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HomeMy WebLinkAboutR2022-134 2022-06-13RESOLUTION NO. R2022-134 A Resolution of the City Council of the City of Pearland, Texas, authorizing a professional services agreement with ThirdWave Corporation, for planning services associated with the five-year Technology Strategic Plan, in the estimated amount of $110,000.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for planning services associated with the five-year Technology Strategic Plan, a copy of which is attached hereto as Exhibit “A” and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for planning services associated with the five-year Technology Strategic Plan. PASSED, APPROVED and ADOPTED this the 13th day of June, A.D., 2022. ________________________________ J.KEVIN COLE MAYOR ATTEST: ________________________________ LESLIE CRITTENDEN CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: CEA81C70-2279-4BA4-AA01-0A7E80330E15 DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Exhibit A PROFESSIONAL SERVICES AGREEMENT Contract# P0122-01 This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF PEARLAND ("City"), a Texas home rule municipal corporation and THIRDWAVE CORPORATION, ("Vendor/Consultant/Contractor"), located at 12100 Wilshire Blvd., Suite 800, Los Angeles, CA 90025; each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; and 4. Exhibit C — Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. • Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the City Manager below ("Effective Date") and shall expire on January 31, 2023 ("Expiration Date"), unless this Agreement is otherwise extended or terminated in accordance with the terms specified herein. City shall have the option in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one year renewal options, at City's sole discretion. 3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B," — Price Schedule. Total payment made under this Agreement for the by City shall be in an amount up to One Hundred Ten Thousand Dollars ($). Payments for the following years shall be as described in Exhibit B. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. ❑x Termination. • Written Notice. City or Vendor may terminate this Agreement at any time and forany reason by providing the other party with 30 days' written notice oftermination. • Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendorof such occurrence and this Agreement shall terminate on the last day of the fiscal period for whichappropriations were received without penalty or expense to City of any kind whatsoever, except asto the portions of the payments herein agreed upon for which funds have been appropriated. • Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up tothe effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine-readable format or other format deemed acceptable to City. ❑x Disclosure of Conflicts and Confidential Information. • Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor'sservices under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. • Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. • Public Information Act. City is a government entity under the laws of the State ofTexas and all documents held or maintained by City are subject to disclosure under the Texas PublicInformation Act. In the event there is a request for information marked Confidential or Proprietary,City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event,Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. ❑x Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. ❑x Independent Contractor. It is expressly understood and agreed that Vendor shall operateas an independent contractor as to all rights and privileges and work performed under this Agreement, andnot as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and sub - Vendors. Vendor acknowledges that the doctrine of respondent superior shallnot apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and sub - Vendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co - Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 employer or a Joint employer of Vendor or any officers, agents, servants, employees or sub -Vendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or sub -Vendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or sub -Vendor. ❑x Liability and Indemnification. o LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. o GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. o INTELLECTUAL PROPERTY INDEMNIFICATION - Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trademark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement,negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise andto settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relatingthereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adverselyrestricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure forCity the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City underlaw. 0 Assignment and Subcontracting. a. Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. b. Subcontract. If City grants consent to a subcontract, sub -Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub -Vendor shall agree tobe bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 0 Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: o Coverage and Limits • Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. ■ Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed • Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made and maintained for the duration of the contractualagreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. o General Requirements The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery) in favor of City. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Pearland, 3519 Liberty Drive, Pearland Texas 77581, with copies to the Pearland City Attorney at the same address. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VIIin the current A.M. Best Key Rating Guide or have reasonably equivalent financialstrength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. O Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will alsocomply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. O Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, sub Vendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROMAN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. ❑x Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) h-nd-delivered to the other party, its agents, employees, servants TethictRatives, (2) delivered by facsimile or email with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,addressed as follows: City of Pearland Attn: City Manager 3519 Liberty Dr. Pearland, TX 77581 With copy to Pearland City Attorney's Office atsame address To VENDOR: Name: Address: Contact: D Solicitation of Employees. Neither City nor Vendor shall, during the term of thisAgreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who respondsto a general solicitation of advertisement of employment by either party. D Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. D No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. D Governing Law / Venue. This Agreement shall be construed in accordance with the lawsof the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to thisAgreement, venue for such action shall lie in state courts located in Brazoria County, Texas or the United States District Court for the Southern District of Texas, Pearland-Houston Division. D Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way beaffected or impaired. ❑D Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omissionin performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. ❑D Headings not Controlling. Headings and titles used in this Agreement are for reference Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. ❑D Review of Counsel. The parties acknowledge that each party and its counsel havereviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. ❑D Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. ❑D Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declarednull and void to the extent in conflict with any provision of this Agreement. ❑D Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constituteone and the same instrument. ❑x Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. ❑x Immigration Nationality Act. Vendor shall verify the identity and employment eligibilityof its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. ❑D Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, Cityshall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietaryrights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the CopyrightAct of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 0 Signature Authority. The person signing this Agreement hereby warrants that he/she hasthe legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whosename, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in enteringinto this Agreement or any amendment hereto. O Change in Company Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicatingchanges in a company name or ownership must be accompanied with supporting legal documentation suchas an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. O No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is forless than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides writtenverification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel duringthe term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 ACCEPTED AND AGREED: CITY OF PEARLAND: ,-L1ocuSigned by: By: '1/4--3B8283B69CC0460... Name: Clay Pearson Title: City Manager Date: 6/16/2022 110:53, M CDT etAirsow APPROVAL RECOMMENDED: By: ,-GacuSigned by: 2G via, tiiitAkis '1/4--F99EE6sA54A240F... Name: Daniel McGhinnis Title: Chief Information Officer ATTEST: ,-OocuSigned by: By:—7E01869684CA4FA... Name: Leslie Crittenden Title: City Secretary VENDOR: THIRDWAVE CORPORATION By: Name: Roy R. Hernandez Title: President/CEO CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. DocuSigned by: lc.)e-e-11/2 By: 9362' 715900.0404... ddddd Name: Kristen Woolley Title: Deputy Director of Finance APPROVED AS TO FORM AND LEGALITY: Docusigned by: �--- BY: —E13CA898661F468... Name: uarnn uoKer Title: Assistant City Attorney City Attorney CONTRACT AUTHORIZATION: M&C: Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 EXHIBIT A SCOPE OF SERVICES The following pages describe the project work plan for executing the City's ITSP. Most tasks/subtasks in the following work plan will produce a deliverable, e.g., a workshop, meeting, document, presentation, etc. On tasks where the deliverable is a document, ThirdWave will provide an electronic copy either in MS Word, Excel spreadsheet, PDF, or as specified by City. Some key draft deliverables will be provided to the City Project Manager for review and comment by appropriate staff. City review and comment subtasks are denoted with the prefix "City." Obtaining City's review and comments on key deliverables is a risk management and quality control technique that will ensure the desired results are obtained. Project Management Institute liani\440 mraii40 4.4 sao The following provides a description of the proposed scope of work and project deliverables. In general, the following describes services provided virtually. However, we do provide an option in the cost proposal for providing some services on -site. PHASE 0 PROJECT MANAGEMENT Task 0.1 Project Kick-off Meeting This task will entail holding a project kickoff meeting with City and ThirdWave's Project Team. A PowerPoint presentation will be produced to review the project goals and objectives. We will walk through the project plan, deliverables, and project schedule, ThirdWave/City responsibilities, and the PMBOKTM project management protocol to ensure desired outcomes and a successful IT Strategic Plan. _ Assumptions: 1. All department heads and IT staff will attend the kick-off meeting. It is important that key stakeholders receive an overview of the project. 2. If possible, the project's executive sponsor should initiate this meeting, along with the City Project Manager, to underscore the importance of the project. 3. This meeting will last an hour. Deliverable 0.1: Project Kick-off Meeting Task 0.2 Ongoing Weekly Meetings This task will entail holding weekly meetings to plan and coordinate of project tasks between the City and ThirdWave Project Managers. Deliverable 0.2: Ongoing Weekly Meetings Task 0.3 Monthly Status Reports This task will entail providing written monthly progress reports to City's Project Manager outlining the status of the project. Monthly Status Reports will include: • Description of progress made during the reporting period • Deliverables completed and delivered during the reporting period • Outstanding issues and recommendations for resolution (if any) • Scope, cost and schedule integrity status Deliverable 0.3: Monthly Status Reports Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 PHASE 1 DISCOVERY Task 1.1 Review Existing IT/GIS Documentation This task entails reviewing existing documents related to City Information Systems to establish a baseline understanding of the technology environment. Documents will include the review of the following: • City Budget • IT and City Org charts and classifications • Previous IT Strategic Plan Assumptions: • Reference documents will be provided to Third Wave on the same day as the Project Kick-off Meeting or within the first week of the project. • This task will not produce a deliverable. Deliverable 1.1: Review Existing IT/GIS Documents Task 1.2 IT Systems Inventory This task will entail developing an IT Systems inventory spreadsheet and providing it to the City Project Manager for data collection by appropriate City IT staff. The City may already have an inventory of systems; however, this spreadsheet is specifically structured to work with ThirdWave's strategic planning methodology. The survey will contain: Technology Type, Manufacturer, infrastructure, hardware, peripherals, software and purchase dates (if known), which will be referenced in subsequent tasks. Deliverable 1.2: App. Portfolio & Systems Inventory Spreadsheet City 1.2 Fille Out IT Inventory Spreadsheet This task will entail the City's Project Manager providing the IT Inventory spreadsheet to appropriate staff to be filed out. Unless otherwise agreed, this will be done in two weeks. Deliverable 1.2: Application Portfolio & Systems Inventory Task 1.3 Application Interaction Diagram Review This task will entail the review and analysis of existing enterprise and major level applications. ThirdWave will meet with appropriate IT staff responsible for enterprise applications to review and analyze existing points of integration between systems. Working with City IT staff, the current application interaction diagram shown in Exhibit D will be updated. The findings from this task will be further refined in phase 3 of the project. Assumptions: 1. The gap analysis on the ability of the software portfolio's ability to meet current and future business objectives will be analyzed in the business process mapping workshops in Task 2.5, Business Requirements Definition. 2. A high-level analysis of current business processes and procedures as related to technology use will be analyzed in the business process mapping workshops in Task 2.5, Business Requirements Definition. Deliverable 1.3: Updated Application Interaction Diagram Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Task 1.4 IT Focus Groups Gap Analysis Task 1.4.1 Hold IT Focus Groups This task will entail holding four 2 -hour focus groups with the IT manager and staff to gather data related to the state and challenges with existing information systems. This task will also use IT industry standards to perform risk assessment and gap analysis of the City IT organization, its service delivery model, and requirements to enhance both. The workshops will address the following: 1. Infrastructure • Network Infrastructure and wireless, review the network design for systems and data safeguards against a catastrophic event or security breach • Voice and Data Telecommunications • Network/Cyber Security 2. Hardware • Servers and Server virtualization • Storage and Backups • Desktop/Laptops • Mobile Devices: Smart Phones, Laptops, Tablets • Peripherals: Copiers, Scanners, Multi -function 3. Application/Database Software • Databases • Application Software portfolio ■ Enterprise Software ■ Department Software ■ Web Enabled Applications • Application Integration 4. Best Practices ■ IT Governance ■ Requirements Definition ■ Project Planning & Procurement ■ Project Management ■ System Administration ■ Change Management • Policies and Procedures • Business Continuity and Disaster Recovery • Cyber Security • Help Desk: system and ticketing process The workshops will be facilitated in a focus group format with IT staff responsible for each of the topics covered. The following data will be collected for each of sessions listed above: • Challenges: anything inhibiting the effective operation, support and/or maintenance of City information systems • Impacts: to the operating effectiveness of the IT organization • Solutions: for each respective issue, i.e., technology, process or policy • Benefits: of implementing the proposed solutions identified in each focus group A summary of workshop findings will be produced and provided to the City for IT staff's review and comments. The data collected will be used to inform the ITSP in Phase 3. Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Assumptions: 1. Participants will be highly knowledgeable and experienced in the technologies being addressed. 2. More than one person will participate in each focus group. Deliverable 1.4.1: Hold IT Focus Groups City 1.4.1 Review & Comment This task will entail the City reviewing the draft deliverable and providing suggested revisions within three days, if applicable. Comments not received within 3 business days from transmittal to the City will be deemed to not have any revisions. Deliverable 1.4.1: Comments Task 1.4.2 IT Focus Group Findings This task will entail incorporating suggested revisions, as applicable. Deliverable 1.4.2: IT Focus Group Findings Task 1.5 Online Staff Survey Task 1.5.1 Produce Online Staff Survey This task will entail developing an internal City survey providing staff the opportunity to provide input on the City's existing and required systems, and the IT organization's capability to support them. The online staff survey will address: • The state of existing information systems • Department Information Technology requirements • Public Facing Online Self -Service Applications • Related IT support capabilities and processes • End user training • IT Help Desk • Most significant service delivery challenge • Most significant Information Technology challenge ThirdWave will work with the City's Project Manager to finalize the online Survey Monkey survey questions to ensure it is custom-tailored to the City. Assumptions: 1. A link will be placed on the City's Intranet website and a notice will be issued encouraging all teachers to take the survey. 2. A SurveyMonkeyTM link will be provided to the City's Project Manager. 3. The online survey will collect data for two weeks. Deliverable 1.5.1: Online Staff Survey City 1.5.1 Post & Fill Out Survey Task 1.5.2 This task will entail the City's Project Manager providing the survey link to post or distribute to City staff. Unless otherwise agreed, the online survey will collect data for two weeks. Deliverable 1.5.1: Staff Take the Survey Compile Staff Survey Data This task will entail compiling the data collected in the online survey and producing a summary of findings. The findings from this deliverable will be referenced and inform Phase 3. Deliverable 1.5.2: Online Staff Survey Findings Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 PHASE 2 ASSESSMENT Task 2.1 City Administration/Management Interviews Task 2.1.1 City Administration/Management Interviews This task will entail holding thirty (30) minute interviews with department heads to get a management perspective of general organizational, operational and technology challenges facing City departments. Management interviews will gather high level business and service delivery requirements not identified in the IT Focus Groups or Rapid Workflow° business process workshops. Issues to be discussed include: • The most significant operational/service delivery challenges in next 3 - 5 years • The most significant IT challenges facing the City's ability to effectively support its mission, i.e., technology, staff training, etc. • The need to adopt emerging technologies • The adequateness/responsiveness of the IT organization The interview questions will be provided to City's management team in advance so that they can gather their thoughts and answers prior to the interviews. For the purposes of this proposal, ThirdWave has assumed holding sixteen (16) management interviews with the following: City Manager 1. Communications 1 2. Community Development 1 3. Convention & Visitors Bureau 1 4. Finance 1 5. Human Resources 1 6. Pearland Economic Development Corporation 1 Deputy City Manager 7. Engineering & Capital Projects 1 8. Information Technology 1 9. Library 1 10. Parks and Recreation 1 11. Public Works 1 Assistant City Manager 12. City Secretary 1 13. Fire 1 14. Municipal Court 1 15. Office of Emergency Management 1 16. Police 1 16 Responses will be documented and provided to department heads for review and editing. Assumptions: 1. City's Project Manager will be responsible for scheduling the interviews per the MS Project Schedule. Deliverable 2.1.1: Interviews Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 City 2.1.1 Review & Comment This task will entail the management interviewees reviewing the draft interview notes and providing comments/suggested revisions. Unless otherwise agreed, the review and comments will be provided within 5 business days. Comments not received after 5 business days from transmittal to the City will be deemed to not have any revisions. Deliverable 2.1.1: Comments Task 2.1.2 Incorporate Management Comments This task will entail incorporating the management team's comments to produce the final management interviews summary deliverable. The findings from this deliverable will be referenced and inform the ITSP Roadmap in Phase 3. Deliverable 2.1.2: Interview Findings Task 2.2 IT/GIS Staffing & Organizational Structure Task 2.2.1 IT/GIS Staff Skills Assessment This task will entail a review and evaluation of current IT staff knowledge, skills and abilities in a number of IT areas. An IT staff skills survey will be produced and provided to City for IT staff to provide input on their skill sets. The survey will be designed to address the skills of the following City IT positions: • IT Manager • Application Support Specialist • Database Administrators • GIS Manager • GIS Specialist • GIS Analysts • Cyber Risk & Intelligence Specialist • Technology Support Specialist • IT Infrastructure Architect The following information will be gathered: • Name • Classification • IT Group • IT System Responsibilities • Proficiency Areas for each IT Position (to be finalized with the City IT Manager) The task will baseline the knowledge, skills, and abilities of existing IT staff to gauge the ability of the IT organization's ability to sustain future Information Technologies identified in this project. The data from this task will be used to produce recommendations in Task 3, related to the IT organization, level of staff, and placement of staff to support the future needs of the City. Deliverable 2.2.1: Online IT Skills Assessment Survey City 2.2.1 Fill Out Survey This task will entail the City Project Manager providing the electronic Excel survey to City IT staff. The online survey will collect data for 5 business days. Deliverable 2.2.1: IT Staff Respond to Survey Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Task 2.2.2 IT/GIS Organizational Workshop This task will entail holding a focus group/workshop with the IT manager and staff to gather data related specifically to IT/GIS organizational challenges, service delivery model and opportunities for enhancing the operational effectiveness of the IT organization. The workshops will address the following: • IT Organizational Structure ■ IT Staff Knowledge, Skills and Abilities ■ Technology Staff Levels • Technology training needs for IT Deliverable 2.2.2: IT/GIS Organization Workshop City 2.2.2 Review & Comment Task 2.2.3 This task will entail the draft findings of the IT Organization Workshop for the review of IT management and staff. Unless otherwise agreed, the City comments will be provided within 5 business days. Comments not received after 5 business days from transmittal to the City will be deemed to not have any revisions. Deliverable 2.2.2: Comments Final Organizational Assessment This task will entail compiling the data collected in the IT organizational workshop. This information will be referenced in the recommendations made in Task 3, IT Strategic Plan and Roadmap. Deliverable 2.2.3: IT/GIS Organizational Assessment Findings Task 2.3 Cyber Security Risk Assessment Task 2.3.1 Cyber Security Risk Assessment This task will entail a formal risk assessment beginning by identifying and classifying IT related assets that provide value to the organization. This will be accomplished by providing the City a template to be filled out, providing the following information: • Facilities ■ Physical facilities ■ Data centers ■ Physical security systems ■ Important physical assets (off -site storage) ■ Environmental assets (electricity, cooling) • Human Resources • Intellectual Property • Communications • Network Infrastructure ■ Network devices ■ Network services ■ Server ■ Storage ■ Network peripheral • Software Applications • Data • Workstations Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Once the assets have been identified, we will identify threats to the assets. Threats can be unintentional or intentional and may include: • Natural threats (acts of God) • Accidental or unintentional threats (e.g., worker illness, equipment failure) • Intentional threats such as asset theft and asset tampering (e.g., malicious damage, terrorism) One or more specific vulnerabilities will be identified for each threat. Vulnerabilities may be based upon location, employee skill sets, network access controls, network monitoring, etc. Examples of vulnerabilities include lack of employee security related education, user knowledge, security functionality, poor password selection by employees, etc. A risk assessment summary that identifies the process used to identify assets and related risks that have a critical impact on objectives will be produced. Assumptions: 1. These services will be provided virtually, Deliverable 2.3.1: Cyber Security Risk Assessment Task 2.3.2 Task 2.3.3 Task 2.3.4 Cyber Security Risk Analysis Once assets, threats, and vulnerabilities are identified, this task will evaluate the potential impact or loss on the organization. Examples included the impact on the ability to perform services and meet deadlines. It also includes a negative impact on revenue and other factors such as damage to the City's image and reputation. Once the threats are identified, the likelihood (probability) of occurrence will be identified for each specific type of vulnerability. The analysis of the vulnerability's impact on your organization will consider the vulnerability as well as controls that mitigate or reduce the risk. This task will identify Preventive, Detective, and Controls to treat the risks. A summary will identify the impact on the organization, taking into account the asset's value, specific vulnerability, and probability of the event. Deliverable 2.3.2: Cyber Security Risk Analysis Cyber Security Risk Action Plan This task will entail preparing a risk action plan gap analysis that includes a prioritized summary of recommendations to treat risks identified in the risk assessment and risk analysis tasks. • Risk Assessment: identifies assets, threats to the assets, and vulnerabilities that exist as a result of the threats • Risk Analysis: — an analysis of vulnerabilities, risk treatment controls and safeguards Deliverable 2.3.3: Cyber Security Risk Action Plan Future Cyber Security Risks (next 5 years) This task will identify cyber security risks at the City for the next 5 years, as it relates to helping secure sensitive information, protect the City's image and reputation, and meet compliance requirements. Risk areas and controls that reduce risks to acceptable levels will be articulated. Deliverable 2.3.4: Future Cyber Security Risk Assessment Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Task 2.4 Cost Analysis Task 2.4.1 Task 2.4.2 City IT/GIS Cost Analysis This task will entail performing a high-level analysis of current City IT/GIS costs and value compared to organizations of similar size, complexity, and nature. This will include a review IT's budget, labor, and third -party fees. The city will assist in identifying three other comparable cities where similar cost data will be gathered, including an assessment of IT staffing levels and budgets in the benchmarked cities. Assumptions: 1. The City's Project Manager will provide an introduction to the benchmark cities 2. The prioritization of ITSP initiatives will be done in Task 3.2, ITSP Initiative Prioritization, and improvement recommendations, including estimated schedule, cost, and duration for each initiative will be provided in the ITSP Implementation Plan, produced in Task 3.2. Deliverable 2.4.1: City IT/GIS Cost Analysis Benchmark Summary This task will compile summarize the data collected in the IT/GIS Cost Analysis benchmarking. This cost analysis data will inform the recommendations Task 3, the ITSP and Implementation Roadmap. Deliverable 2.4.2: Cost Analysis Findings Task 2.5 Business Requirements Definition Task 2.5.1 Hold Rapid Workflow° Workshops This task will entail holding virtual business requirements workshops for key mission critical business processes to identify department and cross functional business/technology requirements. Working with business process stakeholders, as - is business process workshops will review and identify functional and technical requirements and opportunities to streamline/enhance service delivery and improve operational cost effectiveness. The agenda for the workflow sessions will include the following: 1. Produce an as -is business process model, a high-level map of existing business process steps and operational workflows. The process model will include process steps, a brief description of activities, staff, information systems used (applications, platforms, DB, inputs/outputs) and documents/data created, processed and/or stored. 2. Identify problem statements, which will include existing management, operational and/or Information Technology disablers, e.g., business process bottlenecks, inefficiencies, disconnects, or inhibitors to providing superior business performance and/or customer service. Working with subject matter experts, anything that inhibits the efficient and effective execution of a business process will be identified and noted on the process map. 3. Identify the impacts of each problem, quantitative and qualitative, e.g., duplication of effort, redundant costs, time inefficiencies, document processing delays, system performance, poor customer service, etc. Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 4. Identify potential solutions, including Networking Communications Infrastructure, Commercial/Public Voice & Data Communication systems, Hardware (servers, workstations, peripherals, mobile devices), Software (office automation, departmental systems, and/or enterprise systems), e -Government (online web -enabled applications), Databases, Systems Integration, Maintenance (Security, Disaster Recovery, and Sustainability (knowledge, skills and abilities, training), outsourcing, etc., as applicable. Other solutions identified will include management policy and operational/business process improvement initiatives. 5. Identify potential benefits, including qualitative and quantitative benefits of the proposed technologies solutions if implemented. Benefits will be identified at several levels as appropriate; e.g., within a section or division for the business process being examined, or the City as a whole. This information will serve as the basis for identifying potential efficiency gains and prioritizing IT initiatives in Phase 3, ITSP Roadmap. Departments No. of Workshops 1 Communications 1 2 Community Development 1 3 Convention & Visitors Bureau 1 4 Finance 1 5 Human Resources 1 6 Pearland Economic Development Corporation 1 Deputy City Manager 7 Engineering & Capital Projects 2 8 Information Technology 1 9 Library 1 10 Parks and Recreation 1 11 Public Works (GIS) 2 Assistant City Manager 12 City Secretary 1 13 Fire 2 14 Municipal Court 1 15 Office of Emergency Management 1 16 Police 2 Enterprise Workshops 17 GIS 1 20 Assumptions: 1. Third Wave will work with the City to determine the final department business processes. 2. Workshops will typically last 3 to 4 hours, depending on the complexity of the business process being modeled. 3. To maximize project resources, and contain the project timeline, the City will schedule two (2) workshops per day Monday through Thursday until all workshops have been completed. Our project schedule assumes 3 weeks for this task. 4. The City Project Manager will start scheduling working sessions after the Management Interviews, per the published MS Project Schedule. 5. Workshop participants will be highly knowledgeable and experienced in the business processes being modeled. There should be sufficient participants in the workshops to address the entire business process. Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 6. To gather a complete data set, participants will attend the entire workshop. Deliverable 2.5.1: Rapid Workflow® Workshops Task 2.5.2 Document As -Is Rapid Workflow° Process Models This task will include documenting the business, functional, and technical requirements data collected in the workshop, including the following: • List of attendees in the Rapid Workflow° session • High Level As -Is Business Process Map • Problem Statements • Impact Statements • Solution Statements • Benefit Statements The session notes will be provided to the City Project Manager for distribution to participants of each group for review/comments. Deliverable 2.5.2: Draft Rapid Workflow° Process Maps City 2.5.2 Review & Comment Task 2.5.3 This task will entail workshop participants reviewing the draft Rapid Workflow° and providing comments/suggested revisions. Unless otherwise agreed, the review and comments will be provided within the turn -around time specified in the final Project Schedule, i.e., 5 business days. Deliverable 2.5.2: City Comments Final Business Process Requirements This task will entail incorporating the City's comments to produce the final business process map deliverable. The findings from this deliverable will be referenced in producing the recommendations made in the ITSP Roadmap in Phase 3. Deliverable 2.5.3: Business Process Gap Analysis Task 2.6 IT Governance Task 2.6.1 Hold IT Governance Workshop This task will entail holding a workshop with the City's leadership team and the CIO in two parts. Part 1 will evaluate the City's current Information Technology governance process, related roles and responsibilities, The second part of the workshop will identify the future state IT governance that best meets the City's needs, including governance process, policies, practices, participants and their associated roles and responsibilities. Deliverable 2.6.1: Hold IT Governance Workshop City 2.6.1 Review & Comment Task 2.6.2 This task will entail the City reviewing the draft deliverable and providing comments and suggested revisions. Comments will be provided within the turn -around time specified in the final Project Schedule. Deliverable 2.6.1: Comments Final IT Governance Findings This task will entail incorporating the City's comments to produce the final IT Governance deliverable. The data collected in this deliverable will inform Task 3 Information Technology Strategic Plan. Deliverable 2.6.2: IT Governance Recommendations Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 PHASE 3 IT STRATEGIC PLAN & ROADMAP Task 3.1 Information Technology Strategic Plan Task 3.1.1 Draft ITSP Findings & Recommendations This task will entail producing a 5 -year IT Strategic Plan. The following provides a typical table of contents from an ITSP; however, the final ITSP will be custom tailored to the specific and unique needs of the City, as applicable: Executive Summary 1. Introduction and Methodology 1. Goals & Objectives 2. ITSP Vision 2. Assessment 2.1 Management Interviews 2.2 IT Staff Focus Group 2.3 IT Staff Skills Survey 2.4 Staff Online Survey 2.5 Rapid Workflow° Business Process Workshops 2.6 Leading Technology Initiatives 3. Recommendations 3.1 Technology Recommendations • Infrastructure ■ Network Infrastructure ■ Telecommunication Infrastructure ■ Data Center(s) • Hardware ■ Servers: Application, database and web servers ■ Computers: desktops, laptops ■ Mobile devices ■ Peripherals • Application/Database Software ■ Department Software ■ Enterprise Software: Finance, HR, GIS, ECMS ■ Website & E -Government: Online Service delivery ■ Integrated Systems • Cyber Security Risks ■ Cyber Security Risk Management 3.2 Operational Recommendations • System Administration • Policies and Procedures • Business Process Improvement • Business Continuity and Disaster Recovery • Cyber Security • Help Desk & Reporting Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 3.3 Management Recommendations • Cost Analysis • Staffing and Organizational Structure • Staff Levels • Skill Levels (KSAs) • IT Staff Training • Organizational Structure • Succession Plan • IT Governance Best Practices • Project Management Best Practices • Change Management Best Practices Assumptions: 1. This draft deliverable will be transmitted in MS Word for the City's review and comments using Track Changes. Deliverable 3.1.1: Draft IT Strategic Plan City 3.1.1 Review & Comment This task will entail the City reviewing the draft deliverable and providing comments and suggested revisions. Unless otherwise agreed, the review and comments will be provided within the turn -around time specified in the final Project Schedule, i.e., 10 business days. Deliverable 3.1.1: City Comments Task 3.1.2 Final IT Strategic Plan This task will entail incorporating the City's comments to produce the final ITSP report. ITSP initiatives identified in this deliverable will form the basis for developing the final ITSP Roadmap. Assumptions: 1. The final ITSP will be provided in MS Word and PDF files. Deliverable 3.1.2: IT Strategic Plan Task 3.2 ITSP Initiative Prioritization Task 3.2.1 ITSP Initiative Prioritization The task will entail running the ITSP initiatives identified in previous task through a prioritization model, which includes a range of weighted performance parameters aligned with the City's business strategy, business objectives, and tangible internal/public benefits. This is an iterative process: ThirdWave will do the first cut and do the second cut with the City's Project Manager via an online Zoom working session. A final cut will be produced after the budget estimate has been completed. Typical prioritization criteria used by ThirdWave includes the following, although these can be modified if the City desires: Prioritization Criteria 1. Times identified in the ITSP project (Rapid Workflow® workshops, survey, focus groups and management interviews) 2. Improved Customer Services 3. Cost Savings/Cost Avoidance 4. Business Process Improvement 5. Potential revenue generation Deliverable 3.2.1: ITSP Initiative Prioritization Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Task 3.3 ITSP Implementation Roadmap Task 3.3.1 Draft ITSP Implementation Roadmap This task will entail articulating the overall business and technology implementation roadmap that is technologically strategic, financially responsible, and sustainable. The document will contain a 5 -year plan for implementing a prioritized list of ITSP initiatives, including the acquisition and implementation of strategic business technologies and/or professional services. The ITSP will provide recommendations for short-term transitions as well as long-term strategic direction. The previous task (the ITSP) will articulate the "what", this task will articulate "when" ITSP initiatives will be deployed and a rough order of magnitude budget estimates. The ITSP Implementation Roadmap will address the following: • Prioritized ITSP Initiatives • ITSP 5 -Year Budget Estimate by year (total cost of ownerships of one-time professional services costs, one-time systems costs, one-time software costs and ongoing software maintenance costs) • ITSP Implementation Timeline • ITSP Benefits The Draft ITSP Implementation Roadmap will be provided to the City for review and comments. Assumptions: 1. ThirdWave will work with the City to identify quantity assumptions. 2. Gross Suggested Retail Pricing will be used for all costs, unless systems costs relate to existing systems where the City has existing relationships/contracts with vendors, in which case existing pricing structures will be used. 3. This task will produce high level rough order of magnitude budget estimates, not price quotes. 4. An electronic copy of the ITSP Implementation Roadmap Excel spreadsheet will be provided to the City for review and comments. Deliverable 3.3.1: Draft ITSP Implementation Roadmap City 3.3.1 Review & Comment Task 3.3.2 This task will entail the City reviewing the draft deliverable and providing comments and suggested revisions. Unless otherwise agreed, the review and comments will be provided within the turn -around time specified in the final Project Schedule, e.g., 10 business days. Deliverable 3.3.1: City Comments ITSP Implementation Roadmap This task will entail incorporating City comments to produce the final enterprise ITSP Roadmap deliverable. The final ITSP Roadmap will be provided as MS Word and PDF files. Deliverable 3.3.2: ITSP Implementation Roadmap Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Task 3.4 Executive Presentation Task 3.4.1 Task 3.4.2 Produce ITSP Executive Presentation This task will entail producing an executive level presentation of the ITSP Roadmap for the City's leadership team. This presentation will be provided to the City's project team and department heads for review, comments and revisions. Deliverable 3.4.1: ITSP Executive Presentation Present ITSP Executive Presentation This task will entail providing an onsite presentation to City executives/elected officials. Deliverable 3.4.2: Present ITSP Executive Presentation Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 EXHIBIT B PRICE SCHEDULE 5.1 Fixed Fee Cost Proposal This cost estimate is based on the City's organizational structure and the IT department's make up. As such, this project estimate is open for further discussion. clarification, and adjustment during contract negotiations, should it be necessary. Upon mutual agreement on the final Scope of Work and deliverables, professional services will be provided on a fixed - fee, deliverable -based, Professional Services Agreement. The following provides a summary of costs. Figure 5.1.1: Cost Summary Phase 0 Phase 1 Phase 2 Phase 3 Project Management Discovery Assessment IT Strategic Plan & Roadmap 8,395 8,552 62,088 30,965 Total Cost$ 110,000 5.2 Detailed Payment Schedule The following figure provides a cost proposal including a detailed breakdown of project costs, deliverable and payment schedule. Figure 5.2.1: Detailed Payment Schedule Phase Descri • tion Subtask Task Phase PHASE 0 PROJECT MANAGEMENT 8,395 Task 0.1 Project Kick-off Meeting 2,535 Deliverable 0.1: Project Kick -Off Meeting Task 0.2 Ongoing Weekly Meetings 4,800 Deliverable 0.2: Ongoing Weekly Meetings Task 0.3 Monthly Status Reports 1,060 Deliverable 0.3: Monthly Status Reports PHASE 1 DISCOVERY 8,552 Task 1.1 Review Existing IT/GIS Documentation 884 Deliverable 1.1: Review Existing Documentation Task 1.2 IT Systems Inventory 511 Deliverable 1.2: Application Portfolio & Systems Inventory Spreadsheet Task 1.3 Application Interaction Diagram Review 1,926 Deliverable 1.3: Updated Application Interaction Diagram Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Task 1.4 IT Focus Groups Gap Analysis 2,314 Task 1.4.1 Hold IT Focus Groups 1,500 Deliverable 1.4.1: Hold IT Focus Groups Task 1.4.2 IT Focus Group Findings 814 Deliverable 1.4.2: IT Focus Group Findings Task 1.5 Online Staff Survey 2,917 Task 1.5.1 Produce Online Staff Survey 1,151 Deliverable 1.5.1: Online Staff Survey Task 1.5.2 Compile Staff Survey Data 1,766 Deliverable 1.5.2: Online Staff Survey Findings Phase 2 ASSESSMENT 62,088 Task 2.1 City Administration/Management Interviews 4,470 Task 2.1.1 Hold City Administration/Management Interviews 2,772 Deliverable 2.1.1: Interviews Task 2.1.2 Incorporate Management Comments 1,698 Deliverable 2.1.2: Interviews Findings Task 2.2 IT/GIS Staffing & Organizational Structure 4,536 Task 2.2.1 IT/GIS Staff Skills Assessment 1,132 Deliverable 2.2.1: Online IT Skills Assessment Survey Task 2.2.2 IT/GIS Organizational Workshop 1,360 Deliverable 2.2.2: IT/GIS Organizational Workshop Task 2.2.3 Final Organizational Assessment 2,044 Deliverable 2.2.3: IT/GIS Organizational Assessment Findings Task 2.3 Cyber Security Risk Assessment 11,700 Task 2.3.1 Cyber Security Risk Assessment 1,989 Deliverable 2.3.1: Cyber Security Risk Assessment Task 2.3.2 Cyber Security Risk Analysis 5,733 Deliverable 2.3.2: Cyber Security Risk Analysis Task 2.3.3 Cyber Security Risk Action Plan 1,989 Deliverable 2.3.3: Cyber Security Risk Action Plan Task 2.3.4 Future Cyber Security Risks (next 5 years) 1,989 Deliverable 2.3.4: Future Cyber Security Risk Assessment Task 2.4 Cost Analysis 8,160 Task 2.4.1 City IT/GIS Cost Analysis 5,440 Deliverable 2.4.1: City IT/GIS Cost Analysis Task 2.4.2 Benchmark Summary 2,720 Deliverable 2.4.2: Cost Analysis Findings Task 2.5 Business Requirements Definition 31,048 Task 2.5.1 Hold Rapid Workflow® Workshops 21,384 Deliverable 2.5.1: Rapid Workflow(' Workshops Task 2.5.2 Document As -Is Rapid Workflow(' Process Models 8,076 Deliverable 2.5.2: Draft Rapid Workflow(' Models Task 2.5.3 Final Business Process Requirements 1,588 Deliverable 2.5.3: Business Process Gap Analysis Task 2.6 IT Governance 2,174 Task 2.6.1 Hold IT Governance Workshop 1,132 Deliverable 2.6.1: Hold IT Governance Workshop Task 2.6.2 Final IT Governance Findings 1,042 Deliverable 2.6.2: IT Governance Recommendations Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Phase 3 IT STRATEGIC PLAN & ROADMAP 30,965 Task 3.1 Information Technology Strategic Plan 12,248 Task 3.1.1 Draft ITSP Findings & Recommendations 9,072 Deliverable 3.1.1: Draft IT Strategic Plan Task 3.1.2 Final IT Strategic Plan 3,176 Deliverable 3.1.2: IT Strategic Plan Task 3.2 ITSP Initiative Prioritization 2,292 Task 3.2.1 ITSP Initiative Prioritization 2,292 Deliverable 3.2.1: ITSP Initiative Prioritization Task 3.3 ITSP Implementation Roadmap 10,088 Task 3.3.1 Draft ITSP Implementation Roadmap 7,624 Deliverable 3.3.1: Draft ITSP Implementation Roadmap Task 3.3.2 ITSP Implementation Roadmap 2,464 Deliverables 3.3.2: ITSP Implementation Roadmap Task 3.4 Executive Presentation 6,337 Task 3.4.1 Produce ITSP Executive Presentation 2,698 Deliverable 3.4.1: ITSP Executive Presentation Task 3.4.2 Provide Executive Presentation 3,639 Deliverable 3.4.2: Provide Executive Presentation Total Cost $ 110,000 5.3 Travel Costs The tasks in this proposal will be carried out remotely via Zoom sessions. However, the following tasks will be provided on site: • Project Kick-off Meeting • Rapid Workflow® Workshops • Executive Presentation: City Council, should the City require it The costs for onsite tasks are included in the fixed fee cost identified in Figure 5.2.1, Detailed Payment Schedule, above. 5.4 Hourly Rates The figure below provides the names of our project team, and their title and hourly billing rates. Figure 5.4.1: Hourly Billing Rates Name Title Hourly Rate Roy Hernandez Project Manager 150 Mitch Meier Enterprise Services Manager 125 Sergio Hernandez Senior Strategic Planning Consultant 115 Aymee Barajas Business Analyst 90 Jim FalinSenior DB/Application Programmer 80 Jim Kelton Senior Cyber Security Consultant 175 Curt Gilbert Certified Information Systems Auditor 175 Dan McNulty Chief Technology 150 Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has beenproperly executed by Vendor. • Name: Position: Roy R. Hernandez. President/CEO Signature • Name: Position: Sergio Hernandez, Executive Vice President/COO Signature • Name: Position: Signature Name: Signature of President / CEO Other Title: Date: 17 June 2022 Professional Services DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 City of Pearland 3519 Liberty Drive Pearland, TX 77581 Purchasing Department 281.652.1775 ebids a(�pearlandtx.gov Contractor Insurance Requirements & Agreement Contractors performing work on City property or public right-of-way for the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s) evidencing the coverages and coverage provisions identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor's policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland. Listed below are the types and amounts of insurances required. The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. TYPE OF INSURANCE AMOUNT OF INSURANCE PROVISIONS Workers' Compensation Statutory Limits For WC, CGL, and BAL, the City is + Employers' Liability (WC) $1,000,000 per occurrence to be provided a WAIVER OF 1. SUBROGATION. 2. Commercial General (Public) Liability (CGL) to include coverage or: a) Premises/Operations b) Products/Completed Operations c) Independent Contractors d) Personal Injury e) Contractual Liability Personal Injury - $1,000,000 per person; Property Damage - $1,000,000 per occurrence; General Aggregate - $2,000,000 CGL and BAL, City to be listed as additional insured and provided 30 - day notice of cancellation or material change in coverage. WC, CGL and BAL, City shall be provided 30 -day notice of cancellation or material change in coverage. 3. Business Auto Liability (BAL) to Combined Single Limit - include coverage for: a) Owned/Leased vehicles b) Non -owned vehicles c) Hired vehicles $1,000,000 CGL will include a non-contributory addendum. f the contract involves a professional service, the contractor will also be required to provide the City with professional liability insurance in an amount of at least $1,000,000. Certificate of Insurance forms may be emailed to: Purchasing Department at ebids@pearlandtx.gov. Questions regarding required insurance should be directed to City of Pearland Purchasing Department, at ebids@pearlandtx.gov. This form must be signed and returned with your bid/quotation. You are stating that you do have the required insurance and if selected to perform work for the City, will provide a certificate of insurance, and a copy of insurance policy with the above requirements to the City. A purchase order will not be issued without evidence of required insurance. Agreement I agree to provide the above described insurance coverages within 10 working days if selected to perform work for the City of Pearland. I also agree to provide the City evidence of insurance coverage on any and all subcontractors performing work on the project. Project/Bid # P0122-01 Company: ThirdWave Corpora Signature and Printed Name: _ DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 ACCIRL] �� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 5/6/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NICKERSON INSURANCE SERVICES LIC #0491589 2106 West Lomita Blvd. Lomita CA 90717 CONTACT Rebekah Van Maanen NAME: PHO(A/C. No. ,Extr (310)326-6333 I FAX No): (310)326-5416 E-MAIL ADDRESS: Rebekah@nickersonins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Philadelphia Indemnity Ins Co 18058 INSURED Thirdwave Corporation 12100 W Olympic Blvd #800 Los Angeles CA 90025 INSURER B: Travelers Casualty Insurance Company of 19046 INsuRERc:Underwriters at Lloyds of London INSURER D : Topa Insurance Co INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER:21-22 GL/UMB/E&O 22-23 AU REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL ICLAIMS-MADE LIABILITY X OCCUR PHBX20001487 10/24/2021 10/24/2022 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 250,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS BA1N490358 3/5/2021 3/5/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLALIAB EXCESS LIAR X OCCUR CLAIMS -MADE PHUB784635 10/24/2021 10/24/2022 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ C D E&O Claims Made Retro 9-2-97 Auto Excess Liability Esx0133425269 XL0020323501 9/25/2021 3/5/2022 9/25/2022 3/5/2023 Limit of Liability $2,000,000 Ded $2,500 Each Occurence $1,000,000 Agg $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is hereby included as an additional insured on the liability with respects to claims arising from the insureds covered operations Coverage is to be primary and non contributory and a waiver of subrogation is included. 30 days notice of cancellation subject to 10 days notice for non payment of premium. CERTIFICATE HOLDER CANCELLATION ebids@pearlandtx.gov City of Pearland 3519 Liberty Drive Pearland, TX 77591 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Sarah Kelly/DMP ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 Thirdwave Corporation PHBX20001487 10/24/2021 - 10/24/2022 PI -BP -001 (9/05) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY -ELITE ENHANCEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company providing this insurance. Part 1: Property Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM: 1. Increased Glass Limits Section A. Coverage, item 4.b. is replaced by: b. With respect to glass (other than glass building blocks) that is part of the interior of a building or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss or damage in any one occurrence. This Limitation does not apply to loss or damage by the "specified causes of loss", except vandalism. 2. Increased Fire Department Service Charge Section A. Coverage, item 5.c. is replaced by: c. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $3,000 for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. 3. Reduced Waiting Period and Longer Duration for Civil Authority Coverage Section A. Coverage, item 5.i. is replaced by: i. Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises due to direct physical loss of or damage to property, other than at the described premises, caused by or resulting from any Covered Cause of Loss. The coverage for Business Income will begin 48 hours after the time of that action and will apply for a period of up to three consecutive weeks after coverage begins. Page 1 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 PI -BP -001 (9/05) The coverage for necessary Extra Expense will begin immediately after the time of that action and ends: (1) 5 consecutive weeks after the time of that action; or (2) When your Business Income coverage ends; whichever is later. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance. 4. Broadened Personal Property Coverage Section A. Coverage, item 1.b., the first paragraph is replaced by: b. Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 1,250 feet of the described premises, including: 5. Increased limits for Personal Property Off Premises Section A. Coverage, item 6.b. is replaced by: b. Personal Property Off Premises You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money" and "securities", "valuable papers and records" or accounts receivable, while it is in the course of transit or temporarily at a premises you do not own, lease or operate. The most we will pay for loss or damage under this Extension is $10,000. 6. Increased limits for Outdoor Property Section A. Coverage, item 6.c. is replaced by: c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $5,000, but not more than $1,000 for any one tree, shrub or plant. 7. Fire Extinguisher Recharge Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut-off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction. The most we will pay for loss or damage under this extension is $3,000. Page 2 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 PI -BP -001 (9/05) No deductible shall apply to this coverage. 8. Business Income Enhancement Section A. Coverage, item 5. Additional Coverages, section f. Business Income is amended as follows: The reference to "60 days" as the limitation on payroll expenses is replaced by "365 days." 9. Lock Replacement Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover necessary expense to repair to replace exterior or interior door locks of a covered building: a) If your door keys are stolen in a covered theft loss; or b) When your property is damaged and your door keys are stolen by the burglars. The most we will pay under this extension of $250 for any one occurrence. 10. Removal of Sewer Backup Exclusion Section B. Exclusions, item g(3) is amended to include: Backups of sewers will not be excluded, but the most we will pay for such losses is $500 in the policy period. Part 2: Liability Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS LIABILITY COVERAGE FORM: 1. Medical Payments If Medical Payments Coverage (Coverage A.2.) is not otherwise excluded from this Coverage Part: The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section D) to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Supplementary Payments In the Supplementary Payments — (Coverage A.1.d.): 1. The limit for the cost of bail bonds (item (2)) is changed from $250 to $500; and 2. The limit for loss of earnings (item (4)) is changed from $250 a day to $500 a day. 3. Blanket Additional Insureds Who is An Insured (Section C) is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each of the following is also an Insured: a. any Contractor, including contracting governmental entities, who hires you as their subcontractor; b. any person or organization who has an ownership interest in you; c. any lessor of leased equipment, who rents equipment to you, but only with respect to liability arising out of the maintenance, operation, or use by you, provided however that this Page 3 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 PI -BP -001 (9/05) item c. will not apply to (1) any occurrence which takes place after the equipment lease expires; nr (2) "Bodily Injury" or "Property Damage" arising out of the negligence of the lessor or contractor engaged to operate the leased equipment; and d. any owner, mortgagor, lessor, landlord, condominium association or manager of a premises leased by you, but only for "occurrences" that take place while you occupy the premises, provided however that this item d. will not apply to structural alterations, new construction, or demolition operations; and With regard to parties applicable under items a. through d. above, the Insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained in this section C. shall serve to nullify matters excluded under section B. of the policy. 4. Bodily Injury - Mental Anguish The definition of "bodily injury" is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. 5. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. 6. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS - COVERAGES A.1.d., the following is added: (8) We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding, provided, however that you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs, and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $2,500 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." 7. Amendment of Aggregate Limit SECTION D.4. — Aggregate Limits, item B is replaced by: b. All other injury or damage, including medical expenses, arising from all "occurrences" during the policy period is three times the Liability and Medical Expenses limit. This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire or explosion. 8. Amendment to Watercraft Exclusion Part B- Exclusions, item g.(2)(a) is amended by the following: The phrase "less than 26 feet" is replaced by "less than 51 feet." Page 4 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 PI -BP -001 (9/05) Part 3: Amendment of Conditions: 1. Other provisions of the policy notwithstanding, this policy will be primary for all losses covered herein, and the existence of other insurance will not serve to reduce our obligation. 2. You will have the right to waive our rights of recovery prior to a loss with respect to any party. This must be done in writing to affect our rights. Page 5 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 POLICYHOLDER COPY STATE COMPgNSATION IN SLIRANC6 FUND ISSUE DATE: 05-06-2022 CITY OF PEARLAND 3519 LIBERTY DR PEARLAND TX 77581-5416 P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE GROUP: POLICY NUMBER: 1269831-2021 CERTIT 1CATE a 124 CERTIFICATE EXPIRES: 10-01-2022 10-01-2021/10-01.2022 THIS CERTIFICATE SUPERSEDES AND CORRECTS CERTIFICATE 4 123 DATED 05-0G-2022 SC JOB:ALL CALIFORNIA LOCATIONS This is to certify that we have issued a valid Workers' Compensation insurance policy in a form aoprdved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance Policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. /v - .,���4� --t.--r.--",--• Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2022-05-06 IS ATTACHED TO AND FORMS A PART DF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF PEARLAND ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 10-01-2021 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ENDORSEMENT #2570 ENTITLED WAIVER OF SUBROGATION EFFECTIVE 2022-05-06 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. THIRD PARTY NAME: CITY OF PEARLAND ENDORSEMENT #2572 ENTITLED BLANKET WAIVER OF SUBROGATION EFFECTIVE 2021--10.01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY EMPLOYER THIRDWAVE CORPORATION 12100 WILSHIRE BLVD STE S00 LOS ANGELES CA 90025 SC i5ev,7-21)14} [JMJ,CN] PRINTED : 05-06-2022 DocuSign Envelope ID: FBEE068C-91 A7-4E3B-8E85-BF9CA6242EA9 �-I- AGREEMENT IrItV yI l�]LI■IV 1 STATE CON11°EN$AtIQN I hi SLJRA. hi FUND ROME OFFICE SAN FRANCISCO WAIVER OF SUBROGATION BLANKET BASIS EFFECTIVE OCTOBER 1, 2021 AT 12.01 A.M. AND EXPIRING OCTOBER 1, 2022 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME THIRDWAVE CORPORATION 12100 WILSHIRE BLVD STE 800 LOS ANGELES, CA 90025 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION 1269831-21 RENEWAL SC 1-79-09-55 PAGE 1 OF 1 NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: OCTOBER 4, 2021 2572 AUTHORIZED REPRESENTAfiIVE PRESIDENT AND CEO SCIF FORM 10217 SREV.4-2018! OLD DP 217