CC - Item 6A - Report, Discussion, and Direction Regarding Request for Proposals for Information Technology ServicesROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: BEN KIM, CITY MANAGER
DATE: DECEMBER 12, 2023
SUBJECT: REPORT, DISCUSSION, AND DIRECTION REGARDING REQUEST FOR
PROPOSALS FOR INFORMATION TECHNOLOGY SERVICES
SUMMARY
At the November 14, 2023, City Council Meeting, the City Council requested that an item be
brought forward at a future meeting to discuss the timeline for a Request For Proposals ("RFP")
related to Information Technology Services. The Draft RFP, current Professional Services
Agreement for Information Technology Services, and second amendment to the Agreement are
included in this report for City Council review and discussion. Therefore, it is recommended that
the City Council provide direction on information technology services.
BACKGROUND
On December 10, 2019, the City of Rosemead ("City") approved a Professional Services
Agreement ("Agreement") with Max Power Technology, LLC ("Max Power") for information
technology services for a three-year period, with two one-year optional renewals. The initial
Agreement was set to expire in December 2022, and the City Council approved the first
amendment to the Agreement in the amount not to exceed 5119,700 (Attachment B) to extend the
contract for an additional one-year term ending in December 2023. At the November 14, 2023,
City Council Meeting, the City Council requested that staff provide additional information
regarding releasing an RFP for information technology services and a potential timeframe for the
process.
The City Manager's Office oversees all citywide information technology services, contract
administration, infrastructure and network upgrades, and other areas of focus. All information
technology system requests and projects are handled by the information technology consultant,
with City staff assisting with internal support and management.
Contracted information technology services include one full-time on-site support technician during
business hours for the daily administration of the City's information technology systems,
including: providing adequate backup staffing to address significant and immediate problems,
developing backup plans and procedures, providing end-user training as needed, implementing
AGENDA ITEM 6.A
City Council Meeting
December 12, 2023
Page 2 of 3
technology protocols for enforcement of all City IT policies, generating quarterly hardware and
equipment inventory reporting, offering desktop "help desk" support, executing computer
operations and security administration support, assisting with planning and project management,
and maintaining effective communication regarding ongoing projects.
At City Council's direction, staff has drafted an RFP for information technology services and
prepared a timeline as listed below:
RFP SUBMITTAL INFORMATION DEADLINES
RFP Available
........ _..... .
Deadline for submittal of Questions
Staff Responses to Questions
Deadline for submittals of Proposal
Mandatory Interviews
Agreement Presented to Council
12/18/2023
01/08/2024
01/16/2024
01/22/2024
02/05/2024-02/08/2024
02/27/2024 (Tentative)
As stated, the City currently has an agreement with Max Power to assist with its information
technology needs. Per the City's professional services agreement, the monthly cost for services
through Max Power is $9,975. Based on the foregoing, the City Council can consider the
following:
1. Approve Second Amendment to the Professional Services Agreement with Max Power
Technology in amount not to exceed $125,685 for a period of one year and proceed with
an RFP before the expiration of the contract on December 10, 2024; or
2. Direct the City Manager to seek a new information technology services consultant by the
timeline described above and authorize the City Manager to enter into three-month
extension agreement with Max Powers at the current monthly rate of $9,975 to allow time
for RFP process; or
3. Provide alternative course of action.
As directed by the Council at the November meeting, a Draft RFP is attached that includes a
timeline and draft scope of work for the City Council to review (Attachment A).
STAFF RECOMMENDATION
It is recommended that the City Council provide direction on the information technology services.
City Council Meeting
December 12, 2023
Page 3 of 3
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a project under the California Environmental Quality Act
("CEQA"), and it can be seen with certainty that it will have no impact on the environment. As
such, this matter is exempt under CEQA.
STRATEGIC PLAN IMPACT
None.
FISCAL IMPACT
Depending on the City Council's direction, additional funding may be required to contract with a
new consultant.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
Submitted by:
A �f �—
Bryan Chua
Director of Finance
Attachment A: Draft RFP — Information Technology Services
Attachment B: Max Power Technology, LLC First Amendment
Attachment C: Max Power Technology, LLC Second Amendment
Attachment D: Max Power Technology, LLC PSA
Attachment A
Draft RFP
Information Technology Services
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
REQUEST FOR PROPOSAL NO. 2023 -XX
PROFESSIONAL SERVICES FOR
INFORMATION TECHNOLOGY MANAGEMENT SERVICES
SUBMITTALS:
Three (3) bound copies and one (1) electronic PDF file on a flash drive of the
proposal in sealed envelope(s) must be received by
the City of Rosemead's City Clerk's Office by
no later than Monday, January 22, 2024, at 10:00 a.m.
or
Electronic proposal submittal through the City of Rosemead Vendor Portal
hosted by PlanetBids at:
https://Pbsystem.planetbids.com/portal/54150/portal-home
Proposals submitted through PlanetBids Vendor Portal shall be submitted
no later than Monday, January 22 2024, at 10:00 a.m.
CONTACT PERSON:
Jennifer Pineda, Management Analyst
City of Rosemead
8838 E. Valley Boulevard
Rosemead, California 91770
(626)569-2102
ipineda(@cityofrosemead.or�
PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE
CONSIDERED. FACSIMILE AND E-MAIL PROPOSAL WILL NOT BE ACCEPTED.
City of Rosemead — Information Technology Management services Request for Proposal No. 2023 -XX
INQUIRIES: Direct questions for clarification on Request for Proposal
documents to Jennifer Pineda, Management Analyst at
(626) 569-2102 or Ipineda cityofrosemead.org
MODIFICATIONS: Any modification of this Request for Proposal will be
provided to consultants who request notification of any
modifications.
ISSUANCE DATE: December 18, 2023
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
CONTENTS
A.
Introduction.............................................................................................................1
B.
Background..............................................................................................................1
C.
Current Technical Environment...............................................................................1
D.
Scope of Services.....................................................................................................2
E.
Time, Place, And Method for Proposal Submissions...............................................2
F.
Proposed Term of Contract.....................................................................................2
G.
Schedule for Selection.............................................................................................2
H.
Proposer Qualifications...........................................................................................3
I.
Award of Contract....................................................................................................3
J.
Right to Reject Quotes.............................................................................................3
K.
Information to Be Submitted...................................................................................3
L.
Understanding of Requirements.............................................................................5
M.
Questions/Clarifications..........................................................................................5
N.
Insurance..................................................................................................................5
O.
Professional Services Agreement............................................................................5
P.
City's Responsibilities.......................................................................................................5
Q.
Proposal Content/Format...............................................................................................5
R.
Proposal Evaluation And Criteria...................................................................................6
S.
Discretion and Liability Waiver.......................................................................................7
Attachment A: Professional Services Agreement Sample................................................7
Attachment B: Insurance Sample........................................................................................7
Attachment C: Scope of Services.........................................................................................7
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
A. INTRODUCTION
Through this Request for Proposal ("RFP") and evaluation process, the City of Rosemead is seeking
qualified consultant(s) to provide professional services associated with the support and maintenance
of the City's information technology ("IT") infrastructure. The qualified consultant will maintain and
improve the City's IT effectiveness, enhance its quality of services, minimize downtime; and, provide
exceptional support in the areas of network administration, backup systems, network security support,
systems support, computer operations support, Help Desk support, PC desktop technical support,
software integration support, technical project management support, application support, and
technical consulting in support of planning and budgeting for IT projects and technology refreshment.
The City does not have a professional IT person on staff. The consultant must work in conjunction with
the City of Rosemead assigned staff for the general City infrastructure, equipment, and employee
needs. The required services and performance conditions are described in the Scope of Services
(ATTACHMENT C).
B. BACKGROUND
The City of Rosemead is organized under the City Council/City Manager form of government with six
departments and 72 budgeted full-time employees. The City of Rosemead is a cost-conscious provider
of outstanding public services to its residents and local businesses mostly relying on the contract
services model since its incorporation in 1959.
The City of Rosemead is a suburb located in the San Gabriel Valley, 10 miles east of downtown Los
Angeles. It is bounded on the north by the cities of Temple City and San Gabriel, on the west by
Monterey Park, Alhambra, and the unincorporated Los Angeles County community of South San
Gabriel, on the south by Montebello, plus by EI Monte and South EI Monte on the east. The City is 5.5
square miles (2,344 -acres) in size. Rosemead is a working-class suburb with a diverse population base.
According to the 2020 Census, the City has a population of 51,185.
The City is interested in receiving responsive and competitive proposals from experienced and
qualified firms to provide information technology services; specifically, in the areas of desktop
support, security system support, network administration, and computeroperations. The City desires
a fully outsourced IT management consultant to provide proactive maintenance, support, and other
IT related functions.
C. CURRENT TECHNICAL ENVIRONMENT
The City of Rosemead's technical environment consists of 13 sites, approximately 12 servers, 101
desktop workstations/laptops, 51 mobile devices with access to City email, 5 Surface Pros, about 100
domain users, as well as a number of network appliances, systems, and software applications. See
ATTACHMENT C for details.
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
D. SCOPE OF SERVICES
1. City to Provide
• The City will assist with training regarding the City's office, procurement, policies, and behavior
standards.
• The City is responsible for purchasing new equipment and planned replacements in
conjunction with the new contractor.
• The City will provide contractor with a confidentiality clause that they are required to sign and
adhere to and all information must remain confidential under penalty of law.
2. Contractor to Provide
See ATTACHMENT C.
E. TIME, PLACE, AND METHOD FOR PROPOSAL SUBMITTION
The City must receive three (3) sets of proposals from interested firms no later than 10:00 a.m. on
Monday, January 22, 2024. Please submit all proposals to:
Request for Proposal — Information Technology Management Services
ATTN: Ericka Hernandez, City Clerk
City of Rosemead I City Clerk's Office
8858 E. Valley Blvd.
Rosemead, CA 91770
or
Electronic proposals submittal through the City of Rosemead Vendor Portal hosted by PlanetBids at:
https://Pbsystem.planetbids.com/portal/54150/portal-home
Proposals submitted through PlanetBids Vendor Portal shall be submitted no later than
Monday January 22 2024, at 10:00 a.m.
Electronic, faxed, or late proposals will not be considered.
F. PROPOSED TERM OF CONTRACT
The proposed term of the contract is three (3) years commencing March 1, 2024, with options for two
(2) one-year extensions at the City's discretion.
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
G. SUBMITAL DEADLINES
Below is the tentative RFP scheduled, subject to change:
RFP SUBMITTAL INFORMATION
RFP Available
Deadline for submittal of Questions
Staff Responses to Questions
Deadline for submittals of Proposal
Mandatory Interviews
Agreement Presented to Council
H. PROPOSER QUALIFICATIONS
DEADLINES
12/18/2023
01/08/2024
01/16/2024
01/22/2024
02/05/2024-02/08/2024
02/27/2024 (Tentative)
1. The City requires proposals submitted by primary firms only. The firm will have complete and
exclusive responsibility for satisfying all City conditions and requirements at all times during the
life of the agreement. Any subcontractors mentioned in the RFP and/or used in the
implementation of the Agreement will have no formal relationship with the City.
2. All proposed subcontractors must be identified by name with a description of the work they will
provide. Any subcontractors change proposed after the submittal date can only be made with
prior approval of the City.
3. Primary firm must be responsible for at least three-fourths the annual value of the proposed work
consistent with the scope of services as noted in the proposal.
4. Primary firm must have experience in providing similar work in at least two similar organizations.
I. AWARD OF CONTRACT
Staff, led by the City Manager, will evaluate the proposals and make their recommendation to City
Council for approval. Firms may be asked to make oral presentations to supplement their proposals.
Proposals will be selected in accordance with the City's purchasing policy on Professional Services
where selection is not bound by the lowest bid but made in the sole discretion of staff and City
Council.
Proposals must be guaranteed by the Contractor for 60 days after the quote opening on 1/22/2023.
It is anticipated that a standard agreement contract will be signed subsequent to City Council review
and approval of the recommended firm.
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
RIGHT TO REJECT PROPOSALS
The City reserves the right to reject any or all proposals or portions of any or all proposals. Non-
compliance with any of the conditions and instructions stated herein may result in the rejection of
the proposal.
K. INFORMATION TO BE SUBMITTED
Prospective Firms must submit three bound copies and one electronic copy of their proposal. The
electronic copy must be in searchable PDF format.
1. Proposal Summary:
This section shall discuss the highlights, key features, and distinguishing points of the Proposal. A
separate sheet shall include all the contact people on the Proposal and how to communicate with
them. Limit this section to a total of one to three pages including the separate sheet with contact
personnel.
2. Profile of the Proposing Firm:
This section shall include a brief description of the Firm's size as well as the proposed local
organizational structure. Specifically, the City is interested in the potential for a long-term service
relationship that would include financial stability. Include a discussion on the Firm's financial
stability, capacity, and resources. If applicable, include all other firms participating in this
Proposal, including similar information about the firm/subcontractors.
Additionally, this section shall include a listing of any relevant lawsuit and/or subcontractors'
litigation and the result of that action resulting from (a) any public project undertaken by the Firm
or by its subcontractors where litigation is still pending or has occurred within the last five years
or (b) any type of project where claims or settlements were paid by the Firm or its insurers within
the last fiveyears.
3. Qualifications of the Firm:
This section shall include a brief description of the Firm's and sub -contractor's qualification and
previous experience on similar or related projects. Provide a description of pertinent project
experience with other public municipalities (maximum of four) and private sector (maximum of
two) that includes a summary of the work performed, the total project cost, the percentage of
work the Firm was responsible for, the period over which the work was completed, and the name,
title, and phone number of clients to be contacted for references. Give a brief statement of the
Firm's adherence to the schedule and budget for each project.
4. Work Plan:
In this section, present a well -conceived service plan. This section of the proposal shall establish the
Firm's understanding of the City's objectives and work requirements and the Firm's ability to satisfy
those objectives and requirements. Describe the proposed approach for addressing the required
service, outlining the approach that would be undertaken in providing the requested services.
Include a timetable for transition to full operation. Describe related service experience by both the
Firm and any subcontractors in similar work. Please describe the role, extent of services (number
of people used or saved, engagement duration, and contract value).
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
5. Staffing:
In this section, discuss how the Firm would propose to staff the service described in ATTACHMENT
C. Proposed on-site support technicians are considered key personnel and shall be identified by
name, specific responsibilities, and their qualifications. Include a current resume and position
description for each of the proposed support technicians. Proposed key personnel will be an
important factor considered. There can be no change of key personnel once the proposal is
submitted, without prior approval from the City.
6. Proposed Innovations:
The Firm may also suggest technical or procedural innovations that have been used successfully on
other engagements and that may provide the City with better service delivery. In this section
discuss any ideas, innovative approaches, or specific new concepts included in the Proposal that
would provide benefit to the City's assessment of the Proposal. Focus primarily on cost saving or
efficiency- enhancing innovations. Include any performance -measuring matrix proposals as well.
7. Proposal Costs Sheet and Rates:
In this section include the proposed costs to provide the services desired. Include any other cost
and price information that would be contained in an agreement with the City. Include the costs for
extra after-hours services or any other services that are considered optional additions.
L. UNDERSTANDING OF REQUIREMENTS
All proposals accepted by the City must be signed by an authorized representative of the company.
The submission of a signed proposal will be interpreted to mean that the company has thereby
agreed to all conditions, instructions, descriptions and specifications contained herein. All samples
submitted by the company in support of its quote shall become the property of the City.
M. QUESTIONS/CLARIFICATIONS
Please email any questions regarding this RFP to Jennifer Pineda, Management Analyst, with the
subject line "Information Technology Management Services" at jpineda@cityofrosemead.org.
Questions must be received by 10:00 a.m. on Monday, January 8, 2024. All questions received prior
to the deadline will be collected, and responses will be posted to the City's website and PlanetBids by
Tuesday, January 16, 2024.
N. INSURANCE
The City will require the successful Proposer to provide Certificates of Insurance evidencing required
coverage types and the minimum limits. See ATTACHMENT B: INSURANCE for more information on
the City's insurance requirements.
O. PROFESSIONAL SERVICES AGREEMENT
The City will require the successful Proposer to execute a professional services agreement with the
City. Please review ATTACHMENT A: PROFESSIONAL SERVICES AGREEMENT SAMPLE and identify
any questions or areas or concern in your response to the City.
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City of Rosemead — Information Technology Management services Request for Proposal No. 2023 -XX
P. CITY'S RESPONSIBILITY
Upon awarding of the contract, the City shall provide the selected Consultant with any pertinent
ordinances and resolutions, or any other information mutually agreed upon that will assist the
Consultant with the completion of the contract requirements.
Q. PROPOSAL CONTENT/FORMAT
The consultant shall submit a comprehensive proposal, as follows:
1. Cover letter.
2. Name and address of consultant (please include address of local office if applicable).
3. The principle contact person that the consultant will assign to the Rosemead account.
4. A description of your understanding of the project.
5. Experience and qualifications of the consultant and management team, including a description of
relevant similar services. The City reserves the right to reject any of the firm's consultants or
management team. After the proposal deadline, substitution of consultants and management
team may only be made with the permission of the City.
6. A reference list of at least three (3) other public agencies, including contact person's name and
phone number.
7. A list of any pending or previous litigation over the past five years related to your firm's work, and
the outcome of any closed claims or cases.
8. A not -to -exceed fixed all-inclusive monthly total service costs to the City, including a breakdown
of staffing and resources proposed.
The consultant acknowledges that submittal of a proposal constitutes acceptance of and a
willingness to comply with all of the terms, conditions and criteria contained within this RFP.
Proposals not in compliance with the terms and conditions contained herein may be cause for
rejection. The City reserves the right to interpret or change any provision of this RFP at any time
prior to the proposal submission due date. Such changes or interpretations will be in the form of
an addendum.
R. PROPOSAL EVALUATION AND CRITERIA
Proposals will be evaluated on the proposer's ability to provide services that meet the requirements
set forth in this RPF. The City reserves the right to make such investigations as it deems necessary to
determine the ability of the proposer to provide services meeting a satisfactory level of performance
in accordance with the City's requirements. The proposer shall furnish such information and data for
this purpose as the City may request, at no cost to the City. Interviews and presentations by one,
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
several, or all of the proposers submitting a proposal may be requested if deemed necessary to fully
understand and evaluate the proposer's capabilities and qualifications.
The adequacy, depth, and clarityof the proposal will influence, to a considerable degree, its evaluation.
The final selection of the consultants will be based on the following criteria:
1. Narrative describing methodology and protocols
2. Understanding the scope of services.
3. Quality of proposal.
4. Ability of the consultant to provide the full range of requested services.
5. Demonstrated professional skills and credentials of staff to be assigned to this agreement.
6. Related experience and expertise.
7. Consultant's ability to execute the contract in a timely manner.
8. References.
9. Cost as compared to related service requirements (lowest cost will not be the sole
determining factor).
The award of a contract will be based on a combination of the aforementioned criteria and costs.
S. DISCRETION AND LIABILITY WAIVER
1. Proposers shall carefully read the information contained in this RFP and submit a complete
response to all requirements and questions as directed. Incomplete proposals may be considered
non-responsive and may be rejected in the City's discretion.
2. All information, documentation, and other materials submitted in response to this solicitation are
considered non -confidential and/or non-proprietary and are subject to public disclosure after the
solicitation is completed.
3. Proposers shall prepare and develop proposals at their sole cost and expense.
4. The City makes no representations of any kind that an award of a contract will be made as a result
of this RFP, or subsequent RFP. The City reserves the right to accept or reject any or all proposals,
waive any formalities or minor technical inconsistencies, and/or delete any item/requirements
from this RFP when deemed to be in City's best interest.
5. Failure to comply with all requirements contained in this RFP may result in the rejection of a
proposal.
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
6. A proposal may be modified or withdrawn in person at anytime before the scheduled due date,
provided a receipt for the withdrawn proposal signed by the proposer's authorized
representative. The City reserves the right to request proof of authorization to withdraw a
proposal.
7. The City may evaluate the proposals based on the anticipated completion of all or any portion of
the project. The City reserves the right to divide the project into multiple parts, to reject any and
all proposals and re -solicit for new proposals, or to reject any and all proposals and temporarily
or permanently abandon the project.
8. The City may, in the evaluation of proposals, request clarification from proposers regarding their
proposals, obtain additional material or literature, and pursue other avenues of research as
necessary to ensure that a thorough evaluation is conducted.
9. By submitting a proposal in response to this RFP, the consultant accepts the evaluation process,
acknowledges and accepts that determination will require subjective judgments by the City, and
waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP.
10. The City of Rosemead expects the highest level of ethical conduct from proposers, including
adherence to all applicable laws and local ordinances regarding ethical behavior.
11. If an agreement cannot be reached with the highest ranked proposer, City reserves the right to
terminate negotiations with that party and enter into negotiations with the next highest ranked
proposer.
12. Finalists in the selection process may be asked to attend an interview once the RFP process is
complete.
13. Acceptance of any proposal is contingent upon the proposer's certification and agreement by
submittal of its offer, to comply and act in accordance with all provisions of the City's Municipal
Code.
14. Any agreement entered into as a result of this Request for Proposal shall include the following
non -appropriation of funds language: "Non -Appropriation of Funds — Payment due and payable
to Vendor for current goods and/or services are within the current budget and within an available,
unexhausted and unencumbered appropriation of City. In the event the City has not appropriated
sufficient funds for payment of goods and/or services beyond the current fiscal year, this
Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year."
All proposals submitted shall be binding for 60 days from the date of submittal.
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
ATTACHMENT A
PROFESSIONAL SERVICE AGREEMENT
NAME OF PROJECT
(CONTRACTOR NAME)
PARTIES AND DATE.
This Agreement is made and entered intothis INSERT DATE (Effective Date)
by and between the City of Rosemead, a municipal organization organized under the laws
of the State of California with its principal place of business at 8838 E. Valley Blvd.,
Rosemead, California 91770 ("City") and CONTRACTOR NAME with its principal place of
business at ADDRESS ("Consultant'). City and Consultant are sometimes individually
referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing TYPE OF SERVICE to
public clients, is licensed in the State of California and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render PROJECT SERVICE OR NAME ("Services")
as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services: Consultant promises and agrees to furnish
to the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the TYPE OF SERVICE services necessary for the
City, herein referred to a "Services". The Services are more particularly described in Exhibit
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
A attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be for a INSERT TERM YEAR
year time period from Effective date with the option for up to two (2) one-year extensions at the sole
and absolute discretion of the City, unless earlier terminated as provided herein. Consultant
shall complete the Services within the term of this Agreement and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant retains the right to perform similar or different services
for others during the term of this Agreement. Any additional personnel performing the
Services under this Agreement on behalf of Consultant shall also not be employees of City
and shall at all times be under Consultant's exclusive direction and control. Consultant shall
pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including,
but not limited to: social security taxes, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services: Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance with
such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall
respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall
provide a more detailed schedule of anticipated performance to meet the Schedule of
Services.
3.2.3 Conformance to Applicable Requirements: All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel: Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse
to perform the Services in a manner acceptable to the City, or who are determined by the
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
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 Consultant at the request of the City.
3.2.5 City's Representative: The City hereby designates the City Manager, or
his or her designee, to act as its representative for the performance of thisAgreement ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for
all purposes under this Agreement. Consultant shall not accept direction or orders from any
person other than the City's Representative or his or herdesignee.
3.2.6 Consultant's Representative: Consultant will designate to act as its
representative for the performance of this Agreement ("Consultant's Representative').
Consultant's Representative shall have full authority to represent and act on behalf of the
Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his/her best skill and attention, and shall be responsible
for all means, methods, techniques, sequences, and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services: Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling necessary
to perform the Services. Consultant represents that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall
perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein.
3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and
in compliance with applicable local state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and without
giving written notice to the City, Consultant shall be solely responsible for all costs arising
therefrom. Consultant shall indemnify and hold City, its officials, directors, officers,
employees and agents free and harmless, pursuant to the indemnification provisions of this
Agreement, from any liability to the extent found to be arising out of any failure to comply
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with such laws, rules or regulations.
3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the
duration of this Agreement insurance coverage as specified in Exhibit B attached to and part
of this agreement.
3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall
at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of its employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for
the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation: Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
exceed INSERT COST AMOUNT per fiscal year. The City agrees to pay Consultant a fee of
INSERT COST AMOUNT WRITTEN ($INSERT NUMBERICAL COST) a month. Extra work
may be authorized in writing, as described below, and will be compensated at the rates and
manner set forth in this Agreement.
3.3.2 Payment of Compensation: Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods, as
appropriate, through the date of the statement. City shall, within 30 days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3A Extra Work: At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by Cityto be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from City's Representative.
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3.3.5 Prevailing Wages: Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the
payment of prevailing wage rates and the performance of other requirements on "public
works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing
Wage Laws to the extent they are applicable to Consultant. City shall provide Consultant
with a copy of the prevailing rates of per diem wages in effect at the commencement of this
Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each
craft; classification or type of worker needed to execute the Services available to interested
parties upon request and shall post copies at the Consultant's principal place of business
and at the project site. Consultant shall defend, indemnify and hold the City, its elected
officials, officers, employees and agents free and harmless from any claim or liability arising
out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3A Accounting Records.
3.4.1 Maintenance and Inspection: Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and
any other documents created pursuant to this Agreement. Consultant shall allow inspection
of all work, data, documents, proceedings, and activities related to the Agreementfor a period
of three (3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination: City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause
by giving written notice to Consultant of such termination, and specifying the effective date
thereof, at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately
rendered to City, and Consultant shall be entitled to no further compensation. Consultant
may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination: If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished
Documents/ Data and other information of any kind prepared by Consultant in connection with
the performance of Services under this Agreement. Consultant shall be required to provide
such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services: In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
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3.5.2 Delivery of Notices: All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
CONSULTANT:
NAME
ADDRESS
ATTN:
TEL:
CITY:
City of Rosemead
8838 Valley Boulevard
Rosemead, CA 91770
Attn: City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty- eight
(48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property:
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or
works of authorship fixed in any tangible medium of expression, including but not limited to,
physical drawings or data magnetically or otherwise recorded on computer diskettes, which
are prepared or caused to be prepared by Consultant under this Agreement ("Documents &
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal right
to license any and all Documents & Data. Consultant makes no such representation and
warranty in regard to Documents & Data which were prepared by design professionals other
than Consultant or provided to Consultant by the City. The Documents & Data are intended
for use solely with respect to the project for which they were prepared. Any reuse or
modification by City shall be at City's sole risk.
3.5.32 Confidentiality: All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held confidential
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by Consultant. Such materials shall not, without the prior written consent of City, be used by
Consultant for any purposes other than the performance of the Services. Nor shall such
materials be disclosed to any person or entity not connected with the performance of the
Services or the Project. Nothing furnished to Consultant which is otherwise known to
Consultant or is generally known, or has become known, to the related industry shall be
deemed confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the prior
written consent of City.
3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees: If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from
the losing party reasonable attorney's fees and all costs of such action as part of prevailing
party's total damages as determined by court of competent jurisdiction or as agreed upon by
the parties in settlement.
3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free
and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in any
manner arising out of or incident to any alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising out of
or in connection with the performance of the Services, the Project or this Agreement, including
without limitation the payment of all consequential damages and attorneys' fees and other related
costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any
and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought
or instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered against
City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action
or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers,
employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each
of them in connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City,
its directors, officials officers, employees, agents or volunteers.
3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both parties.
3.5.8 Governing Law: This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
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3.5.9 Time of Essence: Time is of the essence for each and every provision
of this Agreement.
3.5.10 City's Right to Employ Other Consultants: City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns: This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the City. Any attempt to do so shall be null and void, and any
assignees, hypothecates or transferees shall acquire no right or interest by reason of such
attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions: Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents, and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification: No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries: There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
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solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that
it has not paid nor has it agreed to pay any company or person, other than a bona fide
employeeworking solely for Consultant, anyfee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of this
Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants
to file, a Statement of Economic Interest with the City's Filing Officer as required under state
law in the performance of the Services. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19 Equal Opportunity Employment: Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to,
all activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination. Consultant shall also comply with all relevant
provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other
related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement: Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts: This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without priorwritten
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
[Signatures on next Page]
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
CITY OF ROSEMEAD
Ben Kim, City Manager Date
Attest:
Ericka Hernandez, City Clerk Date
Approved as to Form:
CONTRACTOR
By
Name.
Title:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL OF
CONTRACTOR REQUIRED]
M
Na
Rachel Richman Date
City Attorney Title:
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
ATTACHMENT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance
in conformance with the requirements set forth below. Consultant will use existing coverage to comply
with these requirements. If that existing coverage does not meet the requirements set forth here,
Consultant agrees to amend, supplement, or endorse the existing coverage to do so. Consultant
acknowledges that the insurance coverage and policy limits set forth in this section constitute the
minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits
and coverage required in this agreement and which is applicable to a given loss, will be available to
City.
Consultant shall provide the following types and amounts of insurance:
General Liability Insurance. Consultant shall maintain commercial general liability insurance with
coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than
$1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and
property damage, and $2,000,000 completed operations aggregate. Any endorsement restricting
standard ISO "insured contract" language will not be accepted.
Business Auto Coverage. Consultant shall maintain automobile insurance at least as broad as Insurance
Services Office form CA 00 01 covering bodily injury and property damage for all activities of the
Consultant arising out of or in connection with Work to be performed under this Agreement, including
coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000
combined single limit for each accident.
Workers Compensation on a state -approved policy form providing statutory benefits as required by
law with employer's liability limits no less than $1,000,000 per accident or disease.
Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation
endorsement in favor of Agency, its officers, agents, employees, and volunteers.
Technology Professional Liability or Errors and Omissions Insurance as appropriate shall be written on
a policy form coverage specifically designed to protect against acts, errors, or omissions of the
consultant and "Covered Professional Services" as designated in the policy must specifically include
work performed under this agreement. The policy limit shall be no less than $1,000,000 per
occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage:
A. Liability arising from the unauthorized release of information for which an entity has the legal
obligation to keep private, such as personally identifiable information (1311) and protected
health information (PHI).
B. Network security liability arising from the unauthorized use of, access to, or tampering with
computer systems, including hacker or denial of service attacks.
C. Liability arising from the failure of technology products (software and hardware) required
under the contract for consultant to properly perform the intended services.
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D. Claims alleging the failure of computer security that result in the transmission of malicious
code, deletion, destruction or alteration of data, or the denial of service.
E. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas,
domain name infringement or improper deep -linking or framing, and infringement or violation
of intellectual property rights.
F. Liability arising from the rendering, or failure to render, professional services.
G. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws
or intellectual property rights.
H. Crisis management and other expert services.
If coverage is maintained on a claims -made basis, the Consultant shall maintain such coverage for an
additional three (3) years following termination of the contract.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted
carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial
size VII.
Cyber technology errors and omissions. Consultant shall procure and maintain insurance with limits of
$1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following
coverage:
a. Liability arising from the unauthorized release of information for which an entity has the legal
obligation to keep private, such as personally identifiable information (PII) and protected
health information (PHI).
b. Network security liability arising from the unauthorized use of, access to, or tampering with
computer systems, including hacker or denial of service attacks.
c. Liability arising from the failure of technology products (software and hardware) required
under the contract for Consultant to properly perform the intended services.
d. Claims alleging the failure of computer security that result in the transmission of malicious
code, deletion, destruction or alteration of data, or the denial of service.
e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas,
domain name infringement or improper deep -linking or framing, and infringement or violation
of intellectual property rights.
f. Liability arising from the rendering, or failure to render, professional services.
g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws
or intellectual property rights.
h. Crisis management and other expert services.
If coverage is maintained on a claims -made basis, the Consultant shall maintain such coverage for an
additional three (3) years following termination of the contract.
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City
agree to the following with respect to insurance provided by Consultant:
1. Consultant agrees to have its insurer endorse the third -party general liability coverage required
herein to include as additional insureds City, its officials, employees, and agents, using standard
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City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
ISO endorsement No. CG 2010. Consultant also agrees to require all contractors, and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss.
Consultant agrees to waive subrogation rights against City regardless of the applicability of any
insurance proceeds, and to require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
4. None of the coverages required herein will be in compliance with these requirements if they
include any limiting endorsement of any kind that has not been first submitted to City and
approved of in writing.
5. No liability policy shall contain any provision or definition that would serve to eliminate so-called
"third party action over' claims, including any exclusion for bodily injury to an employee of the
insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification, and additional
requirements by the City, as the need arises. Consultant shall not make any reductions in scope of
coverage (e.g., elimination of contractual liability or reduction of discovery period) that may affect
City's protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant's
general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the event such insurance
is canceled at any time and no replacement coverage is provided, City has the right, but not the
duty, to obtain any insurance it deems necessary to protect its interests under this or any other
agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Consultant or deducted from sums due Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days' notice to City of any cancellation
of coverage. Consultant agrees to require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of cancellation
imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply
with the requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Consultant or any subcontractor, is intended to apply first and on a primary,
noncontributing basis in relation to any other insurance or self-insurance available to City.
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10. Consultant agrees to ensure that subcontractors, and any other party involved with the project
who is brought onto or involved in the project by Consultant, provide the same minimum insurance
coverage required of Consultant. Consultant agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for review.
11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any
portion of the insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or other entity or person in any way involved in the
performance of work on the project contemplated by this agreement to self -insure its obligations
to City. If Consultant's existing coverage includes a deductible or self-insured retention, the
deductible or self-insured retention must be declared to the City. At that time the City shall review
options with the Consultant, which may include reduction or elimination of the deductible or self-
insured retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the Consultant ninety (90) days advance written notice of
such change. If such change results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or its employees or agents
face an exposure from operations of any type pursuant to this agreement. This obligation applies
whether or not the agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein expiring during the term
of this Agreement have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A
coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A
certificate of insurance and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to City within five days of the
expiration of the coverages.
17. The provisions of any workers' compensation or similar act will not limit the obligations of
Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its employees, officials, and agents.
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18. Requirements of specific coverage features, or limits contained in this section are not intended as
limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally
provided by any given policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or insured to be
limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct from any other provision
in this agreement and are intended by the parties here to be interpreted as such.
20. The requirements in this Section supersede all other sections and provisions of this Agreement to
the extent that any other section or provision conflicts with or impairs the provisions of this
Section.
21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in
any way with the project reserves the right to charge City or Consultant for the cost of additional
insurance coverage required by this agreement. Any such provisions are to be deleted with
reference to City. It is not the intent of City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising
out of the work performed under this agreement. City assumes no obligation or liability by such notice,
but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely
to involve City.
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ATTACHMENT C
CITY OF ROSEMEAD — SCOPE OF SERVICES
The successful contractor will serve as the City's IT staff for the duration of the contract. Under the
direction of the City Manager and Assistant City Manager, the successful contractor will be responsible
for all facets of the IT function in the City. The winning contractor will:
1. Contractor to provide one on-site full-time support technician to work according to the City's 4-
10 schedule. The technician will work Monday through Thursday and provide coverage from 7:00
a.m. to 6:00 p.m. The technician will work ten hours from 7:00 am to 6:00 pm with one hour for
lunch. Periodically, the technician will work on Fridays in order to perform routine server
maintenance and scheduled projects requiring downtime. Technician will occasionally work
outside of their scheduled hours as requested by the City.
2. Contractor to provide adequate backup staffing resource to address major and immediate
problems, staffing irregularities, and planned upgrades.
3. Contractor to develop backup plans and procedural documentation for active servers and digitally
archive.
4. Contractor to provide a 247 support hotline for after-hours emergencies. Contractors should be
able to provide remote support after hours or report onsite within two hours if requested by the
City. Contractor should specify the hourly rate and any minimum hours for after-hours support.
5. Contractor to provide an Account Manager to prepare a monthly schedule for contract personnel
to cover City's contracted hours, schedule personnel to cover emergency call -outs, prepare billing
on a monthly basis, handle all administrative duties of contract, and schedule monthly meetings
with the City's IT overseer.
6. Contractor to provide end user training for various technology as needed. This can be at the
request of the City or when a need is identified by the vendor.
7. Provide timely, professional and effective services, work harmoniously with City staff and other
City contractors, conduct regular status and information meetings, provide regular and timely
reports on outstanding issues, work accomplished, and general network health, and make
recommendations on improving City processes.
8. Provide enforcement of all City policies relating to the use of information technology resources.
9. Provide quarterly hardware inventory reporting and proper and legal electronic disposal of
surplus electronic equipment.
10. Conduct an IT audit within the first 30 days of hire and draft an IT Business Plan within the first
60 days of hire.
241 Page
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
Desktop Support
Support technician is expected to resolve client/caller generated trouble calls in a professional and
efficient manner. Additionally, they will work on special project/task assignments as necessary: to
setup and configure new PCs; to maintain current version levels of desktop software; to install,
upgrade or troubleshoot application software; to conduct hardware and software inventories; to do
hardware installations and modifications on existing PCs and other related tasks. Support technicians
are expected to:
1. Provide Help Desk support for problem resolution and requests for installations and upgrades.
Requests may be received in-person, via telephone, or email.
2. Respond to client/caller with resolution/diagnosis according to prioritization.
3. Communicate with users on a non-technical level.
4. Utilize a tracking system to track and monitor the status of Help Desk requests and to generate
monthly reports of Help Desk activity.
5. Assist designated City personnel with hardware and software purchases as needed and assist with
warranty and other technical support.
Computer Operations
Execution of scheduled processes shall include:
1. Review of all process logs for normal execution and performance.
2. Review of security logs for unusual activity.
3. Ensure scheduled preventive maintenance
4. Monitor server performance and capacity management services
5. Performing backups, backup rotations and restores of all systems, servers, network equipment.
6. Maintenance of network activity records and reports.
7. Monitoring and reporting status of servers.
8. Monitoring and reporting on status of network.
9. Logging of network activities and events.
10. Checking on versions of software that require updates.
11. Maintaining process and operational documentation.
12. Keeping and maintaining records on hardware assets: PCs, Servers, Network equipment, etc.,
Acquisition date, warranty date, maintenance agreement location, maintenance and repair
contactnumber.
13. Keeping and maintaining records on all software: PCs, Servers, Databases, Applications, 05, etc.
Security Administration Support
Support technicians are expected to maintain security of the City's network and IT resources in
accordance with industry best practices and City policy. Activities are generally described as:
1. Administration of network user access rights as approved by City.
2. Administration of global and group security policies as approved by the City.
3. Performing quarterly scans for wireless access points as required for PCI compliance.
4. Network, network device, and systems security administration and record keeping.
5. Monitoring for intrusion attempts, attacks, viruses, etc.
6. Firewall configuration and version updates.
7. Keep servers, workstations, and appliances up-to-date with security patches.
8. Notify City personnel immediately of suspected breaches of security.
251 Page
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
Network Administration and Systems Support
Support technician is expected to provide all the necessary network and system technical expertise
to the City to have its systems and network operate efficiently and effectively and minimize down
time. Minor system changes and routine maintenance such as server patches requiring short planned
outages may be scheduled on designated Fridays when City Hall is closed. However, after hours and
weekend work may be necessary to resolve problems or for major system changes or upgrades
requiring more than one day. The Network and Systems Support activities are expected to be the
standard activities for a similar -sized City IT operation. They are generally described as follows:
1. Maintain all City network equipment including switches, firewalls, routers, IP phones system and
other security devices.
2. Manage backup and disaster recovery systems.
3. Install and maintain printers, network copiers/scanners, group policy, software updates, etc. as
deemed necessary and maintain a citywide network diagram.
4. Network and network device performance monitoring, diagnostics, and tuning.
5. Network and network device configuration and version updates.
6. Network and network device configuration management and record keeping.
7. Network, network device, and server capacity monitoring and planning.
8. Server OS configuration and version updates.
9. Anti-malware software management (keeping current updates and versions).
10. Coordination and cooperation with other City service providers.
11. Provide troubleshooting and resolution of network communications problems within City's existing
network as these problems are reported through the IT Help Desk or identified by Support
technicians.
Planning and Proiect Management
Support technicians are expected to assist the Information Technology Services Manager with
planning and project management duties including:
1. Analysis of information systems needs
2. Long-range information systems planning and forecasting
3. Researching and evaluating technical solutions
4. Acquiring quotes
5. Preparing project implementation plans and timelines
6. Coordinating with City staff and contractors
7. Conducting project meetings
8. Preparing project status reports
Communication and Analysis
Support technicians are expected to have an effective communication rapport with the City, providing
valuable, accurate information in a timely manner. Proficient verbal and written communication skills
are essential.
26)Page
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
The City's network infrastructure is comprised of the following:
RMHYPER V
RM -ADS
RM -BADS
RM-PSDC
RM -HV
RMPRINT
RM-HVI
RM -APP
RM -SQL
RM -NVR
D6H31NW3
RMAADC
CITY OF ROSEMEAD
DESKTOPS
CITYHALL
RCRC
GARVEYPARK
GARVEY GYM
PUBLIC SAFETY
PUBLIC SERVICES
ROSEMEAD AQ CENTER
ROSEMEAD PARK
SPLASH ZONE
GARVEYCENTER
ALL CITY
SOFTWARE/SUBSCRIPTIONS
TYLER INCODE 10 CLOUD
GRANICUS
MICROSOFT OFFICE
HDL PERMIT
ADOBE CLOUD/PRO
HDL PRIME
EGNYTE
CRM (GOVOUTREACH)
MICROSOFT OFFICE
MICROSOFT ENTRA
PREMIUM 2
BARRACUDA
AVANAN
KNOWBE4
ROLES
Hyper V server
Domain controller
Backup domain controller (core)
Domain controller
Hyper V server
Print server
Hyper V server
Application server
SQL server
NVR server
SQL server
Azure Connect server
Windows 10
Windows 10
Windows 10
Windows 10
Windows 10
Windows 10
Windows 10
Windows 10
Windows 10
Windows 10
Total = 12 servers
65 PC/laptops
5 PCs
4 PCs
1 PC
5 PCs
9 PCs
2 PCs
3 PCs
2 PCs
5 PCs
Total = 101 Desktops/Laptops
Finance software - use for General Ledger, financial management
Agenda Management software - used for document workflow and live view of council
meetings
Microsoft office software 365/132
Building permit software
Used by designated staff to edit, create, view PDFS / create flyers
Business license software
File share software, use by staff to save and share documents
Use by city personnel as a ticket system for Rosemead residents
Office 365 E3
Cloud -based identity and access management
Backup for servers
Front desk check in system
Security awareness training subscription
271Page
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
LOCATIONS
CAMERA SYSTEM
CITY HALL
Main circuit 500/500
yes
COMMUNITY
190/20
yes
RECREATION CENTER
2
PUBLIC SAFETY
(RCRC)
PUBLIC SERVICES
1
GARVEY PARK
180/20
yes
GARVEY PARK GYM
50/10
1
JAY IMPERIAL PARK
GARVEY CENTER
KLINGERMAN PARK
SPLASH ZONE
1
PUBLIC SAFETY
180/20
yes
PUBLIC SERVICES
50/50
yes
ROSEMEAD AQUATIC
200/200
yes
CENTER
ROSEMEAD PARK
185/23
yes
SALLY TANNER PARK
SPLASH ZONE
50/10
yes
GARVEY CENTER
150/40
yes
ZAPOPAN PARK
CITY HALL
5
ROSEMEAD COMM
2
RECREATION CTR
GARVEY PARK
2
PUBLIC SAFETY
1
PUBLIC SERVICES
1
ROSEMEAD AQUATIC
1
CENTER
ROSEMEAD PARK &
1
DAYCARE
GARVEY CENTER
2
SPLASH ZONE
1
GARVEY PARK GYM
0
TOTAL = 16
281 Page
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
Below is additional information on the City's current information technology
systems and services:
1. ISP
a. TPX: Internet and phone service provider
b. Spectrum: Internet provider (temporary)
2. Firewall
a. We currently use a Fortigate Firewall
b. Managed by provider
3. Switches
a. Meraki switches
b. Managed by provider
4. Network Connectivity
a. Type of cabling — CATS, CAT6, and Fiber
5. Network Topology
a. The City is on a Tree Topology network
b. The City is on a Layer 3 operation
6. VoIP
a. The City is on a VoIP system and VolP Polycom phones
b. Managed by provider
7. (High Availability) City currently has redundancy on the following items:
a. Internet service provider— Spectrum and TPX
b. Servers — Daily backups to Barracuda appliance and cloud; three domain controllers,
application server, two SQL servers, print server, Azure Sync server, NVR server, and
web server.
8. Wireless Controller and Access Points
a. The City is using Meraki Access Points
b. Managed by TPX
9. Make/model of all systems:
a. Dell PowerEdge R350/R750xs
b. Barracuda local and cloud backup
c. Lenovo Laptops
d. Dell OptiPlex PCs
e. HP LaserJet printers (B/W & color)
f. Ricoh copiers and plotter C5100, C4500, CW2200
g. Polycom Phones
10. Service provider and expiration dates:
TPX: (expires in August 2026/February 2027)
Spectrum: month to month
291 Page
City of Rosemead — Information Technology Management Services Request for Proposal No. 2023 -XX
11. Current information technology system support:
TPX (expires in August 2026/February 2027)
12. Current operating systems running on the servers and workstations:
a. Windows only environment
b. Servers —Windows server 2019/2022/CORE
c. Workstations — Windows 10 64bit
301 Page
Attachment B
Max Power Technology, LLC
First Amendment
FIRST AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT
(MAX POWER TECHNOLOGY, LLC)
This FIRST AMENDMENT ("Amendment") is made and entered into this � day of
r 2022 ("Effective Date"). by and between the City of Rosemead, a municipal
organ zation, organized under the laws of the State of California with its principal place of
business at 8838 East Valley Blvd., Rosemead, California 91770 ("City") and Max Power
Technology, LLC with its principal place of business at ("Consultant"). City and Consultant
are sometimes individually referred to herein as "Party" and collectively as "Parties."
WHEREAS, City and Consultant entered into a three (3) year agreement on December
10, 2019, for professional information technology services (the "Agreement"); and
WHEREAS, this Agreement is set to expire on December 10, 2022; and
WHEREAS, the Agreement permits the City and the Consultant to mutually agree to
extend the term of the Agreement for up to two (2) one-year extensions; and
WHEREAS, City has requested Consultant to provide an additional year of professional
information technology services through December 10, 2023; and
WHEREAS, Consultant has requested a 5% Consumer Price Index ("CPI') adjustment
totaling $5,700 for a total annual compensation not to exceed $119,700; and
WHEREAS, the Parties have agreed to a one-year extension with all other terms and
conditions set forth in the original Agreement remaining in effect; and
WHEREAS, the City Council authorizes the City Manager to execute the Amendment on
behalf of the City.
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. Section 3.1.2 " Term" shall be amended to read:
Section 3.1.2 Term. The term of this Agreement shall be extended for an
additional one-year term from December 10, 2022, to December 10, 2023, with
the remaining option for one (1) additional one (1) year extension at the sole
and absolute discretion of the City, unless earlier terminated as provided
herein. Consultant shall complete the services within the tens of this Agreement
and shall meet any other established schedules and deadlines.
SECTION 2. Section 3.3.1 "Compensation" shall be amended to read:
Section 3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement
and shall not exceed one hundred and nineteen thousand seven hundred
dollars ($119,700) annually. The City agrees to pay Consultant a fee of nine
thousand nine hundred seventy-five dollars ($9,975) a month. Extra work may
be authorized in writing, as described below, and will be compensated at the
rates and manner set forth in this Agreement.
SECTION 3. All other terms, condition, and provisions of the Original Agreement not in
conflict with this Addendum, shall remain in full force and effect.
SECTION 4. The City Clerk shall certify to the adoption of this Addendum and hereafter the
same shall be in full force and effect.
IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above written.
CITY OF ROSEMEAD
BY: 6�
Ben Kim. Citanager
Attest:
i
t• t y l •....i U
BY: CLQ
Rachel Richman, City Attorney
MAX POWER TECHNOLOGY, LLC
Name: -✓.�/ �� 27��
Title: 6 �5-v
(If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL
OF CONTRACTOR REQUIRED)
Name: -,A /L2 -ra �2'e'"tri
Title: (4"-d 4m/' eo0e4--
. Ic & CERTIFICATE OF LIABILITY INSURANCE nnG /21/Na/20 =1
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED
REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.
IMPORTANT: M the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
N SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an andolsement A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Dave Cacheiro
Dan xmeurance
511 8 Harbor Hlvdaacy
Ste H
FHONE (562) 448-3200 •(562) 448-3220
EMAIL dava I dinsuranoe.cem
Le Eabra CA 90631-9376
04/11/202204/11/2023
SSU S AFFORDINGCOJERAGE NAIC4
INSURERA: Hi FCOX Insurance corvany 10200
INSURED (323) 995-2392
INSURER a: Elseez Specialty Insurance Cc 10202
Na. Pores T..b clergy, LLC.
INSURER C: HisCOX specialty Insurance Co 10202
INSURER D:
653 S Chicago Street
INeURER E:
Los Angeles CA 90023
it INSU11FJ1 F'
COVERAGES CERTIFICATE NUMBER: cert xD 6209 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
MTYPE OF INSURANCE A DOLI6U R POUCYNUMBEIR PMOOF"P PDLICYE2P LIMITS
a
Y ICOMMERCIALGENERALLWBILm
99839 R. Valley Blvd
AUIMORI3ORCPRESENTATNE
EACHOCCURRENCE b 1,OOa, 000
CWNS4AADt T ODOUR i
➢100.202.254
04/11/202204/11/2023
PR I� E E b 300,000
i
MED EXP (An "peon b 5,000
PERSONAL& ADV INJURY S 2,000,000
GENERALAGGREGATE S 2,000,000
GEN'L AGGREGATE UVITAPPLIES PER:
Y'POLICY E]jET F7LOC
PRODUCTS-COMP,OPAGO 3 2,00D,DDO
S
HER:
AUTOMae1LELU1sILT•
COMBNEO N U 'S 110001000
BODILY INJURY(Per wOm) S
A
ANYALRO
i
➢100.102.154
104/11/20220{/11/2023
Y
OWNED SCHEDULED
I AUTOS ONLY AUTOS
BODILY INJURY (Per ea>neW s
1 P RTY DAMAG
Pw e:dtlen b
Y
HIRED NON -GYRED
AUTOS ONLY Y AUTOS ONLY
S
E
UMBREU.AIMB
Y
OCCUR
7100.202.254
04/11/202204/11/2023
EACH OCCURRENCE b 1,000,000
Y
ErCESSUAS
CLAJMS-MADE
(AGGREGATE S 1,000,000
Y
DED I Y I RETENnO a 1.000
S
WORIOiR9COMPENSATON
ANDCM0.0YER6'WELITY YIN,
ANYPROPRIETOWPARTNERIEXECUTNE
STATUTE.. _ FIVµ
E.L. EACH ACCIDENT S
OFFICERIMEMSEREXCLUDEDT ❑
NJA�
E.L DISEASE - E1 EMPLOYEE $
(seadeewy in NH)
E.L. DISEASE -PWCY LIMIT b
Rs, pYe uMFr
D Rd P"PF ERAT IONS teLv/
C
Ezrmre and onisaions
P100.202.254
04/11/2022 04/11/2023
Per claim $ 11000,000
C
Errors end Oaiseioas
P100.202.254
04/11/70]1 04/11/1013
Annual Aggregate S 2,000,000
OESCWPTN)N a OPCMTIONa l LOCAnONSI VEIeCLEB (NDORD tet. A44MaW Rer,eflle BdWUM, may M ffiCIle6 ymw. pea Y rpMm4)
Should any Of the described policies be cancelled before the expiration date thereof, the issuing
Insurer will sail written notice in accordance with the policy provisions to the certificate bolder
named within the stated tine !rases of 30 days, escapt for reason of eco -payment of prsmi= at 10
days.
CERTIFICATE HOLDER CANCELLATION
0ISM2013 ACORD CORPORATION. All rights reserved.
ACORD 23 (2016+03) The ACORD name and logo are registered marks of ACORD
Page 1 of 1
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Rosemead
99839 R. Valley Blvd
AUIMORI3ORCPRESENTATNE
Roaasesd CA 91770
0ISM2013 ACORD CORPORATION. All rights reserved.
ACORD 23 (2016+03) The ACORD name and logo are registered marks of ACORD
Page 1 of 1
Attachment C
Max Power Technology, LLC
Second Amendment
SECOND AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT
(MAX POWER TECHNOLOGY, LLC)
This SECOND AMENDMENT ("Amendment") is made and entered into this _ day
of 2023 ("Effective Date"), by and between the City of Rosemead, a
municipal organization, organized under the laws of the State of California with its principal
place of business at 8838 East Valley Blvd., Rosemead, California 91770 ("City") and Max
Power Technology, LLC with its principal place of business at ("Consultant'). City and
Consultant are sometimes individually referred to herein as 'Party" and collectively as
"Parties."
WHEREAS, City and Consultant entered into a three (3) year agreement on December
10, 2019, for professional information technology services (the "Agreement'); and
WHEREAS, the original Agreement was set to expire on December 10, 2022; and
WHEREAS, the Agreement permits the City and the Consultant to mutually agree to
extend the term of the Agreement for up to two (2) one-year extensions; and
WHEREAS, the City entered into the First Amendment extending the Agreement for a
one-year period through December 10, 2023; and
WHEREAS, the City has requested Consultant to provide an additional year of
professional information technology services through December 10, 2024; and
WHEREAS, Consultant has requested a 5% Consumer Price Index ("CPP') adjustment
totaling $5,985 for a total annual compensation not to exceed $125,685; and
WHEREAS, the Parties have agreed to a one-year extension with all other terms and
conditions set forth in the original Agreement remaining in effect.
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. Section 3.1.2 " Term" shall be amended to read:
Section 3.1.2 Term. The term of this Agreement shall be extended for an
additional one-year term from December 11, 2023, to December 10, 2024,
unless earlier terminated as provided herein. Consultant shall complete the
services within the term of this Agreement and shall meet any other established
schedules and deadlines.
SECTION 2. Section 3.3.1 "Compensation" shall be amended to read:
Section 3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement
and shall not exceed one hundred and twenty-five thousand six hundred eighty-
five dollars ($125,685) annually. The City agrees to pay Consultant a fee of ten
thousand four hundred seventy-three dollars and seventy-five cents
($10,473.75) a month. Extra work may be authorized in writing, as described
below, and will be compensated at the rates and manner set forth in this
Agreement.
SECTION 3. All other terms, condition, and provisions of the Original Agreement not in
conflict with this Addendum. shall remain in full force and effect.
SECTION 4. The City Clerk shall certify to the adoption of this Addendum and hereafter the
same shall be in full force and effect.
IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above written.
CITY OF ROSEMEAD
M,
Attest:
City Clerk
go
Ben Kim, City Manager
Rachel Richman, City Attorney
2
MAX POWER TECHNOLOGY, LLC
BY:
Name:
Title:
(If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL
OF CONTRACTOR REQUIRED)
BY:
Name:
Title:
U
1:1
Attachment D
Max Power Technology, LLC
Professional Services Agreement
PROFESSIONAL SERVICES AGREEMENT
INFORMATION TECHNOLOGY MANAGEMENT SERVICES
PARTIES AND DATE.
This Agreement is made and entered into this this /B" of December, 2019
(Effective Date) by and between the City. of Rosemead, a municipal organization
organized under the laws of the State of California with its principal place of business at
8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Max Power Technology
with its principal place of business at 3849 East Cesar Chavez Avenue, Los Angeles, CA
90063 ("Consultant"). City and Consultant are sometimes individually referred to herein
as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant .
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing information
technology services to public clients, is licenced in the State of California and is familiar
with the plans of City.
2.2 Project
City desires to engage Consultant to render professional information technology
services ("Services") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the information technology
services necessary for the City, herein referred to as "Services". The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by reference.
Max Power Technology
Page 2 of 11
All Services shall be subject to, and performed in accordance with, this Agreement, the
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be for a three (3) year time
period from Ic>1 za>klwith the option for up to two (2) one-year
extensions at the sole and absolute discretion of the City, unless earlier terminated as
provided herein. Consultant shall complete the Services within the term of the
Agreement, and shall meet any other established shcedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries; and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
City shall respond to Consultant's submittals in a timely, manner. Upon request of City,
Consultant shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute
other personnel of at least equal competence upon written approval of City. In the event
that City and Consultant cannot agree as to the substitution of key personnel, City shall
be entitled to terminate this Agreement for cause. As discussed below, 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
Max Power Technology
Page 3 of 11
timely completion of the Project or a threat to the safety of persons or property, shall be
promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates the City
Manager, or his or her designee, to act as its representative for the performance of this
Agreement ('City's Representative"). City's Representative shall have the power to act
on behalf of the City for all purposes under this Agreement. Consultant shall not accept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant will designate to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of the
Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his/her best skill and attention, and shall be
responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services: Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff, consultants
and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant represents and maintains that R is skilled
in the professional calling necessary to perform the Services. Consultant warrants that
all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and
that such licenses and approvals shall be maintained throughout the tern of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Consultant shall perform, at its own cost and expense and without reimbursement from
the City, any services necessary to correct errors or omissions which are caused by the
Consultant's failure to comply with the standard of care provided for herein.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
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provisions of this Agreement, from any claim or liability arising out of any failure or alleged
failure to comply with such laws, rules or regulations.
3.2.10 Insurance: Consultant shall maintain prior to the beginning
of and for the duration of this Agreement insurance coverage as specified in Exhibit "B"
attached to and part of this agreement.
3.2.11 Safety: Contractor shall execute and maintain its work so as
to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and life saving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
exceed one -hundred fourteen thousand dollars ($114,00.00) annual. The City agrees to
pay Consultant a fee of nine thousand five hundred dollars ($9,500.00) a month. The
Consultant shall perform a full assessment study within the first 30 -days of service at no
fee. Extra Work may be authorized in writing, as described below, and will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods,
as appropriate, through the date of the statement. City shall, within 45 days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed
for any expenses unless authorized in writing by City.
3.3.4 Extra Work: At any time during the term of this Agreement, City may
request. that Consultant perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
but which the parties did not reasonably anticipate would be necessary at the 'execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
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3.3.5 Prevailing Wages: Consultant is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code
of Regulations, Title 8, Section 1600, at seq., ("Prevailing Wage Laws"), which require the
payment of prevailing wage rates and the performance of other requirements on "public
works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the
total compensation is $1,000 or more, Consultant agrees to fully comply with such
Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates
of per diem wages in effect at the commencement of this Agreement. Consultant shall
make copies of the prevailing rates of per diem wages for each craft; classification or type
of worker needed to execute the Services available to interested parties upon request,
and shall post copies at the Consultant's principal place of business and at the project
site. Consultant shall defend, indemnify and hold the City, its elected officials, officers,
employees and agents free and harmless from any claim 'or liability arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection: Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination: City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such termination.
Upon termination, Consultant shall be compensated only for those services which have
been adequately rendered to City, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination: If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents/ Data and other information of any kind prepared by Consultant in connection
with the performance of Services under this Agreement. Consultant shall be required to
provide such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services: In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
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in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Max Power Technology LLC
3849 East Cesar Chavez Avenue
Los Angeles, CA 90063
Attn: Jose R. Gonzalez
(323) 833-8602
103VA
City of Rosemead
8838 E. Valley Boulevard
Rosemead, CA 91770
Attn: City Manager
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property:
This Agreement creates a non-exclusive and perpetual license for City to copy, use,.
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were prepared by design professionals other than Consultant
or provided to Consultant by the City. City shall not be limited in any way in its use of the
Documents and Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
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Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the Services.
Nor shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use City's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees: If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorneys fees and all costs of such action.
3.5.6 Indemnification: To the fullest extent permitted by law, Consultant
shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any
such suit, action or other legal proceeding. Consultant shall reimburse City and its
directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials officers, employees,
agents or volunteers.
3.5.7 Entire Agreement: This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
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3.5.8 Governing Law: This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence: Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants: City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns: This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions: Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or
against any Party. Any term referencing time, days or period for performance shall be
deemed calemdar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement. The
captions of the various articles and paragraphs are for convenience and ease of reference
only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment; Modification: No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver: No waiver of any default shall constitute a Waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries: There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
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3.5.18 Prohibited Interests: Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its employees
or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer
as required under state law in the performance of the Services. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For
the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or,obtain any
present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment: Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited
to, all activities related to initial employment, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff or termination. Consultant shall also comply with all
relevant provisions of City s Minority Business Enterprise program, Affirmative Action
Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification: By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to EnterAgreement: Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts: This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required: Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein, without
prior written approval of City. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
[Signatures on next page]
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CITY OF ROSEMEAD MAX POWER TECHNOLOGY
B41g" By: 12-20-19
loria Molleda, City Manager batW Date
Approved as to
City Attorney
Name: Jose R Gonzalez.
Title: CEO
4
Date
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
By.
ZOaame: Jairo E Tzunun
Title: COO