Loading...
NexLevel Information Technology, Inc. - 2017 Agreementf AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this ° day of LCD U(? 20, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: NexLevel Information Technology, Inc., having a principal place of business at 6829 Fair Oaks Blvd, Suite 100, Carmichael, CA 92608. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on I0%1 /1 land will continue in effect through ( /q 6unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4835 - 2267 -03610 -1- LAC104706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. A. Consideration ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed 577,400.00. D. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4835 - 2267 -03610 LAC104706083 .. responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4835 - 2267 -03610 -�- LAC104706083 including the loss of use thereof-, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: 0 CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; Y CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835 - 2267 -0361v1 _4_ LAM04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of feasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement_ or any duties or obligations thereunder to a successor - governmental - entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale- of CONSULTANT's, business no later than- thirty (30) days prior to any such sale. CITY shall have the option of term_ inating this .:,= Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7..A shall be in writing and sent to the address for notices to `-'.CONSULTANT set forth in Exhibit A, Subsection V.H., no later than, thirty (30) days after - CITY ",receipt of such notice of sale. If 'CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. - _ = ;B. " Termination by City for Default of Consultant : Should CONSULTANT default in the performance of this Agreement or materially breach any of .its provisions, CITY, at CITY_ 'S option, ,,may terminate* this Agreement by giving written notification to CONSULTANT. For the purposes of this section, m_ _a_terial breach_ of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTA- NT'S breach of any of its representations, warran_ an or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for,work completed in accordance with the terms of this Agreement through the date of the termination,riotice, as reasonably determined by CITY, provided that such payment shall not exceed_ the amo- -set forth in -this Agreement for the tasks described on Exhibit C '?, which have been fully; competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the ,performance of t_lus, Agreement or material breach by CONSULTANT of any of its provisions, then in addition to' any other rights and remedies CITY 4835- 2267- 0361v1 _5_ LA004706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 4835 - 2267 -03610 LAC104706083 -6- C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4835 - 2267 -03610 _�_ LAM04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: ILe�I 1Y1MGt�10� t�� �- CITY OF GILROY By: Name:'Terry Hackelman Title: Managing Principal Social Security or Taxpayer Identification Number 68- 0464968 4835- 2267 -03610 LAC104706083 -g- ,!-.I Name: Gabriel A. Gonzalez Title: City Administrator Approvers as to Form jk:L City Attorney 4835- 2267- 0361v1 LAM04706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Patrick Griffin, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, * ,6 shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835 - 2267 -0361 0 -1- LAC104706083 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been' previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, ificludin _ - _ _g invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, 'contained herein, and CITY expressly relies upon CONSULTANT'S representations and. warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and' duties in conformance to and consistent with the standards generally recognized_ as being employed' by professionals in the same discipline in the State of California. Arty plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard_ of Appearance, organization and content- of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the ,professional quality_ , technical accuracy, and the coordination of the Services furnished -by it under this Agreement. CONSULT_ ANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or- of any cause of action arising_ out of the performance of this Agreement, and CONSULTAT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives' or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) o_ f CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period'orf three (3) years (from the date of- final payment to CONSULTANT), or for any longer period required by law, sufficient books and records, in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) ,business days after CITY's request. 4835 -M -03610 -2- LAC104706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other, written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835- 2267 -0361 v1 _3 _ LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: sca� G-D(Av `1 City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Terry Hackelman, Managing Principal NexLevel Information Technology�Inc. 6829 Fair Oaks Blvd, Suite 100 Carmichael, CA 95608 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267 -03610 -4- LAC104706083 ik 4835-2267-03610 LAM04706083 EXHIBIT SCOPE OF' SERVICES Phase 1 - Initiate The Initiate phase includes confirming our understanding, as well as the understanding of the stakeholders, regarding the scope of work and the process for accomplishing the overall objectives of the project. The following table provides a detailed discussion of what each task will entail. Task Description: NexLevel will meet with the City's Project Sponsor and other key staff to complete a detailed review of the scope of work, project timeline, deliverables, project status reporting methods, project participants, and other items to ensure a well - planned project. During this meeting, NexLevel will discuss the tools and templates that will be leveraged. Task Description: NexLevel will publish a Work Plan and present the Work Plan to the City's Project Sponsor to review and obtain feedback. The goal of this meeting will be to obtain consensus on the Work Plan. Deliverables: Work Plan Task Description: To support the activities associated with Phase 2 of the project, NexLevel will first review all applicable information available on the City's web site. NexLevel will then request and review the available documentation which may include, but is not limited to, the following: o City Council Priorities o Current Strategic Business Plan, Budget, and CIP o Current IT Major Initiatives o Previous Related Assessments and Technology Plans o Technology Budgets and Capital Plans o Technology Governance Agendas and Minutes o In Process or Planned Technology Project Documentation o IT Inventory o IT Policies and Procedures o IT Disaster Recovery Plan o Network Architecture Documentation o IT Service Level Agreements o IT Performance Statistics or Activity Reports o Technology Vendor Listing and Agreements Deliverable: Documents Request Task Description: Since the project will have a Citywide impact, it is important to proactively communicate with all impacted staff to ensure a clear understanding of project goals and objectives, roles and responsibilities, approach, tasks, and timeline. The Kickoff Meeting also provides the opportunity to introduce the NexLevel team to City staff, and should involve senior level management and project sponsors. It is important that all City staff that will be involved in the project, regardless of their role, participate in the project Kickoff Meeting. Deliverable: Kickoff Meeting Presentation Phase 2 - Analyze In the Analyze phase, NexLevel will work closely with the City's technology stakeholders to define the future vision for the use of technology and the gap between that vision and the current IT realities. NexLevel will develop an assessment of how well the City's IT support organization complies with best practices, and identify gaps between the level of service provided by the IT resources and user service level expectations. The assessment is developed based on information gathered through in- person interviews, site visits, an easy -to -use online survey, a self- assessment checklist, and a review of the City's technical documentation. In those areas where the assessment indicates that action is needed, NexLevel will provide a finding and one or more recommended actions, an assessment as to the relative priority of each recommendation, and an action plan that considers the relative importance of each recommendation, including a recommended timeframe for implementation. The following table provides additional detail regarding each task in Phase 2. Task Description: NexLevel will conduct an online user survey to determine overall satisfaction in terms of IT service delivery and support. The survey provides a mechanism that provides all users input regarding IT service delivery satisfaction and future technology needs. Once the survey is concluded, NexLevel will prepare a Survey Results report summarizing the information gathered from the survey. In addition, the report provides information about what a well- funded and high performing technology service delivery organization would strive to attain. The information gathered from the online survey provides valuable input for the IT Assessment. Deliverables: Online Survey; Draft and Final Survey Results Reports Task Description: NexLevel will facilitate a series of onsite workshops with City Departments to identify the current technology environment within each organization, barriers to full utilization of those technologies, and planned uses and expansion of technology in the future. The workshops will be held for each Department and attended by Department managers and key staff as directed by the City. Based on a review of the City's current organization chart, NexLevel estimates approximately 25 interviews will be needed. The final determination of workshop participants will be identified during project planning activities. It should be noted that if the City desires, NexLevel will interview the City's elected officials as a part of this task. As part of this activity, NexLevel will create an Application Effectiveness Matrix that will be included in the IT Assessment. The Matrix provides an evaluation of how effectively key applications are used by the Departments to fit their current and future needs. Task Description: NexLevel's IT Assessment evaluates whether the City's technology infrastructure and support organization is prepared to support the future needs of the City by reviewing six key operational "assessment dimensions," which are described briefly below. This review takes a comprehensive "best practices" view of essential technology delivery components, as a weakness in any one particular dimension can adversely influence the overall effectiveness of the organization. The six assessment dimensions include: Technology Governance — Evaluation of the current IT organization and assessment of its skills, staffing levels, and capability to support operation and maintenance of current and future systems. This will include a review of IT project management practices, planning activities, IT hardware refreshment, policies and procedures, and the use of oversight committees. Service Delivery — Evaluation of the daily operation of the IT environment including budget, service metrics, maintenance, help desk, configuration management, change management and capacity management. Business Technology Applications — Evaluation of the processes and methods to support business and operational technology applications. Security — Evaluation of the use of software monitoring tools, virus protection procedures, physical hardware security, network vulnerability, passwords, data backup /recovery processes, physical and data security, integrity planning, PCs, network, firewall, incident response, patch management, anti -virus protection, business continuity and emergency operations. Infrastructure — Review of the network, servers, desktops, telecommunications, storage configurations, mobile devices, printers, remote access, data storage, server management, and operational procedures. Administration — Review of technology procurement processes, contract management, vendor management, software license management, budget /charge back management and physical inventory processes. The IT Assessment is developed based on: o Information gathered in the course of the business technology interviews with key stakeholders o Information gathered as a part of the "Voice of the User" Survey o Results of the self- assessment checklist o Interviews with IT support staff NexLevel's team will consolidate this information and develop the IT Assessment in terms of the City's compliance with best practices in the six assessment dimensions. The completed IT Assessment Report will include a summary of the user survey, a summary of the best practices assessment, a SWOT (strength, weaknesses, opportunities, and threats) analysis, specific findings and recommendations that are realistic and actionable, and a proposed action plan for their implementation. The final report will include observations and recommendations regarding the adequacy of the City's IT support structure, along with technology training for IT and the entire organization. Task Description: NexLevel will prepare a draft of the IT Assessment Report and conduct a meeting to review it with the City. Once the City has had an opportunity to provide feedback on the draft report, NexLevel will incorporate revisions as needed and deliver the final report. Deliverable: Draft and Final IT Assessment Report Phase 3 — Strategize In Phase 3, Strategize, NexLevel works with the City to review and analyze the findings of previous phases in order to identify, analyze, and prioritize projects to be included in the IT Strategic Operating Plan. NexLevel brings to the City proven methods and tools to ensure identified projects are well defined, understood by the stakeholders, and prioritized using agreed upon criteria. During this task, NexLevel will facilitate a Project Prioritization Workshop that uses a multi -step process to arrive at a City -wide prioritization of identified projects that will provide the basis for a roadmap in the IT Strategic Operating Plan. Task Description: NexLevel will utilize the results of the IT Assessment Report to identify projects that will improve the City's use of technology. The projects will be designed to serve the City's immediate and long -term technology needs. In addition, NexLevel will conduct research of benchmarks and comparisons to similar implementation approaches used by similar sized cities. This activity will provide an opportunity to apply "lessons learned" from other organizations to the IT Strategic Operating Plan. The output of this effort will be a list of recommended projects, along with a project description, cost estimates, implementation timeframes, and other criteria to prepare for project'- roject prioritization. Deliverable: IT Project Portfolio T NexLevef will facilitate a Citywide'Prioritization Workshop, utilizing a multi -step prioritization methodology that encourages staff participation and collaboration. The workshop is designed'to ,help drive consensus to obtain Citywide prioritization of projects. The end result of the workshop is a prioritized list of projects assigned to a timeframe. In addition, the workshop is designed to identify IT Strategic Operating Plan enabling factors, Which are defined as key elements that ,must�be in place or occur to allow the.,p`lan to be a success. Examples of enabling factors could include training_, staffing_ , budget, governance, project management, and' change management. ;Deliverab'les: ;Prioritization Workshop..ai d, Prioritized IT Project - Portfolio = Task'Descr`iption: NexLevel will incorporate work products from previous tasks as the foundation_for the development of the City's IT Strategic Operating Plan. N(xAevel will ,use this information, at well as other information provided by staff and independent research, to create a draft of the IT Strategic Operating Plan and review it With the City. The Plan will include a discussion of emerging technologies in the 1,fi,el'd;.and the potential benefits to- the City of considering these emerging ,;technologies. It will also contain actionable recommendations for the delivery of technology services, along with measurable performance_ metricsJo monitor IT service delivery. �NexLevel will revise and update the IT Strategic Operating Plan based on feedback from the City and conduct a final technical and quality review of the final IT Strategic Operating Plan before submission-to the'City's management team. NexLeve'I will develop a Microsoft P-owerPoint presentation for the IT Strategic Operating 'Plan that describes how it Was developed and its key components. Deliverable:, braft,and Final IT Strategic Operating Plan and Strategic Operating Plan Presentation — - -- - - - - -- - - - 4835 - 2267 -03610 LAC104706083 EXHIBIT "C" MILESTONE SCHEDULE- -I- Exhibit C = Milestone - = Schedule Based on NexLevelis experience on similar projects, as well as our knowledge of the City's environment, we estimate that this, will require_approzimately 16 we to complete. The success of achieving this schedule largely depends on. the availability and knowledge of the _City assigned staff. Figure 3 below identifies the estimated weeks per phase. 1„ : 3' Liu' T - t ' 4835 4267 -03610 LAD04706083 EXHIBIT "D" PAYMENT SCHEDULE • 1, 'A Exhibit ® - Pay m' exit ,Schedule NexLevel will bill the City at the end' of each month for the prior months' project activities. Invoices will provide detail about the number of hours worked by each NexLevel resource, along with a description of the project activities worked on }` NexLevel will bill travel expenses incurred at the end of each month with our regular monthly billing. Travel expenses will be substantiated by actual receipts. NEXLINF -01 CCONT'RERAS A��ry >OW CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD /YYYY) 09/20/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAMF- Premier Agency, Inc. 5 Sierra Gate Plaza 2nd FI Roseville, CA 95678 PHONE FAX Arc No Exf . 916 7841008 A/C N, : 916 7848116 E-MAIL INSURERS AFFORDING COVERAGE NAIC 05/01/2018 INSURER A: Travelers Property Casualty Company of America 25674 INSURED INSURER B: Travelers Indemnity Co of CT 25682 INSURERC: 10,000 Nexlevel Information Technology, Inc. INSURER D . PERSONAL 8 ADV INJURY 6829 Fair Oaks Blvd Ste 100 Carmichael, CA 95608 INSURER E, GENERAL AGGREGATE INSURER F: PRODUCTS - COMP /OP AGG 2,000'000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER' 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE iNsn SUBR wyn POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X ZLP13N222951715 05/01/2017 05/01/2018 EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED 500,000 MED EXP (Any one person) 10,000 PERSONAL 8 ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY [X ER8f 7] LOC OTHER GENERAL AGGREGATE 2,000,000 PRODUCTS - COMP /OP AGG 2,000'000 B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AURTEOS ONLY AUTNOSW AUTOS ONLY X AUOTO6 ONLO BA8141X98817TEC 05/01/2017 05/01/2018 COMBINED SINGLE LIMIT 2ccden 1,000,000 BODILY INJURY Per person) BODILY INJURY (Per accident) X Pe!acadent AMAGE A X UMBRELLA LIAB EXCESSLIAB X OCCUR CLAIMS -MADE ZUP13N223381715 05101/2017 05/01/2018 EACH OCCURRENCE 1,000,000 AGGREGATE 1,000,000 DED X RETENTION $ 0 • WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y❑ FFICER/MEMBER EXCLUDED? Mandatory In NH) If es describe under DESCRIPTION OF OPERATIONS below NIA HJUB7615XO0317 05/01/2017 05/01/2018 —X—[PER OTH- - E L EACH ACCIDENT 1,000,000 E L DISEASE - EA EMPLOYE 1,000,000 E L DISEASE - POLICY LIMIT 1,000,000 • Professional Liab ZPL14R360811715 05/01/2017 05/01/2018 Limit 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Service Agreement: Information Technology Strategic Operating Plan. The City of Gilroy, its officers, officials and employees are named as an additional Insured, per the attached endorsement. City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I--- � Ic) ACORD 25 (2016/03) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: ZLP- 13N22295 -17 -I5 ISSUE DATE: 09/15/17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): City of Gilroy, its officers, officials and employees 7351 Rosana Street Gilroy CA 95020 Re: IT Strategic Operating Plan Section II - Who Is An Insured is amended to include as an additional insured the per- sons) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury ", "property damage ", "personal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing op- erations; or B. In connection with your premises owned by or rented to you. CG D4 11 04 08 © 2008 The Travelers Companies, Inc. ' Page 1 of 1 Includes the copyrighted material of Insurance Services Office, Inc. with its permission