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HomeMy WebLinkAbout1. RFP - City of Diamond Bar Agenda Management and Live Streaming SystemCity of Diamond Bar Agenda Management and Live Streaming S ystem 1 | Page CITY OF DIAMOND BAR REQUEST FOR PROPOSALS AGENDA MANAGEMENT AND LIVE STREAMING SYSTEM Proposal Release Date: Vendor Questions Due: Proposal Due Date: RFP Delivery: Wednesday, July 3, 2024 Wednesday, July 17, 2024 by 10:00 AM PST Friday, August 2, 2024 by 2:00 PM PST Planet Bids Posting https://vendors.planetbids.com/portal/39500/bo/bo- detail/119589 To: Alex Batres Management Analyst ABatres@DiamondBarCA.Gov City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765 City of Diamond Bar Agenda Management and Live Streaming S ystem 2 | Page PART I GENERAL INFORMATION AND PROJECT BACKGROUND 1. INTRODUCTION The City of Diamond Bar (“City”) is seeking proposals from qualified firms (“Proposers”) for an Agenda Management and Live Streaming System. The primary objective is to acquire a comprehensive software solution responsive to this Request for Proposal (“RFP”) that can effectively handle report and agenda creation, streamline management, ensure efficient distribution, and enable public access for City Council, Commissions, and Committee meetings. The desired software should also facilitate improved efficiency through the implementation of controls for revising and finalizing agenda items submitted by various internal departments. Additionally, it should offer management controls for approval, publication, distribution, and archiving of all agenda materials. The City of Diamond Bar is open to considering both hosted services – cloud- based and on-premise solutions. Proposers are encouraged to propose either or both solutions, and the City will evaluate each solution independently based on functionality and constraints indicated in the proposal. It is important to note that the lowest-cost solution will not be the sole determinant in the award. 2. ABOUT THE CITY Diamond Bar is a scenic community located on the eastern edge of Los Angeles County, within minutes of Orange, Riverside, and San Bernardino counties. With its origin as a center for ranching perched among a landscape of rolling hills in the East San Gabriel Valley, Diamond Bar became one of the first master planned communities in Los Angeles County dating back to 1956, and is known for its friendly country-living atmosphere, abundant open spaces, exceptional public facilities, well-maintained parks and hiking trails, and excellent schools. In 1989, Diamond Bar became the 86th city in Los Angeles County. Today, Diamond Bar covers 14.9 square miles and is home to 53,000 residents. Diamond Bar is bounded by the cities of Industry and Pomona to the north, Chino Hills to the east, and unincorporated Los Angeles County to the south and west. With convenient access to State Routes SR-57 and SR-60, Diamond Bar is within 30 miles driving distance of the cities of Los Angeles, Riverside, and City of Diamond Bar Agenda Management and Live Streaming S ystem 3 | Page Irvine, making it a desirable destination to live and work. The Industry Metrolink Station lies on the City’s northern border, providing east-west transit connections to Los Angeles and Riverside. Diamond Bar operates under the council-manager form of government. Residents elect a five-member City Council, which selects a Mayor and Mayor Pro Tem each year to serve for one year. The City Council also appoints a City Manager to supervise the City’s day-to-day operations. 3. PROJECT BACKGROUND The selected Agenda Management and Live Streaming System Proposer will provide the City of Diamond Bar with expertise, resources, and state-of-the art technology to replace the existing system – Accela IQM2. The system should enhance existing collaborative relationships across the City and expand access to the public for an Open, Engaged, and Responsive Government. The new system must be able to migrate existing data from Accela IQM2, with all services provided through one integrated solution. A piecemeal approach is not preferred by the City. The primary use of the new system will be for the City Council and other City Commissions, and Committees. Meetings must comply with the California Brown Act, California Govt. Code 54950 et seq., which requires meetings held by local legislative bodies to be open to the public and discussions and action items be made public via the posting of an agenda and supplemental items through a public-facing repository. The City Clerk’s Office must provide a copy of the agenda and/or entire agenda packet to members of the governing bodies and interested parties at the time the agenda is posted. The Proposer is responsible for verification of website features and functionality if they will be specifying a system that is dependent on the City’s current website environment. The City currently utilizes Civic Plus’s website, and the new system must integrate with existing website features and functionality. 4. CITY’S CURRENT TECHNICAL ENVIRONMENT The City has established technology standards and seeks to adhere to them as part of the implementation to the extent practical. The lists provide Proposers with a current summary of the City’s network and computing environments, and standards. City of Diamond Bar Agenda Management and Live Streaming S ystem 4 | Page In preparing responses, Proposers must remain diligent in referencing the standards provided below to ensure the responses clearly identify: • Areas of known potential conflict between the Proposers proposed solution and the City’s defined environments • Recommendations of how best to implement and operate the proposed solution within the City’s defined environments Network Infrastructure Configuration (WAN & Internet): • The City’s network consists of two major buildings/sites. The City’s two major buildings/sites are connected by a Fiber Optic cable, running at 10 GB. • The City has multiple redundant firewalls. • The City has triple redundant internet access circuits (at a Maximum speed of 100MB) with a diversity of paths including a satellite link, consolidated through redundant FatPipe appliances. • All key components of the network are covered by a warranty/maintenance/scheduled replacement process. • Most IT operations are internally supported with external support on- call as needed. • Network monitoring is predominantly done by SolarWinds, with other vendor tools in-use for specialized and security functions. Data Center • The primary data center (server room) is located at City Hall. • The data center has a dedicated UPS and an automatic fail-over generator. • The data center has a Clean-Agent Fire Suppression system. • The Server Racks have an ISO Base Earthquake-Protection system. • There are dual dedicated cooling systems. • The City does NOT maintain a complete “HOT” secondary data center, and instead has chosen to preposition hardware and software at our Disaster Recovery storage site. Data Network • The City’s data network predominately uses equipment manufactured by Cisco Systems • The network is highly reliable with 99.99% uptimes over many years. • The network supports data, VOIP, video, etc. • 1 GB Ethernet is used to connect all workstations to the core switch. City of Diamond Bar Agenda Management and Live Streaming S ystem 5 | Page Server & Operating System Standards • MS Windows/SQL is the desired database and operating system. They currently use: o HP DL380 (Dual Xeon) 80GB Ram o Windows Server 2016/Windows Server 2019 • The City relies primarily on physical servers. • These servers are scheduled to be replaced every 5 years. • All solutions integrate to active directory with 2-Factor Authentication from Duo. • The server infrastructure is managed by City Staff, including the process for creation/deletion of workstation and email accounts. • The City prefers Microsoft SQL databases. Storage and Backup Environment The City has an offsite backup and data recovery procedure that sends “full” backups out daily to a location that also has prepositioned hardware for disaster recovery purposes. Workstation Standard • The City has over 125 computing devices on the network, and over 700 IP addressed devices. • Workstations are predominately Hewlett Packard manufacture d. • Workstations are replaced every 4-5 years. • The current standard workstation operating system is Windows 10/Windows 11. • The City has workstation and patch management solutions in place. • The City allows Chrome, Firefox, Internet Explorer and Edge browsers to be used on its network. • The City is currently an Office 2021/2019 user environment. • The City has anti-virus and end-point protections applications in use. • The City allows FSLA exempt employees to access the City computing resources via SSL VPN, on a fixed or mobile device of their choosing. Field staff with hand-held devices are currently being issued Android based smartphones and cellular enabled Apple iPads. 5. CURRENT SOFTWARE APPLICATION The City currently utilizes Granicus’s MinuteTraq/Accela/IQM2 for meeting management and live streaming service for nine (9) legislative bodies, including the City Council, three (3) Commissions, and five (5) City Council Committees. Each legislative body has unique agenda and agenda item templates from which to choose. The City has 42 active users and over 15 different City of Diamond Bar Agenda Management and Live Streaming S ystem 6 | Page department/group types within MinuteTraq/Accela/IQM2. The City has been holding hybrid meetings in-person at City Hall and other locations, with a remote participation option through GoToWebinar. The City foresees continuing hybrid meetings using GoToWebinar for all legislative bodies indefinitely. The City has approximately 16 years of City Council, Planning Commission, Traffic and Transportation Commission, and Parks and Recreation Commission agendas, agenda packets, public comments, and videos. All contents are currently on the City’s public-face repository that Granicus hosts. 6. POINTS OF CONTACT Questions must be submitted on or before Wednesday, July 17, 2024, by 10:00 a.m. PST. Questions sent directly to City Staff will not be addressed and Proposers will be directed to submit their question(s) online via the PlanetBids posting: https://vendors.planetbids.com/portal/39500/bo/bo-detail/119589 For any questions not related to the RFP: Alex Batres, Management Analyst ABatres@DiamondBarCA.Gov City of Diamond Bar Agenda Management and Live Streaming S ystem 7 | Page PART II SCOPE OF WORK 1. GUIDING PRINCIPLES The primary objective of this project is to improve the productivity of staff through the effective use of technology and training. Proposals shall describe how the Proposer’s software encompasses the following principles: • Simplicity - The system must be clear and easy to use for a wide array of City staff with varying degrees of technological ability. • Accessibility - The system must allow access via Apple and Android products, smartphone, tablet, or desktop computer. Users must be able to upload, edit, and view agenda materials on these devices from anywhere without any limitations due to compatibility issues. The public facing information must comply with the accessibility standards required under the Americans with Disabilities Act and the regulations promulgated by the U.S. Department of Justice. • Compatibility - The system must be able to integrate with the City’s technology and network infrastructure. • Transparency - The system must ensure that the published agenda packet and meeting live stream video is easily accessible on the City's website to promote government transparency. 2. FUNCTIONAL REQUIREMENTS Please complete the Functional Requirements Questionnaire attached as Appendix A. This list contains system features that the City considers to be essential Agenda Management and Live Streaming System functions for the way they do business. It should not be considered an attempt to list the common functionalities that any Agenda Management and Live Streaming System would be expected to contain. Proposers will be required to warrant that their Agenda Management and Live Streaming System will fulfill the functionalities described in Appendix A, as well as any additional functionalities described in the Proposer’s literature or functionalities presented in the software demonstrations. All system features are assumed to come “Out-Of-The-Box”, with the version being City of Diamond Bar Agenda Management and Live Streaming S ystem 8 | Page proposed in your response. The ‘Version’ column should only be used to denote features that exist in future versions. Please indicate the release date of the future version by utilizing the ‘Vendor Comments’ section. If the ‘Version’ you are responding to this RFP with includes these specific features, then leave the ‘Version’ column blank. All vendors must respond to each of the requirement items listed in Appendix A using one (1) of the responses listed in the ‘Response Key’ below. Each item must have a response entered into the ‘Vendor Response’ section in order to be considered. Vendors are encouraged to use the ‘Vendor Comments’ section to help clarify or substantiate any of their responses. RESPONSE KEY 1. FP = fully provided “Out-Of-The-Box” 2. CO = supported with appropriate configuration (no changes to underlying standard code required) 3. CU = custom development to underlying code is required. Please provide estimated cost of modification in ‘Vendor Comments’ section 4. TP = third party software required. Please identify required third party software in ‘Vendor Comments’ section 5. NA = not available 3. DATA MIGRATION In addition to an Agenda Management and Live Streaming System, the selected Proposer will be expected to perform migration of existing agenda documents and videos into the new system. The City needs to migrate and archive one (1) year of City Council, Planning Commission, Traffic and Transportation Commission, and Parks and Recreation Commission agendas, agenda packets, public comments, and videos on the public-facing repository. All contents are currently on the City’s public-facing repository that is hosted by Granicus. 4. TECHNICAL REQUIREMENTS The Agenda Management and Live Streaming System must address or achieve the following technical specifications: • Compatible with various productivity application software, supports a variety of web browsers, and provides a responsive design for mobile browsers. City of Diamond Bar Agenda Management and Live Streaming S ystem 9 | Page • Agendas need to be accessible online for City and public use. The online agenda packets and attachments should be accessible and integrated with the City’s website, as well as integrated with a streaming media system for meetings to watch a meeting's streaming video live while being able to view the meeting's agenda and agenda item reports. • The Proposer must display the capability of integrating with third party document management platforms. The City currently utilizes Laserfiche for this purpose. 5. SUPPORT REQUIREMENTS The Proposer of the Agenda Management and Live Streaming System must provide the following support specifications: • System support by the vendor during the duration of the contracted term. • Support for the system available online, by telephone, or email during normal business hours of 7:30 a.m. - 5:30 p.m. PST Monday through Friday, and until 10:00 p.m. PST on meeting days. Additionally, an alternative support method should be made available after regular business hours, should staff encounter any issues with the software, requiring staff to troubleshoot past normal business hours. • A web-based searchable help center for questions and articles that provide solutions. • Software updates for bug fixes and patches to keep the system current. • Send email notifications to System Administrators when there is a systemwide outage or issue that affects the performance of the system. • Support m ade available to any user of the system. 6. TRAINING REQUIREMENTS The Agenda Management and Live Streaming System Proposer must provide the following training specifications: • During implementation, and when the City determines the new system is substantially operational, training must be provided for City staff. • System Administrators must be trained in all aspects of the system. Training should teach System Administrators how to troubleshoot the software and provide answers to specific needs or questions. System Administrators should City of Diamond Bar Agenda Management and Live Streaming S ystem 10 | Page also attend all training sessions to gain a deeper understanding of how all users will interact with the system. • Once the system installation is complete, or when determined by City to be substantially operational, end-users must be trained. The training should involve a hands-on approach and teach them how to utilize the new system. • Detailed documentation of all software installations, including operations and configurations and procedures to the City. Documentation should also include administrative documentation or manuals for system administrators and end-user documentation or manuals for system end-users. City of Diamond Bar Agenda Management and Live Streaming S ystem 11 | Page PART III RFP SUBMITTAL GUIDELINES AND SCHEDULE 1. ADMINISTRATIVE REQUIREMENTS Proposals shall be delivered by the proposal deadline via the PlanetBids portal. All proposals submitted in response to this RFP will become property of the City upon submittal and a matter of public record pursuant to applicable law. Late submittals will not be accepted. Proposals may be withdrawn if written notification of withdrawal of the proposal is signed by an authorized representative of the Proposer and received at the City office prior to the closing time for receipt of proposals. Proposals cannot be changed or withdrawn after the time designated for receipt. Questions regarding this RFP shall be submitted via PlanetBids no later than Wednesday, July 17, 2024 at 10:00 a.m. PST. Questions and responses may be made available to all potential proposers. The City will review all proposals received by the submittal deadline indicated in this RFP. Proposals that do not meet the minimum requirements of this RFP will be rejected. The City reserves the right to select the firm that best meets the overall needs and offers the best overall value to the City based on a variety of criteria, including but not limited to, experience of the project team implementing agenda management and live streaming systems, successful completion of similar agenda management and live streaming systems, scope of work, and cost effectiveness, but not solely on the lowest cost of services. Proposers considered most responsive to this RFP may be requested to attend at least one (1) interview with the City to clarify and elaborate on the details set forth in their proposal. The finalists will be invited to make an oral presentation to the City to demonstrate how the solution best meets the City’s needs as outlined in this RFP. The City may determine that a selection can be made without conducting interviews and/or oral presentations. Upon completion of the City's evaluation process, the most qualified Proposer shall be invited to meet with the City to negotiate compensation, terms, and conditions. If an agreement is not reached, the negotiations will City of Diamond Bar Agenda Management and Live Streaming S ystem 12 | Page be terminated, and similar interviews and/or oral presentation will then follow with the next Proposer. All such negotiations shall be strictly confidential, and in no case shall the compensation involving one Proposer be discussed with another or made public until negotiations with a successful Proposer are completed. Proposals will become public upon publication of a recommendation for award of a contract to the City Council. The City of Diamond Bar shall not be liable for any pre-contractual expenses incurred by any Proposer, nor shall any Proposer include any such expenses as part of the proposed cost. Pre-contractual expenses include any expense incurred by a Proposer prior to the date of an executed contract, such as the cost of preparing and submitting a proposal and negotiating any terms with the City. The proposed system shall be defined to be “accepted as final” by the City after successful completion of the following performance examinations: software performance examination, system functional competence examination, approval of as-built, training, and system documentation. The City shall be the sole judge of whether all conditions for Final Acceptance criteria have been met, but this will not be unreasonably withheld. 2. LEGAL REQUIREMENTS The selected Proposer must comply with all Federal, State and Local laws and regulations including obtaining a City Business License. 3. SUBCONTRACTING The Proposer may utilize the service of specialty Subcontractors on those parts of the work which, under normal contracting practices, are performed by specialty Subcontractors. Unless a specific Subcontractor is listed by the Proposer in Appendix B, Proposer is representing to City that Proposer has all appropriate licenses, certifications, and registrations to perform the work hereunder. After submission of the Proposal, the Proposer shall not award work to any unlisted Subcontractor(s) without prior written approval of the City. The Proposer shall be fully responsible to the City for the performance of the Subcontractors, and of persons either directly or indirectly employed by them. Nothing contained herein shall create any contractual relation between any Subcontractor and the City. City of Diamond Bar Agenda Management and Live Streaming S ystem 13 | Page 4. RIGHT TO REJECT ALL PROPOSALS The City reserves the right to withdraw, reduce, or revise elements of the scope of work prior to the award of any contract. Furthermore, the City reserves the right to reject any or all proposals submitted; and no representation is made hereby that any contract will be awarded pursuant to this Request for Proposal, or otherwise. All costs incurred in the preparation of the proposal, in the submission of additional information and/or in any other aspect of a proposal prior to the award of a written contract will be borne by the Proposer. The City shall only provide the staff assistance and documentation specifically referred to herein and shall not be responsible for any other cost of obligation of any kind which may be incurred by the proposing firm. The City may investigate the qualifications of any Proposer under consideration, require confirmation of information furnished by a Proposer, and require additional evidence of qualifications to perform the services described in this RFP. In addition to the rights described above, the City reserves the right to: • Issue subsequent Requests for Proposals. • Cancel the entire Request for Proposal. • Remedy technical errors in the Request for Proposal process. • Appoint evaluation committees to review proposals. • Seek the assistance of outside technical experts in proposal evaluations. • Approve or disapprove the use of particular subcontractors. • Establish a short list of Proposers eligible for discussions after review of written proposals. • Negotiate with any, all, or none of the Proposers. • Solicit best and final offers from any or all Proposers. • Award a contract to one or more Proposers. • Accept other than the lowest offer. • Waive informalities and irregularities in proposals. • Require a demonstration of the functionality the Proposer is proposing. 5. ALTERNATIVE PROPOSALS Alternate proposals that contain a material change, improve the functionality, and reduce costs will be considered, particularly as it relates City of Diamond Bar Agenda Management and Live Streaming S ystem 14 | Page to the service delivery platform (i.e., cloud-based versus on-premise). At no time will more than two (2) proposals be considered from a single Proposer and they must be submitted as a complete package of forms clearly labeled as “Option 1 – Cloud-Based” and “Option 2 – On-Premise”. 6. CONFLICT OF INTEREST Proposer covenants that the company, its officers, employees and/or agents presently have no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services requested herein by the City. Proposer further covenants that, in the performance of any contract or agreement resulting from this RFP, no subcontractor or person having such an interest shall be employed. Proposer certifies that to the best of Proposer’s knowledge, no one who has or will have any financial interest under any contract or agreement resulting from this RFP is an officer or employee of the City. 7. PUBLIC RECORDS ACT Responses to this RFP become the exclusive property of the City and subject to the California Public Records Act. Those elements in each proposal which are trade secrets as that term is defined in Civil Code section 3426.1(d) or otherwise exempt by law from disclosure and which are prominently marked as "TRADE SECRET", "CONFIDENTIAL", or "PROPRIETARY" may not be subject to disclosure. The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law or by an order of the Court. Proposers which indiscriminately identify all or most of their proposal as exempt from disclosure without justification may be deemed non-responsive. In the event the CITY is required to defend an action on a Public Records Act request for any of the contents of a proposal marked "confidential", "proprietary", or "trade secret", Proposer agrees, upon submission of its proposal for City's consideration, to defend and indemnify the City from all costs and expenses, including attorney’s fees, in any action or liability arising under the Public Records Act. City of Diamond Bar Agenda Management and Live Streaming S ystem 15 | Page 8. QUESTIONS All questions concerning this RFP should be posted on the PlanetBids Posting: https://vendors.planetbids.com/portal/39500/bo/bo-detail/119589 Questions must be submitted on or before Wednesday, July 17, 2024, by 10:00 a.m. PST. Questions sent directly to City Staff will not be addressed and Proposers will be directed to submit their question(s) online via the PlanetBids posting. 9.TENTATIVE RFP SCHEDULE RFP Schedule PlanetBids Posting of RFP July 3, 2024 Final Day for Submission of Questions July 17, 2024 by 10:00 a.m. PST City Response to Requested RFP Clarifications Published July 19, 2024 Deadline for Receipt of Proposals August 2, 2024 by 2:00 p.m. PST Interviews and/or oral presentations w/ top ranked Vendors (if necessary) TBD Award of Contract August/September 2024 NOTE: These dates represent a tentative schedule of events. The City reserves the right to modify these dates at any time, with appropriate notice to prospective Proposers. City of Diamond Bar Agenda Management and Live Streaming S ystem 16 | Page PART IV SELECTION CRITERIA 1. OVERVIEW The selection of the software solution will be performed on a competitive basis and in accordance with the City’s Purchasing Ordinance for professional services: https://library.municode.com/ca/diamond_bar/codes/code_of_ordinance s?nodeId=CICO_TIT3REFI_CH3.24PU In reviewing and evaluating the response to this RFP, the City will consider the following: • Responsiveness and comprehensiveness of the response to this RFP • Company background and experience • Demonstrated experience and qualifications of the proposed Project Manager and other implementation staff • System functionality • Reasonableness of the proposed costs • Software demonstration • Information obtained from references • Ability to meet City’s terms and conditions (See Part VI) The criteria should not be construed so as to limit other considerations which may become apparent during the review and selection process. City of Diamond Bar Agenda Management and Live Streaming S ystem 17 | Page PART V SUBMISSION PROCEDURES AND FORMAT Proposals shall be prepared simply and economically, providing a straightforward, concise description of the Proposer’s capabilities to satisfy the requirements of this RFP. ACCURACY AND COMPLETENESS The Proposer’s proposal must set forth accurate and complete information as required in this RFP. Unclear, incomplete, and/or inaccurate documentation may not be considered. Misrepresentation of any information, functionality or facts may result in Proposer disqualification or a finding of non-responsive by the City. If the Proposer knowingly and willfully submits false performance or other data, the City reserves the right to reject that proposal. If it is determined that an agreement was awarded as a result of false performance or other data submitted in response to this RFP, the City reserves the right to terminate the agreement, and seek other legal remedies as allowed by law. Unnecessarily elaborate or lengthy proposals or other presentations beyond those needed to give a sufficient, clear response to all the RFP requirements are not desired and may be found to be non-responsive. The City reserves the right, at its sole discretion, to waive minor defects in any proposal submitted by Proposers. Please use the following format to structure the RFP response. The response should include each section detailed below in the order presented and must be separated by corresponding sections. The details represent the items that are to be covered in each section of the response. Failure to address all items will impact the evaluation and may classify the response as non-responsive and preclude it from further consideration. Section Title 1.0 Cover Letter 2.0 Project Team 3.0 Application Software 4.0 Proposer’s Experience/References 5.0 Methodology/Project Understanding City of Diamond Bar Agenda Management and Live Streaming S ystem 18 | Page 1. SECTION 1.0 – COVER LETTER All proposals must include a brief cover letter summarizing key points of the RFP and addressed to the contact person on the cover page of this RFP. Cover letter must be signed by an individual with authority to bind the Proposer and should state all conditions proposed are valid for a period of at least ninety (90) calendar days. An unsigned cover letter, or a letter signed by a representative unauthorized to bind the Proposer, may be rejected. 2. SECTION 2.0 – PROJECT TEAM Establish the ability of the Proposer to satisfactorily perform the required work by providing an organization chart indicating principals and key project team members. Also, provide resumes or copies of licenses or professional certificates of the key personnel involved with this contract including personnel from subcontractors (if any). Identify the experience of the personnel assigned and briefly outline the responsibilities of each member. If any changes in personnel or subcontractors occur during the contract period, the Vendor shall notify the City and furnish the same required information for review and approval. Replacement candidates must have the same or higher level of similar experience as the original project team member they replace. Resumes of replacements shall be submitted with all applicable information. Additionally, proposers are required to complete a Company Profile Questionnaire provided as Appendix C. 3. SECTION 3.0 - APPLICATION SOFTWARE The Proposer is required to provide a description of the proposed solution and 6.0 Implementation Plan 7.0 Cost Proposal 8.0 Insurance 9.0 Purchase and License Agreement 10.0 Required Documents/Appendices: a. Functional Requirements - Appendix A b. Sub-Consultants - Appendix B c. Company Profile Questionnaire – Appendix C City of Diamond Bar Agenda Management and Live Streaming S ystem 19 | Page how it will meet requirements of this RFP. This section must address, at a minimum, the following: a. Describe the overall proposed technology solution. b. Describe unique aspects of the Proposer’s solution in the marketplace. c. Describe components of the solution that are industry standards versus being proprietary to the Proposer. d. For third party products proposed that are integrated with the Proposer’s solution, provide the following for each product: i. Reason that this product is a third-party product versus being part of the Proposer’s solution. ii. Extent to which this third-party product is integrated with the Proposer’s solution. 4. SECTION 4.0 – PROPOSER’S EXPERIENCE/REFERENCES Provide a list of at least three (3) references who may be contacted to discuss their experience working with the Proposer’s team on similar projects. Please provide contact information including Organization, Name, Title, Address, Phone, Email, Project Name and Date of Completion. Proposer may, but is not required to submit additional references applicable to this RFP. 5. SECTION 5.0 – METHODOLOGY/PROJECT UNDERSTANDING Describe the approach and methods that will be used to meet the Scope of Work, which include Functional Requirements, Data Migration, Technical Requirements, and Training Requirements. Describe the role of the City in each of the phases. Identify any datasets the City will be required to provide. Also, identify any potential concerns or problems that your firm anticipates during the term of this contract. 6. SECTION 6.0 - IMPLEMENTATION PLAN The Proposer is to provide an implementation plan in narrative format supported by an activity-level project plan using Microsoft Project or similar tool that details how the proposed solution is to be implemented. It is expected that the Vendor will lead the efforts in each of the implementation areas described in this RFP unless stated otherwise. City of Diamond Bar Agenda Management and Live Streaming S ystem 20 | Page 7. SECTION 7.0 – COST PROPOSAL Provide a detailed not-to-exceed proposal to accomplish the services identified in the RFP. At a minimum, the cost proposal should include the name of Proposer, name of employee, title, hourly billing rate and required hours of work by task or subtask. In addition to a detailed cost analysis for the entirety of the project, the proposer should include a breakdown of the following: • Initial Project Cost – Upfront Software Licensing/Subscription Cost with each component itemized. The total of this separate schedule should have a direct relationship to the total all-inclusive not-to-exceed price. • Ongoing System Cost – Annual Maintenance/Subscription Cost for Years 2-5, including 3rd Party software if applicable, and associated annual cost increases (with each component itemized, other future upgrade costs, technical support, etc.). Proposers who are proposing an on-premise solution should include the estimated cost of all required hardware to operate their system. Likewise, Proposers who are proposing a cloud-based solution should include any associated one-time infrastructure related costs. Please clearly highlight any additional or recommended tasks and associated costs that are included. No additional charges for items such as transportation, out-of-pocket expenses, etc., will be paid unless these are specifically included in the proposal. Should Proposer determine additional work may be necessary beyond the scope of work outlined in the City’s RFP, those work items shall be included in the cost proposal listed as “Optional”. 8. SECTION 8.0 – INSURANCE Proof of insurance requirements addressed in the City’s Standard Purchase and License Agreement (see Part VI) of this Request for Proposal shall be submitted by the selected Proposer upon execution of the contract as defined under the City’s existing purchasing Ordinance. The selected Proposer must submit a "Statement Certifying Insurance Coverage" certifying that the required insurance coverage will be obtained by the Proposer, and that the Proposer understands said coverage is City of Diamond Bar Agenda Management and Live Streaming S ystem 21 | Page prerequisite for entering into an agreement with the City. The Proposer is required to confirm with its insurance carrier that it can meet all the requirements for insurance. Failure to meet the insurance regulations as set forth shall result in proposer’s disqualification. 9. SECTION 9.0 – CITY’S STANDARD PURCHASE AND LICENSE AGREEMENT Provide a statement certifying that you agree to the City’s Standard Purchase and License Agreement terms and conditions found in Part VI and SaaS terms and conditions found in Part VII. Any proposed edits to the agreement and/or SaaS terms and conditions shall be submitted with the proposal for staff’s review and consideration. 10. SECTION 10.0 – REQUIRED DOCUMENTS/APPENDICES Proposers shall complete and submit the following Appendices: 1. Appendix A – Functional Requirements 2. Appendix B – Sub-Consultants 3. Appendix C – Company Profile Questionnaire Instructions on how to fill out Appendices A, B, and C are provided below. a. Functional Requirements (Appendix A) This list contains system features that the City considers to be essential Agenda Management and Live Streaming System functions for the way they do business. It should not be considered an attempt to list the common functionalities that any Agenda Management and Live Streaming System would be expected to contain. Proposers will be required to warrant that their Agenda Management and Live Streaming System will fulfill the functionalities described in Appendix A, as well as any additional functionalities described in the Proposer’s literature or functionalities presented in the software demonstrations. All system features are assumed to come “Out -Of-The-Box”, with the version being proposed in your response. The ‘Version’ column should only be used to denote features that exist in future versions. Please indicate the release date of the future version by utilizing the ‘Vendor Comments’ section. If the ‘Version’ you are responding to this RFP with includes these specific features, then leave the ‘Version’ column blank. All vendors must respond to each of the requirement items listed in Appendix City of Diamond Bar Agenda Management and Live Streaming S ystem 22 | Page A using one (1) of the responses listed in the ‘Response Key’ below. Each item must have a response entered into the ‘Vendor Response’ section in order to be considered. Vendors are encouraged to use the ‘Vendor Comments’ section to help clarify or substantiate any of their responses. RESPONSE KEY 1. FP = fully provided “Out-Of-The-Box” 2. CO = supported with appropriate configuration (no changes to underlying standard code required) 3. CU = custom development to underlying code is required. Please provide estimated cost of modification in ‘Vendor Comments’ section 4. TP = third party software required. Please identify required third party software in ‘Vendor Comments’ section 5. NA = not available b. Sub-Consultants (Appendix B) Proposer shall provide information regarding the utilization of Sub- Consultants using the form provided. Please note that it is the responsibility of the prime contractor to ensure that the agreement terms and conditions extend to its proposed Sub-Consultants. c. Company Profile Questionnaire (Appendix C) Under this section, Proposers shall complete the Company Profile Questionnaire referred to in Appendix C of this RFP. If subcontractors are being proposed, please complete a Company Profile Questionnaire for each subcontractor as well. Please make sure other products and solutions offered by your company are also included, as the City may wish to purchase additional functional modules in the future. City of Diamond Bar Agenda Management and Live Streaming S ystem 23 | Page PART VI CITY’S STANDARD SOFTWARE PURCHASE AND LICENSE AGREEMENT THIS AGREEMENT (hereinafter the "Agreement") is made this ______ day of ______________, 2024, (the "Effective Date") by and between the City of Diamond Bar, a municipal corporation, (hereinafter the "CITY"), and XXXXX (hereinafter the "VENDOR"). The CITY and the VENDOR are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. The VENDOR, having received a copy of the CITY's “Agenda Management and Live Streaming Service” RFP Dated x/xx/2024 and all additional requested materials, represents it has the necessary information to evaluate the suitability of their product(s) to the CITY’s needs and workflows and desires to perform and assume responsibility and obligation for the provision of the software and services identified in this Agreement, as hereinafter described, on the terms and conditions set forth herein.. B. The CITY desires to engage VENDOR to provide such software and services, as hereinafter described, commonly called the Agenda Management and Live Streaming Software Solution on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the CITY and the VENDOR agree as follows: SECTION I DEFINITION OF TERMS For purposes of this Agreement, the following are defined terms: Acceptance Testing means the process by which the CITY tests, verifies and confirms that all applications and integration successfully meet the CITY’s business processing & workflow requirements as identified in Exhibit "X" and the Functional Requirements document as identified in Exhibit “X”. This process will use the CITY’s test cases and workflows along with the “standard testing scripts” to be provided by the VENDOR, in order to determine that the solution works without material error. Change Order Document means the formal printed paper prepared by the VENDOR or by the CITY, outlining specific changes, additions or deletions to the City of Diamond Bar Agenda Management and Live Streaming S ystem 24 | Page Implementation Services to be completed, as more fully described in Section V of this Agreement. Escrow Agreement defines the arrangement by which one party deposits an asset with a third person (called an escrow agent), who, in turn, makes a delivery to another party if and when the specified conditions of the contract are met. Integration Software information technology process or software concerned with joining different subsystems or components as one large system. It ensures that each integrated subsystem functions as required. Licensed Application Software all software provided by VENDOR Material Error means any malfunction of the software or reproducible program error, as identified by CITY or VENDOR that halts or reduces the productivity of one or more users of the Software. This may be indicated by incorrect results in data, reports, or export to 3rd party systems. Project Completion means the actual completion by VENDOR of all Licensed Application Software functionality as required by this Agreement, fully operational and integrated within the CITY, without Material Error and acknowledged upon CITY providing VENDOR with a Letter of Final Acceptance confirming that VENDOR has fully implemented the Software Applications and related services. Project Plan is a formal document designed to guide the control and execution of a project. Project Schedule means the updated schedule attached as Attachment “X”, which includes project milestones with delivery dates for implementation and payment under this Agreement. Project Task Requirements mean those high-level tasks as set forth in Attachment “X” and related or required lower-level activities necessary to meet the functionality and project scope requirements of this Contract and VENDOR proposals. Proposal means all of the VENDOR response documents Quality Assurance means a planned and systematic pattern of actions necessary to provide adequate confidence that the product optimally fulfils customers' expectations, i.e. that it is materially error free and well able to perform the task it was designed for and ensure that standards of quality are being met. City of Diamond Bar Agenda Management and Live Streaming S ystem 25 | Page Software programming and operational information used by the computer to complete a task or function Subject-matter expert (SME) or domain expert is a person who is an authority in a particular area or topic System Configuration means the hardware, server, workstations, peripherals, cabling, networks, and other communications devices related to the physical installation. Staffing and Meeting Commitment means those staffing and meeting commitments as agreed upon. Technical Support Services mean those day-to-day technical support services as required in Section VII of this contract. Third Party Software means any software (and related documentation) not developed by VENDOR but purchased by the CITY from VENDOR or other provider under this project. Training means dedicated professional education about all Licensed Application Software and all associated documentation. Training may consist of both structured classroom training and individual operator training and assistance. Workaround means a temporary kluge used to bypass, mask or otherwise avoid a bug or misfeature in some system or a procedure to be employed by the user in order to do what some currently non-working feature should do. A workaround is not a resolution to a material error, only a device or procedure to lessen the impact while a permanent solution is being developed • Kluge means a software or hardware configuration that, while inelegant, inefficient, clumsy, or patched together, succeeds in solving a specific problem or performing a particular task. • Bug means a defect in the code or routine of a program. • Misfeature means a feature that eventually causes loss, possibly because it is not adequate for a new situation that has evolved. Since it results from a deliberate and properly implemented feature, a misfeature is not a bug. Nor is it a simple unforeseen side effect; the term implies that the feature in question as carefully planned, but its long-term consequences were not City of Diamond Bar Agenda Management and Live Streaming S ystem 26 | Page accurately or adequately predicted (which is quite different from not having thought ahead at all). SECTION II ENGAGEMENT OF SOFTWARE AND SERVICES OF THE VENDOR 1. Engagement of VENDOR. The CITY hereby engages the VENDOR, and the VENDOR promises and agrees to furnish to the CITY, subject to the terms and conditions set forth in this Agreement, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional services necessary for the Project (the "Services"). The Agreement shall consist of this Agreement, any exhibits attached hereto, the CITY's Request for Proposal dated _______, 2024, and the VENDOR’S Proposal, all of which are incorporated herein by reference. Each of these documents is an essential part of this Agreement and should be interpreted, when possible, to be complimentary and consistent. In the event of a conflict among the documents, the order of priority/precedence shall be as follows: (a) This Agreement; (b) the exhibits attached hereto; (c) the CITY's Request for Proposal; and (d) VENDOR’S Proposal. The VENDOR agrees to perform the Services in accordance with all applicable local, state and federal laws, rules and regulations in effect at the time the Services are provided. 2. Performance of the VENDOR; Standard of Care. The VENDOR accepts the relationship of trust and confidence established between the CITY and the VENDOR by the terms of this Agreement. The VENDOR covenants with the CITY to deliver Software and perform all Services under this Agreement in a skillful and competent manner, consistent with or in excess of the standards of skill, quality and care adhered to by recognized professionals in the same discipline in the State of California while performing services of a like or similar nature under like or similar circumstances. VENDOR represents and maintains that it is skilled in the professional calling necessary to perform the Services, and that it shall consider all recent proven and tested methods known and successfully employed by recognized professionals in the same discipline in the state of California. VENDOR shall also cooperate with the CITY and any other consultants or contractors engaged by or on behalf of the CITY in performance of the Project. The VENDOR covenants to use its commercially reasonable efforts to perform its duties and obligations under this Agreement in an efficient, expeditious and economical manner, consistent with the best interests of the CITY and the professional standard of care set forth in this Agreement. City of Diamond Bar Agenda Management and Live Streaming S ystem 27 | Page 3. Software License. VENDOR warrants that it holds all right(s) to license this Software. VENDOR grants to CITY, subject to the terms and conditions of this Agreement, a non-exclusive, irrevocable, non-transferable license (the license) to use the Software in Executable form, as furnished by VENDOR. No license is granted to CITY for the human readable code of the Software (source code). This license shall apply to all versions and copies of the Software furnished to CITY pursuant to this Agreement. The Software may be used by the CITY for any CITY purpose. Appendix "X" lists Application Software modules included in this Agreement. SECTION III VENDOR RESPONSIBILITY VENDOR represents that it will furnish to the CITY complete, fully operational and integrated Licensed Application Software and other necessary related installations and services as required by this Agreement. Such Licensed Application Software and necessary related installations and services shall be free from programming errors materially detrimental to the operation of the system. VENDOR agrees to be the primary VENDOR for all Licensed Application Software licensed from VENDOR. VENDOR will acquire, deliver, install and certify the proper operation and integration of the Application Software and necessary related services. This includes, but is not limited to: 1. Acting as single point of contact for Licensed Application Software Installation and Third-Party Software integration, Training and Software support issues, for all activities within the scope of this Agreement. VENDOR is also responsible for the product design for the custom applications, development, data conversion, implementation and quality assurance. 2. Provide Licensed Application Software and related system support and maintenance on the Software provided by VENDOR. The CITY shall protect the work sites and work from damage and shall make good all entry to same occurring before the completion of the work to be performed under this contract. 3. All onsite work shall be scheduled in advance by VENDOR and the CITY and shall be approved by the CITY's Project Manager. City of Diamond Bar Agenda Management and Live Streaming S ystem 28 | Page 4. VENDOR shall meet all benchmark requirements of the Project Schedule set forth in Attachment "X", unless a revised schedule is mutually agreed upon in writing by Change Order. 5. VENDOR and the CITY shall comply with all applicable federal, California and CITY statutes, laws, ordinances, rules and regulations relating to the performance of their respective work hereunder, including intellectual property rights. 6. VENDOR shall secure at its own cost and expense, and be responsible for any and all payment of all income taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for VENDOR and its officers, agents and employees and all business licensed, in connection with the project and/or the services to be performed hereunder. 7. VENDOR agrees that title to all materials specifically developed for this Agreement, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and VENDOR shall turn these materials over to CITY upon expiration or termination for any reason of this Agreement. CITY may use these materials as it sees fit. 8. VENDOR shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provision of the United States Code regarding employment verification. 9. VENDOR shall be responsible for all out-of-pocket expenses, including but not limited to travel expense and office supplies. 10. VENDOR is required to provide the necessary resources to ensure the success of this project. 11. VENDOR is responsible for providing Integration Software for the CITY. 12. The project manager identified in VENDOR's Proposal ("Project Manager") shall coordinate all phases of the Services and act as the VENDOR’s representative for performance of this Agreement. The Project Manager shall have full authority to represent and act on behalf of the VENDOR for all purposes under this Agreement, and shall be available to the CITY at all reasonable times. The VENDOR Project Manager will also provide bi-weekly City of Diamond Bar Agenda Management and Live Streaming S ystem 29 | Page reports. The format of this report to be mutually agreed between the Parties’ Project Managers, listing the VENDOR’S work completed, the VENDOR’S expected work for the following week and any deviations from the project plan and how they are to be remedied. VENDOR agrees and acknowledges that the CITY's award of this Agreement was in significant part based upon the qualifications of VENDOR's Project Manager. As such VENDOR shall not remove or replace the Project Manager without the prior written consent of the CITY. If the Project Manager becomes unavailable due to illness, injury or no longer being employed by VENDOR, VENDOR shall immediately notify CITY and propose a new Project Manager of equal competence. The CITY may accept or reject the proposed Project Manager and if rejected, VENDOR shall propose another Project Manager until accepted by the CITY. In the event that no acceptable VENDOR provided project manager can be provided, VENDOR will pay liquidated damages in the amount equal to the CITY provided project manager not to exceed $750 per day. 13. VENDOR has represented to CITY that other certain key personnel will perform and coordinate the Services under this Agreement and acknowledges that the CITY's award of this Agreement was in significant part based upon the qualifications of these key personnel. Should one or more key personnel become unavailable, VENDOR may substitute other personnel of at least equal competence upon prior written approval of CITY. Any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the VENDOR at the request of the CITY. SECTION IV CITY'S RESPONSIBILITY The CITY shall reasonably cooperate with and assist VENDOR in the performance of its responsibilities under this Agreement. As part of the CITY's responsibilities, it will designate a qualified staff member or consultant who will be the CITY's Project Manager, and who will act as the primary liaison for the CITY and provide VENDOR with necessary information and data concerning CITY's operations and activities. The CITY will provide appropriate resources to participate in all phases of the Services. The CITY Project Manager, or his/her designee, shall be the principal liaison with the VENDOR. The CITY Project Manager shall make reasonable efforts City of Diamond Bar Agenda Management and Live Streaming S ystem 30 | Page to ensure proper and timely availability of all CITY personnel required by the VENDOR for successful completion of Services, in particular, but not exhaustively, IT staff, Subject Matter Experts, users, network and database administrators. The CITY shall render decisions required by this Agreement within the time indicated in the Project Schedule set forth in Attachment “X”, or if not specifically stated, with reasonable promptness so as not to unduly delay the progress of VENDOR’S Services. Specifically, the CITY shall be responsible for meeting specific milestones and providing specific deliverables that will be defined and mutually agreed to in the Project Plan. As required by Part V submission procedures and format section 4 implementation plan of the request for proposal document Statement of completion: The CITY agrees to issue a Letter of Completion in accordance with the conditions laid down in Section VIII. SECTION V MODIFICATION OF SCOPE (Change Orders) This Agreement may be modified only through an executed Change Order Document agreed to and signed off by the CITY and VENDOR. VENDOR OR CITY may request such changes in writing and shall specify: 1. Nature of requested change or modification to the contract, in detail; 2. How said proposed change or modification impacts Agreement and Project Schedule, if any; 3. The specific reason for the proposed change or modification; 4. If proposed by VENDOR, the total cost (add or deduct) of such proposed change or modification to the Agreement fixed price and the impact to the Project Schedule in number of days and the inclusion of a revised schedule depicting the impact of such change; 5. The name and signature of VENDOR or CITY representative proposing said change or modification. 6. Make the mutually agreed upon changes to the Project Schedule using Microsoft Project. City of Diamond Bar Agenda Management and Live Streaming S ystem 31 | Page If a Change Order request is made by CITY, VENDOR shall provide a written response to each change or modification requested and will provide a written quote within ten (10) working days following receipt by the VENDOR of the CITY's request, including schedule impacts. If VENDOR makes a change order request, CITY shall within ten (10) working days provide a written response to each VENDOR change or modification requested, including whether CITY will accept, reject or propose a modification to VENDOR'S request. If CITY fails to provide a response with said period, the Change Order request shall be deemed denied. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any change order, the terms and conditions of the change order shall govern as to the subject matter covered by the change order. No oral request for modification of services shall be binding on either Party. SECTION VI INSTALLATION A) INSTALLATION AND DELIVERY Delivery of the Licensed Application Software and test data shall be complete when all Licensed Application Software as listed in Attachment "X" is loaded onto the CITY's hardware environment and is fully installed for testing purposes and appropriately labeled media and Documentation is presented to the CITY as a complete system backup of the application software and data. The documentation shall include, but is not limited to, instructions as to how to completely re-install the contents of the media onto the hardware proposed. The Phase 1 delivery will include three separate databases. The first, a fully functional Test database, not necessarily with CITY converted data, which the CITY can use as a test-environment for experimentation and technical review. The second, a fully functioning Training database consisting of CITY data, which the CITY can use as a training environment for training staff and a third fully functioning Live Production database for live operations. It is intended that the Training environment will be used for Acceptance Testing. These three databases are to be maintained throughout the project in the following way: Test Database: This database will be fully replaced with the resulting database from each phase; City of Diamond Bar Agenda Management and Live Streaming S ystem 32 | Page Training Database: This database will be fully replaced with the resulting database from each phase; Data placed into production must be maintained and or merged as required with updates B) ACCEPTANCE TESTING Once the hardware and Application/Utility Software has been delivered, installed, and configured, and VENDOR has converted any CITY data and trained the designated CITY resources to operate the basic components of the Licensed Application Software, the Acceptance Testing Period can begin. During the Acceptance Testing Period, CITY will test all delivered software by executing any or all of the features as required by the Contract, Attachments, Proposals and change orders to ensure that all the Licensed Application Software is fully functional. VENDOR agrees to provide their standard testing scripts & test cases to assist CITY in the validation & testing of workflows and processes. During this time, which will be identified in the mutually agreed upon project schedule, VENDOR will provide regular access to a qualified technician via telephone. This technician will have full access rights to the CITY's [name of solution] server via the CITY’S VPN from [name of VENDOR] to connect to the CITY to assist CITY in the testing of these applications. C) FUNCTIONAL PERFORMANCE Functional performance of the overall system will be measured with the maximum number of purchased concurrent licenses being used simultaneously, maximum number of purchased client “browser” licenses, and internet functionality to support (50) concurrent internet users on a dedicated server configured with at least the minimum requirements provided by the VENDOR in the Proposal. The VENDOR will provide standard recommendations for the setup and configuration of the web server, database and application servers which are being provided by CITY solely for the use of the Software. The VENDOR will also provide standard recommendations for performance optimization on the network and other related systems. CITY understands and agrees that it has the responsibility to help ensure third party products and environments are configured appropriately for the demand that the Licensed Application Software will place on them. City of Diamond Bar Agenda Management and Live Streaming S ystem 33 | Page Notwithstanding CITY responsibility, VENDOR warrants that it will use its best efforts to assist CITY to configure and optimize all third-party products and environments that are used or accessed by the Licensed Application Software. D) DATA CONVERSION VENDOR has carefully reviewed the files and formats that will need to be converted. CITY shall be responsible, to the extent it has the information, for the accurate documentation of the current location, file, field and library names, and associated business rules (including valid values, ranges, default values, and any other characteristic or attribute of the data that VENDOR determines necessary to complete the Data Conversion so contemplated) for the data, which will be necessary to populate the Licensed Application Software. VENDOR will work with CITY to complete and validate data mapping document that identifies which CITY data is mapped onto specific fields in the Licensed Application Software. This task will be performed for all applications prior to the data conversion. VENDOR will work with prior/existing vendor to obtain data in a format(s) that allows for conversion to new systems requirements. VENDOR will be responsible for the accurate conversion of CITY's current data in machine-readable form to a Microsoft SQL Server database format, as required by the Licensed Application Software. VENDOR will be responsible for writing and executing all the necessary conversion programs. E) TRAINING VENDOR shall provide all training directly to the various user-groups for the Application Software at CITY's facilities. Additional training at CITY’s request will be available at VENDOR'S then current rates (for similar agencies and similar services). Trainers shall be experienced and knowledgeable in the specific VENDOR Application Software they are teaching and familiar with the procedures in similar VENDOR environments to the CITY. Furthermore, VENDOR shall provide a comprehensive course outline for each training session at least three weeks prior to the start of each session and will include the specific area that will be covered, who should attend, and expected outcomes. In addition, CITY may request modifications or enhancements to the specific course outlines up to two weeks prior to the start of a session pursuant to the related Business Process tasks associated with the Application Software using the Change Order process described in Section V of this agreement. VENDOR will make reasonable effort to accommodate such changes. VENDOR will provide necessary training materials and have session outlines and agendas for all training sessions provided to CITY at least five days in advance of the scheduled sessions. City of Diamond Bar Agenda Management and Live Streaming S ystem 34 | Page CITY may request a replacement trainer if, in the opinion of CITY there is evidence that the trainer initially scheduled has been ineffective in conducting specific training sessions. If VENDOR has been notified that a particular training session was ineffective because of the qualifications or techniques of the trainer and uses the same trainer in a subsequent session, which also turns out to be ineffective, CITY will be entitled to withhold payment for the subsequent session until a makeup session with a qualified trainer can be completed. The training dates, as set forth in Attachment “X” may be modified only by mutual agreement. F) COMPLIANCE WITH PROJECT SCHEDULE CITY and VENDOR recognize that time is of the essence under this Agreement and that compliance with the Project Schedule (Attachment “X”) is a material part of this Agreement. If either Party believes the other Party's deficient performance under this Agreement is causing a delay in Project Schedule, the Parties Project Managers shall meet as soon as practical and attempt to resolve the deficient performance. If the Project Managers are unable to resolve, the performance deficiencies shall be set forth in a written notice from the performing Party to the deficient performing Party, identifying the schedule issues with specificity. The Party receiving such notice shall respond thereto within 10 working days, including any proposed recovery schedule in Microsoft Project schedule format. If the Party's response does not resolve the schedule dispute, the issue shall be referred to the City Manager and VENDOR CEO for review and consultation. If the City Manager/CEO consultation does not produce resolution the Parties would then proceed to the mediation dispute resolution provision as provided in Section XIII (C), of this Agreement. The Parties agree to work in good faith toward resolution of all schedule disputes. SECTION VII SOFTWARE MAINTENANCE A) SCOPE OF SOFTWARE MAINTENANCE SERVICES VENDOR shall support, maintain, and upgrade CITY's Licensed Application Software, so that it will operate in conformity with the terms of this Agreement, and will at the option of the CITY be kept at the then most current version of the software, for as long as the Annual Software Maintenance agreement is in effect. City of Diamond Bar Agenda Management and Live Streaming S ystem 35 | Page VENDOR shall use commercially reasonable efforts to correct Material Errors or malfunctions after notification by CITY, in the event the VENDOR is unable to correct a material error due to differences in the environmental variables of the CITY or VENDOR, the VENDOR may provide software to capture events and issues within in the context of those environmental variables, however use or non-use of such a solution does not relieve the VENDOR of their obligation to use commercially reasonable efforts to correct Material Errors. VENDOR shall supply technical bulletins, updated user guides and other Licensed Materials as they are released by VENDOR, and supply CITY with Updates to the Licensed Application Software within one week of general release. VENDOR shall render support and services during the Hours (7:30AM to 5:30PM PST/PDT, Monday through Friday, excluding federal holidays and the day following Thanksgiving) for the following: 1. Telephone, Online & Email Support - Requests for assistance related to operation of the Licensed Application Software, reporting of a potential error condition or abnormal termination of a program, or request for minor assistance related to the Licensed Application Software; 2. Support Enhancements - Selected Enhancements, the nature and type of which shall be determined solely by VENDOR. Such provision shall not preclude VENDOR from providing other Enhancements of the Licensed Application Software to the CITY free of charge. 3. Software Warranty - Since CITY is obtaining Software Support from VENDOR, and such Software Support is in effect without interruption from inception of this Agreement, VENDOR will warrant the Licensed Application Software to be free of Material Error for the life of this Agreement. VENDOR warrants that the Licensed Application Software accepted by the CITY will substantially conform to the Proposal, custom application requirements, custom integration requirements and Licensed Software Application design meetings and discussion between VENDOR and CITY. Each and every deliverable shall be provided in a manner consistent with good commercial practice, free from defects in material and workmanship, and shall conform to the specifications and functional, performance and reliability requirements included in the Proposal. 4. Documentation Warranty - VENDOR warrants that any documentation of a software or hardware deliverable will accurately reflect the operation of City of Diamond Bar Agenda Management and Live Streaming S ystem 36 | Page said software or hardware deliverable and will enable the CITY to use, modify, and maintain the Licensed Application Software. 5. Error Correction - Any Material Error, which causes interruptions to the CITY's business operations, and is caused by incorrect operation of the computer code of the Licensed Application Software or an incorrect statement or diagram in Licensed Documentation that produces incorrect results or causes incorrect actions to occur that CITY identifies and documents to VENDOR will be corrected by VENDOR with either a software modification or addition that, when made or added to the Licensed Application Software, establishes material conformity of the Licensed Application Software to the Licensed Documentation, or a procedure or routine that, when observed in the regular operation of the Licensed Application Software, eliminates the practical adverse effect on Licensee of such non- conformity. Such errors will be handled in accordance with [name of solution] Service Level Agreement, the terms and conditions of which are as follows: a. For any critical program error or malfunction of the Licensed Application Software designated by CITY, for which there is no known workaround, which halts productivity of the entire CITY site and is reported by CITY during normal support hours, VENDOR will begin a technical review of the problem and respond to CITY within two (2) working hours after receipt of such notification. VENDOR shall work diligently to correct the error or malfunction or obtain a workaround. b. For any critical program error or malfunction of the Licensed Application Software designated by CITY, for which there is no known workaround, which halts productivity of multiple users and is reported by CITY during normal support hours, VENDOR will begin a technical review of the problem and respond to CITY within two (2) working hours after receipt of such notification. VENDOR shall work diligently to correct the error or malfunction or obtain a workaround. c. For any critical program error or malfunction of the Licensed Application Software designated by CITY, which halts productivity of an individual user and is reported by CITY during normal support hours, VENDOR will begin a technical review of the problem and respond to CITY within four (4) working hours after receipt of such notification. VENDOR shall work diligently to resolve the issue or obtain a workaround. City of Diamond Bar Agenda Management and Live Streaming S ystem 37 | Page d. For any intermediate program error or malfunction of the Licensed Application Software designated by CITY which reduces productivity of the entire CITY site and is reported by CITY during normal support hours, VENDOR will begin a technical review of the problem and respond to CITY within four (4) working hours after receipt of such notification. VENDOR shall work diligently to resolve the issue or obtain a workaround. e. For any intermediate program error or malfunction of the Licensed Application Software designated by CITY which reduces the productivity of individual or multiple users and is reported by CITY during normal support hours, VENDOR will begin a technical review of the problem and respond to CITY within four (4) working hours after receipt of such notification. VENDOR shall work diligently to restore operation to satisfactory levels. f. For minor program errors or malfunction of the Licensed Application Software, which has no productivity impact, reported by CITY during normal support hours, VENDOR would begin a technical review of the problem and respond to CITY within twelve (12) working hours after receipt of such notification. VENDOR shall work diligently to restore operation to satisfactory levels. g. Any workaround provided, does NOT relieve the VENDOR of its duty to resolve any Material Errors. 6. Maintenance Modifications - When any non-critical errors in the Licensed Application Software are identified by CITY or other licensed user of VENDOR'S Licensed Application Software, VENDOR will make modifications or revisions to the Licensed Application Software or Licensed Documentation that correct these errors and distribute thoroughly tested patches, updates, or new versions of the Licensed Application Software along with detailed instructions as to how to apply the modifications to the installed version of the Licensed Application Software. 7. Critical errors that halt productivity of the entire site that are reported during Normal Working Hours will continue to be worked on beyond the end of Normal Working Hours until the issue is resolved satisfactorily or deferred to a new time by mutual consent. City of Diamond Bar Agenda Management and Live Streaming S ystem 38 | Page B) ON-GOING SUPPORT FOR LICENSED APPLICATION SOFTWARE VENDOR shall provide continuing on-going support services necessary to repair Application Software systematic program bugs or identified logic and operational problems and shall use best efforts to keep the Licensed Application Software compatible with then-current supported versions of all (third party operating systems, database engines, and utilities) software implemented in this project. VENDOR shall maintain, and provide to CITY upon request, a listing of all supported versions of all third-party applications, and future technology road- maps, including but not necessarily limited to operating systems, database engines and utilities, related to the Licensed Application Software. C) SYSTEM SUPPORT SERVICES At the request of the CITY and after CITY issues Letter of Completion, VENDOR will continue to provide system support services, which shall include, but not be limited to, cooperating with CITY staff to: 1. Configure CITY acquired hardware and System Software to support the VENDOR's Licensed Application Software; 2. Set up tables and parameters for CITY's unique installation; 3. Prepare backup scripts to back up the databases for the applications; 4. Train CITY's technical staff how to perform these tasks as well as diagnostic troubleshooting techniques for the VENDOR Licensed Application Software and providing documentation for the Licensed Application Software prior to onsite training. If CITY requests such services, VENDOR may charge CITY at the then current professional rates, should these services require more than a cumulative total of four (4) hours of time to complete. The request and agreement to these additional services will be documented by a separate written proposal that will be agreed to prior to the work being commenced. D) APPLICATION SUPPORT FOR THIRD PARTY INTEGRATION VENDOR is responsible for supporting the custom integration applications included in the Licensed Application Software, as defined in Section VII (3). E) ACCESS TO PROGRAM SOURCE CODE VENDOR acknowledges that it has entered into an agreement (hereinafter called City of Diamond Bar Agenda Management and Live Streaming S ystem 39 | Page the "Escrow Agreement") with [Escrow Company]. Said Escrow Agreement provides that a licensee may gain access to program source code for Licensed Application Software for the purpose of maintaining and supporting their program license all as provided in the Escrow Agreement as described in Exhibit “X”. VENDOR agrees that it has or will require forthwith its escrow agent or any successor escrow agent to notify the CITY in the event of any of the following occurrences – receipt of initial software to be held in escrow, receipt of any updates, and termination of agreement with VENDOR. VENDOR agrees that for so long as the Agreement is in effect it will deposit in Escrow and update whenever changes are made, at VENDOR's sole cost, a copy of the current version of the program source code for all programs for which the licensee holds license as described in Attachment “X” attached hereto. VENDOR further agrees that for so long as this Software License and Support Agreement is in effect it will take no steps or actions which would have the effect of modifying or eliminating the Escrow Agreement without first having received written permission from the CITY to do so. VENDOR agrees that should it become necessary for the CITY to invoke the Escrow agreement, once the CITY obtains the source code for the Software it will no longer be obligated to pay the Annual Software Maintenance charges, unless the CITY wishes to continue to receive upgrades and support from the VENDOR. VENDOR agrees, upon written request by CITY, to allow CITY or its agent designated by CITY to audit the escrow update process and to audit program source code held in Escrow for currency and sufficiency for all programs for which the licensee holds license as described in Attachment “X” at CITY’S expense. The audit would consist of an auditor verifying the policies, procedures and shipping receipts used by the VENDOR and would involve a comparison of Shipping Documents with Receipt documentation and notifications made by the Escrow holder to the CITY that an update has been received, along with an audit of the documentation and tracking policies and procedures used by the Escrow holder to make sure that is maintaining the correct and current copy. Additionally a copy of the current release software may be requested by the auditor to be brought to the Escrow holder location at any time during normal business hours and that copy immediately compared to the copy in the possession of the Escrow holder, this comparison may be performed by a VENDOR staff member on VENDOR Equipment but the comparison will be done under the City of Diamond Bar Agenda Management and Live Streaming S ystem 40 | Page direction and visual inspection only of the Auditor, this audit will only check for the number of files, the size of the files and any data corruption by doing a bit by bit comparison of the file. Under NO circumstance will the source code be out of the custody of VENDOR and in no case, will the source code be recompiled for testing or removed from any site holder during the process. F) SUSPENSION OR TERMINATION OF ANNUAL SOFTWARE MAINTENANCE (ASM) AGREEMENT VENDOR understands CITY annual support payments are made in good faith with the expectation of future Software upgrades and support. CITY has, in its due diligence process prior to executing this Agreement, determined that VENDOR has a consistent record of providing Software upgrades and support. CITY believes that a reasonable update and upgrade process should have at a minimum, on average, 2 general release updates (e.g. 9.0 to 9.1 to 9.2) per year and a major version (9.0 to 10.0) upgrade, on average, every 3 years. Should VENDOR discontinue providing Software upgrades CITY may immediately terminate ASM and gain access to the program source code as described in the previous clause of this Agreement. Should the VENDOR discontinue, refuse or be otherwise unable to provide needed support, CITY may immediately terminate ASM and gain access to the program source code as described in the previous clause of this Agreement. Additionally, as it is impossible to foresee all the CITY's needs many years from now, the CITY may issue a “Notice of Intent to Suspended ASM” for up to two (2) consecutive years at any time after the initial 3-year period, at no cost to CITY. Such consecutive two-year notice may be issued only once during the term of this Agreement. SECTION VIII LETTER(S) OF COMPLETION Within 90 days after go-live of each phase and at the end of the entire Project, CITY will provide VENDOR with a Letter of Completion confirming that VENDOR has fully implemented the Software Application and related services pertaining to the part of the application which has gone live, provided that for that phase all the following have been met: 1. VENDOR has met all requirements of the Agreement, including completion of all services and work necessary for Installation of all City of Diamond Bar Agenda Management and Live Streaming S ystem 41 | Page Licensed Application Software, subject to the Project Schedule and meeting the Project Task Requirements to Project Completion; 2. VENDOR has provided training to the CITY as required by this Agreement; 3. VENDOR has provided all Licensed Application Software to be purchased under this Agreement (along with Web Application and Third-Party Integration Software) as set forth in Attachment “X”, and all technical and user Documentation relating to all Licensed Application Software and the Third-Party Software Integration; 4. All required Acceptance Testing has been completed by the CITY and the License Application Software has been found to be free of Material Errors; 5. All Licensed Application Software purchased under this Agreement is fully loaded into the CITY’S hardware environment, fully operational and appropriately labeled; 6. Documentation is presented to the CITY representing a complete system backup of the application software and data. The documentation shall include, but is not limited to, instructions as to how to completely re- install the contents of the media onto the hardware; 7. All Software Maintenance Services and Technical Support Services are in place and functional; 8. All Material Errors have been resolved. SECTION IX APPLICABLE TAXES Taxes based upon net income or any other tax normally paid by VENDOR shall be the sole responsibility of the VENDOR. VENDOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the then current Diamond Bar Municipal Code. City of Diamond Bar Agenda Management and Live Streaming S ystem 42 | Page SECTION X WARRANTY OF PERFORMANCE A) COMPLIANCE WITH STATE AND FEDERAL REPORTING AND AUDIT REQUIREMENTS As long as CITY maintains continuous support for the Licensed Application Software included herein, VENDOR shall ensure that all application software will comply with any and all then current State and Federal reporting and/or audit requirements, such that CITY will not be liable for program flaws which may violate any such requirements. B) WARRANTY OF PERFORMANCE VENDOR warrants that the Licensed Application Software will perform free of Material Errors in accordance with its specifications and requirements as set forth in the Agreement, if properly used in the operating environment. VENDOR warrants that all components are interoperable and the configuration is complete and suitable for the purpose and use specified by the CITY. VENDOR’S warranty of performance shall be based on the specifications, terms and conditions contained in the Agreement, including VENDOR’S Proposal, and Change Orders. Any future upgrades will have no adverse impact on the interoperability of the Licensed Application Software. This Warranty of Performance and other Provisions of this Contract shall supersede and replace the provisions of VENDOR's "Software License and Support Agreement" or comparable document enclosed with or accompanying any packaged software documentation provided by VENDOR. C) CORRECTION OF ERRORS UNDER THE WARRANTY At no charge to the CITY, VENDOR will promptly correct Material Errors in the Licensed Application Software according to the terms of this Agreement so that the Licensed Application Software will perform as required. D) ORAL REPRESENTATIONS No CITY or VENDOR employee has the authority to bind either party to any oral representation or warranty. City of Diamond Bar Agenda Management and Live Streaming S ystem 43 | Page E) TERMINATION 1. VENDOR shall have the right to terminate this Agreement for any material breach of CITY’s obligations under this Agreement. As a prerequisite to termination, VENDOR shall provide CITY a 30-day written notice to the City Project Manager, which notice shall be specific as to the CITY’s alleged material breach(s) and what steps are required to be taken by CITY to cure the material breach. If CITY cures said material breach within 30 days of CITY's receipt of such notice, VENDOR’s may not terminate this Agreement for the alleged material breach which has been cured. If VENDOR determines the material breach(s) set forth in the notice are not cured within 30 days of CITY's receipt of the notice, VENDOR shall provide CITY with a final written notice providing CITY an additional 10 days to cure. If not cured within 10 days of CITY's receipt of the final notice, VENDOR may terminate the Agreement, subject to the dispute resolution provision of this Agreement. In the event VENDOR brings suit for breach of this Agreement, its sole remedy shall be recovery of all charges due and payable for work performed to the date of termination. VENDOR shall not be entitled to recover lost profits, consequential damages, punitive damages, or other special damages. Not later than the 10th day following the giving of the final notice by VENDOR, VENDOR shall assemble the completed work product to date and work in progress, and put same in order for proper filing and closing, and deliver said product to CITY. 2. CITY shall have the right to terminate this Agreement with or without cause upon thirty days written notice. If CITY intends to terminate for cause, which includes, but is not limited to, VENDOR exceeding for a period greater than thirty (30) calendar days any of the benchmarks set forth in Project Schedule (Attachment “X”) or otherwise as agreed to in writing by the parties, or failure of the Licensed Software Application to perform as defined in Exhibit “X”. Prior to terminating for cause and provided the breach is curable, CITY shall provide a written 30-day notice to VENDOR’s CEO that shall be specific as to the VENDOR’s alleged material breaches and what steps are required to be taken by VENDOR to cure the material breach. If VENDOR cures said material breach within 30 days of receipt of such notice, the CITY may not terminate this Agreement for cause. If CITY determines the breaches set forth in such notice are not cured within 30 days of VENDOR's receipt of notice, CITY shall give VENDOR a final written notice and up to an additional 10 days to cure. If the material breach is not cured within the time set forth in the final notice, the CTIY may terminate this Agreement, subject to the dispute resolution provision of this Agreement. In the event CITY brings suit for breach of this Agreement, its remedies shall include specific performance and monetary damages not exceeding an amount up to all sums paid to VENDOR during the Agreement City of Diamond Bar Agenda Management and Live Streaming S ystem 44 | Page term, plus additional costs incurred in replacing VENDOR's services and CITY’s costs administering the Agreement. CITY shall not otherwise be entitled to lost profits, consequential damages, punitive damages, or other special damages. Not later than the 10th day following the giving of the final notice by CITY, VENDOR shall assemble the completed work product to date and work in progress, and put same in order for proper filing and closing, and deliver said product to CITY. 3. In the event VENDOR ceases to provide maintenance and support for the Licensed Application Software (including any VENDOR-supplied updates) for reasons other than CITY’s failure to pay maintenance fees, a current copy of the Source Code for the Licensed Application Software, as defined in Section VII, clause E with complete system documentation will immediately be provided to CITY upon termination of ASM Agreement in order to ensure continued maintenance. F) SUCCESSOR VENDOR COOPERATION & ASSISTANCE Upon termination of this Agreement, or notification of termination of this Agreement, should the CITY desire to thereafter obtain the services or similar services provided for under this Agreement or services added to the system subsequent to this Agreement from another service agency or computer system, or to provide such in-house capabilities, VENDOR agrees to cooperate and provide the necessary support and assistance in developing a VENDOR migration plan, acceptable to the CITY. VENDOR agrees to use its best efforts to cooperate with and assist any successor VENDOR or agency in the event that the CITY, at the termination of this Agreement, selects another VENDOR to provide the services covered by this Agreement or to purchase other in-house equipment. VENDOR agrees to assist and aid any outside consultants, agencies, or governmental agencies either retained by the CITY required by law to audit, document, or provide audit trail documentation for any module or system constructed with VENDOR programming or assistance. CITY agrees to pay VENDOR for such services at the VENDOR’S then prevailing professional rates. City of Diamond Bar Agenda Management and Live Streaming S ystem 45 | Page SECTION XI LIABILITY, INDEMNIFICATION AND DEFAULT A) LIABILITY, INDEMNIFICATION VENDOR shall indemnify, defend with counsel approved by CITY, and hold harmless CITY, its officers, officials, employees and volunteers ("Indemnitees") from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with: 1. Any and all claims under Workers’ Compensation Act and other employee benefit acts with respect to VENDOR’s employees or Consultant’s contractor’s employees arising out of VENDOR’s work under this Agreement; and 2. Any and all claims arising out of VENDOR’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of CITY’s passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the CITY. Should CITY in its sole discretion find VENDOR’s legal counsel unacceptable, then VENDOR shall reimburse the CITY its costs of defense, including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation. The VENDOR shall promptly pay any final judgment rendered against the Indemnitees. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. Except for the Indemnitees, this Agreement shall not be construed to extend to any third-party indemnification rights of any kind. B) BANKRUPTCY/SUPPORT CESSATION The term "default" as used in this Agreement shall include the institution of proceedings by or against VENDOR under federal or state bankruptcy laws and assignment or receivership for the benefit of creditors. C) INSURANCE 1. VENDOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the CITY the following insurance: City of Diamond Bar Agenda Management and Live Streaming S ystem 46 | Page (a) a policy or policies of broad-form comprehensive general liability insurance written on an occurrence basis with minimum limits of $1,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by VENDOR, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (b) property damage insurance with a minimum limit of $500,000.00 per occurrence; (c) automotive liability insurance written on an occurrence basis covering all owned, non-owned and hired automobiles, with minimum combined single limits coverage of $1,000,000.00; and (d) Worker's Compensation insurance when required by law, with a minimum limit of $500,000.00 or the amount required by law, whichever is greater. 2. The CITY, its officers, employees, agents, and volunteers shall be named as additional insureds on the policies as to comprehensive general liability, property damage, and automotive liability. The policies as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the CITY shall be excess insurance only. 3. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving CITY at least ten (10) days prior written notice thereof. VENDOR agrees that it will not cancel, reduce or otherwise modify the insurance coverage and in the event of any of the same by the insurer to immediately notify the CITY. 4. All policies of insurance shall cover the obligations of VENDOR pursuant to the terms of this Agreement and shall be issued by an insurance company which is authorized to do business in the State of California or which is approved in writing by the CITY; and shall be placed have a current A.M. Best's rating of no less than A-, VII. 5. VENDOR shall submit to CITY (1) insurance certificates indicating compliance with the minimum insurance requirements above, and (2) insurance policy endorsements or a copy of the insurance policy evidencing the additional City of Diamond Bar Agenda Management and Live Streaming S ystem 47 | Page insured requirements in this Agreement, in a form acceptable to the CITY. 6. Self-Insured Retention/Deductibles. All policies required by this Agreement shall allow CITY, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the VENDOR (as the named insured) should VENDOR fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the CITY. VENDOR understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by VENDOR as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on VENDOR’s due to such failure in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against VENDOR for breach of this Agreement in addition to any other damages incurred by CITY due to the breach. 7. Subrogation. With respect to any Workers' Compensation Insurance or Employer's Liability Insurance, the insurer shall waive all rights of subrogation and contribution it may have against the Indemnitees. 8. Failure to Maintain Insurance. If VENDOR fails to keep the insurance required under this Agreement in full force and effect, CITY may take out the necessary insurance and any premiums paid, plus 10% administrative overhead, shall be paid by VENDOR, which amounts may be deducted from any payments due VENDOR. 9. VENDOR shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to the CITY for review and approval. All insurance for subcontractors shall be subject to all of the requirements stated herein. SECTION XII GENERAL PROVISIONS A) ASSIGNMENT This Agreement may be assigned by VENDOR to another person or organization that acquires all or substantially all of the assets (51% or greater) of VENDOR as long as all contractual provisions and responsibilities, including the provision of the identified key personnel, are assumed by the acquiring person or organization and the CITY's prior written approval is obtained, which approval will not be City of Diamond Bar Agenda Management and Live Streaming S ystem 48 | Page unreasonably withheld. Any other assignment by VENDOR shall be made only with the prior written consent of CITY. B) GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California and any and all disputes, arbitrations or legal actions shall be initiated and venue set in Los Angeles County, California. C) MEDIATION Should any dispute arise out of the termination or abandonment of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 60 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by the American Arbitration Association, Judicial Arbitration and Mediation Service (JAMS) or other agreed- upon service. A “blindfolded” process shall select the mediator. The mediation shall take place in Los Angeles County, California. The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action arising out of the termination or abandonment of this agreement without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until an agreement is reached by the parties but not more than 30 days, unless the parties extend the maximum time by mutual agreement. D) ARBITRATION After mediation above, and upon agreement of the parties, any dispute or claim arising out of or relating to the termination or abandonment of this agreement may be resolved by arbitration in accordance with rules agreed upon by the parties. The arbitration proceedings, if any shall take place in a location mutually acceptable to the parties. The costs and fees of arbitration shall be borne equally by the parties. E) ENTIRE AGREEMENT This Agreement constitutes the entire understanding of the parties with respect to the matter contained herein. There are no promises, covenants or undertakings other than those expressly set forth herein. City of Diamond Bar Agenda Management and Live Streaming S ystem 49 | Page This Agreement(s) may not be amended except by writing, signed by authorized representatives of CITY and VENDOR and approved by CITY’s City Attorney. This Agreement shall be considered entered into in Los Angeles County, State of California. F) CONSTRUCTION A term or condition of the Agreement can be waived only by written consent of both parties. Title and paragraph headings contained in the Agreement are for convenient reference and do not constitute part of the Agreement and shall not affect the interpretation of the Agreement. This Agreement shall be binding upon and inure to the benefit of the parties to the Agreement and their respective successors and assigns. The parties do not intend to create any third-party beneficiaries in entering into this Agreement. G) SERVICE OF NOTICE Any notice required or permitted to be sent under the Agreement shall be delivered by hand or mailed by registered mail, return receipt requested, to the addresses of the parties first set forth below. H) SURVIVAL Section VII, paragraphs (E), along with any other provisions which by their terms survive, shall survive the expiration or termination of this Agreement. I) NON-DISCLOSURE & CONFIDENTIALITY CITY is a public entity and pursuant to the Public Records Act is subject to public disclosure of much of its information and documents. CITY agrees to use reasonable efforts to protect the VENDORS software from un- authorized distribution and duplication. VENDOR agrees that in the course of providing this software and services it will have access to constituent information, needed to support and maintain the application, and will use reasonable efforts to prevent the un-authorized disclosure of this information. City of Diamond Bar Agenda Management and Live Streaming S ystem 50 | Page J) SEVERABILITY In the event that any one or more of the provisions, or its application to any person or legal entity or circumstance, contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable. K) INTERPRETATION This Agreement supersedes all prior communications between the parties relating to the subject matter of this Agreement and constitutes the full understanding between the parties with respect thereto. No waiver of any provision of this Agreement nor any modification or supplement hereto shall be binding, unless in writing and signed by an officer of VENDOR and the CITY. City of Diamond Bar Agenda Management and Live Streaming S ystem 51 | Page PART VII CITY’S STANDARD SAAS TERMS AND CONDITIONS 1. Software-as-a-Service (SaaS) as used in this document is defined as the capability provided to the consumer to use the provider’s applications running on a cloud infrastructure. The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web-based email) or a program interface. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems, storage or even individual application capabilities, with the possible exception of limited user- specific application configuration settings. 2. Data Ownership: The City will own all right, title and interest in its data that is related to the services provided by this agreement. The service provider shall not access City user accounts or City data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this contract, or (4) at the City’s written request. 3. Data Protection: Protection of personal privacy and data shall be an integral part of the business activities of the service provider to ensure there is no inappropriate or unauthorized use of City information at any time. To this end, the service provider shall safeguard the confidentiality, integrity and availability of City information and comply with the following conditions: a. The service provider shall implement and maintain appropriate administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of personal data and non-public data. Such security measures shall be in accordance with recognized industry practice and not less stringent than the measures the service provider applies to its own personal data and non-public data of similar kind. b. All data obtained by the service provider in the performance of this agreement shall become and remain property of the City. c. All personal data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, the service provider is responsible for encryption of the personal data. Any stipulation of responsibilities will identify specific roles and responsibilities and shall be included in the service level agreement (SLA), or otherwise made a part of this agreement. City of Diamond Bar Agenda Management and Live Streaming S ystem 52 | Page d. Unless otherwise stipulated, the service provider shall encrypt all non- public data at rest and in transit. The City shall identify data it deems as non-public data to the service provider. The level of protection and encryption for all non-public data shall be identified and made a part of this agreement. e. At no time shall any data or processes – that either belong to or are intended for the use of a City or its officers, agents or employees – be copied, disclosed or retained by the service provider or any party related to the service provider for subsequent use in any transaction that does not include the City. f. The service provider shall not use any information collected in connection with the service issued from this proposal for any purpose other than fulfilling the service. 4. Data Location: The service provider shall provide its services to the City and its end users solely from data centers in the U.S. Storage of City data at rest shall be located solely in data centers in the U.S. The service provider shall not allow its personnel or contractors to store City data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The service provider shall permit its personnel and contractors to access City data remotely only as required to provide technical support. The service provider may provide technical user support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited in this agreement. 5. Security Incident or Data Breach Notification: The service provider shall inform the City of any security incident or data breach. a. Incident Response: The service provider may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the agreement. Discussing security incidents with the City should be handled on an urgent as-needed basis, as part of service provider communication and mitigation processes as mutually agreed upon, defined by law or contained in the agreement. b. Security Incident Reporting Requirements: The service provider shall report a security incident to the appropriate City identified contact immediately as defined in the SLA. c. Breach Reporting Requirements: If the service provider has actual knowledge of a confirmed data breach that affects the security of any City content that is subject to applicable data breach City of Diamond Bar Agenda Management and Live Streaming S ystem 53 | Page notification law, the service provider shall (1) promptly notify the appropriate City identified contact within 24 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner. 6. Breach Responsibilities: This section only applies when a data breach occurs with respect to personal data within the possession or control of service provider. a. The service provider, unless stipulated otherwise, shall immediately notify the appropriate City identified contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. b. The service provider, unless stipulated otherwise, shall promptly notify the appropriate City identified contact within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is, or reasonably believes that there has been a data breach. The service provider shall (1) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. c. Unless otherwise stipulated, if a data breach is a direct result of the service provider’s breach of its contract obligation to encrypt personal data or otherwise prevent its release, the service provider shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by state law; (3) a credit monitoring service required by state (or federal) law; (4) a website or a toll-free number and call center for affected individuals required by state law – all not to exceed the average per record per person cost calculated for data breaches in the United States in the most recent Cost of Data Breach Study: Global Analysis published by the Ponemon Institute at the time of the data breach; and (5) complete all corrective actions as reasonably determined by service provider based on root cause; all [(1) through (5)] subject to this agreement’s limitation of liability 7. Notification of Legal Requests: The service provider shall contact the City upon receipt of any electronic discovery, litigation holds, discovery City of Diamond Bar Agenda Management and Live Streaming S ystem 54 | Page searches and expert testimonies related to the City’s data under this agreement, or which in any way might reasonably require access to the data of the City. The service provider shall not respond to subpoenas, service of process and other legal requests related to the City without first notifying the City, unless prohibited by law from providing such notice. 8. Termination and Suspension of Service: a. In the event of a termination of the agreement, the service provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. b. During any period of service suspension, the service provider shall not take any action to intentionally erase any City data. c. In the event of termination of any services or agreement in entirety, the service provider shall not take any action to intentionally erase any City data for a period of: 1. 10 days after the effective date of termination, if the termination is in accordance with the agreement period. 2. 30 days after the effective date of termination, if the termination is for convenience. 60 days after the effective date of termination, if the termination is for cause 3. After such period, the service provider shall have no obligation to maintain or provide any City data and shall thereafter, unless legally prohibited, delete all City data in its systems or otherwise in its possession or under its control. d. The City shall be entitled to any post-termination assistance generally made available with respect to the services, unless a unique data retrieval arrangement has been established as part of the SLA. e. The service provider shall securely dispose of all requested data in all of its forms, such as disk, CD/DVD, backup tape and paper, when requested by the City. Data shall be permanently deleted and shall not be recoverable, according to NIST-approved methods. Certificates of destruction shall be provided to the City. 9. Background Checks: The service provider shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The service provider shall promote and maintain an awareness of the importance City of Diamond Bar Agenda Management and Live Streaming S ystem 55 | Page of securing the City’s information among the service provider’s employees and agents. 10. Access to Security Logs and Reports: The service provider shall provide reports to the City in a format as specified in the SLA agreed to by both the service provider and the City. Reports shall include latency statistics, user access, user access IP address, user access history and security logs for all City files related to this agreement. 11. Contract Audit: The service provider shall allow the City to audit conformance to the contract terms. The City may perform this audit or contract with a third party at its discretion and at the City’s expense. 12. Data Center Audit: The service provider shall perform an independent audit of its data centers at least annually at its expense, and provide a redacted version of the audit report upon request. The service provider may remove its proprietary information from the redacted version. A Service Organization Control (SOC) 2 audit report or approved equivalent sets the minimum level of a third-party audit. 13. Change Control and Advance Notice: The service provider shall give advance notice (to be determined at the agreement time and included in the SLA) to the City of any upgrades (e.g., major upgrades, minor upgrades, system changes) that may impact service availability and performance. A major upgrade is a replacement of hardware, software or firmware with a newer or better version in order to bring the system up to date or to improve its characteristics. It usually includes a new version number. 14. Security: The service provider shall disclose its non-proprietary security processes and technical limitations to the City such that adequate protection and flexibility can be attained between the City and the service provider. For example: virus checking and port sniffing – the City and the service provider shall understand each other’s roles and responsibilities. 15. Non-disclosure and Separation of Duties: The service provider shall enforce separation of job duties, require commercially reasonable non- disclosure agreements, and limit staff knowledge of City data to that which is absolutely necessary to perform job duties. 16. Import and Export of Data: The City shall have the ability to import or City of Diamond Bar Agenda Management and Live Streaming S ystem 56 | Page export data in piecemeal or in entirety at its discretion without interference from the service provider. This includes the ability for the City to import or export data to/from other service providers. 17. Subcontractor Disclosure: The service provider shall identify all of its strategic business partners related to services provided under this agreement, including but not limited to all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the service provider, and who shall be involved in any application development and/or operations. 18. Right to Remove Individuals: The City shall have the right at any time to require that the service provider remove from interaction with City any service provider representative who the City believes is detrimental to its working relationship with the service provider. The City shall provide the service provider with notice of its determination, and the reasons it requests the removal. If the City signifies that a potential security violation exists with respect to the request, the service provider shall immediately remove such individual. The service provider shall not assign the person to any aspect of the agreement or future work orders without the City’s consent. 19. Business Continuity and Disaster Recovery: The service provider shall provide a business continuity and disaster recovery plan upon request and ensure that the City’s recovery time objective (RTO) of XXX hours/days is met. (XXX shall be negotiated by both parties.) 20. Compliance with Accessibility Standards: The service provider shall comply with and adhere to Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973. 21. Web Services: The service provider shall use Web services exclusively to interface with the City’s data in near real time when possible. 22. Encryption of Data at Rest: The service provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic 23. Modules for all personal data, unless the City approves the storage of personal data on a service provider portable device in order to accomplish work as defined in the statement of work. City of Diamond Bar Agenda Management and Live Streaming S ystem 57 | Page 24. To the extent there is any consistency as between these SaaS Terms and Conditions and the other documents constituting the parties’ agreement, these SaaS Terms and Conditions shall control. 25. Federated Identity and Access Management (IAM): Vendor will include a Single Sign On such that only users currently authenticated in the City’s network environment will have access to the software and their permission levels will be consistent with their position and level of use of the applications.