Cities Index.
Intterra SaaS-Original Agreement

Santa Monica City Council
September 10, 2024

Document
Intterra SaaS-Original Agreement
Meeting
September 10, 2024
Body
Santa Monica City Council
Original file
2.9 MB
Text extracted from the city's file for reading and search. Open the original on santamonicacityca.iqm2.com. That file is the official record.

- 1 - Rev. October 2023
Agreement No. 11550 (CCS)

SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement (“Agreement”), entered into on __________________ (“Execution Date”), by and between INTTERRA, LLC (“Intterra”), a limited liability company, and the CITY OF SANTA MONICA (“City”), a California municipal corporation, each a “Party” to this Agreement and collectively referred to as the “Parties”, and is made with reference to the following:

RECITALS
A. City is a municipal corporation duly organized and existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution of the State and the Charter of the City.

B. On October 9, 2023, the City issued a Request for Proposal (“RFP”) seeking a qualified vendor to provide City with a cloud-based common operating platform that is able to share data across multiple computer-aided dispatch systems across the region and to be used by the Los Angeles Area Fire Chief’s Association. A copy of the RFP is attached hereto as Exhibit A.

C. In response to the City’s RFP, Intterra submitted its proposal (“Proposal”) for the project on or around November 27, 2023. A complete copy of Intterra’s Proposal is incorporated into this Agreement and attached hereto as Exhibit B. Included within the Proposal is the “Statement of Work” that Intterra and City have agreed upon for the implementation of the City’s project. A copy of the final Statement of Work is attached hereto as Exhibit C.

D. Intterra is a limited liability company that was formed in Nevada and maintains its principal offices at 3740 Dacoro Lane, Suite 200, Castle Rock, CO, 80109. Intterra represents to City that it may lawfully transact business, and is currently doing business, in the state of California. Intterra further represents it has the experience and expertise necessary to provide the professional services contemplated by the Parties and as set forth in this Agreement.

E. City and Intterra desire to enter into this Agreement to provide City with a cloudbased common operating platform for multiple types of computer-aided dispatch systems and to do so upon the terms and conditions set forth below.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E 4/26/2024
- 2 - Rev. October 2023
NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows:

TERMS AND CONDITIONS

1. Definitions. The following definitions shall apply to the following terms as they appear in this Agreement:

1.1. “Affiliates” means, with respect to a Party, its parent company and subsidiaries and/or controlled corporations or entities which are directly or indirectly controlled by Party.

1.2. “City” means the City of Santa Monica.

1.3. “Client Party” means City and each of its Affiliates, Users, and Third-Party Users.

1.4. “Client Data” means all information and data provided or inputted by or on behalf of any Client Party for use with the System.

1.5. “Confidential Information” means: (i) Protected Information; (ii) all confidential and proprietary information of a Party, including, without limitation, business plans, strategies, products, software, source code, object code, clients, data models, discoveries, inventions, developments, know-how, improvements, works of authorship, concepts, or expressions thereof, whether or not subject to patents, copyright, trademark, trade secret protection or other intellectual property right protection; and (iii) all information any Client Party discloses, in writing, orally, or visually, to Vendor, or to which Vendor obtains access in connection with the negotiation and performance of this Agreement, and which relates to City, its employees, its third-party vendors or licensors, or any other individuals or entities that have made confidential or proprietary information available to City (or to Vendor acting on City’s behalf), that is marked or otherwise identified as confidential or proprietary or that, given the nature of the information, ought reasonably to be treated as proprietary or confidential.

Vendor’s Confidential Information includes all Proprietary Rights with respect to the Software, Custom Software and Software Work Product.

1.6. “Agreement Work Product” means all Client Data and all information and data generated by Vendor or any Client Party using Client Data in relation to the performance of this Agreement, including aggregate data generated using Client Data.

1.7. “Custom Software” means specifically modified reports, dashboard panels, or other features or modules of the Software created by Vendor for City as described in the Proposal, Statement of Work or other documents attached as exhibits to this Agreement.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 3 - Rev. October 2023

1.8. “Data Breach” means the unauthorized acquisition, access, use, or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of such information.

1.9. “Documentation” means all user guides, videos, embedded help text, and other reference materials generally furnished with respect to the System, whether in printed or electronic format.

1.10.“Party” in the singular refers to either of the parties to this Agreement, together with their Affiliates, while “Parties” in the plural refers to both the parties to this Agreement, together with their Affiliates.

1.11.“Permissions” means the username and password provided to City by Vendor or by City to Users for each User, as the same may be modified under the System.

1.12.“Proprietary Rights” means worldwide intellectual and proprietary property owned and/or properly licensed by a Party and all intellectual or proprietary property rights subsumed therein, including copyright, patent, trademark (including goodwill), trade dress, trade secret and know-how rights.

1.13.“Protected Information” means information that identifies or is capable of identifying a specific individual, including but not limited to personallyidentifiable information (PII), Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations (including, but not limited to 45 CFR § 160.103), medical information other than Protected Health Information as defined under HIPAA and the HIPAA regulations, Cardholder Data (as currently defined by the Payment Card Industry Data Security Standard and Payment Application Standard Glossary of Terms, Abbreviations, and Acronyms), student records, or individual financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); the federal Gramm- Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); the federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); the federal Fair and Accurate Credit Transactions Act (15 USC § 1601 et seq.); the federal Fair Credit Reporting Act (15 USC § 1681 et seq.); and California Streets and Highway Code § 31490.

1.14.“SaaS Provider” means and refers to Intterra, LLC.

1.15.“Services” means the Software, Custom Software, and professional services that are the subject of this Agreement and identified in the Statement of Work, together with any Updates and Upgrades thereto.

1.16.“Service Interruption” means that any Client Party is unable to access the System as provided herein, excluding (i) scheduled maintenance windows of which City is notified at least 24 hours in advance and which occur outside of DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 4 - Rev. October 2023
normal business hours; (ii) scheduled repairs of not more than two hours duration in any one week period of which City is notified at least four hours in advance and which occur outside of normal business hours; (iii) critical repairs including security updates where advance notice cannot be reasonably provided and (iv) interruptions caused by transmission errors, Internet service providers, vandalism, User error or other factors beyond Vendor’s or its direct Service Providers’ reasonable control.

1.17.“Service Provider” means a third-party service provider of City, Intterra, and/or any of their Affiliates.

1.18.“Server” means and refers to the server(s) utilized by Vendor for the System as defined in this Agreement. Intterra shall, in accordance with the notice provisions set forth in Section 13 below, keep the City’s Information System Department informed of the location and nature of the Server, in writing, throughout the Term of this Agreement.

1.19.“Software” means the object code version of the software products set forth in the deliverables section of the Statement of Work and made available to City under this Agreement by Vendor.

1.20.“Software Work Product” means software, programming, tools, documentation, and materials that are used, created, developed, or delivered by Vendor to City in connection with Custom Software, and all Proprietary Rights subsumed therein.

1.21.“Statement of Work” refers to the statement of work entered into and mutually approved in writing by the parties pursuant to this Agreement, including in particular but not limited to the Statement of Work (Exhibit C), the Proposal (Exhibit B), and any other documents attached as exhibits to this Agreement.

1.22.“System” means and refers to Vendor’s fully integrated web-based system, including the software, subscription service, and all other professional services, as specified in the Statement of Work, including any and all Upgrades and Updates. The System shall be accessible by any Client Party via a designated web site or IP address to be provided to City by Intterra.

1.23.“Third-Party Technology” means proprietary technology of third parties that Vendor provides, or enables access to, as part of the System.

1.24.“Third-Party User” means any customer, consultant, Service Provider, or agency partner of any Client Party that is using or accessing the System.

1.25.“Third-Party User Agreement” means the user agreement between a ThirdParty User and Intterra, as the same may be amended from time to time.

1.26.“Updates” and “Upgrades” means maintenance revisions, improvements, modifications, bug fixes, patches, corrections and enhancements to System provided by Vendor generally to its customers. The term “Updates” shall not DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 5 - Rev. October 2023
include custom reports or enhancements for which Vendor charges a separate or additional fee.

1.27.“User” means any single employee, contractor, agent, customer, investor, consultant or Third-Party User of City or any of its Affiliates who uses or accesses the System.

1.28.“Vendor” means and refers to Intterra and any of its Affiliates.

2. Term. The initial term of this Agreement (“Initial Term”) shall be for a period of two (2) years beginning on the Execution Date above, unless terminated earlier in accordance with Section 15 below.

2.1. Option to Extend Term. City, in its sole discretion, shall have one (1) option to extend the Term for an additional three-year period (“Option Term”) on the same terms and conditions as set forth in this Agreement. The City may exercise its option in writing, provided to Intterra pursuant to the notice provisions in Section 13 below.

3. System.

3.1. Software License Grant. Vendor hereby grants to City a nonexclusive and nontransferable license to use the System including all of the software licenses set forth in the Statement of Work and Proposal. Vendor represents that it possesses all rights and interest in the System including the software licenses set forth in the Statement of Work and Proposal.

3.2. Software as a Service. Vendor agrees to provide a fully integrated web-based System via a subscription service as described in the Statement of Work and to grant any Client Party a non-exclusive right to access the System, including all Updates and Upgrades, via the Internet. Any Client Party may use the System solely for internal business of City in accordance with this Agreement, including the Statement of Work, and the applicable Third-Party User Agreement and Documentation.

3.3. System Implementation. Vendor will configure, test, and implement the System in accordance with the schedule set forth in the Statement of Work. An estimated timeline for the complete implementation of the System is set forth in the Project Schedule and Compensation Budget, which is incorporated into this Agreement and attached hereto as Exhibit D. This timeline may be amended from time to time by the Parties as necessary. System acceptance will be complete after the System has been in successful full use for a consecutive period of 30 days without significant malfunction or error. Any significant failure (no workaround or fix) of the System or need for software correction for Software provided by Vendor during the acceptance period shall extend the acceptance period on a day by day basis until the correction is fully completed.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 6 - Rev. October 2023

3.4. System Maintenance and Support. Vendor will maintain and support the System as set forth in Section 3.10 below, the Statement of Work, and the Proposal.

3.5. Vendor Hosted System Model. Vendor will host the System and Client Data in a secure Internet accessible environment as described in the Statement of Work.

3.6. Users. City may license the System to the number of authorized Users as set forth in the Statement of Work. Each authorized User shall access and use the System (i) in accordance with the terms of this Agreement, including the Statement of Work, and applicable Third-Party User Agreement and Documentation, and, (ii) when applicable, through a unique and reasonably secure username and password as further described in the Statement of Work, Third Party User Agreement or Documentation. The System allows City to grant different levels of access to Client Data, to different Users, as described in more detail in the Statement of Work. It is City’s responsibility to designate the applicable access to be granted to each User. City shall cause all Users to comply with all obligations of City hereunder, to the extent applicable to Users.

Except for City’s and its Affiliates’ system administrators and where reasonably necessary for administrative or security purposes, no User may use the username/user identification or password of any other User.

3.7. Third Party Access. City shall also have the right for City and its Affiliates to permit Third Party Users to access or use the System in accordance with the terms and conditions of this Agreement, including the Statement of Work, provided that Third Party User has agreed in writing in advance to be bound by at least the same restrictions with respect to the System as City or has entered into a Third Party User Agreement with Intterra. Any rights granted hereunder with respect to the System to Third Party Users shall expire or terminate immediately upon the termination of the Agreement in accordance with its terms. City shall be responsible for ensuring the compliance of each Client Party with the terms and conditions of this Agreement and the applicable Statement of Work. However City shall not be responsible for the acts or omissions of Third Party Users related to their access or use of the System.

3.8. Security. Intterra shall provide City with the ability to create, modify and assign Permissions required for each User to access the System. City shall be responsible for safeguarding the Permissions and otherwise complying with the password and security procedures that Intterra may establish from time to time.

City shall promptly notify Intterra if City becomes aware that the security of its Permissions has been compromised.

3.9. Professional Services. During the term of this Agreement, Intterra will make available to City the professional services as set forth in the Statement of Work.

City may also contract for expanded services for additional days and hours in DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 7 - Rev. October 2023
accordance with Intterra’s then-current policies and prices. Notwithstanding the foregoing, Intterra will not be obligated to provide any support required as a result of, or with respect to, City’s operating systems, networks, hardware, or other related equipment of any Client Party use of the Services other than in accordance with the applicable Statement of Work and Documentation and as permitted under this Agreement.

3.10.Service Level. Intterra shall provide the Service Levels set forth in the Statement of Work and Proposal, including the 99.5% uptime requirement, and including response no less quickly than in accordance with the following priority levels:
(a) A Level “A” Priority shall mean and refer to a System error that renders the System inoperable. Intterra shall assign resources within the first hour and shall continue to work on the problem until the problem is resolved.

Average resolution time shall be less than eight (8) hours. (b) A Level “B” Priority shall mean and refer to the detection of a System error that seriously impairs System operations but does not render the System inoperable. Intterra shall assign resources within four (4) hours and continue to work on the problem until the problem is resolved. (c) A Level “C” Priority shall mean and refer to a minor problem, but of sufficient severity to warrant correction before the next scheduled Upgrade or Update. Intterra shall assign resources sufficient to resolve the problem within no more than thirty (30) days.
(d) A Level “D” Priority shall mean and refer to any other minor problems that do not severely affect the operation of the System. Intterra shall incorporate corrections into the next scheduled Upgrade or Update.

3.11.Backup. Intterra shall maintain a backup of all Agreement Data as set forth in the Statement of Work and shall, on written request from City, provide a copy of the backup to City.

4. City Obligations. City shall: (i) provide Intterra with reasonable access to City’s premises as appropriate to enable Intterra to perform its obligations hereunder; (ii) provide adequate resources to participate in or facilitate the performance of the System; (iii) timely participate in meetings relating to the System; (iv) assign personnel to work in consultation with Intterra; (v) safeguard the user ID’s, passwords and other security data, methods and devices furnished to City in connection with the System and prevent unauthorized access to or use of the System; (vi) be responsible for City networks, equipment and system security required or appropriate in connection with the System; (vii) be responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Client Data; (viii) transmit Client Data only in an encrypted format, to be mutually agreed by the DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 8 - Rev. October 2023
parties; and (ix) take such other actions as are required of City pursuant to this Agreement, including any Statement of Work.

5. Confidentiality. The parties acknowledge and agree that for the implementation and operation of the System, each Party (the “Receiving Party”) may have access to certain Confidential Information of the other Party (the “Disclosing Party”), including Protected Information, that is exempt from disclosure to the public or other unauthorized persons under state and federal statutes. Each Party warrants and agrees as follows: (i) all such Confidential Information shall be kept confidential and protected from disclosure to any persons other than employees, agents, officers or representatives of such Party who have a need to know; and (ii) all such Confidential Information shall be held in the strictest of confidence and shall not be disclosed, disseminated or revealed to any other third party without the prior written permission of (a) for Intterra, an authorized representative of Intterra, and (b) for City, the Chief of the City’s Fire Department and the City Attorney. Each Party shall ensure that its employees, officers, agents and representatives who are involved with this Agreement will be advised of the terms of this confidentiality clause and will be instructed that they are bound by this confidentiality clause. The following information shall not be considered Confidential Information subject to this Section:
(i) information that is publicly available or later becomes available other than through a breach of this Agreement or a Data Breach; (ii) information that is known to the Receiving Party or its employees, agents or representatives prior to its disclosure by the Disclosing Party or is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or (iii) information that is subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality. If the Receiving Party is required by law to disclose any portion of the Disclosing Party’s Confidential Information in response to a subpoena, court order, or other similar document, including a request under the California Public Records Act, Receiving Party shall give prior timely notice of such disclosure to Disclosing Party to permit Disclosing Party to seek a protective or similar order, and, absent the entry of such an order, Receiving Party shall disclose only such Confidential Information as is necessary to be disclosed in response to such subpoena, court order, or other similar document, including a request under the California Public Records Act.

6. Key Staffing Changes In the event of any changes to Intterra’s key staff assigned to this Agreement, Intterra will notify the City as soon as reasonably possible.

Further, Intterra agrees that any replacement of key staff assigned to this Agreement will be made with individuals of comparable or higher experience or expertise.

7. Compensation & Invoices. The City shall compensate Intterra for the Services performed by it and provided to City during the Initial Term of this Agreement in an amount not to exceed $789,251. If City exercises its right to extend the Agreement for the Option Term as provided in Section 2.1, the total amount of compensation DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 9 - Rev. October 2023
paid to Intterra under this Agreement for the full five-year Term shall at no time exceed $2,135,730. Compensation paid to Intterra shall be in accordance with Exhibit D. Intterra shall invoice the City for the Services performed by it and provided to City, and City shall pay any undisputed amount correctly set forth in an invoice within 30 days of receipt of the invoice.

8. Copyright and Other Restrictions.

8.1. Intterra’s Proprietary Rights. Intterra owns all right, title and interest, including all related Proprietary Rights in and to, or related to the Software, Custom Software, Software Work Product and System, including all software programs contained therein. The Intterra name, the Intterra logos, and the product names associated with the System are trademarks of Intterra or third parties, and no right or license is granted with respect to their use. The System may contain intellectual property belonging to third parties. All such intellectual property is and shall remain the property of its respective owners. Except for the limited rights expressly granted herein, all right, title and interest in and to the Software, Custom Software, Software Work Product, and System are reserved by Intterra, and, except as expressly granted herein, nothing contained in this Agreement shall be construed as conferring any right, title, interest or license with respect to the Software, Custom Software, Software Work Product or System upon any Client Party, by implication, estoppel or otherwise. In addition, City agrees and acknowledges that Intterra shall have an unlimited right to incorporate into any updates, upgrades, or modifications to the Software, Custom Software and the System rendered through use thereof all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any Client Party relating to the System. Such Software, Custom Software and System, as updated, upgraded, or modified, shall be owned by Intterra as provided in this Section. Nothing in this Section shall affect the ownership by City of any and all Agreement Work Product or other City proprietary information.

8.2. Restrictions. Nothing in this Agreement shall be construed as a grant to City of any right to, and City shall not, and shall not permit any Client Party to: (i) reproduce, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System or any portion thereof; (ii) distribute, disclose or allow use of any of the System, or any portion thereof, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party; (iii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the System in any manner; (iv) create derivative works from, modify or alter any of the System in any manner whatsoever; (v) interfere with any third party’s use and enjoyment of the System; (vii) attempt to gain unauthorized access to the System, accounts, computer systems, or networks connected to any Intterra’s DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 10 - Rev. October 2023
server; or (vi) use any robot, spider or other automatic device or manual process to monitor or copy portions of the System.

8.3. Agreement Work Product. City shall own all right, title and interest in and to the Agreement Work Product, which shall never be deemed to be Software, Custom Software, System, or Software Work Product, even if delivered or incorporated therewith. Intterra shall have no responsibility, whatsoever, for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of Client Data, and Intterra shall not review, monitor or check the Client Data except as necessary to provide the System to Client and ensure the operation of the System in accordance with this Agreement. Intterra shall not be responsible or liable, in any way, for the deletion, destruction, damage or loss of any Agreement Work Product through no fault of Intterra or its providers without limiting Intterra’s liability to maintain backup data as set forth in the Statement of Work or Intterra’s obligations to maintain data security or in the event of a Data Breach as set forth in Sections 21 and 22 below.

8.4. Software Work Product. As between Intterra and City, Intterra shall be the sole and exclusive owner of all right, title, and interest in and to all Software Work Product and all Proprietary Rights subsumed therein. City expressly acknowledges and agrees that the Software Work Product shall not constitute work made-for-hire under the United States Copyright Act, and that Intterra shall have the exclusive right to protect the Software Work Product by patent, copyright, or any other means. Software Work Product shall be made available to City as part of the System to the extent set forth in the Statement of Work, and City shall have no other right to use any Software Work Product.

8.5 Notices of Infringement. Upon notice from Intterra, City agrees to reasonably cooperate with and assist Intterra (at Intterra’s sole expense) in protecting, enforcing and defending Intterra’s rights in and to the System and any Software Work Product.

9. System Warranty. Intterra warrants that the System will perform in all material respects in accordance with its Proposal, the Statement of Work, and any related Documentation when used in accordance with the terms of this Agreement on the hardware and with the third-party software specified by Intterra from time to time. In the event of any breach by Intterra of the warranty provided in this Section, Intterra shall be required to repair or replace the nonconforming System, at Intterra’s sole expense, as described herein. Intterra shall deliver to City a replacement System, a work-around and/or an error/bug fix as may be necessary to correct the nonconformity. If Intterra is unable to repair or replace the nonconforming System through the remedy set forth above, then such remedy shall not be an exclusive remedy and City shall have all remedies available in law or equity.

10.Services. Intterra represents and warrants that the Services shall be performed in a professional and commercially reasonable manner consistent with the standard of DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 11 - Rev. October 2023
care exercised by Intterra in performing similar services for other clients. City’s remedy for breach of this warranty shall be re-performance of the nonconforming Services, provided that Intterra must have received written notice of the nonconformity from City no later than 60 days after the original performance of the Services by Intterra. If Intterra is unable to re-perform the nonconforming Service through the remedy set forth above, then such remedy shall not be an exclusive remedy and City shall have all remedies available in law or equity.

11.Insurance. Prior to commencing work, Intterra must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the System by Vendor or Vendor’s agents, representatives, employees or subconsultants for the duration of this Agreement. Intterra must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit F, Insurance Requirements and Verifications.

12.Indemnification.

12.1.General Indemnification. Intterra agrees to defend, indemnify, protect, and hold harmless City, its agents, officers, boards and commissions, and employees (collectively, “City Indemnitees”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorneys’ fees, or payments for injury to any person or property (collectively, “Losses”), alleged to arise out of or result from any alleged acts, errors, or omissions of Vendor in connection with its performance under this Agreement.

Intterra’s responsibilities under this Section 12.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City Indemnitees, which may be in combination with the acts or omissions of Vendor, its employees, agents or officers, or subconsultants; provided, however, that Intterra’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City Indemnitees.

12.2.Infringement Claims. Intterra agrees to indemnify, defend, settle, or pay any third-party claim or action against any Client Party for infringement of any U.S. patent or copyright arising from City’s use in accordance with this Agreement of the System. If the System or any part of the System is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Intterra shall, at its own expense, either: (i) procure for City the right to continue to use the System; or (ii) modify the System to make it non-infringing, provided that such modification does not materially adversely affect City’s authorized use of the System; or (iii) replace the System with a functionally equivalent non-infringing program at no additional charge to City; or (iv) if none of the foregoing DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 12 - Rev. October 2023
alternatives is reasonably available to Intterra, terminate this Agreement and refund to City any prepaid but unearned fees paid to Intterra.

12.3.Conduct of Defense. Notwithstanding Intterra’s obligation to defend the City Indemnitees hereunder, City has the right to conduct the defense of the City Indemnitees and obtain reimbursement for reasonable costs of defense from Intterra, if City chooses to do so.

13.Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

13.1.All notices, demands, requests or approvals to the City:

Santa Monica Fire Department
City of Santa Monica
1685 Main Street
Santa Monica, CA 90401
Attention: Deputy Chief Tom Clemo
Re: Agreement No. 11550 (CCS)
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: Deputy City Attorney Ivan Campbell
Re: Agreement No. 11550 (CCS)
and to:

City of Santa Monica Information System Department
1685 Main Street, Room 105
Santa Monica, CA 90401
Attention: Chief Information Officer
Re: Agreement No. 11550 (CCS)

13.2.All notices, demands, requests or approvals to Intterra:

Intterra, LLC
3740 Dacoro Ln, #200
Castle Rock, CO 80109
Attn: Robert Edson
Re: Agreement No. 11550 (CCS)
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 13 - Rev. October 2023

14.Prohibition Against Transfers.

14.1.Intterra shall not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which shall not be unreasonably withheld. Any attempt to do so without the City’s consent shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer.

14.2.Notwithstanding the foregoing, no written consent shall be required for Intterra to assign, hypothecate or transfer this Agreement to (i) any parent or wholly owned subsidiary or (ii) to a successor by way of a merger, acquisition, sale, transfer or other disposition of all or substantially all of its assets, provided that for either (i) or (ii) Intterra provides City with written notice of such assignment.

14.3.The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Intterra or of any general partner or joint venturer or syndicate member of Intterra, if a partnership or joint venture or syndicate exists, which results in changing the control of Intterra, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

15.Default and Termination.

15.1.Right to Terminate for Cause; Notice and Opportunity to Cure. Either Party may terminate this agreement for cause if the other Party materially breaches any of the provisions of this Agreement and fails to cure such breach within 30 days after receipt of written notice thereof. In the event a longer period is required to complete a cure, the Parties may agree to extend such time periods provided that the breaching Party has commenced and continues to cure within the extended time period.

15.2.Rights Upon Termination. Upon termination of this Agreement by either party for any reason:
i. All licenses granted to the City under this Agreement shall terminate and revert immediately to Vendor, subject to other provisions of this Agreement regarding the City’s right to access Agreement Work Product. ii. Intterra shall promptly transmit or cause to be transmitted the Agreement Work Product in a form readable and accessible by the City. Intterra agrees to cooperate with the City for the transmittal of the information in a form reasonably acceptable by the City.
iii. The City’s rights to the Agreement Work Product shall be unequivocal and shall survive the termination of this Agreement.
iv. Upon termination of this Agreement, City will pay Intterra any compensation earned and unpaid up to the effective date of termination.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 14 - Rev. October 2023

16.Records.

16.1.Intterra must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided under this Agreement, including where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Intterra must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

16.2.Intterra must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.

Intterra must clearly identify all records and make them readily accessible to the City. At the City’s request, Intterra must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

16.3.Intterra must allow the City to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Intterra’s records, and Intterra agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Intterra, Intterra agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

17.Agreement Work Product; Reports.

17.1. Any Agreement Work Product prepared or caused to be prepared by Vendor or any subconsultant for this Agreement will be the exclusive property of City. No Agreement Work Product given to or prepared by Vendor or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Vendor without prior written approval by City.

17.2. At City’s request, Vendor must provide a report regarding the status of its performance of the Services.

18.Data Retention. All Agreement Work Product is the property of the City. At any time during the term of this Agreement at the City’s request or upon the termination of this Agreement for any reason, Intterra shall, and shall instruct all authorized persons to, promptly return to the City all copies, whether in written, electronic or other form or media, of all Agreement Work Product in its possession or the possession of such authorized persons. Intterra shall also securely dispose of all remaining copies in Vendor’s possession, if the City so instructs, and certify in writing to the City that all Agreement Work Product, including Protected Information, has been returned to City or disposed of securely, as requested by the City. Intterra shall comply with all directions provided by the City with respect to the return or disposal of Agreement Work Product, including Protected Information.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 15 - Rev. October 2023

19.Standard of Care. Intterra agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Intterra’s profession under similar conditions.

20.Subconsultants.

20.1.If Intterra proposes to have any subconsultant perform any part of the Services, Intterra must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.

20.2. Intterra will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Intterra and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. 11550 (CCS) entered into between the City of Santa Monica and Intterra, LLC on^^____________________.

21.Data Security. To the extent Intterra will collect, access, use, store, dispose of, or disclose Confidential Information, including Protected Information, the following provisions will apply.

21.1.Intterra represents and warrants that it will comply with all applicable federal, state, and local privacy and data protection laws, as well as all other applicable regulations.

21.2.Intterra shall implement administrative, physical and technical safeguards to ensure security of Confidential Information, including Protected Information, that are no less rigorous than accepted industry practices including National Institute of Standards and Technology (NIST) 800-53, Center for Internet Security (CIS) controls, the International Organization for Standardization’s standards (ISO/IEC 27001:2013 – Information Security Management Systems – Requirements and ISO-IEC 27002:2013 – Code of Practice for Information Security Controls), the American Institute of Certified Public Accountants trust principals for security, confidentiality, and availability (SOC 1 and SOC 2), and the Information Technology Library (ITIL) standards. Vendor shall ensure that all such safeguards, including the manner in which Protected Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with all applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. Intterra shall provide City with copies of: (a) its Data and Server Security Plan (as periodically updated); (b) its Business Continuity/Disaster Recovery Plan (as periodically updated); and (c) its annual DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E 4/26/2024
- 16 - Rev. October 2023
SSAE 16 SOC 2 Audit Report, subject to these documents being treated as Confidential Information under the terms of this Agreement.

21.3.If in the course of this engagement Intterra has access to or will collect, access, use, store, process, dispose of or disclose credit, debit or other payment cardholder information, Intterra shall at all times remain in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS at Intterra’s sole cost and expense.

21.4.All employees and subcontractors given access to any Confidential Information, including Protected Information, must agree to abide by the terms of the Agreement and restrict use of Confidential Information, including Protected Information, only for subcontractors or employees’ internal business purposes and only as necessary for the execution of the Agreement.

21.5.Intterra’s failure to adequately protect Confidential Information, including Protected Information, resulting in a Data Breach is a material breach of this Agreement. In such event, City may terminate the Agreement effective immediately upon written notice to Intterra without further liability or obligation to City.

21.6.Upon City’s request, to confirm Intterra’s compliance with this Agreement, as well as any applicable laws, regulations and industry standards, Intterra grants City or, upon City’s election, a third party on City’s behalf, permission to perform an assessment, audit, examination or review of all controls in Intterra’s physical or technical environment in relation to all Confidential Information, including Protected Information, being handled and services being provided to City pursuant to this Agreement. Intterra shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that processes, stores or transports Confidential Information, including Protected Information, for City pursuant to this Agreement. City may also request that Intterra perform a self-audit of all security programs and controls. In addition, upon City’s request, Intterra shall provide City with the results of any audit performed by or on behalf of Intterra that assesses the effectiveness of Intterra’s information security program as relevant to the security and confidentiality of Confidential Information, including Protected Information, shared during the course of this Agreement.

21.7.Intterra shall ensure all Confidential Information, including Protected Information, remains within the United States and is not transbordered out of the country without prior written authorization by City, which authorization may be withheld by City in its sole discretion.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 17 - Rev. October 2023

22.Data Breach. In the event of any Data Breach, Intterra shall promptly notify City and cooperate with any remedial and notification requirements.

22.1. Intterra shall provide notice by email and telephone of any Data Breach as soon as possible, but no later than 24 hours after learning of the Data Breach.

The notice shall include a detailed report of the information breached, including names, contact information, and data that was compromised.

22.2. Immediately following notification of a Data Breach, Intterra shall coordinate with City to jointly investigate the incident, and Intterra agrees to (1) assist with any investigation; (2) provide City with access to facilities and operations impacted by the Data Breach; (3) provide status reports on any internal investigations as frequently as requested by City; (4) facilitate interviews with Vendor’s employees and others involved in the Data Breach; and (5) make available all relevant documents and data, electronic or in paper form, necessary to comply with all applicable laws, regulation, industry standards as otherwise requested by City.

22.3. Intterra shall immediately remedy any Data Breach and, at Intterra’s sole expense, take all necessary steps to prevent any further Data Breach in accordance with all applicable privacy rights, laws, regulations, and standards.

22.4. Intterra shall not inform any third party of a Data Breach without first obtaining City’s written consent to do so, other than to inform a complainant that the matter or inquiry has been forwarded to the appropriate City office for review or as otherwise required by law. Intterra shall consult with City to determine (1) whether notice of a breach should be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law, regulation, or otherwise in the City’s discretion; and (2) the content of any such notice, whether and what type of remediation may be offered, and the nature and extent of any such remediation.

22.5. Intterra shall fully cooperate in any litigation or other action deemed necessary by the City following any Data Breach.

23.Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modifications of this Agreement will be effective only by written execution signed by both City and Intterra and approved as to form by the City Attorney. This Agreement is the product of negotiation and compromise between the parties. Accordingly, notwithstanding California Civil Code Section 1654, in the event of uncertainty, the language shall not be construed against the Party causing the uncertainty.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 18 - Rev. October 2023

24.Permits and Licenses. Intterra, at its sole expense, shall obtain and maintain during the term of this Agreement, all required business and professional permits, licenses and certificates.

25.Compliance with Law. Each Party shall comply with all applicable federal, state and local laws, including all ordinances, rules and regulations.

26. Nondiscrimination. In rendering Services under this Agreement, Intterra shall not discriminate based upon race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability and shall comply with the requirements of all federal, state and local law.

27.Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

28.Venue and Jurisdiction. The City and Intterra agree that a significant portion of the Services will be performed and provided to City in Los Angeles County and that any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The Parties agree that venue exists in either court, and each Party expressly waives any right to transfer to another venue. The Parties further agree that either court will have personal jurisdiction over the Parties to this Agreement.

29.Survival of Terms and Obligations. Any provision of this Agreement that by its nature must be exercised after termination of this Agreement will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

30. Force Majeure. In the event of delays to the performance of obligations (other than payment obligations) due to circumstances beyond each party’s reasonable control, including without limitation, acts of God, fires, floods, earthquakes, wars, civil disturbances, terrorism, or sabotage (a “Force Majeure Event”), each Party will have no liability for any such failure or delay to the extent that it promptly uses commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations hereunder.

31.No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any party other than the Parties to this Agreement.

32.Publicity. Without prior written approval signed by an authorized representative of the other Party, neither Party shall, directly or indirectly, (i) use the other Party’s name or any of the other Party’s trademarks, service marks or logos, or (ii) make any public announcement related to this Agreement or the System. Notwithstanding the foregoing, Intterra may disclose the fact that City has procured a license for the System; provided that Intterra will not make any public announcement of such fact or DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 19 - Rev. October 2023
state or imply that City endorses or recommends the Services without the prior written permission of City.

33.Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

34.Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

35.Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single agreement.

Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

36.Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.

Exhibit A Request for Proposals
Exhibit B Intterra’s Original Proposal
Exhibit C Statement of Work
Exhibit D Project Schedule and Compensation Budget
Exhibit E Insurance Requirements
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E - 20 - Rev. October 2023
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________

NIKIMA NEWSOME
Interim City Clerk
APPROVED AS TO FORM:
______________________________
DOUGLAS T. SLOAN
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________

DAVID WHITE
City Manager
Intterra, LLC
#VENDOR
By:
________________________________
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Robert Edson
Chief Customer Officer
Intterra, LLC
4/19/2024
4/26/2024

CITY OF SANTA MONICA

LAAFCA CYBERSECURITY PROJECT

REQUEST FOR PROPOSALS
Fire Department
RELEASE DATE: October 9, 2023
DEADLINE FOR QUESTIONS: October 27, 2023
RESPONSE DEADLINE: November 27, 2023, 3:00 pm

APPROVED FOR ADVERTISEMENT
CITY CONTACT:

Tom Clemo
Exhibit A - Request for Proposals DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Request for Proposals
LAAFCA Cybersecurity Project
Table of Contents

1. Introduction

2. Term

3. Scope of Work

4. Questions and Answers

5. Vendor Questionnaire

6. Evaluation Criteria

7. Award Process

8. Terms & Conditions
Attachments:

A - Proposer Checklist
B - Appendix A -Functional Requirements SMFD UASI 2022 Cybersecurity C - Appendix B - City of Santa Monica VISA Questionnaire D - IT_Consultant_PSA_(1)
E - IT_Consultant_PSA_Insurance
F - PSA Contract Template
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project
1 Introduction

1.1 Summary
The Los Angeles Area Fire Chiefs' Association (LAAFCA) has selected Santa Monica Fire Department to assist with the procurement of a secure cloud-based mapping portal for the operational area to be used for all hazard operational situational awareness, incident management, pre-planning, and reporting/analytics. The Software as a Service (SaaS) product's goal is to display all Fire service-related CAD data in a single mapping solution. The mapping solution shall include, but are not limited to the display of:
· Unit and call locations
· Unit status / availability
· Hazard areas / high risk locations
· Integrated Preplans from software such as First Due
· Integrated preplans from existing PDF files
· Integrated incident management tools such as Tablet Command · Integrated Incident Action Plans
· Ability to integrate with previously established mapping tools owned and operated by Cal OES
· Data analytics in regard to calls for service, response times, call volume and call type
· Integration with existing situational awareness / predictive mapping tools The intent of the project is to provide a cloud based common operating platform that allows for seamless data sharing across multiple CAD systems within the region in real time.

1.2 Background
It has long been the desire of the Fire Chiefs' within the Los Angeles Region to have a common situational awareness tool. Previous efforts of CAD to CAD interfaces have not been successful due to significant costs and issues with the respective CAD vendors.

In an effort to develop a successful project, LAAFCA tasked members from association departments to research and develop specifications for a tool that could achieve the desired outcome of a common operating mapping portal.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

1.3 Contact Information
Any inquiries or requests regarding this procurement should be submitted via OpenGov. Other City officers, agents, employees or representatives do not have authority to respond on behalf of the City. Contact with unauthorized City personnel during the selection process may result in disqualification.

Project Contact:

Tom Clemo
Deputy Chief
333 Olympic Drive
Santa Monica, CA 90401
Email: [email protected]
Phone: (310) 458-8666
Procurement Contact:

Kellee Mac Donald
Sr. Buyer
1685 Main St. Mail Stop #9
Santa Monica, CA 90401
Email: [email protected]
Phone: (310) 458-8797
Department:

Fire Department
Department Head:

Wolfgang Knabe
Interim Fire Chief

1.4 Timeline
Proposal Calendar
The following is a list of key dates:

Release Project Date October 9, 2023
Question Submission Deadline October 27, 2023, 3:00pm
Question Response Deadline October 30, 2023, 3:00pm
Proposal Submission Deadline November 27, 2023, 3:00pm
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project
2 Term
The City of Santa Monica, (referred to hereafter as “the City”) is inviting proposals from qualified persons or firms for an initial term of Five (5) years., with 0 for renewal of 0 each, to be exercised at the City’s sole discretion.
3 Scope of Work
Insert detailed statement/scope of work and deliverables including reporting requirements. List the criteria that must be met and that will be used to score and evaluate the proposals.

3.1 Scope of Work
Although this Request for Proposal will be procured and maintained by the City of Santa Monica, the intent of the project is to look at the entirety of the system, including connection to all of the CAD systems within the Region. It is expected that most of the agencies will join the project immediately. The Project Team does understand that due to the complexity of the project and the affiliated CAD systems, the adoption of the platform may take up to a year to be fully functional. For more specific details related to this scope of work, please refer to attachments A and B.

Appendix A – Functional Requirements, contains the desired elements of this Request for Proposal Scope of Work. This Excel spreadsheet must be completed and submitted as part of the RFP submission. Vendor's inability to meet all functional requirements does not preclude vendor from being selected. Functional requirements will be used for evaluation purposes and eventual negotiation upon award.

Appendix B – City of Santa Monica VISA Questionnaire (Vendor Information Security Assessment) Requirements details the specific security requirements required for the Software as a Service platform. This must be completed as part of the RFP submission.

The project is supported with funding from a 2022 UASI Cybersecurity Grant. The selected vendor is subject to a System for Award Management (SAM) debarment. SAM is a federal government-wide registry for vendors doing business with the Federal government, and SAM registration requires annual renewal.

Register your entity to get started doing business with the federal government and grant funded projects. Vendor must be registered with sam.gov prior to award. Please note: the sam.gov process may take up to 30 days.
https://sam.gov/content/entity-registration
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project
4 Questions and Answers
Vendor Queries Due
Questions must be submitted online in the “Q&A” tab. The City will only accept or respond to questions submitted through the online vendor portal. 5 Vendor Questionnaire

5.1 Proposal

5.1.1 Letter of Transmittal*
Please upload your letter of Transmittal as a PDF here. Make sure to include the following items.

A. Identify the submitting organization;
B. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized by the organization to contractually obligate the organization; C. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized to negotiate the contract on behalf of the organization; D. Identify the names, titles, telephone and fax numbers, and e-mail addresses of persons to be contacted for clarification;
E. Be signed by the person authorized to contractually obligate the organization; F. Acknowledge receipt of any and all amendments to this RFP. *Response required

5.1.2 Qualifications*
Provide a brief summary of your company’s history, its capabilities, and its recent relevant experience (last five years). Also, describe your demonstrated experience with similar projects and qualification including professional licenses and certifications. *Response required

5.1.3 Key Personnel*
Describe the project team composition and include resumes of key personnel. Proposed members should be available for ninety (90) days from the proposal due date. The City must be promptly notified of any changes in key personnel prior to award. *Response required
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

5.1.4 References*
List a minimum of three (3) references for whom comparable services were provided to in the last five (5) years. Include the name of the firm, name of the contact, telephone number of the contact, email address of contact (if available), brief description of the services provided and your firm’s role, and the start and completion date. *Response required

5.1.5 Project Work Plan*
Describe your understanding of the project and approach. Include deliverables, milestones, assumptions, and identify potential risks that could delay the project. List any resources you expect the City to provide.
*Response required

5.1.6 Cost Proposal*
Provide a proposed total fee outlining the proposal and identify the hourly fee schedule for all personnel to be involved in the project. The hourly rates should include fringe benefits, indirect costs and profit. The Consultant should also indicate what percentage of the scope of work is expected to be completed by each individual or pay classification included in fee proposal. Additionally, if applicable, a schedule of reimbursable expenses should be included.
*Response required

5.1.7 Appendix A - Functional Requirements SMFD UASI Cybersecurity* Upload completed document
*Response required

5.1.8 Appendix B - City of Santa Monica VISA Questionnaire* Upload completed document
*Response required

5.2 Other Required Responses

5.2.1 Business License Requirements
WHO NEEDS A BUSINESS LICENSE?

1. Is this vendor physically located in the City of Santa Monica? Yes (Vendor must have a City of Santa Monica business license - contact the Business License unit for the appropriate forms. Skip question 2 & continue to “ADDITIONAL REQUIREMENTS” section below)
No (Continue to the next question)
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

2. Does this vendor physically come into the City of Santa Monica to conduct business and/or make deliveries?
Yes(Vendor must have a City of Santa Monica Out-of City Business License. contact the Business License unit for the appropriate forms. Continue to “ADDITIONAL REQUIREMENTS” section below)
No(STOP, no license needed)
ADDITIONAL REQUIREMENTS:

If this vendor is located in or comes into the City of Santa Monica to conduct business, in addition to having a CITY OF SANTA MONICA BUSINESS LICENSE, they will be required to have insurance (see agreement for descriptions).

The business license documentation is only required from the successful Proposer.

5.2.2 Notice Regarding Disclosure of Contents of Documents* All responses to this Request for Proposal (RFP) accepted by the City of Santa Monica (City) shall become the exclusive property of the City. All proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act, or otherwise by law, the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.
☐ Please confirm
*Response required

5.2.3 Oaks Initiative*

CITY OF SANTA MONICA OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING

DISCRETIONARY PERMITS, CONTRACTS, OR OTHER BENEFITS FROM THE CITY

OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.

This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project
personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period.

In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months. • OAKS_INITIATIVE_FORM.pdf
• OAKS_INITIATIVE_FORM_-_Exam...
*Response required

5.2.4 Living Wage Ordinance Certification*

CITY OF SANTA MONICA LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of Santa Monica (Fiscal Year 23/24 – July 1, 2023 through June 30, 2024)

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $19.73 per hour for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees’ same sex spouses and domestic partners as are provided to other employees’ spouses.

An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.

The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project
name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered nonresponsive and excluded from further consideration.

Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.

Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.

Please direct any questions to:

City of Santa Monica Finance Department
Attention: Living Wage Compliance Section
1685 Main Street, Mail Stop 09
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.
• FY23-24_Living_Wage_Certifi...
*Response required

5.2.5 Certificate of Compliance*
Please upload your completed Certificate of Compliance document here. • Certification_of_Compliance...
*Response required

5.2.6 Non-Discrimination Policy, Debarment Certification & NonCollusion Declaration* Please download the below documents, complete, and upload. • Proposal_Forms_(10).pdf
*Response required
6 Evaluation Criteria
No. Evaluation Criteria Scoring Method Weight (Points)
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

1. Ability to Meet Work Plans/Timelines
Up to 15 points may be awarded based on
the consultant’s ability to perform the work
within the desired time frame. The ability
and past experience in assembling a highly
qualified staff. The ability to provide the
City with approval of management and
representatives assigned to the
engagement and provide assurance of
resources to accommodate changes or
turnover in staff. Efficiency and timeliness
in completion of projects; specifically note
where required reporting deadlines were
not met.

N/A N/A

2. Cost of Services, Cost Control, Start-up
and Ongoing fees
Up to 30 points may be awarded for the
lowest price, fixed or blended hourly rate or
annual not to exceed fee listed separately
for each contract term. The consultant’s
overall cost proposal for the project should
reflect cost effective work and services.

Cost control, performance within budget
allocations, prudent auditing practices,
management and clear and constant
communication with City staff are essential
to the success of this project. To be
included are start up costs, including
software and software licensing fees,
subscriptions, maintenance fees, customer
support, and any other applicable fees for
this type of system. Also included should
be the ongoing fees for a five year period.

Brief descriptions of previous project
experiences should be used as examples
of how this was achieved with former
clients, along with key examples of the
firm’s accuracy in cost estimating. Please
see vendor questionnaire.

N/A N/A

3. Product Demonstration and
Functionality
Up to 20 points may be awarded based
upon qualifications of the project team,
effective communication and
understanding of the project goals,
experience with similar projects, and the
quality of responses to questions and
ability to demonstrate the product during
the interview process. Only the top three
proposals ranked by the other criteria will
receive an invitation to demonstrate and
present their product.

N/A N/A
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

4. References
Up to 5 points may be awarded upon an
evaluation of proposer’s work for similar
engagements. Please submit at least three
references from public entities of similar
size and scope. Additionally, provide
evidence of insurance; description of firm
size and structure, including number of
partners and owners; and confirmation of
firm’s independence and license to practice
in California.

N/A N/A

5. Experience / Technical Competence
Up to 30 points may be awarded based on
the evaluation of the proposer’s prior
experience with similar projects or ability to
provide a robust platform as identified in
Exhibit A's functional requirements. Vendor
is not required to meet all functional
requirements and can identify whether they
have existing capability, future capability,
or not a current capability on the excel
spreadsheet (Exhibit A). Evaluation will be
based on relevant experience of key
personnel based on resumes showing
technical knowledge and experience.

Evaluation will also be based on level of
the firm’s previous projects of comparable
complexity, scale and nature; training and
proven expertise in the area of work
required; experience in projects completed
for public entities; and the firm’s proposed
work plan.

N/A N/A
7 Award Process

7.1 Selection
The City of Santa Monica, through either the City Council or the City Manager (or his designee) has the sole authority to select the consulting firm and reserves the right to reject any and all proposals. The City reserves the right to approve or reject all subconsultants and engineers proposed to be retained by the prime consultant. Upon signing of the agreement, no change in proposed personnel or sub-consultants can be made without the City’s review and written authorization.

By submitting a response to this RFP, prospective consultants waive the right to protest after award or seek any legal remedies whatsoever regarding any aspect of this RFP.

The City reserves the right to select any number of finalists. In addition, the City reserves the right to issue written notice to all prospective consultants of any changes in the RFP terms or proposal submission schedule, should the City determine in its sole and absolute discretion that such changes are necessary.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project
The City reserves the right to request additional information from any proposing consultant and to reject any and all proposals. All original work products, including computer files, shall remain the property of the City.

The City reserves the right to retain an expert to evaluate the proposing consultant’s work or qualifications at all stages in the selection process. Additionally, any contract entered into will be subject to termination at any stage if in the judgment of the City, such termination is in the best interest of the City. In the event such decision is made, appropriate written notice would be given before any termination and the consultant would be compensated on a pro-rata basis for work performed.

The responsible proposer whose proposal is the most advantageous to the City, taking to consideration all the evaluation factors will be recommended for the contract award.

Notwithstanding the Evaluation Team’s selection, the City reserves the right to award this RFP and the resultant Contract in any manner it deems to be in the best interest of the City and make the selection based on its sole discretion. The City is the sole and exclusive judge of quality and compliance with proposal specifications in any of the matters pertaining to this RFP.

7.2 Contract Award and Execution
Selection of a proposer with whom the City enters into contract negotiations with, or a recommendation of an award by the Evaluation Committee or any other party, does not constitute an award of Contract. Once the City formally awards the contract, the successful consultant will be notified to enter into an agreement. If the selected consultant does not enter into the agreement, the City will begin negotiations with the second highest ranking proposing consultant.

Please review all contract forms prior to submitting a proposal. The City of Santa Monica intends to use these forms as the baseline agreements with the successful consultant. The City will not entertain proposals to make material changes to the contract form once the project has been awarded. If you wish to request changes to the contracting forms, you must do so during the proposal process. In addition, the City requires compliance with several other policies and ordinances, proposing consultants will need to complete these Exhibits and submit with their Proposal.

The RFP document and the successful proposal response, as amended by agreement between the City of Santa Monica and the successful consultant, will become part of the contract documents. Additionally, the City of Santa Monica may verify the successful consultant’s representations that appear in the proposal. Failure of the successful consultant to perform as represented may result in elimination of the successful consultant from further negotiation or in contract cancellation or termination.

No oral explanation or instruction of any kind or nature whatsoever given before the award of a contract to a consultant shall be binding. The City of Santa Monica shall not be bound, or in any way obligated, until the City has awarded the contract and all DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project
documents have been executed. The proposing consultant may not incur any chargeable costs prior to final contract execution.
8 Terms & Conditions

8.1 Best Qualified Person Or Firm
The award, if any, will be made to the best qualified person or firm(s). In evaluating whether a proposer(s) is (are) the best qualified person or firm(s) pursuant to the Santa Monica Municipal Code, City staff may utilize some or all of the following criteria:

A. The training, credentials and experience of the person or firm; B. The demonstrated competence, ability, capacity and skill of the person or firm to perform the contract or provide the services;
C. The capacity of the person or firm to perform the contract or provide the service promptly, within the time specified, and without delay; D. The sufficiency of the person’s or firm’s financial and other resources; E. The character, integrity, reputation and judgment of the person or firm; F. The ability of the person or firm to provide such future service as may be needed; G. The price which the person or firm proposes to charge, including whether the price is fair, reasonable and competitive; and
H. Any other factor which will further the intent set forth in Section 608 of the City Charter.

The City shall have absolute discretion in determining the applicability and weight or relative weight of some or all of the criteria listed above and is not required to select the lowest monetary proposer.

8.2 Receiving Time / Late Proposals
It is the responsibility of proposer to see that their proposal is submitted with sufficient time to be received by the City prior to the proposal closing time. The receiving time in the City Office will be the governing time for acceptability of proposals.

Late proposals are not accepted.

8.3 Acceptance of Conditions Governing this RFP
Submission of a proposal constitutes acceptance of the Evaluation Factors contained in this RFP.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

8.4 Incurring Cost
Any cost incurred by the proposer in preparation, transmittal, presentation of any proposal or material submitted in response to this RFP shall be borne solely by the proposer.

8.5 Prime Consultant Responsibility
Any agreement that may result from the RFP shall specify that the prime consultant is solely responsible for fulfillment of the agreement with the City. The City will make agreement payments only to the prime consultant.

8.6 Sub-consultants
Use of sub-consultants must be clearly explained in the proposal, and major subconsultants must be identified by name. Prime consultants shall be wholly responsible for the entire performance whether or not sub-consultants are used.

8.7 Amended Proposals
A proposer may submit an amended proposal before the deadline for receipt of proposals. Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified as such in the transmittal letter. City personnel will not merge, collate, or assemble proposal materials.

8.8 Proposer’s Rights to Withdraw Proposal
Proposers will be allowed to withdraw their proposals at any time prior to the deadline for receipt of proposals. The proposer must submit a written withdrawal request signed by the proposer’s duly authorized representative addressed to the City Contact.

8.9 Proposal Offer Firm
Responses to this RFP, including proposal prices, will be considered firm for ninety (90) days after the due date for receipt of proposals or sixty (60) days after receipt of a best and final offer, if one is requested.

8.10 Best and Final Offer
The City reserves the right to request Best and Final Offers from any or all proposers.

This will be the only opportunity to amend or modify proposals based on feedback from the City. Information from competing proposals will not be disclosed to other proposers prior to submission of a Best and Final Offer.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

8.11 Living Wage Requirement
Any agreement issued as a result of this Request for Proposal may be subject to the City’s Living Wage Ordinance, Santa Monica Municipal Code Chapter 4.65 (LWO), and its implementing regulations.

8.12 Disclosure of Proposal Contents
All proposals are subject to the provisions of the California Public Records Act, California Government Code section 6250 et seq., and any information submitted with a response is a public record subject to disclosure, unless a specific exemption applies.

8.13 Notice Regarding Disclosure of Contents of Documents All responses to this Request for Proposal (RFP) accepted by the City of Santa Monica (City) shall become the exclusive property of the City. All proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act, or otherwise by law, the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.

8.14 No Obligation
This RFP in no manner obligates the City to the eventual rental, lease, purchase, etc., of any goods or services offered until a valid written agreement is executed by the City and the selected proposer.

8.15 Termination
This RFP may be canceled at any time and any and all proposals may be rejected in whole or in part when the City determines such action to be in the best interest of the City of Santa Monica.

8.16 Sufficient Appropriation
Any agreement awarded for multiple years as a result of this RFP may be terminated if sufficient appropriations or authorizations do not exist. Such termination will be effected by sending written notice to the selected proposer. The City’s decision as to whether sufficient appropriations and authorizations are available will be accepted by the selected proposer as final.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

8.17 Errors and Restrictive Specifications
If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFP, the proposer should immediately notify the City Contact designated in Section I, B. Without disclosing the source of the request, the City may issue a written addendum to clarify the ambiguity, or to correct the problem, omission, or other error.

If prior to the submission date, a proposer knows of or should have known of an error in the RFP but fails to notify the City Contact of the error, the proposer shall submit their proposal at his, her or its own risk, and, if awarded an agreement, shall not be entitled to additional compensation or time by reason of error or its later correction.

8.18 Legal Review
The City requires that all proposers agree to be bound by the General Requirements contained in this RFP.

8.19 Governing Law
This RFP, and any agreement entered into pursuant to this RFP, are governed by the laws of the State of California.

8.20 Oral Changes and Basis for Proposal
Proposers may not rely upon oral explanations. All changes and addenda will be issued in writing. Only information supplied by the City in writing through the City’s Contact, or in this RFP should be used as the basis for the preparation of proposals.

8.21 Agreement Terms and Conditions
The agreement between the City and the selected proposer(s) will follow the format specified by the City and contain the terms and conditions set forth in Exhibit A, Professional Services Agreement. However, the City reserves the right to negotiate with a successful proposer the final provisions or provisions in addition to those contained in this RFP. The contents of this RFP, as revised and/or supplemented, and the successful proposal will be incorporated into and become part of the agreement.

Should a proposer object to any of the City’s terms and conditions, as contained in this Section or in Exhibit A, that proposer must propose specific alternative language in his, her, or its proposal. Proposer must provide a brief discussion of the purpose and impact, if any, of each proposed changed followed by the specific proposed alternate wording. The City may or may not accept the alternative language. General references to the proposer’s terms and conditions or attempts at complete substitutions are not acceptable to the City and may result in disqualification of the proposer.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

8.22 Proposer’s Terms and Conditions
Proposers must submit with the proposal a complete set of any additional terms and conditions that they expect to have included in an agreement negotiated with the City.

8.23 Proposer Qualifications
The City may make such investigations as necessary to determine the ability of the proposer to adhere to the requirements specified within this RFP.

8.24 Right to Waive Minor Irregularities
The City reserves the right to waive minor irregularities and the right to waive mandatory requirements, provided that all of the otherwise responsive proposals fail to meet the same mandatory requirements and/or doing so does not otherwise materially affect the procurement. This right is at the sole discretion of the City.

8.25 Change in Agreement or Representatives
The City reserves the right to require a change in the selected proposer or representatives if the assigned representatives are not, in the opinion of the City, meeting its needs adequately.

8.26 City Rights
The City reserves the right to award the proposal to separate proposers on any of the services as set forth in the proposer’s proposal. It is further understood that if the proposer to whom any recommended award is made fails to enter into an agreement with the City, award may be made to the next best qualified person or firm, who shall be bound to perform as if she, he or it received the award in the first instance.

8.27 Right to Publish
Throughout the duration of this procurement process and agreement term, potential proposers, and proposers, must secure from the City written approval prior to the release of any information that pertains to the potential work or activities covered by this procurement or the subsequent agreement. Failure to adhere to this requirement may result in disqualification of the proposer or termination of the agreement.

8.28 Ownership of Proposals
All documents submitted in response to the RFP shall be become the property of the City of Santa Monica and are subject to the provisions of the California Public Records Act, as described in Section II. A. 11. herein.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E City of Santa Monica
Fire Department
Request for Proposals
LAAFCA Cybersecurity Project

8.29 Agreement Award
Proposal will be evaluated by a committee comprised of City staff and may include outside consultants (the “Evaluation Committee”). The Evaluation Committee will make an award recommendation to City staff. City Council may give approval of the agreement and/or direct staff to negotiate the final terms and execute the agreement.

This agreement shall be awarded to the proposer or proposers whose proposal is best qualified, taking into consideration the evaluation factors set forth in the RFP. The most qualified proposal may or may not have received the most points or be the lowest cost proposal. Proposers will be notified when the award is being made or an award recommendation goes to the City Council for approval.

8.30 Protest Deadline
All parties wishing to file a protest shall comply with the procedures set forth in Santa Monica Municipal Code section 2.24.260 found here. Proposer may file a written protest with the Director of Finance no more than seven calendar days following the posting of award recommendation on the City’s online vendor portal website.

Protests received after the deadline will not be accepted.

8.31 Records and Audits
The Consultant shall maintain such detailed records as may be necessary to demonstrate its performance of the duties required by this Agreement, including the date, time and nature of services rendered. These records shall be maintained for a period of three years from the date of the final payment under this Agreement and shall be subject to inspection by City. The City shall have the right to audit any billings or examine any records maintained pursuant to this Agreement both before and after payment. Payment under this Agreement shall not foreclose the right of City to recover excessive and/or illegal payments.

8.32 Enforcement of Agreement/Waiver
A party's failure to require strict performance of any provision of this Agreement shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision. No waiver by a party of any of its rights under this Agreement shall be effective unless expressed in writing and signed by the party alleged to have granted the waiver. A waiver by a party of any of its rights shall not be effective to waive any other rights.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ 3740 Dacoro Ln #200, Castle Rock, CO 80109
720-710-8747
intterragroup.com

5.1.1 Letter of Transmittal
Date: 11-27-2023
Submitting Organization: Intterra, LLC
Submitted by: Robert Edson, Chief Customer Officer (POC for contracts, negotiations or clarifications)
Telephone: 303-929-6717
Email: [email protected]
On behalf of Intterra, it is my pleasure to submit this response to the LAAFCA Cybersecurity Project RFP. We formally acknowledge receipt of Addendums #1 & 2 related to this submission.

Respectfully submitted,
Robert N. Edson
Exhibit B - Intterra's Original Proposal
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com

5.1.2 Qualifications
Fire agencies are gradually pivoting toward the digital transformation of data. Intterra’s experience, dedication and thought leadership of staying ahead of the curve continues to prove their vision - that the collection and integration of information from various databases and sensor networks will continue to be adopted well past this decade.

Intterra believes that the power of emerging information enables the fire industry a higher level of situational awareness, better decision making by providing this data in an easy to use forum. A broad scale view of a common operating picture which can be shared from the highest level of the chain of command all the way down or even from a regional perspective as low as to just a station level, ultimately allowing for better decision making.

Intterra is a decision support engine for the fire service. It supports the full life cycle of an agency's needs, from planning & mitigation to response & recovery for all-hazards emergency incidents.

Intterra provides simple access to all manner of intelligence from sensor sources like aircraft and satellites to planning tools for structure and wildland response. Intterra supports planning efforts for special events, making coordination and geospatial collaboration simple and effective. Intterra also supports community risk reduction efforts as well as defensible space code enforcement and home risk assessments.

Field data collection is fast and efficient from damage assessments to defensible space inspections, structure preplans, special event preplans, active shooter preplans and wildland preplans. Role-based user access controls keep editing within defined user boundaries and offer secure controls.

All of that capability powers the highly collaborative environment within the region with other first responders as well as statewide with collaborators at every level. Intterra supports simple sharing of geospatial data sets and is platform agnostic so it can be accessed on almost any kind of internet-capable device.

Across 29 departments, 7 different dispatch systems, and the possibility of thousands of users accessing region wide data sets at any time LAAFCA must select a vendor with experience, capability and long-term vision to support the future of the region. One that stands ready to support and has the battle-tested real-world capabilities to execute on such a grand vision.

In conclusion, Intterra meets or exceeds almost every requirement the LAAFCA has requested. Having served the fire service in this capacity for the past 14 years, we are confident in our ability to continue to deliver this application with a high degree of DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
success. Those capabilities are backed up by rock-solid experience delivering this kind of toolset to cooperators in the region and across California.

Only Intterra has the breadth of experience from single agency implementations to large regional solutions deployed in areas like San Diego County to statewide solutions for CalOES NextGen SCOUT to succeed delivering this project to the region. We look forward to a complete demonstration of the solution capabilities and to continuing our long standing relationship with the LAAFCA for this application.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com

5.1.3 Key Personnel
Norval Tyler
Subject Matter Expert (SME) - Account Manager, Intterra [email protected]
Norval Tyler
Summary of
Qualifications • Subject Matter Expert - over 10 years of experience in Emergency Management & technical expert in Metro Fire
• Account Manager Intterra Inc. - Oversee and manage customer/ partner success in utilization of geospatial software for first responders. • Dispatch Center Manager– Determine and implement appropriate structure, policies, decision processes used to manage dispatch operations for state of Arizona in all hazard response.
• Project Manager Emergent Technology – Oversite, testing, management, and implementation of new technologies for state of Arizona for firefighter safety. • All Hazard Incident Management– Planning and Operational support for state Incident Management Team
• National Association of State Foresters- State representative to Wildland Fire Information Technology Computer Aided Dispatch Standardization Integrated Project Team
• Arizona Geographic Information Council Member –Set standards and implement strategies for management of geospatial data and technology for state agencies.
• Wildland Firefighter – Leader and member on engines and hand crews • US Army Combat Infantry and Operations Center – Extensive experience in infantry tactics and Tactical Operation Center management in complex environments.

Education Bachelor of Business Administration, Arizona State University Professional
Experience Account Manager, Intterra Inc
• Oversee and serve as project manager for client accounts. Leads, assists, supports, and facilitates customer success through integration and implementation of software.

Dispatcher /Wildland Firefighter, State of Arizona – Department of Agriculture – Department of Interior
• Oversite of complex communication/ operations center. Produced daily intelligence report for Governor’s office. In charge of dispatch operations during Yarnell Hill Fire. Authored and managed mobilization plan for over 200 fire departments to mobilize resources within state and nationwide. Incident Management Team experience. Fought wildfires as leader and crewmember on 100+ fires of all complexities and environments.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com

Infantryman – Department of Defense , US Army
• Experience executing ground combat missions, operating, and developing effective combat strategies. Non-Commissioned officer part of Operation Section in Tactical Attack and Tactical Operations Centers.

Emily Carpenter
GIS Technician/Geospatial Data Processor, Intterra
[email protected]
Emily Carpenter
GIS Administrator
Education
University of Colorado Denver
B.A. in Geography and Minor in
Geology and Certificate in
Geographic Information Science
2014
Extended coursework in Johns
Hopkins University Geographic
Information Systems master’s
program
2017
Experience
03/2015 – Present
GIS TechnicialGeospatile Data Processor• Intterra
Subject matter/ expert for ArcGIS Architecture and overall site stability in various deployment patterns the support over 30,000 users collectively.

Various state level projects, primarily in the field of wildland fire and related intelligence. Database design and administration for user-collected data and real-time tactical information. Strategic support planning for various large public events for metropolitan fire departments across the country. Technical support of over 50 different local fire departments COP systems. Primary geospatial resource on the federal system, Fire EGP, for the National Interagency Fire Center.
04/2014 – 03/2015
Government Contractor • Cartographer • National Geospatial Technical Operations Center (USGS)
Worked with the entire operations floor to construct or update the National DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
Map products through daily use of ArcMap and various cartographic extensions. Extensive data editing, analysis of erroneous data, and adherence to strict cartographic principals were daily occurrences. 02/2012 – 04/2014
Client Services Representative • Accounts Receivable •
iQuantified Management Services
Developed the bookkeeping team members and practices. Responsible for day-to-day operations and balanced books at the end of each fiscal period.

Key Skills
• ArcGIS Server Administration • SDE Management
• ArcMap/ArcPro • ArcGIS Online Administration
• SQL proficiency • Spatial Data Management
• PostgreSQL proficiency • Custom Project Management
• JSON • Geospatial Service Design
• Arcade • Cartography
• REST • Client Communication
David Cole
Subject Matter Expert (SWM) - Director of Technical Integrations, Intterra [email protected]

DAVID COLE
Corporate Technology Leader
Senior technology leader with a proven track record of building collaborative internal and external relationships.

Known for building, leading and empowering high-performance teams to deliver and maintain technology solutions by bridging the gap between IT and business departments. Passionate about utilizing thought leadership to provide strategic direction and deliver transformational technology solutions which drive bottom line business results.

Areas of Expertise
Leadership - Innovative and highly successful technology leader with extensive experience in a wide variety of software, hardware and operational environments. Demonstrated strong leadership qualities in multiple industries for diverse enterprise strategies, assessing the needs of an IT organization, leading to achieving objectives that others consider impossible.

Offshore Partnership and Vendor Management Expert - Developed highly successful bi-directional offshore partnerships for two different organizations to support transformational projects and operational application support, maximizing success and collaboration across international work sites realizing cost reductions. Effectively managed 5 – 10 large vendor relationships concurrently.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
Transformational Delivery – Accountable for the scope for a large complex systems and data conversion including over $220B in assets from three different platforms onto one with dozens of auxiliary databases and impacted over sixty internal applications.

Strategic Project Management
Delivered multiple transformational change programs including strategically managing 75 resources, 5 business organizations, and an executive project board to successfully deliver an integrated and effective $12M business solution. Transformed a development, system support, and production operations organization in 15 months.

Optimization - Active contributor to IT process improvement decreasing IT and business costs via effective technology practices and solutions by helping all organizational levels across the enterprise (business and IT) to understand various projects, plans, status, requirements, issues, risks, and solutions.

Professional Experience
Intterra Castle Rock, Colorado 07|2020 –
Present
Subject Matter Expert, Technical Integrations
Directly accountable for system set-up / configuration and data connections for all new Intterra clients.
• Responsible for all re-integrations due to CAD or RMS system upgrades or changes • Provides ongoing technical support and monitoring for Intterra client base. Includes normal maintenance of adding / changing Station, Unit, Cad Codes, etc information to stay in sync with agencies and their CAD / RMS systems
• Provides all GIS Services for Clients and Internal R&D • Responsible for new data integration discovery
• Partner closely with Product, Research and Development on strategic advancement of the Intterra Platform
OppenheimerFunds, Inc., Centennial, Colorado 05|2006
– 06|2019
Assistant Vice President, Corporate Technology
Oversaw multiple software development teams supporting all aspects of financial and customer service applications for an asset management firm with over $220B AUM, 7M customer accounts and 300K advisors and an operational budget of $3M.
• Accountable for onshore and offshore teams working on large transformational projects as well as maintenance and production support of critical business applications. • Managed two critical OppenheimerFunds Shareholder Care and Record Keeping Systems in a highly regulated industry with over 15 Technical staff and a 20-person offshore development team in India.

The largest system had over 50K software modules, a million lines of code and managed over 5 Billion records of data.
• Managed 5-10 software development vendor relationships to ensure adherence to contractual obligations and service associated metrics. Included an offshore startup that grew into a strategic partnership that managed the IT support and enhancements with a budget of $1.5M a year.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
• Managed IT System Operations including system availability, speed and accuracy including daily online and batch operations, monthly, quarter and year end activities. Handled application maintenance, including daytime and overnight support teams, business continuity, hardware and software upgrades.
• Participated in technical and business level trouble shooting and served as the interface between IT staff, vendors and the business for issues, resolutions, root cause, trouble correction and preventative action plans.
• Facilitated the 2 year, $10M strategic software program to enhance ORIN and provided detailed asset management tracking which was delivered on time and budget. Converted over 1.2B records of data, 5,000 modified software modules, 100 new programs, new hardware and over 75K test cases to certify as production ready.
• Aligned applications with enterprise IT strategy, including technology transformations, and application and data architecture standards.

Core Competencies
Visionary Leadership Full Product Lifecycle Budget Management Customer Centric Focus Traditional SDLC Risk Mitigation Vendor Management Agile Methodologies Issue | Crisis Management Team Leadership Diverse Technologies Business Continuity IT | System Operations Global Work Sites IT Strategy
Systems and Software Upgrades Operational Maintenance Large Data Conversions Quality, Service, Audit Controls Coaching and Mentoring Project | Program Management Education
Bachelor of Science, Fort Lewis College, Durango CO – Majored in Computer Science and Mathematics Received Presidential Scholarship, Graduated Cum Laude, Dean’s Outstanding Academic List all 4 years
Roxanne Scherman
System Engineer, Intterra
[email protected]
Tzu-Chun (Roxanne) Scherman
Experienced in SQL Server (SQL 2000 – 2016 High Availability) management including database backup, restore, monitoring, automation and performance tune-ups. Database developments in stored procs, function and triggers.

Work Experience_____________________________________________________________ Intterra, Castle Rock Colorado 10/2021 – Current
System Engineer
• Onboarding new/existing client in Intterra platform. (PostgreSQL, SQL Server, Powershell and Python)
• Analytics dashboard in AWS Athena.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
C-Map / Navico (formerly Jeppesen Marine)/ i4 insight, Denver Colorado 03/2015 – 09/2021 Sr. Software Engineer / Production Support
• Working under Agile (scrum) software development
• Maintain / develop software for clients in AWS environment. (C#, AWS, TSQL, PowerShell) • MS SQL Server development and maintenance. SQL Server 2012 – SQL Server 2016 HA • Maintain / develop Decision rules engine
• SSRS Reports
• Shipreport development in Excel VBA
Atkins North America, Denver Colorado 01/2014 – 02/2015 Software Engineer
• Develop and maintain Colorado Department of Transportation right of way tracker website in ASP.NET C# and SQL server database
• Develop and maintain SQL server reporting service for Florida Department of Transportation • Working and training on SharePoint Development for Florida Department of Transportation • Maintain CDOT Your Dollar web site in ASP.NET MVC
URL Integration, Englewood Colorado
Software Engineer 03/2010 – 12/2013
• Web service design (WCF) for criminal information exchange in C#.NET and SQL server database.
• Time sheet application in VB.NET
• Working on eXtensible Markup Language (XML) Standards and National Information Exchange Model (NIEM)
• NIEM Schema Design
• State of IOWA case management system Integration between court, county attorney and department of correction –
• Victim Information Transfer, Complaint Filing, Court Notice, Hearing Order Motorola Connected Home Solutions, Taipei Taiwan
System Integrated Engineer 06/2004 – 08/2007
• Implemented Motorola six-sigma on real-time quality system for fault-rate detection during production.
• Developed applications for production line to use including alarm system and logistics. • In charge of Database server administration and development in factory using SQL server and Oracle.
• Motorola Six Sigma Yellow belt
• SQL Server 2000 MCDBA Training Certificate
Education__________________________________________________________________ Master’s Degree, Computer Science
University of Colorado at Boulder 08/2007 – 05/2009
Bachelor’s Degree, Information Management
Shih Hsin University Taipei, Taiwan 09/2000 – 06/2004
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
Computer Skills_____________________________________________________________ Languages
C, C#, PowerShell, VB/VB.Net, ASP / ASP.NET, Java, T-SQL, VBA, Python Operating Systems
MS-Windows, Linux, UNIX
Applications
Visual Studio 2008/2010/2012/2015, TFS, MS SQL Server (2000 – 2016 HA), PostgreSQL, Oracle, MS Office,
Matlab , Netbeans, AWS
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com

5.1.4 References
The below references have all been Intterra customers for many years, some almost a decade and all more than 5 years. The most recent contract dates are included belowmore details are available upon request. All are current Intterra customers with ongoing contracts, many long-term. Additional references available upon request.

San Diego County Fire District
Contact: Brian Norton, Division Chief - Pre-Fire Management Telephone: 619-857-7176
Email: [email protected]
Project start date: Most recent contract is 6/1/2021
Project End date: Current Deployment
Description:

Intterra is the prime contractor for a regional deployment of Intterra Operations, Intterra PrePlans, and Intterra Incident Management as well as an Intterra RPSG. The solution is integrated into multiple dispatch centers, shares data with CalOES NextGen SCOUT, FIRIS, and multiple local agencies.

San Bernardino County Fire Protection District
Contact: Dan Munsey, Fire Chief/Fire Warden
Telephone: 909-387-5779
Email: [email protected]
Project start date: Most recent contract is 12/1/2021
Project End Date: Current Deployment
Description:

Intterra is the prime contractor for a regional deployment of Intterra Operations, Intterra Incident Management, and Intterra Reporting & Analytics. The solution is integrated into multiple Intterra deployments including the Angeles National Forest & San Bernardino National Forest, shares data with CalOES NextGen SCOUT, FIRIS, and multiple local agencies.

Santa Clara County Fire Department
Contact: Suwanna L. Kerdkaew, Fire Chief
Telephone: 408-341-4411
Email: [email protected]
Project Start Date: Most current contract is 6/30/2021
Project End Date: Current Deployment
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
Description:

Intterra is the prime contractor for a regional deployment of Intterra Operations, Intterra PrePlans, and Intterra Incident Management. The solution is integrated into multiple dispatch centers, shares data with CalOES NextGen SCOUT, FIRIS, and multiple local agencies.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com

5.1.5 Project Work Plan
The purpose of this project is to implement and train on the following Intterra Modules:
• Operations
• Preplans
• Incident Management
• Reporting & Analytics
TASKS
Across all modules, the following tasks apply:
• System Setup & Configuration
• Up to 10 hosted GIS Layers
• Remote Administration training, including how to create and manage users Included with each Module are:

Preplans
• Configuration of the Stats Tool on appropriate layers • 1-hour Remote Walkthrough of Preplans and how to create/manage them/agency Incident Management
• Configuration of the Stats Tool on appropriate layers • 1-hour Remote Walkthrough creating/editing/managing incident data/agency Defensible Space & Home Risk
• Definition of Base Hazard.
o Description of the base hazard specifically oriented around the Fire Hazard Severity Zone assessment or other risk assessment layers related to the likelihood and intensity of a wildfire event.
• Identification and Weighting of Contributing and Mitigating Factors. o Identification and description of factors that can increase or decrease the exposure of a value at risk to the base hazard (structure vulnerability). • Map visualization and reports to communicate the total parcel risk that takes both base wildfire hazard and the structure vulnerability into consideration to share data directly with responders and community managers.

Operations
For EACH CAD system:
• Establish data transfer between CAD data source and Intterra (Agency must assure the data is available and accessible to Intterra from each CAD Vendor) • Data Mapping and Ingest of near-real-time CAD data (incident, units and AVL if available) into Intterra
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
• Look Up Tables built with the customer to further define key data • Drawdown and filters defined
Across all CAD systems:
• Look Up Tables refined to assure continuity across multiple CADS • Drawdown filters refined to meet multi-agency needs
• Drivetimes will be setup for the whole system (all agencies combined) with a limit of 2 (typically 3 and 8 minute drivetimes)
• 2 hours of remote training/agency
Know limitations:
• In a multi-CAD system, there is the possibility of duplicate incidents and unit responses when the same incident is reported by more than one CAD - The tool does provide the ability to filter down by agency which will reduce much of this noise • If the various CADs are reporting the same stations, that can result in duplicate stations being displayed in SitStat. This too can be managed via filters Reporting & Analytics
The tasks are listed assuming CAD History based reporting on a multi-CAD regional solution.

For EACH CAD system:
• Establish data transfer of historical data between CAD data source and Intterra – no more than 5 years of data
• Data Mapping and Ingest of historical CAD data (incidents and units) into Intterra • Data Quality Summary performed and reviewed with the customer • Look Up Tables built with customer to further define key data Across all CAD systems:
• Look Up Tables refined to assure continuity across multiple CADS • Up to 5 Shape Files geo-processed for reporting/filtering capabilities • Performance Tools configured based on customer data
• 1-hour Remote Walkthrough of Performance tools/agency • Standard Dashboards enabled and reviewed with the customer • 1-hour Remote Walkthrough of Dashboards/agency
Know limitations:
• In a multi-CAD system, there is the possibility of duplicate incidents and unit responses when the same incident is reported by more than one CAD - The tool does provide the ability to filter down by agency which will reduce much of this noise • In and multi-CAD system for R&A the performance may be degregated due to the amount of data and the needs to join between all of the source systems. All efforts will be made to optimize the queries, but it should be anticipated that the performance tools and reporting may be slow and occasionally may timeout
NOTE: Most agencies do decide NOT to implement Reporting and Analytics at the regional level. Most find it more beneficial and cost-effective to implement the R&A at the individual agency level, allowing the agency to decide if historical CAD data or RMS data will better meet their reporting needs. This also allows the performance tools and dashboards to be configured to each agency’s needs, streamlining the implementation and training efforts. Because of this, DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
we have priced the solution as an optional implementation for each agency (or each RMS implementation) rather than a regional solution. The tasks for a single-based Reporting & Analytics solution are:
• Establish data transfer of historical data between RMS data source and Intterra – no more than 5 years of data
• Data Mapping and Ingest of RMS data (incidents and units) into Intterra • Data Quality Summary performed and reviewed with the customer • Look Up Tables built with customer to further define key data • Up to 5 Shape Files geo-processed for reporting/filtering capabilities • Performance Tools configured based on customer data
• 1-hour Remote Walkthrough of Performance tools
• Standard Dashboards enabled
• 1-hour Remote Walkthrough of Dashboards
The bulk of the time-consuming work is in the data integration (CAD and RMS) and validation required for the Operations (SitStat) and Reporting and Analytics modules.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com

SCHEDULE
The project will kick off after the contract is signed with an introductory call facilitated by the Intterra Account Executive, introducing the client project team to the Intterra Implementation team and Account Manager.

Once that meeting is held, Intterra will begin to build out the initial client environment while working meetings are being set up to begin the near-real-time CAD data integration. It is recommended that the data integration be completed 1 CAD at a time. The duration of the data integration effort will be greatly dependent on the client availability (and the holidays), however in most cases CAD data is flowing in a couple of weeks, and then a couple additional weeks are needed to refine the system configuration once the client can see the data. This effort typically takes 2-6 weeks. For planning purposes it should be planned that we will begin a new CAD integration roughly every 4 weeks (or monthly)
Once the near-real-time CAD data integration is complete, for those agencies that chose to move forward with the RMS-based Reporting & Analytics solution, the work can begin on extracting data from their RMS. Most agencies do find synergies in the lookup table work as the SitStat lookup tables provide a strong foundation for the historical RMS data. In most cases the RMS data is flowing in a couple of weeks, however, the data validation effort if longer due to the size of the dataset. The data validation and lookup table effort typically takes 4-6 weeks to get fully refined. The R&A effort typically takes 6-8 weeks. For planning purposes, it should be planned that we will begin a new RMS integration upon completion of each near-real-time CAD integration.

The Account Manager will work with the client sponsor to make the schedule best meet their needs. The aggressive schedule above means that at some times, there could be a near-real-time CAD integration in progress AND up to 2 RMS Integrations. The Account Manager will work with the client to tailor the cadence of these integrations to ensure success.

Training can be provided as each module is “ready” or once all modules are complete and training can be done all at once. Intterra provides “system” training, instructing the client on how the system DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
works. The client can then pass training on to their staff that includes client-specific procedures for “how” the system should be used.

The Implementation portion of the project is complete once client training has been completed. The account manager will continue to be a resource, as well as Intterra Support ([email protected]) going forward.

RESOURCES
Each agency will supply the following resources to enable Intterra to complete this project:
• CAD Administrator - it will be the responsibility of the Agency and the CAD Administrate to ensure that Intterra can access both the near-real-time CAD data and the CAD history data in the required formats. See CAD Technical Integrations below • Ops Chief (or appointee) - responsible for decisions around how SitStat and Reporting and Analytics will be configured. The Ops Chiefs across agencies will need to work together to ensure a standard and consistent approach. They will also be responsible for determining the agency’s policies and procedures that will be applied as the systems are rolled out
• Battalion Chief (or appointee) - responsible for the decisions around how Incident Management and Preplans will be configured and rolled out across all agencies. • Training Lead - responsible for executing the training across the system for all users across agencies.
• Program/Project Manager - A single point of contact who will oversee the project on behalf of LAACFA for all participating agencies and CAD vendors. This person will be responsible for assuring that tasks assigned to agency resources or CAD vendors are completed in a timely manner. They will coordinate all meetings, assuring the appropriate client resources are in attendance, and facilitate all decision-making across the multiple agencies.

CAD Technical Integrations
During our many years of integrating with client Computer Aided Dispatch (CAD) data systems we have noted that most CAD installations are set up in very similar environments because of the similarities in security requirements specified by the Criminal Justice Information Systems (CJIS) for CAD operations. The most common operational environment maintains a highly secure network for the CAD system that updates a CAD Reporting Database in a more general network area to provide data access for other CAD data dependent third-party applications like some RMS data systems, PulsePoint, FirstWatch, etc., to query, process, and export the relevant CAD data elements to these applications. Intterra has developed its own application, the Data Shipping App (DSA) to provide a simple and lightweight method for querying the CAD replicated database and forward the results to the Intterra Data Center (DC) without the need to develop and implement a difficult and expensive CAD data interface.

The DSA application has helped us to successfully integrate with larger “regional dispatch centers” or “emergency communication centers” down to simple single agency dispatch systems using replicated or even client-built custom databases. The following documentation provides an overview of the efforts required to enable a data integration using the DSA.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
An Intterra ‘Operations’ module integration requires data query and export access from the CAD reporting data system used to manage the Intterra client agency or agencies. The diagram below is a simplified representation of a typical CAD to Intterra data integration. Environments similar to what is depicted allow Intterra to implement a like integration with a minimal amount of effort by the CAD comm center technical resources.

The primary work effort required for implementation is centered around the installation of the Intterra Data Shipping Application (DSA) on a client-designated host system, providing access to the CAD Reporting database, and creating incident and unit data queries, which are specific to each client organization and CAD system.

The work effort usually revolves around one or more video conference calls using desktop sharing where Intterra and client IT staff work together to complete the required tasks. This integration model places full control of the DSA application and the data queries into the hands of the client for optimal data control and security. There is no need for any direct network or database connectivity or remote access for Intterra employees if it is possible to connect via a desktop sharing call where an IT staff member can provide and monitor desktop access to the DSA application, and the database management tools.

The CAD integration implementation process follows the below sequence and can often be achieved within a few hours, providing there are no unforeseen environmental constraints and knowledgeable CAD IT personnel are made available to provide the needed access to the data and assist in the development of the data queries.
• IT staff identifies a suitable host system for the Intterra DSA. • IT staff creates a read-only user account in the Reporting Database to provide read-only access for the DSA application.
• IT staff creates Firewall rules to provide access from the host system to the Reporting System database and the Intterra API. These may already be in place. • The DSA is installed on the identified host system.
• Configure and connect the DSA to the CAD Reporting Database and the Intterra API. • The CAD incident and unit data queries are created and tested using the appropriate database management tools (this is the most time-consuming task of the implementation but can be done on any system where the database management tools are installed and does not have to be the DSA host system). Intterra has worked with many different CAD’s and we have established default data queries to speed up the query development efforts.
• Optionally, a database can be set up on a client database server with access to the Reporting Database to host the created data queries as views.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
• The DSA is configured with the data queries or to query the views set up in the optional database.
• A Windows scheduled task is created on the DSA host system to trigger the DSA query and export process at the desired update intervals, usually between 10 and 30 seconds. • If any updates to the data queries are required afterward the client can manage the data queries directly or Intterra is happy to support with another joint desktop sharing call.

The scheduled task then executes at the specified intervals, queries the current operational status from the database, and sends the results to the Intterra API without any further intervention.

The Intterra data system monitors every client’s data update messages to ensure continued reliable information updates and if any interruption in the data update process is detected, Intterra staff will reach out to the IT staff of the agency hosting the DSA application to make them aware of the interruption and offer their assistance with troubleshooting the DSA operation.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

5.1.6 Cost Proposal
Per the RFP requirements, Intterra has a current SAM.gov registration next due for renewal in October of 2024. Our current GSA contract number is GS-35F-307BA.

All costs are an annual subscription, billed in advance unless otherwise noted.

Intterra Operations (Four Units) $78,911.84
Intterra PrePlans (Four Units) $53,803.52
● Includes Structure, Special Event, Wildland, and Active Shooter) Intterra Incident Management $71,738.04
Intterra R&A- Defensible Space Inspections (Four Units) $64,564.24 ● No customization included
Intterra R&A- Home Risk Assessments (Four Units) $64,564.24 ● No customization included
Intterra Regional Public Safety Geodatabase (RPSG) $30,200.00 ● Up to 245 Data Sets
● Archiving
● Read/Write Services
● Custom Attachment Services
● Data Sharing Management
● Changes in established Symbology
One Time Fees
One time Fee per near-real-time CAD (Per CAD) $5,500.00 Data sharing feed with NextGen SCOUT including FIRIS Included ● (subject to Intterra,LLC current agreement with CalOES) ● (client must have signed IGA with CalOES)
Display of available camera feeds from current sources Included ● AlertCalifornia, PanoAI
Total Year 1 $402,281.88
Total Year 2 $363,781.88
Total Year 3 $381,970.98
Total Year 4 $401,069.52
Total Year 5 $421,122.99
Optional Services & Subscriptions
Region-wide analytics TBD based on scope
● A Custom SOW and cost estimate can be prepared upon request Intterra Reporting & Analytics (Individual Agency) $14,000.00 One time Fee per Agency RMS (R&A) $4,500.00
___________________________________________________________________________________________________________ Confidential Z3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Sensor Integrations:

TBD- priced per sensor with individual SOW
Application data exchange:

Intterra has the unique capability to integrate and share data across multiple platforms from Genasys/Zonehaven to Tablet Command, ESRI, and more. All requests will be scoped and approved accordingly between Santa Monica/LAAFCA and Intterra.

Any change to a system of record (CAD, RMS) may result in an additional integration fee.

Customer agrees that any data-sharing agreements that need to be in place for inter-agency data display are the sole responsibility of the customer and a copy must be provided to Intterra before any data sharing is enabled.

Intterra requires LAACFA to provide a single POC who will oversee the project on behalf of LAACFA for all participating agencies and CAD or other system vendors. This person will be responsible for assuring that tasks assigned to agency resources or CAD vendors are completed in a timely manner. They will coordinate all meetings, assuring the appropriate client resources are in attendance, and facilitate all decision-making across the multiple agencies.

Other public agencies may elect to “piggyback” on the resulting agreement(s). It will be the responsibility of the other agencies to execute separate contracts with Intterra at the same pricing through the end of the initial contract period. Any subsequent renewal pricing and terms successfully negotiated between the city of Santa Monica/LAAFCA and Intterra would be made available to those other agencies.

Applicable Hourly Rates:

Resource Title Rate
Norval Tyler SME & Account Manager $150.76
Emily Carpenter GIS Technician/Geospatial Dat Processor - Senior $130.65 David Cole SME - Technical Integrations $150.76
Roxanne
Scherman
Systems Engineer $132.62
___________________________________________________________________________________________________________ Confidential Z3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Vendor Information Security Assessment (VISA)
Questionnaire
Purpose: This Vendor Information Security Assessment (VISA) Questionnaire requests information concerning a Cloud Service Provider (the Vendor), which intends to provide to the City of Santa Monica (The City) any or all of the following services: Software as a Service (SaaS); Platform as a Service (PaaS); and Infrastructure as a Service (IaaS).

Note/Instructions:
• SaaS, PaaS and IaaS are each a ‘cloud’ servicing model, in which software and database applications, computer network infrastructure and/or computer hardware/software platforms is/are hosted by the Vendor and made available to customers interconnected to a network, typically to the Internet. • This Questionnaire is for the sole use of the intended Vendor and may contain confidential information of individuals and businesses collected, stored, and used by The City. Any unauthorized collection, storage, use, review or distribution may be prohibited by California and/or Federal laws. If you are not the intended recipient of this Questionnaire, please contact the sender by e-mail and destroy all copies of the Questionnaire. • The Vendor shall provide answers to the questions or information to the requests provided below. • The Vendor shall also provide the latest System & Organization Controls (SOC) Type 2 Audit Report or Third Party Cybersecurity Assessment Report & Privacy Policy. • In the event that the Vendor determines that it cannot meet the City’s security and or privacy requirements, the Vendor may submit a request for an exception to the City’s requirements and propose alternative countermeasures to address the risks addressed in this Questionnaire. The City’s Information Security Officer (ISO) may approve or reject the exception request, depending on the risks associated with the exception request. • Upon receipt of the Vendor’s response, the Information Services Department Information Security will conduct a security risk assessment, using the following scoring methodology:

A = Meets completely.

B = Partially meets. The Vendor may be required to provide additional requested information.

C = Doesn’t meet. The Vendor may be required to provide missing/additional detail.

Vendor Information:

Vendor Organization Name Intterra
Address 3740 Dacoro Lane STE 200, Castle Rock, CO 80109 Information Security Contact Person Name Jarrod Skulavik Email [email protected]
1 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Phone N/A
Date this Questionnaire Completed 11/22/2023

1.0 BUSINESS PROCESS AND DATA EXCHANGE REQUIREMENTS
# Question Response from the Vendor
Score Additional
Information/Clarification
Required from the Vendor

1.1 Please provide a detailed description of the
business process that will be supported by the
Vendor, as it relates to the proposed requirements
of the City’s RFP or other Business Requirements
Document (BRD)
Intterra is a web-based SaaS application
that serves the cities fire departments and
command staff. We offer a common
operating picture allowing command staff
to view incidents, assets, etc.. in a single
pane.

1.2 Has the Vendor adopted and implemented
information security and privacy policies that are
documented, are accessible to the City, and
conform to ISO 27001/2 – Information Security
Management Systems (ISMS) Standards?
Yes, we are generally NPSG & NWCG
aligned and are actively in the process of
completing a security program review and
aligning to ISO 27001

1.3 What data exchange will occur between the City
and the Vendor? What data will be stored at the
Vendor’s or other third party’s data storage
location? (Provide data attributes with examples)
Example: (Payment Card Information, Social
Security Number, Driving License # Patrons Name,
Address, telephone etc.), which are examples of
personal information, the privacy of which must be
protected as stated by the California constitutional
and statutory law.

No PHI or PII is exchanged outside of
name, phone number and email address
for user account creation.
2 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from the Vendor
Score Additional
Information/Clarification
Required from the Vendor

1.4 In the event that the Vendor is required to store
Private Information (PI), Personally Identifiable
Information (PII), or Sensitive Information (SI)
(collectively, the Information) about individuals in
the service provider’s business systems, how does
the Vendor maintain the confidentiality of the
Information in accordance with applicable federal,
state and local data and information privacy laws,
rules and regulations?
See other responses around encryption,
data storage and processing and infosec
programs and policies.

1.5 What mechanism and/or types of tool(s) will be
used to exchange data between The City and the
Vendor? Example: (VPN, Data Link, Frame Relay,
HTTP, HTTPS, FTP, FTPS, etc.)
The only integration will be through City
CAD & RMS systems. We will be connected
through those vendors APIs the city is
already using. Each will have it’s own
mechanisms.

In addition, all external traffic flows
through AWS Application Load Balancer
(ALB), which itself is a highly available
Platform as a Server (PAAS) load balancer.

This greatly reduces our attack surface and
exposure to zero-day exploits. The ALB
uses HTTPS, supporting the latest secure
protocol (currently TLS 1.2). All
workstations and devices used to connect
to backend systems employ full drive
encryption at the operating system level.
3 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from the Vendor
Score Additional
Information/Clarification
Required from the Vendor
Intterra’s policy is to encrypt data at rest
within AWS.

1.6 What types of data storage (work in progress
storage and backup storage) are present or will be
required at the Vendor’s site? Example: (PCI Credit
Card Info, SSN, DLN, Patrons Name,
Address, telephone, medical records, etc.)
No PHI or PII is exchanged outside of name
and email address for user account
creation.

1.7 Is e-mail integration required between The City and the Vendor?
Example: The provision of services may require the
City to provide the Vendor with an e-mail account
on the City’s e–mail server.

No – N/A

1.8 Has the Vendor ever been subjected to either an
electronic or physical security breach? Please
describe the event(s) and the steps taken to
mitigate the breach(es). What damages or
exposure resulted? Are records of breaches and
issues maintained and will these records be
available for inspection by the City?
No

1.9 Does the Vendor maintain formal security policies
and procedures to comply with applicable statutory
or industry practice requirements/standards? Does
it include an Incident Response procedures and
Business Continuity Plan? Are records maintained
to demonstrate compliance or certification? Does
the Vendor allow client audit of these records?
NOTE: PLEASE PROVIDE SUPPORTING
DOCUMENTATION.

Yes – we have a formal DR/Business
Continuity policy in place and do regular
systems backups. Policy can be provided
separately under NDA if needed.
4 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

2.0 APPLICATION/SOLUTION CONFIGURATION
# Question Response from The Vendor
Scor
e
Additional
Information/Clarificat
ion
Required from The
Vendor

2.1 What are the Internet
and the browser
security
configurations for the
application? What
security standards and
requirements does
the Vendor maintain
to ensure application
security at the user
interface? (A set of
detailed
documentation
should be provided to
support the
compliance.)
Intterra is a web-based tool that can function in all major browsers. End-user security on the city-side is not controllable by Intterra. Intterra uses AWS cloud security best practices to secure our private network. This means that our resources are not directly accessible from the public internet, and inter-service communication is controlled tightly through security groups where access is granted as needed. Encryption of data at rest is enabled where available and we use TLS1.2 or above for incoming traffic through our load balancers

2.2 What is the name of
the application(s) that
the Vendor will host in
order to provide
services to the City?
(List all)
Intterra is the web application. It is a cloud app in AWS. 5 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from The Vendor
Scor
e
Additional
Information/Clarificat
ion
Required from The
Vendor

2.3 What functionality
will be provided to the
City’s employees or
the City’s customers
or other recipient of
City services through
the application?
All features of the Intterra web application.

2.4 Will the Vendor use a
subcontractor and/or
a third party service
provider? (List all). If
yes, what data privacy
and information
security agreements
are in place between
the Vendor and any
subcontractor/third
party to ensure
appropriate and
accountable
treatment of
information? Note the
City requires each
subcontractor and/or
third party to
The only data sub-processor that will touch name/email is AWS for compute and storage.

Core AWS infosec information can be found here: https://docs.aws.amazon.com/security/ 6 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from The Vendor
Scor
e
Additional
Information/Clarificat
ion
Required from The
Vendor
complete this
Questionnaire.

2.5 What is the Vendor's
application(s) hosting
hardware and
software platform?
Provide a detailed
description, including
Service Packs and a
patch or security
applications in use.

Example: Windows or
Unix
Operating System (OS)
and other detail.

Intterra utilizes AWS managed (including security patches) Linux Ubuntu, Microsoft Windows OSs.

2.6 How does the
Vendor’s application
and database
architecture manage
or promote
segregation of the
City's data (related to
its function as a local
government agency)
Intterra is an AWS hosted (multi-tenant) web application. We use several of their data centers for primary and backup. The city will not be physically segregated but will be logically segregated.
7 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from The Vendor
Scor
e
Additional
Information/Clarificat
ion
Required from The
Vendor
from its other
customers?
8 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

2.7 Describe the Vendor’s
server and network
infrastructure. Please
provide server and
network infrastructure
deployment topology,
including data flow
architecture including
but not limited to
security management
applications (i.e.
firewalls, IDs, IPS, etc.)
9 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from The Vendor
Scor
e
Additional
Information/Clarificat
ion
Required from The
Vendor

2.8 Please provide a
detail proposed
solution that will be
developed as a part
of the Vendor’s
implementation to
support this project.
(For example detailed
solution architecture,
secured data flow to
support business
processes, etc.).

N/A – Intterra is a universal web app. Some unique API calls/connections will be made to exchange JSON from CAD vendors, but this is not a completely custom solution.

2.9 Please describe the
process system
administrators/engin
eers follow to
remotely access
applications.

Intterra requires engineers to use a VPN to remotely access system applications.

10. 0
Please describe the
Inbound access of
VNC,FTP, RDP ports.

N/A
10 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from The Vendor
Scor
e
Additional
Information/Clarificat
ion
Required from The
Vendor

10. 1
Please describe
antivirus solution
used.

End-users have MDM and are required to have malware detection. Engineering uses EC2 Scanning on AWS Application Manager & AWS Shield.
11 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

3.0 DATA PROTECTION
# Question Response from the Vendor
Score Additional
Information/Clarification
Required from the Vendor

3.1 What will be the medium of data exchange between
the City and Vendor?
See 1.5 above.

3.2 How will the data be kept secure during the data
exchange process? Example: (VPN, Data Link, Frame
Relay, HTTP, HTTPS, FTP, FTPS, etc.)
See 1.5 above.

3.3 How will the City’s data be kept physically and
logically secure at the Vendor’s preferred storage
location? Example: Locked storage, Digitally,
Encrypted etc.

All data on our Amazon instances will be
encrypted at data and at rest. Physical
storage is obviously handled by AWS and
is best-in-class globally.

3.4 What application level protections are in place to
prevent the Vendor’s or a subcontractor/third party’s
staff member from viewing unauthorized
confidential information? For example, encryption,
masking, etc.

N/A – we will not have any city
confidential information. However we do
use principle of least privilege for all
system access regardless.

3.5 What controls does the Vendor exercise over the
qualification and performance of its team? Of their
subcontractor/third party’s team(s)? (For example
criminal background verification prior to
employment,
providing security training after employment and
managing Role Based Access Control (RBAC) during
employment and network and application access
termination upon employment termination.

Intterra is a small team, during the hiring
process employees are well vetted for
their security posture. We have an
prompt offboarding process for
terminations and use the principle of least
privilege for all systems access.

3.6 Please describe the continuous vulnerability
assessment and remediation process.

Intterra utilizes 24x7x365 monitoring for
continuous vulnerability assessment and
remediation policies.
12 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E 13 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

4.0 DATA BACK-UP
# Question Response Score Additional
Information/Clarification
Required from the Vendor

4.1 What are the Vendor’s method(s) used to keep data
secured during the data backup process?
Intterra utilizes AWS backup encryption
https://docs.aws.amazon.com/aws-backu
p/latest/devguide/encryption.html

4.2 Is the Vendor’s encryption technology used to
encrypt whole or selective data?
All backups are encrypted.

4.3 What types of storage media will the Vendor use for data backup purposes? For example, Tape, Hard Disk
Drive or any other devices.

Hard Disk in AWS instances.

4.4 Are the Vendor’s backup storage devices encrypted?
If ‘yes,’ please provide encryption specification, with type of encryption algorithm and detail process of
encryption handling. If ‘no,’ provide a detailed
description (with process, tools and technology) to
keep data secured during the back-up process.

See 4.1

5.0 DATA RETENTION
# Question Response from the Vendor Score Additional
Information/Clarification
Required from the Vendor

5.1 What is the Vendor’s retention period of the backed up data? The data retention process shall comply with
the City’s data retention policy.

Retention for backups are based off of
the type of backup ranging from 31-180
days.

5.2 Are the data back-up storage media at the Vendor’s
location or other third party location?
Backups are stored across multiple AWS
zones.
14 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from the Vendor Score Additional
Information/Clarification
Required from the Vendor

5.3 If the Vendor’s backup storage devices are stored
with another company, please provide:
● Company Name:
● Address:
● Contact person detail (Phone & Email):
● What contractual commitments are in place
to guarantee security performance from
these vendors
Backups are in separate AWS facilities for
physical separation. These can of course be
split into multiple facilities in a region itself.

For obvious reasons AWS will not share these
addresses to specific locations in the regions.

5.4 What is the media transfer process (I.e. The lock
box process used to send tapes off-site)?
N/A

5.5 Who has access to the data storage media
lockbox(es)? (Provide Name and Role)
N /A

5.6 Who on the Vendor’s staff or
subcontractor/third party’s staff is/are
authorized to access backup data storage media?
(Provide Name and Role)
N/A

5.7 What is the backup data storage media receipt
and release authorization process(es)? (Please
submit a soft copy of the process)
N/A
15 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

6.0 ACCOUNT PROVISIONING AND DE-PROVISIONING (The Vendor must receive formal pre-authorization from the City’s ISD designated Manager prior to provisioning and de-provisioning of application access account). # Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor

6.1 What is the account provisioning/removal
process? (Example: how are users accounts
created and managed?)
User accounts are created on the principle of
least privilege. They are created by business unit
heads (either corporate IT or engineering) and
they are removed & managed by the same
heads.

6.2 What is the account deprovisioning/ removal
process? Example: how are users accounts
created and managed?)
See 6.1

6.3 How will the City’s employees gain access to
required application(s)?
City Employees will be granted access to
Intterra’s application during the onboarding
process by Intterra’s support team, once
onboarding is complete additional City
employees can be added by the City’s account
admin or through support requests. The
principal of least privilege is adhered to.

6.4 Does the application(s) have the capability to
restrict access only from the City’s WAN (Wide
Area Network)?
No – the city likely wouldn’t want this for first
responders that may have to connect off WAN
anyways.
16 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

7.0 PASSWORD MANAGEMENT
# Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor

7.1 What will be the policy and/or procedures for the
logging, authentication, authorization and password
management scheme? (Please provide a soft copy of
the process)
Intterra has an internal access management
policy which employees adhere to, access to this
can be granted as needed with an NDA in place.

7.2 Where will the login and password credentials be
stored?
Intterra App login/password credentials are
stored hashed and encrypted within an Intterra
IAM database.

7.3 Are the password credentials stored with encryption? If ‘yes,’ please provide encryption scheme detail.

Yes, see 7.2

7.4 Please describe system administrator’s authentication process, are they using multifactor authentication (if
so, please explain/detail)?
MFA is required to access AWS and source code
environments.

7.5 The Vendor’s application must comply with the
following password requirements. Does the Vendor’s
application meet these requirements?
● Multifactor Authentication
First time password must be unique to an individual
and require the user to change it upon initial login.
● If the password is sent via plain text e-mail to the
City employee to mitigate security exposure.
● The City requires first time password to have a
time-out capability of no more than 7 days.
● The e-mail notification must not be copied to
anyone except the user.

MFA is encouraged when possible in the Intterra
development and support environments.

For City employees accessing the web-app MFA
is currently not. Intterra is closely monitoring
state laws and exceptions to MFA requirements
(decision is still not made on impact to first
responders). We do support other SSO options,
etc.. however.
17 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E # Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor
● The permanent/long term password must be
changed frequently (at least every 90 days)
● E-mail notification must be sent to the user
whenever the password has been updated.

Yes, an email is sent to users to notify of a
password update
● User should not be able to view data or
conduct business unless an initial password
has been updated with a different password.
● The Vendor shall inform the City’s users,
when a new password is created, the user
shall not use their City’s password.
● The password must have 12 or more
alphanumeric characters and it must contain
at least one character from each of the
bullets noted below (i.e. each line shall
contribute at least one character):
● Abcdefghijklmnopqrstuvwxyz
● ABCDEFGHIJKLMNOPQRSTUVWXYZ
● 0123456789
● !@#$%^&*()-+=`~,></\"'?;:{[}]
Intterra App current password minimum
requirements are 6 characters with 1 upper case
alpha, 1 lower case alpha, 1 number, 1 special
character.
18 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

8.0 CLOUD SERVICES
# Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor

8.1 Are the vendor services housed at their own (a) data center, (b) the cloud, or (c) deployed-on premise only? How does the vendor ensure any services hosted
externally maintain regulatory and best practice
security controls?
Cloud – AWS, see above questions on security
protocols and infosec policies.

8.2 Which cloud provider(s) does the vendor use? AWS

9.0 CYBERSECURITY INSURANCE
# Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor

9.1 Does the vendor have cybersecurity insurance? If so, please indicate if it protects against security incidents, including hacking, viruses, data theft and inadvertent
loss personal information.

Yes – it does.

Information Security Officer Comments:
--------------------------------------------------- End of Document -------------------------------------------------- 19 11/22/2023 11:32 AM
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com

5.1.5 Project Work Plan
The purpose of this project is to implement and train on the following Intterra Modules:
• Operations
• Preplans
• Incident Management
• Reporting & Analytics
TASKS
Across all modules, the following tasks apply:
• System Setup & Configuration
• Up to 10 hosted GIS Layers
• Remote Administration training, including how to create and manage users Included with each Module are:

Preplans
• Configuration of the Stats Tool on appropriate layers • 1-hour Remote Walkthrough of Preplans and how to create/manage them/agency Incident Management
• Configuration of the Stats Tool on appropriate layers • 1-hour Remote Walkthrough creating/editing/managing incident data/agency Defensible Space & Home Risk
• Definition of Base Hazard.
o Description of the base hazard specifically oriented around the Fire Hazard Severity Zone assessment or other risk assessment layers related to the likelihood and intensity of a wildfire event.
• Identification and Weighting of Contributing and Mitigating Factors. o Identification and description of factors that can increase or decrease the exposure of a value at risk to the base hazard (structure vulnerability). • Map visualization and reports to communicate the total parcel risk that takes both base wildfire hazard and the structure vulnerability into consideration to share data directly with responders and community managers.

Operations
For EACH CAD system:
• Establish data transfer between CAD data source and Intterra (Agency must assure the data is available and accessible to Intterra from each CAD Vendor) • Data Mapping and Ingest of near-real-time CAD data (incident, units and AVL if available) into Intterra
Exhibit C - Statement of Work DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
• Look Up Tables built with the customer to further define key data • Drawdown and filters defined
Across all CAD systems:
• Look Up Tables refined to assure continuity across multiple CADS • Drawdown filters refined to meet multi-agency needs
• Drivetimes will be setup for the whole system (all agencies combined) with a limit of 2 (typically 3 and 8 minute drivetimes)
• 2 hours of remote training/agency
Know limitations:
• In a multi-CAD system, there is the possibility of duplicate incidents and unit responses when the same incident is reported by more than one CAD - The tool does provide the ability to filter down by agency which will reduce much of this noise • If the various CADs are reporting the same stations, that can result in duplicate stations being displayed in SitStat. This too can be managed via filters Reporting & Analytics
The tasks are listed assuming CAD History based reporting on a multi-CAD regional solution.

For EACH CAD system:
• Establish data transfer of historical data between CAD data source and Intterra – no more than 5 years of data
• Data Mapping and Ingest of historical CAD data (incidents and units) into Intterra • Data Quality Summary performed and reviewed with the customer • Look Up Tables built with customer to further define key data Across all CAD systems:
• Look Up Tables refined to assure continuity across multiple CADS • Up to 5 Shape Files geo-processed for reporting/filtering capabilities • Performance Tools configured based on customer data
• 1-hour Remote Walkthrough of Performance tools/agency • Standard Dashboards enabled and reviewed with the customer • 1-hour Remote Walkthrough of Dashboards/agency
Know limitations:
• In a multi-CAD system, there is the possibility of duplicate incidents and unit responses when the same incident is reported by more than one CAD - The tool does provide the ability to filter down by agency which will reduce much of this noise • In and multi-CAD system for R&A the performance may be degregated due to the amount of data and the needs to join between all of the source systems. All efforts will be made to optimize the queries, but it should be anticipated that the performance tools and reporting may be slow and occasionally may timeout
NOTE: Most agencies do decide NOT to implement Reporting and Analytics at the regional level. Most find it more beneficial and cost-effective to implement the R&A at the individual agency level, allowing the agency to decide if historical CAD data or RMS data will better meet their reporting needs. This also allows the performance tools and dashboards to be configured to each agency’s needs, streamlining the implementation and training efforts. Because of this, DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
we have priced the solution as an optional implementation for each agency (or each RMS implementation) rather than a regional solution. The tasks for a single-based Reporting & Analytics solution are:
• Establish data transfer of historical data between RMS data source and Intterra – no more than 5 years of data
• Data Mapping and Ingest of RMS data (incidents and units) into Intterra • Data Quality Summary performed and reviewed with the customer • Look Up Tables built with customer to further define key data • Up to 5 Shape Files geo-processed for reporting/filtering capabilities • Performance Tools configured based on customer data
• 1-hour Remote Walkthrough of Performance tools
• Standard Dashboards enabled
• 1-hour Remote Walkthrough of Dashboards
The bulk of the time-consuming work is in the data integration (CAD and RMS) and validation required for the Operations (SitStat) and Reporting and Analytics modules.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com

SCHEDULE
The project will kick off after the contract is signed with an introductory call facilitated by the Intterra Account Executive, introducing the client project team to the Intterra Implementation team and Account Manager.

Once that meeting is held, Intterra will begin to build out the initial client environment while working meetings are being set up to begin the near-real-time CAD data integration. It is recommended that the data integration be completed 1 CAD at a time. The duration of the data integration effort will be greatly dependent on the client availability (and the holidays), however in most cases CAD data is flowing in a couple of weeks, and then a couple additional weeks are needed to refine the system configuration once the client can see the data. This effort typically takes 2-6 weeks. For planning purposes it should be planned that we will begin a new CAD integration roughly every 4 weeks (or monthly)
Once the near-real-time CAD data integration is complete, for those agencies that chose to move forward with the RMS-based Reporting & Analytics solution, the work can begin on extracting data from their RMS. Most agencies do find synergies in the lookup table work as the SitStat lookup tables provide a strong foundation for the historical RMS data. In most cases the RMS data is flowing in a couple of weeks, however, the data validation effort if longer due to the size of the dataset. The data validation and lookup table effort typically takes 4-6 weeks to get fully refined. The R&A effort typically takes 6-8 weeks. For planning purposes, it should be planned that we will begin a new RMS integration upon completion of each near-real-time CAD integration.

The Account Manager will work with the client sponsor to make the schedule best meet their needs. The aggressive schedule above means that at some times, there could be a near-real-time CAD integration in progress AND up to 2 RMS Integrations. The Account Manager will work with the client to tailor the cadence of these integrations to ensure success.

Training can be provided as each module is “ready” or once all modules are complete and training can be done all at once. Intterra provides “system” training, instructing the client on how the system DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
works. The client can then pass training on to their staff that includes client-specific procedures for “how” the system should be used.

The Implementation portion of the project is complete once client training has been completed. The account manager will continue to be a resource, as well as Intterra Support ([email protected]) going forward.

RESOURCES
Each agency will supply the following resources to enable Intterra to complete this project:
• CAD Administrator - it will be the responsibility of the Agency and the CAD Administrate to ensure that Intterra can access both the near-real-time CAD data and the CAD history data in the required formats. See CAD Technical Integrations below • Ops Chief (or appointee) - responsible for decisions around how SitStat and Reporting and Analytics will be configured. The Ops Chiefs across agencies will need to work together to ensure a standard and consistent approach. They will also be responsible for determining the agency’s policies and procedures that will be applied as the systems are rolled out
• Battalion Chief (or appointee) - responsible for the decisions around how Incident Management and Preplans will be configured and rolled out across all agencies. • Training Lead - responsible for executing the training across the system for all users across agencies.
• Program/Project Manager - A single point of contact who will oversee the project on behalf of LAACFA for all participating agencies and CAD vendors. This person will be responsible for assuring that tasks assigned to agency resources or CAD vendors are completed in a timely manner. They will coordinate all meetings, assuring the appropriate client resources are in attendance, and facilitate all decision-making across the multiple agencies.

CAD Technical Integrations
During our many years of integrating with client Computer Aided Dispatch (CAD) data systems we have noted that most CAD installations are set up in very similar environments because of the similarities in security requirements specified by the Criminal Justice Information Systems (CJIS) for CAD operations. The most common operational environment maintains a highly secure network for the CAD system that updates a CAD Reporting Database in a more general network area to provide data access for other CAD data dependent third-party applications like some RMS data systems, PulsePoint, FirstWatch, etc., to query, process, and export the relevant CAD data elements to these applications. Intterra has developed its own application, the Data Shipping App (DSA) to provide a simple and lightweight method for querying the CAD replicated database and forward the results to the Intterra Data Center (DC) without the need to develop and implement a difficult and expensive CAD data interface.

The DSA application has helped us to successfully integrate with larger “regional dispatch centers” or “emergency communication centers” down to simple single agency dispatch systems using replicated or even client-built custom databases. The following documentation provides an overview of the efforts required to enable a data integration using the DSA.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
An Intterra ‘Operations’ module integration requires data query and export access from the CAD reporting data system used to manage the Intterra client agency or agencies. The diagram below is a simplified representation of a typical CAD to Intterra data integration. Environments similar to what is depicted allow Intterra to implement a like integration with a minimal amount of effort by the CAD comm center technical resources.

The primary work effort required for implementation is centered around the installation of the Intterra Data Shipping Application (DSA) on a client-designated host system, providing access to the CAD Reporting database, and creating incident and unit data queries, which are specific to each client organization and CAD system.

The work effort usually revolves around one or more video conference calls using desktop sharing where Intterra and client IT staff work together to complete the required tasks. This integration model places full control of the DSA application and the data queries into the hands of the client for optimal data control and security. There is no need for any direct network or database connectivity or remote access for Intterra employees if it is possible to connect via a desktop sharing call where an IT staff member can provide and monitor desktop access to the DSA application, and the database management tools.

The CAD integration implementation process follows the below sequence and can often be achieved within a few hours, providing there are no unforeseen environmental constraints and knowledgeable CAD IT personnel are made available to provide the needed access to the data and assist in the development of the data queries.
• IT staff identifies a suitable host system for the Intterra DSA. • IT staff creates a read-only user account in the Reporting Database to provide read-only access for the DSA application.
• IT staff creates Firewall rules to provide access from the host system to the Reporting System database and the Intterra API. These may already be in place. • The DSA is installed on the identified host system.
• Configure and connect the DSA to the CAD Reporting Database and the Intterra API. • The CAD incident and unit data queries are created and tested using the appropriate database management tools (this is the most time-consuming task of the implementation but can be done on any system where the database management tools are installed and does not have to be the DSA host system). Intterra has worked with many different CAD’s and we have established default data queries to speed up the query development efforts.
• Optionally, a database can be set up on a client database server with access to the Reporting Database to host the created data queries as views.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E ___________________________________________________________________________________________________________ Confidential 3740 Dacoro Ln #200, Castle Rock, CO 80109 720-710-8747
intterragroup.com
• The DSA is configured with the data queries or to query the views set up in the optional database.
• A Windows scheduled task is created on the DSA host system to trigger the DSA query and export process at the desired update intervals, usually between 10 and 30 seconds. • If any updates to the data queries are required afterward the client can manage the data queries directly or Intterra is happy to support with another joint desktop sharing call.

The scheduled task then executes at the specified intervals, queries the current operational status from the database, and sends the results to the Intterra API without any further intervention.

The Intterra data system monitors every client’s data update messages to ensure continued reliable information updates and if any interruption in the data update process is detected, Intterra staff will reach out to the IT staff of the agency hosting the DSA application to make them aware of the interruption and offer their assistance with troubleshooting the DSA operation.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Exhibit D
Project Schedule and Compensation Budget
Intterra shall perform and provide the Services to City in accordance with the schedule set forth in the Statement Work and the project schedule below. Intterra shall be compensated in the amount associated with its completion of specific project milestones as described below. The anticipated total amount of compensation paid to Intterra during the Initial Term of this Agreement shall be in the amount of $729,104.13, with $60,146.87 set aside as contingency, for a total not to exceed amount of $789,251.

If City exercises its right to extend the Agreement for the Option Term as provided in Section 2.1, the total amount of compensation paid to Intterra under this Agreement for the full five-year Term shall at no time exceed $2,135,730.

Totals
Milestone 1 $112,614.02
Milestone 2 65,691.51
Milestone 3 65,691.51
Milestone 4 65,691.51
Milestone 5 65,691.51
Final Payment 353,724.07
Total for 2 years $729,104.13
Schedule and Payment Milestones
Milestone #1- March Contract signing with April 1 project start date • Recurring system planning & configuration meetings $38,288.77 o RPSG recurring planning sessions
 Stakeholder Identification
 Current GeoDatabase status review
 Kickoff meeting
 Functional requirements gathering
 Data availability meetings
o CAD implementation timeline specifics and project kickoff meetings  Which CAD in Which milestone
 IGA requirements for data sharing
 Governance committee planning
• Initial system stand-up $74,325.25
To be paid in part with ISD exchange monies in 2022 UASI funding o Software & Infrastructure
 AWS secure hosting stood up & configured
 ESRI licensing
 S3 bucket prep for Airborne tools
 Intterra Incident Management Software &
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Role-based user access planning
 Intterra Operations Software & DSA prep
 Intterra Preplans Software & Geodatabase
configuration planning
LAAFCA Designee Signature. ________________________
Date:

Payment due $112,614.02
Milestone #2 June 1, 2024
• CAD 1 Project start
o Recurring Project work (See Exhibit “A” for details) $19,768.11 o Software $38,373.40
• RPSG infrastructure setup
o Recurring Project planning $2,491.50
o Software $5,058.50
Work Initiation Date:

Dispatch Designee Signature______________________________ LAAFCA Designee Signature. ____________________________ Date:

Payment Due $65,691.51
Milestone #3 Aug 1, 2024 (Annual Software subscription effective date) • CAD 2 & 3 project start
o Recurring Project work (See Exhibit “A” for details) $19,768.11 o Software $38,373.40
• RPSG infrastructure setup
o Recurring Project planning $2,491.50
o Software $5,058.50
Work Initiation Date:

Dispatch Designee Signature______________________________ LAAFCA Designee Signature. _____________________________ Date:

Payment Due $65,691.51
Milestone #4 October 1, 2024
• CAD 4 & 5 project start
o Recurring Project Planning (See Exhibit “A” for details) $19,768.11 o Software $38,373.40
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E • RPSG infrastructure setup
o Recurring Project planning $2,491.50
o Software $5,058.50
Work Initiation Date:

Dispatch Designee Signature______________________________ LAAFCA Designee Signature. ____________________________ Date:

Payment Due $65,691.51
Milestone #5 December 1, 2024
• CAD 6 & 7 project start & multi-CAD data sharing w/SCOUT enabled o Recurring Project Planning (See Exhibit “A” for details) $19,768.11 o Software $38,373.40
• RPSG infrastructure setup
o Recurring Project planning $2,491.50
o Software $5,058.50
Work Initiation Date:

Dispatch Designee Signature______________________________ LAAFCA Designee Signature. _____________________________ Date:

Payment Due $65,691.51
Final Payment due December 31, 2024 $353,724.07
• Software Operation & Maintenance $233,457.89
• Recurring Planning & Governance meetings for year 2 $108,239.18 • Recurring RPSG planning & governance for year 2 $12,027.00 Work Initiation Date:

Governance Committee Representative Designee
Signature______________________________
LAAFCA Designee Signature. ____________________________ Date:

Total 2024 milestone payments $729,104.13
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E CAD Integration Process
The steps in the SitStat integration process will occur for each CAD system integrated into the LAAFCA regional Intterra instance.

SitStat Integration Process
Start Up / Set Up Client Specific Intterra Instance
Complete Technical Survey / Complete Internal Review
Set up Intterra Data Center Basics
Set Up Intterra Framework / Portal Basics
Schedule & Project Kick-Off Meeting
Identify Layer Requirements and Add Layers as Required
Confirm / Update Default Zoom Level for the Map
CAD Data Integration
Client Prerequisites are Satisfied (Access to Replicated CAD DB + firewalls + suitable DSA Host, etc)
Create CAD Incident & Unit Queries
High-Level Testing of Query Results
Install, Configure and Schedule DSA
Test DSA Connectivity - Confirm Data Is Flowing
Intterra Look Up Tables
Populate Initial Lookup Table Data from Client Data
Create & Deliver Lookup Table Worksheet for Client Review Update Look Up Table Worksheet based on Intterra instructions and return Process the Client Returned Look Up Table Changes
Add Station Isochrone Data to Enable Drive Time Feature Data Quality / Integration Refinements
Data / Sitstat Validation - Detailed Review of Sitstat Data Module (CAD Incident & Unit Data)
SitStat Tool Defaults & Preferences - Available Resources Configuration SitStat Tool Defaults & Preferences - Incident Filter Configuration SitStat Tool Defaults & Preferences - Unit Filter Configuration SitStat Tool Defaults & Preferences - Station Filter Configuration SitStat Tool Defaults & Preferences - Drive Time Filter Configuration Make CAD Integration Refinements as necessary
DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Additional Notes
• Any change to a system of record (CAD, RMS) may result in an additional integration fee.
• City agrees that any data sharing agreements that need to be in place for interagency data display are the sole responsibility of the agencies and a copy must be provided to Intterra before any data sharing is enabled. • Payment milestones are accepted at initiation of work, and invoices are initiated at that time. Final demo of completed milestone to be accepted by LAAFCA designee as well as dispatch representative managing the project. • Intterra requires a single POC who will oversee the project on behalf of LAACFA for all participating agencies and CAD vendors. This person will be responsible for assuring that tasks assigned to agency resources or CAD vendors are completed in a timely manner. They will coordinate all meetings, assuring the appropriate client resources are in attendance, and facilitate all decision-making across the multiple agencies.
• Other public agencies may elect to “piggyback” on the resulting agreement(s). It will be the responsibility of the other agencies to execute separate contracts with Intterra at the same pricing through the end of the initial contract period. Any subsequent renewal pricing and terms successfully negotiated between the City and Intterra would be made available to those other agencies.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Exhibit E
Insurance Requirements
Intterra shall procure and maintain for the duration of the Agreement insurance against claims that may arise from or in connection with the performance of the work hereunder by the SaaS Provider, its agents, representatives, employees or subcontractors.

Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

3. Technology Professional Errors and Omissions/Cyber Liability: Insurance with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Intterra in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, invasion of privacy violations, information theft, release of private information, alteration of electronic information, extortion, and network security. The policy shall also provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Further, the policy shall include, or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data or information “property” of the City of Santa Monica in the care, custody, and control of Intterra.

If Intterra maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by Intterra. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Other Insurance Provisions

1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Intterra including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Intterra’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Intterra’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Intterra’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Intterra hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Intterra may acquire against the City of Santa Monica by virtue of payment of any loss. Intterra agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica.

The City of Santa Monica may require Intterra to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, Intterra must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Intterra shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive Intterra’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
If Intterra, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of agreement.

The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from Intterra resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to Intterra, the City may deduct from sums due to Intterra any premium costs advanced by the City for such insurance.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E Subcontractors
Intterra shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes

1. Workers’ Compensation insurance coverage is not required if Intterra does not have employees. Intterra must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: A9B84E80-7C30-48BC-9C66-BF65C24AA91E

← All documents from this meeting