SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR SERVICES RELATED TO THE FIBER
OPTIC SYSTEM INTERNET ACCESS OPERATIONS
COVER PAGE
Contractor: Fujitsu Network Communications, Inc.
Responsible Principal of Contractor: Keith Lerch, Sales Client Executive Notice Information - Contractor: Fujitsu Network Communications, Inc. 2801 Telecom Parkway
Richardson, TX 75082
Attention: FNC Legal
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager of Public Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: November 7, 2023
Termination Date: November 6, 2026
Consideration: Total not to exceed $444,586.80 (includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 12.20
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR SERVICES RELATED TO THE FIBER OPTIC SYSTEM
INTERNET ACCESS OPERATIONS
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Fujitsu Network Communications, Inc., a California corporation (“Contractor”).
The City and Contractor agree as follows:
1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on November 7, 2023.
2.0 SCOPE OF SERVICES.
2.1 Contractor shall perform all work necessary to complete the services set forth in the Contractor's proposal to the City ("Proposal") dated October 10, 2023 Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.
2.2 All services shall be performed to the specifications set forth in this Agreement.
2.3 All services shall be performed in a competent and professional manner in accordance with the prevailing industry standards for such services.
3.0 PERSONNEL.
3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.
3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.
3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.
4.0 TERM.
The term of this Agreement shall commence on November 7, 2023, and it shall continue until November 6, 2026, unless terminated at an earlier date pursuant to the provisions thereof.
5.0 COMPENSATION AND FEES.
5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of
the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.
5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $444,586.80 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.
5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.
5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City.
Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:
5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.
5.4.2 Approved reproduction charges.
5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.
5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.
5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and
interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.
6.0 PAYMENT.
6.1 The City will be invoiced annually for scheduled services, as set forth in Exhibit B.
6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services scheduled and/or performed.
6.3 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.
6.4 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.
6.5 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.
7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.
8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.
9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.
10.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below for the duration of the
Agreement, including any extensions thereto. Where the City of Vernon is included as an additional insured, the Contractor’s policies shall afford primary coverage. i. Automobile Liability with limits of $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage.
ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.
iii. General Liability with limits of $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Commercial General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be included on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement.
Contractor’s insurance policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor shall ensure that any subcontractor who provides services under this Agreement will carry insurance which meets the requirements set forth herein.
iv. Technology Errors and Omissions coverage in a sum of $1,000,000 each claim/occurrence and $2,000,000 policy aggregate, where such risk is applicable. Applicable aggregates must be identified. Contractor shall include but not be limited to, claims involving unintentional infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, the release of private information, alteration of electronic information, and network security. The policy shall provide coverage for breach response costs, regulatory fines, penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.
v. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against the City, its directors, commissioners, officers, employees, and volunteers for losses arising from the performance of this Agreement or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in the performance of this Agreement.
vi. Contractor shall ensure that it will notify the City in the event of cancellation of any of the insurance policies included in this clause.
vii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. viii. Prior to commencement of performance, Contractor shall furnish the City with an Acord certificate of insurance for each policy. Each certificate is to be executed by a person authorized by that insurer to bind coverage on its behalf or an authorized representative of Contractor’s insurance broker. The certificate(s) must be in an Acord form. ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify the City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor.
11.0 LIMITATION OF LIABILITY.
The City acknowledges and agrees that:
11. 1 Contractor' s maximum liability to the city for any claim(s) arising from or relating to this contract, whether in contract, or tort, or otherwise shall not exceed the total fees payable by City to Contractor for the services for the month(s) in which the event(s) or circumstance(s) giving rise to the claim(s) occurred. In no event will Contractor or its supplier(s) be liable for any special, consequential, indirect, punitive, or incidental damages, including but
not limited to damages caused by the city's failure to perform any of its responsibilities, loss of data, loss of revenue or profits, even if Contractor or its supplier(s) have been advised of the possibility of such damages. Such limitation shall not limit any insurance coverage payment(s) due to City pursuant to the terms of this agreement.
12.0 GENERAL TERMS AND CONDITIONS.
12.1 INDEPENDENT CONTRACTOR.
12.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
12.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.
12.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.
12.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3)
years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.
12.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.
12.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
12.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.
12.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.
12.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.
12.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal,
State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.
12.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.
12.11 INTERPRETATION.
12.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.
12.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).
12.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.
12.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.
12.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail.
12.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
12.12 TIME OF ESSENCE. Time is strictly of the essence of this Agreement and each and every covenant, term, and provision hereof.
12.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.
12.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.
12.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.
If to the City: City of Vernon
Attn: Todd Dusenberry, General Manager of Public Utilities 4305 Santa Fe Avenue
Vernon, CA 90058
Email: [email protected]
With a Copy to: City of Vernon
Attn: Carlos R. Fandino, Jr., City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Email: [email protected]
If to the Contractor: Fujitsu Network Communications, Inc.
Attn: FNC Legal ([email protected])
2801 Telecom Parkway
Richardson, TX 75082
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.
12.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.
12.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.
12.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.
12.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City
for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
12.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
12.20 MAINTENANCE AND INSPECTION OF RECORDS.
The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.
The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.
The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.
12.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.
12.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
12.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective
Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.
12.24 PREVAILING WAGES. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City agreements. In addition, the selected consultant and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations.
12.25 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”. [Signatures Begin on Next Page].
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.
City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Carlos Fandino, City Administrator
Fujitsu Network Communication, Inc., a
California corporation
By:
Name:
Title:
ATTEST:
_______________________________
Lisa Pope, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney
EXHIBIT A
CONTRACTOR'S PROPOSAL
QUOTATION
FUJITSU NETWORK COMMUNICATIONS
2801 Telecom Parkway
Richardson, TX 75082 Quotation #: Q-4219-r04
Quote Date: 10/10/23
Quotation valid until: 02/07/24
Customer: SFDC#: 2021-057428
City of Vernon
Project Information: City of Vernon
Location of Sites: City Hall (CH); Fire Station (FS), Control Center (CC) Sales Contact: Keith Lerch Number of Network Devices: 24 Prepared by: Mike Wietecha o FW9500 = 1 (FS - Optical) Renewal Term: From Migration +3 Yrs o CDS = 4 (FS - Optical)
o Juniper MX204 = 2 (CH - Ethernet)
o Juniper QFX5120 = 2 (CH - Ethernet)
o S100 = 7 (CC & CH - Optical)
o Firewall = 2 (CH - Ethernet)
o Servers = 5 (CH - Server)
o CPE = 1 (CH - CPE)
Item Part Number and Description Annual Price
Discounted
Annual Price
(Fault MGT)
Qty Term Total Price
NOC: Fault Management for devices indicated above
10 MNS-S-FM-O (Optical) $3,801.18 $3,231.00 12 3 $116,316.00 20 MNS-S-FM-E (Ethernet) $2,351.76 $1,999.00 6 3 $35,982.00 30 MNS-S-FM-S (Servers) $485.88 $413.00 5 3 $6,195.00
40 MNS-S-FM-A (CPE) $200.00 $170.00 1 3 $510.00
o 24x7x365 Monitor & Notify & Troubleshoot
o Automated Notification of Alarms (e.g., via email/text) o Monthly Reporting/Customized Reports
o Incident Ticket Management
o Program & Project Management
o Service Delivery Manager
o Remote Break/Fix Ownership to Restoration
o Problem Management Restoration
o OEM Maintenance Support/Third-Party Support
50 MNS-S-PROV10 $6,831.00 3 $20,493.00
o Remote Provisioning
o One Block of 10 Move, Add, Changes (MAC's). May not use more than 10 MAC's during any 1 month period
60 MNS-S-DVPN $11,286.00 3 $33,858.00
o Connectivity Fee
Maintenance Support Pkg (MSP)
70 SE.1-2357 $77,077.60 3 $231,232.80
Maintenance Support for devices and sites indicated above o Software Maintenance and Upgrade
o Repair & Return
o On Site Maintenance with a NBD response time
TOTAL $444,586.80
Assumptions:
General Information:
3. Fujitsu’s NOC connections of the managed netw ork w ill be the responsibility of customer unless otherw ise indicated above (offered under MNS-S-SVPN or MNS-S-DVPN)
1. Device count based on netw ork assumptions indicated above
2. Customer w ill maintain maintenance agreements w ith vendor of selection.
4. Provisioning w ill be the responsibility of customer unless otherw ise indicated above (offered under part number MNS-S-PROV10).
5. Monthly activity report w ill be delivered no later than 1 month follow ing the closure of the previous month's activity.
6. Any netw ork issues related to the carrier side w ill be handled specifically by the carrier for resolution. FNC w ill troubleshoot and resolve issues related to managed devices only.
7. Provisioning: Move, Add, Change w ill be executed during a scheduled maintenance w indow as defined in the statement of w ork.
8. OSM- Break/Fix on initial sites: Customer w ill ensure replacement hardw are (if needed) w ill be available prior to technician arriving at site location.
9. Remote Technical Assistance is a required component in all Maintenance Support Pkgs, but is omitted from the MSP package on this quote since Fault Management w ill be in place. Fault Mgmt customers may obtain technical assistance by calling the TAC and identifying themselves as a NOC customer. If an MSP is purchased w ithout device management, there w ill be an additional charge to add this component to any packages offered on this quote.
1. Quotation valid for 120 days from issue date above. All prices are in US Dollars unless otherw ise noted.
2. All SLAs w ill be billed annually, in advance of service, unless otherw ise agreed.
3. All multi-year SLAs w ill have an annual review of netw ork grow th to determine any price changes resulting there from, unless otherw ise agreed.
4. Receipt of a Purchase Order by FNC constitutes the customer's acceptance of the pricing and terms of this quotation.
5. Customer w ill reference quotation number listed on document for ordering purposes Appendix A-1
Description ofServices
1. FAULT MANAGMENT
The component of network management concerned with detecting, isolating and restoring problems in the managed network. It is the process of identifying and locating faults in the network. This could include discovering the existence of the problem, identifying the source, and possibly repairing (or at least isolating the rest of the network from) the problem.
2. INCIDENT MANAGEMENT
The process to restore a normal service operation as quickly as possible and to minimize the impact on business operations, thus ensuring that the best possible levels of service quality and availability are maintained.
3 PROBLEM MANAGEMENT
The process of resolving incidents and problems caused by end-user errors or network infrastructure issues and preventing recurrence of such incidents.
NOTE: An incident is an event that disrupts normal operation. A problem is an underlying issue that could lead to an incident.
4. TRAFFIC RESTORATION
Action taken to repair and return to service one or more telecommunications network(s), device or circuit.
5. INVENTORY/ASSET TRACKING
The detailed recording and updating of information that describes the Inventory/Assets within the managed network. Information such as the device/unit name, serial numbers, date-of-manufacture, release or version numbers which are typically used for replenishment, carrying costs of inventory, asset management, inventory forecasting, inventory evaluation, inventory visibility, physical inventory, available physical space for inventory, quality management, replenishment, returns and defective goods, and demand forecasting assistance.
6. CIRCUIT RESOURCE TRACKING
The detailed recording of the complete path of circuits within the managed network; including the identification tags, originating and terminating devices and locations, pass-through devices and locations, and any details necessary to provide advice and guidance to the customer about circuit terminations, customer assignments, bandwidth utilization and other specific details for troubleshooting or for the customers' engineering purposes.
7. THIRD PARTY MANAGEMENT
Carrier/Vendor Coordination of outsourced logistics services. Logistic services encompass anything that involves management of the way resources are moved to the areas where they are required.
8. BREAK/FIX
Defined as support for troubleshooting, isolating and resolving troubles within the managed circuits, networks or network devices up to the first demarcation point from the managed devices listed in an SOW.
9. SOFTWARE SUBSCRIPTIONS:
This service describes Software Subscriptions that are available from FNC for software Products licensed to Customer and identified by an FNC-designated part number. The subscriptions below must be purchased at the time Customer pays the applicable RTU license fee for the applicable software Product.
9.1 NE Software Subscription. The NE Software Subscription grants Customer the right to receive all Major, Minor, and Maintenance release level software that becomes generally available for the NE Software Products Customer is currently using and for which Customer has paid FNC the applicable license fee. If Customer is not on the most recent Release of software for applicable NEs when this subscription is purchased, Customer may be required to update to that Release before being eligible for subsequent software updates. The software updates may be made available to the Customer to download from an FNC website. Customer is responsible for implementing any software update or upgrade provided by FNC under this subscription.
9.2 Element Manager (Craft Interface) Software Subscription. The Element Manager (Craft Interface) Software Subscription permits Customer to download from an FNC website copies of element manager (craft interface) software (e.g. NETSMART® 500) applicable to the Products covered as indicated in the quotation document provided at the time of purchase. FNC may track the type and number of copies of element manager (Craft Interface) software that Customer downloads to ensure the number of copies of such downloaded software is reasonable and applicable to the Products covered by this subscription.
10. ON-SITE SUPPORT - WITHIN A MUTUALLY AGREED TIME.
10.1 Scope of this Service. During the applicable term of this Service, FNC will, subject to the below terms and conditions of this provision and within a response time mutually agreed upon and entered on the SLA applicable to the purchase of this Service, dispatch a qualified technician to arrive at the site designated by Customer on the applicable SLA. Unless otherwise agreed by the parties and noted on the applicable SLA, a "day" or "business day" is defined as the customary working hours, Monday through Friday, at the Customer location, excluding mutually agreed holidays.
10.2 Prerequisite to Providing This Service. Before FNC can implement this Service for the Products identified on the applicable SLA, Customer must advise FNC, in writing, of the specific location(s) to be covered by this Service. After receiving all such information, FNC will have up to 45 days to deploy applicable personnel and Product in various locations to meet Customer's requirements. FNC will not be obligated to meet the mutually agreed upon response time until the sooner of (a) FNC advising Customer that it has completed all deployment requirements for applicable personnel and Products; or (b) the 45 day period has elapsed. However, while FNC is completing its deployment requirements, FNC will make every commercially reasonable effort to provide on-site personnel as soon as possible. During the applicable term of this Service, if Customer deploys FNC furnished equipment that Customer wants to have covered by this Service to a site other than one already identified pursuant to this section, FNC will not be obligated to meet the mutually agreed upon response time until Customer has advised FNC of the new location and then the sooner of (a) FNC advising Customer that it has completed all deployment requirements for applicable personnel and Products; or (b) 45 days elapse after Customer advises FNC of the new location.
10.3 Contacting TAC to Request Expedited On-Site Support. During the applicable term of this Service, if Customer believes it has a need for on-site support Customer should immediately contact FNC's TAC to log a CSR.
10.4 Dispatching On-Site Support. If FNC concurs that on-site support is necessary to resolve Customer's concern, FNC will dispatch technical support personnel to arrive at Customer's site within the mutually agreed upon response time after FNC receives Customer's request. FNC's obligation to respond in a time that is shorter than "next business day" is subject to fulfillment of Section 5.2 of this provision for the applicable Product. A "next business day" response is subject to (a) if FNC received Customer's request and confirms the problem before 4:00 PM (central time) on the business day the request was received, the advance replacement equipment will be shipped to arrive the next business day; (b) if FNC received Customer's request and confirms the problem after 4:00 PM (central time) on the business day the request was received, the advance replacement equipment will be shipped to arrive within 24 hours after the beginning of the next business day. Except as otherwise set forth in this Article, all travel and living costs for such personnel will be borne by FNC.
10.5 Customer's Obligation to Make Site Available. Customer is responsible for ensuring FNC personnel access upon their arrival to the site where the support is to be performed. If FNC is unable to obtain access to the site, Customer agrees that FNC has the right to invoice Customer, and Customer agrees to pay for travel and living expenses for the applicable trip made by FNC personnel.
11. REPAIR ANDRETURN.
11.1 Scope of this Service. During the applicable term of this Service, FNC will repair or replace any qualifying equipment, component, or hardware (individually or collectively "equipment") that is part of the covered Product (e.g. "FLASHWAVE®1 " 4xxx" family or "entire network"), identified by Customer on the applicable SLA, that does not materially conform to FNC's specifications.
11.2 Returning Equipment for Repair. Before Customer can return any equipment that Customer believes is in need of repair, Customer must first obtain an RMA from FNC in accordance with the Article entitled WARRANTY in the GENTS Supplementary Terms and Conditions. Return of equipment to the repair facility designated by FNC is at Customer's expense.
11.3 Repair, or No Trouble Found. This Service is for repair or replacement of equipment only, it does not include updating software and FNC will not, under any circumstances, have any liability or obligation for any Customer data contained in or on any equipment sent to FNC for repair. FNC will test returned equipment against FNC's applicable hardware specifications, exclusive of separately licensed software. If FNC determines there is "No Trouble Found" (NTF) with the equipment, Customer agrees to issue a purchase order to FNC for FNC's then current fee for each returned item found to be NTF. Except for equipment discussed in Section 5 of this Service description, if FNC determines that it is unable to repair the returned equipment, FNC will replace the equipment provided similar equipment is available or provide Customer with functionally equivalent equipment. Equipment that is repaired, replacement equipment, or equipment found to be NTF will be returned to Customer's point of shipment at FNC's expense.
11.4 Equipment Not Covered by this Service. Equipment that (a) has not been used or maintained in accordance with FNC's applicable specifications, documentation, and instructions; or (b) has not been packed for return in accordance with instructions provided by FNC or using reasonable care (e.g. avoiding the possibility of electrostatic discharge damage when packing equipment for return); or (c) has been subjected to accident, disaster, neglect, abuse, misuse, visible damage (e.g. burned, cracked, etc.), or physically damaged by attempted repair or modification by anyone other than FNC or its authorized service representatives without FNC's prior consent, does not qualify for repair or replacement under the charge for this Service, and unless the parties have otherwise mutually agreed, any such equipment will be returned to Customer at FNC's expense.
1 FLASHWAVE® is a trademark of Fujitsu Network Communications, Inc. (USA) All Rights Reserved.
EXHIBIT B
SCHEDULE
The City will be invoiced in advance of scheduled services in the amount of $148,195.60 per year for a not-to-exceed total of $444,586.80.
Item Part Number and Description Annual Price
Discounted
Annual Price
(Fault MGT)
Qty Term Total Price
NOC: Fault Management for devices indicated above
10 MNS-S-FM-O (Optical) $3,801.18 $3,231.00 12 3 $116,316.00 20 MNS-S-FM-E (Ethernet) $2,351.76 $1,999.00 6 3 $35,982.00 30 MNS-S-FM-S (Servers) $485.88 $413.00 5 3 $6,195.00
40 MNS-S-FM-A (CPE) $200.00 $170.00 1 3 $510.00
o 24x7x365 Monitor & Notify & Troubleshoot
o Automated Notification of Alarms (e.g., via email/text) o Monthly Reporting/Customized Reports
o Incident Ticket Management
o Program & Project Management
o Service Delivery Manager
o Remote Break/Fix Ownership to Restoration
o Problem Management Restoration
o OEM Maintenance Support/Third-Party Support
50 MNS-S-PROV10 $6,831.00 3 $20,493.00
o Remote Provisioning
o One Block of 10 Move, Add, Changes (MAC's). May not use more than 10 MAC's during any 1 month period
60 MNS-S-DVPN $11,286.00 3 $33,858.00
o Connectivity Fee
Maintenance Support Pkg (MSP)
70 SE.1-2357 $77,077.60 3 $231,232.80
Maintenance Support for devices and sites indicated above o Software Maintenance and Upgrade
o Repair & Return
o On Site Maintenance with a NBD response time
TOTAL $444,586.80
EXHIBIT C
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.
B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.
C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.
D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.
City Council Agenda Report
Meeting Date: November 7, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Services Agreement with StoneX Financial, Inc. - FCM Division Recommendation
Approve and authorize the City Administrator to execute a Services Agreement with StoneX Financial, Inc. – FCM Division, in substantially the same form as submitted, to provide energy risk management services for Vernon Public Utilities in an amount not-to-exceed $180,000.
Background
Vernon Public Utilities (VPU) provides essential services to the City’s business and residential community, including a full range of dependable, high-quality, and competitive electric, water, natural gas, and fiber optic services. As an electric and natural gas provider, VPU has significant energy and natural gas procurement requirements for its retail electric and natural gas customers and its operation of the natural gas-powered Malburg Generating Station.
On November 15, 2022, the City Council adopted Resolution No. 2022-40, approving VPU’s Energy Risk Management Policy (Policy). The Policy was updated to provide a procedural framework to assist VPU in managing its operating risk and reducing its financial exposure to daily market prices in procuring natural gas and energy. The Policy establishes operating and financial procedures for purchasing and selling energy and natural gas, which is commercially reasonable to ensure that Vernon receives optimum value in its procurements. The Policy specifically addresses the management of the energy and gas portfolio through designated procedures and requirements. The Policy also provides a framework to maintain proper controls over portfolio activities.
The ultimate focus of the Policy is to provide a series of recommendations that can be implemented over time to provide clear direction and guidance based on established thresholds.
Additionally, it will provide an approach that includes recommendations and strategies for the procurement of gas, to hedge under more diverse market conditions, and to create as much cost and budget certainty as possible.
For this agreement, the City intends to piggyback on a current agreement between Imperial Irrigation District (IID) and StoneX Financial, Inc. - FCM Division (StoneX). IID is the third-largest public power provider in California and serves more than 152,000 customers across 6,471 miles of Southern California’s desert. Piggybacking is expressly authorized by Vernon Municipal Code (VMC) Section 3.32.110(A)(5), which exempts a contract from competitive bidding and competitive selection so long as the services can be purchased from a vendor offering the same prices, terms, and conditions as in a previous award from another public agency by competitive bid and, in the opinion of the Finance Director, it is to the advantage of the City to do so.
IID issued a Request for Proposals for Energy Risk Management Services on or around December 12, 2022, and selected StoneX as the company with the most competitive pricing and best suited to provide energy price risk management services. The agreement between IID and StoneX includes set monthly costs for ongoing services. By leveraging the IID negotiated terms and prices through piggybacking, the City will save time and resources that would otherwise be used in preparation for and during a vendor selection process. As authorized by the VMC, the City’s Finance Department agrees that piggybacking on IID’s agreement with StoneX would be to the City’s advantage. StoneX’s proposal to the City includes the same services as those in their agreement with IID - policy and procedure review, hedge strategy maintenance, counterparty credit evaluation, and ongoing position and credit reporting/tracking - for the same monthly costs and fees.
StoneX has over 33 years of experience providing risk management services and software products to manage energy price and credit risks. The proposed Services Agreement will allow StoneX to provide energy risk management services related to the procurement of power and natural gas. StoneX has a proven track record of over three decades in providing energy risk management services and software products to manage energy price and credit risks. StoneX services to VPU will focus on the following:
1. Review of VPU’s current Energy Risk Management Policy and procedures assessment to ensure that the policy continues to align with industry best practices;
2. Hedge strategy review to assist VPU in making any needed hedge plan updates to best manage VPU’s energy portfolio consistent with budget, operational, and market conditions to drive energy and related natural gas decisions;
3. Risk analysis reporting to assist with deal tracking and validation along with mark-tomarket reports and scenario analysis reports;
4. Credit risk evaluation, tracking, and reporting of VPU’s counterparties and assist in setting limits for approved counterparties, credit tracking, credit exposure reports along with credit news reports; and
5. On-going hedge strategy consulting and market intelligence updates including market and industry trends along with supply/demand and pricing data. This market data will be utilized to assist with hedge strategy implementation so that power supply costs are adequately hedged, which assists VPU in maintaining stable and affordable rates.
In the future, and with the necessary training and internal controls consistent with the Policy guidelines, VPU plans to utilize financial hedging along with physical hedging to improve the overall management and control of power supply costs.
Staff recommends that the City Council approve the proposed Services Agreement in the amount of $180,000 to provide energy risk management services for VPU. The Services Agreement has been reviewed and approved as to form by the City Attorney’s Office.
Fiscal Impact
The fiscal impact is not-to-exceed $180,000 for the term of three years. Sufficient funds are available in the Electric Fund, Administration Department, Professional Services-Other, Account No. 055-050-580-529215 for the current fiscal year and will be budgeted in subsequent years.
Attachments
1. Services Agreement with StoneX Financial, Inc. - FCM Division
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND STONEX FINANCIAL INC. FOR ENERGY RISK MANAGEMENT SERVICES
COVER PAGE
Contractor: StoneX Financial, Inc. – FCM Division
Responsible Principal of Contractor: Michele Owens; Director, Risk Policy & Advisory
Notice Information - Contractor: StoneX Financial Inc. – FCM Division 1251 NW Briarcliff Parkway, Suite 800
Kansas City, MO 64116
Attention: Legal
Email: [email protected]
Notice Information – City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager of Public Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: November 7, 2023
Termination Date: November 6, 2026
Consideration: Total not to exceed $180,000 (includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND STONEX FINANCIAL INC.
FOR ENERGY RISK MANAGEMENT SERVICES
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and StoneX Financial Inc. – FCM Division, a Florida corporation (“Contractor”).
The City and Contractor agree as follows:
1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on November 7, 2023.
2.0 SCOPE OF SERVICES.
2.1 Contractor and Imperial Irrigation District Energy Department (hereinafter, “IID”) previously entered into a competitively bid service agreement, which commenced on April 10, 2023 and terminates on March 31, 2026 (IID Contract). A copy of the IID Contract is attached hereto and incorporated herein reference as Exhibit “D”. The Contractor is offering the City the same services and pricing for Energy Risk Management Services that were offered and agreed to between IID and the Contractor. Contractor shall perform all work necessary to complete the services set forth in Contractor’s proposal to the City (Proposal) dated September 13, 2023, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.
2.2 All services shall be performed to the satisfaction of City.
2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.
3.0 PERSONNEL.
3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.
3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.
3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.
4.0 TERM. The term of this Agreement shall commence on November 7, 2023, and it shall continue until November 6, 2026, unless terminated at an earlier date pursuant to the provisions thereof.
5.0 COMPENSATION AND FEES.
5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.
5.2 Contractor’s grand total compensation for the entire term of this Agreement, shall not exceed $180,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.
5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.
5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:
5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.
5.4.2 Approved reproduction charges.
5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.
5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.
5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required
by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.
6.0 PAYMENT.
6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.
6.2 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.
6.3 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.
7.0 CITY’S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor’s services.
8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.
9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to claims of Contractor’s gross negligence or willful misconduct, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.
10.0 EXCLUSION OF WARRANTIES. Except for the express warranties in this agreement, (a) each party hereby disclaims all warranties, either express, implied, statutory, or otherwise under this agreement, and (b) contractor specifically disclaims all implied warranties of merchantability, and fitness for a particular purpose. Each party understands that neither party
makes any guarantee, express or implied, to the other party of profit, or of any particular economic results from the services provided hereunder. contractor shall use best efforts in providing the services. City hereby explicitly acknowledges and agrees that contractor makes no representations or guarantees related to the services and contractor assumes no liability for outcomes related to City’s use of the services.
11.0 LIMITATION OF LIABILITY. In no event will either party be liable to the other or to any third party for any loss of use, revenue, or profit or loss of data or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages.
Such excluded damages include, but are not limited to, loss of good will, loss of profits, loss of use and interruption of business.
12.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage. i. Automobile Liability with limits of $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage.
ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify, and hold harmless the City and its respective employees, agents, and City Council from and against claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. iii. General Liability with limits of $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Commercial General Liability “occurrence” form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be included on the policy as additional insureds with respect to liability arising out of Contractor’s performance of this Agreement. (1) If the Contractor employs other contractors as part of the services rendered, Contractor’s Protective Coverage is required. Contractor may include all subcontractors as insured under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from
performance under this Agreement by agreeing to defend, indemnify, and hold harmless the City and its respective employees, agents, and City Council from and against claims, liabilities, suits, losses, damages, injuries and expenses, including costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Professional Errors and Omissions coverage in an amount not less than $1,000,000 per claim and the annual aggregate, covering all acts, errors, omissions, and negligence in the performance of services for the City or on behalf of the City hereunder. Such insurance shall be maintained in force at all times during the term of the Agreement and for a period of 5 years thereafter for services completed during the duration of the Agreement. The City shall be given at least 30 days’ notice of the cancellation or expiration of the aforementioned insurance for any reason.
v. Excess Coverage – Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon.
Any umbrella or excess liability policy will be in the “following form.” It will contain a provision to the effect that if the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance.
vi. Contractor shall comply with the applicable sections of the California Labor Code concerning workers’ compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws of California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide a copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers’ compensation insurance with statutory limits and Employer’s Liability Insurance with a limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against the City, its directors, commissioners, officers, employees, and volunteers for losses arising from the performance of this Agreement or
(3) Provide a “waiver” form certifying that no employees subject to the Labor Code’s Workers’ Compensation provision will be used in the performance
of this Agreement.
vii. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days prior written notice to the City. viii. Insurance shall be placed with insurers with a Best’s rating of no less than A-VIII. ix. Prior to the commencement of performance, Contractor shall furnish the City with a certificate of insurance for each policy. Each certificate must be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by the City. City may require complete, certified copies of any or all policies at any time. x. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify the City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney’s fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City’s option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney’s fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.
13.0 GENERAL TERMS AND CONDITIONS.
13.1 INDEPENDENT CONTRACTOR
13.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
13.1.2 Contractor acknowledges that Contractor and any subcontractors,
agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers’ compensation insurance benefits.
13.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.
13.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. Contractor shall remain the sole and exclusive owner of all right, title, and interest in and to the documents and materials provided to City as part of the services, including all intellectual property rights therein, and Contractor hereby grants City a limited, irrevocable, perpetual, non-exclusive, non-transferable, non-sublicenseable license to use any such documents and materials for any and all purposes reasonably necessary for City’s receipt and use of the services. These documents and materials shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.
13.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.
13.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
13.6 WAIVER. The City’s waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.
13.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.
13.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City’s sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.
13.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.
13.10 ATTORNEY’S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.
13.11 INTERPRETATION.
13.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.
13.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).
13.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.
13.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.
13.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail.
13.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
13.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.
13.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.
13.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of
any claim filed or required to be filed against the City and reserves the right to conduct full discovery.
13.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.
If to the City:
City of Vernon
Attention: Richard Corbi, Planning and Analysis Manager 4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:
StoneX Financial Inc. -- FCM Division
Attention: Legal
1251 NW Briarcliff Parkway, Suite 800
Kansas City, MO 64116
[email protected]
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.
13.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.
13.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days’ written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor’s failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor’s exclusive remedy for termination without cause.
13.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. This Agreement shall terminate unless such default is cured before the effective date of termination stated in such
notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.
13.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
13.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
13.20 MAINTENANCE AND INSPECTION OF RECORDS.
The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor’s records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.
The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.
The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than
the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.
13.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.
13.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
13.23 [RESERVED]
13.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”. [Signatures Begin on Next Page].
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.
City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Carlos Fandino, City Administrator
StoneX Financial Inc. -- FCM Division, a
Florida corporation
By:
Name:
Title:
ATTEST:
_______________________________
Lisa Pope, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney
EXHIBIT A
CONTRACTOR'S PROPOSAL
ENERGY PRICE RISK MANAGEMENT SERVICES
September 13, 2023
StoneX Financial Inc., FCM Division Page 2 of 17 2023
Table of Contents
1. Executive Summary
2. Project Organization and Key Personnel
2.1. Project Organization
2.2. Project Team – Highlighted California Utility Work
3. Proposed Method to Accomplish the Work
3.1. Periodic Energy Risk Management Policy/Procedures Assessment
3.2. Hedge Strategy Design Review and Maintenance
3.3. Counterparty Credit Risk Evaluation and News Reporting
3.4. Know-Risk™ Credit and Position Tracking/Reporting System
3.5. On-Going Hedge Strategy Consulting & Market Intelligence
4. Project Schedule
5. Cost Proposal
StoneX Proposal Contacts Info
Name: Michele Owens
Title: Director, Risk Policy & Advisory
Address: 230 South LaSalle Street, Suite 10-500, Chicago, IL 60604 Phone: (312)373.8250
Email: [email protected]
Name: Dan Conrath
Title: Senior Energy Market Advisor
Address: 230 South LaSalle Street, Suite 10-500, Chicago, IL 60604 Phone: (312)373.8250
Email: [email protected]
StoneX Financial Inc., FCM Division Page 3 of 17 2023
1. Executive Summary
For over 33 years, StoneX Financial Inc. (StoneX), has been providing risk management services and software products to manage energy price and credit risk. StoneX became a wholly owned subsidiary of StoneX Group Inc. in 2010 and its services and products are now offered through the FCM Division of StoneX.
StoneX’s parent company, StoneX Group Inc. (NASDAQ: SNEX), is a Fortune 100 company providing customers across the globe with execution and advisory services in commodities, capital markets, currencies, asset management, and more. StoneX Group Inc. serves more than 50,000 clients representing mainly commercial customers through a network of over 80 offices around the world. Our StoneX FCM Division is focused on continuing our steadfast expertise in energy risk management for both utility and retail industrial/commercial customers.
Spanning over three decades, StoneX has provided services similar to those being requested by the City of Vernon Public Utilities (Vernon) to over 70 entities, including policy and procedure review, hedge strategy maintenance, counterparty credit evaluation, and on-going position and credit reporting/tracking. As a result, StoneX has a unique insight in the progression and trends of the energy industry.
The StoneX customer base includes investor-owned and municipal gas and electric utilities (municipals represent roughly 30% of our utility base) that collectively buy over 2 TCF of natural gas annually. This consumption represents approximately 12% of the total natural gas usage in the United States and approximately 25% of residential and commercial natural gas demand in the U.S. annually. Our expansive client base in the utility industry gives us a thorough understanding of what utilities require to develop and operate an on-going energy risk management program.
StoneX combines its unique expertise in developing and implementing energy price risk management programs with on-going support in position reporting and counterparty credit tracking. StoneX’s corporate structure and experience offers a diverse team of energy professionals that provide clients with a comprehensive menu of risk management services. Dan Conrath and Michele Owens who have worked with California based utilities for the last 20 years will be designated as the key StoneX contacts in implementing energy risk management services for Vernon.
StoneX Financial Inc., FCM Division Page 4 of 17 2023
Service Summary
Periodic Energy Risk Management Policy/Procedures Assessment • StoneX will review Vernon’s energy/credit policy and procedures documentation as requested and outline any needed updates to align with industry best practices • Findings will be outlined in a formal document with results presented to senior management/staff upon request
• The review will include internal controls, hedge strategy objectives, and credit monitoring components
Hedge Strategy Design Review and Maintenance
• StoneX will review Vernon’s methodology used for hedge strategy design and execution as requested • StoneX will guide Vernon in making any needed hedge plan updates to best manage Vernon’s combined energy portfolio in light of budget targets and the approved horizon • StoneX will be available to assist Vernon with hedge plan execution and evaluating current operational and market conditions that drive energy hedge and procurement decisions Risk Analysis Reporting via Know-Risk™
• StoneX, via its online software system, Know-Risk™, will assist with deal tracking and validation • Mark-to-market reports and scenario analysis reports will be updated daily and available online through Know-Risk™ for Vernon generation or a push from StoneX Credit Risk Evaluation, Tracking & Reporting
• StoneX will conduct creditworthiness evaluations of Vernon’s counterparties and assist in setting limits for approved counterparties
• StoneX will document the limit compliance process through the credit tracking feature of Know-Risk™ • Credit exposure and scenario analysis reports will be available daily through Know-Risk™ and sent monthly to Vernon along with a Credit News Watch Report • On an annual basis, or more frequently as deemed necessary, StoneX will help Vernon analyze whether the original credit evaluation scores remain effective for current counterparties • Any credit risk mitigation or security tools such as Parental Guaranties and Letters of Credit will be reviewed to verify acceptable commercial terms
On-Going Hedge Strategy Consulting and Market Intelligence • Daily, weekly, and monthly market updates in the energy complex will include market and industry trends along with more specific supply/demand and pricing data • The StoneX HedgeMonitor Pro Package provided will bring simplicity, consistency and confidence to Vernon’s procurement decisions
• StoneX will utilize this market data and information to assist with Hedge Strategy implementation • StoneX personnel will be available for on-site workshops as well as Risk Oversight Committee meetings as needed
StoneX Financial Inc., FCM Division Page 5 of 17 2023
2. Project Organization and Key Personnel
2.1.Project Organization
Project Team Organizational Structure
Project Team Overview, Responsibilities and Experience
Michele Owens, Director Risk Policy & Advisory, Key Contact- Project Manager Responsibilities: Main Oversight, Transaction and Agreement Review, Collateral Security Review, KnowRisk™/Software Oversight, Energy and Credit Policy/Procedure Analysis, Credit Evaluations, Collateral Security Review, and Reporting Coordination with Know-Risk™ software team Additional Experience in CA Utility Market: See descriptions for for CA Investor-Owned Utility, CA Municipal Utiliies A B and C, and CA Power Cooperative detailed further below in section 2.2 - PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.
Dan Conrath, Senior Energy Market Advisor, Key Contact
Responsibilities: Lead Visionary Hedge Strategy Design, Collaborative Oversight, Policy Design Experience in CA Utility Market: See descriptions for CA Investor-Owned Utility, CA Municipal Utiliies A B and C, CA Irrigation District, and CA Power Cooperative detailed further below in section 2.2 - PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.
Chris Amedeo, Senior Vice President
Responsibilities: Hedge Strategy Design, Operational Procurement, Transaction and Agreement Review Additional Experience in CA Utility Market: See descriptions for CA Investor-Owned Utility, CA Municipal Utiliies A B and C, CA Irrigation District, and CA Power Cooperative detailed further below in section 2.2- PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.
Carl Neill, Senior Market Analyst
Responsibilities: Energy Market Reports and Energy Market Analysis StoneX Financial Inc., FCM Division Page 6 of 17 2023
Additional Experience in CA Utility Market: See descriptions for CA Investor-Owned Utility, CA Municipal Utiliies A and B, CA Irrigation District, and CA Power Cooperative detailed further below in section 2.2 - PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.
Jake Blood, Risk Manager
Responsibilities: Policy Review + Credit Risk Mitigation through Counterparty Evaluation and Reporting Additional Experience in CA Utility Market: See descriptions for CA Municipal Utilities A and B detailed further below in section – 2.2 PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.
Nick Dowell, Senior Risk Management Software Engineer
Keval Shah, Risk Management Software Engineer
Responsibilities: Design, Maintenance and Data Input for Know-Risk™ and Markit-View™ Additional Experience in CA Utility Market: See descriptions for CA Municipal Utiliies A and B detalied further below in section 2.2 - PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.
2.2.Project Team – Highlighted California Utility Work
To protect the confidentiality of our client base, we have summarized the type of customer CA Utility the StoneX Project Team has worked with.
CA Investor-Owned Utility
In 1996, StoneX began working with this utility, one of the largest combination natural gas and electric utilities in the United States, serving approximately 15 million people. Initial work included the development of a risk management strategy for the natural gas distribution company. Later work concentrated on the natural gas for power hedging program. StoneX also provided educational workshops to the power group before this department began to utilize financial power transactions.
CA Irrigation District
This customer-owned electric utility, irrigation and domestic water provider hired StoneX in 2001 to assist with the execution of natural gas price financial hedge strategies. In addition to brokering underlying natural gas price exposure, StoneX works with this utility to identify and control basis differentials against NYMEX using NYMEX/CME ClearPort.
CA Power Cooperative
In 2001, StoneX was retained to customize a risk management program approach for this entity with membership open to municipalities, rural electric cooperatives, irrigation districts and other publicly owned entities interested in the purchase, aggregation, scheduling and management of electrical energy.
StoneX continued to provide on-going risk management services for this entity for two decades.
CA Municipal Utility A
StoneX was hired by this municipal utility in 2002 to formalize an energy risk management program.
This entity is a community-owned utility that serves about 45,000 households with over 100,000 residents in the State of California using hydro and gas generation. The initial phase of this project was completed in 2003 and this entity has chosen to utilize StoneX’s on-going consulting services to date – which include counterparty risk management, software tracking for price/credit risk exposure, periodic reviews of the hedge program as well as Market Intelligence reporting and hedge execution advisory.
StoneX Financial Inc., FCM Division Page 7 of 17 2023
CA Municipal Utility B
In 2004, this entity, hired StoneX to assist with the creation of a policy to mitigate credit and to help in the documentation of departmental standard operating procedures (SOP). IN 2005, StoneX was hired to review existing Risk Management Policy documentation, assist in the establishment of effective oversight committee reporting, and to conduct a follow up SOP compliance review. In 2007, this entity asked StoneX to assist with the implementation of the Credit Policy counterparty review. In 2008, StoneX was hired for on-going services including routine policy/procedure reviews, hedge plan monitoring/ execution/ tracking, Know-Risk™ portfolio valuation, and counterparty credit evaluations / monitoring/ reporting. In 2022, this entity hired StoneX as its broker for financial hedging.
CA Municipal Utility C
In 2004, this municipal utility hired StoneX to assist with the creation of a policy to mitigate credit risk and for the creation of a standard operating procedures and controls manual. StoneX created a credit risk mitigation policy that was customized to meet this entity’s size and structure. Additionally, StoneX worked with this entity to ensure industry best practices were in place across the organization to implement business objectives and risk management policy. A formal Procedures and Controls document was drafted to allow for streamlined and seamless processes in the on-going operation of the utility.
StoneX Financial Inc., FCM Division Page 8 of 17 2023
3. Proposed Method to Accomplish the Work
3.1. Periodic Energy Risk Management Policy/Procedures Assessment StoneX is available to assist Vernon in reviewing its Energy Risk Management and Counterparty Credit Policies and Procedures on a yearly basis. Vernon’s program will be reviewed against the most recently identified industry best practices. StoneX’s annual Utility Hedge Survey provides a sound resource for this comparison (and roughly 30% of StoneX’s client base is a municipal or cooperative utility). Below is a sample of results from a recent survey on hedge program objectives:
Any needed revisions discovered will be addressed with a recommended solution. StoneX can provide a results review to Vernon, as well as present the results to senior management/staff as requested. An illustration of potential assessment results can be found below:
Policy Review
• Evaluate risk management program objectives given current goals • Assess hedge objectives, risk tolerance levels, and company policies • Review composition and role of oversight committee
• Evaluation of internal control guidelines (such as authorizations & required reporting) • Review risk management policies for adherence to industry standards StoneX Financial Inc., FCM Division Page 9 of 17 2023
Procedure and Internal Controls Review
• Assess departmental roles and responsibilities
• Evaluate hedge approval process and authorization procedures • Evaluate reporting requirement processes
• Review process flow for transaction execution and reconciliation Hedge Strategy Objectives and Parameters Review
• Evaluate hedge strategy objectives in comparison to industry best practices • Ensure objectives follow energy risk management policy goals • Ensure objectives specify benchmarks and the strategy implementation overall structure • Evaluate hedge parameters against recent industry standards Credit Monitoring and Risk Analytics Review
• Review credit risk mitigation policy
• Review counterparty evaluation methodology and acceptable transacting exposure limit structure • Review contractual requirements (ISDAs, NAESB, etc.)
• Evaluate credit reporting analytics for oversight, reporting frequency, types of reporting, limit exceed notifications/procedures, and financial stability monitoring • Examine credit mitigation tools (netting, set-off, guaranties, letters of credit, etc.)
3.2. Hedge Strategy Design Review and Maintenance
Hedge Strategy Design Review
• Review Vernon’s quantifiable methodology used for hedge strategy design and execution • Utilize industry best practices comparisons for any recommended updates identified Hedge Strategy Design Maintenance
• Guide Vernon in making any needed hedge plan updates to best manage Vernon’s combined energy portfolio optionality given budget targets, market liquidity, and the approved horizon • Assist Vernon with hedge plan execution procedures and evaluating current operational and market conditions that drive energy hedge and procurement decisions • Assist with on-going monitoring of the energy portfolio and hedge plan target status (see examples below under the Know-Risk™ Hedge Target Report section)
3.3. Counterparty Credit Risk Evaluation and Credit News Reporting The establishment of a methodical credit policy is a key component to help address the unpredictable financial characteristics of participants in the energy industry today. While the initial credit evaluation is important in deciding whether or not to conduct business with a given company, the ability to monitor on-going exposure in a timely manner remains vital. StoneX will work with Vernon to evaluate current limit assumptions in place and verify if those values hold true. Any updates identified will be incorporated.
StoneX proposes to apply the credit risk evaluation methodology for initial and on-going financial strength review of Vernon’s counterparties as outlined below:
StoneX Financial Inc., FCM Division Page 10 of 17 2023
Initial Counterparty Credit Strength Evaluation
• Help Vernon apply a practical scoring model for classification into distinct risk categories compliant with Vernon’s Risk Management Policy & Procedures pertaining to Credit Procedures • Based on resulting scores, work with Vernon on assigning appropriate credit limits • When credit scoring required data is not readily available, StoneX will work with Vernon on identifying credit risk mitigation tools to make the company viable (i.e. Parental Guaranties or Letters of Credit) • Once credit risk mitigation tools are under negotiation with prospective counterparties, StoneX will guide Vernon on the appropriate commercial terms given agreement magnitude and potential exposure
• StoneX will also aid Vernon in recommending/reviewing Master Agreement documents for appropriate credit support terms such as netting for inclusion Sample Counterparty Credit Review
Sample Counterparty Classification and Contingencies List Monthly Exposure and Credit News Reporting
• Send comprehensive exposure report results to designated Vernon personnel on a monthly basis (see example in next section) or more frequently as requested • Monitor credit news and distribute a Credit Watch Report each month with any news found on current or prospective Vernon counterparties
StoneX Financial Inc., FCM Division Page 11 of 17 2023
Sample Credit Watch News Report
Periodic Updates of Initial Counterparty Evaluations
▪ On an annual basis, or more frequently as deemed necessary, help analyze whether the original credit evaluation scores remain effective for current counterparties ▪ Alert Vernon to changes in class that may require credit limit revisions
3.4. Know-Risk™ Credit and Position Tracking/Reporting System StoneX’s Know-Risk™ online software system provides a central system, both client and consultant accessible, for counterparty entry, physical and financial deal capture, credit risk management, market risk management, and report generation.
System Capabilities
• Know-Risk™ is designed to track positions and generate reports for all energy products • The Know-Risk™ system has “user type” classifications that allow for varying levels of access (e.g., administrator, validator, trader, read-only)
• Individual login credentials will be generated for each staff member designated by Vernon • Audit trail functionality: Activity within Know-Risk™ is tracked and can be viewed via the “system log,” and questions over who took what action and when can be easily identified • Vernon may designate as many portfolios as need to manage its energy risk exposure StoneX Financial Inc., FCM Division Page 12 of 17 2023
Data Input & Logistics
• Counterparty Entry
o Approved counterparties and credit limits (including netting/setoff as applicable) o Accounts receivable/payable data
• Position Entry
o Initial & on-going positions
o All positions entered have a validation feature
• Price Entry and Updates:
o Market prices will be updated by StoneX through Mark-It View™ on a daily basis o For products outside of Mark-It View™’s offerings, StoneX will work with Vernon on an appropriate solution or derived price
• Report Generation:
o Reports are updated every business day and can be generated by StoneX or Vernon o If Vernon would like StoneX to generate and submit reports, StoneX will work with Vernon in setting up an appropriate reporting/submission schedule Reports & Risk Metrics (Generated via Know-Risk™ Daily) • Credit Exposure
• Mark-to-Market
• Hedge Target Report
• Variance to Budget (VTB)/Variance to Market (VTM) Report • Scenario Analysis
Technical Support
• StoneX will be available to provide training on Know-Risk™ for Vernon staff • StoneX will be available via phone/email during business hours for technical support Security Features & Specifications
• Prices used for report generation come from independent source, Mark-It View™, and are reviewed for outliers daily
• Codero provides Know-Risk™’s primary server hosting. Codero (Phoenix, AZ) provides SAS 70 Type II certification, 24/7/365 network monitoring, fire suppression systems, power backup and redundant HVAC systems
• StoneX has its own dedicated server and each client has an individual database within the server • All communication between the browser and the server is encrypted using TLS 1.2 (sha256RSA 2048 Bits)
• In addition, all system passwords are encrypted using Triple AES • Servers are backed up daily
Platforms Included
• Know-Risk™: Main report generation platform that tracks hedge positions, budgets, and counterparties and performs mark-to-market, variance to budget, margin, risk assessment, and credit exposure calculations
StoneX Financial Inc., FCM Division Page 13 of 17 2023
Know-Risk™ Report Examples: Counterparty Tracking & Credit Exposure
Report Functionality
✓ Allows user to enter/track positions by counterparty, set/track credit limits for each counterparty, and calculate the current credit exposure to each counterparty ✓ Allows user to stress market prices to evaluate possible exposure under varying scenarios Features
✓ User can choose to run the report for most recent close or any historical market trading date ✓ Data can be copied into Microsoft Excel
✓ Marked-to-market data for current trades is input via transparent pricing points or proxies Uses
✓ Daily calculation of credit exposure and stressed analysis ✓ In instances where netting has been negotiated with a counterparty, calculates overall exposure to account for the “net” effect of accounts payable/receivable ✓ Any collateral margin collected can be incorporated to calculate total exposure Sample Counterparty Entry
Sample Credit Exposure Report
Know-Risk™ Report Example: Mark-to Market Report
Report Functionality
✓ Compares all positions to current market prices to assess profit/loss for a given portfolio Features
✓ User can choose to run the report for most recent close or any historical market trading date ✓ Query can be filtered by trade date, deal ticket, tenure date, location, portfolio, counterparty, option type, option strike, or side (or a combination of these) ✓ Query can also be sorted by tenure date, trade date, side, deal ticket, location, option type, portfolio, or counterparty
✓ Exportable to Microsoft Excel
Uses
✓ Daily comparison of hedged position values to current market values StoneX Financial Inc., FCM Division Page 14 of 17 2023
✓ Provides consolidated view of all current hedged positions SAMPLE Mark-to-Market Report
Know-Risk™ Report Example: Hedge Target Report
Report Functionality
✓ Graph displays market price in comparison to price trigger targets and time trigger targets Features
✓ User can choose to run the report for most recent close or any historical market date Uses
✓ Track overall daily hedge plan status & monitor market for execution triggers Know-Risk™ Report Example: Variance to Budget (VTB)/Variance to Market Report /(VTM) Report Functionality
✓ Compares current position value to budget target and at the current market Features
✓ User can choose to run the report for most recent close or any historical market date ✓ Data can be copied into Microsoft Excel, graph can copy/paste into program of choice StoneX Financial Inc., FCM Division Page 15 of 17 2023
Uses
✓ Overall VTB or individual budgeted locations snapshot for management meetings and reports ✓ Track portfolio/position value and VTB/VTM daily
3.5. On-Going Hedge Strategy Consulting & Market Intelligence From extensive experience in working in the energy industry, StoneX’s team of Dan Conrath, Chris Amedeo, and Michele Owens have knowledge on how to evaluate Vernon’s portfolio mix or how to vet prospective deals and the potential exposure tied to those opportunities.
Hedge Portfolio Maintenance and Monitoring
• Assist with entering hedge targets, budgets, & transactions in Vernon’s Know-Risk™ system On-Going Support
• Available at any time during business hours to assist Vernon with strategy or market questions • Provide phone conferences monthly or more frequently as needed to discuss market conditions, counterparty credit risk, hedge strategy effectiveness, industry best practices, and any additional issues that may affect Vernon’s ability to properly analyze future energy risks • Provide on-site workshops to the executives and staff on complicated hedging topics as needed • Attend Risk Oversight Committee meetings on an as-needed basis • Provide Vernon with the opportunity to attend StoneX’s annual client meeting that serves as a forum to talk with similar entities
StoneX Market Intelligence
StoneX’s market intelligence products are designed to bring simplicity, consistency and confidence to Vernon’s energy risk management decisions.
Variance to Market/Budget
StoneX Financial Inc., FCM Division Page 16 of 17 2023
StoneX HedgeMonitor Pro Package
• StoneX HedgeMonitor Pro: adding HedgeMonitor Pro to an existing hedge program methodology and combining it with regularly scheduled strategy discussions between the procurement team and StoneX representatives will provide another level of comfort to senior management regarding the execution of Vernon’s risk management objectives. HedgeMonitor Pro combines Value and Economics with Momentum to display quantifiable hedge recommendations.
Weekly Deliverables:
o Precipice (Momentum): a multi-dimensional trading system that provides timeframe directional trades (entry & exits points) as well as the Precipice Index used in the HedgeMonitor Pro
o The StoneX Market Indicator (Economics): analyzes major market drivers affecting price and quantifies them into a “very bearish” to “very bullish” gauge o The StoneX Value Matrix (Value): a historical lookback of price used to identify value o Supporting charts to illustrate the core factors driving the market Monthly Deliverables:
o High level market commentary and key takeaways
Monthly Market Update Call with StoneX Commodity Experts Your team of StoneX in-house market analysts will provide a customized monthly market update on Vernon’s energy commodity exposure via video conferencing. Market conditions, hedge strategy effectiveness, industry best practices and any additional issues that may affect Vernon’s ability to properly analyze future price risks will be discussed.
Designated Point of Contact & Access to StoneX Commodity Experts Vernon will have a primary point of contact at StoneX that will facilitate communication, deliver market intelligence updates and facilitate any one-off requests. Additionally, Vernon’s team of StoneX in-house market analysts will be available throughout the month via phone and email for any market and strategy questions that arise.
General Daily and Weekly Market Commentary Reports
StoneX produces general daily and weekly commodity reports that cover fundamental and technical market information driving prices. Vernon’sstaff will receive these via email and/or the MyStoneX portal.
StoneX Financial Inc., FCM Division Page 17 of 17 2023
4. Project Schedule
5. Cost Proposal
SCOPE OF WORK Proposed Cost
Periodic Energy Risk Management Policy/Procedures Review Know-Risk™ Term Deal Position Tracking and Mark-to-Market Reporting Know-Risk™ Credit Limit Status Reporting
Counterparty Credit Risk Evaluation, Collateral Review & Credit News On-Going Hedge Strategy Consulting & Market Intelligence $5,000/month
for a
36 month
contract term
Expenses Included
EXHIBIT B
SCHEDULE
StoneX Financial Inc., FCM Division Page 17 of 17 2023
4. Project Schedule
5. Cost Proposal
SCOPE OF WORK Proposed Cost
Periodic Energy Risk Management Policy/Procedures Review Know-Risk™ Term Deal Position Tracking and Mark-to-Market Reporting Know-Risk™ Credit Limit Status Reporting
Counterparty Credit Risk Evaluation, Collateral Review & Credit News On-Going Hedge Strategy Consulting & Market Intelligence $5,000/month
for a
36 month
contract term
Expenses Included
EXHIBIT C
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.
B. Contractor certifies and represents that its employee handbook states that it is an "Equal Opportunity Employer", which prohibits discrimination against any applicant or employee based on protected class or characteristic.
C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.
D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.
EXHIBIT D
SERVICE AGREEMENT
BETWEEN
STONEX FINANCIAL INC. AND IMPERIAL IRRIGATION DISTRICT
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Chris Amedeo
4/26/2023 4/20/2023
Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 1 of 12 [This document is property of the Contract Administrator – Do Not Alter Additions may be suggested in writing.]
Energy Risk Management Services
CONSULTING SERVICES
TERMS & CONDITIONS
1.0 The Parties
This Contract is made by and between the Imperial Irrigation District (“IID”) an irrigation district established under Division 11 of the California Water Code, Sections 20500 et seq. and StoneX Financial, Inc. (“Consultant”).
2.0 Paragraph Headings and Definitions
2.1 Paragraph headings in this Contract are for convenience only, and are not to be construed to define, limit, expand, interpret, or amplify the provisions of this Contract. When initially capitalized in this Contract or amendments hereto, the following words or phrases shall have the meanings specified:
2.2 Best Efforts - Those efforts that a competent, experienced, and prudent Consultant would use to perform and complete the requirements of this Contract in a timely manner, exercising the degree of care, competence, and prudence customarily imposed on a consultant performing similar work in the State of California.
2.3 Contract - This Contract, including all referenced documents, between IID and Consultant for the performance of the Work, and any subsequent written modifications executed by IID and Consultant.
2.4 Consultant - The legal entity that executes this Contract with IID to perform the Work.
2.5 Contract Manager - The title of the person designated by IID to be its representative with authority to act for IID regarding this Contract and the Work of Consultant.
2.6 Force Majeure - An act of God, or event beyond the control of a party, including an act or omission of government, act or omission of civil or military authority, strike or lockout, act of a public enemy, war, blockade, insurrection, riot, epidemic, landslide, earthquake, fire, storm, lightning, flood, washout, or civil disturbance which could not have been avoided through the exercise of reasonable care and prudence.
2.7 Milestone - A principal event specified in the Contract relating to an intermediate completion date of a portion of the work, or a period of time within which the portion of the work should be performed prior to Substantial Completion of all the Work.
2.8 Work - All or a part or phase of the obligations undertaken by Consultant pursuant to the Contract.
3.0 Scope of Work
3.1 IID hereby retains and engages Consultant, and Consultant accepts such engagement, to perform the services in the manner and for the compensation hereinafter specifically provided.
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3.2 Specific Scope of Work: The Specific Scope of Work to be performed under this contract is contained on Exhibit 1, herein attached.
4.0 Manner of Compensation
4.1 IID shall compensate Consultant for Work performed by Consultant by paying Consultant, on a “Not-toExceed” basis:
4.2 Not-to-Exceed Price Amount: The total compensation for all Services performed under this Contract shall not exceed One Hundred Eighty Thousand Dollars ($180,000.00) including expenses.
4.3 The compensation due under the Firm-Fixed Monthly Price method shall be comprised of the entire amount of labor, whether direct labor, direct non-labor expenses, support or miscellaneous costs for the accomplishment of the Work on a monthly basis.
4.3.1 Firm-Fixed Monthly Price: A monthly fixed amount of Five Thousand ($5,000.00) as full compensation for all work described in this Contract.
4.3.2 Direct Non-Labor Expenses - shall only be those that directly result from, or are needed to facilitate, the accomplishment of direct labor expenses. The parties may enter into a further arrangement in which all or certain non-labor expenses shall be approved by IID prior to being incurred by Consultant.
4.3.2.1 Direct Non-Labor Expenses - shall include the following, so long as such costs are reasonable and identifiable costs substantiated with detailed receipts for these expense and directly applicable to the Work:
4.3.2.1.1 testing expenses, such as surveys, and specialty sub-Consultants;
4.3.2.1.2 communication expenses, such as telephone, fax, express mail charges and postage;
4.3.2.1.3 reproduction costs, such as printing, copying, and binding, and;
4.3.2.1.4 travel and subsistence costs, such as airfare, mileage, meals, and accommodations.
4.3.3 Exclusion of Expenses - Expenditures such as pay-per-view movies, video games, liquor cabinet or bar bills, or any type of alcoholic beverage on restaurant receipts, charged to the hotel bill or credit card, are the consultant’s responsibility and are not reimbursable by the IID.
5.0 Payment
5.1 Invoices - IID shall pay Consultant for Services rendered by Consultant hereunder on the basis of monthly invoices for the period ending on the final day of the month. IID shall pay each invoice within 30 days after receipt. Invoices shall include, project description, the description and breakdown of costs, any Milestones applicable to the invoiced costs, the month such costs were incurred, and total expenses billed to date.
5.2 Exclusion of Expenses - Expenditures such as pay-per-view movies, video games, liquor cabinet or bar bills, or any type of alcoholic beverage on restaurant receipts, charged to the hotel bill or credit card, are the consultant’s responsibility and are not reimbursable by the IID.
5.3 Consultant shall notify the IID in writing when eighty (80) percent of the Contract’s Scope of Work has been completed.
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6.0 Schedule of Work
6.1 The Consultant shall perform all work and provide all deliverables in accordance with the Schedule of Work, which is attached hereto and incorporated herein as Exhibit 1.
6.2 The Consultant shall immediately notify the IID, in writing, upon learning about any potential cause which may impact the schedule for any phase of the work as called for in Exhibit 1, Schedule of Work.
The Consultant shall provide a detailed description of the potential cause and an estimate of its impact on the Project's cost and schedule in the written notice.
6.3 Immediately after assessing the impact of the identified schedule delay(s), the Consultant shall assign any and all required resources to mitigate any impacts and/or delays to ensure the project can meet all future requirements. Failure to meet any two (2) of the Milestones of the approved schedule will constitute a material breach that may cause the termination this Contract with any unpaid balances being released in their entirety to the IID.
7.0 Time Of Completion
7.1 Time Is Of The Essence - With regard to all contract Milestones and all time limits stated in this Contract “time is of the essence." Consultant shall, at all times, endeavor to meet or beat any dates associated with any Milestones specified in this Contract.
7.2 Completion dates for specific Milestones for the Work in accordance with this Contract, are specified in Exhibit 1. All design Work contemplated in this Contract, with the exception of Work associated with Bidding and Construction Services, is to be completed no later than the dates listed in Exhibit 1.
8.0 Audits and Records
8.1 Audit - IID reserves the right to designate a representative(s) to perform an audit of all records associated with the Contract. IID shall not have access to Consultant’s composition of fixed overhead rates or lump sums, the financial make up of payroll burdens or to any costs expressed as a percentage of direct labor costs. If Consultant fails to provide supporting documentation for any costs charged to IID to IID’s satisfaction, then Consultant agrees to reimburse IID for those costs.
The right to audit shall extend during the length of this contract and for a period of three (3) years, or longer if required by law, following the date of final payment under this contract. Consultant agrees to retain all necessary records/documentation for the entire length of this audit period.
8.2 Books and Records - Consultant shall upon request provide to IID copies of ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to IID.
9.0 Control of the Work
9.1 The Consultant shall not commence any work until the Consultant has been directed to do so by a written Notice to Proceed from the IID. In the event that the schedule for the Work may be impacted by delays in the issuance of the Notice to Proceed the schedule shall be adjusted to accommodate such delays.
9.2 Consultant shall report on all Work performed for IID through IID's Contract Administrator and any designated representatives. Consultant shall comply with any coordination and completion criteria specified by IID, and shall diligently prosecute each phase of the Work.
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10.0 Changes
The IID, without invalidating this Contract, may by written order make changes within the general scope of work, and/or, the time of completion, and/or to the dates and times of deliverables as required by this Contract by altering, adding to and/or deducting from the services to be performed and/or the time for performance. Changes may also be requested by the Consultant who will seek a change pursuant to the provisions of this Section.
Consultant shall immediately notify the IID, in writing, upon learning about any potential cause which may impact the Contract Price. Any change sought herein must be agreed to in writing by both parties prior to its execution. If any changes created under this Section 10.0 causes an increase or decrease in the Consultant's cost of, or the time required for, or the performance of any part of the Work under this Contract, the IID shall make an equitable adjustment to the Contract Price, Schedule of Work, or both and shall amend the Contract accordingly in writing. The Consultant must submit any proposal for adjustment under this clause within 30 calendar days from the date of receipt of the written request for change from IID or at the time the Consultant presents the change to IID. All such changes in the services shall be in writing and shall be performed subject to the provisions of this Contract.
11.0 Ownership of Documents
11.1 Documents - Original project documents, including reproducible record prints of drawings, calculations, estimates, designs, specifications, field notes and data prepared in the course of performing the Services, shall become the property of IID. All final reports including reconnaissance reports, pre-feasibility reports and feasibility reports shall be the property of IID. Documents, drawings, specifications, and electronic information/data, including computer aided drafting and design (“CADD”), prepared by Consultant pursuant to this agreement are not intended or represented to be suitable for reuse by IID or others on extensions of the Project or on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at IID’s sole risk and without liability to Consultant. IID assumes full responsibility for such changes unless IID has given Consultant prior notice and has received from Consultant written consent for such changes. Electronic data delivered to IID is for IID'S convenience and shall not include the professional stamp or signature of an engineer or architect. IID agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with the decline of accuracy or readability of electronic data due to inappropriate storage conditions or duration.
11.2 Confidentiality In performing services under this Contract, Consultant will gain access to proprietary information concerning IID's business processes including, but not limited to, water and power business issues, information relating to personnel, customers, energy and water trading and transfers, generation, energy and water contracts, transmission and distribution systems, as well as information, product of proposals or final work from other consulting firms working for the IID in related matters containing information which is proprietary in nature, including, but not limited to, unnamed consultant proposals and work product regarding design, construction and other related matters associated with other projects, or any other work the IID may have at the time of this Contract relating to its Work directly or indirectly. All written recommendations, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created especially for this project by or provided to Consultant in connection with the performance of this Contract shall be held confidential by Consultant. Consultant shall not, without the prior written consent of IID, use such materials for any purposes other than the performance of the services under this Contract. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Contract. Nothing furnished to Consultant, which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use IID’s name or insignia, photographs relating to the project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Contract in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of IID.
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12.0 Duties of Consultant
12.1 Degree of Care - In the performance of its services hereunder, Consultant shall exercise that degree of skill and judgment commensurate with that which is normally exercised by recognized professional Consultants in the same discipline, with respect to services of a similar nature, in accordance with all applicable rules, laws and regulations.
12.2 Licenses - Consultant represents and warrants to IID that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature, which are legally required of Consultant to practice its profession. Consultant represents and warrants to IID that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Contract, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession.
12.3 Use of IID Documentation
12.3.1 The IID will make available to the Consultant documentation, including but not limited to, drawings, specification, owner’s manuals, manufacturer’s documentation, or previous design documentation regarding existing facilities and/or equipment associated with the Work of this Contract.
12.3.2 The Consultant may use this documentation as the basis for its design. If said documentation is found to be inadequate, the Consultant will notify the IID of these inadequacies in writing. The Consultant will take full responsibility for the final design and indemnify and hold harmless the IID for any and all claims, suits, losses or damages arising out of negligent acts, errors or omissions of the Consultant attributable to the design effort.
12.4 Standards of Performance
12.4.1 The Consultant shall be responsible for the adequacy of its own work and that of all Subcontractors under contract to the Consultant for this Project. Where approval by the IID, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omission, noncompliance with industry standards, or negligence on the part of the Consultant or its Subcontractors.
12.4.2 The Consultant expressly declares that the services to be provided under this Contract shall be performed exercising Best Efforts. The Consultant shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, and other services.
12.5 Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the IID.
12.5.1 All of the services required herein under shall be performed by the Consultant or under its supervision, except when otherwise instructed by the IID, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services.
12.5.2 Any changes or substitutions in the Consultant’s key personnel must be made known to the IID’s representative and written approval must be granted by the IID’s representative before said change or substitution can become effective.
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12.5.3 Consultant warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in the field.
12.5.4 All of the Consultant’s personnel (and all Subcontractors) while performing Work in accordance with this Agreement shall comply with all IID and/or legal requirements governing conduct, safety and security.
13.0 Duties of IID
13.1 Reviews and Approvals - The IID shall review and provide comments on and/or approval of all submittals made by the Consultant in accordance with the schedule for the Scope of Work included in Exhibit 1. The IID shall provide all comments and/or approvals in writing. In the event that IID reviews are delayed from the timelines established in the schedule, the Consultant shall be entitled, at IID’s sole discretion, to either an increase in contract time or compensation for the costs incurred as the direct result of IID’s lateness in providing such reviews and approvals.
14.0 Suspension
IID may, upon 10-calendar day written notice, direct Consultant to suspend performance on any or all of the services under the Contract for a specified period of time. If any suspension is not occasioned by the fault of Consultant, this Contract may be supplemented to compensate Consultant for extra costs incurred due to the suspension, provided that any claim for adjustment is supported by appropriate cost documentation, subject to audit, and asserted within twenty days after the date IID issues a notice for resumption of the services under the Contract. Consultant shall be entitled to an extension to any work schedule to the extent a delay was caused by the suspension. Upon receipt of a suspension notice, Consultant shall (1) discontinue the Work under the Contract, (2) place no further orders or subcontracts, (3) suspend all orders and subcontracts, (4) protect and maintain all completed Work, and (5) otherwise mitigate IID's costs and liabilities for those areas of work suspended. Consultant shall resume services under the Contract after such suspension on 10-calendar days written notice from IID.
15.0 Termination
15.1 Under the terms hereunder, IID may, at any time and for any reason, terminate this Contract upon not less than 21 days written notice to Consultant. Under such circumstances, this Contract and shall terminate on the date set forth in such written notice.
15.2 Termination For Cause - If Consultant shall fail to diligently, timely and expeditiously perform any of its respective obligations under this Contract, and such failure shall have continued for 10 days after IID has delivered written notice thereof to Consultant; or Consultant shall make a general assignment for the benefit of its creditors, a receiver or trustee shall have been appointed on account of Consultant's insolvency, Consultant otherwise shall be or become insolvent, or an order for relief shall have been entered against Consultant under Chapter 7 or Chapter 11 of Title 11 of the United States Code; or Consultant otherwise shall be in default under the Contract and such default shall not have been cured within 10 days after IID has delivered written notice to Consultant; then, IID, upon 7 days' prior written notice to Consultant, immediately may terminate this Contract for cause.
15.2.1 Upon termination of this Contract for cause, Consultant shall be entitled only to payment of that portion of services performed for which Consultant has not been paid and which Consultant has actually satisfactorily performed, up to the date of such termination; provided, however, that:
15.2.1.1 No allowance shall be included for any out-of-pocket costs and expenses incurred by Consultant by reason of the termination of this Contract.
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15.2.1.2 Nothing contained in this Contract shall limit in any manner any rights or remedies otherwise available to IID by reason of a default by Consultant under this Contract including, without limitation, the right to seek full reimbursement from Consultant for all costs and expenses incurred or to be incurred by IID by reason of Consultant's default hereunder and which IID would not have otherwise incurred if Consultant had not defaulted hereunder.
15.3 Termination For Convenience - In the event that IID terminates this Contract for reasons other than those set forth above Consultant shall be entitled to payment for services performed which have not been paid to Consultant and which shall compensate Consultant for all services actually and satisfactorily performed by Consultant up to the date of such termination, plus an amount equal to reasonable and actual out-of-pocket costs and expenses incurred by Consultant and directly attributable to the termination of this Contract.
15.4 Termination For Nonpayment - If Consultant does not receive payment within 30 days from the date it is due and payable hereunder, Consultant shall have the right, upon not less than 10 days written notice to IID, to terminate this Contract. Consultant shall be entitled to compensation for all services performed satisfactorily under the Contract. If within the 10-day period IID effects payment, the notice of termination shall have no further force or effect and Consultant shall continue to perform the services hereunder as if the notice of intention to terminate had not been given.
15.5 Duties of Consultant Upon Termination - Upon any termination of this Contract Consultant shall:
15.5.1 Discontinue all of its services under the Contract from and after the date of the notice of termination, except as may be required to complete any item or portion of services to a point where discontinuance will not cause unnecessary waste or duplicative work or cost, for which services, Consultant, if it has terminated this Contract for nonpayment, shall be compensated in the manner and to the extent that Consultant otherwise would have been compensated under the terms of this Contract.
15.5.2 Cancel, or, if so directed by IID, transfer to IID all or any of the commitments and Contracts made by Consultant relating to the services, to the extent they may be canceled or transferred by Consultant.
15.5.3 Transfer to IID in the manner, to the extent, and at the time directed by IID, all supplies, materials and other property produced as a part of, or acquired in the performance of Consultant's services.
15.5.4 Take such other actions as IID may reasonably direct.
16.0 Relationship of Parties
Consultant shall, for all purposes, be an independent contractor as to IID and under no circumstances shall the relationship of employer and employee arise between the agents or employees of Consultant and IID.
17.0 Assignment and Subcontracting
17.1 Non-Assignment - A substantial inducement to IID for entering into this Contract is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Contract will be permitted only with the express consent of the IID. Consultant shall not subcontract any portion of the work to be performed under this Contract without the written authorization of IID. If IID consents to such subcontract, Consultant shall be fully DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 8 of 12 responsible to IID for all acts or omissions of the subcontractor. Nothing in this Contract shall create any contractual relationship between IID and subcontractor nor shall it create any obligation on the part of the IID to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.
17.2 Successors and Assigns - This Contract shall be binding upon the successors and assigns of each of the parties hereto in respect to all of the provisions hereof. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any of the parties, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the parties to this Contract.
18.0 Laws and Regulations
Consultant will comply in the performance of the Contract with all laws and regulations applicable to Consultant in its performance of the Contract.
19.0 Insurance
Consultant agrees to maintain and provide the following insurance throughout the time that Consultant performs work under this Contract:
19.1 Commercial General Liability Insurance - Commercial General Liability Insurance shall be provided on an occurrence form or equivalent. Claims made or modified occurrence forms will not be accepted.
Total limits for all coverages shall be no less than $1,000,000 per occurrence and general aggregate.
IID and its employees and agents shall be added as additional insured using an ISO form.
19.2 Auto Liability Insurance - Primary coverage shall be written on a Business Auto Coverage form that provides coverage for any auto. If coverage is written on an ISO form, symbol 1 (any auto) must be included. Limits shall be no less than $1,000,000 per accident. If consultant owns no autos then endorsements to the Commercial General Liability Insurance policy for non-owned and hired vehicles are acceptable.
19.3 Workers' Compensation – Workers' Compensation coverage providing workers' compensation statutory benefits as required by law. (This provision shall not apply if Consultant has no employees performing work under this Agreement, however, in such case Consultant must sign the “Certificate of Exemption from Workers Compensation Insurance” included in Exhibit 2 attached to this Contract.)
19.4 Professional Liability Insurance - Professional liability coverage with policy limits of not less than $1,000,000 effective during the pendency of the work which is the subject of this Contract, and covering claims made not less than one year following completion of all the work.
20.0 Indemnification
Consultant and IID shall both indemnify each other in proportion to their comparative fault as established under California law.
21.0 Consequential Damage Limitation
Consultant shall not be liable for consequential damages, defined as breach of contract damages not recoverable under California law. Consultant shall not be liable for lost profits or business interruption damages under any cause of action.
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22.0 Force Majeure
In the event either party by reason of a Force Majeure is rendered unable to perform its duties under this Contract then upon the party giving written notice of the particulars and estimated duration of Force Majeure to the other party within 5 calendar days after knowledge of the occurrence of the Force Majeure, the party may have the time for performance of its duties extended for the period equal to the time performance is delayed by the Force Majeure. The effects of the Force Majeure shall be remedied with all reasonable dispatch, and the party giving notice shall use Best Efforts to eliminate and mitigate all consequences. A Force Majeure for which notice has not been given shall be an un-excused delay.
23.0 Attorneys' Fees
If either party to this Contract shall bring any action, claim, appeal, or alternative dispute resolution proceedings, for any relief against the other, declaratory or otherwise, to enforce the terms of or to declare rights under this Contract (collectively, an Action), the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees and costs incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling, or award (collectively, a Decision) granted therein. Any Decision entered in such Action shall provide for the recovery of attorneys' fees and costs incurred in enforcing such Decision. The court or arbitrator may fix the amount of reasonable attorneys' fees and costs on the request of either party. For the purposes of this paragraph, attorneys' fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions and collection actions; (2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation. "Prevailing party" within the meaning of this paragraph includes, without limitation, a party who agrees to dismiss an Action on the other party's payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief it seeks.
24.0 Governing Law and Venue
This Contract shall be interpreted in accordance with the substantive and procedural laws of the State of California. All actions or proceedings arising in connection with this Contract shall be tried and litigated exclusively in State court located in the County of Imperial, State of California and Federal court located in the County of San Diego, State of California. The aforementioned choice of venue is mandatory, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Contract in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or a similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the Counties of Imperial and San Diego, respectively, California, shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute or proceeding arising out of or related to this Contract. Each party hereby authorizes service of process sufficient for personal jurisdiction in any action against it at the address and in the manner for the giving of notice as set forth in this Contract.
25.0 Integration
This Contract and any exhibits hereto, as well as other documents referred to in this Contract, constitute the entire Contract between the parties with regard to the subject matter hereof and thereof. This Contract supersedes all previous Contracts between or among the parties. There are no Contracts, representations, or warranties between or among the parties other than those set forth in this Contract.
26.0 Authorized Representatives and Notices
26.1 Representatives - Prior to commencement of the work under the Contract, IID and Consultant shall agree on the designation of a representative authorized to act in behalf of each party.
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26.2 Notice and Communications - All communications relating to the day-to-day activities under this Contract shall be exchanged between the representatives of IID and Consultant. All legal notices and communications required under or related to this Contract shall be in writing, and shall be delivered personally or mailed by certified mail, postage prepaid, return receipt requested, to the representatives of IID and Consultant identified below. Notice shall be effective on the date of delivery.
To: Imperial Irrigation District To: StoneX Financial, Inc.
Laurie M. Franks Michele Owens
Contract Administrator Director, Risk Advisory & Policy P.O. Box 937 230 South LaSalle Street, Suite 10-500
Imperial, CA 92251 Chicago, IL 60604
Phone: (760) 339-9712 Phone: (312) 373-8250
Fax: (760) 339-9702 Fax: (312) 277-3349
E-Mail: [email protected] E-Mail: [email protected]
26.3 A party may change or supplement the information exchanged concerning authorized representatives and notices by giving the other party written notice of the new information in the manner set forth above.
26.4 Invoicing – Invoices must be submitted in the form of mail or pdf format by email and include the following information:
Vendor name
Remit address (if different than business address)
Service agreement number (810000XXXX) (do not include # in front of number) Invoice number and date
Tax amount (if applicable)
Total payable
Invoice back-up should follow the requirements in Section 5.1.
Email: Mail:
[email protected] Imperial Irrigation District
[email protected] P.O. Box 937
Imperial, CA 92251
27.0 Waiver
The failure of IID to insist upon strict performance of any of the terms and conditions of this Contract, or to exercise or delay the exercise of any rights or remedies provided by this Contract or by law, or the acceptance of work or payment for work shall not release Consultant from any of the responsibilities or obligations imposed by law or by this Contract and shall not be deemed a waiver of any right of IID to insist upon strict performance of this Contract. None of the provisions of the Contract shall be considered waived by either party except when such waivers are agreed upon in writing by the parties.
28.0 Survival of Obligations and Liabilities
The termination, cancellation, or acceptance of the work under the Contract shall not relieve Consultant of its obligations for work completed prior to the effective date of such termination, cancellation, or acceptance, nor shall it relieve Consultant of its liabilities at law or under this Contract.
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 11 of 12
29.0 Severability
If any provision of this Contract or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Contract shall not be affected thereby, and each such provision shall be valid and enforceable to the fullest extent permitted by law. However, if either party in good faith determines that the finding of illegality or un-enforceability adversely affects the material consideration for its performance under this Contract such party may, by giving written notice to the other party, terminate this Contract.
30.0 Employment of IID Staff by Consultant
This Contract may be unilaterally and immediately terminated by the IID if the Consultant or any of its Subcontractors knowingly employs an individual who, within (12) months immediately preceding such employment, did in the individual's capacity as an IID officer or employee, participate in, negotiate with or otherwise have an influence on the recommendation of the formation of this contract made to the Imperial Irrigation District’s Board of Directors in connection with the selection of the Consultant and its Subcontractors.
31.0 Prevailing Rates of Wages
31.1 When required by statute, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which this Contract is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in Chapter 1 (commencing with Section 1720) Part 7, Division 2 of the Labor Code, shall be paid to all eligible workers employed on this public work. Copies of the prevailing rate of per diem wages are on file at IID and are available for inspection by any interested party upon request. In accordance with the provision of the California Labor Code, IID has obtained from the Director of Industrial Relations of the State of California his determination of the general prevailing rates of per diem wages in the locality in which the work is to be performed.
31.2 To the extent applicable, should the prevailing wage rate be officially increased, decreased, or eliminated a corresponding adjustment shall be made to the Contact Price, which shall reflect the effect of that change in or elimination of the prevailing wage rate.
No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].
No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.
This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Contractor shall comply with Labor Code Section 1777.5 for all apprenticeable occupations.
32.0 Release of Public Information
32.1 Selection announcements, contract awards, and all data (with special emphasis on any and all customerrelated information) provided to the Consultant by the IID shall be protected from public disclosure by the Consultant and its Subconsultants and/or Subcontractors. The IID shall be solely responsible for answering requests to inspect public records. Except as necessary for the performance of this Contract, DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 12 of 12 all other information relating to the items to be delivered or services to be performed under this Contract may not be disclosed to anyone outside the IID without prior written approval from the IID.
32.2 Dissemination or public disclosure includes, but is not limited to, access to information by any other person, or entity (except authorized/approved subcontractors), publication of technical or scientific papers, Radio, T.V., Newspaper or Trade journals, advertising, or any other proposed public release.
The Consultant shall provide adequate physical protection to such information so as to preclude access by any person, entity, or media not authorized by the IID. The Consultant is responsible for the enforcement of this clause on its Subconsultants and/or Subcontractors.
32.3 If the Consultant desires to release information to the public, the Consultant must submit in writing to the IID a copy of said information and a request for authorization for release no less than 30 days prior to the required release date. Consultant shall not release the information unless the requested written authorization has been received from IID.
32.4 Consultant shall not use IID’s name or insignia, photographs relating to the project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Contract in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of IID.
33.0 Warranty
Consultant will re-perform any of the Work which is defective, incomplete, or which results in systems which are not fully functional.
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Exhibit 1
SCOPE OF WORK
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Exhibit 1
SCOPE OF WORK
Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 1 of 1 Exhibit 1 – Scope of Work
The Scope of Work shall consist of the official information provided in Secondary Request for Proposals (SRFP) # 466 “Energy Risk Management Services” and the Consultant’s Response to SRFP #466.
Special Conditions:
The monthly rate includes all expenses and will be valid through March 31, 2026.
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Exhibit 2
CERTIFICATE OF EXEMPTION FORM
WORKER’S COMPENSATION INSURANCE
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 1 of 1 Exhibit 2 – Certificate of Exemption Form, Worker’s Compensation Insurance
IMPERIAL IRRIGATION DISTRICT
CERTIFICATE OF EXEMPTION FORM
WORKER’S COMPENSATION INSURANCE
SUBJECT: __________________________________________________________________________________ CONTRACT # ________________________________ DATED________________________________________ I hereby certify that, in the performance of the work for which this Contract is entered into, I shall not employ any person in any manner so as to become subject to the Worker’s Compensation Laws of the State of California.
Executed on this _____ day of _______________, 20___, at ________________, California. _________________________________________________________________ Individual or Company Name
_________________________________________________________________ Officer / Owner Name and Title
_________________________________________________________________ Officer / Owner Signature
_________________________________________________________________ Fed. Tax I.D. Number
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626
1 December 12, 2022
INVITATION LETTER Secondary Request for Proposal No. 466 Energy Risk Management Services
Prospective Respondents:
Imperial Irrigation District is soliciting proposals from qualified firms to provide energy risk management services in regards to the procurement of purchase power and natural gas on a firm-fixed basis. IID will receive responses until 5:00 p.m., Local Time, Thursday, January 19, 2023. Your response to this solicitation must be in accordance with the complete Secondary Request for Proposal package, which includes:
SRFP466 Invitation Letter.pdf Invitation Letter
SRFP466 Response Forms.docx Response Forms
SRFP466 Secondary Proposal Information.docx Proposal Information SRFP406 Attachment C.pdf Confidentiality & Non-Disclosure Agreement SRFP406 Attachment D.pdf Energy Risk Management Policy
SRFP406 Attachment E.pdf Authorized Transaction Policy
SRFP406 Attachment F.pdf Wholesale Counterparty Risk Mgmt Policy SRFP466 Terms Conditions.pdf Terms and Conditions
CRITICAL DATES FOR ACTION:
1. Questions and Answers
Questions concerning this Secondary Request for Proposal should be directed in writing, no later than 5:00 p.m., Local Time, Tuesday, January 3, 2023 to Mr. Marty P. Holbrook, purchasing agent, via email to:
[email protected]. Responses to questions received will be provided digitally for download on our website www.iid.com, under this solicitation listing to all participants no later than 5:00 p.m., Local Time, Thursday, January 5, 2023.
2. Proposal Due Date
Imperial Irrigation District will receive responses until 5:00 p.m., Local Time, Thursday, January 19, 2023 at the office of the Purchasing Agent, 235 East Barioni Boulevard, PO Box 937, Imperial, CA 92251-0937
PLANHOLDER NOTIFICATION
In order to be considered an official planholder and receive notifications and addenda relevant to this solicitation, you MUST be registered as an approved vendor on Imperial Irrigation District’s online solicitation website.
Imperial Irrigation District is exempt from payment of Federal Excise Taxes, but is liable for payment of applicable California Sales and Use Taxes.
RESPONSE INFORMATION
Responses should be presented using the response forms provided, and must be labeled in accordance with the labeling requirements document attached to this letter. Your response should contain all information required by this complete Secondary Request for Proposal. Please provide ONE ORIGINAL HARDCOPY RESPONSE, 2 December 12, 2022
Secondary Request for Proposal No. 466
FIVE COMPLETE HARDCOPY DUPLICATES OF THE RESPONSE, AND AN ADDITIONAL DIGITAL COPY OF THE FULL RESPONSE ON A CD, DVD OR USB THUMB DRIVE.
This is a Secondary Request for Proposal only; it is not a contract. IID is not committed to pay any costs incurred with your reply to this request or solicitation of our business. IID expressly reserves the right to accept or reject any or all responses, or any portion thereof, and to waive any informality in responses received.
All respondents are hereby informed that Imperial Irrigation District does not tolerate unethical practices by bidders to secure contracts which might result in unlawful activity, including, but not limited to, rebates, kickbacks, or other unlawful considerations. California Government Code Section 87100 specifically prohibits government agency from participating in the process of awarding public contracts when such employees have a relationship with a person or business entity seeking a contract with that agency.
Responses shall be delivered to the purchasing agent at Imperial, California, on or before the day and hour set in this invitation letter. Respondents must mark their response in accordance with the SECONDARY REQUEST FOR PROPOSAL LABELING REQUIREMENTS included in this Invitation Letter. Any responses received after the scheduled due date and time will be returned unopened. IID will not be responsible for responses received late because of delays by a third party delivery service; i.e., U.S. Mail, UPS, FedEx, etc.
It is the sole responsibility of the respondent to submit his response in proper time, with all items filled in, using the response forms provided for that purpose. Telephonic quotations, telegraphic, facsimile transmission or other openly transmitted responses, or responses which are delivered in improperly marked enclosures are considered to be improperly presented and are unacceptable. Respondents are cautioned to mark their responses in strict accordance with the instructions.
IID is an irrigation district established under Division 11 of the California Water Code, Sections 20500 et seq. IID is not compelled, for purposes of this project, to comply with the procedural requirements for competitive bidding on public works contracts as set out in the California Public Contracts Code.
IID reserves the right to privately evaluate responses. IID may evaluate responses received for responsiveness and other criteria. IID reserves the right to reject any and all responses submitted for any reason or to perform work on projects itself. Furthermore, a preferential advantage of an automatic 5 points out of 100 evaluation points will be given to vendors or contractors which operate permanent, authorized business in IID’s service area. The service area covers all of the Imperial County and portions of Riverside County, California.
A person filing a notice of protest will be required, at the time the notice is filed, to post a bond with a good and solvent surety authorized to do business in California, or submit other security, in a form approved by the purchasing agent. The purchasing agent shall hold the bond or other security until a determination is made on the protest. A bond posted or other security submitted with the notice of protest must be in an amount equal to the lesser of:
(i) Twenty-five (25) percent of the total value of the solicitation submitted by the person filing the notice of protest; or
(ii) Five thousand dollars ($5,000).
A notice of protest filed in accordance with these provisions operates as a stay of action in relation to the awarding of any contract until a determination is made on the protest. 3 December 12, 2022
Secondary Request for Proposal No. 466
If the protest is upheld, the bond posted or other security submitted with the notice of protest will be returned to the person who posted the bond or submitted the security. If the protest is rejected, a claim may be made against the bond or other security by the district in an amount equal to the expense incurred by the district because of the unsuccessful protest. Any monies remaining after the claim has been satisfied will be returned the person who posted the bond or submitted the security.
IID's Headquarters facility and General Offices are located at 333 East Barioni Boulevard, Imperial, CA 92251.
The Purchasing Offices are located on the adjacent block at 235 East Barioni Boulevard, Imperial, CA 92251- 0937.
Responses to invitations to bid, primary requests for proposals, secondary requests for proposals, qualifications requests and general correspondence intended for the purchasing section should be delivered as shown:
1. Deliveries via the United States Postal Service should be addressed to Post Office Box 937 and/or 333 East Barioni Boulevard address.
2. Hand deliveries, express, UPS, common carrier and other non-postal deliveries should be addressed to 235 East Barioni Boulevard.
3. IID will not be responsible for responses received late because of delays by a third party delivery service; i.e., U.S. Mail, UPS, FedEx, etc.
If you have a question concerning proper delivery address, please contact the Imperial Irrigation District purchasing section at 760-339-9253.
The purchasing building is open Monday – Thursday 7:30 a.m. to 5:30 p.m., closed during the lunch hour from 12:00 – 1:00 p.m. We are closed alternating Fridays. Scheduled working Fridays our hours are from 8:00 a.m. to 5:00 p.m., closed during the lunch hour from 12:00 - 1:00 p.m. (See 2022 and 2023 calendars attached) Yours very truly,
MARTY P. HOLBROOK
Purchasing Agent
Enclosures
4 SECONDARY REQUEST FOR PROPOSAL
LABELING REQUIREMENTS
Responses to solicitations must be sealed and delivered to the purchasing agent at Imperial California, on or before the date and time listed in the invitation letter.
Deliveries via the United States Postal Service should be addressed to Post Office Box 937 and/or 333 East Barioni Boulevard, Imperial, CA 92251. Hand deliveries, express, UPS, common carrier and other non-postal deliveries should be addressed to 235 East Barioni Boulevard, Imperial, CA 92251.
Your response packet envelope should be clearly marked with the solicitation number in the lower left hand corner as indicated in the illustration below.
Some solicitations may accept email delivery of response documents. Only when indicated in the invitation letter will email responses be allowed.
Imperial Irrigation District expressly reserves the right to accept or reject any or all responses, or any portion thereof, to waive any informality in responses received and to make award in part or whole. The District also reserves the right to privately evaluate solicitations and to delay the award not more than 60 working days.
SECONDARY REQUEST FOR PROPOSAL
SRFP No.: 466
Due Date: 01/19/2023
Time Due: 5:00 pm
PROVIDE ONE ORIGINAL AND FIVE COMPLETE COPIES, IN ADDITION, A DIGITAL COPY OF THE FULL PROPOSAL RESPONSE FORM ON A CD, DVD OR USB THUMB DRIVE.
DATED MATERIAL – DELIVER IMMEDIATELY
5 IID’S 2022 WORKING SCHEDULE CALENDAR
6 IID’S 2023 WORKING SCHEDULE CALENDAR
City Council Agenda Report
Meeting Date: November 7, 2023
From: Daniel S. Wall, P.E., Director of Public Works
Department: Public Works
Submitted by: Daniel S. Wall, P.E., Director of Public Works Subject
Acceptance of Dedications for Rights of Way or Easements for Public Use Recommendation
Adopt Resolution No. 2023-25 authorizing the City Administrator to accept on the City’s behalf dedications for rights of way or easements for public use.
Background
The City generally requires applicants to dedicate rights of way or easements for public use when such a dedication is needed to allow for public access, road or sidewalk widening, or to accommodate public improvements and utilities. In order for these real property conveyances to be recorded in the official records of the County, the City must formally accept them and provide evidence of such acceptance in the form of a resolution or Certificate of Acceptance.
Historically, the City of Vernon has accepted these dedications by action of City Council, however the California Government Code allows Council to delegate this acceptance to a City officer. Government Code Section 27281(b) permits the City Council to authorize, by general resolution, one or more City officers to accept and execute instruments conveying an interest in real property on behalf of the City. The recommended action would eliminate the need for staff to request City Council approval of dedications for a right of way or public easement by authorizing the City Administrator, or designee, to accept and execute such dedications after Public Works or Public Utilities staff have reviewed and recommended approval.
Streamlining the public dedication process would improve efficiency and save City time and resources. City Council would retain approval authority for development agreements and other project approvals as required under the Vernon Municipal Code. Prior to accepting any dedication for rights of way or easements for public use, the City Attorney will review the document or instrument to ensure it is legally acceptable.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
1. Resolution No. 2023-25
RESOLUTION NO. 2023-25
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
AUTHORIZING THE CITY ADMINISTRATOR TO ACCEPT ON THE
CITY’S BEHALF DEDICATIONS FOR RIGHTS OF WAY OR EASEMENTS
FOR PUBLIC USE
SECTION 1. Recitals.
A. Government Code Section 27281(a) provides that instruments conveying an interest in real property to the City may not be recorded without a Certificate of Acceptance from the City Council.
B. Government Code Section 27281(b) provides that the City Council may, by a general resolution, authorize one or more officers to accept instruments conveying an interest in real property by executing a Certificate of Acceptance.
C. The City Council desires to authorize the City Administrator, or designee, to accept and consent to dedications for rights of way or easements for public use consistent with approved projects.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:
SECTION 2. The City Council of the City of Vernon finds and determines that the above recitals are true and correct.
SECTION 3. The City Council of the City of Vernon does hereby authorize the City Administrator to accept dedications for rights of way or easements for public use consistent with approved projects.
SECTION 4. Pursuant to Government Code Section 27281(a), a Certificate of Acceptance shall be utilized for recordation.
SECTION 5. Prior to accepting any offer of dedication for rights of way or easements for public use, the City Attorney or designee shall ensure the document or instrument is in a legally acceptable format.
/ / /
/ / /
/ / /
Resolution No. 2023-25
_______________________
SECTION 6. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.
APPROVED AND ADOPTED November 7, 2023.
________________________
CRYSTAL LARIOS, Mayor
ATTEST:
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
ZAYNAH N. MOUSSA, City Attorney
City Council Agenda Report
Meeting Date: November 7, 2023
From: Daniel S. Wall, P.E., Director of Public Works
Department: Public Works
Submitted by: Yesenia Barajas, Senior Administrative Assistant Subject
Notice of Completion for Contract No. 20230179 Citywide Striping and Pavement Markings FY22-23
Recommendation
A. Find that the proposed action is categorically exempt from California Environmental Quality Act (CEQA) review in accordance with CEQA Guidelines Section 15301 because the project consists of the maintenance, repair, or minor alteration of existing structures and involves negligible or no expansion of an existing use;
B. Accept the work of WGJ Enterprises Inc., dba PCI, as related to City Contract No. 20230179; and
C. Authorize the Director of Public Works to execute and submit the Notice of Completion for the project to the Los Angeles County Recorder’s Office.
Background
On May 16, 2023, the City Council awarded City Contract No. 20230179 Citywide Striping and Pavement Markings FY22-23 in the amount of $342,005 including a contingency of $10,000 to WGJ Enterprises Inc., dba PCI. The final construction cost was $268,615.33. This project consisted of repainting all City street lane lines and legends and modifying the existing southbound approach at Atlantic Boulevard and District Boulevard.
City Contract No. 20230179 was conmpleted on September 26, 2023, in accordance with the project specifications and City Staff expectations.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
1. Notice of Completion
RECORDING REQUESTED BY AND WHEN
RECORDED, RETURN TO:
City of Vernon
Attention: City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE
For the benefit of City of Vernon
No fee per Government Code Section 27383 APN: [N/A]
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT, PURSUANT TO CIVIL CODE SECTION 9024:
1. The undersigned is the owner, or corporate officer of the owner, of the interest or estate below in the property hereinafter described.
2. The full name of the owner is The City of Vernon.
3. The full address of the owner is 4305 Santa Fe Avenue, Vernon, CA 90058.
4. The nature of the interest or estate of the owner is In Fee.
5. A work of improvement on the property hereinafter described was completed and accepted on November 7, 2023.
The work was Citywide Striping and Pavement Markings per City Contract No. 20230179.
6. The name of the contractor, if any, for such work of improvement was WGJ Enterprises Inc., dba PCI.
The property on which said work of improvement was completed is in the City of Vernon, County of Los Angeles, State of California, and is described as follows: repainting all City Street lane lines and legends and modifying the existing southbound approach at Atlantic Boulevard and District Boulevard.
Dated: November 7, 2023
I, Daniel Wall, Director of Public Works, verify the foregoing Notice of Completion on behalf of the City of Vernon; I have read said Notice and know the contents thereof; and I have personal knowledge of the facts stated herein. I declare under penalty of perjury that the foregoing is true and correct. _______________________________
Daniel Wall, Director of Public Works
On __________, before me, Lisa Pope, City Clerk for the City of Vernon, personally appeared Daniel Wall, Director of Public Works for the City of Vernon, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or entity upon behalf of which he acted, executed the instrument.
WITNESS my hand and official seal.
_________________________________
Lisa Pope, City Clerk
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
City Council Agenda Report
Meeting Date: November 7, 2023
From: Robert Sousa, Chief of Police
Department: Police
Submitted by: Gustavo Herrera, Lieutenant - Services Division Subject
Purchase of Police Patrol Vehicle for Police Department Recommendation
Approve and authorize the issuance of a purchase contract with National Auto Fleet Group for the purchase of a new police patrol vehicle for a total amount not-to-exceed $64,000.
Background
The Police Department (PD) conducts an annual assessment of the patrol vehicle fleet to identify the vehicle(s) in need of replacement. The evaluation consists of the useful life of vehicles and equipment in terms of age, mileage, and usage. The vehicles are also reviewed and analyzed for safety history and operating performance to determine if it is appropriate to replace a vehicle or piece of equipment at a later date. After careful evaluation, one patrol vehicle has been identified for replacement.
The PD has identified National Auto Fleet Group as a vendor that can deliver one 2024 Ford F150 Police Responder truck. The vehicle is available through this vendor under Sourcewell contract # 091521-NAF, and thereby exempt from the City’s competitive bidding requirements pursuant to Vernon Municipal Code (VMC) Section 3.32.110 (A)5, as Sourcewell is a government agency and service cooperative that provides access to competitively bid contracts. Moreover, it is in the opinion of the Finance Director, it is to the advantage of the City to purchase the desired vehicle through the Sourcewell contract.
The replaced vehicle will be taken out of the fleet inventory and either transferred to another City Department or sold at auction.
Per VMC Section 3.32.030(B), City Council approval is required if, in the 12 months preceding the effective date of a proposed new, renewed, or otherwise amended contract, the City has paid or awarded the vendor more than $100,000. Within the past 12 months, the City has paid or awarded National Auto Fleet Group a total of approximately $300,000 in contracts.
Fiscal Impact
The fiscal impact is not-to-exceed $64,000. Sufficient funds are available in General Fund, Police Department, Capital Equipment – Auto Account No.011-030-300-660010 for the current fiscal year.
Attachments
1. National Auto Fleet Group Quote
City Council Agenda Report
Meeting Date: November 7, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Master Scope of Work Agreement and Support and Maintenance Agreement with Advanced Utility Systems, a division of N. Harris Computer Corporation Recommendation
A. Approve and authorize the City Administrator to execute a Master Scope of Work Agreement with Advanced Utility Systems, a division of N. Harris Computer Corporation (Advanced), in substantially the same form as submitted, to conduct a data conversion and upgrade the existing Infinity Customer Information System (CIS) billing platform for an amount not-to-exceed $262,000;
B. Authorize a contingency amount of ten percent (10%) or $26,200, for updates and coding development, and unforeseen expenses not included in the proposal, and grant authority to the City Administrator to issue change orders for an amount up to the contingency amount, if necessary; and
C. Approve a Support and Maintenance Agreement with Advanced, in substantially the same form as submitted, to provide software support to the Infinity CIS billing system for an amount not-to-exceed $166,871.02, for a three-year term.
Background
Vernon Public Utilities (VPU) Customer Service billing system is operated by Advanced Utility Systems, a division of N. Harris Computer Corporation (Advanced), Infinity CIS Version 2.0 software. The Infinity CIS platform supports billing for all electric, water and gas utilities which includes the City’s vital time-of-use rate tariffs for Vernon residential and commercial customers.
For the past ten years, the Advanced billing system has provided reliable and accurate data, as demonstrated through the nearly 3,000 monthly bills that have been issued by VPU with no billing issues.
Currently, VPU is the only customer serviced by Advanced that is operating under the Infinity CIS Version 2.0 software that is outdated and for which vendor support is limited. Advanced stated they only have one to two team members on staff who are familiar and capable to modify code on the legacy Version 2.0. As is typical with software systems, older versions reach a point of end of mainstream support as new and improved versions become available and the focus shifts to support the new versions. Thus, conducting a data conversion and a system upgrade (Project) to Version 5.0 of the Advanced billing software is necessary to ensure that adequate support is available for this essential billing system.
The proposed Master Scope of Work Agreement encompasses all aspects of Vernon’s Infinity CIS upgrade, including but not limited to project management, requirements gathering, data integrity and clean up, data conversion, configuration including interfaces, and training. The Project is expected to be implemented over the next eight months. Conversion to the Advanced Version 5.0 system would also assist the utility in its migration to the Tyler Technologies (Tyler) Enterprise Resource Planning (ERP) Munis software platform as it will further make it possible to easily automate the delivery of daily transfer files.
On December 1, 2020, the City Council approved the Tyler ERP implementation, which included a module for the Munis Utility Billing Customer Information System. It is anticipated that VPU’s Customer Service billing system will transition to the Tyler Munis system by June 2025, as critical software components are currently in the development phase. Key electric calculations such as Kilovolt-Ampere Reactive (KVAR), Demand Charge Proration modification, and KVAR factor modification are being developed by Tyler. Delivery of these critical billing features and testing of Time of Use are necessary to successfully execute electric billing and to synchronize these components with VPU’s other utility billing services (water, natural gas, and fiber).
The Advanced software is critical to VPU’s revenue stream, as it is used to bill customers for electricity, water, and natural gas, generating approximately $193 million for the City on an annual basis. To retain its reliable, accurate billing capability, VPU staff recommends that the City Council approve the proposed Advanced Master Scope of Work Agreement for the CIS billing platform upgrade and related Support and Maintenance Agreement.
1. The Advanced Master Scope of Work Agreement in the amount of $262,000 (consisting of estimated Data Conversion Cost: $100,000 and System Upgrade: $162,000) will allow VPU to conduct a data conversion and upgrade for the existing Infinity CIS billing system.
The recommended contingency amount of ten percent (10%) or $26,200 would be for any unforeseen expenses necessary for the conversion.
2. The Support and Maintenance Agreement in the amount of $166,871.02 (including estimated increases for years two and three) will provide the Information Technology Division software support to the Infinity CIS billing system for a three-year term. The Support and Maintenance Agreement will allow staff to remain current with software updates and will allow staff to contact the vendor with software questions as the need arises.
The proposed Master Scope of Work Agreement and Support and Maintenance Agreement with Advanced are each exempt from competitive bidding and competitive selection requirements pursuant to Vernon Municipal Code (VMC) Sections 3.32.110 (A)(2) and (B)(1), as the platform upgrade, any necessary equipment, and support and maintenance services can only be obtained from Advanced. The Infinity CIS software used by VPU’s Customer Service Division is only compatible with Advanced software and is proprietary to Advanced.
The Master Scope of Work Agreement and the Support and Maintenance Agreement have been reviewed and approved as to form by the City Attorney’s Office.
Fiscal Impact
The Fiscal Impact is not to exceed $288,200 for the Master Scope of Work Agreement for the data conversion and upgrade of the existing Infinity CIS billing system from Advance’s Version
2.0 to Version 5.0. Approval of this action requires a modified appropriation of $288,200 for a Transfer Out from Electric Fund, Administration, Professional Services-Other, Account Number 055-050-580-529215 and a Transfer In Electric Fund, Administration, Capital Outlay, Account Number 055-050-580-660000.
Funds for a three-year term Support and Maintenance Agreement were included in the Fiscal Year 2023-24 Electric Fund, Customer Service, Professional Services-IT, Account Number 055- 050-575-529210 budget in the amount of $50,000. However, approval of this action would require a modified appropriation of $2,700.55 for a Transfer Out from Electric Fund, Customer Service, Repairs & Maintenance-IT, Account Number 055-050-575-529110 and a Transfer In Electric Fund, Customer Service, Professional Services-IT, Account Number 055-050-575-529210.
Funds will be budgeted in subsequent years.
Attachments
1. Master Scope of Work Agreement
2. Support and Maintenance Agreement
Vernon
Scope of Work
For the Implementation of
Infinity CIS v5
October 6, 2023
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 2 of 36 Table of Contents
Introduction .................................................................................................................................................3 Vernon Points of Contact...........................................................................................................................4 Primary Point of Contact (POC) ................................................................................................................4 Other Contact(s)........................................................................................................................................4 Project Scope ..............................................................................................................................................5 Definitions....................................................................................................................................................6 Roles and Responsibilities ........................................................................................................................7 Advanced Responsibilities: .......................................................................................................................7 Vernon Responsibilities:............................................................................................................................7 Constraints and Assumptions...................................................................................................................9 Task 1 – Project Management..................................................................................................................11 Subtask 1.1 – Project Planning ...............................................................................................................11 Change Control Process ....................................................................................................................11 Subtask 1.2 – Status Reports..................................................................................................................11 Subtask 1.3 – Quarterly Sponsor Review ...............................................................................................12 Task 2 – Infinity CIS Interfaces ................................................................................................................13 Subtask 2.1 – Interfaces .........................................................................................................................13 Subtask 2.1.1 – Meter Reading Import/Export – MV90 Interface ......................................................13 Subtask 2.1.2 – Lockbox Interface .....................................................................................................13 * Subtask 2.1.3 – Invoice Cloud API (NEW) ......................................................................................14 ** Subtask 2.1.4 – Invoice Cloud BIF Interface (NEW) ......................................................................14 Exclusions ...............................................................................................................................................15 Task 3 - Implementation Approach .........................................................................................................16 Subtask 3.1 – Phase 1 – Project Initiation ..............................................................................................16 Subtask 3.2 – Phase 2 – Functional Discovery Analysis ........................................................................17 Subtask 3.2.1 – Functional Discovery Analysis Workshops ..............................................................17 Subtask 3.3 – Phase 3 – Interface Discovery .........................................................................................18 Subtask 3.4 – Phase 4 – Other Discoveries............................................................................................19 Subtask 3.4.1 – Reports Discovery ....................................................................................................19 Subtask 3.4.2 – Bill Print and/or Notices & Receipt Discovery ..........................................................20 Subtask 3.5 – Phase 5 – Data Integrity Check/Clean Up & Initial Data Conversion/Configuration ........21 Subtask 3.5.1 - Version 3 Data Integrity Check and Clean up...........................................................21 Subtask 3.5.2 - Infinity CIS Initial Upgrade Conversion, Data Validation and Testing.......................22 Subtask 3.6 – Phase 6 – Core Team Training ........................................................................................24 Subtask 3.7 – Phase 7 – Reports Development and Delivery ................................................................24 Subtask 3.8 – Phase 8 – Interface Delivery ............................................................................................25 Subtask 3.9 – Phase 9 – Software Testing .............................................................................................26 Subtask 3.10 – Phase 10 – End User Training .......................................................................................30 Subtask 3.11 – Phase 11 – Cut-Over Plan/Go/No Go Criteria ...............................................................31 Subtask 3.12 – Phase 12 – Transition to Live.........................................................................................32 Subtask 3.13 – Phase 13 – Post Go Live................................................................................................33 Schedule 1 – Fee Structure and Services Payment Milestones...........................................................34 Fee Structure...........................................................................................................................................34 Approvals...................................................................................................................................................36 Vernon V5 Upgrade - Master Scope of Work Final.docx Page 3 of 36 Introduction
The project is defined as the upgrade of Infinity CIS, by Advanced Utility Systems (Advanced) for City of Vernon (Vernon). The current CIS Infinity version 2 (‘v2”) instance will be upgraded to Infinity CIS Version 5 (“v5”), Advanced’s comprehensive customer information and utility billing software as defined in this scope of work.
This also takes into consideration some of the work that can be reused as part of the former upgrade being paused.
This document describes the Scope of Work (SOW) to be delivered by Advanced, as well as defines the principal activities and deliverables of both Advanced and Vernon for this project.
The project as outlined in this Scope of Work (SOW) encompasses all aspects of Vernon’s Infinity CIS upgrade, including but not limited to project management, requirements gathering, data integrity and clean up, data conversion, configuration including interfaces, and training.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 4 of 36 Vernon Points of Contact
Primary Point of Contact (POC)
Name:
Title:
Organization:
Address:
Phone:
Email:
Website:
Other Contact(s)
Name:
Title:
Organization:
Address:
Phone:
Email:
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 5 of 36 Project Scope
Advanced and Vernon agree to cooperatively manage the cost, schedule, and scope of the project.
Project scope is limited to the tasks and deliverables identified in this SOW and responses to the functional requirements attached to this document. Items not included in this SOW and it’s appendices are to be considered out of scope.
Advanced will provide the following Infinity CIS upgrade services to Vernon:
• Project Management
• Discovery Workshops (Functional, Interface and Modifications, Reports and Bill Print) • V3 Data Integrity Check and Clean up in Vernon’s upgrade environment • Conversion of data from CIS Infinity Version 2 to Infinity CIS v5 (Advanced will not convert any data not created in Infinity CIS v2 and was converted from the original legacy system). • Note: Advanced will only convert maximum of 5 years of data. If additional data is required to be converted, this request will be reviewed and managed via the Change Control Process. • V4 Data Integrity Check and Clean up in Vernon’s upgrade environment • Data refreshes (Initial, Functional, ITC1, UAT, Go-Live) • Conversion of current Bill Print(s)/Notice(s)/Receipts formats from Crystal Reports XI to Crystal Reports 2013 (as identified via the Discovery Session)
• Conversion of Standard canned reports and custom Advanced created reports format from Crystal Reports XI to Crystal Reports 2013 (as identified via the Discovery Session) • Remote web based Core Team Training
• Remote web based End User Training
• Conversion of interfaces as identified in Task 2
• Conversion of required billing formulas
• Technical Support
• REST API
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 6 of 36 Definitions
Name Definition
Baseline Accounts A cross selection of accounts types and services that are used for testing purposes the CIS Solution
BRD Business Requirements Document created by Advanced that defines the requirements for software modification(s) and non-configurable interfaces required by Vernon.
CIS Customer Information and billing System.
Infinity CIS The Advanced Customer Information and billing System.
CIS Solution All Advanced licensed software (Infinity CIS) and related implementation services.
Vernon Owned Control
Forms
Configuration areas of the system that are the responsibility of the Vernon (including but not limited to service orders, actions, letters, security, admin).
Configuration Changes to the software that do not require source code or structural data model changes.
Core Team Training Instructor led training delivered remotely by Advanced to the identified Project Team members of Vernon on the generic CIS Solution Defect - High A code or configuration defect that makes a component of the CIS Solution unusable or inoperable. This error is a loss of the capability of the CIS Solution to perform an important business function.
High defects include: (i) loss of the capability of the CIS Solution to perform an important business function; (ii) a workaround does not exist, and testing this function cannot be performed until the problem has been corrected.
Defect - Medium A code or configuration defect that significantly limits the CIS Solution's ability to conform to the documentation. This limitation stops the user from performing the normal use of the CIS Solution; however, a mutually agreed upon workaround does exist. Testing can continue on a module of the CIS Solution with a workaround.
Defect - Low A code or configuration defect that limits the capability of the CIS Solution, but is cosmetic or minor in nature. There is a practical workaround or the defect does not impact Vernon’s operation of the CIS Solution in any significant respect.
End User Training Instructor led (remotely) of the CIS Solution delivered by Advanced in coordination with the Vernon Core Team to Vernon employee base utilizing specific areas of the system.
Modification A change to the code base or a structural data model change.
CIS Infinity V2 Vernon’s current customer information and billing system to be replaced by Infinity CIS.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 7 of 36 Roles and Responsibilities
The roles and responsibilities are summarized below.
Advanced Responsibilities:
1. Advanced will maintain project communications with Vernon’s Project Manager.
2. Advanced will manage the efforts of the Advanced staff and coordinate Advanced activities with the Vernon’s Project Manager.
3. Advanced will conduct regular (e.g. weekly or as required) telephone status report conversations with the Vernon’s Project Manager.
4. Advanced will participate in weekly reviews with Vernon’s project team. Participation can be waived by mutual agreement.
5. Advanced will provide timely responses to critical issues raised by Vernon’s Project Manager.
6. Advanced will prepare and submit a status report that includes: the accomplishments of the previous month, activities planned for the current month and an update to the Project Schedule in Smartsheet format, as well as an update to the action item list.
7. Advanced will prepare and submit project change proposals to Vernon’s Project Manager as necessary.
8. Advanced will resolve deviations from the Project Schedule.
9. Advanced will monitor the project to ensure that support resources are available as scheduled.
10. Advanced will coordinate and oversee the installation of all Advanced licensed software.
11. Advanced will install all Advanced licensed software in one (1) production and one (1) test instance on Vernon supplied hardware and will support the production environment throughout the implementation and both environment after implementation and go live.
12. Advanced will coordinate and oversee the implementation efforts of all modifications and interfaces identified in this SOW (exclusive to the Infinity CIS side of the interface).
13. Advanced will monitor and support all testing phases, i.e., functional, integrated, and User Acceptance Testing. Application consultants will be available to answer questions and resolve issued generated during testing.
Vernon Responsibilities:
1. Vernon will provide information required to configure and convert data into the CIS Solution.
2. Vernon will establish a Project Team that is representative of the operational areas that will be affected by this project.
3. Vernon will designate a Project Manager who will manage the efforts of Vernon Project Team and/or staff and coordinate activities with the Advanced’s Project Manager.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 8 of 36
4. Vernon’s Project Manager must ensure that Vernon’s personnel have the time, resources, and expertise to carry out their respective tasks and responsibilities.
5. Vernon’s Project Manager or designee will participate in the scheduled (e.g. weekly or as required) status meetings with the Advanced’s Project Manager.
6. Vernon will review current business practices, consider and/or adopt new business practices as needed.
7. Vernon will provide timely responses to critical issues raised by the Advanced’s Project Manager.
8. Vernon will make available meeting spaces as required for project meetings. Meeting spaces should be equipped with a white board and markers, flip chart, LCD projector, conference phone and internet connection.
9. Vernon shall establish a training/testing room that will provide space, computers (with necessary software) and access to the software for the number of users specified in the contract. The training room will be equipped with a white board and markers, flip chart, LCD projector, conference phone and internet connections.
10. Vernon will ensure mutually agreed upon Change Orders are approved and process in accordance with the Change Order Procedure.
11. Vernon Staff will attend scheduled training sessions.
12. Vernon will perform testing as required including functional testing, integration testing, and user acceptance testing and will provide the documented test cases and results to Advanced utilizing the Advanced Testing Tool (Smartsheet).
13. Vernon will perform manual cut over tasks identified in the data conversion and the cutover plan.
14. With support from Advanced, Vernon will be responsible to create, configure and test all Vernon Owned Control Forms (including but not limited to service orders, actions, letters, security, admin).
Advanced will provide training Vernon on the same.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 9 of 36 Constraints and Assumptions
1. All prices are quoted in US dollars.
2. The Fixed Cost will be firm for the services identified herein through the project’s duration of 9 months and 1 month of post-implementation support. If circumstances occur that result in delays to the project, any extensions will be reviewed and managed via the Change Control Process.
3. Vernon will upgrade CIS Infinity Version 2 to the recommended release prior to Advanced conducting any data integrity or data cleanup activities.
4. Vernon recognizes that this is a project and not normal daily operations. All team members may not be accustomed to the demands of a project and will have to readily adjust to the needs of meeting deadlines and multi-tasking for this project to be successful.
5. Staffing issues will be resolved between Vernon and the Advanced Project Managers. Both parties will make every reasonable effort to maintain stable project staffing for the life of the project and minimize disruption to the project.
6. Vernon will strive to make a reasonable effort to minimize the impact of competing initiatives within the organization that may have a negative impact to the project. If this cannot occur:
i) Vernon will define an escalation path which defines who can resolve resource allocation conflicts, determine the priority of the conflicting work, and communicate with the affected parties, including the Project Managers of both projects. ii) Advanced will make commercially reasonable efforts to work around any conflicting priorities.
Depending on the length of time the resource is not available and task the conflict occurs on, this could result in a delay in the project schedule. If these delays result in extended project timelines, a Change Order will be issued to outline the impacts to schedule and cost. iii) Impacts and/or changes to project resources by either party are the responsibility of that same party to replace and provide knowledge transfer that will mitigate the risk of the resource loss.
7. Prompt decision-making and problem resolution will be required by both parties to achieve an ontime, on-budget project completion. It is expected most decisions and/or problems will be resolved within five (5) business days (or to a mutually agreed to timeframe). Reasonable efforts will be made to meet the requirements.
8. Vernon will empower Vernon's project team members to make decisions related to configuration and business processes. For some key decisions Vernon team may be required to elevate the decision process to the executive team. Vernon will work to minimize the escalation of decisions to keep the decision process as streamlined and timely as possible.
9. Vernon and Advanced will ensure their respective Project Team members are available for meetings, workshops, discussions and conference calls upon request by either organization with reasonable notice. All Project Team members will respond to information requests by either organization within (5) Business Days unless otherwise agreed to, to minimize delays in the project.
10. Both parties agree to work a reasonable number of additional hours (when required) to help complete project deliverables and project timelines as agreed upon by both Project Managers.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 10 of 36
11. All Vernon and Advanced Project Team members are expected to take normal vacation and holiday days throughout the course of the project except during stages of the project where their presence is critical.
12. Vernon is willing to consider and implement, when mutually acceptable, Advanced’ “Best Practices” to minimize the need for software modifications to the extent these practices meet the CIS Solution Requirements.
13. Advanced’s implementation team will recommend configurations and processes based on its industry experience and knowledge of the Advanced solution. Vernon is willing to consider and implement, when mutually acceptable, Advanced’ “Best Practices” to minimize the need for software modifications to the extent these practices meet the CIS Solution Requirements. This may not always be possible, but Vernon will approach each opportunity from this perspective.
In the event that Vernon rejects any of Advanced’s Best Practices recommendations, Vernon will be required to sign an acknowledgement of such decision. This document will describe Advanced’s concerns about Vernon’s requested functionality, and Vernon’s acceptance that a subsequent reversal or modification of such functionality shall be considered an increase in project scope at the agreed upon hourly rate. Furthermore, this document shall describe any impact to Advanced’s ability to provide ongoing support, including any impacts to the annual software subscription fee.
14. When onsite Advanced agrees to work within Vernon standard business hours whenever possible with the understanding that travel days may impact onsite days. Additionally, it is important to note that there may be times in the project where key staff may be required to work extra hours or hours outside of the standard business hours. For example, cutover is typically done over the weekend.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 11 of 36 Task 1 – Project Management
Project management occurs throughout the project. Advanced will have primary responsibility for the successful completion of this project as defined in the Scope of Work, including the management of all Advanced resources and tasks. Advanced will be responsible for conducting project related administrative activities including the development and updates, as required, to the project schedule. The Advanced Project Manager (PM) will provide oversight and guidance to Advanced staff to ensure successful completion of Advanced led/assigned activities and related project tasks. Similarly, the Vernon PM will provide oversight and guidance to Vernon staff to ensure successful completion of Vernon led/assigned activities and related project tasks.
Subtask 1.1 – Project Planning
Advanced and Vernon will partner together for successful project execution. Project Initiation will involve all members of the Advanced and Vernon project team. Prior to the remote Project Kickoff meeting, Advanced and Vernon will assemble their respective teams who will review this SOW in preparation of the Project Kickoff meeting. It is also highly recommended that the Vernon review the Infinity CIS upgrade documentation prior to the Project Kickoff meeting.
The Project Schedule for Vernon identifies the activities, deliverables and resources required for the successful upgrade of Infinity CIS. The Advanced PM and the Vernon PM will review the Project Schedule and internal project dates that may affect project milestones (for example, third party delivery dates). Vernon is responsible for managing the timelines and deliverables of any third-party vendor, to ensure they meet the requirements of the approved Project Schedule. The Advanced PM and the Vernon PM will finalize the project schedule within 2 weeks of the Project Kickoff meeting.
Any significant changes to the project timeline during the project are to be communicated and reviewed by the Project Sponsors of Vernon and at Advanced. Significant changes affecting the overall scope of the project may necessitate the use of a Scope of Work Amendment process. (See Change Control).
Change Control Process
Advanced will coordinate a joint effort with Vernon to document a Change Control process to manage project scope. The Change Control process will identify how changes are initiated and their impact on the project will be identified, documented and communicated to Vernon. Appropriate sign-off channels will be developed for Change Order approval.
Subtask 1.2 – Status Reports
Status reporting provides a mechanism for monitoring and controlling the project progress.
Advanced will use various methods to communicate regularly with Vernon including status reports and status meetings. Additional project communications will be performed via E-mail and telephone on an as needed basis.
Advanced’s Project Manager will attend status meetings with Vernon Project Manager either in person or via telephone conference call to focus on project status/progress, issues which could impact project schedule, technical or operational issues affecting the project and risk assessment. These meetings shall occur on a weekly basis.
Advanced will provide a weekly status report documenting work in progress compared to schedule, issues, actions, risks and budget. Advanced will also provide a monthly summary of project progress, including significant risks and issues resolved and significant risks and issues raised.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 12 of 36 Subtask 1.2 – Deliverables
Subtask 1.2
Deliverables
• Weekly Status Meeting and Report
• Monthly Project Progress Summary
Subtask 1.3 – Quarterly Sponsor Review
Advanced will prepare a Quarterly Sponsor Review to be attended by project management and project sponsor staff from both Vernon and Advanced. The quarterly sponsor review meeting will review progress to date, future actions, and will validate, on a quarterly basis, that the Go Live date is still achievable for both parties. The dates for these meeting will be determined jointly by the Vernon and the Advanced PM.
Subtask 1.3 – Deliverables
Subtask 1.3
Deliverables • Quarterly Sponsor Review
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 13 of 36 Task 2 – Infinity CIS Interfaces, Modifications &
Reports
This task covers the Infinity CIS interfaces to existing Vernon systems, and/or related products in the Infinity product suite. Development effort may be required by the vendor for the system to which Advanced is interfacing. These vendor costs, if any, are the responsibility of Vernon and are not in scope.
Advanced will document the status of development, whether conducted by Vernon or Advanced, in the weekly status reports.
Subtask 2.1 – Interfaces
The following group of interfaces will require efforts from Advanced, and potentially Vernon staff or a third-party vendor, to support the specific interface requirements. Advanced will develop the following group of interfaces required by Vernon under this SOW. The specific system Modifications required to support a specific interface will be determined during the Interface Discovery workshop. For Interfaces introduced that are not currently in CIS V3, Advanced will create Business Requirements Document (BRD) and Use Case Document for each interface requiring development effort from Advanced’s technical staff (not applicable to existing Vernon interfaces) Subtask 2.1.1 – Meter Reading Import/Export – MV90 Interface Vernon requires a batch interface to import and export meter reading files.
Action Responsible Party
Configure meter reading import interface similar to Infinity CIS v2 Advanced Configure meter reading export interface similar to Infinity CIS v2 Advanced Subtask 2.1.2 – Lockbox Interface
Vernon requires a one-way batch interface to import customer lockbox payment files to Infinity CIS.
Action Responsible Party
Configure an interface to import lockbox files similar Infinity CIS v2 Advanced Subtask 2.1.3 – Collection Agency Interface
Vernon requires a one-way batch interface to export of delinquent customer information from CIS Infinity to Vernon’s collection agency.
Action Responsible Party
Provide Collection Agency file layout Vernon
Configure file layout in Infinity CIS Advanced
Implement file export interface in Infinity CIS Advanced Run file export process in Infinity CIS to generage the collection agency file Vernon Send the file to collection agency Vernon
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 14 of 36 Subtask 2.1.4 – OCR file Interface
Vernon requires a one-way batch interface to import miscellaneous payments in Infinity CIS.
Action Responsible Party
Provide payment file layout Vernon
Configure payment file layout in Infinity CIS Advanced
Implement payment file import interface in Infinity CIS Advanced Run file import process in Infinity CIS Vernon
* Subtask 2.1.5 – Invoice Cloud API (NEW)
Vernon requires a real-time interface between Infinity CIS and Invoice Cloud for bill presentment and posting customer payment back in Infinity CIS.
Action Responsible Party
Install Advanced SOAP API Advanced
Call SOAP API to post payments to Infinity CIS Invoice Cloud Call SOAP API to retrieve bill image Invoice Cloud
** Subtask 2.1.6 – Invoice Cloud BIF Interface (NEW)
Action Responsible Party
Configure billing information file (BIF) interface Advanced SFTP BIF output (flat file) to Invoice Cloud Vernon
* Vernon currently doesn’t subsribe to Advanced SOAP API and thus the other option to post payments back in Infinity CIS will be for Advanced to build an import payment interface. ** Vernon currently doesn’t have the BIF Interface and manages BIF output to Invoice Cloud through database query that output the data based on Invoice Cloud BIF requirements. Vernon is comfortable continuing with this solution.
Note that any interfaces or file exchanges with outside systems not listed above will be considered out of scope.
In the event that any additional items not listed above are identified during the project implementation, the jointly developed Change Order process as defined in Subtask 1.1 will be followed.
Subtask 2.2 – Modifications (Database - Stored Procedures, Views & Triggers) Vernon has confirmed that Database - Stored Procedures, Views and Triggers that have been created are read only for the purpose of reporting and no updates or inserts are being performed. Vernon will continue to own and manage all modifications related to database. Should the need for modifications arise, they shall be addressed according to the Change Control process as defined in Subtask 1.1.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 15 of 36 Subtask 2.3 – Reports
As part of the upgrade project, Advanced will convert the standard reports that come with the Infinity CIS system. Vernon will own and create all custom reports required. Currently Vernon generates many reports outside of the Infinity CIS system.
Any additional reports will need to be reviewed and actioned by Vernon. Should Vernon desire Advanced to convert any additional reports, they shall be addressed according to the Change Control process as defined in Subtask 1.1
Exclusions
The following have been excluded from this Scope of Work, unless noted otherwise:
1. Rate Structural Changes
Advanced will provide normal rate updates throughout the course of the implementation at no extra charge providing the rate change occurs during the implementation timeframe. A rate change that departs substantially from the current rate structures that are in force at the time of contract signing and/or as documented in the Functional Discovery document will follow the jointly developed Change Order Process as defined in Subtask 1.1.
2. Third Party Payment Processor
Real Time credit/debit card payment processing is provided via an interface to an Advanced partner payment processing vendor namely; Invoice Cloud or Paymentus. Any payment transaction fees charged by the payment processing vendor are the responsibility of Vernon. Vernon must have a contract with the payment processor to which the solution will be integrated prior to the start date of Functional Testing as defined in the project schedule.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 16 of 36 Task 3 - Implementation Approach
This task covers the implementation approach Advanced will take to upgrade and reimplement Vernon’s CIS Solution. Advanced will implement a phased approach as described herein.
Subtask 3.1 – Phase 1 – Project Initiation
The Advanced PM will work with the Vernon Project Manager and staff to organize project information for the preparation of the Project Schedule (see Task1). The Advanced PM will organize and present all the information required to start the project and will, at a minimum, address the following areas:
• Project Schedule
• Software Provisioning in the hardware supplied by Vernon (On Prem) • Training Course Syllabus for Core Team, Technical Team, and End User Training (part of the Training Plan)
• Issues Tracking Tool set-up and overview
• Access to CIS Infinity Entity Relationship Diagram and Data Dictionary • Project Team Contact List which includes users that need access to the Issues Tracking Tool
• Overview of the operations of Infinity CIS via online conference • Functional Discovery agendas delivery and review
The Advanced PM will oversee the daily activities of the project and work in conjunction with the Vernon’s Project Manager and staff to ensure effective management of staff resourcing, forward planning initiatives and day to day project deliveries.
Subtask 3.1 – Deliverables
Subtask 3.1
Deliverables
• Project Kickoff Meeting
• Initial Project Schedule
• Training Course Agenda
• Issues Tracking Tool Overview
• Project Team Contact List
Subtask 3.1 – Entry Criteria
Criteria Responsible Party
✓ Contracts signed Advanced and Vernon
✓ Transition discussion from Sales to Professional Services Advanced and Vernon ✓ CIS Environments in place Advanced and Vernon
✓ Project Team identified Advanced and Vernon
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 17 of 36 Subtask 3.1 – Exit Criteria
Criteria Responsible Party
✓ Environments provisioned and signed off Advanced and Vernon ✓ 3.1 Deliverables completed Advanced
Subtask 3.2 – Phase 2 – Functional Discovery Analysis
Advanced will review the detailed data and business requirements of Vernon. This analysis will provide an association between Vernon’s business practices and the required Infinity CIS configuration.
The Functional Discovery Analysis phase will be led by Advanced and broken out into functional workshops. The workshops review the functional areas of the system and are the basis for how Advanced will configure, and convert the required business functions, business logic and data in the system.
Subtask 3.2.1 – Functional Discovery Analysis Workshops Advanced will conduct Functional Discovery Analysis Workshops. These workshops will be led by Advanced to appropriately review and confirm all required information for the areas listed below.
Advanced and Vernon will identify the necessary Vernon staff needed to attend these workshops two to four weeks in advance. Reports and Bill Print discoveries as outlined in Subtask 3.4 will be separate from the main functional discovery workshops and will be conducted at a time indicated in the Project Schedule.
Advanced will deliver a Functional Discovery Document that will address the items from the functional requirements and include, at a minimum, the following areas:
1. Foundation
Review of the basic system set up areas and logical business rules including but not limited to account types, servicesand customer/account information.
2. Billing
Review of the entire meter reading to billing process with a review of all processing and exceptions reporting.
3. Rates
Review of the rate tariff and functional requirements for setting up rates, including but not limited to formulas, proration and multipliers .
4. Cashiering
Review of all payment types, interfaces, automated clearing house, endorsements, receipts and unapplied payments processing.
5. Collections
Review of all collections procedures, payment arrangements, exemptions, penalties, notices, disconnections, agency, add to tax/liens, tax certification, bankruptcy and write-off processes including all applicable fees.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 18 of 36 Subtask 3.2.1 – Deliverables
Subtask 3.2.1
Deliverables
• Functional Discovery Workshop
• Functional Discovery Document
Subtask 3.2.1 – Entry Criteria
Criteria Responsible Party
✓ Functional Discovery Agendas delivered Advanced
✓ Chart of Accounts, Rates, Configurable Interfaces Files Layouts, All As Is Process Flows gathered
Vernon
Subtask 3.2.1 – Exit Criteria
Criteria Responsible Party
✓ Vernon Core Team and/or SME’s attendance at Functional Workshop
Vernon
✓ Functional Discovery Workshops conducted Advanced
✓ Functional Discovery Document delivered Advanced
✓ Review and edits/Sign Off of Functional Discovery Document 10 days from receipt of each iterative version
Vernon
Subtask 3.3 – Phase 3 – Interface Discovery
Advanced will conduct an Interface Discovery Analysis Workshop. Advanced will provide a Discovery Agenda and working with Vernon will identify necessary Vernon staff needed to attend this workshop two weeks in advance. Advanced will review with Vernon all interfaces identified in Task 2, to be developed in Infinity CIS.
Advanced will summarize the Interface Discovery discussions in an Interface Discovery Summary document that will be provided to Vernon to review and update as required.
Below are the minimum topics that will be covered:
• Functional (business) requirements analysis
• Use Case analysis
Advanced will create a detailed Business Requirements Document (BRD) and a Use Case Document for each development interface and modification requiring development (items in subtasks 2.1) for review and acceptance by Vernon. Configuration only type interfaces identified will not require a BRD.
Advanced will review the documentation with Vernon remotely and update as required.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 19 of 36 Subtask 3.3 – Deliverables
Subtask 3.3
Deliverables
• Interface Discovery Agenda
• Interface Discovery Workshop
• Interface Discovery Summary
• Use Case Document(s)
Subtask 3.3 – Entry Criteria
Criteria Responsible Party
✓ Interface Discovery Agenda delivered Advanced
✓ 3
rd Party Vendor participation secured (if applicable) Vernon ✓ Staff SME participation secured Vernon
Subtask 3.3 – Exit Criteria
Criteria Responsible Party
✓ Interface Discovery Workshop complete Advanced
✓ SME attendance and 3rd Party Vendor (if applicable) attendance at Interface Discovery Workshop
Vernon
✓ Interface Discovery Summary Document delivered Advanced ✓ Use Case Document(s) delivered Advanced
✓ Review and edits/Sign Off of Interface Discovery Summary 10 days from receipt of each iterative version
Vernon
Subtask 3.4 – Phase 4 – Other Discoveries
Subtask 3.4.1 – Reports Discovery
Advanced will convert the standard reports that are part of the Infinity CIS v2 to Infinity CIS v5. Any custom report in the CIS system will be considered out of scope and will follow the Change Order process as identified in Subtask 1.1. Vernon will need to provide the logic to complete these reports.
Advanced will conduct a Reports Discovery Workshop for any custom reports requirements. This workshop will be led by Advanced.
Subtask 3.4.1 – Deliverables
Subtask 3.4.1
Deliverables
• Reports Discovery
• Reports Analysis Spreadsheet
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 20 of 36 Subtask 3.4.1 – Entry Criteria
Criteria Responsible Party
✓ Reports Analysis Spreadsheet delivered Advanced
✓ Reports Analysis Spreadsheet populated with all Vernon’s reports one month prior to scheduled Reports Discovery
Workshop
Vernon
✓ Analysis of Reports Discovery Spreadsheet complete and available for Reports Discovery Workshop
Advanced
Subtask 3.4.1 – Exit Criteria
Criteria Responsible Party
✓ Reports Discovery Workshop conducted Advanced
✓ SME attendance at Reports Discovery Workshop Vernon
✓ Determination of custom reports delivered in CIS Advanced Subtask 3.4.2 – Bill Print and/or Notices & Receipt Discovery Advanced will convert the existing standard Bill Prints and/or Notices that are part of the Infinity CIS v2 to Infinity CIS v5. Any custom bill prints/notices built outside of the CIS system and/or custom built in the CIS system will be considered out of scope and will follow the Change Order process as identified in Subtask
1.1. Vernon will need to provide the logic to complete these changes.
Advanced will conduct a Bill Print/Notice Discovery Workshop for any custom bill print/notice requirements. This workshop will be led by Advanced.
Subtask 3.4.2 – Deliverables
Subtask 3.4.2
Deliverables
• Bill Print Discovery Workshop
• Bill Print Specifications
Subtask 3.4.2 – Entry Criteria
Criteria Responsible Party
✓ Bill Print Samples provided Advanced
✓ Agenda for Bill Print/Notices & Receipt Discovery delivered Advanced ✓ Bill print vendor capabilities/restrictions Vernon
Subtask 3.4.2 – Exit Criteria
Criteria Responsible Party
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 21 of 36 ✓ Bill Print/Notices & Receipt Discovery Workshop conducted Advanced ✓ SME attendance at Discovery Workshop Vernon
✓ Bill Print Specifications Document delivered Advanced ✓ Review and edits/Sign Off of Use Case Document(s) 10 days from receipt of each iterative version
Vernon
Subtask 3.5 – Phase 5 – Data Integrity Check/Clean Up & Initial Data Conversion/Configuration
Subtask 3.5.1 - Version 3 Data Integrity Check and Clean up Prior to the Infinity CIS upgrade conversion, the V3 Integrity Check Utility will be run by Advanced in coordination with Vernon within the Version 2 Upgrade Environment. The Version 2 Upgrade Environment must be refreshed from production by Vernon prior to running the V3 Integrity Check Utility.
The V3 Integrity Check Utility will report on data integrity issues within the Version 2 database, which, if not resolved, will prevent the successful upgrading of the Version 2 database to the Infinity CIS database.
The V3 Data Integrity Check utility will find and report on data integrity issues, such as missing links (orphaned records), code look-ups and unpopulated required fields, Advanced staff will analyze issues reported by the Integrity Check Utility and prepare SQL scripts as required to resolve data issues and to review with the Vernon team via a Data Discovery session. Data fixes will be applied by Advanced in the Upgrade Environment. Vernon will review data fixes and once approved, Vernon will run scripts and make data changes in your V2 Production Environment.
Subtask 3.5.1 – Deliverables
Subtask 3.5.1
Deliverables
• Run V3 Integrity Check Utility on CIS Infinity Version 2 Upgrade Environment (Refreshed)
• Identify, resolve and update data changes into CIS Infinity Version 2 Upgrade Environment prior to the initial conversion of the V2 database to Infinity CIS
• Initial Configuration Rollout
• Develop and run V2 data clean up scripts in the Version 2 Upgrade Environment prior to the initial conversion of the V2 database to Infinity CIS
• Refresh Version 2 Upgrade Environment from Version 2
Production Environment
Subtask 3.5.1 – Entry Criteria
Criteria Responsible Party
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 22 of 36 ✓ New data cut that includes 100% of the agreed upon data from CIS V2 and provided no later than 2 weeks prior to Initial Rollout Vernon
✓ Data Validation Parameters Finalized Advanced and Vernon ✓ Functional Discovery Document signed off per timelines outlined in project schedule and no later than 2 months prior to scheduled rollout
Vernon
✓ Baseline Accounts established, documented and provided to Advanced
Vernon
Subtask 3.5 – Exit Criteria
Criteria Responsible Party
✓ Initial Configuration complete to include no less than 70% of the total configuration requirements outlined in the Functional Discovery Document, excluding all configurable interfaces Advanced
✓ Data Validation reviewed jointly and anomalies under
investigation by both parties
Advanced and Vernon
✓ All generic testing documents delivered including: conversion, End to End Testing, Bill Print Scenarios
Advanced
✓ Review of Issues Tracking Tool Advanced
✓ Commencement of conversion testing against Baseline
Accounts
Vernon
Subtask 3.5.2 - Infinity CIS Initial Upgrade Conversion, Data Validation and Testing
Once the Version 3 data integrity and cleanup process is complete Advanced will convert Vernon’s V2 data and load into Vernon’s Infinity CIS Environment. Advanced will supply a data validation report confirming both Version 2 and Infinity CIS systems are in balance and will release the system for testing by Vernon.
The initial Infinity CIS Upgrade Conversion will average one to two days. The length of time necessary for conversion is dependent on several key factors including the size of the current database and number of years of data being converted.
NOTE: The upgrade conversion routine does not automate the upgrade of interfaces, Vernon security settings, hyperlinks, saved reporting criteria, information bars, billing formulas, bill prints, notices & receipts and custom reports. Advanced and Vernon will need to configure these manually as identified below.
Advanced is responsible for converting/configuring
▪ All billing formulas required by Vernon in Infinity CIS ▪ Current bill prints, notices and receipts
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 23 of 36 ▪ Generic Information Bars
▪ Interfaces (Delivered at Integration Testing)
Vernon is responsible for converting/configuring:
▪ User security
▪ Hyperlinks
o Configuration of security is required for the Integration Testing phase.
Prior to the completion of the Initial Upgrade Conversion Vernon will select a group of Baseline Accounts.
Baseline Accounts provide Vernon’s staff with a point of reference when completing testing. The Baseline Accounts represent a cross-section of account types and include accounts handled differently than “normal” accounts. For example, a sample of an account for each rate code, an account with automatic withdrawal, accounts with multiple meters, and account with compound meters are all examples of accounts that should be included in Vernon’s Baseline Accounts, as applicable.
As part of the Initial Upgrade Conversion, Vernon will undertake testing of the Infinity CIS Upgrade conversion. Vernon’s project manager will coordinate the completion of the Infinity CIS Upgrade conversion testing and submit any issues identified in Team Support. This testing will provide Advanced with information relating to upgrade conversion anomalies to be corrected. Re-testing of identified conversion issues will be necessary.
During Initial Upgrade Conversion testing (and subsequent test phases), Advanced will access Vernon’s server in order to upload data corrections, with the assistance of Vernon’s technical staff. The users will re-test anomalies based on initial test results and established Baseline Accounts.
Subtask 3.5.2
Deliverables
• Advanced Convert CIS Infinity Version 2 database to Infinity CIS database
• Advanced Deliver Data Validation Report which validates conversion accuracy between V2 and V5
• Advanced Review and deliver initial V5 data conversion load with Vernon
• Advanced Time the process to convert and load data
• Advanced Configure generic Information Bars
• Vernon Review and approve the Data Validation Report
• Vernon Run reports currently used by Vernon for balancing system in V2 in V2 and V5 to confirm versions are in balance • Vernon Load refreshed Infinity CIS test database onto Advanced FTP site (required for troubleshooting and billing formula conversion)
• Vernon Identify Baseline Accounts for testing
• Vernon Create test scripts and share with Advanced
• Vernon Run CIS Infinity V5 Data Validation Tool to compare and validate V2 data.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 24 of 36 Subtask 3.6 – Phase 6 – Core Team Training
Advanced will provide 2 weeks of Core Team Training to the Vernon Core Team.
Core Team Training will be conducted remotely via WebEx for the core team following the initial V5 conversion rollout. Users will be trained to ensure that they can access the system and navigate through Infinity CIS for testing purposes. To ensure an efficient and effective parallel process, Advanced recommends setting up a separate area for testing and training. The core team training is designed to train users on the new user interface (UI) and changes in key functional areas including AccountView, System Administration, Security, Cash, Billing, Collections, Service Orders, Reports, and Inventory. Core Team training assumes users are familiar with Version 2 and Vernon’s business processes and does not include introductory or basic training to users unfamiliar with Version 2 functionality and processes.
Subtask 3.6 – Deliverables
Subtask 3.6
Deliverables
• Standard CIS Infinity CIS Training Agendas
• Completion of Instructor-Led remote Core Team Training Subtask 3.6 – Entry Criteria
Criteria Responsible Party
✓ Agenda delivered Advanced
✓ Where applicable, Training
Room/workstations/software/participants available for training Vernon
✓ Infinity CIS System QA’d and prepared for Training Advanced Subtask 3.6 – Exit Criteria
Criteria Responsible Party
✓ Instructor-Led remote Core Team Training delivered Advanced ✓ 90% Attendance rate from Core Team at all sessions Vernon Subtask 3.7 – Phase 7 – Reports Development and Delivery Reports in Infinity CIS V2 identified during Reports Discovery will be converted to Infinity CIS system for review and acceptance by Vernon.
Any custom reports identified at Reports Discovery will be developed and delivered by Advanced once Vernon has signed off on the specifications. Any custom reports unidentified at the Reports Discovery will be recognized as out of scope and follow the Change Order Process.
Subtask 3.7 – Deliverables
Subtask 3.7
Deliverables
• Custom Reports Specification, Development & Delivery (if applicable)
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 25 of 36 Subtask 3.7 – Entry Criteria
Criteria Responsible Party
✓ Attendance by SME at Reports Discovery Workshop Vernon ✓ Reports Discovery Workshop complete Advanced
Subtask 3.7 – Exit Criteria
Criteria Responsible Party
✓ Custom Reports Specification Document(s) delivered for all identified custom reports
Advanced
✓ Review and edits/Sign Off Custom Reports Specification Document(s) 10 days from receipt of each iterative version Vernon
✓ Custom Report(s) Delivery at start of ITC1 Advanced
✓ Custom Reports(s) Testing and Signoff no later than the end of UAT
Vernon
Subtask 3.8 – Phase 8 – Interface Delivery
Once an interface has been implemented, unit tested and QA’d internally by Advanced, Vernon will be notified that the interface is ready to be released and available for testing or Vernon will be notified that the interface is ready to be released and deployed in Vernon’s environment through an executable or build.
Subtask 3.8.1 – Deliverables
Subtask 3.8.1
Deliverables • Interfaces are ready for Vernon to test
Subtask 3.8.1 – Entry Criteria
Criteria Responsible Party
✓ File Layout for each interface provided during Interfaces Discovery
Vernon
✓ 3
rd Party Vendor participation in Interface Discovery process (if applicable)
Vernon
✓
✓ Vernon
Subtask 3.8.1 – Exit Criteria
Criteria Responsible Party
✓ Interfaces delivered Advanced
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 26 of 36 ✓ Testing of interfaces with 3rd party vendor participation (if applicable)
Vernon
Subtask 3.9 – Phase 9 – Software Testing
Advanced will support all software testing through possible combinations of onsite support, remote support and video conferencing online support. Validated testing criteria will be used to determine if the testing phase is complete and the system is ready for the next cycle of testing. The Advanced PM will provide Vernon with generic test scripts. Modification of test scripts to match Vernon’s specific business scenarios is the responsibility of Vernon. From the test scripts Vernon will create an ITC Plan (Integration Testing Cycle), and User Acceptance Test (UAT) Plan.
At the start of each test cycle, a full data conversion using a fresh data extract will be performed to exercise the data conversion process and to update any required data fixes that are found through testing. Data Conversion is an iterative process and will require fixes throughout all testing phases based on the outcomes of each testing phase.
With each data conversion Advanced will provide and Vernon will verify all balancing metrics that were agreed upon in the Data Conversion Discovery. Deficiencies found during the Software Testing Phase will be entered into the Issues Tracking Tool for the correction of configuration, data conversion and/or system deficiencies. Deficiencies will be entered into the Issues Tracking Tool by Vernon. The Issues Tracking Tool maintains a history of analysis and problem resolution.
The Issues Tracking Tool will be managed and maintained by the Advanced PM and will be reviewed with both Advanced and Vernon staff to ensure the issues are being actively worked and tested. The Advanced PM will be proactive in the resolution of items logged in the Issues Tracking Tool so that they will be resolved within a timely manner. The Advanced PM or designate will document to the Vernon Project Manager (in detail) the issue or defect, the resolution or workaround alternative, if applicable.
Advanced will provide a technical point of contact during all testing phases, Advanced will provide responses that include justification and mitigation plans, where applicable.
Vernon will provide Advanced with evidence through Test Cases utilizing the Advanced Testing Tool (Smartsheet) and various other methods of testing documentation that testing is being done and progressing through the test phases.
The software testing phase is divided into the following test cycles:
Subtask 3.9.1 – Functional Testing
Functional testing will utilize the baseline accounts to confirm that the data conversion and basic functions in the system are working as expected. Individual accounts will be reviewed and will run through a meter to cash process. In the review of these individual accounts, Vernon will be tasked with testing each rate element in the system and documenting the results to confirm that the billing process works prior to starting a cycle billing process. This rate testing will be done against a series of baseline accounts and will look at each rate scenario and all of the associated proration activities that can affect a rate calculation.
Functional Testing is modular and does not test the system end-to-end utilizing interfaces.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 27 of 36 Subtask 3.9.1 – Functional Testing Deliverables
Subtask 3.9.1
Deliverables
• Functional Test Data Conversion Refresh and Validation Report • Rates Testing Matrix
Subtask 3.9.1 – Entry Criteria
Criteria Responsible Party
✓ Configuration complete in accordance to the requirements outlined in the Functional Discovery Document and excluding all interfaces and modifications
Advanced
✓ Data Refresh timelines recorded for the data cut, conversion and load
Advanced and Vernon
✓ Customized Testing Documents designed and functional test cases created in Advanced Testing Tool
Vernon
✓ Executed Contract with Payment Processor Vernon
Subtask 3.9.1 – Exit Criteria
Criteria Responsible Party
✓ Testing of all applicable functional modules using customized test documents and test cases, reporting any anomalies in Issues Tracking Tool
Vernon
✓ Retesting of fixed conversion items, testing of conversion additions and report anomalies in Issues Tracking Tool
Vernon
✓ Functional Data Validation jointly reviewed and anomalies under investigation by both parties
Advanced and Vernon
✓ Rates Testing Completion and anomalies reported in Issues Tracking Tool
Vernon
✓ Successful resolution of 70% of critical configuration type tickets reported no less than 15 days from scheduled ITC1 Refresh start date
Advanced
Subtask 3.9.2 - Integration Testing Cycle (ITC)
ITC will utilize test scripts/cases customized by Vernon to confirm that the data conversion and business processes are functioning as expected.
ITC1 is intended to exercise full scale testing of the system incorporating the testing of interfaces and modifications scheduled for ITC1. It includes testing of all end to end processes and all Vernon Owned Control Forms (service orders, actions, letter generation, security, admin).
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 28 of 36 Subtask 3.9.2 – Integration Testing Deliverables
Subtask 3.9.2
Deliverables
• ITC1 Data Conversion Refresh and Validation Report
• ITC1 Build Release for Modifications
•
Subtask 3.9.2 – Entry Criteria ITC1
Criteria Responsible Party
✓ Completion of testing of all applicable functional modules using customized test documents and test cases and anomalies
reported in Issues Tracking Tool
Vernon
✓ Customized Testing Documents designed and ITC1 test cases created in Advanced Testing Tool
Vernon
✓ Successful retesting of fixed conversion items and testing of remaining conversion additions. Anomalies reported in Issues Tracking Tool
Vernon
✓ ITC Data Validation reviewed jointly and anomalies under investigation by both parties
Advanced and Vernon
✓ Rates Testing Completed and any anomalies reported in Issues Tracking Tool
Vernon
✓ Successful resolution of 70% of critical path configuration type tickets reported no less than 10 days from ITC1 Refresh start date
Advanced
✓ Interfaces complete Advanced
✓ Vernon Owned Control Forms 60% complete which must
include Service Order Types
Vernon
Subtask 3.9.2 – Exit Criteria ITC1
Criteria Responsible Party
✓ Technical and training daily support for initial week of ITC1 Testing
Advanced
✓ Build Release(s) (if applicable) applied for Interfaces Advanced ✓ Testing of interfaces with 3rd party vendor participation (if applicable) and anomalies reported in Issues Tracking Tool Vernon
✓ Successful resolution of 80% of critical path configuration type tickets reported no less than 10 days from scheduled UAT Refresh start date
Advanced
✓ Successful resolution of 80% of conversion type tickets reported no less than 10 days from scheduled UAT Refresh start date Advanced
✓ Bill Print Testing complete and anomalies reported in Issues Tracking Tool
Vernon
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 29 of 36 ✓ Reports Testing Complete and anomalies reported in Issues Tracking Tool
Vernon
✓ Cycle Billing Testing Complete and anomalies reported in Issues Tracking Tool
Vernon
✓ Vernon Owned Control Forms 80% complete Vernon
Subtask 3.9.3 - User Acceptance Testing (UAT)
The final phase of testing is UAT and starts with a code freeze. Only critical path items will be altered during this phase as agreed upon by both parties after analyzing the risk of introducing these changes.
Once complete, the UAT constitutes acceptance of the system as ready for Go Live. In combination with staff training readiness and organization readiness, the UAT and its acceptance help to drive the Go/No Go criteria that lock down the live date of the software.
Advanced will coordinate with Vernon to select the integration test scripts that will be used during UAT.
The Advanced PM will work with Vernon to ensure that test results for each testing phase provide evidence that Infinity CIS capabilities have been properly integrated and tested in Vernon’s test environment. Advanced will work with Vernon to support performance tests.
Subtask 3.9.3 – User Acceptance Testing Deliverables
Subtask 3.9.3
Deliverables
• UAT Data Conversion Refresh and Validation Report
• UAT Acceptance Criteria
Subtask 3.9.3 – Entry Criteria
Criteria Responsible Party
✓ UAT Data Validation reviewed jointly and anomalies under investigation by both parties
Advanced and Vernon
✓ Retested interfaces and modifications with 3rd party vendor participation (if applicable) and anomalies reported in Issues Tracking Tool
Vernon
✓ Successful resolution of 90% of critical path configuration type tickets reported no less than 10 days from scheduled UAT Refresh start date
Advanced
✓ Successful resolution of 90% of conversion type tickets reported no less than 10 days from scheduled UAT Refresh start date Advanced
✓ Bill Print Testing completed and signed off Vernon
✓ Reports Testing completed and signed off Vernon
✓ System Code Freeze Advanced
✓ Final review of Vernon Owned Control Forms Vernon
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 30 of 36 Subtask 3.9.3 – Exit Criteria
Criteria Responsible Party
✓ Successful testing of all end to end processes Vernon ✓ Successful resolution of all critical path conversion and configuration type tickets
Advanced
✓ Successful completion of all Vernon Owned Control Forms Vernon ✓ Regression and stress test executed successfully Vernon ✓ Successful testing of Payment Processor Vernon
Subtask 3.10 – Phase 10 – End User Training
Advanced will provide 1 week of Infinity CIS End User training to Vernon to secure a working knowledge of Infinity CIS. As part of the Training Plan, Advanced will work with Vernon to jointly create the appropriate Training Matrices (part of the Training Plan) that will identify classes and the Advanced and Vernon staff attendance needs. End User training assumes users are familiar with Version 2 and Vernon’s business processes and does not include introductory or basic training to users unfamiliar with Version 2 functionality and processes.
End User Training will be conducted by a combination of instructor led sessions in accordance with the Training Matrix and with Vernon availability to answer participant questions pertaining to Vernon business practices.
Each End User training session will have an attendance sheet that matches the End User training schedule. Once each session is complete, Vernon will sign-off on a Training Session Sign-off Form signifying that the training session has been completed.
Subtask 3.10 – Deliverables
Subtask 3.10
Deliverables
• Completion of Instructor Led End User Training
• Training Session Attendance Report
• Training Session Signoff form
Subtask 3.10 – Entry Criteria
Criteria Responsible Party
✓ End User Training Plan Matrix delivered Advanced
✓ End User Training Plan Matrix completed Vernon
✓ End User Training Schedule created Advanced and Vernon Vernon V5 Upgrade - Master Scope of Work Final.docx Page 31 of 36 Subtask 3.10 – Exit Criteria
Criteria Responsible Party
✓ All End User Training sessions required for Go Live complete Advanced ✓ End Users absent or requiring additional assistance/training from End User Training identified
Advanced
✓ Additional training plan developed and provided to End Users identified as requiring additional assistance/training complete for Go Live
Vernon
Subtask 3.11 – Phase 11 – Cut-Over Plan/Go/No Go Criteria Vernon will assist Advanced in the construction of Go/No-Go criteria. These criteria shall be used to determine whether or not to proceed to Phase 12 - Transition to Live. Criteria shall be measured on a weekly basis starting no later than the commencement of User Acceptance Testing. When all criteria are met, Vernon shall issue formal authorization to proceed with the Cut-Over Plan to production.
The Advanced PM will develop a Cut-Over Plan throughout the lifecycle of the project in preparation for a final transition to live. This plan details the steps and responsibilities for Advanced and Vernon to transition the CIS Solution to Vernon production (live) environment. The Cut-Over Plan will include but not be limited to the following items:
• Full emergency contact information
• Detailed steps and communications of when data extract is obtained and data conversion is returned
• Ordered steps for ensuring balancing of the system
• Determination of whether a test system is refreshed at the same time as production for any required process testing
• Post-cut-over checklist
• Criteria that determine when the system will be turned over to end user staff • A formal release from Advanced that documents that the system has been handed to Vernon in full balance
Subtask 3.11 – Cut-Over Plan/Go/No Go Deliverables
Subtask 3.11
Deliverables
• Go/No Go Criteria
• Cut-Over Plan
• Formal Vernon Authorization to Transition to Live
Subtask 3.11 – Entry Criteria
Criteria Responsible Party
✓ System is in a readiness state for all critical path items Advanced and Vernon ✓ Vernon has invoked Change Management plan (employees, customers, vendors)
Vernon
✓ End Users trained Advanced or Vernon
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 32 of 36 Subtask 3.11 – Exit Criteria
Criteria Responsible Party
✓ Cut-Over Plan finalized Advanced and Vernon
✓ Organizational Readiness Plan finalized Advanced and Vernon ✓ Go/No Go Meeting Advanced and Vernon
✓ Authorization to Go Live Vernon
✓ Post Cut-Over List of Tasks Advanced and Vernon
Subtask 3.12 – Phase 12 – Transition to Live
The cutover to live will occur over a weekend and will be coordinated by the Advanced PM and Vernon staff.
The transition to live will have a new and final data conversion in which the data validation parameters, bill codes, rate mapping and transaction codes will all be approved by Vernon and the Advanced PM.
Subtask 3.12 – Deliverables
Subtask 3.12
Deliverables
• Final Cut-Over Plan Report
• Final Release Data Conversion Refresh and Validation Report • AR Balancing Report
• Year and month active confirmation
• AR Summary Details Report
• Transaction Code Report
• Rates Report
Subtask 3.12 – Entry Criteria
Criteria Responsible Party
✓ Execution of Cut-Over Plan Advanced and Vernon
✓ End Users trained Advanced and Vernon
✓ 3
rd Party Vendors communicated and on board Vernon
✓ Execution of Organizational Readiness Plan Advanced and Vernon Subtask 3.12 – Exit Criteria
Criteria Responsible Party
✓ Go Live Signed Off Vernon
✓ Post Live Items identified Advanced
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 33 of 36 Subtask 3.13 – Phase 13 – Post Go Live
Advanced will assist Vernon throughout the post live implementation phase to identify and respond to any needs and concerns. During the Post Go Live period, Advanced will supply, as per the agreement, remote communications, and online support through video conferencing to ensure a smooth transition to Customer Success. During this phase of the project, the following items will be supplied to Vernon:
• Weekly PM and technical staff meetings to review all high-priority items. • Remote communications and video conference customer support. • Introduction and transition to Support.
Throughout the Post Go Live period, the Advanced PM will continue to act as primary resource for all issues. Upon completion of the Post live support period, Vernon will transition to the Advanced’s Customer Success Department as per the Support and Maintenance agreement.
Subtask 3.13 – Deliverables
Subtask 3.13
Deliverables
• Monthly Post Live Support Log
• Transition to Support
Subtask 3.13 – Entry Criteria
Criteria Responsible Party
✓ Go Live Signed Off Vernon
✓ Post Live Punch List Items Identified Advanced
Subtask 3.13 – Exit Criteria
Criteria Responsible Party
✓ Post Live Punch List Items resolved Vernon and Advanced ✓ Project Completion documented Advanced
✓ Transition to Customer Success Group Advanced
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 34 of 36 Schedule 1 – Fee Structure and Services
Payment Milestones
Fee Structure
V2 to V5 Upgrade Professional Services Fees
Line Item Price Discount (20%)
Project Management $ 25,000.00 $ 20,000.00
Data Conversion $ 125,000.00 $ 100,000.00
Installation & Configuration $ 75,000.00 $ 60,000.00
Interfaces $ 12,500.00 $ 10,000.00
Bill Print, Notices & Reports $ 25,000.00 $ 20,000.00
Training $ 20,000.00 $ 16,000.00
On Prem Install/SOAP API/ REST API $ 20,000.00 $ 16,000.00 Post Live Support $ 25,000.00 $ 20,000.00
5 Licences $ 0.00
Total $ 327,500.00 $ 262,000.00*
*Note 1: Discount (20%) is billable rate drop from $250/Hr to $200/Hr ** Note 2: Advanced can offer testing assistance via Advanced Managed Services as part of a separate SOW if needed.
V3 to V5 Upgrade Annual Fees
Line Item Price
Infinity CIS v5 Platform $ 5,200.00
Licence M&S, SOAP API & REST API $ 15,000.00
Total $ 20,200.00
** Additional services required by Vernon through the end of Post Live and approved through the Change Control Process (e.g. requirement changes or changes to the project scope) will be billed at a rate of $250/hour. Services required after that period will be billed in accordance with the Support and Maintenance Agreement.
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 35 of 36 Payment Milestones
Vernon will be billed monthly by Advanced for milestones signed off and accepted during the month. The service fees milestones are as follows:
Reference
Milestone - Vernon will be billed monthly for all milestones completed during the month (i.e. one invoice per month) Invoice Amount CT1 Contract Signing $ 78,600.00
MP1 Project Management 1 $ 5,240.00
MP2 Project Management 2 $ 5,240.00
MP3 Project Management 3 $ 5,240.00
MP4 Project Management 4 $ 5,240.00
MP5 Project Management 5 $ 5,240.00
MP6 Project Management 6 $ 5,240.00
MP7 Project Management 7 $ 5,240.00
MP8 Project Management 8 $ 5,240.00
MP9 Installation of Infinity CIS on a single on prem environment $ 39,300.00 MP10 Installation of SOAP API on a single on prem environment $ 7,860.00 MP11 Installation of REST API on a single on prem environment $ 5,240.00 MP12 Delivery of Functional Discovery Workshop $ 10,480.00 MP13 Initial Conversion Rollout $ 13,100.00
MP14 Initial Configuration Rollout $ 13,100.00
MP15 Completion of Core Team Training $ 13,100.00
MP16 Data Refresh #2 Load (Functional Testing) $ 13,100.00 MP17 Data Refresh #3 Load (ITC) $ 13,100.00
MP18 Data Refresh #4 Load (UAT) $ 13,100.00
Total Services $ 262,000.00
Annual Fees:
Fee Type Milestone Invoice Amount
Infinity v5
Platform 100% due on Infinity CIS v5 Go Live. $ 5,200.00 Licences,
REST/SOAP
API
100% due on Infinity CIS v5 Go Live.
$ 15,000.00
Total Annual Fees $ 20,200.00
Vernon V5 Upgrade - Master Scope of Work Final.docx Page 36 of 36 Approvals
IN WITNESS WHEREOF the parties hereto have duly executed this Scope of Work to be effective as of the Effective Date.
N. HARRIS COMPUTER CORPORATION
Per:
Name: Hari Subramaniam
Title: Executive Vice President
CITY OF VERNON
Per:
Name:
Title:
Per:
Name:
Title:
Attest:
________________________
Lisa Pope, City Clerk
Approved as to Form:
________________________
Zaynah Moussa, City Attorney
SUPPORT AND MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the19th day of October, 2023.
BETWEEN:
N. HARRIS COMPUTER CORPORATION
(“Harris”)
- and –
THE CITY OF VERNON
(“Organization”)
RECITALS
1. Harris has licensed to Organization certain Software pursuant to a Software License Agreement;
2. The Organization wishes to receive support and maintenance services related to the Software; and
3. Harris shall provide the support and maintenance services related to the Software.
NOW THEREFORE, in consideration of the mutual covenants set out in this support and maintenance agreement (the “Support and Maintenance Agreement”) and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:
1. Defined terms:
(1) “Release” means an Update and an Upgrade.
(2) “Software” means the software products that are listed in Exhibit 1 and includes any Update(s) or Upgrade(s) that have been provided to Organization. Third Party Software is not included in the definition of Software except where this License Agreement explicitly states otherwise. (3) “Update” means any published changes, additions or corrections to the Software that primarily include a minor modification or enhancement to the Software related to a bug fix, minor additional functionality or legislative changes. An Update is designated by a change in the right-most digit in the version number (for example, a change from X.1 to X.2). (4) “Upgrade” means a major overhaul of the Software which is a complete new published version of the Software that modifies, revises or alters the Software and adds features, functionality or enhancements to such Software. An Upgrade is designated by a change in the number to the left of the decimal point in the version number (for example, a change from 1.X to 2.X.
DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE
2. This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between Harris and Organization.
3. Harris shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in Exhibit 2 hereto and which are in effect as of the Start Date (July 1, 2023), as such services may, at Harris’s sole discretion, be modified orsupplemented from time to time. To enable Harristo provide effective support, the Organization will establish auto remote access procedures compatible with Harris’s then current practices which may be revised over time.
4. This Support and Maintenance Agreement becomes effective from the date hereof.
5. In consideration for the support services specified in Section 2, Organization shall pay the “Support and Maintenance Fee” as detailed in Exhibit 1 below. The Support and Maintenance Fee will be billed annually in advance each year of the Term (including any renewals or extensions) beginning on the Start Date and thereafter on the anniversary of the Start Date or on an alternative date mutually agreed to by both parties. Harris may change the Support and Maintenance Fee from time to time on each one-year anniversary of the Agreement during its Term (including any renewal terms) but Organization shall only be billed once per year. It is specifically understood that, due to certain complications and circumstances, the invoice for the July 1, 2023 to June 30, 2024 annual fee has not be paid as of the making of this Agreement, but that Harris will waive any additional fees or remedies for non-payment so long as the invoice is paid on or before October 30, 2023.
6. In addition to the Support and Maintenance Fee, Organization shall reimburse Harris for its direct expenses in providing support services (“Billable Fees”) pursuant to this Agreement which include:
(i) its direct travel expenses which are excluded from the total fees amount described in the Statement of Work, including, but not limited to reasonable hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (ii) courier services, photocopying, faxing and reproduction, all reasonable travel costs (hotel and airfare) including a travel time rate of $75.00 per hour; (iii) a per diem rate of $70.00 for week days and a $140.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (receipts to be provided upon Organization’s request); (iv) a mileage charge based on the current U.S. Internal Revenue Service recommended rate per mile, long distance telephone calls; and (v) all other reasonable expenses incurred in the performance of Harris's duties including courier services and documentation copying or production; and (vi) Any direct expense in excess of $500 must be pre-approved in writing by Organization.
7. Harris may update its reimbursement policies and rates related to the Billable Fees from time to time, in which case such updated policies shall apply for purposes of this Agreement, provided that such updated reimbursement policies must generally apply to all clients of Harris.
8. Harris shall supply all Updates to Organization at no additional charge other DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE than the payment of the Support and Maintenance Fee. Updates and Upgrades may require additional services to be performed by Harris outside of the scope of those services provided by Harris including additional training not covered by any agreement(s) for the installation and implementation of the Update and Upgrades that will be subject to the Harris’s then-prevailing policies, terms and Billable Fees related to pricing and hourly rates. All such services shall be performed subject to a newly negotiated Scope of Work.
9. All Updates of the Software and all those services listed in Exhibit 2 which are included as part of Organization’s Software support will be made available to Organization at no additional charge other than the payment of the Support and Maintenance Fee.
10. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. Harris shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Harris may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Support and Maintenance Agreement shall be paid by Organization and such sums shall be due and payable to Harris upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by Organization. For the sake of clarity, all of the fees listed in this Support and Maintenance Agreement are not inclusive of any applicable taxes: the Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes.
11. The term of this Support and Maintenance Agreement shall be three years.
Organization shall pay the then prevailing Support and Maintenance Fee in advance for each term of the Support and Maintenance Agreement and where the notice of nonrenewal has not been provided in accordance with these terms, the Organization is obliged to pay the Support and Maintenance Fee for the then applicable term; notwithstanding the foregoing, Harris shall not increase annual support and maintenance fees more than Eight (8%) percent in any year. The termination of this Support and Maintenance Agreement by Organization shall not affect the existing license agreement(s). Harris shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated.
Organization acknowledges that if this Support and Maintenance Agreement is terminated, then it will not be eligible to receive the benefits of this Support and Maintenance Agreement including the right to Releases or to access the source code in escrow upon the occurrence of any event of default.
12. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by Harris in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with Harris, and Organization shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement.
13. Harris shall have the right to terminate this Support and Maintenance Agreement immediately if:
(a) Organization attempts to assign this Support and Maintenance Agreement or any of its rights hereunder without complying with the relevant license DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE agreement; or
(b) Organization has not paid an invoice within ninety (90) days of the start of a renewal term.
14. Unless otherwise agreed to by the parties, all notices required hereunder shall be made in accordance with the provisions of the relevant license agreement.
15. Either party’s lack of enforcement of any provision in this Support and Maintenance Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision and the non-breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other.
16. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, e-mails or other correspondence submitted by Organization.
17. Proprietary or confidential portions of this Support and Maintenance Agreement shall be deemed confidential in nature and neither Organization nor Harris shall divulge those provisions to any third party except as may be required by law.
18. (a) Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (b) The Organization and Harris recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of Harris arising from this Support and Maintenance Agreement. The parties agree that in all such circumstances the Organization’s remedies and Harris’s liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Support and Maintenance Agreement.
(c) FOR BREACH OR DEFAULT BY HARRIS OR OTHERWISE IN
CONNECTION WITH THIS SUPPORT AND MAINTENANCE
AGREEMENT, INCLUDING A BREACH OR DEFAULT ENTITLING
THE ORGANIZATION TO RESCIND OR BE DISCHARGED FROM THE
PROVISIONS OF THIS SUPPORT AND MAINTENANCE AGREEMENT,
THE ORGANIZATION’S EXCLUSIVE REMEDY, IN ADDITION TO
ELECTING IF SO ENTITLED TO RESCIND OR BE DISCHARGED
FROM THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE
AGREEMENT, SHALL BE PAYMENT BY HARRIS OF THE
ORGANIZATION’S DIRECT DAMAGES TO A MAXIMUM AMOUNT
EQUAL TO, AND HARRIS SHALL IN NO EVENT BE LIABLE IN
EXCESS OF, THE AMOUNT OF FEES ACTUALLY PAID BY THE
ORGANIZATION TO HARRIS UNDER THIS SUPPORT AND
MAINTENANCE AGREEMENT DURING THE THEN-CURRENT TERM
(NOT TO EXCEED 12 MONTHS) OF THE SUPPORT AND
MAINTENANCE AGREEMENT UP TO AND INCLUDING THE DATE OF
TERMINATION.
(d) IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL
DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE
HARRIS BE LIABLE FOR, ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES EVEN IF HARRIS HAS BEEN ADVISED
OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, HARRIS SHALL NOT BE LIABLE
FOR LOST PROFITS, LOST BUSINESS REVENUE, FAILURE TO
REALIZE EXPECTED SAVINGS, OTHER COMMERCIAL OR
ECONOMIC LOSS OF ANY KIND, OR FOR ANY CLAIM
WHATSOEVER AGAINST THE ORGANIZATION BY ANY OTHER
PARTY.
(e) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM,
DEMAND OR ACTION BY THE ORGANIZATION IRRESPECTIVE OF
THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH
CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT.
19. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall apply even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person’s affiliates and to its shareholders, directors, officers, employees and affiliates.
20. Where remedies are expressly afforded by this Support and Maintenance Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of the Harris arising out of or in connection with this Support and Maintenance Agreement, notwithstanding any remedy otherwise available at law or in equity.
21. This Agreement shall be governed by the laws of the State of California, without regard to its conflicts of law principles.
22. This Support and Maintenance Agreement may not be assigned by the Organization unless, concurrently with any such assignment, the Organization assigns its rights under, and complies with the provisions of the relevant license agreement.
23. This Support and Maintenance Agreement shall be binding upon the successors and assigns of the parties and enure to the benefit of the successors and permitted assigns of the parties.
24. The invalidity or unenforceability of any provision or covenant contained in this Support and Maintenance Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect.
25. This Support and Maintenance Agreement may be executed in counterparts (whether by facsimile signature or in PDF format via e-mail or otherwise), each of which when DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE so executed shall constitute an original and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be effective as of July 1, 2023.
N. HARRIS COMPUTER CORPORATION
Per:
Name:
Title:
THE CITY OF VERNON
Per:
Name:
Title:
ATTEST: ___________________________________
Lisa Pope, City Clerk
Date: _____________________________________
APPROVED AS TO FORM: _____________________
Zaynah N. Moussa, City Atorney
Date: ______________________________________
DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE Yusuf Jiwajee
Senior Director, Client Services
City Administrator
Carlos Fandino
Exhibit 1
Annual Support and Maintenance Fee
Payment Schedule
Jul 1, 2023 – Jun 30, 2024
• CIS Infinity – annual fee…………..…………….……. $52,700.55
DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE Exhibit 2
Standard Support and Maintenance Services – Standard Guidelines The purpose of this Exhibit 2 is to provide our customers with information on our standard coverage, the services which are included as part of your annual software support, a listing of call priorities, an outline of our escalation procedures and other important details.
Harris reserves the right to make modifications to this document as required; provided, however, Harris shall not reduce the scope of support provided hereunder without the prior consent of the Organization.
The services listed below are services that are included as part of your software support. • 800 Toll Free Telephone support
• Software for Life
- Guaranteed Support on your existing applications for life - Scheduled assistance for installations, updates/upgrades and other special projects (there may be charges depending on the scope of work)
• Technical troubleshooting and issue resolution
• E-mail support call logging and notification
• eSupport access 24 x 7 with the following on-line benefits:
- Log and close calls
- View and update calls
- Update contact information
- Access published documentation
- Access available downloads
- Access Support knowledge base
- Participate in Discussion Forums
• Standard software releases and updates
- Defect corrections (as warranted)
- Planned enhancements
- State and/or Federal mandated changes (charges may exist depending on scope) - Participation in beta program
- Release notes
• Customer Care Program
- Quarterly News Letter with support tips
- Technical support bulletins
- Communication on new products and services
- On-site visits (as required)
• Design review for potential enhancements or custom modifications • Ability to attend the annual customer conference (attendance fees apply) DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE Help Desk Hours
Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. After hours telephone support is available from 8:00 p.m. EST through to 8:00 a.m. EST. Weekend and holiday assistance is available and must be scheduled in advance and in most cases is billable.
Response Times
Response times will vary and are dependent on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however calls will be escalated based on the urgency of the issue reported. Our response time guidelines are as follows:
Priority 1: 1 - 4 hours
Priority 2: 1 - 8 hours
Priority 3: 1 - 24 hours
Call Priorities
In an effort to assign our resources to incoming calls as effectively as possible, we have identified three types of call priorities, 1, 2 and 3. A Priority 1 call is deemed by our support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as follows:
Priority 1 – High
• Security issues
• System Down (Software Application, Hardware, Operating System, Database) • Inability to process bills
• Program errors without workarounds
• Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Priority 2 - Medium
• System errors that have workarounds
• Reports calculation issues
• Printer related issues (related to interfaces with our software and not the printer itself) • Hand-held issues not preventing billing
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific) Priority 3 - Low
• Report formatting issues
• Training questions, how to, or implementing new processes • Aesthetic issues
• Issues with workarounds
• Recommendations for enhancements on system changes
• Questions on documentation
DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE Call Process
All issues or questions reported to support are tracked via a support call or ticket; our support analysts cannot provide assistance unless a support call or ticket is logged. Our current process for logging calls and tickets includes the following: eSupport (via website), email, phone and fax. • Your ticket must contain at a minimum: your organization name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of your question or issue and any other information you believe pertinent. • Our ticketing system or one of our support analysts will provide you with a ticket ID to track your issue.
• Your ticket will be assigned to the first available support representative. • As the support representative assigned to your ticket investigates your issue, you will be contacted and advised as to where the issue stands and the course of action that will be taken for resolution. If we require additional information, you will be contacted by the assigned support representative to supply the information required. • All correspondence and actions associated with your ticket will be tracked in our support ticketing system. At any time, if available to you, you may log onto our ticketing system to see the status of your call.
• Once your issue has been resolved, you will receive an automated notification by email that your ticket has been closed. This email will contain the entire event history of the issue from the time the ticket was created and leading up to the resolution of the issue.
You also have the option of viewing both your open and closed tickets, if available to you, via our support ticketing system.
• Contact the support department at your convenience for a status update on your development issues, or log onto our ticketing system (if available to you) to view your issues on-line.
Escalation Process
Our escalation process is defined below. This process has been put in place to ensure that issues are being dealt with appropriately. If at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate with the support department as follows:
Level 1: Contact the support analyst working on your issue Level 2: Contact the Team Lead
Level 3: Contact the Manager of Support
Level 4: Contact the Vice President of Support Services Level 5: Contact the Executive Vice President
DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE Holiday Schedule
Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below.
New Year's Day Closed
President’s Day Closed
Memorial Day Closed
Independence Day Closed
Labor Day Closed
Thanksgiving Closed
Christmas Eve Early Closure
Christmas Day Closed
New Year’s Eve Early Closure
Billable Support Services
The services listed below are services that are out of scope of your support and maintenance agreement and are therefore considered billable services. • Extended telephone training
• Forms redesign or creation (includes Bill Prints, Notice Prints and Letters) • Setup and changes to interfaces or creation of new interface • Setup of new services or changes to services (PAP, ACH, etc.) • File imports/exports
• Custom modifications (reports, bills, forms, reversal of customizations) • Setting up additional companies / agencies / tokens / general ledgers • Data conversions / global modification to setup table data • Database maintenance, repairs and optimization
• Installations / re-installations (workstations, servers) Test Databases and Environments
We support customers in the maintenance of independent test environments for testing purposes.
This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment.
Connection Methods
To ensure we can effectively support our clients, we require that a communication link is established and maintained between our two sites. It is the Organization’s responsibility to ensure the connection is valid at your location so that we can connect to your site and resolve any issues. Our preferred method of connection is through Remote Desktop which can be accomplished using a VPN account and the MS Windows Remote Desktop client or a variety of remote connection tools (logmein.com, TeamViewer, join.me, VNC, etc). Harris will work with the client to establish a mutually agreeable remote connection policy.
DocuSign Envelope ID: 2D348240-C605-4261-AAEC-2F9FD4588BAE City Council Agenda Report
Meeting Date: November 7, 2023
From: Lisa Pope, City Clerk
Department: City Clerk
Submitted by: Lisa Pope, City Clerk
Subject
April 9, 2024 General Municipal Election
Recommendation
A. Adopt Resolution No. 2023-26 calling and giving notice of an all-mail ballot General Municipal Election to be held on Tuesday, April 9, 2024, for the election of a City Council Member as required by the provisions of the Charter of the City of Vernon and to submit a ballot measure to the voters to establish a transient occupancy tax;
B. If desired, determine authors of arguments and rebuttals; C. Direct the City Clerk to transmit a copy of the measure to the City Attorney for preparation of the impartial analysis; and
D. Adopt Resolution No. 2023-27 requesting the Board of Supervisors of the County of Los Angeles render specified services to the City relating to the conduct of a General Municipal Election to be held on Tuesday, April 9, 2024.
Background
Pursuant to Vernon Charter Section 5.1 and Municipal Code Section 2.28.020, the City of Vernon conducts all-mail ballot General Municipal Elections on the second Tuesday of April each year.
The City Council is required to adopt various resolutions to begin the election process.
Resolution Calling the Election
The first resolution calls the election on Tuesday, April 9, 2024, for the election of one member of the City Council for a full five (5) year term and to submit a ballot measure to the voters to establish a transient occupancy tax.
Ballot Measure
On August 31, 2023, zoning changes went into effect allowing hotels in the City of Vernon.
Transient occupancy taxes (TOT) are not paid by residents nor hotel operators but instead are paid by visitors staying in hotels and help fund local services visitors use while staying in the City.
The zoning changes also allow the development of single-family and multifamily residential properties. The TOT would apply to short-term rental (less than 30 days) of those properties typically through e-commerce sites such as Airbnb.
Of the 88 cities in Los Angeles County, only 15 cities including Vernon do not have a TOT. The average rate for the 73 cities with a TOT is 10.5%. The rate for the cities’ immediately surrounding Vernon is 14% for the City of Los Angeles, 12% for County Unincorporated, 12% for Commerce, 5% for Maywood, and 5% for Huntington Park. Staff recommends a 10% TOT.
The proposed ballot measure requires approval by a simple majority of those casting ballots on the measure. Pursuant to California Elections Code Section 13119(b), the proposed ballot language must include an estimate of the annual revenue to be raised by the tax. Because there are no existing hotels in Vernon, staff conducted an analysis of projected TOT revenue in conjunction with Willdan Financial Services, a third-party consultant with expertise in public sector finance and TOT studies. Based on a conservative estimate of 20 hotel rooms in the rezoned areas and using a weighted average of Revenue per Available Room based on the total room inventory in three selected submarkets (Los Angeles – Southeast, Pasadena/Glendale/Burbank, and South Bay), staff and Willdan estimate total annual hotel revenue of $845,390. With the proposed TOT rate of 10%, the City could expect to collect approximately $84,539 in annual TOT revenues.
Written Arguments and Rebuttals
The Elections Code provides regulations for written arguments and rebuttals, including deadlines for submission. Arguments are due no later than November 21, 2023, and rebuttals must be submitted by December 4, 2023.
If the City Council desires to delegate this responsibility to one or two members, it should determine the authors.
Impartial Analysis
Elections Code Section 9280 provides for the City Attorney to prepare an impartial analysis, showing the effect of the measure. The impartial analysis is due on the same date as the initial arguments, November 21, 2023.
Resolution Requesting County Services
The second resolution requests the services of the Los Angeles County Elections Department to provide appropriate forms, signature verification services, and prepare, print, and mail official ballots and ballot materials.
Candidate Statement Regulations
Elections Code Section 13307 allows candidates to prepare a candidate statement for inclusion in the voter’s pamphlet.
On October 21, 2014, the Council adopted Resolution No. 2014-64 adopting regulations regarding candidate statements submitted to voters. This resolution applies to the April 2024 election.
Nomination Period
The nomination period begins on December 18, 2023, at which time candidates may obtain nomination papers and required filing materials from the City Clerk Department. The last day to file nomination papers is January 16, 2024. If the incumbent fails to file, the nomination period will be extended to January 22, 2024.
Ballot Drop-Off Locations
In prior elections, the City has offered an additional ballot drop-off location on election day. Staff will consider options for providing the best value for voters and will inform voters of such.
Fiscal Impact
The fiscal impact is estimated at $20,000. Sufficient funds are available in the General Fund, City Clerk Department, Elections Account No. 011-010-125-529300 for the current fiscal year.
Attachments
1. Resolution No. 2023-26
2. Resolution No. 2023-27
3. Resolution No. 2014-64
RESOLUTION NO. 2023-26
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON,
CALIFORNIA, CALLING AND GIVING NOTICE OF AN ALL-MAIL BALLOT GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, APRIL 9, 2024, FOR THE ELECTION OF A CITY COUNCIL MEMBER AS
REQUIRED BY THE PROVISIONS OF THE CHARTER OF THE CITY OF
VERNON AND TO SUBMIT A BALLOT MEASURE TO THE VOTERS TO
ESTABLISH A TRANSIENT OCCUPANCY TAX
SECTION 1. Recitals.
A. In April 2024, the term of one Vernon City Council Member will expire.
B. Under the provisions of the City of Vernon Charter, a General Municipal Election shall be held on April 9, 2024, for the election of one Municipal Officer.
C. Additionally, the City Council desires to submit a ballot measure to the voters to add Vernon Municipal Code Section 3.22, establishing a transient occupancy tax.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:
SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct.
SECTION 3. Pursuant to the requirements of the State of California, and the Vernon Charter and Municipal Code, there is called and ordered to be held in the City of Vernon, California, on Tuesday, April 9, 2024, a General Municipal Election conducted by all-mail ballot for the purpose of electing one (1) Member of the City Council for the full term of five (5) years and submitting a ballot measure to the voters.
SECTION 4. The City Council, pursuant to its rights and authority, does order submitted to the voters at the General Municipal Election the following question:
Shall the measure establishing a ten percent (10%) transient occupancy tax to fund general services in the City of Vernon, such as street and sidewalk repairs, public safety, and City health services, to be paid by hotel guests staying within the City of Vernon, providing an estimated $84,539 annual
revenue for general government use until ended by voters, with all funds locally controlled, be adopted?
YES
NO
SECTION 5. Pursuant to California Constitution Article XIIIC, the measure requires approval by a majority vote of those casting ballots on the measure.
Resolution No. 2023-26
_______________________
SECTION 6. The full text of the ordinance is attached as Exhibit A and shall be printed in the Voter Information Pamphlet.
SECTION 7. The ballots to be used at the election shall be in form and content as required by law.
SECTION 8. The City Clerk is authorized, instructed, and directed to procure and furnish any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election by all-mail ballot.
SECTION 9. Pursuant to the Municipal Code and Charter, the Election shall be conducted by all-mail ballot, and shall be conducted pursuant to California Elections Code Section 4100, et seq. Ballots cast in this Election shall be returned to the Office of the City Clerk no later than 8:00 p.m. on election day in order to be counted. Ballots postmarked on election day and received no later than seven (7) days following the day of the election will also be counted.
SECTION 10. In accordance with Elections Code Section 15651(b), in the event of a tie vote (if any two or more persons receive an equal and the highest number of votes for an office) as certified by the Elections Official, a special runoff election shall be conducted to resolve the tie vote and such special runoff election is to be held on a Tuesday not less than 40 days nor more than 125 days after the administrative or judicial certification of the election which resulted in a tie vote.
SECTION 11. In all particulars not recited in this resolution, the Election shall be held and conducted as provided by law for holding municipal elections.
SECTION 12. Notice of the time and place of holding the Election is given and the City Clerk is authorized, instructed, and directed to give further or additional notice of the election, in time, form, and manner as required by law.
SECTION 13. The City Council of the City of Vernon authorizes the City Clerk to administer said Election and all reasonable and actual election expenses shall be paid by the City upon presentation of a properly submitted bill. / / /
/ / /
/ / /
Resolution No. 2023-26