HomeMy WebLinkAboutC-10014-1 - PSA for Ivanti Neurons for ITSM & ITAM ImplementationPROFESSIONAL SERVICES AGREEMENT
WITH LATEST SOLUTIONS USA LLC FOR
IVANTI NEURONS FOR ITSM & ITAM IMPLEMENTATION
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 28th day of October, 2025 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and LATEST SOLUTIONS USA LLC, a California limited liability company ("Consultant"),
whose address is 215 KEITH ST, HANFORD, CA 93230, 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 Implementation of Ivanti Neurons for
ITSM and ITAM - Phase 1 (Incident, Knowledge, Problem, Change, Service
Requests, DEX & Spend, Asset imports & Iifecycle) ("Project").
C. This Project is implementation -only; all necessary software licensing has been
contracted separately by the City.
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
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 October 27, 2026 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
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"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
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.
3.2 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) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein 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.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on not -to -exceed flat fee 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 Services identified on the Scope of Services shall not exceed Fifty Four Thousand
Nine Hundred Dollars and 00/100 ($54,900.00), without prior written authorization from
City. Additionally, Consultant's compensation for miscellaneous fees incurred during the
course of performance, if any, shall not exceed Five Thousand Four Hundred Ninety
Dollars and 00/100 ($5,490.00), without prior written authorization from City.
Consultant's total possible compensation under this Agreement, for all Work performed
in accordance with this Agreement, and all potential fees, if any, shall not exceed Sixty
Thousand Three Hundred Ninety Dollars and 00/100 ($60,390.00), 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 invoices to City describing the Work performed that
is subject of the invoice and the corresponding fee set forth in Exhibit B. 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
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pay Consultant no later than thirty (30) calendar 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.
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 Jared Carver 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 City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's IT
Applications Analyst or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator 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.
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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
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. 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 legally
recognized professional standards.
8.2 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.
8.3 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,
volunteers 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,
attorneys' 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, reckless, 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), and/or if it is subsequently determined that an
employee of Consultant is not an independent contractor.
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
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be construed as authorizing any award of attorneys' 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 limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
10.1 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 Consultant 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.
10.2 Consultant agrees and acknowledges that no individual performing
Services or Work pursuant to this Agreement shall: work full-time for more than six (6)
months; work regular part-time service of at least an average of twenty (20) hours per
week for one year or longer; work nine hundred sixty (960) hours in any fiscal year; or
already be a CalPERS member.
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 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.
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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.
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 orjoint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, 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. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and 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, including but not limited to, websites, blogs, social media accounts and
applications (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 party. Additionally, all material posted in cyberspace 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 party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
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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.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. 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.
19. INTELLECTUAL PROPERTY INDEMNITY
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.
20. 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.
21. 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 designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
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that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. 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 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.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. 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.
25. NOTICES
25.1 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.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: IT Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
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25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Jonathan Lavigne, CEO
Latest Solutions USA LLC
2443 Fillmore St #380-4403
San Francisco, CA 94115
26. 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.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 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.
27.2 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.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
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28.2 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.
28.3 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.
28.4 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.
28.5 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.
28.6 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.
28.7 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.
28.8 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.
28.9 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.
28.10 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 race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
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28.12 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:
Em
Aaron C. Harp
City Attorney
ATTEST:
Date: 11 13 a2.0Aff
By:
Lena Shumway
City Clerk
CITY OF NEWPORT BEACH,
a Californi Xy6.2-5-
icipal corporation
Date: ) !
By:
Kac K. Leung
i Manager
CONSULTANT: LATEST SOLUTIONS
USA LLC, a California limited liability
company
Date: igned in Counterpart
By: lei' IX v 2-
JonathA Lavigne,
Chief Executive Officer
Date:
By:
Lucy M. binson
Secretary/Treasurer
[END OF SIGNATURES]
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: io ""
S
I
By:
Aaron C. Harp
CFty Attorney
ATTEST:
Date:
Lena Shumway
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONSULTANT: LATEST SOLUTIONS
USA LLC, a California limited liability
company
Date:
By:
Jonat an Lavi ne
Chief Execut've Officer
Date:
By:
Lucy M. Robinson
Secretary/Treasurer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
Latest Solutions USA LLC Page A-1
City of Newport Beach, CA
Phase 1
A. ITSM
B. ITAM
ITSM & ITAM Package SOW
Incident, Knowledge with (knowledge imports), Problem, Request Management.
With (training), Change Management
• Asset lifecycle, Assert Imports, Neurons for DEX & Spend
Latest Solutions
nUACC 4 %TORA A — — A AA 0/ %A/
2443 Fillmore St #380-
4403 San Francisco, CA
USA 94115
f
f
f
Addresses and Contact Information
Contact Name
Martin Rygiel
Contact Telephone
949.644.3092
Contact Email Address
mry iiel Wnewportbeachca.gov
Document Revision History
Document Reviewer
Address:
100 Civic Center Drive
Newport Beach, CA 92660
Remote Engagement: Yes
Delivery Language: English
I 2443 Fillmore St #380-
4403 San Francisco, CA
USA 9411S
Latest Solutions
Page 2 of 19
ou Acc 4 IrQAA A%1M 1TARA enIA1
Document Purpose
The purpose of this document is to describe the tasks for a Latest Solutions Professional Services
engagement.
This Statement of Work is accepted and effective upon execution by both parties of the
corresponding Professional Services Agreement.
Overview
ITSM and ITAM Implementation
City of Newport Beach, CA ("Customer or Client") has requested the Consultant(s) (as defined
below) to provide Latest Solutions Professional Services on a flat fee basis as defined in the
following Statement of Work ("SOW'). The Latest Solutions' resources assigned to this project will
be under the direction of both Latest Solutions Project Manager and the Customer Project Manager.
All references to "Consultant" shall mean the entity identified below in the same geographic region
as the Customer:
• Latest Solutions USA LLC, a California Limited Liability Corporation
Latest Solutions"
Page 3 of 19
MUACC 4 ITC11A AMM 11rA11A O^XAI
2443 Fillmore St #380-
4403 San Francisco, CA
USA 94115
In Scope
This section describes the activities in scope for the consultancy engagement.
Project Kickoff The project kickoff meeting will include the following:
o Define the project scope and schedule
o Introduce project participants and roles
o Set project expectations
o Define project limitation
o Make available all documentation and installation guides
Define reporting and escalation methods and process
Design & Workshop Project Scoping, Workshop and Design: Latest Solutions, working with Customer
personnel, will conduct a Workshop to further define Customer requirements.
Planning & Design Meeting
The Planning and Design Meeting includes all the tasks required to meet with the
project's key stakeholders and determine the final design of the system prior to
beginning the software implementation.
High level work breakdown structure:
• Discussion of Objective and Strategy
• Long Term Goals and Objectives
• Data Model (Users, Groups, Customers, Filters, Partitioning, CI's etc.)
• Implementation Model
• Workshop Preparation
Design Document: Consultant will generate design documentation defining the
specifics of configuration work to be performed as well as any future work to be
proposed as agreed to during the design workshop. The document will be used to
govern implementation of Customer's Solution as well as to serve as the basis of
estimation of proposed future implementation work in regard to Integrations.
Design Review: Discuss and document the conceptual design based on specific
needs and objectives, as well conduct design review meeting to discuss and
identify any gaps.
Estimates in this SOW are based on preliminary scoping sessions, the complexity
of Customer use cases, as well as previous work done in implementations of
similar size and scope. If more time is required to complete any object or
requirements, a Project Change Request can be generated to account for extra
time required, which shall be subject to written pre -approval by Client, and where
necessary, an amendment to this Agreement.
Integration use cases, methods and scope differ greatly on a per customer basis.
Estimates in this SOW assume a basic integration and use case between ISM and
the above listed third -party products. Existing connectors will be utilized as much
as possible to complete integration work and satisfy Customer use cases.
Latest Solutions®
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MU ACC 4 ITC11A A%1M 1TAAA Cf1
2443 Fillmore St #380-
4403 San Francisco, CA
USA 94115
Incident Management)
An Incident is an unplanned interruption or reduction in quality of an IT service, or a
break in the standard operation of a Service. The system records the details of an
Incident and its complete history from registration to resolution in an Incident
record.
The goal of Incident Management is to restore normal service as quickly as
possible when IT service has been disrupted, and to make sure that business
operations are functioning normally. The definition of normal service is agreed in
Service Level Agreements (SLAB) with the customers of your organization.
Incident Management reduces or eliminates the effects of potential disruptions in IT
services, so that users can get back to work as soon as possible. To achieve this
end, Incidents are recorded, classified, assigned to specialists, and progress
monitored until they are resolved and closed. SLAs and escalations (in the
absence of SLAs) ensure that Incidents are responded to and resolved on time
with satisfactory resolution rates.
Design Workshop
Attendees: Service Desk Manager, Service Desk Analysts, Incident Process
Owners
Discussion Items:
• Incident Management processes
• Priority Model
• Incident Status Values and Transitions
• Triaging and Functional Escalations
• SLA's (response and resolution)
• Tasks/Assignments
• Activity History
• Notifications
• Searches
• Templates
• Dashboard
• Roles and Security
o Service Desk Analyst Role, Service Desk Manager
• Relationships with other modules
o Problem, Self Service, Knowledge
• Reference Data
Configure and Review Incident Management:
• Configure Incident Management using framework, specifications, and
configuration changes agreed to during the design workshop and per the
design document. Implementation of Incident typically includes the
following features:
o Create an Incident
o Status Lifecycle
o Customer relationship configuration to an Incident
o Priority configuration
o Two -level categorization — Services and respective Categories
o Create and assign Tasks to resolve the Incident
o Create Journals
o Add Attachments to Incident
o Resolve Tasks by updating status
o Automated email template process for new Incident logged
o Automated email template process for resolution or closure of an
Incident
o Automated email template process on creation of Assiqnment
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o Close Incident Process
o Create Dashboard with View/drill for Incident Process
o Configure SLA including Response and Resolution times by
Service
o Review and configure settings for Audit History
o Review and Enable out of the box Surveys if applicable
Problem A Problem is identified by multiple Incidents showing common symptoms or a
Management single Incident with no known cause. The primary objectives of Problem
Management are to prevent incidents from happening, and to minimize the impact
of incidents that cannot be prevented. An Incident may be used to identify a
Problem when there are multiple reports of the same failure, or when there are
recurring Incidents that affect the same Services or Configuration Items (typically,
hardware items or software solutions).
Design Workshop:
Attendees: Service Desk Manager, Service Desk Analysts, Incident Process
Owners
Discussion Items:
• Use of Approval support to restrict use of Problem to the appropriate
ITIL\Customer-Specific use case scenarios
• Dashboards
• Problem process and Roles
• Status Transitions
• Linking to Incidents
• Linking to Changes
• Linking to CI's
Configure and Review Problem_ Management:
• Configure Problem Management using framework, specifications, and
configuration changes agreed to during the design workshop and per the
design document. Implementation of Problem typically includes the
following features:
o Create Problem
o Status Transitions
o Update Subject, Description and Error Message
o Problem Categories
o Priority determined by Urgency and Impact
o Add Workaround information
o Identify Known Error
o Record the Root Cause of Problem
o Create Tasks to resolve the Problem
o Ability to Create Activity History
o Add Attachments to Problem
o Link additional Incidents to the Problem
o Close the Problem
Knowledge The primary role of Knowledge Management process is to improve the quality of
Management decision making by ensuring that accurate, reliable and trustworthy information is
available throughout the Service lifecycle. Knowledge Base is a collection of
articles describing solutions and answers to Service Desk questions.
ITIL defines Knowledge Management as the one central process responsible for
providing knowledge to all other Ivanti processes. In Ivanti, knowledge works with
Incident Management and Problem Management and is a powerful feature in the
Self -Service Portal. Knowledqe enables users of the support service to serve
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themselves by searching, browsing, or asking for a solution to their problem or
questions.
Design Workshop:
Attendees: Service Desk Manager, Service Desk Analysts, Knowledge Manager
Discussion Items:
• Knowledge Management Process
• Knowledge Article Types
• Approval Process
• Knowledge Collections
• Roles and Security
Configure and Review Knowledge Management:
• Configure Knowledge Management using framework, specifications, and
configuration changes agreed to during the design workshop and per the
design document. Implementation of Knowledge typically includes the
following features:
o Creating Knowledge Articles
o Approval process
o Types of Articles
o Publishing and categorizing an article
o Searching Knowledge Management
• Import up Knowledge Articles using process agreed to during the design
workshop and per the design document.
o Data will be imported into Knowledge Management using Service
Manager approved format (e.g. CSV Files) and application -based
tooling.
o Latest Solutions is not responsible for file or document conversion
(Imports must meet acceptable file import formats to ITSM)
Self -Service The Self -Service portal can be used by requesters (end -users) and Service
Owners. The Self -Service dashboard provides a simpler interface and enables
users to create, track, resolve, and close incidents and requests for service. Self -
Service users can also access FAQs, Announcements, and Knowledge Center
articles. The Self -Service dashboard is designed to be intuitive and easy to use.
Attendees: Service Desk Manager, Service Desk Analysts, Incident Process
Owners
Design Workshop:
Discussion Items
• Self -Service URL
• Creating Incidents
o Adding Attachments
o Adding Activity History / Notes
• Self -Service Dashboard
• Knowledge Base Search
Configure and Review Self -Service:
• Configure Self -Service using framework, specifications, and configuration
changes agreed to during the design workshop and per the design
document. Implementation of Self -Service typically includes the following
features:
o Configure Self -Service portal for end users to log and view an
Incident
o Confiaure Self -Service for abilitv to check status of an Incident
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o Configure Self -Service layout, links, dashboard
Request A Request Offering is an item that describes the item, assistance, or action
Management available to Self -Service users from the Service Catalog. Request Offerings are
normally placed in logical groups of Services.
The Service Catalog lists all Request Offerings, such as requests for software,
computers, or other requests for non -IT related services provided in your
organization. The Service Catalog is how customers order products and services.
You control the customer experience within the Service Catalog, defining for each
item an image, description, price, other fields, and workflow.
Design Workshop:
Attendees: Service Desk Manager, Service Desk Analysts, Department Liaisons
Discussion Items:
• Service Catalog — Self -Service Portal
• Request Offering Types
• Approval Workflow Process
• Task Workflow Process
• Notifications
• Status
• Roles and Security
Configure and Review Request Management and Service Catalog
• Configure the following Service Catalog Request Offerings as defined by
Customer using framework, specifications, and configuration Changes
agreed to during the design workshop and per the design document. Work
will be based on OOTB templates where appropriate
o Configure up to four (4) Low - Complexity Service Requests to be
defined by Customer - (10 fields, no approvals, up to 1 task)
o Configure one (1) Medium - Complexity Service Requests to be
defined by Customer - (15 fields, 1 approval, up to 5 tasks)
o All Service Request will be built with training the customer
(built -over -the -shoulder)
Change Management and goal of Change Management is to ensure the use of standardized methods
procedures for handling Change Requests, minimizing the impact of Change -
related issues, and improving daily operations. Change Management is the
process of assessing and detecting any impact and potential risk that a proposed
change could inflict on your organization. Successful Change Management
minimizes the impact of change -related issues and improves daily operations.
Design Workshop
Attendees: Change Managers, Change Coordinators, Change Process Owners
Discussion Items:
• Change Management Process
• Dashboard
• Searches
• Change Status and Transitions
• Change Process Types to include the following:
o Customer Defined Change Process
o Standard
o Emergency
0 o Minor
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• Notifications
• Approval Workflow
o Contact Groups
• Roles and Security
• Change Calendar
• Linking CI's, Problems, Services
• Problem and Incident interactions
Configure and Review Change Management
• Configure up to one (1) IT -Based Change Management Processes
containing up to two (2) Levels of approval and up to five (5) Tasks.
• Change processes will be implemented using framework, specifications,
and configuration changes agreed to during the design workshop and per
the design document.
• Implementation of Change typically includes the following features:
o Create Change Record
o Change Types
o Notifications of Change Record to Change Coordinator
o Change Coordinator review of Change
o Member Setup for Change Advisory Board (CAB)
o Change Approval Process
o Change Category and Justification
o Create Tasks associated to Change
o Ability to Create Activity History
o Change Calendar
o Ability to view Change on Change Board
Change types detailed in this SOW will be for IT -Based Changes and will not
include integration with third -party products
Knowledge Transfer The Knowledge Transfer —activities will focus on educating the Customer on the
fundamental concepts of Service Manager components while providing
demonstration and answering questions.
The activities associated with this effort may include, but not be limited to,
the following:
• Service Manager Premise / Cloud
o Customer -Specific Workflow Configuration
o Day to Day Administration
o Best Practices
o Ad -Hoc Question and Answer
Planning Meeting: Meet with Customer key stakeholders to determine prioritized
objectives for the allotted amount of time
Create Agenda: Determine and agree upon a suitable agenda
Perform Activities: Engage with Customer to perform mutually agreed upon
agenda items.
Note: Completion of any planned activities is subject to the time constraints set
forth in this SOW and completion of specific activities cannot be guaranteed unless
agreed to in advance and does not include training documentation. This is not a
replacement for formal training.
User Validation The last phase of the software testing process. UVT will focus on testing Ivanti
Testing Service Manager in real -world scenarios. During this phase the Customer will run
through a series of tests and note any minor improvements/modifications
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necessary or possible misconfiguration. Issues will be logged and then adjusted by
the consultant.
The following activities are included in this section:
• System Testing
• Discuss/document modifications needed and escalate as required
• UVT
System Testing: Test all Configured features and functions for documented
behavior. Perform empirical investigation of each feature and service to validate
the state and behavior of the product against the Service Manager specification,
detect any software failures, and ensure the satisfaction of Customer requirements.
• Consultant will make agreed to configuration changes as required from
UVT testing.
Go -Live Support ,Go live" takes place at the end phase or completion of the project. The presence
of a vendor consultant/deployment engineer will provide the customer project team
and users of the solution with extra support and a source of expertise. The
following activities are included in this section:
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l
f
Asset Manager
Statement of Work
Overview
Latest Solution's Professional Services will deliver this implementation package which is
designed to help customers maximize the long-term value of their software. Latest
Solutions will leverage its delivery methodology along with components of Ivanti's and best
practices to configure a version of Ivanti Asset Manager Software within the defined
deliverables documented herein.
Background
City of Newport Beach, CA ("Customer") has engaged Latest Solutions Professional
Services ("Consultant") to the implementation Services of their Ivanti Asset Manager ("LAM")
Scope
The "ITAM Assessment and Data Readiness Workshop helps the Client prepare for and
fully understand what will be needed to build a successful ITAM program.
Once the "ITAM Assessment and Data Readiness Workshop" is complete, the next step in
the journey is to implement (import) the foundational data that has been gathered by the
Client. Foundational data is the key to both short-term and long-term success. Latest
Solutions strongly recommends that every Client begin with the Foundation Package.
With a solid ITAM Assessment, a foundation in place, the next step towards ITAM maturity
requires the defining and creation of a standards catalog. A properly configured standards
catalog working in conjunction with stock management brings control and governance to
the environment.
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Description of Work
Project Kickoff The project kickoff meeting will include the following:
o Define the project scope and schedule
o Introduce project participants and roles
o Set project expectations
o Define project limitation
o Make available all documentation and installation guides
o Define reporting and escalation methods and process
Data Readiness 0Consultant evaluates the Client's prepared import templates data
Validation to determine if the data contained will satisfy ITAM Foundational
requirements.
• Consultant prepares and provides the Client with an updated
"Foundational Data Readiness Report'
o Note: The Client is given 2 free readiness reports, as an
element of the ITAM Foundation Package. Should
additional evaluation reports be required to activate the
ITAM Foundation Package, the Client will be billed a full
day of service at pre -negotiated rates for each
subsequent evaluation report. The fees are set forth in
Exhibit B to this Agreement.
Client Sign -off • Client agrees in writing that data, as defined at the start of the
ITAM Foundation Package implementation process, represents
- the data that will be implemented (imported) into the Ivanti Asset
Manager environment.
• Client discloses the need for any custom attributes that need to
be added to support the Foundational data.
• Client and LATEST SOLUTIONS will agree in writing that the
defined customizations (if any) can be included in the current
scope of work and associated service fees.
o If customization is required that falls outside of the
current scope of work and associated fees, a change
request will be submitted reflecting the additional scope
and related additional charges, subject to written pre -
approval by Client, and where necessary, a written
amendment to this Agreement.
• If the Client determines that additional work is required to better
prepare their asset data, additional services from LATEST
SOLUTIONS can be purchased.
• Cancellations that fall outside of defined Statement of Work
agreements are subject to additional penalty fees. The fees are
set forth in Exhibit B to this Agreement.
System Install and • Cloud Clients will receive their Ivanti Asset Manager Tenants directly from
Cloud Operations
Configuration Ivanti Asset Manager will be configured for operations
o Installation includes up to three environments (Staging, UAT,
Production)
o Installation includes standard setup and configuration
o Installation includes the creation of any custom attributes agreed
upon by both parties in writing
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F%m
• NOTICE: Clients adding Ivanti Asset Manager to an existing Ivanti Service
Manager implementation will require additional services and associated
fees. All such fees shall be subject to written pre -approval by the Client,
and where necessary, an amendment to this Agreement.
Import Client's
' Consultant will import and test all predefined foundational asset data
Foundational Asset
Data
Configure, Connect
' Consultant will configure, connect, and import one defined discovery
source, limited to the following sources:
and Import
o Neurons
Discovery Source
Data
Dashboard
' The Foundation Package supports the creation of 4 additional Dashboards
and/or Saved Searches, limited by:
Creation
o Dashboards are limited to out -of -the -box native configuration
capabilities
o Dashboards are limited to out -of -the -box attributes or custom
attributes
• Note: Custom attributes are limited to those customizations agreed upon
in writing by the Client and Latest Solutions at the time of data validation.
Neurons DEX
• Train the Client's Neurons Team on the purpose and utilization of:
o Neurons for DEX
Training:
d Discovery/ Connectors
• Workspace/ Insights
• Edge Intelligence & Advisors
■ Device Management
■ Self -Healing
o Spend Intelligence
o Up to 2 hours for each module of Neurons
Neurons Tenant
. Configure/Review your organization's tenant to for operational readiness.
Configurations:
Activities to include:
o Directory Services Integration/Authentication
0 one (1) directory services integration using standard product
o connectors and tooling (Azure Active Directory)
o SSO Configuration with Customer SAML provider
Neurons for
0 Connect up to two (2) discovery sources which include the Neurons
Discovery:
Discovery Agent & One Connector.
0 Configuration of discovery sources will utilize platform -provided
connectors. Development of custom connectors are not in scope
for this effort
• Consultant will review and configure core endpoint discovery capabilities of
the Ivanti Neurons agent to include the following:
o Unmanaged Device Discovery
o Queries
o Review and validate discovered data for accuracy
• Consultant will configure Neurons agents to be deployed to your endpoints
to include:
0 2 Agent configurations
o Agent Deployment:
■ Assist with deployment of agents using Neurons supported
methods and tooling
■ Deploy agents to up to 300 devices
o Review and validate discovered data for accuracy
• Consultant will assist in the import of unmanaged and/or manually tracked
devices into the Neurons tenant. Activities to include:
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o Importation of other inventory data
■ Import data from up to two (2) additional sources using
Neurons supported methods and tooling (e.g. CSV
imports)
o Review and validate imported data for accuracy
Conduct one (1) interactive enablement session with your team to review
the importation of data into the Neurons tenant
Consultant will configure the following capabilities in support of data
normalization. Activities to include:
o Review of Neurons Normalization and Reconciliation capabilities
■ Ensure proper classes are assigned for each device type
o Conduct one (1) interactive enablement session with your team to
review data normalization and data configuration — up to one (1)
hour
Neurons for Consultant will review and configure core analyst -based workspace
Workspace: capabilities as agreed to during discovery and planning sessions. Activities
to include:
o Aggregated Inventory
o Device View
o Analyst view toolset — Remote Control (Agent & Agentless),
Script Execution, and Remote Reboot
• Analyst toolset configuration will use platform -provided
capabilities and product tooling/methods to execute.
■ Custom third -party integrations are not in scope for
this effort
o Review the DEX score and user impact
• Consultant will review and configure core user view workspace
capabilities as agreed to during Discovery and Planning sessions.
Activities to include:
o Password Reset
o Account Unlock -
o Group Membership
■ User view toolset configuration will use platform -
provided capabilities and product tooling/methods to
execute.
■ Custom third -party integrations are not in scope for
this effort
o Review DEX Score and impact on Users
Neurons for Edge: Consultant will review and configure core Edge Intelligence application capabilities
and features as agreed to during discovery and planning sessions. Activities to
include:
• Configure up to two (2) Sensor -based monitoring policies using platform -
provided MQTT publication/subscription definitions
• Configure and Review Extensible Architecture
• Configure and Review up to two (2) Real -Time Actions using platform -
provided methods and tooling
Neurons for Self- Consultant will review and configure core self -healing capabilities and features as
Healing: agreed to during discovery and planning sessions. Activities to include:
• Configuration of up to two (2) monitoring policies per agreed to design
specifications
• Configuration of up to two (2) low -complexity workflows to be initiated
from monitoring policies per agreed to design specifications
o Low -complexity workflows are defined as linear (non -branching)
workflow procedures that utilize standard product tooling and
methods to execute. These workflows will use only platform
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provided capabilities
o Custom third -party integrations are not in scope for this effort
Conduct one (1) interactive review session with your team's resources to review
Monitoring and Workflow design- Up to one 1 hour
Neurons Spend Consultant will import core license entitlement and discovery data into the
Intelligence: Spend Intelligence platform as agreed to during discovery and planning
sessions. Activities to include:
• Importation of One (1) Customer Microsoft MLS specific to their
organization
o This SOW assumes that Customer has obtained their MLS file
from Microsoft prior to the engagement
• Validation of Customer's discovery/software Inventory data into
Neurons for use with Spend intelligence
• Consultant will review and configure core Spend Intelligence platform
capabilities and features as agreed to during discovery and planning
sessions. Activities to include:
o Software Insights
• Conduct interactive review and enablement sessions with Customer
resources on the following Software Insights features and capabilities
o Definition of Strategic Vendors
o Licensable software
• End of Life Software
o If Applicable- configure Software Reclamation request call to
Customer's Ivanti Service Manager ("ISM") instance
• Note - this feature will invoke a Service Request ticket to
be initiated in ISM. Design or configuration of this Service
Request in ISM is not considered to be in scope for this
engagement.
• License Manager
o Conduct interactive review and enablement sessions with
Customer resources on the following License Manager features
and capabilities
o Comparison View
• Review key features and practical use case value of
Comparison View and related components within Spend
Intelligence
o Spend Dashboard
• Review key features and practical use case value of the
Spend Dashboard and related components within Spend
Intelligence
Training: The ITAM Administrators will receive instruction on the following:
o Overview of Asset Manager features and capabilities
Administrators o How to configure the system
o How to add users and set roles and responsibilities
o How to import and debug data from external sources using Import
Connections
o How to manage asset lifecycle activity
o How to navigate the administrator's console
o How to add new fields and modify forms
o How to create saved searches and dashboards
Training: End User Training up to 4 hours
o Consultant will train ITAM Team on how to use the system to
End Users manage asset lifecycle activity with a focus on Foundational Data
o Consultant will train the ITAM Team on how use, modify, or create
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dashboards
o Consultant will train ITAM Team on how to use catalogs,
consumables, and stock management
LIAT Testing and
' Consultant will move development environment into UAT environment and
work with Client to validate acceptance testing
Acceptance
Move to Production
Upon successful buyoff of UAT testing, consultant will move UAT
environment to production
Latest Solutions Project Management have many years of experience delivering both
simple and complex IT projects. Over the years, we have developed a complete project
management methodology, fully scalable and designed to deliver projects successfully, on budget,
and on time. With implementation packages, we guarantee a successful outcome for a fixed price,
unless otherwise stated in the Statement of Work (SoW) or commercial offer. For implementations
applies a tried and tested methodology that yields tangible value to your organization. Latest
Solutions follows the Implementation Methodology presented below. The methodology has three
well-defined phases, as described below:
Latest Solutions use Smartsheets and other tools to coincide and blend with the Project
Management Methodology
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�T
f
Out of Scope
By definition any item not deemed in scope is considered out of scope. Any item that is requestec
which is out of scope shall be subject to written pre -approval by Customer, and where necessary,
an amendment to this Agreement. For clarity, the following specific items are not included:
Ref
Description
Any work outside of normal business hours, Monday to Friday excluding public holidays, is
OS1
considered out of scope of the project and will be subject to additional fees as set forth in Exhibit B
to this Agreement.
OS2
Consultancy relating to any products not specified in the "In Scope' section of this document
OS3
Consultancy related to any Ivanti Neurons product "bugs" or "defects" which will cause delays or
extra work to correct or workarounds.
Assumptions
A successful implementation assumes a collaborative work effort by both parties. Latest Solution
will provide configuration, best -practice guidance, knowledge transfer and implementation oversight
leading to the completion of the deliverables. Recipient will provide and ensure reasonable
availability of a core implementation team including an executive sponsor, project manager, subject
matter experts, and system administrators. Recipient will also:
• provide relevant application and process documentation, and assist with information, as
deemed necessary, as it relates to the Ivanti product(s). Latest Solution will define required
documentation as appropriate:
• provide agreed physical and logical infrastructure as well as appropriate access, including
site access, to the Latest Solutions consultant as necessary to enable the completion of
required tasks;
• purchase and provide licenses for all products that are included in the scope of this Statement
of Work.
• provide sufficient notice for rescheduling. Rescheduling requires a minimum of 10 business
days' notice. Failure to notify Latest Solutions of need to reschedule will result in additional
charges, in the amounts set forth in Exhibit B to this Agreement. Recipient may also incur a
4-6-week delay in project duration.
• Unless otherwise stated in the Deliverables section above integrations between Ivanti
Software or third -party products is not within the scope of this Statement of Work.
Constraints
The project will proceed with the following identified constraints. Any further constraints that are
identified as the project progresses will be subject to a change control and an impact analysis,
which may affect the cost and timescales of the project. Where these changes were not reasonably
identifiable by Latest Solutions then Customer will bear any costs. All such additional changes and
corresponding costs shall be subject to written pre -approval by Customer, and where necessary, an
amendment to this Agreement.
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Customer Project Management Responsibilities
Customer will designate a person to whom all Ivanti communications will be addressed and who
has the authority to act for Customer in all aspects of this Statement of Work (the "Customer
Project Manager").
The Customer Project Manager will:
• Create and maintain an estimated schedule for the overall project.
• Provide sufficient notice for rescheduling. Rescheduling requires minimum of 10 business
days' notice. Failure to notify Latest Solutions of need to reschedule can result in additional
charges, in the amount set forth in Exhibit B.
• Work with the Latest Solutions Project Manager to identify resource requirements and
desired skill sets. Latest Solutions recommends a two (2) week lead time to schedule
consultants and make travel arrangements when adding resources.
• Schedule resources in segments of no less than five (5) business days unless agreed to by
both Latest Solution and Customer.
• Schedule and facilitate completion of this engagement within the respective number of
months from date of signing the PO
• With Latest Solutions, administer Change Control and authorize Project Change requests.
• Provide access to Customer facilities consistent with the estimated schedule for all
resources. Consultants may require access to Customer facilities and systems outside
normal business hours.
Project Progress Reporting
A regular meeting or a teleconference will be scheduled to discuss the Project status; the format will
be jointly agreed between the Latest Solutions Project Manager and the Customer Project
Manager.
Depending on project complexity, the daily status reports may include:
General progress to plan and causes for any Project delays.
Project Plan updates for all tasks due or started ahead of schedule (actual days worked,
percentage of completion for each major task, estimated completion dates, and actual
completion dates).
Issues and action items to resolve change order control items reviewed or for review,
including any tasks to be worked on that are not included in the Detailed Project Plan and
any tasks that will negatively impact the allotted budget.
Delivery Schedule
This SOW will deliver consulting over a maximum period of 12 months from the Effective Date of
the corresponding Professional Services Agreement.
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For invoicing purposes, the engagement is remote and will follow the payment schedule based on
deliverables outlined in the description of work and milestones in the Payment Schedule.
Deemed Completion
Latest Solutions will be deemed to have completed its obligations under this SOW, upon the earlier
to occur:
• Latest Solutions provides the number of person days of services specified in this SOW; or
• 12 months have elapsed since the Effective Date of the corresponding Professional
Services Agreement.
Travel
Latest Solutions services are typically delivered remotely but may include limited onsite
delivery. Onsite delivery will be at the sole discretion of Latest Solutions and at an
additional cost. Additional costs for onsite delivery shall be subject to written pre -approval
by Customer, and where necessary, an amendment to this Agreement.
Warranty
Completion of the deliverables by Latest Solutions occurs when the items above have
been configured, suitably tested, and handed off to the customer. Customer has thirty (30)
days from the date of delivery to test the deliverables and report any problems. After the
thirty (30) day period, this project will be regarded as complete. In the event any
deliverable is utilized for production purposes, the deliverables shall be deemed accepted.
Term
This Agreement shall commence on the Effective Date of the Effective Date of the
corresponding Professional Services Agreement between the parties, and shall remain in
force until Latest Solutions completes relevant deliverables defined above; or 12 months
have elapsed unless terminated in accordance with this Agreement.
Authorization
In addition to any terms contained in this Statement of Work, the provision of the services
described in this SOW ("Services") shall be subject to terms of the license agreement
procured by you separately from this Agreement. Latest Solutions shall not be liable or
held responsible for any issues arising out of licensing..
Neither the execution nor fulfillment of the Services will relieve or alter Latest Solutions or
Customer rights or obligations with respect to standard Ivanti software and other products
under the license agreements applicable to such software or products. Nothing in this
document is intended to or shall have effect of vesting in or transferring to Customer's
rights in Latest Solution's, its affiliates' or its suppliers' software, methods, know-how or
other intellectual property, regardless of whether such intellectual property was created,
used or first reduced to practice or tangible form by Latest Solutions in the course of
performance of the Services hereunder. By executing the corresponding Professional
Services Agreement between the parties, the parties each indicate their acceptance of the
above.
Latest Solutionsp
Page 19 of 19
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2443 Fillmore St #380-
4403 San Francisco, CA
USA 9411S
EXHIBIT B
SCHEDULE OF BILLING RATES
Latest Solutions USA LLC Page B-1
ESTIMATE
Latest Solutions USA LLC jlavigne@latestsolutions.io
2443 Fillmore St +1 (877) 877-7784
San Francisco, CA 94115 www.latestsolutions.io
Bill to
Martin Rygiel
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660 US
Estimate details Contact Name: Avery Maglinti
Estimate no.: 1397
Estimate date: 06/10/2025
Expiration date: 10/30/2025
# Product or service SKU Description
1. SVCS-Neurons SVCS-Neurons Ivanti Neurons Service Package
(outcome -based)
ITSM
Milestone 1 - Project kickoff, design
workshops, and configuration/review of
core modules (Incident, Knowledge,
Problem, Request, Change). PAID
UPFRONT - $13,725
Milestone 2 -System testing, UAT,
training, go -live support, and handover.
Paid on delivery/acceptance - $13,725
ITAM
Milestone 3 - Data -readiness validation,
client sign -off, and asset
imports/lifecycle setup. PAID
UPFRONT - $13,725
Milestone 4 -Neurons DEX & Spend
configuration, UAT, move to prod,
validation. Paid on delivery/acceptance
-$13,725
'Less than 10 days' notice to
reschedule - $1,400
'Cost for on -site delivery is $500
(traveQ a day, plus regular hourly rate
$220.00 an hour.
'Working outside business hours or
holidays - $440 an hour (double-time).
Additional evaluation reports - $220
per hour to create
Ship to
Martin Rygiel
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660 US
Qty Rate Amount
1 $54,900.00 $54.900.00
Total $54,900.00
Note to customer
Phase 1: Incident, Knowledge Management with Knowledge imports, Expiry 10/30/2025
Problem Management, Change Management, Service Request up to date
3 (over the shoulder), DEX & Spend, and Asset Basic (Asset imports
and Iifecycle management)
ITSM
Milestone 1 - Project kickoff, design workshops, and
configuration/review of core modules (Incident, Knowledge, Problem,
Request, Change). PAID UPFRONT-$13,725
Milestone 2 - System testing, UAT, training, go -live support,
handover. Paid on delivery/acceptance - $13,725
ITAM
Milestone 3 - Data -readiness validation, client sign -off, and asset
imports/lifecycle setup. PAID UPFRONT - $13,725
Milestone 4 - Neurons DEX & Spend configuration, UAT, move to
prod, validation. Paid on delivery/acceptance - $13,725
Accepted date 10/09/2025 Accepted by
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
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.
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.
3. Coverage Requirements.
A. 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.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. 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 two million dollars ($2,000,000) per
occurrence, four million dollars ($4,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. 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 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.
Latest Solutions USA LLC Page C-1
D. 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
two million dollars ($2,000,000) per claim and four million dollars
($4,000,000) 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.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees 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.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. 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.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days' notice of cancellation (except for nonpayment for which ten (10)
calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. 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. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
Latest Solutions USA LLC Page C-2
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage, subcontractors
shall provide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements 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. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. 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.
Latest Solutions USA LLC Page C-3
G. City 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.
H. 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. 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.
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.
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