Original - Professional Services Agreement No. 10887 (CCS) 09.16.2019

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Contract No. 10887 (CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and Zones, LLC (“Zones”), is made with reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly 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 statutes of the State of California and the Charter of the City.

B. Zones is qualified to do business, and is doing business, in the State of California.

Zones represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. The City and Zones now desire to enter into an agreement for Zones to provide professional services to the City.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on August 31, 2024, unless sooner terminated in accordance with Section 14.

2. Zones Services. Zones will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Zones will complete the Services in accordance with Exhibit B, Budget.

3. City Services. The City agrees to:

3.1 Make available to Zones any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by Zones.

4. Compensation. The City will compensate Zones for the Services performed in an amount not to exceed $2,169,786, as set forth in Exhibit B.

5. Invoices.

5.1 Zones will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

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5.3 Taxes. To the extent applicable, the City agrees to pay all taxes, except for taxes on Zone’s income, assets or net worth, that may become due in connection with the services unless the City provides to Zones a tax exemption certificate.

6. 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 with confirmation of receipt or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1 All notices, demands, requests or approvals to the City:

Information Services Department
City of Santa Monica
1685 Main Street, Room 105
Santa Monica, California 90401
Attention: Joseph Cevetello, Chief Information Officer
Re: Contract No. 10887 (CCS)
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10887 (CCS)

6.2 All notices, demands, requests or approvals to Zones:

Zones, LLC
1102 15th Street SW, Suite 102
Auburn, WA 98001-6509
Attention: Legal Department
email: [email protected]
Re: Contract No. 10887 (CCS)

7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.

Neither the City nor its officers or employees will have any control over the conduct of Zones or any of Zones’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.

8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Zones, and approved as to form by the City Attorney.

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9. Insurance. Prior to commencing work, Zones 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 Services by Zones or Zones’s agents, representatives, employees or subconsultants for the duration of this Agreement. Zones must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

10. Defense and Indemnification.

10.1 Indemnification. As to Zones’s Services produced under this Agreement, Zones agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, asserted by a third party against the City (each “a Claim”), including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the wrongful acts, errors and/or omissions of Zones, or Zones’s employees, agents, officers, and subconsultants during performance hereunder. Zones’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. Notwithstanding Zones’s obligation to defend City hereunder, City has the right to conduct its own defense at its own cost, if City chooses to do so. The obligation of Zones under this Section is contingent upon the City providing Zones with: (i) sole authority in any defense or settlement of the Claim; (ii) all reasonable assistance, at Zones’s expense, in any such defense; and (iii) prompt written notice of and description of such Claim; provided, however, that the City's failure to provide prompt notice will relieve Zones of Zones’s obligations only if and to the extent that Zones is materially prejudiced by such delay. In no event shall the City settle any Claim that involves a remedy other than the payment of money without the prior consent of Zones.

10.2 Enforcement Costs. Zones agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section

10.1. 11. Prohibition Against Transfers.

11.1 Zones may 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. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Zones or of any general partner or joint venturer or syndicate member of Zones, if a partnership or joint venture or syndicate exists, DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A - 4 -
which results in changing the control of Zones, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

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

13. 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.

14. Default and Termination.

14.1 If either party fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of thirty days after t written notice of default specifying the nature of the default, the other party may immediately terminate this Agreement.

14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Zones. Upon termination of this Agreement, City will pay Zones any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. Zones must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.

16. Discrimination. Zones may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

17. Nuisance. Zones may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.

18.1 Zones must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Zones 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.

18.2 Zones must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Zones must clearly identify all records and make them readily accessible to the City. At the City’s request, Zones must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records pursuant to section 18.3.

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18.3 During the term of this Agreement, upon thirty (30) days’ notice and no more than once per calendar year, Zones must allow the City to have access to Zones’s books and records and to inspect all work, data, documents, proceedings and activities related to the services performed under this Agreement. The City has the right to examine or audit Zones’s records in compliance herewith, and Zones agrees to cooperate with the examination or audit of its records which must occur during normal business hours. If a City audit discloses an error of 5% or more in information reported by Zones, Zones 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.

19. Work Product; Reports.

19.1 As between the parties, Zones owns all rights, including without limitation all associated intellectual property rights, in the “Work Product” (meaning, except for Custom Deliverables, all deliverables, documents or other tangible items, including any inventions, innovations, improvements, other works of authorship, and other derivative works that arise therefrom and intellectual property therein or related thereto, conceived, developed or provided by Seller in the course or as a result of performing the Services, including from time to time third party intellectual property, regardless of whether they are eligible for patent, copyright, trademark, trade secret, or other legal protection). Nothing in this Agreement is intended to grant or transfer any ownership interest in the Work Product. The City obtains under this Agreement, upon payment in full, a non-exclusive, non-transferable, perpetual, royalty-free, license to use the Work Product for the City’s internal purposes only. Any work product prepared or caused to be prepared by Zones or any subconsultant for this Agreement uniquely for the City and expressly identified herein as a “Custom Deliverable” will be the exclusive property of City. Custom Deliverables may not be made available to any individual or organization by Zones without prior written approval by City.

19.2 At the City’s request, Zones must furnish reports concerning the status of the Services.

20. Standard of Care. Zones 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 Zones’s profession currently practicing in the same locality under similar conditions.

21. Subconsultants. With the City’s written consent, Zones may subcontract any of its rights or obligations hereunder, provided that notwithstanding such subcontracting, Zones shall remain fully obligated and responsible both for its and its subcontractors’ performance hereunder.

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

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23. Venue and Jurisdiction. The City and Zones agree that the Services will take place in Los Angeles County. 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.

24. Survival of Provisions and Obligations. Any provision of this Agreement, which 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.

25. Financial Status. If at any time during the term of this Agreement there is a detrimental material change in the City’s financial status, as determined in Zones’ sole discretion, Zones has the right to modify the timing for payment under the Section 5 herein. In the event the City does not remit payment in accordance with the terms of this Agreement or such modified payment timing, Zones has the right immediately: (a) to stop all provision of the Services; and/or (b) to terminate this Agreement. If the City becomes a debtor and/or a debtor in possession, whether voluntary or involuntary, in a bankruptcy proceeding under Title 11 of the United States Code, as amended from time to time (the “Bankruptcy Code”), the City shall make its best efforts to obtain court approval for Zones to be deemed a “critical vendor”, as such term is defined in the Bankruptcy Code, under which the debtor seeks authority to make payment of all or a significant portion of certain vendors’ unpaid pre-petition claims. Zones and the City agree that Zones is a critical vendor to the City, that the City shall include Zones on the list of critical vendors to be paid pursuant to such approved critical vendor program, and that Zones shall receive treatment under such program as favorable as any other critical vendor.

26. Services Warranty. Zones warrants that the Services will be performed and Work Product will be prepared by qualified Personnel in a professional and workmanlike manner consistent with good practices in the information technology services industry.

The City’s sole and exclusive remedy with respect to this warranty is for Zones, at Zones’s sole option, either: (a) as applicable, to perform again any substantially failed Service or prepare again any substantially failed Work Product; or (b) to refund the amount paid, as applicable, for any substantially failed Service or any substantially failed Work Product; provided that the City informs Zones in writing of any such substantial failure within five (5) business days after performance of such Service or delivery of such Work Product, and provided that the warranty with respect to any Work Product is voided if: (i) such Work Product is used in conjunction with any hardware configuration, operating environment or computer program other than one expressly specified in the applicable SOW; (ii) any portion of the Work Product is modified by anyone other than Zones or a party acting under Zones’ direction; or (iii) the failure of the Work Product is due to any bugs, defects, problems or failures of hardware caused by the negligence or user error of the City or any third party.

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27. Responsibility for Data. ZONES SHALL HAVE NO RESPONSIBILITY FOR MAINTAINING THE CITY’S DATA, AND THE CITY ACKNOWLEDGES AND AGREES

THAT AT ALL TIMES DURING PERFORMANCE HEREUNDER THE CITY IS AND

SHALL REMAIN SOLELY RESPONSIBLE FOR RISK TO ITS DATA ARISING FROM,

AND FOR DAILY BACK-UP AND PROTECTION OF ITS DATA, SOFTWARE AND IMAGES AGAINST, LOSS, DAMAGE, CORRUPTION OR DESTRUCTION.

28. Confidentiality

28.1. Confidential Information. “Confidential Information” means information that is owned or possessed by a party, its affiliates or their Personal (defined as owners, directors, officers, employees, agents or contractors) that either is marked as “confidential” or “proprietary” or otherwise due to its nature reasonably would be deemed to be confidential, and that is disclosed or accessed pursuant to this Agreement.

28.2 Purpose of Disclosure. Each party (“Discloser”) may disclose certain of its Confidential Information to the other Party (“Receiver”), and Receiver agrees that it will only use Discloser’s Confidential Information for the purposes contemplated hereunder.

28.3 Receiver Disclosures Permitted. Each party, as Receiver, further agrees that it will only disclose Discloser’s Confidential Information to Receiver’s Personnel or financial, legal or business advisors who are themselves bound to obligations of confidentiality substantially consistent with those specified herein; provided that if Receiver is compelled to disclose Discloser’s Confidential Information by law, rule, regulation or judicial, regulatory or other governmental authority, Receiver will provide Discloser with prompt Notice of any such compulsion, will provide the maximum allowable opportunity for Discloser to seek a protective order or measure to bar such disclosure, will disclose only the Confidential Information that is required to be disclosed, and will make reasonable efforts to ensure that such disclosed.

28.4 Period of Confidentiality. Each party, as Receiver, agrees: (i) that, for a period of three (3) years from the date of any disclosure of Discloser’s Confidential Information, it will maintain the confidentiality of such Confidential Information in a manner that is at least as protective as Receiver maintains its own confidential information, and that in no event will be inconsistent with a standard of reasonable care; and (ii) that, upon Discloser’s request, it will return or destroy any extant Confidential Information disclosed by Discloser.

28.5 Injunctive Relief. In the event of Receiver’s breach of this Agreement, Discloser may suffer irreparable harm and have no adequate remedy at law. In such event, or when encountering risk of such event, Discloser shall be entitled, in addition to any and all other remedies, to injunctive relief, to specific performance, and to other equitable remedies without the need to prove monetary damages or the inadequacy of other remedies.

29. Disclaimed Warranties. EXCEPT AS SET FORTH HEREIN, AND SUBJECT TO

APPLICABLE LAW, ZONES MAKES NO OTHER AND EXPRESSLY DISCLAIMS ALL

OTHER CONDITIONS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF

EVERY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A - 8 -

LIMITATION ANY WARRANTIES OR REPRESENTATIONS RELATED TO

ACCURACY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE,

MERCHANTABILITY OR NON-INFRINGEMENT, ARISING BY LAW, BY REASON OF CUSTOM, FROM USAGE IN THE TRADE, OR FROM COURSE OF PRIOR DEALING.

THE CITY ACKNOWLEDGES AND AGREES THAT ANY INFORMATION OR ADVICE

GIVEN BY ZONES OR PERSONNEL SHALL NOT BE DEEMED TO CREATE OR IN

ANY WAY INCREASE THE SCOPE OF THE WARRANTIES SET FORTH HEREIN AND THAT THE CITY SHALL NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

30. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND NOTWITHSTANDING

THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN,

WILL ZONES, ITS AFFILIATES, OR ANY OF THEIR PERSONNEL EVER BE LIABLE

FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE OR

SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS,

MARKET, PROFITS, REVENUES, SAVINGS OR GOODWILL) EVEN IF ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY.

THE MAXIMUM LIABILITY OF ZONES, ITS AFFILIATES AND ANY OF THEIR

PERSONNEL HEREUNDER, ARISING FROM ANY THEORY OF LIABILITY, WILL BE

THE TOTAL AMOUNT PAID TO ZONES FOR THE SPECIFIC SALES OFFERING GIVING RISE TO THE CLAIM.

31. Attorney Fees and Expenses. Except as otherwise provided herein, in any claim or dispute under this Agreement, the prevailing party will be entitled to an award by the arbitrators or the court, as applicable, of reasonable attorneys’ fees and related out of pocket costs and disbursements.

32. Force Majeure. A party shall not be held liable, and shall not be deemed to have breached its obligations under this Agreement by reason of any delay or failure in performance caused in whole or in part by any circumstances beyond its reasonable control, including, without limitation, the following: accidents, fires, floods, severe weather, or other acts of God or nature; sabotage, riot, insurrection, war or other acts or threatened acts of violence or terrorism; embargoes, quarantine restrictions, changing laws or regulations or other government actions or requirements; carrier, labor or supplier interruptions or stoppages, or other third party delays; equipment or network outages or failures (“Force Majeure Event”). In the event of a party’s delay or failure in performance due to a Force Majeure Event, such party agrees to make commercially reasonable efforts to minimize the hindering effect of such Force Majeure Event and resume performance with commercially reasonable dispatch.

33. Severability. If any provision of this Agreement or the application thereof is found to be invalid, illegal or unenforceable, such finding shall not have any effect on any other provision of this Agreement, it being the intent and agreement of the parties hereto that in the event of such finding, this Agreement shall be deemed amended either by modification of such provision to the extent necessary to render such provision valid, DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A - 9 -
legal and enforceable, while preserving its intent, or, if such modification is not possible, by substitution of such provision with another provision that is valid, legal and enforceable and that achieves the same objective.

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

Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

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: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A 9/5/2019
Lane Dilg
City Attorney
9/9/2019
VP, Business and Legal Affairs
Jon Bailey
Zones, LLC
9/16/2019
Rick Cole
9/16/2019 City Manager
Denise Anderson-Warren
City Clerk
Exhibit A
Scope of Services

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Statement of Work
VERSION 1.0
Managed Services Project
For

CITY OF SANTA MONICA
Performed By

ZONES, LLC
1102 15th Street SW, Suite 102, Auburn, WA 98001-6509

ACCOUNT MANAGEMENT
Imran Yunus
[email protected]
253-545-7015
Copyright © 2019 by Zones, LLC. The following Statement of Work: contains the proprietary and confidential information of Zones, LLC; is protected by state and federal copyright, trade secret, and other laws; and is disclosed solely to the authorized recipient for evaluation purposes only. Its receipt or possession does not convey, and Zones, LLC, expressly withholds, any rights to disclose reproduce or utilize its content in any manner, except as otherwise agreed in writing by Zones, LLC.

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ZON -8/14/19-OPP00204790-CSM-001 Solution Architect(s): Young Brown © 2019 Zones, LLC, Proprietary and Confidential. Template v.121418 Document Drafted by: Andrew Wales Page ii
Table of Contents

1. SERVICE DESCRIPTION..................................................................................................1

1.1. SCOPE ...........................................................................................................1

1.2. OVERVIEW......................................................................................................1

1.2.1. Start Up Stage..........................................................................................3

1.2.2. Consulting and Professional Services Stage...................................................6

1.2.3. Network Operations Center........................................................................7

1.2.4. Service Desk.............................................................................................8

1.2.5. Project Management.................................................................................9

1.3. OUT OF SCOPE.................................................................................................9

1.4. CUSTOMER RESPONSIBILITIES............................................................................. 10

1.5. PROJECT ASSUMPTIONS.................................................................................... 11

1.6. ITEM(S) PROVIDED.......................................................................................... 12

1.7. PROJECT SITES ............................................................................................... 13

1.8. SERVICES FEES AND EXPENSES ............................................................................ 13

1.8.1. Services Fees.......................................................................................... 13

1.8.2. Expenses............................................................................................... 13

1.9. PROJECT SCHEDULE......................................................................................... 13

1.10. CONTACTS .................................................................................................... 14

1.11. COMPLETION CRITERIA..................................................................................... 14

1.12. ADDITIONAL PROJECT TERMS............................................................................. 14

2. GENERAL TERMS AND CONDITIONS............................................................................. 15

2.1. PAYMENT..................................................................................................... 15

2.2. CHANGE MANAGEMENT................................................................................... 15

2.3. MISCELLANEOUS ............................................................................................ 15

2.4. AUTHORIZED SIGNATURES................................................................................. 15 EXHIBIT A – PROJECT COMPLETION FORM....................................................................... 16 EXHIBIT B – CHANGE ORDER FORM................................................................................. 17 EXHIBIT C – SERVICE LEVEL OBJECTIVES........................................................................... 19 EXHIBIT D – SERVICE DESK LEVEL CAPABILITIES AND SERVICES PERFORMED........................ 25 EXHIBIT E – EXAMPLE ESCALATIONS TO CUSTOMER.......................................................... 26 EXHIBIT F – DESCRIPTION OF CUSTOMER’S ENVIRONMENT ............................................... 27 DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

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STATEMENT OF WORK
This statement of work (“Statement of Work” or “SOW”) by and between Zones LLC (“Seller” or “we”) and City of Santa Monica (“Customer” or “you”) is effective August 14, 2019 (“SOW Effective Date”) and specifies the Services to be performed hereunder by Seller on behalf of Customer. Seller and Customer are deemed to be each a “Party” and collectively the “Parties” hereof.

1. SERVICE DESCRIPTION

1.1. SCOPE
The scope of the SOW will specify the Services tasks (described below) to be performed by Seller personnel (the “Project Team”) in coordination with Customer personnel engaged with the Project Team (“Customer Personnel”).

1.2. OVERVIEW
Customer has approached Seller to provide monitoring, engineering and management services at Customer Project Site. (“Services”)
• 24/7 Network Operations 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 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.
• After hours Service Desk.
o Seller will provide Level One coverage to the Customer outside Customer’s normal business hours.

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o Seller’s level one agents will leverage the Customer’s ServiceNow ITSM platform of which Customer will provide at least twenty-one (21) ServiceNow licenses to enable full ITIL functionality. o Services will be provided offsite leveraging Seller’s facilities in Menands and Utica, New York. o Seller will receive incidents either by phone, email, or directly through the ITSM platform. o Seller will record essential information, then perform initial triage the issue. o Seller will ensure Customer is consistently notified of incident status and troubleshoot as necessary. o Seller’s Service Desk staff will ensure each incident is properly documented so that any of the Sellers available agents are able to work the incident and remain informed. o Seller’s Service Desk agents will coordinate with OEM or third-party providers as necessary for incidents related to hardware failure or service provider outages and inform Customer as necessary. o Seller’s Level one resource will troubleshoot the incident by leveraging incident notes provided and either resolve or escalate to Customer’s staff as necessary. o Should Level One resources not be capable of resolving an incident, the Level One resource will escalate the Customer’s resources as applicable.
• Engineering Services.
o In addition to services described in the Transitional Services section of this document, Seller will analyze data collected and recommend adjustments to the Customer’s environment or devices as necessary to maintain service levels.
o Seller will assist Customer withminor provisioning needs as necessary as a result of Service Requests. o As seller is not solely responsible for environment wide configuration and maintenance services, seller cannot guarantee service levels.
 However, Seller will work with Customer to make recommendations or provide information to aide in maintaining required service levels with the ultimate goal of improving overall performance and reducing incidents over time.
o Seller will integrate alerting into the ITSM platform based on event specifics and criticality of which Seller will work with Customer to classify.
o Alerts deemed as critical as agreed to by Seller and Customer will be forwarded to stakeholders based on requirements for quick resolution.
• Incident Management and Service Levels.
o Incidents will be classified based on a combination of Impact and Urgency which will determine the Priority. Based on the Priority,specific service level objectives are assigned for the initial response and resolution times.
o Seller will make a best effort attempt to maintain service levels that will commence after the transition is completed or ninety days after services commence, whichever comes later. o As these are Service Level Objectives, no financial penalty will be assigned for breaches. o Service Levels are described in Exhibit C.
• Resources.

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o Services are delivered through a shared resource model which leverages multiple individuals who perform services for multiple accounts or customers allowing Seller to gain efficiencies. No one individual is solely dedicated to the Customer.
• Re-baselining.
o Transitional services will be performed upon SOW execution and are anticipated to complete within ninety (90) days from execution of this document.
o A period of reporting in ServiceNow will be established starting from month three (3) following Startup and continue through month six (6).
o Seller will work with Customer to analyze data collected from ServiceNow to understand changes in requirements as originally outlined in this document versus actual represented by the collected data. o This information will used to make potential changes in scope and pricing of this document and the services delivered. By analyzing data starting from month three (3) Seller will be able to start identifying trends over the course of the next three months, post transition, where Seller anticipates all systems and equipment will be reporting consistently and accurately. o The majority of erroneous or inconsequential alerting will significantly diminished to aid in optimizing services provided and limit actionable alerts.
o After the fifth (5th) month of service, Seller will work with Customer to initiate revisions to this document based on statistics collected from ServiceNow and analyzing current performance and resource availability.
o This document may be modified through month five (5) with the intent of completion and acceptance on month six (6). This modified document will replace the existing contract upon approval and acceptance.
o Should a modification of the document be required as agreed upon by the Customer and Seller, services/scope may be increased or decreased for optimal delivery based on:
 Gained efficiencies.
 Underestimated level of effort.
 Overestimated level of effort.
 Additional services required.
 Service Level requirement changes.
o Should services and scope directly align with the existing document, no changes will be required and this document remains in full effect.

1.2.1. START UP STAGE
During this stage, initial members of the Project Team will meet with Customer Personnel to detail all processes, procedures, escalation, and communication plans applicable to the Services in document form (the “Runbook”).

The Runbook is developed and refined during the Startup Phase and updated throughout the project duration, The Runbook will serve as the basis for steady state operations. Once completed, the Runbook will be shared with the Customer. In comparison to the Runbook, the knowledge Base in ServiceNow will be used to house all technical/operational information.

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Start Up will consist transitional services as set forth below:

The following Project Team members will be primary involved in the Services performed during the Start Up Stage:

Title Role and Responsibility
Project Manager
Will become familiar with Customer Personnel, will learn current state, and will be immersed in project performance, establishing project plans and creating the following reporting templates:

Communication Log Project Schedule Daily Report Template Items Provided Log Lessons Learned Doc Weekly Report Template RAID Log (Risks, Actions, Issues, Decisions) Pilot/Startup Phase Sign-off Engineering
The engineering teamwill work to investigate the current environment, existing infrastructure, services, and tools which will be leveraged to provide services.

The engineering group will work closely with the Customer to gather critical information, understand requirements and perform services required to deliver functionality effectively and efficiently. Integration services will be completed to ensure consistent performance throughout the project duration.

Service Desk/NOC
Resources will work with the Customer’s point of contact to collect critical details to include but are not limited to existing knowledge, contact information, procedural requirements, other information required to effectively carry out services specified in this document.

1.2.1.1. Transitional Services
• Seller will evaluate the Customer’s existing environment to understand the current device and tooling configurations and document data discovered.
• Data will be reviewed and compared with tooling capabilities to understand how to best optimize alerting.

Seller will work with Customer to identify devices missing from the monitoring solution. • After review and consideration of data collected, Seller will collaborate with Customer to incorporate devices into the monitoring solution and present a plan for optimal management and monitoring of the devices.
• The list of devices must be enterprise class and both Customer and Seller will agree that devices are necessary to monitor to achieve Customer’s goal.
• Once the proposed plan is approved, Customer’s existing monitoring tools will be configured, if applicable, to agreed thresholds based on business requirements and industry best practices. • Notification groups will be configured by the Customer in ServiceNow to ensure that both Seller and Customer’s stakeholders are informed.
• Seller will work with Customer to review device configurations and propose standard templates to ensure device reporting, access, logging, and timestamps are consistent across the Customer’s environment.

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• Seller will work with customer to review existing processes, rules of engagement, critical points of contacts, escalation requirements, and communication methods.
• This information will be documented into a project Runbook where a communication plan will be established, escalation guidelines will be clearly documented, and processes will be developed to govern the operation of this project.
• Seller will work with Customer to discuss reporting requirements and workflows to ensure Customer’s ITSM platform, ServiceNow is consistent with discussed process and can accurately report on Service Levels defined.
• Seller will assist Customer with aligning Service Desk communications for a consistent and simple access method for the Customer’s end users.

1.2.1.2. Documentation
The Project Team will generate the Runbook, which will include the following:
• Project Overview—summarizing the purpose and scope of the project. • Communication Plan—describing Project Team members, escalation points, and specific information requirements, including reports.
• Seller Roles and Responsibilities Outline—illustrating the reporting hierarchy of Project Team member roles and noting generally their duties.
• Project Management Description—listing tasks to be completed and Items Provided by the Project Manager including:
o Technician onboarding, training, and scheduling.
o Reports and other Items Provided, with frequency and distribution methods. o Project planning.
o Risk Management.

1.2.1.3. Review and Adjustment
Customer Personnel and Project Team jointly will review and verify the accuracy and completeness of the Runbook.

1.2.1.4. Service Level Readiness
To ensure Seller is prepared to implement Service Levels, Seller will:
• Collaborate with Customer to understand current Service Level Achievement through ServiceNow reporting.
• Provide Customer with a current list of devices being monitored for acceptance. • Validate that any breaches to Service Levels are not the result of Seller’s personnel.

The Project Manager will receive written approval from the Customer Contact upon successful completion of the Startup Phase, acknowledging accuracy and completeness of all documentation, process and deliverables, prior to commencement of steady state operations.

1.2.1.5. Lessons Learned Phase
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• The Lessons Learned Phase will follow completion of the Installation Pilot Phase and precede steady state operations.
• During this phase, Seller will compile and share a list of lessons learned, outlining recommended improvements to Customer’s processes.
• Customer Personnel and the Project Team together will review the lessons learned list to update project assumptions, other Items Provided, and Services Fees, as applicable. • Seller will obtain sign off from Customer to progress from the Start Up Stage to the Operation stage where Service Level Objectives will be in full effect.

1.2.2. CONSULTING AND PROFESSIONAL SERVICES STAGE
During this stage, the Project Team will:
• Perform Startup tasks identified below:
o Attend meeting with Customer representatives to identify all implementation and design considerations.
o Evaluate the Customer’s existing environment to understand the current device and tooling configurations and document data discovered.
o Reviewdata collected and compare with tooling capabilities to optimize alerting. o Work with Customer to identify devices missing from the monitoring solution. o Collaborate with Customer to incorporate devices currently absentthat Customer wishes to be incorporated into the monitoring solution. Devices must be Enterprise class devices that support standard management features. Devices will be necessary to support the Customer’s objectives. A plan will then be presented to Customerfor optimal management and monitoring of the devices. o Follow established Customer change control processes and procedures based on ITIL best practices. o Optimize configuration of Customer’s existing monitoring tools. o Configure agreed upon thresholds based on business requirements and industry best practices. o Configure SolarWinds with notification groups, as applicable, to ensure that both Seller and Customer’s stakeholders are informed.
o Collaborate with Customer to define rules based on thresholds and criticalities. o Review device configurations and propose standard templates to ensure device reporting, access, logging, and timestamps are consistent across the Customer’s environment. o Analyze data collected and recommend adjustments to the Customer’s environment or devices as necessary to maintain service levels.
o Make necessary correctionsto Seller’s configuration management database. o Integrate alerting into ServiceNow based on event specifics and criticality of which Seller will work with Customer to classify.
o Configure SolarWinds to forward alerts deemed as critical in nature to stakeholders based on requirementsif applicable.
• Perform Operational tasks identified below:

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o Provide periodic escalation support for Service Desk to support protocols employed across the Customer’s underlying network infrastructure.
o Collaborate with Customer, OEM provider, or third-party service provider to resolve service outages. o Assist Customer with minor provisioning needs as necessary as a result of Service/Change Requests where the resulting changes can be completed within fifteen (15) minutes and can be conducted during the hours of 8:00am and 5:00pm EST not to exceed thirty (30) total requests per month. These services include but are not necessarily limited to the following:
 Enabling or configuring ports.
 Provisioning VLANs.
 Installing or removing firewall rules.
o Seller will either leverage existing configuration backup platform or install Rancid, automated backup software, on a Customer-provided server, the implementation of which is included at no additional charge.
o Seller will either leverage existing Syslog server or will install software on a Customer-provided server, the implementation of which is included at no additional charge. o Should additional software be required to provide accurate data trending and analysis, Seller will work with Customer to install an agreed Freeware application like Cacti on a Customer-provided server, the implementation of which is included at no additional charge. o Statistics will be captured which will then be used to re-baseline service. o Resolve up to eight (8) level 2-3 incidents per month that require advanced troubleshooting capabilities or are critical in nature.
o Up to forty-eight (48) hours per month will be provided for the following services:
 Monitor logs.
 Monitor Network statisticsand hardware.
 Monitor Service statistics and hardware.
 Perform data trending with predictive analysis.
 Assist with improving the Customer’s environment by performing the following activities:
 Analyze traffic patterns.
 Validate device configurations are optimal.
 Review existing hardware and make recommendations for optimization, replacement, or reduction.
 Participate in budgetary planning.
 Review logs and provide remediation recommendations.
 Consistently ensure devices are backed up.
o Monthly reporting up to two (2) hours per month.

1.2.3. NETWORK OPERATIONS CENTER
To perform first-level support, the Project Team will:

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• Provide monitoring services for the Customer’s environment 24/7. • Triage up to thirty-two (32) total actionable alerts logged in the ServiceNow platform per month. • Provide any required notification to Seller or Customer resources. • Isolate and escalate as necessary.
• Escalate incident as necessary to either Seller’s Level 2 resolver group or Customer’s resources depending on the project Runbook.
• Ensure incident is actively being worked.
• Close/Resolve incident if possible.
• Provide monitoring services to notify Customer in cases of business critical outages to support the Customer in meeting the Service Level Objectives.

1.2.4. SERVICE DESK
To perform Service Desk support, the Project Team will:
• Receive each request and open an incident.
• Provide Incident management services for anaverage count of four-hundred fifty (450) actionable incidents per month where averages are calculated on a quarterly basis. • Categorize the incident or request.
• Prioritize incident/request resolution.
• Perform initial incident investigation and basic diagnostics. • Troubleshoot.
• Determine whether a Customer resource should be dispatched. • Resolve incidents that can be resolved by first or second-level support and document resolution. • Escalate issues to Customer resources which cannot be resolved within agreed time period, or that require Customer onsite resources, or require advanced troubleshooting capabilities, or deep insight into the Customer’s environment, as defined by Runbooks (per section 1.2.1.1. Transitional Services) • Inform requestor about incident resolution progress.
• Resolve incident/request tickets while ensuring date and time of resolution is recorded. • Work with Customer to review existing processes, rules of engagement, critical points of contacts, escalation requirements, and communication methods.
• Work with Customer to discuss reporting requirements and workflows. • Assist Customer with aligning Service Desk communications for a consistent and simple access method for the Customer’s end users.
• Test communication paths and afterhours access.
• Provide Customer with ServiceNow reporting requirements. • Follow established Customer change control processes and procedures based on ITIL best practices. • Simple Services requests that are non-service impacting will be limited to an average of two-hundred fortytwo (242) per month with each no longer that twenty minutes in duration. Average will be calculated on a quarterly basis. A sample of service request types are provided below:

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o Management of Customer password reset and account expiration extensions based on authorized access.
o Pushing applications to user leveraging Customer provided tools. o Creating user accounts.
o Disabling user accounts.
o Unlocking accounts.
• Up to two (2) advanced Microsoft calls per week will be provided for up to one and one half (1.5) hour per incident. Additional calls will be priced as shown in the pricing table. • Monthly audit and correction to the Customer’s change management database where adjustments to the Configuration Items (“CIs”) will be corrected as incurred for up to four (4) hours per month. • Provide initial triage and troubleshooting services for business critical outages to support the Customer in meeting the Service Level Objectives.
• Provide Knowledge base updates and new articles up to eight (8) hours per month.

1.2.5. PROJECT MANAGEMENT
During this stage, the Project Team will:
• Serve as Seller Contact for the Services and liaison to Customer Personnel with supervision over Seller risk mitigation, scope changes, escalations, and any delay management. • Review the SOW, project goals and objectives, and the contractual responsibilities of both parties with the Customer Contact.
• Review any known areas of risk and define mitigation with Customer Contact. • Maintain project communications with Customer Contact. • Facilitate and plan all scheduling with Customer Contact. • Establish documentation and procedural standards for Items Provided. • Prepare a project plan to define project tasks, any milestones, and the project schedule. • Develop a reporting and meeting schedule (for proper communication and information sharing). • Issue daily or weekly activity reports.
• Conduct daily or weekly activity meetings (volume pending), daily or weekly activity report reviews, and weekly activity summary and executive report meetings to include billing summariesif requested. • Perform change and issue management.
• Obtain Customer’s written acceptance of any Items Provided. • Obtain Customer’s written acceptance for operational readiness.

1.3. OUT OF SCOPE
The following services and items are out of scope and are not included among the Services:
• Providing onsite services.
• Providing any licensing, software, or tooling.

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• Providing services outside the times specified in this document. • Providing any services or items other than what are specified hereinunless mutually agreed by both parties.

1.4. CUSTOMER RESPONSIBILITIES
Customer will provide the following, which are necessary to Seller’s performance hereunder:
• Customer will designate a person called the Project Manager who will be the focal point for all communications relative to this project and will have the authority to make binding decisions and act on behalf of Customerin matters regarding this project. Responsibilities of this resource will include:
o Serve as interface between Seller, all Customer departments and its vendors, subcontractors and/or third parties participating in the project with the exception of operational functions or states in the case of service providers or hardware vendors.
o Regarding subcontractors/vendors, Customer will be responsible to coordinate with these vendors to ensure they fully cooperate with Seller personnel to allow us to complete tasks in this SOW Scope. o Customer will provide a single point of contactfor Seller to assist with scheduling and implementation coordination for the duration of this project.
o Manage Customer personnel assigned to this project.
o Attend project related meetings.
o Obtain and provide information, data, documents, decisions and approvals within the timeframes agreed to by Customer and Seller.
o Help resolve project issues and appropriately escalate issues as needed within Customer or with subcontractors and/or vendors.
o Resolve deviations from the estimated schedule caused by Customer. o Schedule and secure attendance of all required personnel as needed for interviews, meetings, and work sessions.
• Work with Seller to provide Seller authorization to act on behalf of Customerfor all required providers. • Collaborate with Seller to provide the following:
o Site contact lists.
o Hours of operation by site.
o Third-party service providers and contact information to include any account or identifying information.
o OEM provider contract and contact information.
• Provide Seller with an Agreement or Purchase Order referencing this SOW prior to initiating the service lead time stated herein.
• Provide all ServiceNow configuration activities with guidance from Seller. • Provision ServiceNow such that accounting and reporting for services that Seller is providing can be separated from services that Customer is providing. This includes but is not limited to Service level achievement, incident counts and duration, and Service Request counts and durations. • Provide all required access, account, and credentials to perform these services.

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• Provide all required onsite services.
• Respond to queries and requests within a reasonable timeframe. • Provide the appropriate level of responsiveness required to achieve Service Level Objectives. Should Service Level Objectives be impacted due to the delayed Customer responsiveness or onsite presence, Seller will not be held liable for the missed Service Level Objective. • Provide a list of all devices that require monitoring and services to include IP addresses, hostnames, community strings, administrative usernames and passwords. • Provide virtual servers to Seller so that Seller can install complimentary applications to perform services described in this document.
• Provide access, credentials, and authentication to Customer-provided virtual servers. • Provide access and authentication services to Customer devices. • Provide at least twenty-one (21) required ServiceNow licenses. • Provide any required licenses for Customer-owned applications or software used by Seller to perform services described in this document.
• Provide Seller with access required for ServiceNow reporting. • Collaborate with Seller to understand ServiceNow reporting requirements. • Provide remote connectivity to all necessary equipment and systems required to deliver this service. • Provide Seller with necessary information for new or replaced hardware for validation in the asset management platform.
• Maintain up to date support contracts with vendor for hardware replacement and code downloads.

1.5. PROJECT ASSUMPTIONS
The scope and any responsibilities set forth above are based on, and in scoping and performing the Services Seller is relying on the accuracy of, the assumption(s) set forth below. • Metrics will be re-baselined starting from month five (5) and completed on month (6) at which point pricing and scope may be revised in a new contract.
• All NOC monitoring will be provided within the United States. • Level one (1) resolution services requires a clearly defined knowledge base article or runbook that incorporates detailed sequential tasks to complete the objective. • NOC services are 24x7.
• Level One Service Deskwill be provided outside Customer’s business hours. • No systems, software, hardware, or licensing are provided as part of this service. • Seller’s involvement for incidents is up to one half (.5) hour in duration for a level one (1) or level two (2) technician. Up to sixteen (16) additional hours per month will be provided for escalation services to engineering.
• Seller’s involvement for service requests is up to twenty (20) minutes in duration. Up to eight (8) additional hours per month will be provided for engineering escalation services. • Services will be provided by leveraging existing Customer’s tools and licensing.

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• All optimizations and customization will be performed in collaboration with Customer’s resources. • Seller will not be held liable to missed Service Level Objectives that are caused by Customer configuration errors or other Customer-led events or efforts that result in a breach. • Additional Insured coverage is not included.
• Services are delivered as a package and cannot be separated or reduced based on actual volumes. • Microsoft calls will be during the hours of 8:00am – 5:00pm Monday – Friday EST. • Engineering services will be delivered during the hours of 8:00am – 5:00pm Monday – Friday EST. • Customer Business Hours are defined as 7:30 AM – 5:30 PM PST from Monday through Thursday, alternating Fridays from 8:00 AM to 5:00 PM PST.

1.6. ITEM(S)PROVIDED
The tangible items identified in the table below will be provided either prior to or upon completion of the Services (each an “Item Provided”).

SOW Section Item(s) Provided
Consulting and
Professional Services
Network and Service Accounting Report Monthly.

Project Management
Regular Status Reports. (.doc format; delivered electronically) Overall Implementation Plan - defines project tasks, milestones and project schedule. (delivered electronically)
Project Runbook - consists of all processes, procedures and communications for the project. (delivered electronically)
RAID Log – documented log of Risks, Assumptions, Issues and Dependencies. (delivered electronically)
Communication Plan - Team members and escalation paths. (delivered electronically)
Change Log - Tracking of all scope changes. (delivered electronically) Lessons Learned - What went right and wrong during the project. (delivered electronically)
Project Closeout Document - Official authorization that all work is complete per the SOW and OK to close out the project. (delivered electronically) Operational Readiness Signoff.

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1.7. PROJECT SITES
Services will be performed remotely at the following site(s) (each a “Project Site”).

Seller Location Identifier Address
Project Site 1685 Main St., Santa Monica, CA 90401

1.8. SERVICES FEES ANDEXPENSES
The total amount due and billable under this SOW (“Total Services Price”) includes the fees for the Services performed hereunder (“Services Fees”) and the cost of any Expenses (as defined herein).

1.8.1. SERVICES FEES
The Services Fees will be billed on a fixed fee basis. Seller will invoice a fixed amount or amounts upon completion of one or more Services milestones, as set forth in the table (below), which presents the total amount to be paid for all Services Fees*.

Milestones Frequency Price Per Frequency Total Fees
Startup One Time Upon Execution $41,010.00 $41,010.00
Monthly Charges Year 1 Monthly (12 Months) $34,089.00 $409,068.00 Monthly Charges Year 2 Monthly (12 Months) $34,770.00 $417,240.00 Monthly Charges Year 3 Monthly (12 Months) $35,466.00 $425,592.00 Monthly Charges Year 4 Monthly (12 Months) $36,174.75 $434,097.00 Monthly Charges Year 5 Monthly (12 Months) $36,898.25 $442,779.00 Microsoft Calls Per Call after 2 in one week $90.00 N/A Fixed Total of Services Fees $2,169,788.00
*-The Services Fees do not include sales tax, which, if applicable, will be invoiced by Seller and paid by Customer.

Service pricing valid for the initial ninety (90) days of services to be revisited upon completion of the initial startup based on statistics provided over that ninety (90) day period.

1.8.2. EXPENSES
While no expenses are anticipated to be incurred during the delivery of this project, Seller has the right to invoice, and shall be reimbursed by, the other Party for Seller’sreasonable, direct costs arising from the performance of the Services, such costs to include, without limitation, airfare, hotel room charge(s), automobile mileage or standard car rental and fuel, per diem, parking, tolls, printing/photocopies, etc. (cumulatively, the “Expenses”) in accordance with the terms of the Agreement; provided that if Expenses are not addressed in the Agreement, then invoicing and reimbursement shall be in accordance with Seller’s standard expense policy. Any such expenses must be approved by City prior to incurring and billing of expenses. City will not pay any expenses without prior approval.

1.9. PROJECT SCHEDULE
The Parties acknowledge that throughout performance of the Services they share the following responsibilities: to develop an estimated schedule with estimated dates and timelines (“Estimated Schedule”); to coordinate the project kick-off meeting; and to manage the project through completion.

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Project timelines will vary based on personnel schedules, the evolving conditions of Customer’s environment, and the conditions of the Project Site(s).

All Services will be provided during “Standard Business Hours” (meaning Monday through Friday, 8:00AM - 5:00PM local time, excluding Holidays). “Holidays” shall mean Seller’s normal holidays in addition to national holidays.

1.10. CONTACTS
Prior to (or promptly upon) commencement of the Services, each Party will identify a person who, on behalf of such Party, shall be authorized to answer questions, to make decisions, and to address any issues that arise during the performance of Services (“Contact”).

1.11. COMPLETION CRITERIA
Seller shall be deemed to have fulfilled its obligations under this SOW upon the occurrence of any ONE of the following:
• Seller’s completion of both performance of the Services that are in scope and delivery of any Items Provided; OR
• Seller’s performance of Services for the total of the number of hours set forth in both the Services Fees section of this SOW and any Change Order(s); OR
• Expiration of this SOW according to its terms; OR
• Termination of this SOW by either Party in accordance with the provisions of this SOW and the Agreement.

1.12. ADDITIONAL PROJECT TERMS
A. Customer is responsible for supplying the environmental conditions necessary and applicable for Seller’s performance of the Services, including, without limitation, the following: workspace(s); Customer-owned hardware; any Customer software licenses; any required documents/diagrams detailing applicable specifications and conditions; any badges and passes for access to facilities; and any other access rights (“Customer Provisions”).

B. Customer agrees that Seller will have the right to bill Customer at Seller’s standard rates for any time during which Seller’s personnel is idle due to any substantial: inaccessibility of any Project Site; or unavailability of the Customer Provisions or Customer Contact.

C. Seller shall have no responsibility for third parties engaged on this project other than any Seller subcontractor(s), except as otherwise expressly agreed in writing. Customer acknowledges and agrees that Seller has the right to subcontract some or all of the Services hereunder to subcontractors.

D. Customer will provide all applicable safety and security rules in advance of execution of this SOW.

E. Customer shall not provide hereunder: any Protected Health Information, as defined in the US Health Insurance Portability and Accountability Act (“HIPAA”); anydata subject to the Payment Card Industry Data Security Standard (“PCI DSS”); or any other personally identifiable information (“PII”) or sensitive personal information (“SPI”) subject to applicable US or international security laws.

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2. GENERAL TERMS AND CONDITIONS

2.1. PAYMENT
Fees specified herein do not include applicable taxes, which will be invoiced and which Customer is obligated to pay. Invoices will be submitted to the address provided by Customer. Customer will remit payment within thirty (30) days of invoice receipt. Customer shall pay all undisputed amounts hereunder, withholding payment only to the extent of any specific inaccuracy on an invoice and only until such inaccuracy is corrected.

2.2. CHANGE MANAGEMENT
The terms and conditions of this SOW, including without limitation the scope, fees and Items Provided, may be changed only upon the Parties’ execution of a written amendment that references this SOW, that specifies such change and that is drafted by Seller (“Change Order”). Either Party may request a change, and both Parties agree to negotiate in good faith any requested changes. In the event of a conflict between the terms and conditions set forth in a Change Order and those set forth in this SOW or in a previously executed Change Order, the terms and conditions of the most recent Change Order shall prevail.

2.3. MISCELLANEOUS
This Statement of Work is governed by that certain Professional Services Agreement (Contract No. 10887) between Zones LLC and the City of Santa Monica effective _______________ (“Agreement”). Terms that are used but not defined in this Statement of Work shall have the meanings set forth in the Agreement. This Statement of Work is void if not signed by Customer and returned to Seller within thirty (30) days of receipt by Customer.

2.4. AUTHORIZED SIGNATURES
Each Party signifies by its authorized signature below that it agrees to be bound by the terms and conditions set forth in this Statement of Work.

ZONES LLC CITY OF SANTA MONICA
By: By:

Name: Name:

Title: Title:

Date: Date:

Customer Billing Entity Name:

Customer Billing Address:

Customer Billing Method: PO# Required?
Customer Billing E-mail: Customer Billing Phone:

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EXHIBIT A – PROJECT COMPLETION FORM

PROJECT COMPLETION FORM
This Project Completion Form, when signed by City of Santa Monica (“Customer”), signifies completion and acceptance of the Services performed by Zones LLC (“Seller”) under the Managed Services project Statement of Work between the Parties dated August 14, 2019 (“SOW”).

AUTHORIZED SIGNATURE
Customer’s signature below acknowledges that the Services and all Items Provided have been completed, delivered and accepted in accordance with the specifications of the SOW.

ZONES LLC CITY OF SANTA MONICA
Presented By: Acknowledged By:

Name: Name:

Title: Title:

Date: Date:

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EXHIBIT B – CHANGE ORDER FORM

CHANGE ORDER
This Change Order between Zones LLC (“Seller” or “we”) and City of Santa Monica (“Customer” or “you”) is effective _______________________ (“CO Effective Date”) and amends, as set forth below, the Managed Services project Statement of Work between the Parties datedAugust 14, 2019.

ProjectName Managed Services SOW Code ZON -081419-OPP00204790-CSM-001 Change Order Title Change Order #
Seller Contact TBD Customer Contact

PROJECT CHANGE REQUEST DESCRIPTION

IMPACT TO SCOPE

IMPACT TO SCHEDULE

IMPACT TO COST

SUBMITTER
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Name Title
Phone e-mail

RATIONALE FOR REJECTION (IF APPLICABLE)
[If requested change is rejected, provide rationale below. Otherwise ignore and execute the Change Order.]

MISCELLANEOUS
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 or a previous Change Order, this Change Order shall control.

AUTHORIZED SIGNATURES
Each Party signifies by its authorized signature below that it agrees to be bound by the terms and conditions set forth in this Change Order.

ZONES, LLC CITY OF SANTA MONICA
By: By:

Name: Name:

Title: Title:

Date: Date:

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EXHIBIT C – SERVICE LEVEL OBJECTIVES
Service Level Exceptions:

Service Levels are provided based on services delivered by Seller, not Customer. Given the nature of this engagement, services provided will be blended between the Seller and Customer resources. Since Customer is providing the ITSM platform by which the majority of the Service Level accounting will be performed, it is the Customer’s responsibility to ensure that Service Level reporting conducted through the ITSM platform can be separated by service provider.

Additionally, resolution times must incorporate the ability to institute a stop clock functionality when the service provider is pending a response from the end user, service provider, Customer, or third-party. If this is not possible then in cases where Service Levels are breached, the incident or Service Request in question will be investigated to determine total time Seller was in a pending response status. That total pending time will be subtracted from the total duration to determine is an actual breach occurred.

Finally, should a SLO breach occur regarding network or services not related to Service Desk, NOC, or Engineering, an investigation will be performed to determine the root cause. Should the root cause be related to any action or lack thereof by the Customer, the breach will be declared void. In cases where service breach is the fault of the Seller, an escalation can occur by the Customer to the Project and Account Manager. Incidental Causes: Where root cause analysis determines the failure to meet a Service Level Objective is due to a one-time event or situation, an escalation and communication will be made through the project and account manager to the Service Desk manager. Systemic Causes: Where root cause analysis determines the failure to meet a Service Level Objective is due to a persistent or recurring event(s) or situation(s), the implementation of a structured plan will be implemented. Escalation will occur through the project and account manager and will be escalated up through the Service Desk manager and Director for a structured remediation plan to be devised.

Service Level Calculations:

Service Level Achievement is based on the ability of the Seller to meet the Service Level Targets for each area as specified below. Service Level Reporting will be conducted monthly but Customer and reviewed but the Seller where statistics will be collected from various platforms and analyzed based on their individual requirements as specified below.

Service Level Definitions:

Area Feature SLA
Service Desk Services
Service Desk Calls Speed to answer within
90% of calls w/in 3 min
95% of calls w/in 5 min
Outside of Customer Business Hours
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Area Feature SLA
Service Desk Services
Service Desk Incidents –
Triage and Investigation
(For Tickets Submitted
through Self Service)
Investigation and Triage Process Incidents and assign staff much like hospitals triage in
emergency rooms, with most critical
and high incidents being addressed
first. The metrics below represent the
time it takes to initiate work on an
incident during service desk business
hours.

Severity 1 – commence
within 15 minutes
95%
Severity 2 – commence
within 1 hour
95%
Severity 3 – commence
within 2 hours
95%
Severity 4 – commence
within 24 hours
95% ; However, 100% within 48
hours
Severity 5 Best Effort
Service Desk Incidents –
Resolution Time
Time to Resolve Similarly, resolving incidents follow
the same triage approach, with the
focus on critical and high priority
incidents first. These metrics show
how long it takes to resolve an
incident. Time is paused when
waiting on a user response, the user
is unavailable or when waiting for a
vendor action. Additionally weekend
coverage is limited to Level 1 support
only and incidents spanning this time
would not be subject to this Service
level.

Severity 1 – 6 hours 95%
Severity 2 – 18 hours 95%
DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

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Area Feature SLA
Service Desk Services
Severity 3 – 36 hours 95%
Severity 4 – 72 hours 95%
Severity 5 Best Effort
Service Requests Initial Processing 95% - Acknowledgement within 10 business hours
Fulfillment 95% - Fulfillment within agreed upon
time frames which will be determined
during customer onboarding
Severity is determined by the impact and urgency of the evet as defined below:

Urgency
Impact
Enterprise Site User
1 - Cannot Work 1 2 3
2 - Slow or Reduced Functions 2 3 3
3 - Annoyance 3 4 4
4 - None 5 5 5
Urgency is defined as how quickly an issue must be resolved to meet business needs. The majority of incidents will be classified as normal; However, the particular circumstance could change that. For example, an issue with the payroll system might be assigned a normal urgency, however, when payroll is being prepared for processing it would be a high urgency.

Speed to answer Measurement Criteria: The percentage of the calls received during normal business hours, total number of calls answered within three (3) for 90% of calls divided by the total number of calls answered, and within five (5) minutes for 95% of calls divided by the total number of calls answered.

Example: In a given month 424 calls are answered, of those 421 are answered in 15 minutes or less:
421/424=99%
DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

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Call Answer Rate Criteria: The call answer rate is the rate of calls that are answered by a person in a reasonable time. The total number of calls answered, divided by the total number of calls received minus the number of calls abandoned in less than five (5) minutes.

Example: In a given month 32 calls, 31 are returned within 60 minutes: 31/32-97%.

Investigation and Triage Criteria: During business hours,the percentage of tickets assigned appropriately within the agreed upon time.

Example: If 205 medium severity incidents are received, and 200 of them are assigned within two (2) hours, 200/205=98%.

Time to Resolve Criteria: The percentage of incidents where the total time to resolve is within the target period (by SLA). Take the total time of a ticket and deduct this from any time when the incident cannot be worked, such as any time waiting for the user to perform an action and any time waiting for vendor action or any time waiting for customer resources. Since this customer is providing on-site resources exclusively.

Example: A user calls in with a medium priority incident at 14:00 on 3/1. Service Desk works the incident until 15:30 when user is called and asked to work with Service Desk. User is not responsive or indicates he/she is unavailable until 7:30 3/2. At this time, user and Service Desk resume working, determine is it a hardware issue. At 8:00 Service Desk arranges for replacement hardware, which arrives and is installed at 12:00, at which time issues is resolved. Time to Resolve would be calculated as Total Time of Ticket (22 hours, 14:00 3/1 to 12:00 3/2) minus User Time (16hours, 15:30 3/1 to 7:30 3/2) and Vendor Time (4 hours, 8:00 3/2 to 12:00 3/2): 22-(16+4) = 2.

Time to Resolve metric will be used based on the number of incidents closed in that period whose Time to Resolve is within the Target for their Priority divided by the total number of incidents of that Priority closed in that period. 32 incidents are closed within the agreed upon time, while there were 33 incidents total:32/33=97%.

DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

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Figure 1: Critical Customer Services would be monitored 24x7x365 with notification based on Severity for priority responses as dictated in Figure 2.

Note: While Seller will make every attempt to help Customer meet their Service Level Objectives, Seller is only responsible for providing notification services through the Network Operations Center for device level monitoring and will report outages based on the severity described above per Figure 1.

DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

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Figure 2: Seller and the Customer establish severity-based responses to provide appropriate reaction for alerts received by NOC.

Area Feature SLA
Target
Critical Services
Availability
Severity 1
Provide notification to the Customer for Service outages for Customer follow-up within 2 hours. Outages caused by
maintenance not inclusive.

Severity 2 99%
Provide notification to the Customer for Service outages for Customer follow-up within 4 hours. Outages caused by
maintenance not inclusive.

DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

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EXHIBIT D – SERVICE DESK LEVEL CAPABILITIES AND SERVICES

PERFORMED
Description Capabilities
Service Desk Level One
Technician
• Capture Critical Information
• Follow Scripted responses and Troubleshooting
• Basic Experience with End user Devices
• Basic Experience with IP Services
• Strong Communication Skills
• Limited technical abilities
Service Desk Level Two
Technician
• Capture Critical Information
• Record Critical Information
• Experienced Troubleshooting
• Notify End User
• Experience with End user Devices
• Basic Experience with IP Services
• Strong Communication Skills
• Basic technical abilities across multiple technologies • Moderate technical abilities in one or more technology DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

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EXHIBIT E – EXAMPLE ESCALATIONS TO CUSTOMER
Examples of when Incidents would be Escalated to
Customer
Specific Examples include but are not limited
by:

Advanced Troubleshooting is required which include
but is not limited to the following:

IP routing analysis
Loss of connectivity to Customer’s location
where the network circuit is reported
operational.

Resolution where advanced configuration is required
to resolve:

Misconfiguration of Spanning Tree causes a loop
in the network which must be remediated.

Load Balancing Algorithm is forcing all traffic
down the same interface.

Service Requests not part of Current Service
Offering:

Customer requests connectivity to services not
currently supported.

Level Two Technicians exhaust options and cannot
resolve and Seller’s level 3 engineer services has
exceed a total of eight (8) incidents this month.

Technician attempt to resolve issue but exceeds
their technical ability requiring Customer’s Level
3 intervention.

DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

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EXHIBIT F – DESCRIPTIONOF CUSTOMER’S ENVIRONMENT
The Customer maintains 44 facilities including five hub sites with four data centers, one primary and two supporting data centers. The Customer maintains connectivity between sites via fiber with a few exceptions where TM/Spectrum is leveraged. The disaster recover site is located in Nevada. The network is composed of approximately 420 Cisco products to include switches, routers, firewalls and wireless LAN controllers. The Customer does have access points that are not included in this count.

Servers are primarily HPE running VMware for a total of 320 physical/virtual servers. The Customer leverages O365, Azure, and AWS services. The Customer maintain a Unified Communications environment comprised of twelve IP Telephony, gateways, and other systemssupported by twelve voice/data circuits. The end user environment consists of over two-thousand PCs, laptops, and MACs.

Core applications are comprised of Public Safety & Transit (BBB), Customer Planning &Enforcement, Public Works, Customer Services, and Corporate Services (Finance/ERP).

DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A Exhibit B
Budget
Services Fees & Expenses
The total amount due and billable under this SOW (“Total Services Price”) includes the fees for the Services performed hereunder (“Services Fees”) and the cost of any Expenses (as defined herein).

Services Fees
The Services Fees will be billed on a fixed fee basis. Seller will invoice a fixed amount or amounts upon completion of one or more Services milestones, as set forth in the table (below), which presents the total amount to be paid for all Services Fees*.

Milestones Frequency Price Per
Frequency
Total
Fees
Startup One Time Upon
Execution
$41,010.0
0 $41,010.00
Monthly Charges
Year 1
Monthly (12 Months) $34,089.0
0 $409,068.00
Monthly Charges
Year 2
Monthly (12 Months) $34,770.0
0 $417,240.00
Monthly Charges
Year 3
Monthly (12 Months) $35,466.0
0 $425,592.00
Monthly Charges
Year 4
Monthly (12 Months) $36,174.7
5 $434,097.00
Monthly Charges
Year 5
Monthly (12 Months) $36,898.2
5 $442,779.00
Microsoft Calls Per Call after 2 in one
week
$90.00 N/A
Fixed Total of Services Fees $2,169,786.00
*The Services Fees do not include sales tax, which, if applicable, will be invoiced by Seller and paid by Customer. Service pricing valid for the initial ninety (90) days of services to be revisited upon completion of the initial startup based on statistics provided over that ninety (90) day period.

Expenses
While no expenses are anticipated to be incurred during the delivery of this project, Seller has the right to invoice, and shall be reimbursed by, the other Party for Seller’s reasonable, direct costs arising from the performance of the Services, such costs to include, without limitation, airfare, hotel room charge(s), automobile mileage or standard car rental and fuel, per diem, parking, tolls, printing/photocopies, etc. (cumulatively, the “Expenses”) in accordance with the terms of the Agreement; provided that if Expenses are not addressed in the Agreement, then invoicing and reimbursement shall be in accordance with Seller’s standard expense policy. Any such expenses must be approved by City prior to incurring and billing of expenses. City will not pay any expenses without prior approval.

DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A Exhibit C
Insurance Requirements and Verifications
Consultant 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 Consultant, 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. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (nonowned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. 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).

4. 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 Consultant in this Agreement and shall include, but not be limited to, claims involving 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 the Consultant.

If the Consultant 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 the Contractor. 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: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A 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 Consultant 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 the Consultant’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, the Consultant’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 the Consultant’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: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss.

Consultant 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 the Consultant 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.

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.

DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A 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, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant 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 the Consultant’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 Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant 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 the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.

Subcontractors
Consultant 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 the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: 6321B389-247E-4CB0-96CE-CAF0AC1BB21A

Santa Monica City CouncilJuly 29, 2025

Santa Monica City Council
July 29, 2025