directives, Prosum staff will have access to certain relevant client documentation. This documentation may include organization, planning, and technical material, and any other existing documentation deemed appropriate for this project. 3. Should issues occur that cannot be resolved by the Prosum team with due care and diligence, a support ticket may need to be opened with Microsoft or other vendor. Prosum will open and work the ticket; however, client must have a valid support contract for Prosum to use. If no support contract exists, then upon client's prior written approval Prosum will pay for the support ticket and invoice client for the actual cost. All costs to remedy any issues caused by Prosum shall be the responsibility of Prosum and Prosum shall promptly pay such costs at the direction of City of EI Segundo in addition to using its best efforts to resolve said issues. 4. All travel within Southern California is included. Travel outside of this area and associated expenses, both of which shall be subject to client's written pre-approval, will be invoiced as a pass-through. a. All professional services during this engagement will be performed remotely. b. If the issue cannot be resolved remotely, Prosum will come onsite to City of EI Segundo 5. Estimates contained in this SOW are based on an assumption that client staff schedules and resources are available to support this Project as required. Should schedules deem that resources are not available at required times, the deployment schedules will be impacted. 6. Subject to City of EI Segundo's policies, procedures and other directives, Client will provide Prosum personnel with reasonable access to relevant external and internal systems, as Prosum may reasonably request 7. All work will be completed on a Time & Materials basis and will not exceed the pre-paid block of hours amount. 8. This agreement shall be renewable by City of El Segundo in the form of a Change Order for additional hours as often as desired. Exclusions from Scope: 9. Anything not specifically stated in the above Project Scope section of this document is outside the scope of this SOW. S. R The following client responsibilities are assumed in the creation of this SOW. If client fails to meet any of the following responsibilities, Prosum reserves the right to terminate its performance under this SOW. Client is responsible for providing to the Prosum team, in a timely manner, the following resources and information required to complete the tasks in this SOW; 1. Client shall designate a representative to be the Primary Point of Contact (PoC). This representative shall be the focal point for all communications relative to this partnership and shall have the authority to act on Client's behalf in matters regarding this engagement. a. This single point of contact will be responsible for facilitating communications between the Prosum support team and client to ensure that support requests are effectively managed. The timeliness of communications and review will directly affect Prosum's ability to meet agreed upon schedule deadlines. 6 BLOCK OF HOURS I City of EI Segundo "-7777-777777 1 PROSUM b. Client will also make available one (1)technical representative on an as needed basis to work in conjunction with Prosum on this project. 2. Client shall provide relevant diagrams and configuration diagram relating to City of El Segundo's Infrastructure The following table outlines the estimated cost for the scope described in this document. This engagement consists of a pre-paid block of hours for a grand total of$150,000. This agreement shall be renewable by City of El Segundo in the form of a Change Order for additional hours as often as desired. Prpjept._Assl�epsment Account Manager N/A Project.Manager $125.00 Infrastructure Architect $185.00 Senior System Engineer $165.00 Helpdesk Support $50.00 Total $150,000.00 Note:the above rates are discounted to City of El Segundo,due to an SOW over$100,000. 7. Qi 0 rOLer Once the Statement of Work has been signed, any modifications to the scope described herein will require a change order. A change order will define new requirements and impact on delivery time and cost. 7 BLOCK OF HOURS I City of El Segundo