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HomeMy WebLinkAbout2015-04-07; City Council; 21913; Approving Amendment 1 Agreement Allied Digital Services LLC Help DeskCITY OF CARLSBAD - AGENDA BILL AB# MTG. DEPT. 21.913 4/7/2015 ASD/IT ADOPT RESOLUTION APPROVING AMENDMENT NO.I TO THE MASTER SERVICE AGREEMENT WITH ALUED DIGITAL SERVICES, LLC FOR IT HELP DESK SERVICES DEPT.DIRECroR CITY ATTY. CITY MGR. RECOMMENDED ACTION: That City Council adopt Resolution No. 2015-079 approving amendment No. 1 to the Master Services Agreement with Allied Digital Services, LLC. For IT Help Desk Services. ITEM EXPLANATION: In order to facilitate the hiring of qualified candidates for the new Service Desk, the city has worked with Allied Digital Services, LLC to revise the process and terms of the agreement. In the original agreement, all prospective city service desk agents, including onsite agents; were required to undergo a full background check and polygraph. Due to the rigorous nature ofthe screening. Allied Digital has exhausted their current employee pool. This amendment relaxes some ofthe screening requirements and allows the City to screen prospective agents prior to them becoming an Allied Digital employee, since these employees will not be required or allowed to service police systems that require OIS compliance. In addition to those services contained in the Agreement, as may have been amended from time to time. Allied Digital and City agree to amend Exhibit A, Section 4 Help Desk Responsibilities - Operations by deleting the current tasks: 1 Interview, screen and hire Help Desk staff as required for this engagement, in compliance with City's back grounding requirements. All ADSL-US staff performing Help Desk services for City must pass City's background investigation and polygraph. 1.1 Conduct background process, including costs associated with background investigations and polygraph, and provide a staff ID for the staff members passing background check and polygraph. And replacing them with: 1 Interview, screen and hire Help Desk staff as required for this engagement, in compliance with City's Background Process requirements. All ADSL-US staff performing Help Desk services for City must pass City's Background Process investigation before being eligible to perform services underthis Agreement. DEPARTMENT CONTACT: Randy Lagman 760-602-2789 Randy.Lagman@carlsbadca.gov FOR CLERK USE. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER - SEE MINUTES • AMENDED • REPORT RECEIVED • Amen. No. 1 to Allied Digital Page 2 of 2 1.1 Conduct Background Process, including costs associated with background investigations of those existing ADSL-US employees tendered to provide services under this Agreement, and provide a staff ID for the staff members passing background check. In addition to the above changes, Allied Digital and City agree to amend Exhibit A, Section 4 Help Desk Responsibilities - Operations by adding tasks 1.2 and 1.3 to read as follows: 1.2 Allied Digital may tender qualified applicants to the city, who may have been interviewed and screened but have not yet been hired by Allied Digital to perform services under this Agreement, for city to conduct its Background Process on said qualified applicant. The goal of this task 1.2 is to permit Allied Digital the opportunity to present to the city qualified applicants who are not current employees of Allied Digital for the purpose of first completing the city's Background Process and, if an applicant is successful in passing the city's Background Process will then be hired by Allied Digital to perform services required underthis agreement. 1.3 City will conduct its Background Process on qualified applicants tendered to the city by Allied Digital for the purpose of providing services required by this Agreement. City shall invoice Allied Digital the actual cost of performing the "pre-employment" Background Process on each said qualified applicant. City shall invoice Allied Digital the cost of said "pre-employment" qualified applicant Background Process within 30 days of completion of the qualified applicant's Background Process. Allied Digital shall pay the invoice within 30 days of mailing. In the event that Allied Digital fails to timely pay the invoice when due, city may deduct the amount due from any fees due or payable to Allied Digital. FISCAL IMPACT: There is no change to the previously approved fiscal impact of the original agreement. ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: Exhibit 1 Resolution 2015-079 Exhibit 2 Master Services Agreement Amendment No. 1 with Allied Digital Services, LLC. Exhibit 3 Master Services Agreement with Allied Digital Services, LLC. EXHIBIT 1 1 RESOLUTION NO. 2015-079 3 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CAUFORNIA, APPROVING AN AMENDMENT TO THE MASTER SERVICE AGREEMENT WITH ALUED DIGITAL SERVICES, LLC FOR IT 4 HELP DESK SERVICES 5 WHEREAS, the City's existing Master Service Agreement with Allied Digital Services, LLC 6 1 defines Allied Digital Services, LLC as responsible for Inten/iewing, screening and hiring Help 8 Desk staff for this Agreement and that said staff would be required to submit to and pass City's ^ background investigation and polygraph within the first six months ofthe engagement; and WHEREAS, the City's existing Master Service Agreement with Allied Digital Services, LLC 11 defines the City as responsible for conducting the background process, including the costs 12 associated with background investigation and polygraph of those Allied Digital staff members j4 assigned to this engagement; and 15 WHEREAS, the Parties have performed in good faith with respect to said Party's Responsibilities and notwrithstanding each Party's best efforts. Allied Digital services, LLC is having difficulty in attracting qualified individuals to Interview, screen, hire and tender to City for City to background, polygraph, and qualify an Allied Digital staff member to perform services at the City pursuant to the terms and conditions ofthe Agreement; and 21 WHEREAS, The Parties recognizing the need to attract more potential applicants who 22 can become qualified to perform the services required herein; and 23 WHEREAS, The Parties recognize that the scope of this contract is focused on providing Help Desk Services to City staff members in all City areas EXCEPT Carlsbad Police Department ("CPD"), and addition of CPD Help Desk Services will entail a new contract scoped specifically for CPD; and 17 18 19 20 24 25 26 27 28 If WHEREAS, Allied Digital would like the ability to tender pre-hire applicants to the City so that City may conduct its Background Process on said applicant, without Allied Digital first having to have interviewed, screened, and hired said applicant only to present said applicant to 1 WHEREAS, City has created a security implementation that effectively separates the 2 CPD network and systems from the remainder of City resources, thereby preventing Allied Digital staff members any access to CPD resources and networks; and WHEREAS, The Parties recognize that City will, going forward, conduct its background investigations of fiAWed Digital staff members and potential applicants according to City's Human Resource ("HR") Department standards for non-law enforcement background 8 investigation; and 9 10 11 12 j2 the City to conduct the Background Process, and then learning that said applicant failed the 14 Background Process; and 15 WHEREAS, City is willing to conduct its Background Process on potential Allied Digital applicants that will be placed by Allied Digital to perform the services required under this 17 Agreement with the City; and 18 WHEREAS, The Parties have agreed to amend Exhibit A, Section 4 Help Desk 19 2Q Responsibilities - Operations and Fee as set forth below. 21 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, 22 California, as follows that: 23 1. The above recitations are true and correct. 24 25 2. In addition to those services contained in the Agreement, as may have been 26 amended from time to time. Allied Digital and City agree to amend Exhibit A, Section 4 Help 27 28 4 1 Des^c Responsibilities - Operations by deleting the current tasks 1 and 1.1 and replace tasks 1 2 and 1.1 to read as follows: 3 „ 1. Interview, screen and hire Help Desk staff as required for this engagement, in 4 compliance with City's Background Process requirements. All ADSL-US staff performing Help Desk services for Qty must pass City's Background Process investigation before being eligible to perform services underthis Agreement. -J 1.1 Conduct Background Process, including costs associated with background investigations of those existing ADSL-US employees tendered to provide services 8 under this Agreement, and provide a staff ID for the staff members passing background check. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. In addition to the above changes, Allied Digital and City agree to amend Exhibit A, Section 4 Help Desk Responsibilities - Operations by adding tasks 1.2 and 1.3 to read as follows: 1.2 Allied Digital may tender qualified applicants to the City, who may have been interviewed and screened but have not yet been hired by Allied Digital to perform services under this Agreement, for City to conduct its Background Process on said qualified applicant. The goal of this task 1.2 is to permit Allied Digital the opportunity to present to the City qualified applicants who are not current employees of Allied Digital for the purpose of first completing the City's Background Process and if an applicant is successful in passing the City's Background Process will then be hired by Allied Digital to perform services required under this Agreement. 1.3 City will conduct its Background Process on qualified applicants tendered to the City by Allied Digital for the purpose of providing services required by this Agreement. City shall invoice Allied Digital the actual cost of performing the "pre- employment" Background Process on each said qualified applicant. City shall invoice Allied Digital the cost of said "pre-employment" qualified applicant 1 Background Process within 30 days of completion of the qualified applicant's 2 Background Process. Allied Digital shall pay the invoice within 30 days of mailing. 3 In the event that Allied Digital fails to timely pay the invoice when due. City may 4 deduct the amount due from any fees due or payable to Allied Digital. 5 6 4. All other provisions ofthe Agreement, as may have been amended from time to 7 time, will remain in full force and effect. 8., 5. All requisite insurance policies to be maintained by Contractor pursuant to the 9 Agreement, as may have been amended from time to time, will include coverage for this Amendment. 1 \ 6. The individuals executing this Amendment and the instruments referenced in it 12 on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. // // // 13 14 15 16 17 18 // 19 // 20 21 22 23 24 25 // 26 27 28 // // // // // 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 7*^ day of April, 2015, by the following vote to wit: AYES: NOES: ABSENT: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. None. BARBARA ENGLESOfsf; City Clerk (SEAL) o^V^.^.'^^c''- AMENDMENT NO. 1 TO AGREEMENT FOR IT HELP DESK SERVICES ALLIED DIGITAL SERVICES, LLC This Amendment No. 1 is entered into and effective as of the ^S"^ day of ApiriCj 2015, amending the agreement dated September 23, 2014 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Allied Digital Services, LLC, a Delaware limited liability company, ("Allied Digital" or "ADSL-US") (collectively "Parties"), with its principal location of business at 18701 S. Figueroa Street, Gardena, CA 90248. RECITALS A. Exhibit A to the Agreement assigned the Parties various roles and responsibilities reiated to performance of this Agreement; and B. Pursuant to Exhibit A, Section 4 Help Desk Responsibilities - Operations Task 1, As td Digital was tasked with interviewing, screening and hiring Help Desk staff for this Agreement and that said staff would be required to submit to and pass City's background investigation and polygraph within the first six months ofthe engagement; and C. Pursuant to Exhibit A, Section 4 Help Desk Responsibilities - Operations Task 1,1, City would conduct the background process, including the costs associated with background investigation and polygraph of those Allied Digital staff members assigned to this engagement; and D. The Parties have performed in good faith with respect to said Party's Section 4 -ielp Desk Responsibility and notwithstanding each Party's best efforts. Allied Digital is having fiifficulty in attracting qualified individuals to interview, screen, hire and tender to City for City to background, polygraph, and qualify an Allied Digital staff member to perform services at the City pursuant to the terms and conditions of the Agreement; and E. The Parties recognizing the need to attract more potential applicants who can become qualified to perform the services required herein; and F. The Parties recognize that the scope of this contract is focused on providing Help Desk Services to City staff members in all City areas EXCEPT Carlsbad Police Department ("CPD"), and addition of CPD Help Desk Services will entail a new contract scoped specifically for CPD; and G. City has created a security implementation that effectively separates the CPD network and systems from the remainder of City resources, thereby preventing Allied Digital staff members any access to CPD resources and networks; and H. The Parties recognize that City will, going forward, conduct its background i westigations of Allied Digital staff members and potential applicants according to City's Human Resource ("HR") Department standards for non-law enforcement background investigation ; and I. HP's standard background investigation ("Background Process") consists of: (1) three (3) professional references, with one being from a recent immediate supervisor; (2) five (5) years' work verification; (3) education and credentials verification; (4) credit check (if applicable); City Attorney Approved Version 1/30/13 (5) Livescan fingerprint inquiry for criminal records; and (6) specialized inquiries depending on job position (e.g. Department of Transportation [DOT] license, etc.) or unique circumstances discovered during the Background Process; and J, Allied Digital would like the ability to tender pre-hire applicants to the City so that City may conduct its Background Process on said applicant, without Allied Digital first having to have interviewed, screened, and hired said applicant only to present said applicant to the City to conduct the Background Process, and then learning that said applicant failed the Background Process; and K. City is willing to conduct its Background Process on potential Allied Digital applicants that will be placed by Allied Digital to perform the services required under this Agreement with the City; and L, The Parties have agreed to amend Exhibit A, Section 4 Help Desk Responsibilities - Operations and Fee as set forth below; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Allied Digital agree as follows: 1. The above recitals are true and incorporated herein. 2. In addition to those services contained in the Agreement, as may have been amended from time to time, Allied Digital and City agree to amend Exhibit A, Section 4 Help Desk Responsibilities - Operations by deleting the current tasks 1 and 1.1 and replace tasks 1 and 1.1 to read as follows: 1 Interview, screen and hire Help Desk staff as required for this engagement, in compliance with City's Background Process requirements. All ADSL-US staff performing Help Desk services for City must pass City's Background Process investigation before being eligible to perform services under this Agreement. 1.1 Conduct Background Process, including costs associated with background investigations of those existing ADSL-US employees tendered to provide services under this Agreement, and provide a staff ID for the staff members passing background check. 3. In addition to the above changes, Allied Digital and City agree to amend Exhibit A, Section 4 Help Desk Responsibilities - Operations by adding tasks 1.2 and 1.3 to read as follows: 1.2 Allied Digital may tender qualified applicants to the City, who may have been interviewed and screened but have not yet been hired by Allied Digital to perform services under this Agreement, for City to conduct its Background Process on said qualified applicant. The goal of this task 1,2 is to permit Allied Digital the opportunity to present to the City qualified applicants who are not current employees of Allied Digital for the purpose of first completing the City's Background Process and if an applicant is successful in passing the City's Background Process will then be hired by Allied Digital to perform services required underthis Agreement. City Attorney Approved Version 1/30/13 1.3 City will conduct its Background Process on qualified applicants tendered to the City by Allied Digital for the purpose of providing services required by this Agreement. City shall invoice Allied Digital the actual cost of performing the "pre- employment" Background Process on each said qualified applicant. City shall invoice Allied Digital the cost of said "pre-employment" qualified applicant Background Process within 30 days of completion of the qualified applicant's Background Process. Allied Digital shall pay the invoice within 30 days of mailing. In the event that Allied Digital fails to timely pay the invoice when due. City may deduct the amount due from any fees due or payable to Allied Digital. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. ALLIED DIGITAL SERVICES, INC. CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) (print name/title) By: (sign here) (print name/title) By: Mayor ATTEST: BARBARA ENGLES^^N City Clerk If required by City, proper notarial acknowledgment of execution by Allied Digital must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President,'or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer City Attorney Approved Version 1/30/13 Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Sr. Assistant City At)(^rney City Attorney Approved Version # 05,22.01 AGREEMENT FOR IT HELP DESK SERVICES ALLIED DIGITAL SERVICES, LLC ^ THIS AGREEMENT is made and entered into as of the g'<^^'^ day of Ogf)bm L^AJ , 20/4 . by and between the CITY OF CARLSBAD, a municipal corporation. ("City"), and Allied Digital Services, LLC, a Delaware limited liability company, ("Contractor"), with its principal location of business at 18701 S. Fiaueroa Street Gardena. CA 90248 RECITALS A. City requires the professional services of an information technology services provider that is experienced in providing outsourced IT Help Desk services. B. Contractor has the necessary experience in providing professional services and advice related to outsourced IT Help Desk services. C. Contractor has submitted a proposal to City in response to a Request for Proposal, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services that are defined in Exhibit A - Statement of Work. Exhibit B - Terminology. Exhibit 0 - Supported Technologies, Exhibit D - Change Request Process, Exhibit E - Project Plan, Exhibit F - Help Desk Activity Volume / Cost Projections, Exhibit G - Allied Digital's Fair Labor Practices Policy, and Exhibit H - Non-disclosure Agreements (collectively refenred to as "Services"). Exhibits A. B, C, D. E, F. G, and H are attached hereto and incorporated herein by this reference. In the event of a conflict between this Agreement and any of the attached Exhibits, this Agreement shall take precedence over any attached Exhibit and any future change request made pursuant to Exhibit D. which will be governed by this Agreement and attached to this Agreement in consecutive Exhibits. 2. STANDARD OF PERFORMANCE While performing the Services. Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern Califomia Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional three (3) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of fijnds for this Agreement by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. Page 1 of 51 5. COMPENSATION The total fee payable for the Services to be perfomied during the initial Agreement term will not exceed one million, three hundred forty one thousand, five hundred ninety four dollars $1.341.594 USD), as detailed Exhibit A. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention on any invoice for services until City has accepted the Services specified in the applicable Statement of Work. Incremental payments, if applicable, will be set forth in the Exhibit A. 6. STATUS OF CONTRACTOR Contractor will perfomn the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to a Statement of Work will be the full and complete compensation to which Contractor is entitled for that Statement of Woric. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax. retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services. Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will creatie any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in wrifing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys' fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' Page 2 of 51 13 compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expirafion or eariy termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the durafion of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance can-ier admitted and authorized to do business in the State of Califomia. The insurance carrier is required to have a current Best's Key Rafing of not less than "A-:VH". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnificafion obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contiractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000.000 combined single-limit per occunrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the woric under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability, (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Woricers' Compensation and Employer's Liabilitv. Workers' Compensation limits as required by the Califomia Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. If any coverage is required beyond the date of completion ofthe work (commonly called "tail" insurance) the matter will be addressed on a case-by-case basis as necessary in connection with a particular Statement of Work. I I If box is checked, Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. Page 3 of 51 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement. Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and ceriiified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work. data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. Contractor will retain all rights in and to any inventions, discoveries, tools or improvements which Contractor owns and which arise out of or fi-om use of Contractor's proprietary, licensed, trademarked or othenwise protected software, tools, programs or other intellectual property. 14. COPYRIGHTS Contractor agrees tiiat all copyrights that arise from the Services will vest in City and Contractor relinquishes all claims to the copyrights in favor of City. To the extent that a copyright does not automatically vest to the City. Contractor shall assign said copyright(s) to the City within 30 days ofthe creation ofthe copyright. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. Page 4 of51 '3 For City For Contractor Name Randy Lagman Name Sunil Bhatt Manager, Operations / Titie Infrastmcture Titie Chief Technology Officer Department Information Technology Address 18701 S. Figueroa Street City of Carlsbad Gardena. CA 90248 Address 1635 Faraday Ave Phone No. 310-431-2330 Carlsbad. CA 92008 Email Sunil.bhatt@allieddigital.net Phone No. 760-602-2789 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST If requested by City. Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully infomned of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware ofthe requirements ofthe Immigration Reform and Confi-ol Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassmenL 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. Page 5 of 51 20. TERMINATION A. Tennination of Agreement In the event of the Contractor's failure to prosecute, deliver, or perfonn the Services, City may terminate this Agreement or any Statement of Work that is the subject for nonperformance by notifying Contractor by certified mail ofthe termination. If City decides to abandon or indefinitely postpone the woric or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of tennination, Contractor has ten (10) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of woric that Contractor has performed which is usable and of worth to City in having the work completed. Based upon that finding City will determine the final payment of the Statement of Woric. Either party upon tendering thirty (30) days written notice to the other party may temninate this Agreement or any Statement of Work govemed by this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work perfonned to the termination date; however, the total will not exceed the lump sum fee payable under the applicable Statement of Woric. City will make the final determination as to the portions of tasks completed and the compensation to be made. B. Removal of an Individual Assigned to Provide Services Under this Agreement If at any time City requests replacement of an individual performing the Services. Contractor will replace that individual with an individual of like skills and experience at no additional charge to City. Such request fi-om City will be in writing, and will include reasonable and non-protective class justification as to the individual's unsatisfactory performance or unsuitability in City's environment Contractor will remove that individual within no more than 10 business days, and will obtain any City resources assigned to that individual and provide resources back to City. In the event the removal request from City is due to a security-related issue, Contractor will terminate that individual's access the same business day requested. 21. COVENANTS AGAINST CONTINGENT FEES Contractor wan-ants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee. commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this wan-anty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fi-aud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 etseq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitied to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a Page 6 of 51 n false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego. State of Califomia. and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This AgreemenL together with any other written document refen-ed to or contemplated by it, along with the purchase order arising out of this Agreement or any Statement of Woric and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. NON-DISCLOSURE AGREEMENTS Contractor and each person assigned by Contractor to work under the provisions of this Agreement shall execute a non-disclosure agreement to tiie benefit of City, as set forth in attached Exhibit G - Non-Disclosure Agreements. 27. FACILITY ACCESS Contractor, its employees, agents and subcontractors, will be granted access to City facilities only in compliance with City's standard administrative and security requirements, and only for the purpose of carrying out Contractor's obligations hereunder. Access to such facilities may be restricted to the standard business hours of the City. Access to such facilities outside standard service hours must be approved in advance by City. Contractor shall have no tenancy, or other property or other rights in such facilities. All Contractor personnel shall carry and produce when requested a valid identification card. Remainder of page intentionally left blank. Page 7 of 51 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. ALLIED DIGITAL SERVICES. LLC CITY OF CARLSBAD, a municipal corporation of the State of Califomia By: q^|i6)i<v (sign here) Sunil Bhatt, Chief Information Officer (print nameAitie) By: Mayor (sign here) Kapil Mehta. CFO (print name/titie) ATTEST: BARBARA ENGLES City Cleric If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer ft-om each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary. CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWEfrCijy^tto;ney ^f.. /^Ist^nt City Attorney Page 8 of 51 I?- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODES 1189 State of California County of cSan^t^SO On 9-1 Ci> ^ / ^ before me( Date personally appeared ^ D Here Insertnyme and Title of the Otflceri Naiiie(s) of Sifiner(s)" ' SHERRY A. FREISINGER Cofflmitskm # 1923SM Notary PHMIC - Califoniia San Diago County ^ who proved to me on the basis of satisfacjory evidence to be the person(s) whose name(s) ^are subscribed to the within instrument and acknowledged to me that h^/sb^Ahey executed the same in his/her/their authorized capacity(ies), and that by hj^h^fAhelr signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument. I certity under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true/and correct. WITNESS my I ficiaL Place Notary Seal Above Signat^ OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuaalejf/persons relying on the docu and could prevent fraudulent removal and reattachment of thisTarm to another document. Description of Attached Document Title or Type of Document: — Document Date: ^ . Number of Pages: Slgner(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Individual • Partner— • Limited • General • Attomey In Fact • Trustee • Guardian or Conservator • Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:. Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney In Fact • Trustee • Guardian or Conservator • Other: RIGHTTHUMBPRINI OF SIGNhH Top of thumb here © 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBITA: Statement of Work 1 Scope Statement Scope of Services includes following end user compute areas for City, excluding Police Department support. • Help Desk • ADiTaaS Incident Management • DSS (Desk side Support Services), IMAC (Install, Move, Add & Change) & Break fix • ROMS (Remote Device Management) & Asset Management • One-Time Transition Services The ADSL-US Global Help Desk ("GSD") will use its proprietary Incident Management System - ADiTaaS. The GSD will field and accept ownership of information technology issues, inquiries and requests submitted by internal company users via the telephone or e-mail. User issues will be logged into the Incident Management System, resolved when possible or routed to resolving groups when required. 2 Pricing. Volume Projections, and Payments year-1 Description Unit of measurement Unit Rate projected volume per month(see Exhibit F) Total Help Desk Transition Fee One time fees $74,896,00 1 $74,896 Help Desk Services - projected volume <see Exhibit F) $337,452 Help Desk Services - Contact center per contact $17.40 415 $86,652 Help Desk Services - Desk side support per full time onsite per month $6,100.00 2 $146,400 Help Desk Services - Remote desktop manaqement $7.00 600 $50,400 Help Desk Services - Service delivery management Not applicable $4,500.00 Not applicable $54,000 Contingency (20% of projected volume) $67,490 Total for Initial Contract Year $473,838 Page 9 of 51 ^1 Compensation Details - Year 2 yea r-2 Description Unit of measurement Unit Rate projected volume per month(see Exhibit F) Total Help Desk Transition Fee $0,00 Help Desk Services - projected volume (see Exhibit F) $351,625 Help Desk Services - Contact center per contact $18.27 415 $90,985 Help Desk Services - Desk side support per full lime onsite per month $6,405.00 2 $153,720 Help Desk Services - Remote desktop manaqement $7.00 600 $52,920 Help Desk Sen/ices - Service delivery management Not applicable $4,500.00 Not applicable $54,000 Contingency (20% of projected volume) $70,325 Total for Initial Contract Year $421,950 Comoensation Details - Year 3 vear-3 Description Unit of measurement Unit Rate projected volume per month(see Exhibit F) Total Help Desk Transition Fee $0.00 Help Desk Services - projected volume (see Exhibit F) $366,506 hlelp Desk Sen/ices - Contact center per contact $18.27 415 $95,534 Help Desk Services - Desk side support per full time onsite per month $6,725.25 2 $161,406 Help Desk Services - Remote desktop management $7-00 600 $55,566 Help Desk Services - Sen/ice delivery management Not applicable $4,500.00 Not applicable $54,000 Contingency (20% of projected volume) $73,301 Total for initial Contract Year $439,807 Total Compensation - Three-year Contract Projected Costs Contingency (20%) Totals Year 1 Transition Fee $74,895 $0 $74,895 Year 1 Help Desk Services $337,452 $67,490 $404,942 Year 2 Help Desk Services $351,625 $70,325 $421,950 Year 3 Help Desk Services $366,506 $73,301 $439,807 Totia Three Year Contract $1,130,477 $211,116 $1,341,594 Page 10 of 51 Additional Volume Rates - Help Desk Service Contacts Number of contacts per month 1-500 501-800 801-1000 1001-1200 1201 + Yearl $17.40 $17.40 $17.40 $17.20 $17.15 Year 2 $18.27 $17.40 $17.00 $16.20 $15.75 Year 3 $19.18 $18.41 $17.98 $16.74 $15.98 Pricing Assumptions ADSL-US has made the following assumptions in the preparation ofthe pricing, schedule and resource estimates contained in this contract. 1. Industry Compliance Requirements - ADSL-US security policy, practices and stored infonnation pertaining to specifically to this engagement can be supplied to City and its engaged agents for audit purposes relating to industry compliances such as Sarbanes Oxiey (SOX) and SAS 70 upon 30 days written notice and detailed outline of information to be obtained from ADSL-US. 2. Pricing is subject to change upon mutual agreement due to variations in service levels, call volume, call duration or size of user base. 3. Activities not explicitly described within this proposal are considered out of scope activities and may result in additional costs. 4. City severity distribution will fall within industry standards as listed below: a. P1 - no more than 5% b. P2 - no more than 10% c. P3 - approximately 75% d. P4 - no more than 10% 5. In the event actual severity distributions fall outside of the assumptions for 2 or more consecutive months, City and ADSL-US will invoke the Change Control Process to negotiate pricing changes. 6. Service calls exceeding 15 minutes in duration can be escalated to ADSL-US on-site resolvers at Help Desk discretion, with possible escalation to City staff as needed. 7. No more than 10% of total incident volume will come into the Help Desk during After Hours defined in section 3. 8. Average Talk Time (ATT) will be monitored on a monthly basis. Pricing is based on an ATT not to exceed 9 minutes. Should this trend higher, ADSL-US will address re-phcing with City. Payments Page n ofSl ADSL-US will invoice City forthe Services monthly in accordance with the terms set forth in this Statement of Work. All undisputed invoices are due and payable no later than 45 days from City's receipt of our invoice. Any invoice not disputed within 45 days after its receipt will be deemed correct and due and payable. ADSL-US reserves the right to suspend Services for non-payment. "Non-payment" means City's failure to pay all undisputed invoices when due. If that situation occurs ADSL-US will serve City with a Notice to Suspend Services for Non-Payment and reference the applicable invoice. If City does not pay ADSL-US within ten (10) calendar days from City's receipt of that notice ADSL-US has the right to suspend the Services without further notice to City until the applicable invoice is paid in full. Sales Tax: ADSL-US prices are exclusive of any federal, state or local sales tax, use tax or excise taxes. Appropriate taxes (if required) will be added to your invoice as a separate line item unless you provide us with lawful evidence of tax exemption. Payment via Check: Allied Digital Services, LLC PO BOX #844318 Los Angeles, CA 90084-4318 Payment via ACH/Wire: Account*: 140015926 ACH & Wire ABA Routing #: 121143626 Name on Account: Allied Digital Services, LLC 3 Service Parameters This section below describes the parameters within which the Help Desk service will be performed. Service description Provide a single point of contact for the acceptance and ownership of Information technology issues, inquiries and requests submitted by City users via the telephone, email, and web, for work-related activities and support. Support will be provided 365 days peryear. Expected total call volume Approximately 450 contacts per month. After hours call volume 10% of total volume. VIP Support Notto exceed 10% of total users. Business hours support Sunday - Saturday 6:00am - 6:00pm Pacific Time. After hours support Sunday - Saturday 6:00pm - 6:00am Pacific Time. Holiday support Support will be provided during City observed holidays. Page 12 of 51 Caller entitlement Verify caller entitlement by following a process defined by City. Location of Resources All Help Desk resources, including systems and staff, will be located within the U.S., with no international communication of data or staff involvement. Languages supported English Remote control Utilization of remote control tool provided by ADSL-US. Help Desk agent team Shared Resources Model. Email to incident conversion User submitted e-mail requests will be converted to an incident and handled according to SLA's. Access number Provided by ADSL-US and included in pricing. Toll free access number can be provided for an additional charge. Incident Management System Allied Digital staff supporting the City will leverage ADSL-provided ADiTaaS Incident Management system. 3.1 Call Handlina Process Page 13 of 51 As shown on the call flow diagram betow, calls routed to the ADSL-US Help Desk will be "triaged", resolved when possible, escalated to internal Level 2 resource, and if they cannot be resolved, escalated to resolving groups. 1. Receiving the Call - City technology users may contact the Help Desk by e-mail or by telephone. The City can also route support calls to the Help Desk through their own dedicated telephone support line. 2. Answering the Call -Help Desk Agents are fluent in U.S. dialect English and will answer calls in a professional and courteous manner. When answering a call the Help Desk Agent will use the City branded greeting. 3. Logging / Triaging the Call - The Help Desk Agent will ask the caller for an existing Incident Reference Number or, if reporting a new issue, the Agent will ask for name. City site or location and a description of their problem or the reason for the call. The Agent will "triage" the call, logging the severity and priority ofthe incident. 4. Incident Support or Escalation - The Help Desk Agent will attempt to solve problems related to computers, hardware, software and other technologies identified by the City. If the issue cannot be resolved, the severity and priority are determined and the incident is escalated according to the City defined escalation procedure. Page 14 of 51 5. Incident Dispatch - For incidents requiring on-site support, ADSL-US's field service dispatch will be used to dispatch a resource on-site to resolve the incident. Othenwise, the Help Desk will escalate the incident to assigned resolving group based upon defined Standard Operating Procedures. 6. Incident Monitoring and Tracking - The Help Desk will monitor progress of dispatched, routed and escalated incidents. Incidents which have exceeded, or are about to exceed SLA's will be reviewed and if required, escalated per the Standard Operating Procedures defined by the City. 7. Incident Closure - The Help Desk verifies (when incident is to be closed at the Help Desk) satisfactory resolution with the end user prior to closure of the incident. Once satisfactory resolution is verified, the incident is updated and closed. 8. Incident Survey - To maintain a high standard of quality, the Help Desk can distribute a brief online survey to each caller allowing those callers to rale their recent service experience. This is an optional service available at the City's discretion. 9. Incident Resolution Documentation - Closed incidents will be reviewed and resolution data used to update existing Standard Operating Procedures, support scripts and knowledgebase. 10. Total Incident Management - Extended call handling time can be integrated to incorporate a Total Incident Management solution to include follow up with resolving groups, daily incident updates, user updates and ownership of resolution regardless of resolver. Extended calls will be reviewed monthly and recommendations will be made to improve the total turnaround time. 4 Help Desk Responsibilities ^^^^^ 71" ./-aM^^.j^^^^,^.^-^^ 1 Provide access number and email address for City end users to contact the Help Desk. 2 Provide Automated Call Distribution (ACD) system handling Cily calls received or routed to Help Desk from City's current number. 3 Publish telephone number and email address so that City end users know how to contact the Help Desk. 4 Require alt City end users to contact the Help Desk for all requests for IT service or support. 5 Configure current phone system to route end user calls to Help Desk ACD System. 6 Leverage Help Desk ACD System to receive / route calls and maintain performance metrics as required for SLA measurements. / 7 Provide Incident Management System to log, track, and report and manage all user incidents received by the Help Desk. Page 15 of 51 8 Define and document PI, P2, P3 and P4 problem/service handling requirements and procedures. 9 Interface with end-users to provide problem resolution via the telephone and remote desktop support for hardware, software, and other technologies identified by City. 10 When issues cannot be resolved within the Help Desk, route to defined resolving group per documented Standard Operating Procedures (SOP). / 11 Require City resolvers to update incident notes or notify Help Desk of resolution progress at least every 2 business days. 12 When placing support calls to Help Desk, provide detail on the failing subsystem, contact info and all call detail. 13 Assign a priority level based upon the business impact ofthe problem as described by the end user. / 14 Emphasize First Call Resolution (FCR) providing prompt resolution to end- user community reducing incident volume for 2"" level support tiers. / 15 Leverage knowledgebase and documented City SOP's to resolve issues in a consistent and procedural manner. 16 Define, prioritize, resolve, escalate, dispatch, and track end-user issues/requests per developed City support scripts and industry best practices to meet agreed-upon Service Levei Agreements (SLA's). 17 Provide accurate and complete descriptions of problems, inquiries and requests in a problem management incident. / 18 Escalate problems and requests according to established procedures. 19 Validate individual identity by providing name and City-provided ID when answering every call. ..iii>i kl' ' ' ' ^ •I 1 Interview, screen and hire Help Desk staff as required forthis engagement, in compliance with City's backgrounding requirements. All ADSL-US staff performing Help Desk services for City must pass City's background investigation and polygraph within the first six months of engagement. Any ADSL-US individual not yet having passed the background investigation and polygraph will be accompanied by a City employee at at! times. 1.1 Conduct background process, including costs associated with background investigations and polygraph, and provide a staff ID for the staff members passing background check and polygraph. 2 Provide an escalation matrix and resolving contacts for the services outlined in this engagement. 3 Abide by ADSL-US fair employment practices in any dealings with ADSL- US employees. 4 Provide a comprehensive list of sites to be supported. This list should include detailed site information (i.e. site name, street address, city, state, zip, phone number, etc.). 5 Ensure City supplied resources (e.g. data, materials, equipment, user ids. Page 16 of 51 etc.) and approvals required for successful ADSL-US performance are provided on a timely basis. 6 Provide technical assistance for any non-standard and/or City specific configuration or infrastructure related technical issues (I.e. custom applications, non-standard peripherals, etc.). 7 Monitor and communicate status of ADSL-US's performance and ensure resolution of concerns. •/ 8 Act as escalation point for all Level 3 escalations. / 9 Attend and actively participate in regularly scheduled status / update calls. 10 Submit accurate and timely invoices. 11 Plan, manage and control the activities ofthe Help Desk to ensure all SLA's are being met and maintained. 12 Analyze performance of Help Desk activities and documented solutions. Identify problem areas. Devise and deliver recommended improvements to enhance and improve the quality of service. 13 Provide Active Directory data or accurate user list with contact info on quarterly basis to Help Desk. 14 When adding or replacing staff, provide reasonable notification to City of such addition or replacement. Before new or replacement staff will be authorized to work under this Agreement, Contractor agrees to provide sufficient notice to allow completion of background investigation and polygraph. Provide notification to City within the same business day of staff terminations. 1 Develop pnacedures manual (electronic form in knowledgebase), approved by City, which contains all Standard Operating Procedures for common incident types. 2 Create and manage escalation procedures and ensures service level agreements are maintained. 3 Provide resolution procedures for problem types on request. 4 Notify City regarding new or changed operations and procedures. 5 Regularly review operational procedures and standards for accuracy. 6 Advise City when infrastructure related documentation and procedures that pertain to Help Desk are inaccurate, out of date and/or not available. 7 Support ADSL-US's provision of Sen/ices in accordance with mutually agreed to procedures. 8 Coordinate introduction of new technologies, procedures, and changes to existing SOP's. 9 Provide training and documentation or advise Help Desk where this infonnation can be obtained on all non-standard products supported by the Help Desk. Page 17 of 51 10 11 Respond to requests for additional information / documentation needed to perform Help Desk activities. Approve documented procedures ensuring they are accurate and correct. ity Assurance ADSL-US- Follow a Quality Assurance (QA) program which includes call monitoring, Incident review and auto generated City survey's to ensure a high level of service, incident documentation and end-user satisfaction. Provide a QA process to monitor Incidents received by the Help Desk. Maintain all recorded calls for a period of thirty (30) days. Record all Help Desk calls and make availabte five (5) random calls per month, per agent for review by City. Also provide recordings of specific calls requested by City. These files will be made accessible in the form of a *.wav file. Implement security and access contro! on recorded Help Desk calls such that agents are unable to modify or delete their or their peers' call recordings. Submit any requested changes on ADSL-US change request form utilizing the change request process outlined within this SOW. City Provide a Single Point of Contact (SPCC) to field all Change requests. Respond to all change request forms within 16 business hours of receipt. Approve/disapprove change order requests. Meet with ADSL-US to review and approve, if appropriate, monthly reports, invoices, and other requirements for the woric effort. 4.1 Help Desk Performance Management 4.1.1 Service Level Agreements The following Service Levels Agreements will become effective after completion of the characterization period. Characterization is the 90-day period between the Go-Live date and the Help Desk moving into steady state. During this period, all metrics will be tracked and monitored to fine-tune the solution. Steady state occurs after the characterization period is over. Services Actual SLA . . ... Target -I Response Phone Average Speed to Answer 60 seconds or less Abandon Rate 6% or less Average Hold Time 3 minutes or less Email Convert email to incident 1 hour or less Dispatch Escalate to resolver PI escalate to resolver 15 minutes or less P2 escalate to resolver 30 minutes or less P3 escalate to resolver 1 hours or less Resolution First Call Resolution FCR on eligible calls* 85% JO Page 18 of 51 (*) FCR eligible calls relate to issues which the Help Desk has training, documented SOP, and access rights to resolve on the first contact. The Allied Digital will make every attempt to meet SLAs at all times. Significant fluctuations in expected contact volume (15% or more above the projected or previous month's volume) will make SLAs and penalties not applicable. Penalty: In the event that three SLAs for the same three metrics are not met for two consecutive months, a service credit in the amount of 2.5% of the monthly service fee shall be applicable from the first month of failure to achieve until SLA attainment. Maximum at risk amount for Allied Digital for a month will be limited to 2.5% of the monthly invoiced amount. Earn-back: When the SLAs for the same three metrics are met for two consecutive months, Allied Digital can eam-back the penalties paid for the last missed month. SLA Reporting: Allied Digital assumes that measurement and reporting of all relevant SLA metrics can be made available by leveraging existing tools and technologies. 4.1.2 Reporting The following standard reports are provided by the 15th calendar day of the foltowing month: ^|'^"-^^''f^1Wonthly ' ^ Cisco ACD Phone Statistics Report Calls handled, abandoned, de-queued - Average speed to answer - Average hold time - Average handle time Percent of calls handled within SLA Incident Statistics** Volume by site Volume by user - Percent of First Call Resolution (FCR) First call resolution by category - Not eligible for FCR by category Distribution by originator Summary by category / Summary by origin Incident-by resolver / SLA Report Page 19 of 51 3 4.1.3 Help Desk Service Delivery Assumptions Operations 1. The GSD will make every attempt to meet SLA's at all times. Significant fluctuations in call volume (15% or more from previous month) may result in missed SLA's for a given period. 4.2 Help Desk Transition Plan 4.2.1 Transition Methodology and Timeline The implementation timeline and list of activities for this project are outlined in Exhibit E - Project Plan. Any changes to the schedule will be managed via the change process defined in Exhibit D - Change Request Form. 5 Remote Device Manaaement Our Remote Device Management (RDM) will provide a scalable, comprehensive, centralized management service for: Patch Management Remote Software Distribution Device Monitoring and Alerts User Profile Migration OS Distribution and Imaging Hardware and Software Asset Inventory Management Remote Control Software License Monitoring and Management 5.1 SOLUTION Solution components include the following: 1. Remote PC Management. To ensure the solution is operating at peak performance, the mobile set-up for City users will be configured to support and manage remote users and make operation and problem resolution as simple as possible. Through Remote Device Management ("RDM") we will transparently perform services such as patch application, software distribution, asset management; remote unit take-over (with end- user approval) to assist the end-user in problem resolution, and power management for green computing. 5.2 PARAMETERS The table below describes the parameters in which the RDM service will be performed: Page 20 of 51 Remote*l5Svice .Management Semce/**^ Hours of support 24x7 for RDMS 8x5 for Deskside Support Services ("DSS"), Break-fix and IMAC Applications Packaged Five (5) standard packages created per month Agent deployment strategy LANDesk agent to be deployed by City staff, with appropriate Change Control approvals 5.3 RDM RESPONSIBILITIES RDM Overall Service ADSL , City 1 Provide RDM Operations Administrator SPCC during stated service hours, receive, process and manage all Service Requests according to SLAs. 2 Submit all requests for service via approved Service Request form. / 3 Identify authorized submitters and approvers for RDM services. 4 Identify systems for pre-production testing. / 5 Establish and maintain IPSec P2P VPN between City site and ADSL NOC. 6 Ensure network connectivity between City locations. 7 Participate In regular change control and change review/approval and process, and adhere to Citv Change Manaaement requirements. •/ I,, .... ^^I^^^^'giiii^^^^i'gj^ ADSL? 'CKy 1 Scan City subnets, using LANDesk discovery tool to discover unmanaged devices. 2 Submit results from subnet scans to City for review and approval to push agents. 3 Approve / deny requests in a timely basis. / 4 Provide reports of IP devices and available detail as discovered on subnets. 5 Provide list of all active subnets to be scanned. •/ City 1 Notify ADSL of any device retired or to be removed from management via approved Sen/ice Request. 2 Notify ADSL of any new devices deployed within the environment which need to be placed under management via approved Service Request. ,ADSL Cttv 1 T^aicn Ms^i^eiTivni Scan devices for OS and MS Office vulnerabilities and security updates. 2 Identify all patches and application updates for applications support by LANDesk. 3 Identify a Single Point of Contact (SPOC) and backup for patch notifications and testing. / 4 Scan managed devices to determine systems requiring patches. / 5 Deploy newly identified patches to pre-defined test devices. / 6 Test and approve / deny patch requests as required and within agreed to time frame via approved Service Request. 7 Deploy approved patches to production managed devices. / Page 21 of 51 33 8 Monitor patch deployment and provide reporting. 9 Provide Patch and security update lab test systems. 10 Use LANDesk to scan devices for driver updates. 11 Use City-owned security endpoint protection systems to scan devices for security threats, spyware, malware, adware, and Trojans. -—1——" ','-7 -/ vADSL. City t'^-.'-.^ •--I! 1 Distribute packaged software, following City Change Control processes. 2 Prepare standard software packages (limited five per month) and deploy to test. 3 Evaluate and approve/reject packages deployed to test environment. / 4 Provide application lab test lab. •/ 5 Deploy approved software packages to production managed devices. 6 Monitor software deployments and provide reporting. 11 w ^^^MifBiiBiliF^ "ill il^ ^ '^^^-^^' ADSL City Configure alerts as defined in customer submitted Service Requests. VCitv . E Build power profiles based on the customer's defined requirements. / 2 Define power profile requirements. llgl^^-gLi^WW^^^^^^St 'Di^loy inei^^miHiB - ADSL" City^ ' 1 Conduct technical discovery to understand City environment. 2 Complete pre-engagement questionnaire. / 3 Identify data required for deployment. / 4 Provide required data in a timely manner. 5 Establish timeline and strategy for agent deployment. / 6 Provide Single Point of Contact (SPOC) for coordination and execution of deployment. / 7 Provide subject matter experts to participate in discovery process. >r 8 Define milestones, stakeholders, change approvals and communications frequency. 9 Provide training on report portal for key stakeholders. 10 Provide training on Service Request process for key business owners. 11 Provide training on Remote Control use for defined City resources. 12 Define acceptance criteria. 13 Perform subnet scans to identify available systems. 14 Identify target devices for phased agent deployment. 15 Provision core server. •/ 16 Create RDM agent based upon City defined configuration options. / 17 Provide registry modifications and directions for preparing image with agent. 18 Complete action items in a timely manner and adhere to the mutually agreed upon deployment timeline. Customer delays may result in additional implementation fees as managed via the Change Request Process defined in this SOW. / >/ • ServIpi^Mans^^^ ADSL .City 1 Complete all customer profile documents. / 2 Define software delivery method. / 3 Provide local and network credentials for agent. 4 Provide resources to actively participate in configuration of RDM services. Page 22 of 51 3H 5.4 REMOTE DESKTOP MANAGEMENT SERVICE DELIVERY Device Discovery 1. Device discovery requires a RDM core server. ADSL-US will provide the server, which will be configured on the network. 2. Device discovery requires scan host(s) to be configured on the network with domain credentials for subnets to be scanned. 3. Network allows UDP traffic. 4. Device scans will add network traffic and should be scheduled for minimum impact to regular business. 5. Device Discovery requires VPN connectivity from the RDS core server at City's location to the ADSL-US Datacenter. 6. Unmanaged device discovery (device discovery) can be configured, at the customer's request, to mn Daily, Weekly, or Monthly at a specified time. Device Inventory 1. Ability to provide reporting on department, cost center or location requires customer- provided data that can be uploaded on a one-time basis during implementation (optional). 2. Report data may vary from the above tables depending on the specific hardware and software installed in the environment. 3. Data reporting depends on successful installation ofthe RDM agent. Ifthe agent is removed from the device, inventory data will not be updated. The customer must investigate and re-deploy the agent. A scan report identifies devices that no longer have the agent installed. Security Patch Management 1. Operating System Patching applies only to Microsoft-released OS patches for Microsoft Supported Operating systems. 2. Covers standard patches - customized work, such as patches for non-standard enterprise or specialized applications - will be charged T&M with estimates given priorto beginning work. 3. ADSL-US will work within the customer's defined patch management procedures based upon the pre-defined patch management process. 4. Complete patch remediation can take up to fourteen (14) days. 5. Patch functionality is dependent on devices containing Bits 2.0, Win HTTP 5.1, and current version of Windows Installer. 6. Patch approval or disapproval applies to that patch across all devices within a business profile and not for a subset of devices. 7. Some patch failures cannot be resolved remotely and may require assistance from ADSL- US on-site resources, with possible escalation to customer's staff. 8. Alt desktops containing a vPro remote wake capability will be configured for out-of-band patching. vPro account credentials will be shared with the ADSL-US support team. Page 23 of 51 35 9. Systems not equipped with vPro chips will need to be powered on during the patch schedule. ADSL-US can, at customers direction, power down after the patch push. 10. The RDM Team is not responsible for the content or functionality of vendor patches. The Customer is responsible for testing each patch before approving the patch for production release. Software Distribution 1. Five (5) standard distribution packages per month will be created for the customer; each distribution can target multiple devices. 2. The first software distribution occurs no eariier than sixty (60) days after completion of agent deployment. 3. Creation of advanced (custom) application packages is not included in this Statement of Work; these services are availabte for an additional cost. 4. Servers are specifically excluded from the software distribution services. 5. ADSL-US is not responsible for system failures resulting from activities relating to software distribution that have been approved by the customer. 6. Any incremental application packaging can be requested via a Service Request and will be billed on a time and material basis. Monitored Alerts 1. Alert notification for RDM services will be sent by e-mail only. 2. Up to five (5) alerts types will be configured and enabled during implementation. 3. Alerts can be cancelled by submitting a Service Request. Power Management 1. Up to five (5) profiles will be built during implementation. 2. By default, no power policies are active until applied to managed devices by a completed Service Request. Agent Deployment 1 Pre-deployment discovery (phase 1) occurs prior to agent deployment. 2. Systems do not have personal firewall, or City can create a security policy to allow LANDesk communication across personal firewall security. 3. Deployment will be conducted on a test device before full scale production deployment. 4. Deployment will be conducted on a predefined pilot group before full scale production deployment. 5. Target devices are laptops and desktops connected to the internet / network. 6. Installation of the RDM Agent is ultimately the responsibility of the customer. ADSL-US will make every effort to assist in deployment by developing scripts, providing AD GPO documentation, and best practices in agent delivery. Page 24 of 51 30^ 5.5 Remote Desktop Management Performance Manaqement The following Service Levels Agreements are effective 90 Days after completion of transition to full service capability. The initial implementation period is not considered full service capability. Implementation is considered complete when we have deployed agents to 85% of the environment. RDMServices pffpliinment RDM Patch Deployment of approved patch 1 business day 85% S/W Distribufion Deployment of approved software package 1 business days 85% Alert Creation or removal of alert 3 business days 85% Alert Assignment of alert to device 3 business days 85% 5.5.1 Reporting The following reports will be provided by the 15th calendar day of the following month ^fr^th,ly^ As Needed Device discovery - subnet scan results Device inventory report / Patch - notification of patches released Patch - scan results report Patch - deployment performance report / S/W Dist - deployment perfonnance report / SA/V Dist - distribufion by application Remote Control - summary of sessions Remote Control - history report Alerts - historical log of alerts Alerts - response definitions Power - initial estimated power consumption Power - adjusted estimated power consumption Weekly Status (summery) Report Implementation - status update on critical path items 5.5.2 Asset Specific Information The following Information and details will be captured via the RDM reporting tool and available via standard RDM reports: Computer Name OS Name Last Hardware Scan Date IP Address Last Login Name Last Hardware Scan Date Device Type Last Login Date 31 Page 25 of 51 1. Hardware • Manufacturer • CPU • Hard Drive Size Serial Number Memory Physical Available Hard Drive Space BIOS Asset Tag Memory Available Slots Purchase/Lease Info (If uploaded) 2. Software • IE Version • • Office Package Name 3. Network • MAC Address • • NIC Address • Communications Ports • • Domain Name (if applicable) Computer Name Office Version IP Address Default Gateway Address WINS Proxy Enabled Outlook Version Outlook Package Name Printer Ports/Address IP Routing Enabled Subnet Broadcast Address Unmanaged device discovery (device discovery) can be configured by Customer request to run Daily, Weekly, or Monthly at a specified time. 5.6 Incident Escalation All incidents, regardless of how they are created, will be recorded and tracked in ADSL-US incident mariagement system. Incidents are escalated using the following guidelines. Ll Support; First Level Support. Ll support works on incidents generated by the monitoring and management service or customer. The Ll support engineer provides initial support to the customer by telephone assistance and a walk-through for minor troubleshooting. The Ll support team also worths on automatically generated incidents generated by the monitoring system if there is a link or device failure or degradation. L2 Support; Second Level Support. If incidents are not resolved within stipulated SLA. they are escalated to the L2 support team. This team is responsible for troubleshooting and configuration management of devices. With the customer's approval, L2 engineers can take remote control of the customer device for troubleshooting. L3 Support; Third Level Support. This is highest level of support available from the remote support team. This team is responsible for troubleshooting the incidents and problems unresolved not resolved by the L2 team and also performs root-cause analyses. This team has access to the knowledge base of principle vendors like Cisco or Microsoft for patches and service packs, which may be required for problem resolution. 5.7 RDM Transition Activities ADSL-US shall provide the following transition activities. 5.7.1 DISCOVERY During the discovery period, which shall be no more than 15 days following execufion of this Agreement, the customer shall provide sufficient technical resources, access to the environment and other information the discovery process requires. We will work with the customer during Page 26 of 51 this process to confirm the assumptions (or environmental estimates) described in this Statement of Work. 5.7.2 COMMUNICATION PLAN The Communication Plan includes City's customized escalation procedures, reporting requirements, and weekly and monthly status-update meetings. 6 Pricing 6.1 Transition City will be charged a one-time Transition Fee for startup costs associated with the discovery, training and implementation of the services described in this SOW. Development of Standard Operating Procedures is included. Results from the technical implementation discovery will be used for strategic planning and modification of the service delivery requirements. In general, the requirements analysis will include the foltowing tasks: Vatidafion of the current process and the proposed process & assumptions Identify att processes and sub-processes related to the current support Create a process flow diagram for each process and sub-process Assign estimated cycle times for each process task, if beneficial Analyze the process for potenfial improvement areas Develop process modifications/improvements 6.2 Changes to Service All material changes to the tenns or the Statement of Work will require a Change Order to modify the contents. Written notificafion should be used to communicate all material changes to the scope of this provided to ADSL-US. 3? Page 27 of 51 Exhibits: Terminology GSD - Global Help Desk. Contact - A communication which comes into the Help Desk via phone, e-mail or fi'om an automated notification. A contact may or may not result in an incident ticket being generated. Desktop - Floor standing or portable minicomputer or personal computer that usually consists of a system unit, a display monitor, a keyboard, a mouse, one or more diskette drives and internal fixed storage desktop, and directly attached peripherals, located at Locations. In addifion, printers and fax machines attached to a system are in scope for all Locations. Virtual Desktop - A virtual computer that runs in a Terminal Services session, a Citrix virtual desktop session, or some other form of virtual machine running in a City- owned virtual desktop server. These are typically accessed by the users via a "thin- client" or mobile devices such as an iPad or laptop. Eligible Call - The reporting of an issue for which the Help Desk has been trained, a documented SOP is on file and the agent has appropriate credenfials to resolve the issue. End User - An employee or authorized user of technology for City who is entitled to Help Desk sen/ices. Verification of entitlement is defined in the Standard Operating Procedures. Escalation - The process and contacts to bring attention to and resolve service delivery issues. Field Service Order (FSO) - ADSL-US Field invoicing document. Go Live - The time at which implementation and pilot phases are complete and City Is transifioned to full support from the Help Desk. Holidays - City observed holidays which include New Years, Memorial, Independence, Labor, Thanksgiving and Christmas day. Incident - ADSL-US Help Desk defines a single support incident as the reasonable resolufion of one support issue that cannot be divided into sub-problems regardless of the amount of effort required to resolve the issue. If an issue consists of multiple problems, a separate incident will be required to resolve each problem. A support Issue is an event which is not part of the standard operation of the service and which cause, or may cause, an interruption or a reduction of the quality of the service in an individual device. A single support incident may involve mulfipie phone calls, email correspondence and offline research. The Help Desk is responsible for determining what constitutes an incident or incidents. Support activities are considered a "project" when more than 10 devices are affected or require modificafion to resolve an incident. Page 28 of 51 HO • Local Area Network ("LAN") - The configurafion (hardware components, software, and communications desktops) used to transmit data signals within a facility. • Locations (sites) - City sites where the services are to be performed. • Non-Standard Products - hardware that is not included in the Standard Hardware to be supported by ADSL-US, but for which ADSL-US will provide commercially reasonable problem determinafion and resolufion support. • Priority One (PI) - Impact: Major, critical or significant impact to business functions ofthe City enterprise, or a division within City. May be a pre-designated executive or City on a crifical path project with a high priority request. High Priority. - Situafion: Enterprise, division, pre-designated Executive or critical path project resource is down or primary work function(s) is (are) disabled. Workaround is unavailable or impractical. • Priority Two (P2) - Impact: Crifical or significant impact to business functions of a single City division. High Priority. - Situafion: Single City is down, or primary work function(s) is (are) disabled. Workaround is unavailable or impracfical. • Priority Three (P3) - Impact: Non-Crifical, Routine Requests. - Situafion: Group's primary work function(s) is (are) impacted but not disabled. A workaround is available and practical. May be a City request for information or non-critical operafing assistance. • Priority Four (P4) - Impact: Roufine Service Request, Non-Critical, Moves, Adds, Changes. - Situation: City requests non-crifical operating assistance; system access move, add or change; physical installation, move, add or change or may request a hardware or software upgrade. • Program Management - The activities performed by the ADSL-US and City representatives to execute and deliver the scope of work defined in this agreement. Repair - The acfivifies performed on equipment to resolve a hardware or software malfunction that results in equipment running according to specifications. • SLA - Service Leve! Agreement. • SOP - Standard Operating Procedure. • SOW -Statement of Work. • SPOC - Single point of contact. • Standard Equipment - The equipment to be supported at City Locafions. • Statement of Work - The detailed document that defines the scope of tasks to be performed with a program or project, roles and responsibilities, deliverables and acceptance criteria, and the legal obligafions of both parties. Page 29 of 51 Hi Exhibit C: Supported Technologies Support Level Definifions Technology can be supported by agents certified in product and able to handle most commonly reported issues. Includes Gold and Silver support levels. Technology can be supported by agents who are familiar with the technology and typical issues. Includes Silver support level. Technology can be supported by best effort troubleshoofing and knowledgebase searches. ^ Support Levels Included in this Contract - Operating System Networi< Connectivity - Printing Issues - Wireless and Bluetooth Issues - Operafing System - Network Connectivity - Printing Issues - Wireless and Bluetooth Issues - Operating System - Network Connectivity - Printing Issues - Wireless and Bluetooth Issues - Standar^Applicat^^ _ Print ni IPI IP and driver Issues - Toner, print qualilj ^ papprffieris ,^ - Drivers / connectivity to device - Scanning software / image guality / sending documents - Network Interface Cards - Wireless/BluetoothCommunlcations - Modems - Hard Drives - Memory Page 30 of 51 - Thumb drives - Hard Drives - Modems - Hubs / Routers - Operating System - Networi< Connectivity - Wireless and Bluetooth Issues - Standard Application Suite - Operating System - Network Connectivity - Wireless and Bluetooth Issues - Standard Application Suite - Operating System - Network Connectivity - Wireless and Bluetooth Issues - Standard Application Suite - iTunes - iPhoto - Time Machine - Standard Application Suite - Safari Office Suite (Standard and Professional) Exchange / Outlook, Including Office365 - Adobe Acrobat - Open Office - Common Anti-Virus Software - Flash Player - Shockwave - WinZIp - Yahoo - Google - Firefox - Google Chrome * Detennined by Microsoft (http://support,microsoft.com/lifecycle Detennined by Apple (http://support.apple.com/kb/HT1752) Page 31 of 51 ^^3 Exhibit D: Change Request Process To manage changes within the Help Desk environment, the Change Request Process is invoked. The Change Request Process provides documentafion and approvals for changes to SOWs for existing services. Management of the Change Management Process is the responsibility of the ADSL-US City Services Director (CSD) who has primary responsibility for City relations and service delivery. All changes to the SOW will be logged in the Change Control Form as the pemnanent record of change request status. Any such change will be subject to pricing adjustment, per the Additional Volume Rates table in Exhibit A. Specific procedures associated with the Change Request Process are triggered upon submission of an approved Change Request Fomi to the ADSL-US CSD. Either the City or ADSL-US may request modificafions to the Help Desk environment defined under the SOW, including the Scope of Work, deliverables, special projects or tasks, milestones, pricing or service levels. ADSL-US will evaluate the impact of the Change Request, and provide an inifial response to the request within 2 working days. If the change has significant Impact, it may require more fime to evaluate and respond. ADSL-US's response to a Change Request will contain the impact of the change on various portions of the SOW, including identifying and quanfifying changes in services, service levels, schedules, and/or price. ADSL-US will also indicate altemate solutions where applicable. The City will advise ADSL-US within 2 woricing days of whether they wish to proceed and, if so, will authorize any necessary additional funding. In the event no response is received from the City, the requested Change Request will be treated as withdrawn. ADSL-US will monitor all approved changes through complefion, adjust any baseline documents as necessary, obtain approvals, and close the request upon complefion. The City will issue ADSL-US an amended Purchase Order for all changes which impact pricing. Unfil agreement can be reached on the implementafion of the requested change, or if agreement cannot be reached, Help Desk acfivities will continue to be performed in accordance with the exisfing terms and conditions of the SOW. Change Request Form The Change Request Fonn is completed by a project team member or any person witti authority, influence, or constructive Insight to the project objectives, processes, and procedures. In this section, the requester must describe the proposed change in detail, provide reasons for the change (i.e. faster processing, more accurate informafion, lower risk of failure, etc.), and list the implications of not implementing the change. Once complete, the requester will fonvard the Change Request Form to the ADSL-US CSD via email, fax, or delivery. Once the Change Request Form is received, the CSD will engage the Project Management Office for assignment of a Project Manager. The ADSL-US Project Manager will conduct an assessment of the requested change. The investigation will include an analysis of changes in cost, time, quality, risk, and efficiency. Once the impact analysis is complete, the Project Manager vvill make a formal recommendation to proceed with the change as requested, proceed with a modified change, or cancel the change request. Page 32 of 51 Decision Process The City and ADSL-US CSD will meet to discuss the requested change and the impact informafion. If all parties agree with the change, all parties will sign and date the document and mark the "Approved" disposition. If all parties do not agree with the change request, a modification of the change will be discussed. If a modified version of the change request is agreed upon, the modified change will be completely documented and all parties will sign and date the Change Request Form. If a modified version cannot be agreed upon, the change request will be rejected and the requester nofified of the disposifion. Change Request Process Process Owner Version 2.3 Effective Dale I .". . .., ..it. ,..=!B-I ] Page 33 of 51 HS Change Request Form PROJECT ADMINISTRATION Change Request Numl>er: Date Received: Date Implemented: Recorded By: REQUESTER 1 Requestor Phone: Date of Request Add'l Details Attached: • YES • NO Requested Start Date Due Date: Priority • Low • Medium • High Type • SOW • Billable n Non-Biliable Topic PO or Tracking ID Proposed Chanqe Description of Change: Reason for Change: Result if changes not approved: Investigation: Aitemative: Documents & Deliverables Requiring Update • Contract Agreement • Change Management Procedure(s) D Functional Specification • Payment Schedule • Asset Management Process D Asset Management Repository D other: Investigation Status: [ • Proposed • Under Investigation • Rejected ASSESSMENT & IMPACT Scope: Quality: Requirements: Schedule: Price: Resource: Risk: References/Attachments: RECOMMENDATIONS 1 DECISION Review Date: • Approved • Approved Modified Review Date: • Rejected • Deferred Until; City Program Manager: Date: ADSL-US Program Manager: Date: Note: Attach any additional information, screen shots, spreadsheets etc. to this. Page 34 of 51 Exhibit E: Project Plan Duration » Surt Finish day* Mon 10/6/14 FriZ/lS^M Sep Ocl Nov Dec Jan Feb Mar 2 : < InWBtton PhsH 8day> Mon 10/6/1.4 Wad 10/15/14 n 3 'Sal«lr«latk>n Iday Mort 10/6/U Mon 10/6/14 \ 1 4 Master Sales Agreement Iday Mon 10/6/14 Mon 10/6/14 [ I 5 Statement of Work Iday Mon 10/6/14 Mon 10/5/14 j 6" ' CurtooMtr ElVHvmcnt Packas* Sdaya Tua 10/7/14 Mim 10/13/14 i 1 " 7 Configuration Page Iday Tue 10/7/lA Tue 10/7/14 ,i 8 m Standard Op«aratin Proceikires 5 days Tue lO/7/l'l Mon 10/13/14 ; g m Category, Type, Issue MatriK 2 days Tue lO/7/l'l Wed 10/8/14 10 -I Escalation Matrix Iday Tue 10/7/14 Tue 10/7/14 1 11 in Queue Records Iday [Tue 10/7/14 Tue 10/7/14 1 1? «i Contact Script Iday Tue 10/7/14 Tue 10/7/14 i ' 13 •a Caller information Iday Tue 10/7/14 Tue 10/7/14 ' M •I VIP Infonnation ;lday Tue 10/7/14 Tue 10/7/14 15 Survey Script Iday Tue 10/7/14 Tue 10/7/14 i 16" -Prolact Kickoff Sdayt iTiM 10/7/14 Tua 10/14/14 17 Intemal KvAoH Meeting ildsy Tue 10/7/14 Tue 10/7/14 • 18 Extemal Kickoff Meeting ,lday Tue 10/14/14 Tue 10/14/14 1 19 ' lr>ttiate BWMf Iday ;Wad 10/15/M Wad 10/15/14 1 20 Initial implementation Billing Iday Wed 10/15/14 Wed 10/15/14 21 ' CraaU S«rvica Rapoaiter 4 daya Wad U/S/M Mon 10/13/14 . 1 1 1 22 •n EhiSd tntemtil SharePoirri 3 days Wed 10/8/14 Fri 10/10/14 ' i 23 C<Hifure Clieni MM Iday Mon 10/13/14 Mon 10/13/14 2A • Ptarw*n Phaia 45 dayi? Mon 10/6/U Fri 12/5/14 I 25 > LANDMk Plannir« Sdayi Wad U)/S/ U FrIlO/lO/U 1 26 Or^nization & DemograF^ics 2davs Wed 10/8/14 Thu 10/9/14 i : 27 Network & Connectivity 3 days Wed 10/8/14 Fri 10/10/14 • ! 38 j Asem ConfiEuratlon jSdays •Wed 10/8/14 Thu 10/9/14 i 29 •ft Revisions & Additions 2davs Wed 10/8/14 Thu 10/9/14 i 30 Support Raqu^wmnts Scoping Iday Wad lO/S/14 Wad U)/8/14 1 31 Telephone System Requirements Idav Wed lO/S/14 Wed 10/8/14 ; 32 Email System Requirements Iday Wed 10/8/14 Wed 10/8/14 33 Web System ftequirements Idey ;Wed 10/8/14 Wed 10/8/14 34 Ticketing System Requirements Iday Wed 10/8/14 Wed 10/8/14 35 1^ Knowledge Base Requirements Iday Wed 10/8/14 Wed 10/8/14 36 Agent Staffing and Skillset Requirements Iday Wed 10/8/14 Wed 10/8/14 i 37 ' Pra]«ct Accoptanca Critwia 2 days Thu 10/9/14 M 10/10/14 ! i Page 35 of 51 ^7 . Start * Finish 2015 , I Sep Ocl Nov Dec Jan Feb Mar 39 40 41 42 43 44 aq 45 53 •n 60 63 64 71 7/ 82 87 93 98 99 100 101 102 103 104 105 106 107 108 109 310 1^ 111 112 119 In \m Thu 10/9/14 Thu 10/9/14 Review for approval with client. ) TraraitkHi Planning User Conwnunication Planning Contact Transition Planning Target Transition Oate (ApproKimate Go Live] • KDMS SotuUon DasJgn ^ RDMSSarvars Natwork ^ RDMSManaiamantAganti < Infrartrutura Setup Ticketing Sytlem ^- Phone Syttemt > Email ^ Web »Survey S^tcm > Knowtec^a Ba» ' Support Team Creatkm Hire artd Assign Matched Resources Train on System Tools and Processs Train on Client Environment and SOPs Iday 4 day* Iday Iday Iday Sdaya 2 days 2 dayi Iday 13 days iTdays 6 days Sdays Sdayi Sda^ Udays 20 days 2 days 3 days Devek}p and Execute Agent Schedule 1 day 'Implement VPN Solution Sd^fi Configure Client Firewall for VPN :2 d«ys Configure RackSpace Firewall for CBent V 5 days Test VPN Connection Througl) Scan/Ping "i'l day Depk>v Server SokitkM) '4dm Oeplov Hosted Server Hardware 1 day Create an SQL Instance for Customer 1 day Test Core Server Functionality 1 day Activate LANDesk Core Server license 1 day > Create Management Agent 3 days ' RDMS MaiMgement Acent De|A>yment 26 days? Fri 10/10/14 Fri 10/10/14 Wed 10/8/14 Mon 10/13/14 Wed 10/8/14 Wed 10/8/14 Thu 10/9/14 Thu 10/9/14 Mon 10/13/14 Monl(Vl3/14 Mon 10/13/14 Mcff) 10/13/14 Wed 10/15/14 Fri 10/17/14 Mon 10/6/14 Mon 10/6/14 Wed lD/a/14 Wed 10/8/14 Mon 10/13>'14 tAon 10/13/14 Wed 10/8/14 ThuU^/M Thu 10/9/14 Fri 10/17/U Tue 10/14/U Thu 10/16/14 frt 10/17/14 Wed 10/22/14 Tue 10/14/14 Wad 10/15/14 Tue 10/14/14 Wed 10/22/14 Thu 10/16/14 Fri 10/17/14 Tue ll/U/14 Wed 11/5/14 Thu 11/6/14 Fri 11/7/14 Thu 11/6/14 Mon 11/10/14 Tue 11/11/M Tue 11/11/14 Monl0/»)/14 Mon 10/20/14 Mon 10/20/14 Mon J0/2a'l4 Mon 10/27/14 Mon 10/27/14 Mon 10/27/14 Mon 10/27/14 Mon 10/27/14 Tue 10/28/14 ffi 10/31/1* Fri 10/24/14 Tue 10/21/14 Fri 10/24/14 ftrton 10/20/14 Thu 10/30/lA Mon 10/27/14 Mon 10/27/14 Mon 10/27/14 Mon 10/27/14 Thu U>/S0/14 Fri 12/5/14 n 1 Page 36 of 51 1 ;<sf:^'p-;?f?fj^:-^l^i 1 2015 Task i -ep Oa Mov >ec Jan Feb Mar O Mode -[TtakJtame-Duration . Start Finish 1 S ep Oa Mov >ec Jan Feb Mar 120 Cu«K>mer Approval for PBot Depferymen Iday Fri 10/31/14 Fri 10/311 1 121 " Depk>v Management Ageitt to Plot GTM 4 days Mon 11/3/14 Thull/ij n 156 "n ^ Phase 2 - Dealey Management Agent te 26 days? Frt 10/31/14 Fri 12/5/1 1 167 'GoUve 2days MonlZ/1/14 Tuel2/j| 168 NcAify Agents ;lday Mon 12/1/14 Mon 12/i| 169 Activate Agent Routing Rules Iday Mon 12/1/14 Mon 12/! 170 "* Activate CaB and Email Routing Iday Tue 12/2/14 Tue 12/2! 171 Customer Notifieation Iday Tue 12/2/14 Tue 12/2 172~ m.' ' Charaterlulton Phase 62 days Wed 12/3/14 Thu 2/21: r I 173 ' Initiate BSBng Iday W«l 12/3/14 Wed 12/! 1 174 Pro-Rate of Regular Service Charges Iday Wed 12/3/14 Wed 12/j 175 Remaining Implementation Charges Iday Wed 12/3/14 Wed 12/j 176 ' Characterlatlon Repordr^ 62 days Wed 12/3/14 Thu2/2(i 1 177 Daily Reponing 7 days Wed 12/3/14 Thu 12/1! 178 Weekly Reporting 3 wks Fri 12/12/14 Thul/l/i • • 179 Monthly Reporting 2 mons Fri 1/2/15 Thu 2/26 1 180 •» ' CmitTol/Gap/Changes ico days Wed 12/3/14 Tue 2/24 1 181 Feedback Roundtable 3 mora Wed 12/3/14 Tue 2/24 182 Review SLA TrerKfing 13 mons Wed 12/3/14 Tue 2/24 183 Review Monthly Reporting 3 mons Wed 12/3/14 Tue 2/24 184 Review Gaps and Ctianges 3 mons Wed 12/3/14 Tue 2/24 185 Implement Required Changes 3 mons Wed 12/3/14 Tue 2/24 186 i ' Closing Phase Fri 2/Z7/15 Frt 2/27/ • 187 ' TranriOon to Steady State 1^ Fri 2/27/15 Fri2/27/j 1 188 Review Acceptance Critera Iday Fri 2/27/15 Fri 2/27/; 189 Transition Conlinued Improvement Pian Iday Fri 2/27/15 Fri 2/27/1 • 190 Transition Regular Meetings 1 day firi 2/27/15 Fri 2/27/1 1 ! 191 Transition Billing iday fri 2/27/15 Fri 2/27/ : i \ 1 Page 37 of 51 Exhibit F: Help Desk Activity Volume / Cost Projections ? ? 5 V» ^ W> trt fu ,U ^ Vl V-" W S S S K S 8 3 8 *rt- VJ VI ^ft * fJ .--J 8 8 3 8 tA W VV ^ 4» ^ 8 S 8 8 W g W trt 8 8 8 8 •Vft -jQ- t/V f-* ^ -J ^8§^ 8 3 3 & V- Vi ^ 8^88 «j* ^ * -.J 8 r:: 3 8 8 8 ^ v> v» IU fc W hJ Kt 8 S S S vv V* V> V* ^ KJ J» V> hJ K> 8 S 8 8 8 3 3 v% vv w > >* -•^ fcj 8 g S fci 8 3 8 8 § i ^ B 8 8 8 8 •Irt -OJ v> v> fc IU fc --J U § 8 § t; 3 3 3 8 V» 1/* V* m 8 ^ t: 8 8 £ v> v» g =: 8 3s VI Vfti «v 3 8 s V> V* w i -8 8 £ w w vt^ S y 3 8 £ 8 ^ ^ 8 3^ 8 -..I ^ 8 3 ig 8 ^ 3 3 e V V> V* 8 3 £ V> W V* § ^ G 8 8 is 8 3s VV v> V^ cn 8 3s 1* -( iT ^ as ^ § I * 5 ffi B i ^- i KIII ffi § I « § K |y I ffi S i « § K II K ggi«§sir I •— fc ffi ^ ^ ^.> § ^ ^ g fc V* Vl ^ * S ffiiSS«8K|§:g o " -*• w W & Q ^ S P f-> i ffi S 8 P K> V ffi !S g Page 38 of 51 30 Exhibit G: Allied Digital Fair Labor Practices Policy A„ied Digital services, LLC 18701 S. Figueroa Street aliiedjdigital' fT ms^iagea.Responsibfy. Gardena, CA 90248-4506 Tel: 3I0-431-ADSL www.allieddigital.net POLICY AGAINST DISCRIMINATION ALLIED DIGITAL SERVICES, LLC IS AN EQUAL-OPPORTUNITY EMPLOYER Allied Digital Services, LLC (the "Company") maintains zero-tolerance witli respect to discrimination in the workplace. No manager or employee of the Company shall discriminate against an applicant for employment or a fellow employee because of race, creed, color, religion (including religious dress and grooming practices), sex, gender identity, sexual orientation, national origin, ancestry, age, political party affiliation, marital status, parental status, pregnancy, military or veteran status, genetic characteristics, or any physical or mental disability. This policy applies to all employment practices and personnel actions including advertising, recruitment, testing, screening, hiring, selection for training, upgrading, transfer, demotion, layoff, tennination, rates of pay, and other forms of compensation or benefits. Additionally, the Company will not tolerate any discriminatory behavior by persons visiting the Company's facilities for business or personal reasons. The Company believes in respecting the dignity of every employee and expects every employee to show respect for all of our colleagues, clients, customers, vendors, suppliers and visitors. Accordingly, this policy extends to and forbids any unwelcome or discriminatory conduct in the workplace that is based on an individual's age, ancestry, citizenship, color, marital or parental status, national origin, political affiliation, pregnancy, race, religion (including religious dress or grooming practices), sex or gender, perceived sex or gender, sexual orientation, military or veteran status, physical or mental disability, medical condition unrelated to the person's ability to perfomi the job, or that a person is associated with a person who has or perceived to have any of these characteristics. In addition, the Company prohibits discrimination and harassment on any other basis protected by federal, state, or local law, ordinance, rule, or regulation. The conduct prohibited by this policy, whether verbal, physical or visual, includes any unwelcome conduct that adversely affects an individual because of his or her protected status. Among the types of unwelcome conduct prohibited by this policy are epithets, slurs, negative stereotyping, intimidating acts, and circulation or posting of written or graphic materials that show hostility toward individuals because of their protected status. The Company prohibits such conduct in the workplace even if the conduct Is not sufficiently severe or pervasive to constitute actionable harassment under law. 31 Page 39 of 51 Exhibit H: Non-disclosure Agreements MUTUAL NON-DISCLOSURE AGREEIVIENT This Mutual Non-Disclosure Agreement ("NDA") is between Allied Digital Services, LLC, a Delaware limited liability company, located at 18701 S. Figueroa Street, Gardena, CA 90248 and City of Carisbad, a municipal corporation. (Collectively referred to as the "Parties"). The Parties expect to exchange proprietary and confidential information ("Confidential Information"). The Confidential Information may include functional and technical specifications, designs, drawings, analyses, research, reports, recommendations, processes, computer software programs, software codes, methods, plans, ideas, expertise, personnel records, finances, medical records, police records, including but not limited to investigative records, police personnel records and other sensitive and confidential police communications, personal identifying information and customer data including but not limited to social security number and credit card information, and intellectual property. We may consult with one another in connection with and for exchange of business information which may include sen/ice and product offerings, pricing of product, services, and programs, marketing research and results, names of customers and prospective customers, and financial information - all of which is Confidential Information. We may also share other valuable information which will be identified as Confidential Information, a "trade secret" or "secret", either by word or in writing at some later time. We will protect each other's Confidential Information as we would safeguard our own Confidential Information. We will not use, distribute, disclose or appropriate for our own benefit or advantage the Confidential Information of each other. We will disclose Confidential Information only to each of our own employees, legal and financial advisors, or other agents or representatives (collectively "representatives") who have a "need lo know". The term "need to know" means information that is needed to perform our duties during our business relationship and the work to be performed. We will not disclose Confidential Information to others without the prior written permission ofthe owner ofthe Confidential Information. We each may be asked by the other, in special circumstances, to sign - or have our representatives sign - supplemental NDAS or confidentiality agreements. We each will comply with those requests. When providing Confidential Information, we will each identify our Confidential Information as "Confidential" in a way appropriate to the material being disclosed. This may include handwritten notes with the words "Confidential" or "Proprietary", statements, notations, or icons expressing confidentiality attached to documents or computer-generated documents (which may or may not be transferred to what is commonly referred to as "hard copy"), or by any other method to communicate the confidential nature ofthe information being disclosed. When remote controlling any City computer, all information displayed is deemed Confidential Information. The following will not be considered Confidential Information: a) Information already known or in the possession of either of us before we sign this NDA; b) Information publicly known; c) Information in the public domain; d) Information discoverable or by reasonable efforts through independent research by either of us; e) Information received from any third party or entity that was free to disclose it; Page 40 of 51 f) Information required to be disclosed under any federal or state law, rule, regulation or by court order or in the course or any court proceeding. Each Party notify the other of any legal proceeding requesting or requiring disclosure of Confidential Information immediately upon receipt of notice to disclose. If required to disclose the disclosing Party shall limit the disclosure to the Confidential Information specifically required to be disclosed. Nothing in this NDA will prohibit either Party from engaging in the research, development, marketing, sale or licensing of any product or service which is independently developed and produced without the use ofthe other's Confidential Inforrnation. Confidential Information will remain Confidential Information and will be subject to the provisions of this NDA from the date signed, during the relationship, and for a period of three (3) years after the relationship is terminated. If either Party requests return of Confidential Infonnation the other Party shall retum the Confidential Information to the owner ofthe Confidential Information no later than 10 business days after receiving the request. Parties will each return all originals and copies of any documents containing the other's Confidential Information. The term "documents" includes any information fixed in any tangible medium of expression, in whatever form or fonnat. The Parties each acknowledge that a breach of this NDA may cause irreparable harm to the owner of the Confidential Information and that remedies at law may be inadequate to redress any threatened or actual violation of this NDA. Therefore, in addition to any other relief that might be available to either Party under law, either Party may enforce its rights by temporary or permanent injunctive or declaratory relief The prevailing Party in any action for relief is entitled to recover its attorney's fees and costs together with any expenses of enforcement. This NDA will be governed by the laws of the State of California without regard to the principles of conflicts of law. This NDA represents the entire understanding between Parties regarding the subject of Confidential Information. Neither Party assumes any obligation to the other with respect to Confidential Information except as stated in this NDA. This NDA may not be modified or waived by either Party except in writing and signed by Parties' authorized representatives. Remainder of page intentionally left blank. S3 Page 41 of 51 Certified electronic or faxed signatures will effectively bind each of the Parties to the same extent as a hand-written ("wet ink") signature. Allied Digital Services, LLC By: Dated: Print Name and Title City of Carlsbad By: Dated: Print Name and Title Hand-written information must be fully legible. APPROVED AS TO FORM: CELIA A. BREWER, CityAttorney BY: Assistant City Attorney 3q Page 42 of 51 Individual Non-Disclosure and Confidentiality Agreement This Non-Disclosure and Confidentiality Agreement is entered into between the person whose name is set forth below ("Consultant") and Allied Digital Services, LLC ("the Company") located at 18701 S. Figueroa Street, Gardena, California 90248. Name: Address: City/State/Zip: Telephone: Mobile telephone: Name of your Company: Work Assignment: Prime Contractor (Customer) End-User Customer City of Carlsbad 1. I have been assigned to perform certain Help Desk services (the "Services") for the above-named End-User Customer. 2. I understand that, In connection with my performance ofthe Services, the End-User Customer may provide me with a password or other access information to the End-User Customer or its employees or agents. 3. 1 further understand that if I have received any passwords or other access information to the End-User Customer or its employees or agents, that a password or other access information is the Confidential Information of the City of Cartsbad. I agree that I will use the Confidential Information solely for the purposes of performing my duties within the context of my particular work assignment. 4. I will exercise at least the same efforts and diligence to protect Confidential Information as I would exercise to protect my own confidential, personal or "private" information. 5. If I am terminated from the performance of the Services for the City of Carlsbad or Allied Digital Services, LLC terminates my services for any reason I will promptly notify and provide Allied Digital Services, LLC and provide the passwords or access information I have been provided by or in connection with the Services for the City of Carlsbad. 6. 1 understand that 1 am personally and legally liable for complying with the provisions of this Agreement. 7. I understand that if I fail to comply with the requirements of this Agreement, Allied Digital Services may enforce this Agreement against me at law or in equity and, in addition, Allied Digital Services, LLC may ask for reimbursement of its attorneys' fees and costs of enforcement. 8. I am not required to sign this Agreement. But I understand that if I do not wish to sign this Agreement,! cannot be assigned to perform the Services for the City of Carlsbad. Employee Declaration 1. I have read this NDA and understand its terms and conditions concerning my treatment of Confidential Information as described in this NDA. 55 Page 43 of 51 2. I understand that this is a legal document and that when I sign it I will be bound by its terms and conditions. 3. I have been advised that I have the right to seek the advice of an attorney before signing this agreement and I have been given sufficient time to do so. 4. I have either sought the advice of an attorney prior to signing this NDA or 1 have voluntarily, without reservation, declined to do so after due thought and consideration. Employee Signature Print Name Date Page 44 of 51 ^ VPN ACCESS REQUEST FORM AU icqocsts fi» Remote Access imist be acconqanied tiy th^ 11K BifiHniatiao TechMlogy Department wiU pcr^^ 'Vntoal Piivate Nctworic Accepts Use .^Lgeemml" for drfinitioiw. A. < ilv -4 ( ai hb.nl Lmplovt-e Reqiit-^tei iiifoi tn.itioii flA. \ eutlor CoiitincToi Tlmd Piiih Iiiff,nn,iliou Name: Dcpaitment: Email Address: Manner's Name: Plione Number (760 )_ Compaay Name: *Maaagcmeiit Name: 'Management Phone: ( )_ •Management Email: If usii^ a City hptop. list asset #: I will be using my own pasonal computer YESQ NOQ Manager Approval: B. r (jiniertin:: Dt'^ktnp Iiif"nn.\tioii Anti-Vims product is nimung on tbe remote machine? (Please List Product) Is the Anb-Vims definititm current? (Please List D^) Operating System (i c. XP. SUSE. Red Hat, Mac OS): Source IP Addresses (NAX/Public): Ust Remote Users: Cailsbad Staff Coctact; t, Problem M.Ueiiiriit f iii py-e of C ouiu-i (ion What are Ae nnds ofthe proposed c»nnection?_ T). St oilt- .'f Al i-fs- iTii'- l!'!i-ri>i':'!ioii ^•.\-hl|<'!o^^ dcp'.-rnfu-nr !iii!y U7/// i niiipU-iiiit: ,'/.'/- iiitorn-vii"!! What systems and ^licaticais will be used? List protocol and port mimbers: Anticipated End Date: (lofonuatioa Technology will periodically re-a.^sess all coimections) What is die requested remote access date? (Requu^ lead-time is 30 days): 1", Is.TSf A2I tflin-lll Has thc Virtual Piivate Network Acceptable Use Agreement signed b^- each remote user? QYES • mvm^.^mi^^ ^case attach the sidled aboire mcDtioiud ;ii^reemeiit to &is request Informatioa Technology Approval Date: Inforttiation Techiiohg} me only VPN Access TVpe: IPSEC • L2TPD WEBVPND sstvrarn ciscoo SONICWALLD Timnel GTDUD: GioupPt^icv: IP Pool/Addrera: HomcF^: Completed by: Date: 57 Virtual Private Network Acceptable Use Agreement Purpose The puipose of this policy is to define standards for VPN renaotc access connectivity to the City of Carlsbad's netwrak. These standards are designed to minizoize the potential cjqwsane to City of Carlsbad &om dam^es resulting fr<Mn unauthortUMl or misuse of City of Carlsbad's network resourt^. Damages tochi^, but arc not haaited to: thc loss of sensitive or confidential data, damage to public image and damage to critical City of Carlsbad confuting systems. Scope This policy ^Ues to all City of Carlsbad enployees. contractois, vendors, third party and agents, hereafter referred to as Remote User, who have been audioiized to connect via a VPN remotely to die City of Carlsbad. This ^Hes to any and all scrvkes, ports and protocols iiurhiding but not limited to email, intranet intemet browsing, file and application access, remote desktop connections. PC Anywhere connections, server management and ;q)plication management. Hie Remote User bears 4e responsibility, H^nlity and consequences resulting fi^om misuse of dus access. The Remote User is respot^'ble fex selecting an Internet Service Provider (ISP), coordinating installation, installing any rctpurcd sofhvare. and paying associated fees. Not all desktop operating systems nu^y be 5iq)ported. DefiaitioDs Dual Hominff: HavtI^[ comninent cwmcctivity to more than one networic from a con^nitci or networic devke. Exanqples iiu:hide: Being lagged into the coiporate nt^oik via a local Etfaem^ connectron, and dialing into AOL oc other Intemet seivice jwovider ^SP), Le being connected remotely to die City of Carlsbad network, and connecting to another network widi a different network card (wireless, dial-^, evdo). Remote Access: Any access to City of Carlsbad's corporate network through a non-City of Carlsbad controUed netwoik, device, or medium. RffTligft Vy^' Any City of Carlsbad employee, contiactor, vendor or tfiiid parly widi remote access privileges to City of Calsbad's coipoiate networks. Spht-tmmeling: Sinniltaneous direct access to a «m-City of Carlsbad network (such as the ^temet or a home netwoik) from a remote device (PC, PDA, WAP phone, etc.) while connected into City of Carisbad's corporate network via a YPN tuiutel. VPN: Virtual Private NetwoA (VPN) is a secure data path traversing a non-secure medium, such as the intemi^ Security is achieved by tozmeling the data tfaroui^ am encrypted communication link from source to destinatioiL Logon and password anthcntication is in:q)lnnented using various products and techniques. The final result is 2 safe and secure method of utilizing remote access. Requirements and Responsibilities 1. It is the responsibility of the Remote User to ensure that unaudionzed users are not alk>wed access to City of Carlsbad intemal nctwwks dirough flicir VPN connection. 2. VPN remote access is to be controlled using eidier a one-time passwwd authentication such as a tol^ device, a public/private key system widi a stiong passploasc, or a secure password diat changes frequcndy. 3. General access to thc Interact for recreational use by immediate household members throu^ thc City of Carlsbad Netwoik using a Remote Access c;onnection is not pennitted. The Remote User is responsible for ensuring that femiiy members do not access thc Carlsbad netwoik while thc secure connection is active -1- 4. At no time should any Remote User provide tiieir login or password to anyone, not even family members. 5. Configuration of remote access PC equipment fbr die puipose of ^lit-tmmeling or dual hommg is not permitted at any time. 6. AH conq>utcis remotely connected to City of Cailsbad netwodcs must have vims scanning software installed, up to dale and opoatioaal at all times. (Prcfened Anti-Virus products are - Symantec, McAfee, Trend Micro and Om^ter Associates. Ifyou have a Anti-Virus product not Hsted, your VPN access may be delayed while a validation mediod is developed) 7. All remotely connected computers must have thc most current security and system patches instaUed. 8. Only VPN clients a^^oved by Infonnation Technology Department may be used. 9. Thc VPN connection is hmited to an absolute connection time of twelve (12) houis. 10. VPN users will bc automatically disconnected firom City of Carlsbad's octwoik after thirty (30) minutes of inactivity. Tbe user must dicn logon again to reconnect to tiie netwoik- Artificial netwcA processes aic not to be used to keep the coimection open. All activity will be monitored. U. Remote Users who wish to inclement remote access methods other dian tiiose provided by dw City nmst obtain written priw af^iroval from die InjibniuUion Technology Department Director. 12. The use of VPN technology to conduct City business may bc subject to die same requirements as all <Aer City Technology Resources. Users must understand diat dicir machines are a de &cto extension of City of Carlsbad's netwoik, and may bc subject to die provisions under die Public Jteconfe Act. Vendor/Contractor/Tliird Party Procednns 1. VendOT/Contractor/rhird Party Remote User may only use tbe Netwoik Connection for business pmposes as outhned by die VPN Access Request Fonn. 2. Citv of Carisbad Systems and Applicatipps 2.1 Vendor/Contractor/Third Party Remote User may be st^Jporting an Apphcation or System owned, liceaised or leased by die City of Carlsbad. 2.2 Vendor/Contractoi/Third Party Remote User may modify the configuration ofthe City of Carlsbad AppUcatKjn or System only after notification ai^ s^^oval by audiorized City of Carlsbad Inifonnation Technology pCTSoraiel. 2.3 Vcndor/Ccmtractor/Third Party Remote User will not change or delete any passwords set on City of Carlsbad Applicatiim or System widiout prior a^}proval by audiorized City of Carlsbad Information Tcchnok>gy pcrsomiel. Pronq)tly Jxpon any such change, Vendor/Contiactor/Third Party Remote User shall provide City of Carlsbad widi such changed password. 3. Network Securitv 3.1 Vendor/Contractoi/Third Party Remote User will be listed in die VPN Access Request Form. -2- 3.2 Vendor/Contiactor/Third Party's Managemcnt/Siq>ervisQr will pmiap^ notify City of Carlsbad whenever any Aadicsized Remote User leaves Vcndor./Contractor/Third Party's employ or no longer requires access to die Remote Access Connection or City of Carlsbad Application or System. Vendra/Contractor/Thifd Party Remote User shall notify City of Carisbad in writing pron^tly upon a change in the user base for thc woik performed over die Remote Access Connection or fimctional requirements of the Remote Access Connection are necessaiy. Enforcement Any Remote User fbund to have violated diis policy will have dieir remote access privileges immediately KvtAscd and may be subject to disciplinary and/or le^ actioa. AntborHy: The individuals executing diis Agreement and the instruments refereixred in it on behalf of EmployeeATcndor/ContiactoryThtrd Party each represent and wairant diat diey have die legal power, right sand actual audKMXty to bind Eo4>loyee/"Veador/Conttactor/Thifd Party to die tenns and conditions of diis Agreement. By signing betow, I undezstand diat die City of Carlsbad will not be responsible for any damages I may incur as a result of my use of die VPN. Remote User Audiorized Signature Remote User Audiorized Signature Printed Name Printed Name Email/Phone Number Email/Phooe Number Date Date Remote User Audiorized Signature Remote User Authorized Signature Printed Name Printed Name Email/Phone Number Email/Phone Number Date Date Remote User Audiorized Signature Remote User Audiorized Signature Printed Name Printo) Name Ematl/Phonc Number Email/nKmc Number Date Date Rnnote User AudK)rized Signature Con^any's President, Vice President or CEO Printed Name Printed Name Email/Phone Number Email/Phone NundKf Date Date fiivwriKSf vUf) Department Head 0iMTtaiKtv^t Yl AuduMrized Signature Pnnted Name PimtedName Date Date -4-