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HomeMy WebLinkAboutStaff Report 14528 City of Palo Alto (ID # 14528) City Council Staff Report Meeting Date: 6/20/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approval of a Contract with EPI-USE Labs, LLC to Host Online the City's SAP ERP System and Provide Related Services in an Amount Not to Exceed $2,214,140 (including of $2,014,140 for Basic Services and a Contingency of $200,000 for Additional Services Approved by City via Task Order) over a Three-and-a-Half-Year Term From: City Manager Lead Department: City Clerk The contract for this item was not included in the original production of the packet and is produced as part of a late packet distribution. Attachments: • C22182051 EPI-USE AWS & SAP Basis Support Svcs City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 1 of 69 CITY OF PALO ALTO CONTRACT NO. C22182051 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND EPI-USE LABS, LLC This Agreement for Professional Services (this “Agreement”) is entered into as of the 21st day of June, 2022 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and EPI-USE LABS, LLC, a Wyoming limited liability company, located at 2002 Summit Boulevard, #825, Atlanta, GA, 30319 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to obtain information technology support to the City’s AWS Cloud and SAP Basis Services (the “Project”) and desires to engage a consultant to provide information technology professional services, cloud computing hosting and support services, and as-needed SAP application technical / functional support services in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2025, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. The parties may agree to extend the term of this Agreement via written amendment pursuant to Section 29.4 herein. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 2 of 69 CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Million Fourteen Thousand One Hundred Forty Dollars ($2,014,140.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not-to-exceed compensation amount of Two Hundred Thousand Dollars ($200,000.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two Million Two Hundred Fourteen Thousand One Hundred Forty Dollars ($2,214,140.00), as detailed in Exhibit C. “Additional Services” 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 described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 3 of 69 SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. Notwithstanding the above, nothing in this Section 8 shall be construed to require CONSULTANT to be responsible for an error/omission arising from the gross negligence, active negligence or willful misconduct of the CITY, its officers, employees, agents or contractors, that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by CONSULTANT, its officers, employees, agents or contractors under this Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 4 of 69 SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: Peloton Group LLC Amazon Web Services, Inc. (“AWS”) CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Lyall Hinton, Account Manager, as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 5 of 69 CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Jitendra Kulkarni, Information Technology Department, 250 Hamilton Avenue, Palo Alto, CA,94301, Telephone: (650) 329-2466. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. Day-to-day communications by CITY regarding the implementation of the Scope of Services (Exhibit A), including for example and without limitation communications relating to acceptance, escalation or other day-to-day implementation issues, shall be given either in writing or via e-mail to the Key Contacts listed in the Scope of Services (Exhibit A). Notwithstanding the foregoing, any legal notices, including for example and without limitation, notice of alleged breach, suspension and termination, shall be made pursuant to Section 20 (Notices) of this Agreement. SECTION 14. INTELLECTUAL PROPERTY; DATA. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, calculations, documents, and other materials and copyright interests developed under this Agreement, in any format or media, as unique to this engagement with CITY, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. 14.1 Intellectual Property Rights in the Consultant Products. The parties understand and agree that pursuant to this Agreement, CONSULTANT will provide online hosting and management for the CITY’s enterprise resource planning (ERP) software system (“ERP system”) which is licensed to the CITY pursuant to separate contract(s) between CITY and the provider(s) of the ERP system and any constituent components thereof. Pursuant to this Agreement, CONSULTANT will host and manage the CITY’s ERP system on CITY’s behalf on Amazon Web Services (“AWS”) utilizing AWS’s platform-as-a-service (“PAAS”) and infrastructure-as-a-service (“IAAS”) capabilities to provide the Services to the CITY and its Authorized Users (defined below) as detailed in this Agreement. In providing the Services to the CITY under this Agreement, CONSULTANT and/or its third-party licensor(s), as applicable, shall retain all right, title, and interest in and to any Consultant Products (as defined below) utilized in providing the Services. CITY acknowledges that any Consultant Products provided pursuant to this Agreement whether separately or included in any deliverable and/or work product, are the exclusive property of CONSULTANT (or its third-party licensor) and remain so notwithstanding the license granted to CITY in the paragraph below. The Consultant Products are the confidential and proprietary information of CONSULTANT or such third-party licensor, and the products also may be protected by the copyright, patent, trade secret and/or intellectual property laws of the United States, United Kingdom and other countries. For purposes of this Agreement, Consultant Product shall mean, CONSULTANT’S (or a third-party’s licensed to CONSULTANT) proprietary software, software products, and any other inventions, intellectual property, know-how, proprietary data and materials supplied by CONSULTANT to CITY under this Agreement (whether as part of the Services, a deliverable, work product or otherwise) including, without limitation any Consultant Product so designated in the Scope of Services and the products marketed under the CONSULTANT brand, including but not limited to: Data Sync Manager DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 6 of 69 (DSM), DSM Client Sync (CS), DSM Object Sync (OS), DSM Data Secure (DS), DSM System Builder (SB), Variance Monitor (VM), Query Manager (QM), Advanced Time Process Manager (ATPM), and Unified Platform, as well as the AWS PAAS and IAAS utilized in the provision of Services under this Agreement, plus any enhancements or modifications made at any time to any of the above. 14.2 Grant of Right to Use the Consultant Products. Subject to the terms of this Agreement, CONSULTANT hereby grants to CITY a non-exclusive, non-assignable license to access and use the Consultant Products for the term of this Agreement as contemplated herein. The license granted to CITY hereunder includes the right to provide to the CITY’s Authorized Users access to and use of the Consultant Products in accordance with this Agreement. “Authorized User” means a person authorized by CITY to access and use the ERP system and/or Consultant Products, including any CITY employee, contractor, consultant, or agent, or any other individual or entity authorized by CITY. If the Consultant Products provided pursuant to this Agreement consist of, or includes, public-facing functionalities, the license granted hereunder also extends to public users to access and use the public-facing functionalities of the Consultant Products. CONSULTANT warrants that it has the right to provide the foregoing license to access and use the Consultant Products pursuant to this Agreement, that CONSULTANT has obtained any and all necessary permissions from third parties to provide the Consultant Products, and that access to and use of the Consultant Products by CITY and its Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. 14.3 Restrictions on Use of Consultant Products. 14.3.1 Title to the Consultant Products. CITY acknowledges that title to the Consultant Products shall at all times remain with CONSULTANT and/or its third-party licensors, and that CITY has no rights in the Consultant Products except those expressly granted under this Agreement. 14.3.2 Proprietary Markings. CITY agrees not to remove, obscure or modify any copyright or other proprietary markings or legends placed upon or contained within the Consultant Products or included in or on the materials, if any, produced by the Consultant Products. 14.3.3 Unauthorized Use. CITY agrees not to knowingly permit anyone other than Authorized Users to access or use the Consultant Products. 14.3.4 Proprietary Information. CITY acknowledges that the Consultant Products are proprietary and confidential in nature to CONSULTANT and/or its third- party licensors. CITY will use commercially reasonable efforts to prevent unauthorized access to and use of the Consultant Products. 14.4 Ownership of Data; Grant of License to City Data. The parties acknowledge and agree that CITY owns the City data, content, documents, materials and other information, in any format or media, collected, stored, imported or inputted into, or gathered by, the ERP system and/or Consultant Products, including without limitation data from third parties (“City Data”); that the CITY has a right to control, access and retrieve City Data at any time during the term of the Agreement, in computer-readable format. The CITY hereby grants to DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 7 of 69 CONSULTANT and its subcontractors, if any, the limited, non-exclusive, non-transferable, revocable rights to access and use City Data during the term of this Agreement solely for the purposes of performing CONSULTANT’s obligations to CITY hereunder and supporting CITY’s use of the ERP system and/or Consultant Products hereunder, as well as to generate aggregated, system-wide collations of industry and business data in a non-attributed, non-identifiable manner for product improvement and product creation that does not identify CITY or detail of its particular data, and as is otherwise expressly permitted under this Agreement. This Agreement does not grant CONSULTANT or its subcontractors, if any, any intellectual property license or rights in or to the City Data except those expressly granted herein. Upon termination or expiration, if CITY will leave the ERP system and/or Consultant Products, CONSULTANT and CITY shall work together to provide CITY with a copy of City Data in mutually-agreed computer-readable format(s). CITY shall have the option to choose from one of several methods to obtain a copy of City Data. Once such data has been provided to CITY, CONSULTANT shall use, or cause to be used, industry-standard secure means of destruction or erasure of any City Data remaining in its possession and, at the CITY’s request, certify the same. 14.5. Data Security. CONSULTANT will maintain, or cause to be maintained, a data security program for the ERP system that will include reasonable administrative, physical, technical, organizational and other security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration of, any City Data accessed by CONSULTANT and its subcontractors, if any, in the performance of this Agreement including without limitation City Data processed or stored by the ERP system and/or Consultant Products. Contractor will provide security for its networks and all internet connections consistent with industry best practices, and will promptly install all patches, fixes, upgrades, updates and new versions of any security software it employs. City Data will be encrypted at rest and in transit with controlled access. 14.6. Backup and Recovery of City Data. As a part of the Services, CONSULTANT is responsible for maintaining a backup of City Data and for an orderly and timely recovery of such data in the event of data corruption or interruption of the Services. Unless otherwise described in Exhibit A (Scope of Services), CONSULTANT will maintain a contemporaneous backup of City Data that can be recovered within the requirements in this Agreement and as outlined in the service level obligations detailed in Exhibit A (Scope of Services) and maintain the security of City Data as further described herein. CONSULTANT’S backup of City Data will not be considered in calculating storage used by City. 14.7. Notification of Legal Requests. CONSULTANT will immediately notify City upon receipt of any subpoenas, service of process, litigation holds, discovery requests and other legal requests (“Legal Requests”) related to City’s Data under this Agreement, or which in any way might reasonably require access to City’s Data, and in no event later than 24 hours after it receives the request. CONSULTANT will not respond to Legal Requests related to City without first notifying City other than to notify the requestor that the information sought is potentially covered under a non-disclosure agreement. CONSULTANT will retain and preserve City Data in accordance with the City’s instruction and requests, including, without limitation, any retention schedules and/or litigation hold orders provided by the City to CONSULTANT, independent of where the City Data is stored. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 8 of 69 representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. For the avoidance of doubt, any such auditing shall be done at CITY’s own cost and upon reasonable notice to CONSULTANT. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the gross negligence, active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 16.A. LIMITATION OF LIABILITY. 16.A.1. LIMITATION OF LIABILITY OF CONSULTANT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CONSULTANT BE LIABLE TO CITY, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OR FOR ANY LOSS OF PROFIT OR LOSS OF BUSINESS BY CITY, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. EXCEPT AS PROVIDED IN THE IMMEDIATELY FOLLOWING SENTENCE, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OF CONSULTANT TO CITY EXCEED ONE THIRD THE DOLLAR AMOUNT PROVIDED FOR IN SECTION 4 (“NOT TO EXCEED COMPENSATION”) OF THIS AGREEMENT FOR EACH ANNUAL TERM OF THE AGREEMENT. CONSULTANT'S LIABILITY LIMIT SET FORTH HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY CONSULTANT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (2) CONSULTANT'S OBLIGATIONS TO INDEMNIFY AND DEFEND CITY PURSUANT TO SECTION 16 (“INDEMNIFICATION”) OF THIS AGREEMENT, (3) LIMIT CLAIMS OR GENERAL DAMAGES THAT FALL WITHIN THE DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 9 of 69 INSURANCE COVERAGE OF THIS AGREEMENT, (4) STATUTORY DAMAGES, AND (5) WRONGFUL DEATH CAUSED BY CONSULTANT. 16.A.2. LIMITATION OF LIABILITY OF CITY. CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 4 (“NOT TO EXCEED COMPENSATION”) OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT. CITY’S LIABILITY LIMIT SET FORTH HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY CITY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. SECTION 16.B. WARRANTY LIMITATIONS. CONSULTANT shall not be liable for any system errors, incorrect results or any other damage or malfunction to the extent caused by functionality created by CITY, its employees, its CITY consultants, or its CITY contractors using Consultant Products, nor shall CONSULTANT and CONSULTANT employees and contractors trouble-shoot or repair such non-authorized CITY-created functionality cost-free. In no case shall CITY’s use of any customization option made available by CONSULTANT within its Consultant Products (for example and without limitation a define-your-own ticket type or ticket description within CONSULTANT’s Client Central Consultant Product) be deemed a non-authorized CITY- created functionality for purposes of any warranty limitation provided in this Section 16.B. Troubleshooting of any non-authorized CITY-created functionality shall be excluded from any existing standard service level agreement between the parties and shall be performed upon execution and approval of a Task Order pursuant to Section 4 (Not to Exceed Compensation) or a written amendment to this Agreement pursuant to Section 29.4 herein, at the same hourly rate (or agreed fixed rate) for services as stated in this Agreement. All Services, deliverables and/or work products will conform materially to the requirements and specifications for such Services, deliverables and/or work products as set forth in this Agreement and any applicable Task Order or amendment hereto. All Services, deliverables and/or work products will be provided in a professional and workmanlike manner in accordance with Section 6 (Qualifications/Standard of Care) of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 10 of 69 obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving sixty (60) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Intellectual Property; Data), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Intellectual Property; Data). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 11 of 69 up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 12 of 69 SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 13 of 69 employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 14 of 69 provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 15 of 69 Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS EXHIBIT E: INFORMATION PRIVACY POLICY EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS EXHIBIT G: ADDENDUM – SUPPLEMENTAL TERMS – AWS SOLUTION PROVIDER PROGRAM FOR END CUSTOMERS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 16 of 69 CONTRACT No. C22182051 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee EPI-USE LABS, LLC Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 Kevin Mukheibir Global Managed Services Lead Lyall HintonLyall Hinton VP Services, AmericasVP Services, Americas City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 17 of 69 EXHIBIT A SCOPE OF SERVICES The CONSULTANT will provide Hosting Services in AWS Cloud and SAP Basis Support Services for the City’s ERP system, including the Services detailed below in this Exhibit A, entitled “SCOPE OF SERVICES.” SCOPE OF SERVICES – OVERVIEW This scope of services overview summarizes at a high level the Services to be provided, broken out into Tasks 1-5, which carry over to Exhibit B (Schedule of Performance) and Exhibit C (Compensation). Following this overview, the scope of services is provided in greater detail. A. (TASK 1) Transfer to CONSULTANT the CITY’s existing Amazon Web Services (AWS) hosting account in AWS cloud CONSULTANT will transfer to CONSULTANT the CITY’s existing Amazon Web Services (AWS) hosting account for the CITY’s ERP system including but not limited to the following activities: (1) Perform account transfer process in AWS cloud to CONSULTANT from CITY’s current third-party provider to enable the CONSULTANT to assume hosting and management and other services as detailed in this Agreement. B. (TASK 2) Maintain account with AWS for hosting City’s infrastructure CONSULTANT will maintain the CITY’s account with AWS for hosting the CITY’s ERP system, including but not limited to the following account activities: (1) Pay annual hosting fees to AWS for maintaining City’s infrastructure. C. (TASK 3) Perform hosting and networking maintenance services CONSULTANT will provide hosting and maintenance services including but not limited to the following: (1) Ensure uptime and security of all SAP related servers. (2) Offer Operating System support (SUSE Linux and Windows) on an as needed basis. (3) Offer Networking support on an as needed basis (e.g. opening of firewall ports, etc.). (4) Share AWS pricing details (including AWS billing invoices per month) for all hosted AWS services and help City realize any pricing discounts as and when offered by AWS. (5) Share Cloudwatch report on a monthly basis and latest resource consumption. (6) Share AWS hosting bill on a monthly basis. (7) Manage and configure firewall in AWS for Direct Connect and Internet access from AWS. (8) Manage and configure Site to Site and Client to Site VPN for AWS access. (9) Ensure designated City staff members have full read access to the AWS administrator console for auditing and troubleshooting purposes. (10) Help with Security Penetration testing services as and when requested. (11) Provide documentation and cross-training to City’s Operations staff as requested. D. (TASK 4) Perform SAP Basis Services DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 18 of 69 CONSULTANT will provide SAP Basis Services including but not limited to the following: (1) Ensure all SAP systems are available in AWS cloud and performing as per SLA. (2) Perform backups regularly [Server level and Database level]. (3) Restore servers and/or databases when necessary [All SAP servers are running on HANA database; one interface application servers are running on MySQL]. (4) Apply SAP Kernel patches as necessary [Once a quarter or six months]. (5) Apply Database patches as necessary [Once a year or so]. (6) Apply SAP HR legal patches and other required support packs/stacks as necessary [Usually once a year]. (7) Monitor SAP applications and resources using SAP Solution Manager [Solution Manager is already configured]. (8) Help with performance tuning of SAP application and/or databases. (9) Provide documentation and cross-training to City’s Basis staff as requested. (10) Provide access to City’s Basis staff at OS and Database level as needed basis and consider them as an extension to your own Basis team. (11) Share resumes of all potential Basis resources that support City’s SAP environment. E. (TASK 5 – Additional Services) Perform ad-hoc services on as needed requests that are not covered in the Scope of Services. These services constitute Additional Services under Section 4 (Not to Exceed Compensation) of this Agreement, implemented pursuant to City-approved Task Order as detailed in Section 4. Examples of such Additional Services include without limitation: (1) Perform ad-hoc (Additional Services per Section 4) hosting and networking services such as enabling additional AWS services, building new application and/or database servers that are not included in the Scope of Services. (2) Perform ad-hoc (Additional Services per Section 4) Basis services such as installation and configuration of new SAP applications and SAP HANA databases that are not included in the Scope of Services. (3) Perform other ad hoc (Additional Services per Section 4) services that are not included in the Scope of Services as may be requested by CITY. (4) Any Managed Services specifically requested by the City of Palo Alto outside normal business hours (except for P1 incidents and in-scope Managed Services production system work). (THIS SCOPE OF SERVICES IS CONTINUED ON THE NEXT PAGE.) DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 19 of 69 SCOPE OF SERVICES – IN DETAIL 1. Key Contacts CONSULTANT’s Key Contacts for this Agreement are as follows below. Day-to-day communications regarding implementation of the Agreement are to be directed to the appropriate Key Contact, as detailed in Section 13 (Project Management) of the Agreement. Account Manager: Lyall Hinton Americas Services +1 415 343 5368 lyall@labs.epiuse.com Basis Service Delivery Manager: Arno Groenewald Service Delivery Manager +1 404 528 4347 arnog@labs.epiuse.com AWS (Cloud) Service Delivery Manager: Sethu Manuel Service Delivery Manager +91 949 682 4501 sethu.manuel@epiuse.com Address: 2002 Summit Blvd, #300 Atlanta, Georgia 30319 2. Managed Services Overview The purpose of this Scope of Services is to communicate the objectives, deliverables, and activities to carry out this Scope of Services for the provision of AWS Cloud and SAP Basis Support Services (also referred to herein as the “Managed Services”) for the City’s SAP systems, as defined in Section 14 (Intellectual Property; Data) of this Agreement. The City SAP landscape is used to deliver business critical functions, and it is pivotal that these systems remain reliable and accurate. The Managed Services delivery model is core in supporting such services, which include: • Cloud services (AWS), which include platform and infrastructure services. • Security services providing network and application security protocols to secure and protect valuable personal and City-specific information. • Basis services with specialized SAP platform maintenance services. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 20 of 69 By using EPI-USE developed IP and products, the automated software applications provide the Managed Services team with the ability to proactively monitor, alert and resolve issues before they can cause delays to business-critical functions. The service delivery framework is made possible with a variety of tasks occurring during a calendar year ranging from daily, weekly, monthly, quarterly, bi-annually, and annual activities. A mixture of run-the- services, proactive support, advisory services, and a centralized ticketing environment ensures this continuity can be achieved. These activities form part of the overall Managed Services solution provided to the City. To highlight a few: • 24/7 support, as remote services. • Daily checks, monitoring, alerts, proactive maintenance and housekeeping. • Incident management. • Service level agreement (SLA) tracking. • Operating system, database and SAP system support packs and patching. • System refreshes to non-production systems; and • Client Central for document repository. To carry out this service, EPI-USE Labs will have the responsibility to determine and manage all qualified and skilled resources used to provide the solution as a service to the City. EPI-USE shall provide the City with Managed Services as outlined in this Scope of Services. . On completion of a transition and onboarding period, EPI-USE will commence with the Managed Services offering. Figure 1:EPI-USE Labs Managed Services Scope of Services for the City 3. Operating Model The EPI-USE Managed Services offering provides basis and platform solution coverage across the SAP areas as depicted in Figure 1. The operating model centers around allocating a dedicated single point of contact (SPOC – Service Delivery Managers) per area (Cloud and Basis) to ensure continuity in EPI-USE Managed Services Application Managed Services Basis Managed Services Security Managed Services AWS Managed Services Continuous Improvement Upgrades Patches Monitor SLA Resolve Advisory Self-Service EPI-USE IP (Process, Product, People) as a Foundation Technical Managed Services DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 21 of 69 communication and solution delivery standards. The team structure will consist of a variety of lead functions to manage architecture, risk, basis, and platform streams. Additionally, the team has been structured in an agile manner, ensuring the required delivery capability is readily available through peak periods. To ensure continuity with minimal impact, the Managed Services team members will be selected from the large pool of EPI-USE Labs consultants who will become familiar with the City processes and systems. Some of the main priorities of the Managed Services model will be on monitoring, housekeeping and incident management, governed by Service Level Agreements (SLAs). Incidents, changes, and requests will be raised by CITY with EPI-USE Labs via the EPI-USE ticketing system, Client Central. The EPI-USE Support team will assess incidents quickly and recommend approaches to incident resolution or propose changes to the system. Standby and after-hours support will be provided for production system emergencies and tasks that cannot be executed during normal business hours. An outline of Roles and Responsibilities is outlined in Addendum B, as some activities will be carried out by the City’s internal basis team as detailed therein. Furthermore, SAP basis administration on the Sandbox will be carried out by the City’s internal team, while at the same time, EPI-USE Labs will encourage knowledge transfer activities to the City’s internal Basis team. 3.1 Service Operating hours Normal service operating hours relating to normal business hours is detailed below. This excludes US federal holidays. Monday to Friday: 08:00 to 17:00 US Pacific Time 3.2 Governance The governance structure for EPI-USE’s service delivery will include all stakeholders from EPI-USE and City’s IT department (or other staff as needed) in the service delivery model, along with an escalation process, which will be part of the Managed Services engagement itself. Monthly service review meetings (also referred to as steering committee meetings) will be held to monitor and share information about service delivery, for example, about performance, tickets, incidents, and the status of responses to incidents. The three escalation levels are as follows: • Level 1 – Service Manager (also referred to as Service Delivery Manager) • Level 2 – Account Executive; and • Level 3 – Executive Sponsor. The Service Delivery Manager will resolve most escalations as that role encompasses an overview of all the activities for the City under this Agreement. Issues the Service Delivery Manager cannot resolve will be referred up the escalation structure for resolution at a higher level. The Service Delivery Manager will be the owner of the monthly service reviews and sit on the steering committee for monthly service reviews. Any additional scope (also referred to herein as Additional Services per Section 4 of this Agreement) items to this Agreement will be outlined and a way forward will be discussed in these meetings, to be implemented in accordance with the provisions of this DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 22 of 69 Agreement, for example, pursuant to a Task Order per Section 4 or a contract amendment per Section 29.4. 3.2.1 Governance and Review reporting The following reports will be provided at the monthly service review meeting, or when required: • Platform performance metrics. • End-user response times and trends. • Network statistics. • CPU performance. • System uptime. • Incident SLA reports. • Total number of tickets handled (both AWS- and SAP-related) • Storage and usage. • Backup/DR reporting; and • AV reporting. 3.3 Service Levels (or “Service Level Agreements” or “SLAs”) EPI-USE will adhere to the Service Levels detailed below, providing timely resolution of incidents and technical issues, and ensuring that the City’s SAP enterprise resource planning (ERP) system continues to deliver efficient services to the City’ business units. A Service Level may also be referred to herein as a “Service Level Agreement” or “SLA”. Figure 2:Service Levels (SLA) Px Definition Response time after Notification Provide Solution Time Target Resolution Time Escalation Path P1 Emergency: • Entire organization is affected. • Core business process cannot be carried out. • Security violation. 1 hour 4 hours 1 day Resolution > 1 day Escalation path: Email to Service Manager (1st), Account Executive (2nd). P2 Critical: • Multiple users or departments are directly affected. • Incident has serious impact on critical tasks and no workaround is available. 4 hours 1 day 3 days Resolution > 2 days Escalation path: Email to Service Manager (1st), Account Executive (2nd). DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 23 of 69 • Customer affected. P3 High: • System cannot function as designed or installed. • Small group of users are directly affected. • Compliance timeline is affected. 1 day 3 days Requires resource estimation, City's approval, prioritization, and scheduling P4 Medium: • Small number of users are affected. • Isolated incident. • Degraded performance and/or is difficult to use. 5 days 2-3 weeks Requires resource estimation, City's approval, prioritization, and scheduling P5 Low: • User requests general information, service, or consultation. • Cosmetic enhancements. • Report enhancements. 5 days 4-6 weeks Requires resource estimation, City's approval, prioritization and scheduling * P2-P5 tickets are subject to core business working hours and exclude out-of-hours, weekends, and public holidays, unless by mutual agreement. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 24 of 69 3.3.1 System Availability Service Levels System availability is defined as the availability of any SAP Service. EPI-USE Labs considers a system available, if it can operate the system within the bounds of the services EPI-USE Labs provides. Table 1: System Availability System availability (uptime) Landscape Uptime* Production 99.5% Non-Production 99.0% *Measurement of uptime excludes maintenance windows and other planned downtimes. System Availability percentage is calculated as follows: System Availability Percentage = Total Minutes in the Month −DowntimeTotal Minutes in the Month ∗100 System Availability (“SA”) determines the minimum system uptime commitment. Downtime excludes Total Minutes in the Month attributable to: • Scheduled downtime during a regular maintenance window. • Any other scheduled downtime, which the City has been notified of at least five business working days prior to such scheduled downtime; or • Unavailability caused by factors outside of the Supplier’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided, even if reasonable care had been exercised. Regular Maintenance EPI-USE Labs would preferably like to set a weekly maintenance window for system and infrastructure. During this time, the City should not expect system uptime (downtimes are not SLA relevant) and should not schedule any jobs or processes. The window can be pre-agreed on prior to contract start. All maintenance downtimes (regular or irregular) will be pre-arranged and pre- approved via the change process. Recommended maintenance window: Weekly, Saturday: 14:00 to 20:00 PST. (TBD) Irregular Maintenance It is possible that certain intensive maintenance activities may not be possible to achieve within the regular maintenance window. In the case of a longer than regular outage, the supplier will provide five days’ advance notice and work with the City to find a time window that is most suitable for the City users. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 25 of 69 Maintenance exceptions While EPI-USE will endeavor to accommodate occasional requests for exceptions to these maintenance windows, EPI-USE cannot guarantee that exceptions can be accommodated. The shared nature of many data center facilities dictates certain maintenance requirements. In the case of urgent hardware replacement or security fixes that could otherwise negatively impact the City, as well as the ability of EPI-USE Labs to meet SLA commitments to the City, such changes to maintenance schedules may not always be possible. EPI-USE will consult with the City in the event of these exceptions. 3.3.2 Disaster Recovery Service Levels A disaster recovery service is applicable to all the production virtual machines. Networking is designed to have a fast recovery time, but in the event of a physical network connectivity failure, the recovery of the production virtual machines can be a manual process. EPI-USE will recover the virtual machines, from replicated backups from the disaster recovery data center. The service levels below are based on the backup and recovery of the SAP systems in the event of a disaster. Table 2: Disaster Recovery RTO and RPO Disaster Recovery Scope Time RTO Production servers 24 hours RPO Production servers 24 Hours The recovery time objective (RTO) is the time it will take to recover to the recovery point objective (RPO). The RPO is the point in the past to which the supplier will recover the system. 3.3.3 Backup Frequency and Retention Levels Backups are broken down into three sections: • Virtual machine. • File level; and • Database. Below is a summary of the retention policy. Table 3: Backup and Retention Backup and Retention policy Object Frequency Level Landscape Retention Period Virtual machine (with Database) Daily Full All 30 days Virtual machine (with Database) Monthly Full All 12 months DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 26 of 69 Virtual machine (with Database) Yearly Full All 3 years (contract period) Database backups require the use of the database integration agent that is provided with the backup environment. EPI-USE Labs utilizes a snapshot of the virtual machine, complete with database, which will be taken and retained. 3.4 Managed Services - SAP Systems Inventory EPI-USE Labs will provide the SAP Service platform in AWS utilizing a virtualized environment as specified below: • Primary data center location: AWS US-WEST (Oregon) • The supported City SAP Landscape servers in scope, which will form part of the Managed Services component, are listed in Addendum A: Managed Services SAP Systems Inventory. • Database: HANA; and • Operating System: Linux, Windows. Connectivity: The hosted landscape will be accessible over an encrypted point-to-point IPSec terminating on the City’s vWAN hub in AWS and from there into the City environment. 4. Platform (AWS) Managed Services Scope EPI-USE will deliver a flexible Cloud Managed Service to help the City get the most out of the AWS platform, containing costs and managing complexity. EPI-USE will be the single provider and administrator to help reduce subscription spend and increase the operational efficiency and effectiveness of the SAP landscape in the cloud. 4.1 Maintain account with AWS EPI-USE will maintain the AWS account for the City’s AWS infrastructure. EPI-USE will also take care of paying the AWS fees on an annual or monthly basis and charge these fees back to the City at AWS list prices. The exact AWS fees payable will only be available after EPI-USE reviews the services and associated costs in the City’s AWS account. EPI-USE will conduct a Well-Architected Review that includes a full assessment of the City’s AWS spend. 4.2 AWS Platform Support Services The AWS platform administration will include: • Subscription and tenancy administration. • Resource group administration. • Networking services administration. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 27 of 69 • Virtual machine administration. • Storage administration. • Connectivity administration from AWS to the City network edge; • Platform, connectivity, monitoring and alerting • Security configuration and administration; and • Backup and disaster recovery administration. 4.3 Operating System Support Services The service supporting operating systems administration will include: • Monitoring the operating system. • Improving system performance • Operating system administration • Capacity planning and monitoring • Operating system patch management • Antivirus management • Backup and restore management • Disaster recovery workload management and testing; and • General fault and configuration of operating system. 4.4 Deliverables and Frequency Table 4 refers to the summary deliverable and frequency of platform services. Table 4: Platform as a Service Service Area Deliverable Frequency Cloud Services (Platform) Service desk (Client Central) Daily Incident management Daily Change management (formal change approval) Weekly Request management (small change with no approval) Daily Problem management (RCA) Daily Service level management Monthly Event management Daily Platform Housekeeping and monitoring Daily DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 28 of 69 Governance reporting: Performance metrics. End-user response times and trends. Network statistics. CPU performance. Backup compliance. AV compliance. Vulnerability scanning (Quarterly). Penetration testing (Annually). Monthly 4.5 EPI-USE’s AWS Access There are two operating modes within AWS Organizations: Consolidated Billing and All Features. All Features will be enabled. The City’s usage and invoices are made available to EPI-USE, and EPI- USE will have full control over what the City’s End Customer Accounts can do in accordance with this Agreement including but not limited to Exhibit G (Addendum – Supplemental Terms – AWS Solution Provider Program for End Customers). Additionally, through AWS Single Sign-On integration with AWS Organizations, EPI-USE will also have access to Client Content. EPI-USE will provide access to their Program Management Account to the City and will work with the City to use only IAM to access the Program Management Account. Further, EPI-USE may choose to restrict its access to the Program Management Account via its root user credentials, by working with the City to implement multi-factor authentication and giving City sole control over one of the factors required for authentication. To access a copy of the AWS Organizations user guide, visit https://docs.aws.amazon.com/organizations/latest/userguide/orgs_introduction.html (or any successor or related location designated by AWS, as may be updated by AWS from time to time). 4.6 AWS Support In managing the City’s AWS account, EPI-USE will register the City for the support type the City has selected below and will include the City as a named support contact. The City’s named support contact person will be determined during the onboarding process, and, as needed thereafter, may be changed by written notice to EPI-USE from the City’s Project Manager or Chief Information Officer. The City hereby selects the continued use of AWS Business Support for the performance of this Agreement. Signing this Agreement provides written confirmation of this selection. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 29 of 69 4.7 [RESERVED] 5. Security Managed Services Scope EPI-USE Labs will maintain ISO 27001 certification and on an annual basis an SSAE16-SOC 2 report, or their equivalent can be made available to the City on request. EPI-USE will handle the City data according to its information classification and handling standards. The City information is classified as Confidential and appropriate information handling, human resources and technical security measures are in place to reduce the risk of accidental or malicious information disclosure. EPI-USE have adopted the ISO 27001 information security framework, which governs all aspects of information security. EPI- USE have been certified as ISO 27001 compliant by external, accredited auditors. 5.1 Data and Security EPI-USE Labs uses reasonable security technologies in providing the services. EPI-USE Labs will implement technical and organizational measures to secure personal data processed in the services, in accordance with applicable data protection laws. The City is responsible for the City data and entering it into the SAP cloud systems. EPI-USE will be connecting to the City’s AWS environment in two ways and both these processes are transparent as they are logged in detail. • SSM method through AWS web console. With this method, the complete access is logged by AWS itself and city will have access to these log entries from the AWS console. • Through Openvpn, managed by EPI-USE. The Openvpn server logs these entries in great detail, which may be accessed through the Openvpn server admin web panel. Both services provide the City with complete access to the log records of connected users. Security responsibilities – Table 5 specifies which of the parties are responsible for the various security areas. Table 5: Security Responsibilities Security Area EPI-USE Responsible City Responsible Firewall on AWS platform X Intrusion Detection System on AWS platform X Virtual Private Connection on AWS platform X Virtual Private Connection at the City site X Virtual Private Connection on end user devices X Access Control and User Management on Operating System X DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 30 of 69 Access Control and User Management on Database X Application Access Control and User Management on SAP X Patch Management on Operating System X Infrastructure/Database Access Control and User Management X Internal Vulnerability Scanning X Manage AWS Security Services (Security Hub, Guardduty, Inspector etc..) X 6. Basis Managed Services Scope EPI-USE Labs will be responsible for SAP Basis Managed Services for the SAP landscape. The following services are included. 6.1 Daily Checks and Housekeeping The purpose is to check and maintain to be proactive should any incident or requests arise. Housekeeping will constitute preventative proactive management and various automation activities will be carried out where applicable. EPI-USE Labs will enable the City to have visibility of critical systems with the use of EPI-USE Labs software or 3rd party software, if required. EPI-USE Labs will carry out these tasks once either daily, weekly, or monthly and the check sheets/reports will be made available to the City on the Client Central Workspace. Where possible, these tasks will be carried out automatically with the use of EPI-USE Labs or 3rd party software. 6.2 Monitoring and Alerts EPI-USE Labs will monitor all hosted systems and alert on critical events, using EPI-USE Labs and/or third-party software. A critical event is defined as: • SAP production outage which influences critical business functions. For critical events, EPI-USE will be alerted (via a paging system to the standby team) of the defined critical event, triggering an automated P1 incident entry in Client Central. This in turn will, initiate the P1 incident response procedure. The P1 response procedure in client central will add the applicable the City system owners (Defined in Client Central) as watchers to the ticket, which will in turn send an email to all watchers every time new information is added or changed to this P1 ticket. Response times and resolution times will adhere to the defined SLA times. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 31 of 69 A contact list will be generated for contacting business unit owners (including a backup resource). This will be used to drive any communication via Client Central tickets that would arise during an outage or serious issue. 6.3 SAP Basis Landscape Advisory EPI-USE will provide SAP landscape advisory services on an ongoing basis. These recommendations will be discussed in the monthly review meetings. This advisory service will pertain to SAP performance enhancements and short, medium, and long-term SAP landscape roadmap guidance. The following are: • Advice on end of SAP support on SAP versions. • Advice on target SAP versions available. • Advice on target SAP kernel. • Advice on target enhancement pack. • Advice on latest database version. • Advice on capacity planning. • Proactive Basis process and setup improvements • Large HANA database tables in production; and • HANA Database sizes/growth. 6.4 Support Pack updates This function is deemed part-and-parcel of the SAP Basis managed services. EPI-USE Labs will apply the following: • Database patches annually • SAP Kernel updates bi-annually • Security patches, where deemed necessary and as required • SAP service packs annually • SAP HR legal patches annually • SAP Notes on request Major software (OS, DB, Application) release upgrades e.g. a full release upgrade and EHPs are excluded from the scope of work and will be handled as separate projects. Functional and application testing will not form part of the scope of these upgrades and is limited to the technical application. 6.5 System Refreshes (as-needed, upon request) EPI-USE will help launch the CITY’s separately contracted-for Libelle system refresh tool once per quarter, as a part of the support services. Once launched, the City staff will complete the system refresh operation. SAP system client copies, using the standard SAP tools, are included under the support services. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 32 of 69 To implement any additions to this Scope of Services, a Task Order for Additional Services pursuant to Section 4 (Not to Exceed Compensation) will be used. As detailed in Section 13 (Addendum C: Change Request Form) below, a Change Request Form (shown in Addendum C) may only be used pursuant to Section 4 (Not to Exceed Compensation) of this Agreement, regarding Additional Services, as an Attachment A (Scope of Work) to an approved Task Order as detailed in Section 4. 6.6 Deliverables and Frequency Table 6 refers to the summary deliverable and frequency of Basis Managed Services. Table 6: Basis as a Service Deliverables Service Area Deliverable Frequency Basis Services Service desk (Client Central) Daily Incident management Daily Change management (formal change approval) Weekly Request management (small change with no approval) Daily Problem management (RCA) Daily Service level management Monthly Event management Daily Patches Annual Basis Housekeeping and monitoring Daily Governance reporting: System uptime. Incident SLA reports. Performance metrics. Storage and usage. Monthly 6.7 Excluded from Scope The following tasks are specifically excluded from the Scope of Services of this Agreement and, if desired, would need to be implemented via a Task Order as Additional Services pursuant to Section 4 (Not to Exceed Amount), or via contract amendment pursuant to Section 29.4, of this Agreement: • Major SAP NetWeaver release upgrades. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 33 of 69 • User access management, SAP Authorizations and Roles. • Although the technical transport management function is part of the responsibility of EPI-USE Labs, the change management process and approval of changes will remain the responsibility of the City. • End user device support is excluded (e.g., printers, desktops, SAP GUI) • Additional SAP NetWeaver application implementations and the support of these environments after implementation. • All other services outside the current SAP landscape. 6.8 General Assumptions • Business days are Mondays to Fridays excluding federal holidays • Business hours are between 8AM and 5PM (PST) • Support is offered during business hours, except for P1 Incidents, which are, supported 24/7 • Measurement of service levels is suspended for the time that an incident is under the responsibility of the City or any third party or EPI-USE Labs • EPI-USE Labs will assign a Service Delivery Manager to the City who will be responsible for all support- related issues • If standby is required for P2 to P4 incidents outside of business hours, the City can request this before the time • After-hours work should be limited to 10 (ten) hours per month, excluding work for P1 incident • All requests for after-hours support must be submitted 48 hours in advance. These requests must be directed to the applicable Service Delivery Manager • All service requests must be submitted in ticket form, regardless of verbal or email agreements. SLA’s are measured based on tickets only. 7. On-boarding, Transfer and Transitioning The transition and handover phase will be critical to the success of our support service. The onboarding process starts with the handover between the EPI-USE team and the City team of the existing SAP systems, AWS platform and AWS account. This phase should commence in the month prior to the actual ongoing Managed Services engagement commencing. Service transition will be crucial to ensuring that EPI-USE has a good understanding of: • City’s latest system platform, landscape, and configuration • to transfer the existing AWS Account and billing responsibility to EPI-USE • the organization and how it operates • the internal support team’s skills and capabilities • other vendors that provide support (EPI-USE will require information) • any outstanding and open tickets. By assessing these elements of the current support service, EPI-USE will be better placed to advise on service management processes, transition steps, and knowledge transfer requirements as part of the transition phase. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 34 of 69 Transition activities will include the review of documentation, facilitated workshops with the City, and system familiarization. The transition phase consists of three main areas: Assessment (information gathering), Design and Setup, and Handover, as further detailed below. Assessment (information gathering) During this phase, EPI-USE will spend time reviewing: • all documentation (including but not limited to functional, technical, and business process documentation) • the platform, landscape setup and configuration • to transfer the existing AWS Account, and this will entail: o EPI-USE have root access to the AWS account o The AWS account has been un-linked from the incumbent outgoing provider’s AWS Master Payer account (if applicable) o EPI-USE’s payment method has been updated in the account o An AWS support plan has been agreed for the AWS account • the current status of outstanding incidents and service requests • skills of the internal support and IT teams • current support procedures (incident management, change management). Design and Setup Given sufficient information, EPI-USE will start designing the support service to be delivered from the start of the contract including: • Adjusting the support methodology and processes to fit the City’s requirements. This will be done in collaboration with the City. • Aligning with the City’s incident and change management processes and introducing and knowledge transfer of Client Central. • Discussing and designing a skills’ matrix and recommending a knowledge transfer plan. • Assessing the gap – if any – in levels of documentation required (for business processes, configuration, and system landscape) and agreeing to an approach to fill this gap. • Agreeing on an approach to handover from the incumbent outgoing provider, ensuring that all outstanding incidents and service requests are addressed. Handover Handover to EPI-USE Labs is the last transition phase. EPI-USE will start to take on some elements of the support contract while allowing the outgoing supplier to close existing incidents and service requests. Normally, EPI-USE would recommend a period of joint operation when EPI-USE takes responsibility for the resolution of new issues. This transition period with the incumbent outgoing provider can be up to two weeks. The Design and Setup phase normally ensures that the responsibilities for all parties are clearly agreed and that all parties, including the incumbent outgoing provider, are in agreement with the approach. This is important to ensure continuity of service for the City. The three-stage process is applied in conjunction with the fundamental principle of People, Process and Technology, which forms the foundation for successful service management. In order to transition DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 35 of 69 smoothly from the City’s incumbent outgoing provider to EPI-USE, all three key areas need to be carefully considered as part of the transition planning. 8. Ad-hoc Services (as needed, upon request) Perform ad-hoc services on as-needed requests that are not covered in the Scope of Services. These services constitute Additional Services under Section 4 (Not to Exceed Compensation) of this Agreement, implemented pursuant to City-approved Task Order as detailed in Section 4. Examples of such Additional Services include without limitation: (1) Perform ad-hoc (Additional Services per Section 4) hosting and networking services such as enabling additional AWS services, building new application and/or database servers that are not included in the Scope of Services. (2) Perform ad-hoc (Additional Services per Section 4) Basis services such as installation and configuration of new SAP applications and SAP HANA databases that are not included in the Scope of Services. (3) Perform other ad hoc (Additional Services per Section 4) services that are not included in the Scope of Services as may be requested by CITY. (4) Any Managed Services specifically requested by the City of Palo Alto outside normal business hours (except for P1 incidents and in-scope Managed Services production system work). 9. Client Central Service Desk Client Central will be utilized as a service desk for the Managed Services support, with Client Central user and role management included. Further to the service desk (ticketing) offering, a knowledge base and downloads area will be allocated in the workspace for various shared documents and artefacts for e.g., platform information, technical documents, functional documents, how-to, solution suggestions, recorded video trainings and suggestions. 9.1 Service Desk Ticketing Standard features included: • Ticket feature to record all incidents, changes or activity with the date and time of change as well as the person responsible for the change. • Attachments can be added to each ticket. This is stored on the ticket itself (unless removed) and is separate from the downloads mentioned above. • The ticket records and displays the response and resolution time on the ticket, in relation to the defined SLA. • Buttons are used to drive the workflow on a ticket and change it from one state to another, e.g., in progress, awaiting info or completed. They can be configured to require a comment or to simply progress the workflow. Buttons can be colored as required to highlight the purpose of the button (e.g., green for approval). • States in a workflow have the following qualities: DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 36 of 69 o The name can be defined as required. o The color can be used to better show the purpose of the status (e.g., green for approved). o The status can either be open (SLA is counting), waiting (SLA is paused, someone is waiting for feedback) or closed (the SLA has been stopped and ticket has been resolved). • Tickets can be linked to each other to quickly navigate between relevant tickets. • Tickets can be filtered based on any of the fields in the ticket, assignee, status, SLA compliance, date updated, and status. This helps to easily find and report on individual tickets. • Big scale reporting can also be done on any of the above-mentioned factors. City can use the information to build graphs in Client Central to display specific data visually. • Custom filters can be built so that reports can be saved and reused as required 9.2 Ticket Type and Description • Incidents: Incidents happening in the landscape that interrupts daily operation. Typically logged by the City’s users. • Change request: Scheduled changes, usually preceded by a Service request. A single change request documents the changes made (as specified in a service request) per individual landscape tier as the date and time of each change is different. This results in one Service request and multiple change requests connected to it. • Service requests: non-incidents (typically) logged by Business to implement/change something in the landscape. • Problem ticket: mainly used for keeping track of RCA investigations. Also used to keep track of performance/service improvement mini projects. Typically, all P1 Incidents require an associated Problem ticket, but multiple Incidents can be linked to the same Problem ticket. • Events: Tickets logged by the Managed Services team to communicate proactive monitoring incidents. This is usually connected to monitoring tool alerts or monitoring/daily health checks performed by the Managed Services. • Internal KB: Requests for Knowledge base article creation on a certain subject. • Patch: Pro-Active patches/alerts (typically from 3rd party vendors like SAP, OS vendors, etc.) • Define-your-own wherein City can define its own ticket type/description. 9.3 Knowledge Base Area The Knowledge base consists of documents of a word-type format that can be created by and shared with authorized users. They can also be added to tickets as required by pasting the article link on the ticket. The structure can be configured by creating nested directories if required. City can search for a knowledge base article by using the search bar. The search bar works with a wildcard search technique to search for matching content in all articles, or City can search for tags that were added to the article during the article creation. 9.4 Downloads Area Downloads is a dedicated document repository for business relevant documents that can be uploaded to, downloaded from, and shared with authorized users. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 37 of 69 The structure can be configured by creating nested directories if required. City can search for a file by using the search bar based on the file name or description. 10. Costing and Fees Costing and fees for this Agreement shall be as detailed elsewhere in this Agreement including but not limited to Section 4 (Not to Exceed Compensation) and Exhibit C (Compensation). 10.1 AWS Fees Estimated AWS fees are provided in Exhibit C (Compensation) of this Agreement, however, as noted in said Exhibit C, AWS consumption will be invoiced based on actual AWS spend and using AWS’s actual published list prices. AWS fees will be invoiced separately from the Managed Services fees and billed on a monthly basis. Reserved Instance and Savings Plan purchases will be reviewed on an as-needed basis and these purchases are required to be approved by the City pursuant to a Task Order as Additional Services under Section 4 (Not to Exceed Compensation), or as a contract amendment pursuant to Section 29.4, of this Agreement. Depending on the commitment period these purchases will be paid by the City all upfront or amortized over the duration of the remaining Agreement term, pursuant to a Task Order as Additional Services under Section 4, or as a contract amendment pursuant to Section 29.4, of this Agreement. Notwithstanding any information received to date; any additional clarifications which may have been provided, or the outcome of any discovery workshops conducted, EPI-USE has calculated its AWS pricing based purely on its current understanding of the City’s requirements. The City therefore acknowledges that, except for items which may arise solely because of EPI-USE’s actions during the engagement, EPI-USE shall be entitled to recover AWS fees for those items which would not have been known at the outset of the engagement, and which increases the AWS spend budget. Any changes outside of the AWS spend budget stated in this Agreement, shall be approved in writing by the City pursuant to a Task Order as Additional Services under Section 4 (Not to Exceed Compensation), or as a contract amendment pursuant to Section 29.4, of this Agreement. If the City exceeds the usage limits applicable to the AWS Service subscription, the City agrees to pay for the fees and charges for such over-usage pursuant to a Task Order as Additional Services under Section 4 (Not to Exceed Compensation), or as a contract amendment pursuant to Section 29.4, of this Agreement. For any extension of a subscription term within the term of this Agreement or the provision of a Service upgrade, the then-current AWS price will apply. At the beginning of each new subscription term within the term of this Agreement, EPI-USE may, in consultation with the City, increase AWS fees to reflect increased AWS costs imposed by AWS. Not raising fees is not a waiver of EPI-USE’s right to do so if AWS raises its fees. EPI-USE will notify the City as soon as practicable of any changes in AWS fees by e-mail. Failure by the City to pay the fees when due and payable, if not timely cured by City after notice of the failure from Consultant, may result in suspension of access to, or rights to use the Services. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 38 of 69 11. Addendum A: Managed Services Systems Inventory The AWS infrastructure services inventory to be included on the AWS managed services: Table 7: AWS services inventory Service Configuration summary S3 Standard 50 TB per month PRD Amazon FSx for Windows File Server Desired storage capacity (1 TB) STG Amazon Virtual Private Cloud (VPC) Number of Site-to-Site VPN Connections (10) QAS Amazon Elastic File System (EFS) Data stored in Standard storage (5 TB per month) DEV Amazon S3 Glacier (Glacier API only) S3 Glacier storage (10 TB per month) SBX Amazon EC2 (r5.large) Quantity - 12 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (500 GB) PRD Amazon EC2 (r5.xlarge) Quantity - 8 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (500 GB) STG Amazon EC2 (x1.16xlarge) Quantity - 3 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (4000 GB) QAS Amazon EC2 (t2.small) Quantity - 2 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (500 GB) DEV Amazon EC2 (t2.xlarge) Quantity - 1 Operating system (Windows), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (500 GB) PRD Amazon EC2 (m5.large) Quantity - 1 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (500 GB) DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 39 of 69 STG Amazon EC2 (m4.2xlarge) Quantity - 1 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (500 GB) QAS Amazon EC2 (r5a.large) Quantity - 4 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (150 GB) DEV Amazon EC2 (r5.2xlarge) Quantity - 1 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (500 GB) PRD Amazon EC2 (t2.xlarge) Quantity - 1 Operating system (Linux), Storage for each EC2 instance (General Purpose SSD (gp2)), Storage amount (500 GB) STG The corresponding SAP systems relevant within the scope of Managed Services: Table 8: SAP System inventory City SAP systems System type Version Tier Database Operating system ECC EHP 8 PRD HANA Suse Linux ECC EHP 8 STG HANA Suse Linux ECC EHP 8 QAS HANA Suse Linux ECC EHP 8 DEV HANA Suse Linux ECC EHP 8 SBX HANA Suse Linux BW 7.5, SP16 PRD HANA Suse Linux BW 7.5, SP16 STG HANA Suse Linux BW 7.5, SP16 QAS HANA Suse Linux BW 7.5, SP16 DEV HANA Suse Linux CRM 7.0, EHP4 PRD HANA Suse Linux CRM 7.0, EHP4 STG HANA Suse Linux CRM 7.0, EHP4 QAS HANA Suse Linux CRM 7.0, EHP4 DEV HANA Suse Linux Gateway PRD HANA Suse Linux Gateway STG HANA Suse Linux Gateway QAS HANA Suse Linux DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 40 of 69 Gateway DEV HANA Suse Linux ESS/ MSS Portal PRD HANA Suse Linux ESS/ MSS Portal STG HANA Suse Linux ESS/ MSS Portal QAS HANA Suse Linux ESS/ MSS Portal DEV HANA Suse Linux Solution Manager PRD HANA Suse Linux NWDI DEV HANA Suse Linux BSI Taxfactory/Jump Server PRD HANA Suse Linux Open VPM Server PRD Suse Linux SAP Router PRD Windows SAP AD PRD Windows Fiori Frontend PRD HANA Suse Linux Fiori Frontend STG HANA Suse Linux Fiori Frontend QAS HANA Suse Linux Fiori Frontend DEV HANA Suse Linux HANA DB Server PRD HANA Suse Linux HANA DB Server QAS STG HANA Suse Linux HANA DB Server DEV HANA Suse Linux DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 41 of 69 12. Addendum B: City and EPI-USE Labs Responsibilities The following table will define the high-level responsibilities of the parties in a RACI format. Table 9: RACI Table ID Service R – Responsible, A - Accountable, C – Communicated, I – Informed, P- Participate Frequency EPI- USE CoPA 1 Service Management 1.1 Account Management 1.1.1 Governance meetings Monthly RAC RAC 1.1.2 Platform capacity planning (usage-based) Ongoing R CI 1.1.3 Platform capacity planning (future project- based) Quarterly R CI 1.1.4 Provide SLA and usage reports and performance metrics Monthly RA CI 1.2 Service Request Management 1.2.1 Log service requests in Client Central Ongoing CI RA 1.2.2 Review, approve service requests Ongoing RA RA 1.3 Incident Management 1.3.1 Daily support desk operations Ongoing RA RA 1.3.2 Review, approve, resolve, escalate incidents Ongoing RA RA 1.3.3 Confirm resolved incidents/solutions Ongoing RA RA 1.3.4 Create incidents/solutions Ongoing RA RA 1.4 SAP Online Support Service 1.4.1 Create OSS users Ongoing CI RA 1.4.2 Assign OSS permissions Ongoing CI RA 1.4.3 Manage developer keys Ongoing CI RA 1.4.4 Manage object keys Ongoing CI RA 1.4.5 Support management of S-User ID Ongoing CI RA 1.4.6 Monitor remote support connection to OSS Ongoing CI RA DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 42 of 69 1.4.7 Open/close SAP remote support connections Ongoing CI RA 2 Infrastructure 2.1 Data Center Management 2.1.1 Infrastructure (AWS) all support Ongoing RA CI 2.1.2 AWS tenancy administration Ongoing RA CI 2.2 Network Management 2.2.1 Proactively monitor data center networks and utilization Ongoing RA CI 2.2.2 Change data center network configuration Ongoing RA CI 2.2.3 All network maintenance Ongoing RA CI 2.3 Storage Management 2.3.1 Proactively monitor storage performance & capacity Ongoing RA CI 2.3.1 Manage data files, file systems and disks Ongoing RA CI 2.3.1 Scale storage capacity (additional) Request RA CI 2.4 Operating System 2.4.1 Create/maintain OS users Ongoing RA CI 2.4.2 Monitor for/report security incidents Ongoing RA CI 2.4.3 Configure/change OS parameters Ongoing RA CI 2.4.4 Monitor/remediate OS, logs, file systems Ongoing RA CI 2.4.5 Interact with vendor to remediate OS issues Ongoing RA CI 2.4.6 Proactively monitor swap and paging Ongoing RA CI 2.4.7 Proactively monitor memory usage Ongoing RA CI 2.4.8 Manage OS patches Ongoing RA CI 2.4.9 Perform OS upgrades Ongoing Project CI 2.5 System Startup/Shutdown 2.5.1 Scheduled OS/hardware system startup & shutdown Request RA CI 2.5.2 Shutdown/restart OS/hardware after failure/maintenance Ongoing RA CI DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 43 of 69 2.6 Backup/Restore 2.6.1 Perform periodic file system and database backups Ongoing RA CI 2.6.2 Requests for ad-hoc backups Ongoing RA CI 2.6.3 Monitor backup processes Ongoing RA CI 2.6.4 Perform periodic backup/restore testing; include result in the relevant report Biannual RA CI 2.6.5 Perform restore and recovery of file systems/databases/tables after failure Ongoing RA CI 2.6.6 Perform restore and recovery of file systems/databases/tables upon request Ongoing RA CI 2.6.7 Perform verification of restored systems Ongoing RA CI 2.6.8 Perform functional verification Ongoing RA CI 2.7 Integration 2.7.1 Configure integration with customer directory service Ongoing RA CI 2.7.2 Integration with SAP Cloud (Network connections and VPN) Ongoing RA CI 2.8 SFTP Service 2.8.1 Provide file sharing on hosted systems Request RA CI 2.8.2 User and access management to hosted systems Request RA CI 2.8.3 Create/maintain shared folders Request RA CI 2.8.4 Implement and maintain antivirus software on servers Ongoing RA CI 2.8.5 Antivirus software licenses Ongoing RA CI 2.8.6 Backup data on shared folders Ongoing RA CI 2.8.7 Restore data on shared folders Request RA CI 3 Database Management 3.1 SAP HANA 3.1.1 Proactively monitor database health and resource usage Ongoing RA CI DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 44 of 69 3.1.2 Monitor table growth to prevent operational issues Ongoing RA CI 3.1.3 Partition/rebalance tables due to uneven growth Ongoing RA CI 3.1.4 Plan and perform file system extensions Ongoing RA CI 3.1.5 Perform HANA housekeeping (manage logs, traces, free up resources) Ongoing RA CI 3.1.6 Maintain HANA configuration parameters based on best practices Ongoing RA CI 3.1.7 Start/stop database Request RA CI 3.1.8 Add hardware for scale-out configuration Request RA CI 3.1.9 Update/patch database Ongoing RA CI 3.1.10 Configure HANA Transports Management Request RA CI 3.1.11 Implement /maintain additional SAP tools (in HANA context delivered by SAP) Request RA CI 3.1.12 Analyze and optimize expensive SQL statements for improved performance Request RA CI 3.1.13 System troubleshooting to resolve issues and return HANA to normal operation Ongoing RA CI 3.1.14 Create/maintain HANA Studio users Request RA CI 3.1.15 Management of database users Ongoing RA CI 3.1.16 Backups Ongoing RA CI 3.1.17 Recover database after technical issues Ongoing RA CI 4 Basic Operations 4.1 Monitoring 4.1.1 Configuration of basis monitoring tools Ongoing RA CI 4.1.2 Monitoring of alert consoles for different tools Ongoing RA CI 4.1.3 Logging of performance events Ongoing RA CI 4.1.4 Respond to events according to notification and escalation procedures Ongoing RA CI 4.1.5 Identification, installation, and activation of monitoring tools Ongoing RA CI DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 45 of 69 4.2 SAP Upgrades & Enhancement Packs 4.2.1 SAP Major release upgrades Request Project CI 4.2.2 SAP Enhancement Pack upgrades Request Project CI 4.2.3 Upgrade database Request RA CI 4.2.4 Perform functional changes and developments Request CI RA 4.2.5 Testing of upgraded system and functionality Request CI RA 4.3 SAP Support Packs 4.3.1 Apply SAP kernel upgrades Biannual RA CI 4.3.2 Apply SAP patches Annual RA CI 4.3.3 Apply SAP Notes Request RA RA 4.3.4 Post-support pack testing Request CI RA 4.4 SAP Security Management 4.4.1 Create/maintain/review/audit roles, profiles, authorizations Ongoing CI RA 4.4.2 Create/maintain/lock/unlock users, assign roles Ongoing CI RA 4.4.3 Maintain users/roles/profiles in client 000 Ongoing RA CI 4.4.4 Provide customer access to client 000 Request RA CI 4.4.5 Monitor and share information about security fixes published by SAP Ongoing RA RA 4.5 Client Copies & Refreshes (excludes repository, to non-production targets) Maximum quarterly 4.5.1 Perform copy/refresh Request CI RA 4.5.2 Perform technical post-processing Request CI RA 4.5.3 Perform validation of copied/refreshed system Request CI RA 4.6 System Copies (to non-production) 4.6.1 Perform system copy Request CI RA 4.6.2 Perform technical post-processing Request CI RA 4.6.3 Perform validation of installed system Request RA CI DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 46 of 69 4.7 Change Control 4.7.1 Application development, customizing, configuration, maintenance, support Ongoing CI RA 4.7.2 Planning change requests Ongoing CI RA 4.7.3 Apply SAP notes for applications Ongoing CI RA 4.7.4 Apply SAP security notes Ongoing RA RA 4.8 Printer Management 4.8.1 Create, change, lock, unlock, maintain printers within SAP Request CI RA 4.8.2 Printers within SAP, configured on the OS (due to security constraints) Request RA CI 4.8.3 Analyze printing and spool issues Request CI RA 4.8.4 Spool system housekeeping Ongoing CI RA 4.8.5 Design and implement print forms Request CI RA 4.8.6 Troubleshoot issues with printer hardware Request CI RA 4.9 Desktop Support 4.9.1 SAPGUI support Request CI RA 4.9.2 SAP SSO support Ongoing CI RA 4.9.3 Desktop and front-end user support Request CI RA 4.10 Additional Proactive Services 4.10.1 Analyze SAP EarlyWatch Alert reports and consider technical recommendations Ongoing RA CI 4.10.2 Implement data archiving strategy and processes Request CI RA 4.10.3 Monitor and maintain data archiving systems Ongoing CI RA 4.11 System Installations / Migrations 4.11.1 Install new systems / migrate from on premise to cloud Request Project CIP 4.11.2 Technical configuration of all installed/migrated systems Request Project CIP 4.11.3 Integration of new/migrated systems to cloud operations environment Request Project CIP DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 47 of 69 4.11.4 Integrate all hosted systems with customer Solution Manager in cloud Request Project CIP 4.12 Disaster Recovery 4.12.1 Implement disaster recovery setup according to architecture blueprint Request RA CIP 4.12.2 Develop plan for disaster recovery (data center and system infrastructure only) Request RA CIP 4.12.3 Manage and monitor disaster recovery architecture and replication Ongoing RA CIP 4.12.4 Develop plan for disaster recovery of applications and connectivity to cloud Request RA CIP 4.12.5 Test disaster recovery system (data center and system infrastructure only) Quarterly RA CIP 4.12.6 Execute full disaster recovery failover test Annually RA CIP 4.12.7 Technical and connectivity testing for disaster recovery failover Annually RA CIP 4.12.8 Application testing for disaster recovery failover Annually RA CI 4.13 Management of Local Area Network 4.13.1 Provide and maintain network at sites Ongoing CI RA 5 NetWeaver ABAP Operations 5.1 General Operations 5.1.1 Proactive availability monitoring of SAP instances Ongoing RA CI 5.1.2 Troubleshooting SAP instances Ongoing RA CI 5.1.3 Analyze systems logs and fix technical failures Ongoing RA CI 5.1.4 Proactive monitoring of SAP processes Ongoing RA CI 5.1.5 Analyze update terminations and take appropriate action Ongoing RA CI 5.1.6 Clean up terminated updates Ongoing RA CI 5.1.7 Analyze lock entries and take appropriate action Ongoing RA CI DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 48 of 69 5.1.8 Proactively monitor ABAP short dumps Ongoing RA CI 5.1.9 Troubleshoot performance issues (excludes ABAP and application issues) Ongoing RA CI 5.1.10 Maintain SAP system profile parameters Ongoing RA CI 5.1.11 Implement/update tools for SAP support service readiness Ongoing RA RA 5.1.12 Management of web service runtime Ongoing CI RA 5.1.13 Configure RFC connections to SAP and non- SAP systems Ongoing CI RA 5.2 Interface Administration 5.2.1 Create/execute/monitor/troubleshoot batch input sessions Ongoing RA CI 5.2.2 Configure/monitor/troubleshoot interfaces and related (IDOCS, scripts etc.) basis configuration Ongoing RA CI 5.3 Job Scheduling 5.3.1 Schedule and monitor standard housekeeping jobs Ongoing RA CI 5.3.2 Schedule/monitor/change application batch jobs Request CI RA 5.4 Change Control 5.4.1 Configure and maintain SAP Transport Management System and routes Request RA CI 5.4.2 Release tasks and transport requests Ongoing CI RA 5.4.3 Import transport requests Request CI RA 5.4.4 Troubleshooting SAP Transport Management System Ongoing RA CI 5.4.5 Address functional transport issues Ongoing CI RA 5.4.7 Testing of completed transport requests Ongoing CI RA 6.0 Sandbox Basis administration Ongoing RA P 6.1 Knowledge transfer to City basis on Sandbox Ongoing R P DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 49 of 69 13. Addendum C: Change Request Form The Change Request Form provided below may only be used pursuant to Section 4 (Not to Exceed Compensation) of this Agreement, regarding Additional Services, as an Attachment A (Scope of Work) to an approved Task Order as detailed in Section 4. The Change Request Form, by itself, is not permitted to be used separate from a Task Order as detailed under Section 4 and any use of a Change Request Form that is separate from and not part of an approved Task Order as detailed under Section 4 shall be void and without effect. Agreement ref: Originator: Client name: City of Palo Alto Change request date: Title of change: Reason for change: Include an outline of the reason for the change and the impact of not implementing it. Attach written change request. Description of change: Include full details of the change including any specifications, areas of the Services impacted. Impact on charges: Include full details of any charges, if any, for the change, and any revision to the charges. Impact on agreement: Describe the resulting updates to the Clauses and Schedules to the Agreement. Implementation schedule: Assumptions / additional information: Provide any assumptions made at the time of the change and any relevant supporting information. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 50 of 69 14. [RESERVED] 15. [RESERVED] DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 51 of 69 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE:  SERVICES AND DELIVERABLES TO BE PROVIDED  SCHEDULE OF PERFORMANCE  MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 52 of 69 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Exhibit A (Scope of Services) also contains deliverable and frequency information for the provision of Services under this Agreement. Milestones Completion Number of Days/Weeks (as specified below) from NTP 1. Task 1: Transfer existing AWS hosting account in AWS cloud 5 to 6 weeks 2. Task 2: Maintain account with AWS for hosting City’s infrastructure Annual ongoing 3. Task 3: Perform hosting and networking maintenance services Annual ongoing 4. Task 4: Perform SAP Basis Services Annual ongoing 5. Task 5: Perform ad-hoc services on as needed requests that are not covered in the Scope of Services. These services constitute Additional Services under Section 4 (Not to Exceed Compensation) of this Agreement, implemented pursuant to City-approved Task Order as detailed in Section 4. As-needed basis with the performance schedule as provided in the approved Task Order, as noted in the checkbox below. Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.) The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 53 of 69 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. (CONTINUED ON THE NEXT PAGE.) DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 54 of 69 BUDGET SCHEDULE TASK NOT TO EXCEED AMOUNTS CONTRACT YEAR 1 CONTRACT YEAR 2 CONTRACT YEAR 3 SUBTOTALS Task 1 (Transfer existing AWS hosting account in AWS cloud) $4,500 (One-time) -- -- $4,500 (One-time) Task 2 (Maintain account with AWS for hosting City’s infrastructure. Task 2 costs include estimated AWS costs. If actual AWS costs are lower than estimated, Consultant will charge City the lower costs. If actual AWS costs are higher, City may apply Additional Services funds to cover the overage per Section 4, or the parties will amend the Agreement per Section 29.4 for City to add funds to cover the overage.) $192,000 (One-time) $144,000 (Annual) -- $144,000 (Annual) -- $144,000 (Annual) $192,000 (One-time) $432,000 (Annual) Task 3 (Perform hosting and networking maintenance services) $86,400 (Annual) $86,400 (Annual) $86,400 (Annual) $359,200 Task 4 (Perform SAP Basis Services) $8,640 (One-time Fee) $372,600 (Annual) -- $372,600 (Annual) -- $372,600 (Annual) $8,640 (One Time) $1,117,800 (Annual) Subtotals for Services (Tasks 1-4) $808,140 $603,000 $603,000 $2,014,140 Reimbursable Expenses (if any) $0 $0 $0 $0 Subtotals for Services and Reimbursable Expenses (if any) $808,140 $603,000 $603,000 $2,014,140 Task 5 (Additional Services) (Perform ad-hoc services on as-needed requests that are not covered in the Scope of Services. These services constitute Additional Services under Section 4 (Not to Exceed Compensation) of this Agreement, implemented pursuant to City-approved Task Order as detailed in Section 4.) As needed, per Task Order, per Section 4 of this Agreement, Not to Exceed Amount at Far Right Across All Contract Years As needed, per Task Order, per Section 4 of this Agreement, Not to Exceed Amount at Far Right Across All Contract Years As needed, per Task Order, per Section 4 of this Agreement, Not to Exceed Amount at Far Right Across All Contract Years $200,000 Maximum Total Compensation $808,140* $603,000* $603,000* $2,214,140 *Maximum Total Compensation Amounts per each contract year in the table above do not include the cost of Additional Services that may be approved by City per Section 4 (Not to Exceed Compensation); the cumulative amount of which across all contract years shall not exceed the maximum amount for Additional Services in this Agreement. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 55 of 69 other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 56 of 69 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Position Title Hourly Rate Senior Basis or AWS Architect $155.00 Basis Engineer or AWS $120.00 Note: Hourly rate range is set for the duration of the engagement. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 57 of 69 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 YES TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE. THE POLICY SHALL AT A MINIMUM COVER PROFESSIONAL MISCONDUCT OR LACK OF REQUISITE SKILL FOR THE PERFORMANCE OF SERVICES DEFINED IN THE CONTRACT AND SHALL ALSO PROVIDE COVERAGE FOR THE FOLLOWING RISKS: (i) NETWORK SECURITY LIABILITYARISING FROM UNAUTHORIZED ACCESS TO, USE OF, OR TAMPERING WITH COMPUTERS OR COMPUTER SYSTEMS, INCLUDING HACKERS, EXTORTION, AND (ii) LIABILITY ARISING FROM INTRODUCTION OF ANY FORM OF MALICIOUS SOFTWARE INCLUDING COMPUTER VIRUSES INTO, OR OTHERWISE CAUSING DAMAGE TO THE CITY’S OR THIRD PERSON’S COMPUTER, COMPUTER SYSTEM, NETWORK, OR SIMILAR COMPUTER RELATED PROPERTY AND THE DATA, SOFTWARE AND PROGRAMS THEREON. CONTRACTOR SHALL MAINTAIN IN FORCE DURING THE FULL LIFE OF THE CONTRACT. THE POLICY SHALL PROVIDE COVERAGE FOR BREACH RESPONSE COSTS AS WELL AS REGULATORY FINES AND PENALTIES AS WELL AS CREDIT MONITORING EXPENSES WITH LIMITS SUFFICIENT TO RESPOND TO THESE OBLIGATIONS. ALL DAMAGES $5,000,000 $5,000,000 YES CYBER AND PRIVACY INSURANCE. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITY ARISING FROM COVERAGE IN AN AMOUNT SUFFICIENT TO COVER THE FULL REPLACEMENT VALUE OF DAMAGE TO, ALTERATION OF, LOSS OF, THEFT, DISSEMINATION OR DESTRUCTION OF ELECTRONIC DATA AND/OR USE OF CONFIDENTIAL INFORMATION, “PROPERTY” OF THE CITY OF PALO ALTO THAT WILL BE IN THE CARE, CUSTODY, OR CONTROL OF VENDOR, INFORMATION INCLUDING BUT NOT LIMITED TO, BANK AND CREDIT CARD ACCOUNT INFORMATION OR PERSONAL INFORMATION, SUCH AS NAME, ADDRESS, SOCIAL SECURITY NUMBERS, PROTECTED HEALTH INFORMATION OR OTHER PERSONAL IDENTIFICATION INFORMATION, STORED OR TRAMSITTED IN ELECTRONIC FORM. ALL DAMAGES $5,000,000 $5,000,000 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 58 of 69 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONTRACTORS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 59 of 69 EXHIBIT E INFORMATION PRIVACY POLICY DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 60 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 61 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 62 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 63 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 64 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 65 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 66 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 67 of 69 EXHIBIT F CYBERSECURITY TERMS & CONDITIONS DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 68 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 City of Palo Alto Professional Services Contract No. C22182051 Rev. Dec.15, 2020 Page 69 of 69 DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 Addendum_AWS_Services_v4-final(5.20.2021EB)__20220609_clean copy (chgs accepted +formatting cleanup) Page 1 Copyright ©2021 Afonza LLC, d/b/a EPI-USE AWS Services – Confidential EXHIBIT G ADDENDUM SUPPLEMENTAL TERMS – AWS Solution Provider Program for End Customers This Addendum (“Addendum”) to the Agreement (“Agreement”) between EPI-USE Labs, LLC (“EPI- USE”) and the CITY OF PALO ALTO, a California chartered municipal corporation (“Client”), apply solely to the AWS Authorized Services (“Authorized Services”) and Solutions (defined below) and not to any other EPI-USE product or service. EPI-USE is an authorized solution provider and value-added reseller (“Authorized Solution Provider”) for Amazon Web Services, Inc (“AWS”). Client desires to obtain these Authorized Services or integrated solutions combining one or more products or services (“Solutions”) from EPI-USE. Client can use the AWS accounts to purchase Solutions from EPI-USE. EPI-USE will be Client’s point of contact for the Solutions on such accounts, including for pricing and billing. In the event of any ambiguity or conflict between the terms of this Addendum and the terms of the Agreement, the terms and conditions of this Addendum shall prevail. The Addendum terms, AWS Solution Provider Program Guide for End Customers, is available at: https://s3-us-west-2.amazonaws.com/solution-provider-program-legal-documents/AWS+Solution+Provider+Program+-+Program+Guide+for+End+Customers.pdf and may be updated by AWS from time to time. 1. Definitions 1.1. “End Customer” is the Client who signed the Agreement, as well as references to “you” and “your”, in this Addendum. Capitalized terms have the meanings set forth in the Services Agreement between End Customer and EPI-USE Labs, LLC, to which this Addendum is an incorporated attachment. 2. Access to and Use of Authorized Services. The AWS Solution Provider Program Guide provides information on opening, accessing, and using your own AWS accounts to purchase Authorized Services from your Authorized Solution Provider. The Services Agreement will govern all access to and use of the Services on your AWS accounts, except for fees, payment, pricing, and tax terms for your use of the Services, which are superseded by such terms in your agreement with your Authorized Solution Provider. You will receive your invoice from and pay your Authorized Solution Provider for your use of the Solutions, as well as your use of any other Services on the AWS accounts. You hereby agree that your Authorized Solution Provider is EPI-USE, and you authorize EPI-USE, as your agent, to access your AWS accounts to provide the Authorized Services to you. 3. Program account Creation. If you do not already have an AWS account, you can create an AWS account, or EPI-USE can assign an AWS account to you (with AWS’s consent). If EPI-USE creates AWS accounts on your behalf (with your written consent), you should request the root user credentials at the time the accounts are created, unless the account is a Master Payer or Management account, then EPI-USE will retain the root user credentials. AWS does not disclose root user credentials and cannot release those credentials to you. DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 Addendum_AWS_Services_v4-final(5.20.2021EB)__20220609_clean copy (chgs accepted +formatting cleanup) Page 2 Copyright ©2021 Afonza LLC, d/b/a EPI-USE AWS Services – Confidential For a list of tasks that require root user credentials, please visit: https://docs.aws.amazon.com/general/latest/gr/aws_tasks-that-require-root.html (or any successor or related location designated by AWS, as may be updated by AWS from time to time per AWS’s discretion). 3.1 Joining Accounts. In order to transition your AWS account from a direct account with AWS to a program account in the Solution Provider Program governed by your Services Agreement with AWS (an “End Customer Account”); (a) you must join the account to the Management Account specified by EPI-USE (“Program Management Account”) using AWS Organizations or any successor or related Service designated by AWS (Service Terms apply), and, (b) for the account, the Tax Settings page in the console must be updated to EPI-USE’s tax settings, including business legal address, tax registration number, and business legal name or if directed pursuant to the Tax Settings page, the Payment Methods page in the console must be updated to EPI-USE’s billing information, including billing address. You can transition additional AWS accounts from direct accounts with AWS to End Customer Accounts in the Solution Provider Program in the same way, or you can authorize EPI-USE in writing to create End Customer Accounts on your behalf. 3.2 Assigning Accounts. If you already have AWS Organizations set up for your accounts, you may want to assign your own Management Account to EPI-USE (with AWS’s consent). When you assign your Management Account to EPI-USE, it will become the Program Management Account in the Solution Provider Program, and you will need to provide the root user credentials to the Authorized Solution Provider’s account, but the Member Accounts joined to the Program Management Account will be End Customer Accounts and will remain your own accounts. Refer to section 3.3 (Account Settings) below. 3.3 Account Settings: The terms governing the Program Management Account are between AWS and EPI-USE. When assigning your Management Account to EPI-USE to become the Program Management Account, you will need to provide the Management Account root user credentials to EPI-USE. To properly assign the account details under the Solution Provider Program, the following party’s information should be included for Program Management Accounts and Program Accounts: PROGRAM MANAGEMENT ACCOUNT (aka payer account) END CUSTOMER ACCOUNTS (aka linked accounts) Email/Domain EPI-USE’s End Customer’s (using an email domain owned by End Customer) Billing Information EPI-USE’s EPI-USE’s Tax Settings EPI-USE’s EPI-USE’s Company Name EPI-USE’s End Customer’s (using your company’s full legal name) Root User Credentials EPI-USE’s End Customer DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 Addendum_AWS_Services_v4-final(5.20.2021EB)__20220609_clean copy (chgs accepted +formatting cleanup) Page 3 Copyright ©2021 Afonza LLC, d/b/a EPI-USE AWS Services – Confidential If you have any special arrangements with AWS with respect to any AWS accounts that you intend to transition from a direct account with AWS to an End Customer Account in the Solution Provider Program, contact your current AWS account manager to discuss any potential implications on your special arrangement. 4. Authorized Solution Provider Access. There are two operating modes within AWS Organizations: Consolidated Billing and All Features. You should work with your Authorized Solution Provider to determine which mode is best for you. If Consolidated Billing is enabled, only your usage and invoices are made available to your Authorized Solution Provider. You can then use AWS Identity and Access Management (IAM) to manage your Authorized Solution Provider’s access to your End Customer Account, AWS resources, and the Services. For guidance and best practices, visit https://docs.aws.amazon.com/IAM/latest/UserGuide/best-practices.html (or any successor or related location designated by AWS, as may be updated by AWS from time to time). If All Features is enabled, your usage and invoices are made available to your Authorized Solution Provider, and your Authorized Solution Provider will have full control over what your End Customer Accounts can do. Additionally, through AWS Single Sign-On integration with AWS Organizations, your Authorized Solution Provider may also have access to your Content. Your Authorized Solution Provider may provide access to their Program Management Account to you and can work with you to use only IAM to access the Program Management Account. Further, your Authorized Solution Provider may choose to restrict its access to the Program Management Account via its root user credentials, by working with you to implement multi-factor authentication and giving you sole control over one of the factors required for authentication. If you allow your Authorized Solution Provider to collect, use, transfer, disclose, and otherwise process your Content or Account Information, including personal data, you should familiarize yourself with your Authorized Solution Provider’s relevant privacy practices, which may differ from AWS’s privacy practices. Note that in accordance with the AWS Organizations user guide, once All Features mode is enabled, you cannot revert to Consolidated Billing mode. To access a copy of the AWS Organizations user guide, visit https://docs.aws.amazon.com/organizations/latest/userguide/orgs_introduction.html (or any successor or related location designated by AWS, as may be updated by AWS from time to time). 5. Authorized Services If you purchase AWS Managed Services from EPI-USE, you may disclose confidentially to EPI-USE the AWS Managed Services Addendum between you and AWS. 6. AWS and Authorized Solution Provider Relationship EPI-USE and its affiliates are not agents of AWS for any purpose and do not have the authority to bind AWS. 7. Leaving Your Authorized Solution Provider If you decide to leave your Authorized Solution Provider; (a) you must unjoin your End Customer Accounts from the Program Management Account you are leaving (or have EPI-USE assign the Program Management Account to you), and (b) for the accounts, the Tax Settings page in the console must be updated to your tax settings, including business legal address, tax registration number, and business legal name (if applicable) or if directed pursuant to the Tax Settings page, the Payment Methods page in the console must be updated to your billing information, including billing address. Consult your Agreement DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9 Addendum_AWS_Services_v4-final(5.20.2021EB)__20220609_clean copy (chgs accepted +formatting cleanup) Page 4 Copyright ©2021 Afonza LLC, d/b/a EPI-USE AWS Services – Confidential with your Authorized Solution Provider to determine the implications of termination. EPI-USE will continue to bill you for any usage or services reported to EPI-USE until the following steps are completed: • Provide a valid payment method; • Agree to the terms of the AWS Customer Agreement for the account; • Verify the account by phone; • Choose an AWS Support plan for the account; and • Email EPI-USE a verification of the steps taken to remove/unlink the account from EPI-USE. Verification must be sent to: euaws-cloudfinance@epiuse.com DocuSign Envelope ID: C06F04C2-1E00-454B-951B-89A65E816AE9