HomeMy WebLinkAboutC-5267 - PSA for Information Technology Governance and Program Management Services1`
N AMENDMENT NO. TWO TO
J) PROFESSIONAL SERVICES AGREEMENT
WITH SYNOPTEK, LLC FOR
INFORMATION TECHNOLOGY GOVERNANCE AND PROGRAM MANAGEMENT
SERVICES
THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. Two") is made and entered into as of this 28th day of April, 2015
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and SYNOPTEK, LLC (FKA SYNOPTEK,
INC.), a California limited liability company ("Consultant"), whose address is 19520
Jamboree Road, Suite 110, Irvine, California 92612, and is made with reference to the
following:
RECITALS
A. On October 1, 2012, City and Consultant entered into a Professional Services
Agreement ("Agreement") to engage Consultant to provide information
technology governance and program and project management advice and
assistance ("Project").
B. On November 13, 2013, City and Consultant entered into Amendment No. One
to the Agreement ("Amendment No. One") to reflect additional services not
previously included in the Agreement, extend the term of the Agreement, and to
increase the total compensation.
C. City desires to enter into this Amendment No. Two to extend the term of the
Agreement to November 30, 2015 and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on November 30, 2015, unless terminated earlier as set forth herein."
2. COMPENSATION TO CONSULTANT
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Four
Hundred Eighteen Thousand Two Hundred Dollars and 00/100 ($418,200.00),
without prior written authorization from City. No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City."
SYNOPTEK, LLC Page 1
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. Two,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Fifteen Thousand Dollars and 00/100 ($15,000.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
SYNOPTEK, LLC Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATT RN Y'S OFFICE
Date:
By:
Aaron C. Harp (Am wlvrjvi -
City Attorney
ATTEST:�5-
Date:
By:
94% f 1 P yW�
Leilani I. Brown
City Clerk
C�4Lu Vo®�
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: IS) 'A 1!5-"
By: G..�
Dave RV
City Manager
CONSULTANT: SYNOPTEK, LLC, a
California limited liability company
Date: K /
By:✓y'/l/�y�/`
Timothy Britt
Chief Executive Officer
Date: s
By:
Eric Co orniz
Secretary
[END OF SIGNATURES]
SYNOPTEK, LLC Page 3
AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH SYNOPTEK, INC. FOR
INFORMATION TECHNOLOGY ADVISORY AND PROJECT MANAGEMENT
SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 13th day of November,
2013 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and SYNOPTEK, INC., a California
corporation ("Consultant'), whose address is 19520 Jamboree Rd., Suite 110, Irvine,
CA 92612, and is made with reference to the following:
RECITALS
A. On October 1, 2012, City and Consultant entered into a Professional Services
Agreement ("Agreement') for information technology governance and program
and project management advice and assistance ('Project').
B. City desires to enter into this Amendment No. One to reflect additional services
not included in the Agreement, to extend the term of the Agreement to
September 30, 2014 and to increase the total compensation.
C. City and Consultant mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: 'The term of this Agreement shall commence on the October 1, 2012, and
shall terminate on September 30, 2014, unless terminated earlier as set forth herein."
2. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services, attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Exhibit A of the Agreement and Exhibit A of Amendment No. One shall
collectively be known as "Exhibit A". The City may elect to delete certain Services
within the Scope of Services at its sole discretion.
3. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference.
Exhibit B of the Agreement and Exhibit B of Amendment No. One shall collectively be
known as "Exhibit B".
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Four
Hundred Three Thousand Two Hundred Dollars and 001100 ($403,200.00), without
prior written authorization from City. No billing rate changes shall be made during the
term of this Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Two Hundred Eighty Eight Thousand Dollars and 001100 ($288,000.00).
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
SYNOPTEK, INC. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:_ tots /(
By_ r(— Q..
Aaron C. Harp
City Attorney
ATTEST: I2, q r
Date: /
c
By:
NA"--
Le�ilani I. Brown
City Clerk
Attachments
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: _
By:
K i4D.urryy
Mayor
CONSULTANT: SYNOPTEK, INC., a
California corporation
Date: r
Tim Britt
Chief Executive Officer
Date: �/ �•C'
By:
EricCodes
Chief Technology Officer
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
SYNOPTEK, INC Page
EXHIBIT A
SCOPE OF SERVICES
1.0 SCOPE OF SERVICES
The scope of services for this amendment is to assist the City of Newport Beach in
progressing towards their strategic IT goals, outlined in the 2011 IT Strategy. At the core of
those goals are the selection and implementation of an Enterprise Resource Planning (ERP)
system and CAD/RMS implementation for the Newport Beach Police Department,
2.0 SCOPE OF SERVICES SCHEDULE
The schedule below outlines the scope of services.
Objectives
Key Activities
Individual Project Management and
Develop and manage the Request for Proposal
Control
CRFP) process for the ERP
• Review all submitted RFPs for completeness
and compliance to RFP requirements
• Compile quantitative results from responses
based on functional requirements
• Summarize and present results from RFP and
costs
• Create vendor demonstration agendas,
administer demos and evaluation forms
• Contact and conduct vendor reference checks
including site visits
• Manage and assist city employees with
questions and additional requests to vendor
• Review and comment on proposed contract
• Assist implementation planning
Manage the RFP process for the CAD/RMS vendor
selection and project manage the implementation
through acceptance (City sign off)
• Ensuring the deliverables and activities in the
SunGard contract are delivered as planned (e.g.
number of training classes delivered)
• Develop workplan that requires departmental
resources to complete (e.g. build testing,
scenario building)
• Develop departmental communication plan and
specific departmental and command staff
communications
• Ensure all technical issues are resolved and
SYNOPTEK, INC. Page A-1
S.
SYNOPTEK, INC. Page A-2
escalated for resolution, when necessary
• Manage issues that will impact the project
CAD/RMS cont
• Manage risks that will impact the project
• Manage interrelated projects that will impact
the project, such as CAD/RMS server, desktop
and mobile infrastructure
• Manage Lifeguard CAD project
• Manage city and contractor resource activities
that will be directly working on CAD/RMS and
interrelated projects
• Reviewing SunGard Audit schedule and
processes to ensure CMPD required work is
complete
• Manage the budget in the form of Change
Requests (e,g. additional SunGard modules,
new custom forms)
• Develop and manage a Change impact Matrix
(Gap Analysis) to track major procedural
business process changes to support the
CAD/RMS system
• Create training schedule based on
departmental resources and SunGard trainer
availability
• Develop Go Live Plan including Post Go Live
Training
Subject Matter Expertise and
• As requested, provide Synoptek resourced to
Advisory Services
assist and advise on IT projects
S.
SYNOPTEK, INC. Page A-2
EXHIBIT B
SCHEDULE OF BILLING RATES
COST PROPOSAL
1. Time and Materials -this Statement of Work (SOW) will be billed an hourly rate of
$120.
2. Synoptek bills for time and materials services monthly for the service provided the
prior month. Invoice on net -30 terms.
Role Hourly Rate
Principal Consultant $120
Program Manager $120
Total Not to Exceed:
Average
Not to Exceed
Hours Month
Daily/Monthly Rate
$960/day, &
160
$19,200/Month
SYNOPTEK, INC. Page B-1
TO:
CITY OF
NEWPORT BEACH
City Council Staff Report
Agenda Item No. 8
November 12, 2013
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: City Manager's Office
Rob Houston, Assistant to the City Manager/IT Manager
(949) 644-3033, rhouston@newportbeachca.gov
PREPARED BY: Rob Houston
APPROVED:,
TITLE: Information Technology Consulting Services — Amendment No. One
ABSTRACT:
In order to capitalize on the knowledge and experience of the private sector we have
engaged the Synoptek, Inc. Company, to provide IT Strategic Advice and Project
Management Services. The contract for these services has lapsed and needs to be
renewed and updated to properly describe additional services not part of the original
scope of their work. An amendment is presented for approval to complete these new
tasks.
RECOMMENDATION:
To approve the amendment of the contract.
FUNDING REQUIREMENTS:
Funding for these services will be covered from the budgets for both the CAD/RMS
project and for the ERP project.
DISCUSSION:
The City's Information Technology Department strives to provide a high level of service
using modern technology to empower City residents, business owners, and staff. In
order to achieve this goal the City conducted an organizational assessment and then
developed an IT Strategic Plan and roadmap to modernize our Technology platform.
The assessment highlighted two top priorities of upgrading our aging Police CAD/RMS
and Finance/HR (ERP). The IT department understands the benefits of working with
private sector technology knowledge experts to provide strategic advice and project
Information Technology Consulting Services — Amendment No. One
November 12, 2013
Page 2
management assistance in order to achieve our IT goals. The City originally engaged
the Synoptek, Inc., to provide IT Strategic Advice and Project Management Services
over a year ago to assist in these efforts. Prior projects completed by Synoptek include:
IT Governance Initiation and Project Management Advice and Assistance for the Data
Center Migration to the new City Hall building and for enhancing and strengthening our
City Network infrastructure.
Synoptek has now spent the last four months providing both assistance in the RFP and
selection process for the CAD/RMS and ERP software systems, and also CAD/RMS
implementation Project Management services. The contract for Synoptek unfortunately
lapsed on June 30th and now needs to be renewed and updated to properly describe the
current scope of their new work. An amendment is presented for approval to complete
these tasks.
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will
not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it
has no potential for resulting in physical change to the environment, directly or
indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Submitted by:
—0�d-
-
Rob Houston
Assistant to the City Manager
Attachments: A. Consulting Contract Amendment
OA
AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH SYNOPTEK, INC. FOR
INFORMATION TECHNOLOGY ADVISORY AND PROJECT MANAGEMENT
SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 13th day of November,
2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and SYNOPTEK, INC., a California
corporation ("Consultant'), whose address is 19520 Jamboree Rd., Suite 110, Irvine,
CA 92612, and is made with reference to the following:
RECITALS
A. On October 1, 2012, City and Consultant entered into a Professional Services
Agreement ("Agreement') for information technology governance and program
and project management advice and assistance ("Project').
B. City desires to enter into this Amendment No. One to reflect additional services
not included in the Agreement, to extend the term of the Agreement to
September 30, 2014 and to increase the total compensation.
C. City and Consultant mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the October 1, 2012, and
shall terminate on September 30, 2014, unless terminated earlier as set forth herein."
2. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services, attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Exhibit A of the Agreement and Exhibit A of Amendment No. One shall
collectively be known as "Exhibit A". The City may elect to delete certain Services
within the Scope of Services at its sole discretion.
3. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference.
Exhibit B of the Agreement and Exhibit B of Amendment No. One shall collectively be
known as "Exhibit B".
3
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Four
Hundred Three Thousand Two Hundred Dollars and 00/100 ($403,200.00), without
prior written authorization from City. No billing rate changes shall be made during the
term of this Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Two Hundred Eighty Eight Thousand Dollars and 00/100 ($288,000.00).
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
a
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: to 1 50/0
By: r�
Aaron
C. Harp'p
City Attorney
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Bv:
Keith D. Curry
Mayor
CONSULTANT: SYNOPTEK, INC., a
California corporation
Date:
By: By:
Leilani I. Brown Tim Britt
City Clerk Chief Executive Officer
Attachments:
Date:
By:
Eric Codomiz
Chief Technology Officer
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
SYNOPTEK. INC Page 3 5
EXHIBIT A
SCOPE OF SERVICES
1.0 SCOPE OF SERVICES
The scope of services for this amendment is to assist the City of Newport Beach in
progressing towards their strategic IT goals, outlined in the 2011 IT Strategy. At the core of
those goals are the selection and implementation of an Enterprise Resource Planning (ERP)
system and CAD/RMS implementation for the Newport Beach Police Department.
2.0 SCOPE OF SERVICES SCHEDULE
The schedule below outlines the scope of services.
Objectives
Key Activities
Individual Project Management and
Develop and manage the Request for Proposal
Control
(RFP) process for the ERP
• Review all submitted RFPs for completeness
and compliance to RFP requirements
• Compile quantitative results from responses
based on functional requirements
• Summarize and present results from RFP and
costs
• Create vendor demonstration agendas,
administer demos and evaluation forms
• Contact and conduct vendor reference checks
including site visits
• Manage and assist city employees with
questions and additional requests to vendor
• Review and comment on proposed contract
• Assist implementation planning
Manage the RFP process for the CAD/RMS vendor
selection and project manage the implementation
through acceptance (City sign off)
• Ensuring the deliverables and activities in the
SunGard contract are delivered as planned (e.g.
number of training classes delivered)
• Develop workplan that requires departmental
resources to complete (e.g. build testing,
scenario building)
• Develop departmental communication plan and
specific departmental and command staff
communications
• Ensure all technical issues are resolved and
5.
escalated for resolution, when necessary
• Manage issues that will impact the project
CAD/RMS con't
• Manage risks that will impact the project
• Manage interrelated projects that will impact
the project, such as CAD/RMS server, desktop
and mobile infrastructure
• Manage Lifeguard CAD project
• Manage city and contractor resource activities
that will be directly working on CAD/RMS and
interrelated projects
• Reviewing SunGard Audit schedule and
processes to ensure CMPD required work is
complete
• Manage the budget in the form of Change
Requests (e.g. additional SunGard modules,
new custom forms)
• Develop and manage a Change Impact Matrix
(Gap Analysis) to track major procedural
business process changes to support the
CAD/RMS system
• Create training schedule based on
departmental resources and SunGard trainer
availability
• Develop Go Live Plan including Post Go Live
Training
Subject Matter Expertise and
• As requested, provide Synoptek resourced to
Advisory Services
assist and advise on IT projects
5.
EXHIBIT B
SCHEDULE OF BILLING RATES
COST PROPOSAL
1. Time and Materials - this Statement of Work (SOW) will be billed an hourly rate of
$120.
2. Synoptek bills for time and materials services monthly for the service provided the
prior month. We invoice on net -30 terms.
Role
Hourly Rate
Average
Not to Exceed
Hours Month
Daily/Monthly Daily/MonthlyRate
Principal
$120
$960/day, &
Consultant
160
$19,200/Month
Program Manager
$120
SEW Pp�T
CITY OF
NEWPORT REACH
°9CfF0 City Council Staff Report
Agenda Item No. 6
October 22, 2013
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: City Manager's Office
Rob Houston, Assistant to the City Manager/IT Manager
(949)644-3033, rhouston@newportbeachca.gov
APPROVED: _ \e � -
v v
TITLE:. Information Technology Consulting Services with Synoptek, Inc. —
Amendment No. One
ABSTRACT:
In order to capitalize on the knowledge and experience of the private sector we have
engaged Synoptek, Inc. to provide IT Strategic Advice and Project Management
Services. The contract for these services has lapsed and needs to be renewed and
updated to properly describe the current scope of their work. A retroactive amendment
is presented for approval to continue this important work.
RECOMMENDATION:
Authorize Mayor Curry to approve and sign the retroactive amendment of the contract
with Synoptek, Inc.
FUNDING REQUIREMENTS:
Funding for these services will be covered from the budgets for both the CAD/RMS
project and for the ERP project.
DISCUSSION:
The City's Information Technology Department strives to provide a high level of service
using modern technology to empower City residents, business owners, and staff. In
order to achieve this goal the City conducted an organizational assessment and then
developed an IT Strategic Plan and roadmap to modernize our Technology platform.
The assessment highlighted two top priorities of upgrading our aging Police CAD/RMS
and Finance/HR (ERP). The IT department understands the benefits of working with
private sector technology knowledge experts to provide strategic advice and project
Information Technology Consulting Services with Synoptek, Inc. — Amendment No. One
Page 2
management assistance in order to achieve our IT goals. The City engaged Synoptek,
Inc. to provide IT Strategic Advice and Project Management Services over a year ago to
assist in these efforts. This work includes overseeing the RFP and selection process for
the CAD/RMS and ERP software systems, and also CAD/RMS implementation Project
Management services. The contract for these services has now lapsed and needs to be
renewed and updated to properly describe the current scope of their work. A retroactive
amendment is presented for approval to continue this important work.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will
not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it
has no potential for resulting in physical change to the environment, directly or
indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Submitted by:
Rob Houston
Assistant to the City Manager
Attachments: A. Consulting Contract Amendment
AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH SYNOPTEK, INC. FOR
INFORMATION TECHNOLOGY ADVISORY AND PROJECT MANAGEMENT
SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One') is made and entered into as of this 9th day of October; 2013
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and SYNOPTEK, INC., a California
corporation ("Consultant"), whose address is 19520 Jamboree Rd., Suite 110, Irvine,
CA 92612, and is made with reference to the following:
RECITALS
A. On October 1, 2012, City and Consultant entered into a Professional Services
Agreement ("Agreement') for information technology governance and program
and project management advice and assistance ("Project').
B. City desires to enter into this Amendment No. One to reflect additional services
not included in the Agreement, to extend the term of the Agreement to
September 30, 2014, to increase the total compensation and to update insurance
requirements.
C. City and Consultant mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the October 1, 2012, and
shall terminate on September 30, 2014, unless terminated earlier as set forth herein."
2. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services dated July 1, 2013, attached hereto and incorporated herein by reference
("Services" or "Work"). Exhibit A of the Agreement and Exhibit A of Amendment No.
One shall collectively be known as "Exhibit A". The City may elect to delete certain
Services within the Scope of Services at its sole discretion.
3. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference.
Exhibit B of the Agreement and Exhibit B of Amendment No. One shall collectively be
known as "Exhibit B".
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Four
Hundred Three Thousand Two Hundred Dollars and 00/100 ($403,200.00), without
prior written authorization from City. No billing rate changes shall be made during the
term of this Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Two Hundred Eighty Eight Thousand Dollars and 00/100 ($288,000.00).
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
SYNOPTEK, INC. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 10 }
By: ./�?�1 E1 r ]
Aaron C. Harp
City Attorney
ATTEST:
M
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Keith D. Curry
Mayor
CONSULTANT: SYNOPTEK, INC., a
California corporation
Date:
By:
Tim Britt
Chief Executive Officer
Date:
By:
Eric Codorniz
Chief Technology Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
SYNOPTEK, INC. Page 3
SCUl�E 0�= SEF',�a!ICES
SYNOPTEK,gINC. ® Page A-1
C
Synoptek
1.0 SCOPE OF SERVICES
The scope of services for this amendment is to assist the City of Newport Beach in progressing towards their
strategic IT goals, outlined in the 2011 IT Strategy. At the core of those goals are the selection and implementation
of an Enterprise Resource Planning (ERP) system and CAD/RMS implementation for the Newport Beach Police
Department.
2.0 SCHEDULE
The schedule below outlines the scope of services.
Objectives
Key Activities
Individual Project Management and Control
C Develop and manage the Requestfor Proposal (RFP)
processfor the ERP
Manage the RFP process for the CAD/RMS vendor selection
and project manage the implementation through
acceptance (City sign offl
Subject Matter Expertise and Advisory Services
= As requested, provide Synoptek resourced to assist and
advise on IT projects
S�;U�� F'14411
SYNOPTEK, INC. Page B-1
Synoptek
3.0 COST PROPOSAL
1. Time and Materials - this Statement of Work (SOVV) will he billed an hourly rate of $120.
2. Synoptek bills for time and materials services monthlyfor the service provided the prior month, We invoice on net -30
terms.
Role
Hourly Rate
Average Hours/illonth
Not to Exceed
Dailv/ivlonthlyRate
Principal Consultant
$120
160
$960/day, &
$19,200/Month
Program Manager
$120
Company: Synoptek, Inc. Customer: City of Newport Beach
Name:
By: _
Title:
Date:
S-/19!2013
Name:
By: _
Title:
Date:
PROFESSIONAL SERVICES AGREEMENT
WITH SYNOPTEK, INC., FOR
{v INFORMATION TECHNOLOGY GOVERNANCE AND PROGRAM MANAGEMENT
SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement') is made
and entered into as of this 1 st day of October, 2012, ("Effective Date") by and between
the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and
Synoptek, Inc., a California -corporation ("Consultant'), whose address is 19520
Jamboree Road, Suite Z30, %rvine, CA 92612 and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide information technology governance
and program and project management advice and assistance ('Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. The principal member of Consultant for purposes of Project shall be Tim Britt.
E. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2013, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Consultant acknowledge that the above Recitals are true and correct
and are hereby incorporated by reference into this Agreement. Consultant shall
diligently perform all the services described in the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ("Services' or "Work"). The City may
elect to delete certain Services within the Scope of Services at its sole discretion.
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible
for delays due to causes beyond Consultant's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice within two (2) days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.2 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Consultant's control.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
incorporated herein by reference. Consultant's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subconsultant
fees, shall not exceed One Hundred Fifteen Thousand Two Hundred Dollars and 00
/100 ($115,200.00) without prior written authorization from City. No billing rate changes
shall be made during the term of this Agreement without the prior written approval of
City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement, or specifically approved in writing in
advance by City.
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4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Tim Britt to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to the City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. Rob Houston,
Assistant to the City Manager/IT Manager or his/her designee, shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator or his/her designee shall represent City in all matters pertaining to
the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
Synoptek, Inc. Page 3
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement; all applicable federal, state
and local laws; and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents and
employees (collectively, the "Indemnified Parties") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and/or willful acts, errors and/or omissions of
Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
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limits do not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
iL1IIIIIIIIIIIIIIII'M Q=IdMi4.0 =Iki11 x]211 ft—Mel Ice] 7
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
.Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his/her
duly authorized designee informed on a regular basis regarding the status and progress
of the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
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15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint -venture or syndicate or cotenancy, which shall result in changing the
control of Consultant. Control means fifty percent (50%) or more of the voting power, or
twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -
venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. The City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and the City. Except as specifically authorized
herein, the Services to be provided under this Agreement shall not be otherwise
assigned, transferred, contracted or subcontracted out without the prior written approval
of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other parry. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
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18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement or alleged infringement of any United States' letters patent, trademark, or
copyright, including costs, contained in Consultant's Documents provided under this
Agreement.
21. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
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 to Consultant under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or his/her designee with respect to such
disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the
date of withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
Synoptek, Inc. Page 7
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
25. CONFLICTS OF INTEREST
25.1 The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
25.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Consultant to City shall be addressed to City at:
Attn: Rob Houston, Assistant to the City Manager/IT Manager
City Manager's Office
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3033
Fax: 949-644-3020
26.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Tim Britt
Synoptek, Inc.
19520 Jamboree Road, Suite 230- GO
Synoptek, Inc. Page 8
Irvine, CA 92612
Phone: 949-241-8600
Fax: 949-241-8690
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. The Consultant and the City expressly agree that in addition to any claims
filing requirements set forth in the Agreement, the Consultant shall be required to file
any claim the Consultant may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
29. STANDARD PROVISIONS
29.1 Compliance with all Laws. Consultant shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
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29.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
29.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
29.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
29.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
29.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
29.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
29.8 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
29.9 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, age or any other impermissible basis under law.
29.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
29.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: �,L2 $2
By:` " r
Aaron C. Harp
City Attorney
ATTEST.-
Date:
TTEST:Date:�—
By:
Leilani I. Brown
City Clerk
L7tiFoa.
n�
n
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Da
City Manager
CONSULTANT: Synoptek, Inc.,
a California corporation
Date: 706 01
By:
Tim Britt
Chief Executive Officer
Date: e Z v 2
By:
Eric Codorniz
Chief Technologyfficer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
A 12-00646
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EXHIBIT A
SCOPE OF SERVICES
Synoptek, Inc. Page A-1
Synoptek-
The use of custom software for specific applications in the city —What should be done with these solutions going
forward and how should these solutions be supported?
o The possibility of sharing services with other cities— Newport has explored sharing CAD information systems with
other cities and needs to determine the feasibility of this approach.
o The use of infrastructure as a service, software as a service — When should The City of Newport buy and build their
systems vs. leveraging existing system available as a service in the market? What criteria should drive these
decisions?
o Sourcing decisions —Are there services that can be delivered at a higher quality and more cost effectively by
outside organizations? If so, what are those services and what are the options? What are compromises between
options in terms of quality, cost, control, risk, etc.?
o IT organization development and team building — How should IT be organized? What are the roles that are critical
for success? What areas need to be developed further and what areas need to be de-emphasized?
Overcoming these challenges, agreeing on the priorities, focusing on execution and executing in a way that delivers the most
value will require strong leadership, governance, clear decisions/direction and project management to accomplish. In order
to drive these projects forward, The City is considering the possibility of supplementing their team with external governance
consulting and project management to get through this surge in initiatives for the next two years. The City has invited
Synoptek to provide a proposal to provide outsourced program and project manager. Synoptek has developed this proposal
to address those needs.
Services
After discussing The City's challenges related to IT with The City Manager and the IT Manager, we have developed the
following scope of services that we think will best assist the city in moving forward. In order forThe City to make progress,
we believe that three primary capabilities will be required:
o Program and IT Governance Initiation
o Individual Project Management Advice and Assistance
o Data Center Migration
o Network Setup Advice
o Loserfiche Workflow
o IT Organizational Development
o Project Management— IT Component of City Hall Move
e Project Management Significant Initiatives (Contingent on Approval)
o Permitting
o CAD -RMS
o ERP
o lust -In -Time Technology Subject Matter Expertise
The following table provides a more detailed description of each of these services. The purpose of this description is to
ensure both The City and Synoptek have common expectations. In addition, we have included an organizational diagram to
illustrate how Synoptek will fit into the overall organization in this capacity. In particular, we want to provide clarity on
accountability and responsibilityfor these activities.
31Pagc
C
Synoptek
Approach and Methodology
Establish IT Governance and Project Steering Committee Framework
The City needs a Citywide IT Governance group (IT Steering Committee) to review and
provide policy direction for IT processes and new IT acquisitions. The objective of the IT
Steering Committee will be to assess the overall needs of the city, consider department and
enterprise wide requirements and set priorities in terms of new initiatives, acquisitions and
investments. The city looking for advice on recommended Governance models as well as
ideas on how to best implement that model into organization.
Synoptek has implemented over 20 project program and/orlTgovernancemodelsformany
of the recognized private and public organizations in Southern California. Example
customers include: Pacific Life, Allergan, Walt Disney & Company, City of Lake Forest City
of LA and Orange County. Synoptek has a complete program management framework that
can either serve as a benchmark model or as the starting point to be adapted for The City of
Newport Beach.
Ongoing - /T Governance Siipport andFacilitaton.
Objectives:
— Lead and support the establishment normal and effective governance processes
— Provide facilitation, advice and consultation to the IT steering committee to optimize decision making processes
— Establish overall IT priorities and enable the evolution of the overall ITprogram
— Provide updates to steering committee on overall IT project portfolio execution and governance
— Work with assistant city manager to frame issues,. rationalize priorities and recommend overall program priorities
Key Activities:
Duration:
Ongoing
Work with IT Manager to Establish IT Governance Policies & Procedures in support
of ITAdvisory Group
Resources:
— Identify IT Steering Committee makeup and structure
Principal Consultant
— Provide templates and tools to consolidate and present information
effectively
Provide overall IT project portfolio status and updates
— Enterprise project portfolio status reporting and updates
— Frame and present key issues/options with clear request for steering
committee decisions, approvals to maximize steering committee input on IT
program
Support ITsteering committee decision making and prioritization by:
— Providing range of feasible alternative approaches in terms of priorities and
approaches to the overall needs of The City of Newport beach
— Framing issues and problems in a clear and concise way to enable decision
making by providing a clear statement of issues/risks, information on
alternative approaches and clear trade-offs between options
Establish difference between IT Governance and Project Steering Committees:
— Prioritization and investment allocation vs. execution
— Overall roadmap and strategy vs. individual project results
— Separate frameworks
41 Page
C
Synoptek-
Assumptions:
ynoptek
Assumptions:
1. The City will establish or has established of steering committee authorized to set overall IT priorities, direction
and budget.
2. The Steering committee consists of business stakeholders and managers authorized to make decisions on behalf
of the overall organization.
3. The steering committee governs general capability investment in terms of process and technology.
4. In the role of providing IT leadership, Synoptek will participate in ITsteering committee meetings.
Refine 5 Year IT Plan, Project Management Support and Develop IT Organization Vision
In support of the City of Newport Beach IT Manager, Synoptek
will facilitate updating the 5 year plan, provide project
management support and assist in developing the vision for the
Newport IT organization. This model has proven effective in
! ,
other cities and provides an option to bring in an overall
_
program management and change management type leader
•+� -^
quickly that may not be appropriate for long term needs but is
••�•-•
an effective supplement the next 2 year period when a
• - ,.•„_ •••»-m-
significant number of major projects will be implemented and
strong program leadership is required.
Five'Year Plan; P..roject'Management Support andilT Organization Development
Objectives:
— Assist and facilitate agreement on the overall S year IT plan, refine the implementation and create a working plan
— Provide leadership in formulating and facilitating consensus on The Overall IT Program — the portfolio of initiatives,
the priorities and sequencing, the level of investment required and the timing
— Provide frameworks for evaluating overall strategies in the development of the IT plan
— Provide leadership in informing the organization on overall IT direction options, strategic options and technology
standards to enable effective decision making
— Recommend overall IT strategy and direction while informing business on options and alternatives to achieve city
objectives
— Work with IT organization to establish vision for IT organization, its capabilities, the roles and resources within that
organization to deliver the results for the overall organization
— Work with overall organization to establish and evolve IT priorities and enable the evolution of the overall IT
Key Activities: Duration:
Refine High Level S Year IT Strategic Plan Ongoing
— Frame alternative approaches to developing overall plan
— Facilitate the discussion of those alternative approaches to build consensus Resources:
on approach Principal Consultant
— Facilitate consensus on approach
Program Management
— Provide project advice and quality assurance to "in-flight" projects (e.g. data
center, document management, etc.)
— Assist project managers in managing projects
— Provide tools and frameworks for managing projects
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Synoptek
Develop best practice IT processes and controls
— Change management
— Project management
— IToperations
Assist IT Manager in Establishing a Vision for IT organization
— Review current state (Leverage ThirdWave and NextLevel work)
— Role of IT organization in future
— Organizational model
— Roles and responsibilities
— Career development plans
— Resource levels
Assumptions:
1. The City will establish or has established a steering committee authorized to set overall IT priorities, direction
and budget.
2. The Steering committee consists of business stakeholders and managers authorized to make decisions on behalf
of the overall organization.
3. The steering committee governs general capability investment in terms of process and technology.
4. In the role of providing IT leadership, Synoptek will participate in ITsteering committee meetings.
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Synoptek
Individual Project Management
Once priorities are determined and finalized, the project manager role will be
responsible for planning and managing the execution of projects on schedule
and within budget. Synoptek will provide individual project leadership and
management services for those larger projects that ore material budget items,
require significant IT resources and/or require coordination across multiple
departments. Examples of these types of projects include: ERP
implementation, CAD implementation, Data Center implementation, etc. Key
potential projects depending on final priorities include:
• Permitting system implementation
• ERP upgrade and/or replacement
• CAD system implementation
• Data center infrastructure upgrade and implementation
• Workflow and Document Management System
• Electronic Content Management System
• Etc.
Ongoing -Individual ProjeceWanagement'and'Coiwol
Objectives:
— Provide thorough and realistic project plans
— Track and measure project progress
— Communicate project status
— Identify, escalate and mitigate project risks and issues
— Deliver projects within budget
— Deliver projects on-time
— Enable realization of project objectives
711
Duration:
Finalize Project Charter based on submitted SOW
Ongoing
— Project Scope
— Project approach
Resources:
— Expected Project Deliverables
Project Manager
— Project Schedule
— Realistic Resource Requirements
— Project Communications (format, frequency, audience)
Develop the detailed Project Plan
— Task List
— Owners
— City of Newport Beach Required Personnel/Skill Set
— Steering Committee
— Steering Committee Meetings
— Approvals
Schedule and facilitate a Project Kick-off Meeting
— Identify audience
Ongoing -Individual ProjeceWanagement'and'Coiwol
Objectives:
— Provide thorough and realistic project plans
— Track and measure project progress
— Communicate project status
— Identify, escalate and mitigate project risks and issues
— Deliver projects within budget
— Deliver projects on-time
— Enable realization of project objectives
KeyActivities:
Duration:
Finalize Project Charter based on submitted SOW
Ongoing
— Project Scope
— Project approach
Resources:
— Expected Project Deliverables
Project Manager
— Project Schedule
— Realistic Resource Requirements
— Project Communications (format, frequency, audience)
Develop the detailed Project Plan
— Task List
— Owners
— City of Newport Beach Required Personnel/Skill Set
— Steering Committee
— Steering Committee Meetings
— Approvals
Schedule and facilitate a Project Kick-off Meeting
— Identify audience
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- Prepare material
City of Newport Beach Final Approval of Project Plan, Schedule and Team
Project Ongoing Tasks
— Status Reporting/Meetings (ongoing)
— Risk/Issue Management (ongoing)
Subject Matter Expertise and Advisory Services
As the city attempts to execute an IT Strategy and plan to support the objectives of the city, they frequently need outside
subject matter expertise that might enable to make decisions more quickly or inform the decision making process regarding
specific alternatives. Synoptek currently provides guidance, CIO services and project management services for over 10 cities.
Synoptek currently supports over 200 organizations throughout California on their IT initiatives. Based on this experience,
we are able quickly bring subject matter experts on a variety of technology topics that are directly relevant to the City of
NewportBeach. These subject matter experts include:
a ITManagement
o IT governance frameworks
o IT project management frameworks
o IToperationsfromeworks(ITILbosed)
Business Systems —representative areas of experience:
o GIS —Experience supporting and implementing GIS at multiple cities.
o ERP— Experience evaluating, selecting and implementing ERP solutions at multiple cities.
o Permitting—Experience evaluating and selecting permitting solutions for multiple cities.
o Content Management—Experience selecting and implementing content management systems for multiple
cities.
o Budgeting and Financial Dashboards — Experience evaluating and implementing financial planning and
dash -boarding solutions for multiple cities
Infrastructure
o Experience implementing enterprise caliber data center infrastructures
o Experience withoverall network performance and security (Homeland Security, other large organizations)
o Experience with Dell server and SAN solutions (at over 10 cities)
Ongoing - Subject Matter Expertise and+Advisory, Services.
Objectives:
— Inform decision making process
— Enable expedited decision making
— Improve decisions and approaches
Key Activities:
Duration:
Identify issues, opportunities, strategies and alternatives
Ongoing
— Frame objectives, approach alternatives, strategic alternatives and problem
— Define range of alternatives to illustrate feasible options
Resources:
— Provide rational for eliminating non feasible options
Principal Consultant
— Provide thoughtful framework for considering alternatives
Subject Matter Experts
— Leverage over 100 internal consultants, relationships with technology
partners, subject matter experts and other customers to bring experience
and knowledge to inform decision making process and enable the best
8 1 P a g e
Synoptek-
decisions
ynoptek
decisions for Newport Beach.
Assumptions:
1. Ultimate decision making and approval responsibility will remain in the hands of The City of Newport Beach
business stakeholders and management team
IWoi* Plan Summmy
The following work -plan summary provides an initial indication of the schedule for delivering this work. The first 2 weeks
will focus on level setting regarding current status and priorities by reviewing the current status, documentation, etc. This
will also include participating in initial IT meetings. The first month will also focus on confirming the IT program and
priorities with department heads and ultimately the ITsteering committee.
Statement of Qualifications
' Firm Profile
Synoptek is a local Orange Countyfirm that provides information systems consulting and IT Management services for some
of the best companies and cities in Southern California. Synoptek and its predecessors have been providing information
systems consulting and IT Management services for 23 years. In 2005, three complementary -consulting and IT management
firms merged to form a new combined company designed to provide full life -cycle services to medium to large sized
91 Page
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Statement of Qualifications
' Firm Profile
Synoptek is a local Orange Countyfirm that provides information systems consulting and IT Management services for some
of the best companies and cities in Southern California. Synoptek and its predecessors have been providing information
systems consulting and IT Management services for 23 years. In 2005, three complementary -consulting and IT management
firms merged to form a new combined company designed to provide full life -cycle services to medium to large sized
91 Page
EXHIBIT B
SCHEDULE OF BILLING RATES
Synoptek, Inc. Page B-1
Synoptek
Oranae Countv Water District - Synoptek provided complete end-to-end Program Management
and development services to integrate JD Edwards, the ERP system, and Maximo, the enterprise
asset management system used by OCWD. Integrating these two systems enabled OCWD to actively
manage their GWRS assets, equipment, and facilities in an efficient and cost-effective manner,
ultimately increasing the uptime of this very expensive facility, reducing the cost of maintenance,
and reducing the cost of asset ownership.
COSTPROPOSAL
Synoptek's proposal includes a Principal Consultant and a program manager to provide program management and project
management to get things done. The fees will be a fixed monthly retainer of $18,400 per month for the first 3 months and
will include at least 20 days of service per month. Synoptek will also leverage additional subject matter experts on an as
needed basis at no additional cost unless it is planned and approved as part of an overall capital project. .(for Example,
Synoptek might have our Compellent(Dell SAN) certified engineer review the SAN design at no charge. Or, we might bring in
a BSA for 1-2 hours that had recently conducted a permitting software selection to provide information to the team as they
kicked off permitting project at no charge.) This rate is based on a 6 month commitment.
Role.
HourlyRate ;(for
Average. Hours/ Not, To:Euceed!
cornpcidsonrpurposes);
Month, Ddily/Monthly Rote.
Principal Consultant
L. $120
160 $960/day, &
;Eitmnal Resource Tota( S 115' '72a 160 160 160 90 60 6D
$19,200/Month
Program Manager
$110
The following table outlines how these resources will be allocated over the 6 month period (unless otherwise directed by the
city IT manager).
Rate Fa Total(hm) - Mo1M.1__e"2. MM113 Months MeeN5 M.rka
•.. ... •• ii�iiiii
;Eitmnal Resource Tota( S 115' '72a 160 160 160 90 60 6D
In addition, as the IT strategy implementation plan is refined and specific projects are initiated, Synoptek may be used to
provide program and project management services to execute those projects.
Method
Synoptek bills for time and materials services monthly for the service provided the prior month. We invoice on net -30 terms.
__.....121 Paee
EXHIBIT C
1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1.1 Provision of Insurance. Without limiting Consultant's indemnification of
City, and prior to commencement of Work, Consultant shall obtain, provide and maintain
at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Consultant agrees to
provide insurance in accordance with requirements set forth here. If Consultant uses
existing coverage to comply and that coverage does not meet these requirements,
Consultant agrees to amend, supplement or endorse the existing coverage.
1.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
1.3 Coverage Requirements.
1.3.1 Workers' Compensation Insurance. Consultant shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily injury by
accident and each employee for bodily injury by disease in accordance with the laws of
the State of California, Section 3700 of the Labor Code.
1.3.1.1 Consultant shall submit to City, along with the certificate
of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
1.3.2 General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in an amount
not less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate. The policy shall cover liability arising from premises,
operations, products -completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope of coverage
for liability assumed under a contract.
1.3.3 Automobile Liability Insurance. 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 one
million dollars ($1,000,000) combined single limit each accident.
Synoptek, Inc. Page C-1
1.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant
shall maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the effective date of this agreement and Consultant
agrees to maintain continuous coverage through a period no less than three years after
completion of the services required by this agreement.
1.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
1.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Consultant or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Consultant
hereby waives its own right of recovery against City, and shall require similar written
express waivers from each of its subconsultants.
1.4.2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability, shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be included as insureds under such policies.
1.4.3 Primary and Non Contributory. All liability coverage shall apply on
a primary basis and shall not require contribution from any insurance or self-insurance
maintained by City.
1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
1.5 Additional Agreements Between the Parties. The parties hereby agree to
the following:
1.5.1 Evidence of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement must be
approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
1.5.2 City's Right to Revise Requirements. The City reserves the right at
any time during the term of the Agreement to change the amounts and types of
insurance required by giving the Consultant sixty (60) days advance written notice of
Synoptek, Inc. Page C-2
such change. If such change results in substantial additional cost to the Consultant, the
City and Consultant may renegotiate Consultant's compensation.
1.5.3 Enforcement of Aareement Provisions. Consultant acknowledges
and agrees that any actual or alleged failure on the part of the City to inform Consultant
of non-compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
1.5.4 Reouirements not Limiting. #2equirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any
insurance. 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 all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
1.5.5 Self-insured Retentions. Any self-insured retentions must be
declared to and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be
considered to comply with these requirements unless approved by City.
1.5.6 Citv Remedies for Non Compliance If Consultant or any
subconsultant fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to terminate this
agreement, or to suspend Consultant's right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's sole option, be
deducted from amounts payable to Consultant or reimbursed by Consultant upon
demand.
1.5.7 Timely Notice of Claims. Consultant shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
1.5.8 Consultant's Insurance. Consultant shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and prosecution of the Work.
Synoptek,Inc. Page C-3