CONTRACT 3516B Amendment Agreement No. 3516B
Agreement No. 3516B
For Tracking Purposes Only
Terms & Conditions
Tied to attached Agr. #4496
FIRST AMENDMENT TO
AGREEMENT NO. 4496 BETWEEN
THE CITY OF EL SEGUNDO AND
TYLER TECHNOLOGIES, INC.
THIS FIRST AMENDMENT("Amendment")is made and entered into this 16th day of May,2018, by
and between the CITY OF EL SEGUNDO, a general law city and municipal corporation existing
under the laws of California,and TYLER TECHNOLOGIES, INC.a California corporation.
WHEREAS, the City previously entered into an agreement with Digital Health
Department, Inc. for inspection and permitting software services; that agreement
was entered into on October 1, 2013, and automatically renews on an annual basis
unless terminated(Agreement No.4496);
WHEREAS, in October 2017,Tyler Technologies, Inc. ("Tyler") notified the City that
it had acquired Digital Health Department, Inc.; a copy of Tyler's letter is attached as
Exhibit OA" and incorporated herein by this reference;
WHEREAS,the City and Tyler desire for Tyler to assume the scope of work outlined
in Agreement No.4496.
NOW,THEREFORE, the parties agree as follows:
1. Pursuant to Section 16 of Agreement No.4496("Agreement"),the parties desire
to amend the Agreement by replacing all references to "Digital Health
Department, Inc."and"DHDI"with"Tyler Technologies, Inc."The Agreement is
also amended to incorporate the attached terms and conditions. In the event of
a conflict between the terms in the Agreement and the attached exhibit, the
Agreement will control.
2. This Amendment may be executed in any number of counterparts,each of which
will be an original, but all of which together constitutes one instrument executed
on the same date.
3. Except as modified by this Amendment, all other terms and conditions of
Agreement No.4496 will remain the same.
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City of EI Segundo Amendment
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Agreement No. 35166
Agreement No. 35168
For Tracking Purposes Only
Terms & Conditions
Tied to attached A44-AAA96
IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and
year first hereinabove written.
CITY EL LAN -rYL01-"ECHMO .OGIES, INC.
r ITIT R S l
Greg rpe Rusty .
City rag r General Manager
,....,
ATTEST-,;'I
„�...... .. :. ....... ... ; " Taxpayer ID No. 75-2303920
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
j -
Mar D. Hensley,
City Attorney 04bF-UPI N614F6WL-
I
City of EI Segundo Amendment
Page 2
Agreement No. 35166
t y
sowr
El Segundo Fire&Environmental Safety
Fire Station#1
350 Main Street
ElSegundo,CA 90245
As you may be aware, 'FylerTechnologies, Inc, ("Tyler")acquired Digital Health Department's
("DHD")inspection and permitting software business on August 2,2017.As successor 4n.interest
to DHD's engagement with you, I am wrWng to introduce you to some of the policies and
services that now extend to,you as a member of the Tyler family.
MaintenaRce arA§u" r e icj�
_9 _1ML
Maintenance and support on the software you licensed through DHD will now be provided by
Tyler.Those services are described in the enclosure provided with this letter.We provide those
services as part of the regular"Maintenance Fees" we invoice,which I address in further detail
below.You may continue to contact the Tyler support team using your current contact
information and methods made available through DHD.
Pavment Terms
'Tyler follows industry standard invoicing and payment policies. Unless you notify me, in writing
on or before September 30,2017(Rusty,Smith @tylertech.com), thot you object to these policies
being opplied to you, Tyler will invoice you for the services you receive as set forth below:
* Subscription Fees, or what DHD referred to as Maintenance Fees,will be Invoiced to you
by Tyler at least 30 days In advance of your regular billing cycle.These Subscription Fees
are payable in exchange for your access to the software you licensed from DHD,and for
the maintenance and support services Tyler will now provide to you on that software, If
you do not timely pay applicable Subscription Fees,then you may not take advantage of
uptime/hardware guarantee credits,and you are at risk of having your access to the
software suspended.Your billing cycles will automatically renew unless you notify us In
writing that you no longer want access to the software.
# Tyler will now provide the implementation services set forth in the Statement of Work
that you agreed to with DHD,if any.Tyler will Invoice you for those services according to
the fee schedule set forth in the applicable Implementation SOW. If there is no SOW,
then Tyler will Invoice you for services monthly on a time and materials basis,as
delivered.
Agreement No. 3516B
The invoices we send you will be reasonably detailed, If you have questions about an invoice,or
dispute its contents,you must notify us within 30 days of your receipt of the invoice. If you do
not provide that notice,we will expect you to remit fees within 45 days of the invoice date, If
you do provide us with notice of an invoice dispute,you may only withhold payment on the
invoiced amounts that are actually indispute.
Rahul Saxena sent you a letter announcing the acquisition and providing the address for Tyler's
lockbox.While you may continue to send payments to that lockbox,we prefer to receive
payments e|ectronica|k/. Our electronic payment information is
Bank: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco,CA94104
ABA: 131000248
Account: 41I4302472
Beneficiary: Tyler Technologies, Inc.—Operating
Please note that all fees are exclusive of all taxes, duties, and assessments, all of which will be
paid by you. if you are exempt from paying sales or use taxes, please provide a tax-exempt
certificate.
Notices
Where formal notice is required, please update the applicable contact information to:
Tyler Technologies, Inc.
Attention: Rusty Smith, General Manager
2l6OSatellite Blvd
Duluth, GA 30097
Thank you very much for your attention to this letter.Tyler looks forward to serving your
software needs,and to building a long-lasting partnership with you. If you have any questions or
concerns throughout your relationship with Tyler,please consider me one of the various Tyler
resources atyour disposal,
Regards,
\ �
Rusty Smith
General Manager ofTyler's Enen3ovbusiness unit,the new home ofDHD
Agreement No. 35166
tyler,
ecnnologies
Exhibit I
Maintenance and Support
Effective as of the date of this letter,for so long as you timely pay your Maintenance Fees,then
in addition to the terms set forth in the Support Call Process attached below,we will:
1.1 perform our maintenance and support obligations in a professional,good, and
workmanlike manner,consistent with industry standards,to resolve Defects in the Tyler
Software(limited to the then-current version and the immediately prior version);
1.2 provide telephone support during our established support hours;
1.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software
and Third Party Software,If any,in order to provide maintenance and support services;
and
1.4 provide non-Defect resolution support of prior releases of the Tyler Software in
accordance with our then-current release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently,we use a
thlrd-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix
and Rescue by LogMeln. Therefore,you agree to maintain a high-speed internet connection
capable of connecting us to your client machines. You agree to provide us with a login account
and local administrative privileges as we may reasonably require to perform remote services.
We will,at our option, use the secure connection to assist with proper diagnosis and resolution,
subject to any reasonably applicable security protocols. If we cannot resolve a support issue
remotely,we may be required to provide onsite services. In such event,we will be responsible
for our travel expenses, unless it Is determined that the reason onsite support was required was
a reason outside our control. Either way,you agree to provide us with full and free access to the
Tyler Software,working space,adequate facilities within,a reasonable distance from tile
equipment,and use of machines,attachments,features,or other equipment reasonably
necessary for us to provide the maintenance and support services,all at no charge to us.
For the avoidance of doubt, Maintenance Fees do not Include the following services: (a)onsite
support(unless"Tyler cannot remotely correct a Defect in the Tyler Software,as set forth above);
(b)application design; (c) other consulting services; or(d) support outside our normal business
hours as listed in our then-current Support Call Process, Requested services such as those
outlined In this section will be billed to you on a tirne and materials basis at our then current
rates. You must request those services with at least one(1)weeks'advance notice.
Agreement No. 35166
tyle:r
Exhibit 1
Schedule A
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community—an on-line resource,Tyler Community provides a venue for all Tyler
clients with current maintenance agreements to collaborate with one another,share
best practices and resources,and access documentation.
(2) On-line submission(portal)—for less urgent and functionality-based questions, users
may create unlimited support incidents through the customer relationship management
portal available at the Tyler Technologles website.
(3) Email—for less urgent situations, users may submit unlimited emails directly to the
software support group.
(4) Telephone—for urgent or complex questions,users receive toll-free, unlimited
telephone software support.
A number of additional resources are available to provide a comprehensive and complete
support experience:
(1) Tyler Website— wr �:, —for accessing client tools and other information
including support contact information.
(2) Tyler Community—available through login,Tyler Community provides a venue for
clients to support one another and share best practices and resources.
(3) Knowledgebase—A fully searchable depository of thousands of documents related to
procedures, best practices,release information,and Job aides.
(4) Program Updates—where development activity Is made available for client
consumption
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 6 PM Eastern
(Monday—Friday). Clients may receive coverage across these time zones.Tyler's holiday`
schedule is outlined below.
y _ There will be no support coverage on these days.
.. .. a
New Year's Ir9a Thanksgiving Day
�._
Memorial Day Day after Thanks Iving
[,lndeperndence
�� Christmas Day D
Agreement No. 3516B
Issue Handling
Every support Incident Is logged into Tyler's Customer Relationship Management System and
given a unique Incident number.This system tracks the history of each incident,The incident
tracking number is used to track and reference open Issues when clients contact support.Clients
may track incidents, using the incident number,through the portai at Tyler's website or by
calling software support directly.
Each incident is assigned a priority number,which corresponds to the client's needs and
deadlines,The client is responsible for reasonably setting the priority of the incident per the
chart below.This chart is not Intended to address every type of support incident,and certain
~characteristics" may mrmay not apply depending onwhether the Tyler software has been
deployed,0ncustomer infrastructure or|nthe cloud,The goal|s10help guide the client towards
clearly understanding and communicating the,Importance pfthe issue tmassist\nprioritizing the
response and resolution,
Priority
ChmrmoteotiocmmfBup¢w»ftIncident
Level
Support Incident I hat causes (a)corpjj|eteapplication failure orapplication
1 unavailability; (b) application failure or unavailability in one or more of the �
Critical client's remote location;o,(c) mystern|closs pfmultiple essential system
functions.
--------`^----------------~- —~— -- ---
2 Support incident that causes(m)repeated,consisteptfa//uneofeasentia|
High functionality affecting more than one user or(b) loss or corruption of data,
-------~— ------~ ------
Priority Level 1 incident with an existing circumvention procedure,or a Priority-
Medium Level 2 incident that affects only one user or for which there is an existing
/
circumvention procedure,
............ _________............
_____________'�___
4 Support incident that causes failure of non-essential functionality or a cosmetic �
Non- qrother issue that does not qualify asany other Priority Level. �
critical
If a client feels they are not receiving the service needed,they may contact the appropriate
Software Support Manager.After receiving the incident tracking number,the manager will
follow up on the open issue and determine the necessary action to meet the client's needs.
On occasion,the priority or immediacy of a software support incident may change after
initiation.Tyler encourages clients to communicate the level of urgency or priority of software
support issues so that we can respond appropriately.A software support incident can be
escalated byany ofthe following methods:
(1) Telephone—for immediate response,call toll-free to either escalate an incident's
priority or to escalate an issue through management channels as described above.
Agreement No. 35166
(2) Email—clients can send an email to software support in order to escalate the priority of
an Issue
(3) on-dine Support Incident mortal—clients can also escalate the priority of an Issue by
logging into the clierit incident portal and referencing the appropriate Incident tracking
number.
Remote Support toot
Some support calls require further analysis of the client's database, process or setup to diagnose
a problem or to assist with a question.Tyler will,at its discretion, use an Industry-standard
remote support tool so that the Support Representative is able to quickly connect to the client's
desktop and view the site's setup,diagnose problems,or assist with screen navigation.More
information about the remote support tool Tyler uses is available upon request.
Agreement No. 35166
Agreement 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 Ootoier 20 13 ,by and
between CITY OF EL SEGUNDO, a municipal corporation("CITY") and DIGITAL HEALTH
DEPARTMENT,INC., a Georgia Corporation("CONSULTANT").
1. CONSIDERATION.
A. 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
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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;
ii. 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.
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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
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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.
7. 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:
Tyne of Insurance Limits{combined single)
Commercial general liability; $1,000,000
Professional Liability $1,000,000
Workers compensation 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(3 0)days prior written
notice to City.
C. Professional liability coverage will be on an"occurrence basis"if such coverage is
available, Mon 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
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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:VII."
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
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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:
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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.
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22. TANTE 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 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.
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.
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY O .. SHO Do DIGI " . T E'PAI " ME T,INC.
Greg Car ter,
City Man er
ATTEST:
Taxpayer ID No.
Tr c Wo4ver,.,'
City Clerk
APPROVED AS TO FORM:
MARK D.HENSLEY, City Attorney
By: a
Karl H. E rger,Assistant City Attorney
Page 9 of 9
m
Agreement No. 3516B
Agreement No. 4496
|. SCOPE OFSERVICES
A. Client retains DHD| to perforin, and DHD| oQeoo to pedhnn. the momAceo set forth in the
Implementation SOW andMaintenance SOW. The servicesto be donn d underthe Implementation
SOW a,re referred to herein as the "!MpLqjnpn tali on Sgirylaes." The servicesto Wgrformed tinder
the Maintenance SOW are referred to herein as the "Maintenance Services," TA Implementation
Services and the Maintenance Services are collectively referred to as "g-orvices' in this 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. DHD| must provide o site Uoonum for the Digital Health Department Env(nmmmemo| Health Data
MnneHama for Client. In addition, DHD( w00 provide datmhmoo and
upp|}ooUon server hmndwee, training of Client staff in the use of the DHD GyaVem, and other oom|ceu
specified inthe Implementation SOW.
O. DHD! will work with Client to configure the system folds and to customize modules to reeoommbly,
accommodate Client's policies and data WoxberimQ pmmct|oao. The final system will include each
program and support the business requirements outlined inthe Implementation SOW.
D. The mmnpm^ timing, pricing and other terms of any Services may he changed only by o fully executed
and revised SOW that replaces on existing SOW or by ofully executed change order that amends an
existing GOVV Notwithstanding the foregoing, to the extent m change is dictated by |aw, DM0 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 andlor schedule Impact of the
change is agreed upon by the parties in writing.
E. Maintenance Services during the first Momxenenuw Renewal /=nn will be a,the annual n/am`v./u":e
fee in effect at the end of the initial term plus an increase identified by DHD1, but not more than fifteen
percent(15%),with such cost to escalate at up to five percent(5%)for each Renewal Term thereafter.
||. PAYMENT FOR SERVICES
A. in consideration of the (nnp|emmn*ehmw Swmioaw. Client agrees to pay DHD|^ and DH0 ogmmem to
accept, the fees and,expense reimbursement(the"Imolementation Feoal imaccordance with the fee
schedule set forth|mthe Implmmnwwta§nnSOW(the" tImn Fee Schedule~).
B. |nconsideration ofthe Maintenance Services, Client agrees to pay DHD|, and DHD| agrees to accept,
the fees and expense reimbursement h 'Maintenance Fees") in accordance with tile fee schedule
met forth, in the Implementation SOW * 'MaInt nance Fee Smhed { ~> The Implementation Fee
Schedule and the Maintenance Fee Schedule are omDmc1|wmxy ,w0mned to herein as, the ~E00�
Schedules".
C. As more particularly described on the Implementation Fee Schedule, the total anticipated
Implementation Fees|u$15,500.0D. Awmore particularly described onthe Maintenance Fee Schedule,
the total anticipated Maintenance Fees during the initial term for Maintenance Services iu *6.500.00.
Accordingly,the total anticipated|mp|amontatiunFeeuandMointanoncaFouo(duhngthoinitia}1omnfor
Maintenance Services) is $22.U0O.00. Nothing |nthis Section III iuintended bythe parries tucreate o
cap onthe fees and expenses that would otherwise bedue under onSOW.
D. DHDiwiU Invoice Client monthly m, ntsuch other more frequent intnme|o as may baset forth in the
applicable Foo Schedule and payment therefor shall be nnmdu in United Gbotww dollars within thirty(30)
days ufthe invoice date. Any retainer,deposit orother billing tobepaid byClient before DHD| performs
any Services must baset forth onthe applicable Fee Schedule.
E. Invoices submitted hyDHQ| must boaccompanied with reasonably detailed supporting information and
documentation.
F. To the extent that DHD| is delayed in performing 8emimoo as a result ofClient's acts or omissions,
DHD|reserves the right toinvoice Client based onoriginal timelines.
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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
1. 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
("S99 ojv ra t„ g°'), 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 programming/formatting 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,
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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"Cllent Content").
1 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 expiratlon 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 Accootancq° 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 date 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.
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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.
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Exhibit Al
Implementation Statement of Work
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I. 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 wili 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 databaseldocument to the secure FTP site provided by DHDI.In these cases,
the Client will not have to create extract programs.
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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("cleans. 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-)o=,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 offline 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.
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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, revlews,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 Inspectlon Report
(4) HazWaste Generator Notification Form
(5) HazWaste Generator Business Submittal Form
(6) Accidental Release Prevention Form
(7) Aboveground Storage Tank Inspection Report
(6) 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 retums 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.
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(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 (i.e.
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
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The purpose of the CaIARP 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-lo-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 flatrate 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 Clienton 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.
II. 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 Cl'ient's responsibility to provide space for training
that includes a computer with Internet access for each user.
DHDI uses traln-the-trainer methods,breaking up users by program area and access perrnissions. 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
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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 l*p 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 QA 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.
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2. Services provided under this Statement of Work will be performed at DHDI offices in Charlotte,
NC.No services will be provided at the Client's 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 cant' 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.
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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
todu�Yu Y
C'ondr,jct Ini't'ial design meeting _ X .. .._......_._. .._. X
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Flow Charts
Screens
Tables
Generated Reports
Review design documentation for Phase 1 �
Design Phase 2: X X
Reports/Queries
UAT Plan
Data'Conversion Map
Create data mapping template _ X X
�_.X
Create conversion plan _ _ ..._..._ X
Create security plan .._. . __.. X
_'Review design_dcur°nents for Phase 2 � _.___m. �__, X X
Return all c6ggr s to documents to Dl'°i'DI X X
Develop final design of flow charts,screens,tables,generated �X X
rerts r ort's,narratives,test plans,and data conversion maps w
_ _... _...... .__._._......................
9 �l�n of systrta X
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Update desi n�do rabies _w._ X„ X
B. Phase 2: Development p y p
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D. Phase 4:Training
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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 whit 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 priodlies and deliverable dates change throughout the project phases. Any
change to the Project.Timeline wilt 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 dheolly 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)
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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 D'HDI's obligations set forth in this SOW.
VIII. 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
TWfie RbWired
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 ITweek.
Project The Project Manager will have prirnary_wonership of the operational • 1 hour each week for
Manager aspects of the project and will provide day-today direction to the project status calls (if
team.The Project Manager's responsibilities include: necessary)
• Manage the Client personnel and responsibilities for this project. 0 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 Sponsor,
IS Support Responsible for workin with DHDI on all data-related issues,including 10—20 h
p p g g total
ours
rovidin initial and final data sets for conversion into the COPA System. a..._.._..
Matter forms,business rules,etc.for custorn module builds..Also review and ..._.....
Subject Provide Information to DHDI about the Client's hour each week for
status calls
Experts i 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`
B. DHDI Resources
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Project The� ..���....� '.�. Leader during the duration p ,1
Pole The D DlI Project Manager will function as the Project Team Le uration of the ro ed
1 1 9 1
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 date 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 K 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
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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:
1. 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 5:$1,000.00 due on delivery of printable forms for client testing
g) Milestone 7:$2,750.00 due on web system go-live
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Exhibit B
Maintenance and Hosting Statement of We-rk
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I. 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 offline 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.
II. 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 eater issues,open tickets,and enter requests. C'SAs
can also monitor the progress of the ticket as Itmoves 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. Brag 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,.DIADI 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 a 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:
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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(lie maintenance
schedule. When Critical Bugs and Escalated Issues are reported,they are verified by
DHDI,acknowledged,and typically resolved within twenty-flour(24)hours, If a Critical Bug
will take longer then 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(7)business
days.
5. A Work Order is defined as a list of issues,grouped by issue priority and system
module„created by DIIDI staff and approved by the Client. Work Orders may contain up
to twenty(20)Issues and must be approved by Ctienl 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 changes
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 Order's is sixty(430)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„'Indicat'ing 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.
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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.
5. 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 tested and 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.
F. 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 escatate an item to one department or another(for example,
Database Administration,Project Management,or Development), Any 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.
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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 Managers 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.
I. 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 maybe 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
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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 add'illonal 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
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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 President's office.
4. All updates and notifications will be delivered via email to the Client contact.
L 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.
J. 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 afield 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.
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D. User Manual: Electronic user manual documentation is configured to reflect the custom
features of Client's specific version on the application.
V. Roles and Responsibilities
Role Resp,arisibililies
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 Clieni is resp........'........-.m_.._. PP 9 y
W� �W����onsible fora ointin a System Administrator who can
verity 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 property.
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 TechnicalThe Client is 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
I 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.).
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VI. Payment Terms
System Maintenance Is due on the first day of each quarter,and will be invoiced at least(hirty(30)calendar
days prior to the due date. DIADI payment terms are Not 30 Days, Clients wilh delinquent accounts may not
take advantage of the uptime and hardware guarantee credits, and severe deflnquencies may result in a
temporary suspension of maintenance services,up to and including access to the system,
A. Maintenance Year 1:$6,500.00
1. Payment 1,due on system go-flve:$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 510/6.
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HD Digital Health Department
Price Estimate
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.
DUD CUP: JS ste
A 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. 35166
Agreement No. 4496
1pltal f-lealth Department
Price Estimate
September 17,2013
tddag Information
Initial Setup Cost
(Implementation and configuration of the DHD CUPA System) $15,500.00
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