1 FIRST MODIFICATION OF AGREEMENT NO. 10887 (CCS)
This First Modification of Agreement Number 10887 (CCS) (“First Modification”), entered into as of _________________, by and between the City of Santa Monica, a municipal corporation (“City”), and Zones, LLC (“Zones”) is made with reference to the following:
RECITALS
A. On or about^^9/16/2019, the City and Zones entered into Agreement Number 10887 (CCS) professional services (“Original Agreement”).
B. The Original Agreement provided for NOC Monitoring and included a not to exceed amount of $2,169,786.
C. The City and Zones desire to modify the Original Agreement to include additional services to be performed by Zones; remove certain services and to decrease the overall agreement amount to reflect the reduction in services.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:
1. Section 2 of the Original Agreement entitled “ZONES Services” shall be modified by adding the following paragraph:
Additional Services. ZONES will perform all of the additional services (“Additional Services”) described in Exhibit A-1, Scope of Services.
ZONES will complete the Additional Services in accordance with Exhibit B-1, Budget.
2. Section 4 of the Original Agreement entitled “Compensation” shall be deleted and replaced with the following paragraph:
Compensation. The City will compensate ZONES for the Services and Additional Services in an amount not to exceed $1,988,732 in accordance with Exhibit B-1 - Budget.
3. Exhibit A-1 and Exhibit B-1 are attached hereto and incorporated herein by this reference.
4. Execution in Counterparts. This First Modification 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 modification. Any signature to this First Modification 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).
5. Except as expressly modified by this First Modification, all other terms and DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660 2/8/2023
2 conditions of the Original Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
ZONES Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660 1/26/2023
DOUGLAS SLOAN
City Attorney
2/7/2023
Jeff Andrew
SVP, Chief Delivery Officer
Zones
2/8/2023
David White
City Clerk City Manager
Denise Anderson-Warren
2/9/2023
3 Exhibit A-1
Scope of Services
See Attached Exhibit A-1
DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660
CHANGE ORDER FORM
Project Name: Managed Services Project for City of Santa Monica Project Manager: [email protected] Change Order (CO) #: PCR-0016
Change Order Name: Addition of 24X7X365 Service Desk Support & Removal of NOC Project Change
Requestor Name:
(Role & Company)
[email protected]
City of Santa Monica
Date Originated: 05/02/2022
Statement of Work: ZON-08/14/19-OPP00204790-CSM-001 Statement of Work Date: 09/16/2019
CHANGE ORDER DESCRIPTION
Requested change to the referenced Statement of Work (SOW) and any applicable terms, as follows:
Description:
• The City of Santa Monica has requested Zones extend their current Managed Services Service Desk Support model from After-Hours (8:30 PM Eastern – 10:30 AM Eastern, Monday – Friday), Weekends and Holiday support to 24X7X365 support. In addition to extending the Service Desk scope to 24X7X365 the City of Santa Monica has asked Zones to remove the current NOC scope. The City currently provides the Business Hours Service Desk support internally.
• It is expected that the City of Santa Monica will turn over the 24x7x365 support to Zones in November following the execution of this PCR. Zones will require a 1 month ramp up period from the point in which the PCR is fully executed before 24x7x365 service can be turned over from the City. Zones and CSM will work together once the PCR is fully executed on a cutover date and will ensure that it is at least 1 month in time. During the ramp up period there will be activities around the turnover that will need to be completed in advance by the City including ITSM queue creation, phone cutovers, etc. CSM will engage Zones on any activities as required.
DESCRIBE THE REASON FOR CHANGE
Provide background for requested change
Description:
• Currently the City of Santa Monica provides the Business Hours Service Desk support internally. The City is looking for Zones to intake the Business Hours support in addition to the After-Hours, Weekends and Exhibit A-1
DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660
Holiday support already in scope per SOW ZON-08/14/19-OPP00204790-CSM-001. Per the PCR Zones’ scope will expand to include 24X7X365 Service Desk support and the NOC scope will be removed.
DESCRIBE ALL ALTERNATIVES CONSIDERED
Provide all alternatives considered excluding requested change Description:
• N/A as a PCR would be required to extend current support hours.
DESCRIBE RISKS TO BE CONSIDERED FOR THIS CHANGE
Provide all impacts that could occur if requested change is not implemented Description:
• If this PCR were not implemented it may prevent the City of Santa Monica from completing their internal service delivery objectives.
IMPACT TO SCOPE
Provide overall scope impact from requested change
Description:
1. This PCR will increase the current Service Desk Support Hours that Zones provides from After-Hours, Weekends and Holidays to 24X7X365 Service Desk Support. The PCR will also remove the NOC support currently in scope.
2. This PCR will adjust section 1.2 Overview After Hours Service Desk and 1.2.4 Service Desk within the SOW as follows to expand the scope to 24X7X365 Service Desk Support:
o Section 1.2 Overview After Hours Service Desk
o Zones will provide 24X7X365 Level One Service Desk Support to the City of Santa Monica.
3. Section 1.2.4 Service Desk:
o Provide Incident management services not to exceed an average count of (480) actionable incidents per month with no longer than fifteen (15) minutes in duration where averages are calculated on a quarterly basis.
▪ Incidents actioned surpassing one thousand four hundred and forty (1,440) in any given 3 consecutive months, Seller will charge $25.00 per incident. ▪ Overage will be billed the month after 3 consecutive months of incidents actioned surpassing one thousand four hundred and forty (1,440)
▪ Incidents actioned are defined as opened, updated, or closed by Zones. Zones will not be counting ALL tickets in the system.
o Provide service requests that are non-service impacting not to exceed an average of (400) per month, each no longer that twenty (5) minutes in duration. Average will be calculated on a quarterly basis.
▪ Service request surpassing one thousand two hundred (1,200) in any given 3 consecutive months, Seller will charge $5.00 per service request.
DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660
▪ Overage will be billed the month after 3 consecutive months of service request surpassing one thousand two hundred (1,200)
o Zones and the City of Santa Monica will complete a review of the monthly ticket counts after 90 days of transitioning to 24X7X365 Service Desk Support. o In advance of the transition to 24x7x365 support, City of Santa Monica will define requests and provide Zones the contact information of where requests will need to be transferred to.
4. The Service Level Objective for 24X7X365 Service Desk will be updated and defined as follows. The ticket based SLOs cannot be reported on via Zones until admin access within ServiceNow is provided by the City of Santa Monica team.
5. The following Network Operation Center tasks will be removed from section 1.2 Overview of Scope 24/7/365 Network Operation Center (“NOC”):
o Seller will provide monitoring and first level response for key infrastructure and critical business applications by leveraging Customer approved monitoring solutions. o Seller will follow ITIL best practices for improving availability and reliability of services. Monitoring of infrastructure components and systems will be conducted to enable the delivery of business DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660
facing and core services based on Service Level requirements for critical business and technology services.
o Seller’s NOC agents will perform initial triage of alerts and troubleshoot or acknowledge as necessary.
o Seller’s NOC agents will notify Customer’s staff as necessary for service impacting events or events that required Customer’s remediation.
o Seller’s NOC agents will escalate to Customer’s Service Desk agents during Customer’s normal business hours while providing level One support only, after hours and weekends. Please see after hours Service Desk.
o Seller will provide monitoring and management of critical events for critical network, systems, and storage, including but not limited to routing, switching, security, voice, video, remote access while supporting network protocols required to transport data across the Customer’s infrastructure. o Seller will monitor the underlying infrastructure to support critical business and technology services to support required service levels.
6. The following Network Operation Center tasks will be removed from section 1.2.3. Network Operation Center:
o Provide monitoring services for the Customer’s environment 24/7/365. o Triage up to thirty-two (32) total actionable alerts logged in the ServiceNow platform per month. o Provide any required notification to Seller or Customer resources. Isolate and escalate as necessary. o Escalate incident as necessary to either Seller’s Level 2 resolver group or Customer’s resources depending on the project Runbook.
o Ensure incident is actively being worked.
o Close/Resolve incident if possible.
o Provide monitoring services to notify Customer in cases of business-critical outages to support the Customer in meeting the Service Level Objectives.
• Tasks will be removed from section 1.2.2 Consulting and Professional Services.
IMPACT TO SCHEDULE
Provide overall schedule impact from requested change
Description:
• This PCR will be co-term with the existing Statement of work with an end date of 09/16/2024. The Project schedule will not be extended however the hours of support will be extended from After-Hours, Weekends and Holidays to 24X7X365 specific to the Service Desk Support scope.
IMPACT TO COST
Provide overall cost impact from requested change
Description:
• This PCR will decrease the monthly cost to the City of Santa Monica as noted in the Pricing Table below and will be billed as a flat rate monthly fee.
DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660
• There will also be a one-time transition fee to the City of Santa Monica which will be invoiced in addition to the normal flat rate monthly billing following the one-month transition period.
PRICING TABLE
Provide overall price within enclosed table, include original SOW and Change Orders # Service Rate Description
SOW Startup, Monthly Charges Year
1-5, and Microsoft Calls $2,169,788.00 Original Project SOW total SOW
On-Time Startup Fee
Year 1-3 Monthly Services Fees
(Calendar Years 2020-2022)
$1,292,910.00
One-time Startup Fee: $41,010.00
Year 1 (2020): $34,089/month x 12 months
Year 2 (2021): $34,770.00/month x 12 months
Year 3 (2022): $35,466.00/month x 12 months
CO One-Time Transition Cost $917.00 One-time 24x7 transition fee CO Year 4 Monthly Services Fees
(January 2023 – December
2023)
$236,700.00
$19,725.00/month x 12 months
CO Year 5 Monthly Services Fees
(January 2024 – September
2024)
$181,431.00
$20,159.00/month x 9 months
TOTAL CONTRACT PRICE: $1,711,958.00 Revised Total Contract Value Submitted By: Sydney Filkins Title: PMO Manager
Company: Zones Date Submitted: 6/29/22
Phone: 518-878-8358 e-mail: [email protected]
DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660
APPROVALS
Each Party agrees that the complete agreement between us about this transaction consists of 1) this Change Order, and 2) the referenced Statement of Work. This Change Order is governed by the terms and conditions of the SOW and the Agreement. Terms that are used but not defined in this Change Order shall have the meanings set forth in the SOW or the Agreement.
In the event of a conflict between this Change Order and the SOW, the terms of the Change Order shall prevail.
Approved
Deferred Deferred Date
Rejected
REASON FOR DEFERRAL/REJECTION:
SIGNATURES
Each Party represents that this Agreement is agreed and has been executed below by its duly authorized representative.
Approved by (The City of Santa Monica): Approve by (Zones):
Name Name
Date Date
DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660 4 Exhibit B-1
Budget
Zones will provide the Services and Additional Services 4 in an amount not to exceed $197,400 for Year 4 and $200,868 for Year 5, respectively. The overall budget for the Agreement as revised by this First Modification shall be decreased to an amount not to exceed $1,988,732 as provided below:
Prior Budget Under Original Agreement: $2,387,000
LESS: SOW Change (Remove NOC Monitoring and adding 24/7 Service Desk): -$398,268 Revised Total Not to Exceed Amount: $1,988,732
DocuSign Envelope ID: FB3647D0-DD94-4CB1-9533-8A91A8A5F660