REQUEST FOR PROPOSAL

FOR
INFORMATION TECHNOLOGY SERVICES

RFP INFORMATION TECHNOLOGY SERVICES

 NOTICE REGARDING DISCLOSURE
OF
CONTENTS OF DOCUMENT

All responses to this Request for Proposal (RFP) accepted by the Pasadena Center
Operating Company (PCOC) shall become the exclusive property of the PCOC. At such
time as the Center recommends a company to the Board of Directors, and such
recommendation, with any recommended contract appears on the Boards agenda, all
proposals accepted by the PCOC shall become a matter of public record and shall be
regarded as public, with the exception of those elements of each proposal which are
defined by the contractor as business or trade secrets and plainly marked as "Trade
Secret", "Confidential" or "Proprietary". Each element of a proposal which a company
desires not to be considered a public record must be clearly marked as set forth above,
and any blanket statement (i.e. regarding entire pages, documents or other non-specific
designations) shall not be sufficient and shall not bind the PCOC in any way whatsoever.
If disclosure is required or permitted under the California Public Records Act or
otherwise by law, the PCOC shall not in any way be liable or responsible for the dis-
closure of any such records or part thereof.

RFP INFORMATION TECHNOLOGY SERVICES

 REQUEST FOR PROPOSAL
FOR
INFORMATION TECHNOLOGY SERVICES

INVITATION FOR PROPOSAL

The Pasadena Center Operating Company hereafter called (Center) is accepting

Request for Proposals (RFP) to solicit proposals for INFORMATION TECHNOLOGY
SERVICES (Contractor), including but not limited to provide Information Technology
Services to supplement in-house technology services at the highest level of services to
the CENTER. The Contractor shall provide the Services based on the services specified
in the following document

All interested parties are invited to respond to this Request for Proposal (RFP) by
providing two (2) written proposals no later than Noon on December 14, 2016
to:
Michael Ross, CEO
Pasadena Center Operating Company
300 E Green Street
Pasadena, CA 91101

All interested parties are invited to a pre-proposal meeting and site walkthrough
scheduled for 11am on December 6, 2016

Please address any questions concerning this RFP to:

Tim Norman IT & Ticket Operations Manager

Pasadena Center Operating Company
(626) 793-2122 x 289
[email protected]

RFP INFORMATION TECHNOLOGY SERVICES

 PCOC BACKGROUND

The Pasadena Center Operating Company (PCOC CENTER) is comprised of the Pasadena
Convention Center, Pasadena Civic Auditorium, Ice Skating Center and the Pasadena Convention &
Visitors Bureau.

For Fiscal Year 2015 (July 1, 2015 to June 30, 2016), the Center hosted 310 events which attracted
400,000 attendees. Events included conventions & trade shows, corporate meetings, consumer shows,
concerts, theatrical shows, meetings & seminars, and community events.

SCOPE OF WORK:

The Pasadena Center Operating Company (PCOC) is seeking proposals from qualified, knowledgeable,
and experienced companies to provide Information Technology (IT) Services to support our in-house
Information Technology (IT) Department. We encourage companies to submit the most comprehensive
proposal possible offering the highest quality of service.

The nature of the service will be ongoing support and coordination with the in-house Information
Technology (IT) Manager to ensure proper implementation of new technology, general management and
operation, along with maintenance and/or troubleshooting of existing systems. The company chosen will
need to work closely with a variety of departments within the organization, providing support as needed or
instructed.

Contractor will provide general professional services on an as-needed basis primarily during normal
business hours: M-F 8:00 a.m. to 5:00 p.m. either remotely or on-site. However, vendor must be available
24 hours a day 7 days a week, including holidays.

In determining whether a Respondent possesses the minimum qualifications to provide the Services,
Respondent must demonstrate the following to the satisfaction of the CENTER:

SCOPE OF SERVICES

Section A: Minimum Qualifications

Be registered and maintain proper business licenses and remain in good standing within the State
of California and the City of Pasadena ;

Maintain a staffed, 24-hour a day, central office in the region;

Have sufficient size and depth of management, resources and staff to support the services
required in the specifications;

Have sufficient financial resources to meet payroll, equipment and supplies to meet operational
requirements and ensure quality service;

Have measurable and demonstrated successful experience in providing specified Services for
like size venue and operations;

Provide Information Technology Services as the primary function of their business;

Have been in business for at least five (5) years providing Information Technology Services to
convention centers, hotels or similar venues;

RFP INFORMATION TECHNOLOGY SERVICES

Contractor shall, at its own expense, carry and maintain, during the period of performance: State
required Workers Compensation Insurance and Employers Liability Insurance for its employees with
limits of $2,000,000, per occurrence, or evidence of self-insurance where permitted by law;
Comprehensive General Liability Insurance with minimum limits of $2,000,000 and on which PCOC, its
Board Members, employees, agents and volunteers and the City, its Councilmembers, commissioners,
officials, officers, employees, agents and volunteers are named as additional insured.

Contract Term

The term of the resulting contract shall be in effect for an Initial Term of five (3.5) years, commencing on
January 1, 2017, and terminating on June 30, 2020, unless sooner terminated. Prior to expiration of the
Initial Term, the Contract may be extended by mutual agreement, for an Extension Term of Two (2)
additional (2) two-year periods.

Response Requirements and Content

Prior to submitting a response, the Respondent must carefully review this Solicitation and any addenda
subsequently issued. The Respondent is responsible for seeking any clarification or information needed
to respond. The Respondent is solely responsible for any deficiencies in the response submitted.

The Respondent must review the terms and conditions set forth in the specimen contract attached hereto
and, in the submittal, specifically identify any provisions the Respondent finds unacceptable or desires to
negotiate.

The Respondent is solely responsible for all costs, direct or indirect, incurred responding to this
Solicitation. CENTER will incur no obligation or liability in connection with the submittal of a response.
A responsive submittal must include responses to the following sections and specific item requests:

Section B: Qualifications Statement

A brief description of the firm or business entity, including firm history, number of employees,
organization structure, ownership structure and expertise, and resumes for principals or key
employees who would perform the Services in this Solicitation;

A detailed listing and description of experience and other information that demonstrates the
Respondents expertise and capacity to provide the Services specified in this Solicitation,

Minimum of five (5) letters of recommendation from specific customers who have used services
provided by the Respondents in the past 18 months; and if relevant, a list of references from
Convention Centers to whom the Respondent has provided services similar and comparable to
those described in this Solicitation (contact name, telephone, email address, contract term) from whom
CENTER may obtain references;

A copy of the Respondents last three (3) annual financial statements reviewed by an independent
Certified Public Accountant;

Any other relevant information that Respondent believes would assist CENTER in evaluating
the submittal.

RFP INFORMATION TECHNOLOGY SERVICES

Section C: Proposed Fees

Specify all hourly rates for service; including all travel time, nights, weekends and holidays.

Specify all fees associated with proposed server and desktop management solutions.

Specify whether Respondent is able to provide any value-added services to CENTER either for
a fee or as complimentary service to CENTER;

Describe any financial investment to implement the resulting agreement.

Pre-proposal Meeting and Site Walkthrough. A pre-proposal meeting and site walkthrough
is scheduled for 11am, December 6, 2016.

Selection Process

The evaluation process will consider the merits of the proposals by prospective vendors in line with the
PCOCs stated objectives. The CENTER may also conduct reference checks to ascertain the quality of
work performed previously. Those companies, who appear best suited, in the sole determination of the
Center, may be asked to participate in an additional interview to further evaluate their qualifications. We
will review proposals that are received. Proposals that are non-responsive to the requirements of this
RFP shall not be included for evaluation by the selection committee.

Local Pasadena Business receive a 5% preference

Small and Micro-Businesses receive a 5% preference (proposer must be certified by the State of
California as a small or micro-business - http://www.pd.dgs.ca.gov/smbus/sbcert.htm

The specific criteria and point value established for this Request for Proposal is as follows (total points):

1. Narrative describing methodology and protocols (25 points)

2. Experience and expertise (25 points)
3. Technical merit and completeness of proposal (20 points)
4. Rates of service (20 points)
5. Small Business preference (5 points)
6. Pasadena Local Business Preference (5 points)

INFORMATION TECHNOLOGY SERVICES

The Pasadena Center Operating Company (PCOC) is seeking proposals from qualified, knowledgeable,
and experienced companies to provide Information Technology (IT) Services to support our in-house
Information Technology (IT) Department. We encourage companies to submit the most comprehensive
proposal possible offering the highest quality of service.

The nature of the service will be ongoing support and coordination with the in-house Information
Technology (IT) Manager to ensure proper implementation of new technology, general management
and operation, along with maintenance and/or troubleshooting of existing systems.
Additionally, recommendations for improving existing systems and providing technical support for
future designs and purchases of equipment, software, and licenses agreements.
The company chosen will need to work closely with a variety of departments within the organization,
providing support as needed or instructed.

RFP INFORMATION TECHNOLOGY SERVICES

 Background Information
The Pasadena Center Operating Company currently employs servers running Microsoft Windows
Server 2008 or 2012 along with Microsoft Windows Desktop PCs, notebook, and tablet PCs running
Windows 7, 8 or 10. Additionally, there are a number iPads and Android tablets deployed in various
capacities. See Exhibit A for details

Desktop PCs are located throughout the complex and are of Dell manufacture. These PCs vary by
age, specifications, software, and service pack versions. The notebook or tablet PCs are of Dell or
Lenovo manufacture and vary by age, specifications, software, and service pack versions.

Scope of Work
The primary scope of work is to provide on demand support, routine preventative maintenance
service and recommendations for improving existing systems and providing technical support for
future designs and purchases of equipment, software, and licenses agreements in coordination with
and directed by the PCOCs IT Manager.

Contractor will provide general professional services on an as-needed/as-instructed basis primarily

during normal business hours: M-F 8:00 a.m. to 5:00 p.m. either remotely or on-site. However,
vendor must be available 24 hours a day 7 days a week, including holidays.

Scope of work to be performed by contractor will be coordinated and managed by PCOCs

Information Technology (IT) Manager.

A. Initial Assessment
In coordination with the IT Manager, review the inventory, assess the system architecture and
equipment for efficiency, life expectancy, capacity, speed, and current processes, and make
recommendations for improving routine support criteria and eliminating emergency maintenance
situations. A report of this initial assessment shall be submitted by March 1, 2017 and each January
1st as long as the contract is in force. This is to allow for necessary budget planning for the
upcoming year.

B. Desktop Application Support

Perform basic support functions as needed/requested, including the installation of PCs, laptops,
tablets, printers, peripherals, and software. Contractor will diagnose and correct desktop
applications issues, configure all computers for standard applications and identify and correct end
user hardware problems and perform advanced troubleshooting.

C. Server and Workstation Administrative Services

Manage computer network and associated hardware, software, communications and operating
systems necessary for the quality, security, performance, availability, recoverability and reliability of
the system. Monitor server performance and capacity management services. Ensure scheduled
preventive maintenance for equipment is promptly performed. Develop back-up plans and
procedural documentation. The contractor shall be responsible for configuration management,
including changes, upgrades, patches, etc.; and support of software products relating to servers and
workstations; timely response to repair and maintenance work for the user.

D. Network Administration Services

Maintenance and support of network equipment, including switches, firewalls, routers and other
security devices. Installation and maintenance of printers, scanners, network devices and other
computer peripherals. Analyze routine configuration changes and install software patches and

RFP INFORMATION TECHNOLOGY SERVICES

 upgrades as well as minor cabling if needed.

Complete proactive monitoring of network equipment including alert notifications to PCOCs IT

Manager in the event of device failure. Network performance and capacity management services,
and network troubleshooting. Maintain network documentation and procedures.

E. Email
The contractor shall manage the PCOCs email system and ensure domain names are maintained
properly. As needed and as determined by the PCOCs Information Technology Manager, the
contractor may be responsible for adding, deleting or changing employee email accounts and ensure
that each email account is working efficiently and effectively free of uninterrupted errors, and
ensure that each individual email account can maintain ample server space.

F. Security and Backup Efforts

Ensure that all servers, desktops and laptops are protected by antivirus software and that adequate
firewalls are in place to prevent unwanted intrusion into the PCOCs computer network system.
Systems shall be designed to notify PCOCs IT Manager when system securities are breached and or
when system hardware is not operating efficiently. The contractor shall perform security audits as
requested and notify PCOCs IT Manager immediately of suspected breach of security or intrusion
detection.

A backup system shall be established to prevent loss of date and functionality as well as reduce
downtime.

The consultant shall configure PCOCs system to enable remote access in a secure environment and
provide remote access administration as requested by the IT Manager.

G. Planning
The contractor shall engineer, plan and design services for major system enhancements, including
installations and upgrades of new and existing systems. Examples include major server upgrade,
storage system upgrades, redesign of backup systems, etc. Provide technical leadership for server
technology issues. Make recommendations for future purchases of hardware, software and
technology needs. Install new servers, software and hardware and transfer data when acquired.
Strategic planning, design and installation/upgrade of core network systems. Examples include
major network upgrades, provider changes, IP schema design, installation of core network devices,
etc.

G. On Demand Response
The contractor shall offer on-demand response to the PCOCs IT requests. The contractor shall have
access and be available during the PCOCs normal business hours. It is expected that contractor is to
perform maintenance service after hours and on weekends in situations which would least likely
disrupt daily operations. Specific times and dates shall be coordinated with the IT Manager.

H. Confidentiality
Confidentiality of computer information and data is vital. The selected contractor and their
employees will be required to sign and adhere to a confidentiality clause that information in the
system must remain confidential under penalty of law.

I. Not Included
The contract to be awarded does not obligate PCOC to purchase computer equipment, hardware

RFP INFORMATION TECHNOLOGY SERVICES

 devices, cabling, licenses, software et al from the successful vendor. Replacement parts are not part
of this contract. The scope also does not include computer equipment and networks not owned by
PCOC.

J. SUBMISSION REQUIREMENTS
PCOC is requesting that the proposal submitted address the subjects with specificity. We are looking
for content, organized effort, and solution-oriented procedures. The goal is a secure, smooth
operating, efficient process, and effective informational technology system.
Due to the nature of this proposal, it is requested that each proposal be brief and to the point and
consist of no more than ten pages. Each proposal shall provide the following information:

Contents of Proposal
Proposals must include but need not be limited to the following information
A proposal describing your qualifications and outlining service solutions
A breakdown of rates and fees for services to be provided including server and desktop
management solutions.
References complete with contact names and telephone numbers
A completed and signed Affidavit of Non-Collusion
Proof of liability insurance in the amount of $1,000,000

1.1 Non-Exclusive Provider Status. Contractor shall be the non- exclusive provider of Information
Technology Services to supplement in-house Information Technology Services at the Center.
Contractor shall be responsible for all personnel actions including hiring, training, supervision.

RFP INFORMATION TECHNOLOGY SERVICES

 Exhibit A

80 Desktop or AIO PCs

20 Notebook or Tablet PCs
16 iPads
14 Desktop Printers

10 Servers running Windows Server 2008 or 2012

1. Exchange Server - Email
2. Application Server - Finance
3. Application Server Digital Signage
4. Application Server Antivirus
5. Data Server File Storage
6. Application Server Ice Rink
7. Application Server CRM
8. Web Server - CRM
9. Application Server Food Services
10. Application Server Phone System

Mitel Phone System

Mitel 3300 Controller
Mitel ASU (2)
Mitel NuPoint Voicemail Server
Mitel Call Accounting Server

Omnivex Digital Signage System

Application Server (reflected above)
16 Controller PCs

Wi-Fi Hardware
24 Ubiquiti Wireless Access Points
8 Ubiquiti POE Switches

Networking Hardware
SOPHOS XG330 Firewall
20 Managed Network Switches (HP, CISCO, Linksys)

Information above deemed to be accurate at the time it was compiled. Specific items and quantities subject to change at any time.

RFP INFORMATION TECHNOLOGY SERVICES

SECTION 2. PERFORMANCE STANDARDS AND COVENANTS

2.1 General Standards and Covenants.

2.1.1 Licenses. Contractor obtain and maintain throughout this Contract all licenses required
by the State of California, the City of Pasadena and/or County of Los Angeles to operate a business or
provided the Services herein.

2.1.2 Safety. Contractor shall provide for safety of persons and property while it is providing
the Services and observe the safety provisions of applicable laws and regulations.

2.2 CENTER Oversight; Contractor Cooperation. Contractor and its onsite management and
supervisory personnel shall take general instructions and directions from CENTER designated
representative while performing Services. Contractor and its employees and agents shall fully cooperate
with the CENTER designated representatives with regard to providing the
Services.

2.3 Notice to Perform Services; Cancellations; Failure to Perform.

2.3.1 Notice to Perform. CENTER will make every effort to give Contractor sufficient
advance notice of events requiring Contractors Services, but not less than seventy-two
(72) hours advance notice shall be given.

2.3.2 Cancellations. CENTER shall incur no liability to Contractor for failure to deliver notice of
cancellations.

2.3.3 Failure to Perform. If, for any reason, Contractor fails to perform the Services as
requested by CENTER, or as required by this Contract, CENTER shall have the right to engage the
services of another party to perform the Services required.

2.4 Access to Center; Use of Center by Others or for Unrelated Purposes Prohibited.

2.4.1 Access for Contractor, its Employees and Vendors. CENTER will specify where
and how Contractor, and its employees and vendors will enter the Center. Contractor and
its employees shall have access to designated areas in the Center, only during scheduled
hours of operation.
Contractor shall have reasonable access to CENTER administrative offices and other areas of the Center
to conduct normal business activities required by this Contract; however, Contractor and its employees
shall not have access to other areas of the Center unless specifically approved by CENTER.

2.4.2 Use of Center by Others or for Unrelated Purposes Prohibited. Contractor shall not
use or permit anyone else to use any area of the Center for events or activities unrelated
to the Services provided herein, or to attend events in the Center, without CENTER
prior written approval. Contractor shall not use, or permit any other person or entity to use,
any area of the Center or CENTER equipment for any purpose, without CENTER
prior written approval.

2.5 Management and Supervision

2.5.1 Contractors Office. In order to effectively provide management and supervision,

Contractor shall maintain a staffed, 24-hour a day central office in the region.
Office space may be provided for Contractors use within the Center if available.

2.5.2 Onsite Manager. Contractor shall select a manager to provide onsite general
supervision of the Services. CENTER shall have final approval of person selected as
the manager.

RFP INFORMATION TECHNOLOGY SERVICES

2.6.4 Advertising; CENTER Intellectual Property. Contractor shall not advertise or
permit advertising in any manner, including but not limited to, advertisement of suppliers,
except as approved by the CENTER. Contractor shall not, directly or indirectly, use the
trademarks, symbols or trade name(s) of the CENTER or the Center for any purpose,
without the prior written approval of the CENTER. Contractor may identify the Center
as a business location on business cards.

2.6.5 Political Activity Prohibited. Neither Contractor, nor its employees, agents or personnel
shall distribute campaign or political literature or conduct any political activities in the
Center.

2.6 Personnel

2.6.1 Contractors Personnel. Contractor shall select, employ, train, and furnish personnel
who are proficient, productive, and courteous to staff and patrons. Contractor shall discipline, and
if necessary, remove any person who fails to abide by the policies and guidelines established by
Contractor or CENTER.

Contractor shall exercise reasonable control over the conduct, demeanor and appearance
of its employees and ensure they abide by all instructions, regulations and procedures
established by the CENTER. Contractor shall take necessary steps to insure that all
employees meet CENTER minimum hygiene and appearance standards. CENTER shall have the right to
request Contractor to remove from any event employees who fail to meet these minimum standards.

2.6.3 CENTER Rights. CENTER reserves the right to evaluate the performance of
personnel and to require Contractor to remove individual personnel from CENTER
property immediately, if such action is required in order to protect the interests of
CENTER.

2.7 Wage Laws; Workers Compensation.

(a) Contractor shall pay its employees not less than the applicable Pasadena minimum wage rate. All
wages, payroll functions and payroll expenses such as federal and state unemployment insurance taxes
and workers compensation insurance shall be paid by Contractor.

(b) Contractor shall comply with all state and federal Wage and Hour laws and all
California and Federal laws and regulations governing employment and conditions of employment.
Contractor shall comply with the California Workers' Compensation Act as applicable to its employees.

2.7.1 Equal Opportunity. Contractor shall not discriminate against any employee or applicant
for employment on any basis prohibited by law. Contractor shall provide equal opportunity
in all employment practices.

2.7.2 Drug Free Workplace Policy. Contractor shall advise all its personnel that the Pasadena
Convention Center is a DRUG FREE WORKPLACE:

RFP INFORMATION TECHNOLOGY SERVICES

 SAMPLE
INFORMATION TECHNOLOGY SERVICES

TERMS AND CONDITIONS OF PURCHASE ORDER ~ PASADENA CENTER OPERATING COMPANY

1. General.

a) This is a government Agreement. The terms are not changed by any words added by
Vendor, nor superseded because of any form used by Vendor in the course of business.
Any change in terms must be agreed to by an authorized representative of the Pasadena
Center Operating Company, in writing. Acceptance by the Pasadena Center Operating
Company of goods, materials or services is not an acceptance of Vendors other terms.

b) As used herein, PCOC means the Pasadena Center Operating Company and its
representative who is authorized to issue this Agreement (Agreement). The term
Vendor means the seller or contractor who agrees to furnish all goods and services
subject to the terms and conditions of this Agreement, and includes its employees,
representatives, subcontractors and agents.

c) This Agreement becomes valid only when duly executed or approved and when the PCOC
has issued a valid Purchase Order Number. The PCOCs issuance of a Purchase Order
Number is the only authorization which will be recognized by the PCOC to allow the
Vendor to begin action on this Agreement and for charges to its account.

d) As used herein, Agreement means the Purchase Order Requisition, this Agreement and
Purchase Order Terms and Conditions and any written documents incorporated by specific
reference. This Agreement constitutes the entire agreement between the parties and
supersedes all previous communications between them, either oral or written. In case of a
conflict, these Purchase Order Terms and Conditions shall strictly prevail over the terms of
any other document which is a part of this Agreement.

e) This Agreement is entered into in the city of Pasadena, California and governed by
and construed according to the laws of the State of California.

f) Vendor shall comply with all Federal, State, County and City laws, ordinances, rules and
regulations.

g) Time is strictly of the essence in this Agreement.

h) The PCOCs waiver of any term, condition, breach or default of this Agreement shall not be
considered to be a waiver of any other term, condition, default or breach, nor of a
subsequent breach of the one waived.

i) Vendor shall not assign or transfer this Agreement or any rights in this Agreement
without the prior written consent of the PCOC, which may be withheld in the PCOCs
sole discretion.

RFP INFORMATION TECHNOLOGY SERVICES

 j) PCOC may terminate this Agreement, or any part thereof, for any cause or without cause
upon fifteen (15) calendar days written notice to Vendor.

2. Invoices.

a) Each invoice under this Agreement shall contain, at a minimum, the following information:
the Purchase Order Number, whether the invoice covers complete or partial delivery or
performance, a specification of the goods and services furnished according to the prices
stipulated and in a format acceptable to the PCOC, and applicable tax as a separate line
item.

b) Vendor shall be paid upon approval of proper and acceptable invoices for material
and services accepted by the PCOC.

c) No invoice shall be issued prior to receipt and acceptance of material and services by PCOC.

d) PCOC does not authorize and shall not pay interest charges.

e) No invoice shall be paid prior to the submittal by Vendor of a W-9 form, Taxpayer
Identification Number and Certification.

3. Inspection and Acceptance. All material ordered and all services performed are subject to final
inspection and acceptance by the PCOC in its sole discretion. P C O C may reject and return at
Vendors expense all materials and articles not conforming to this Agreement. Vendor shall
bear all risks as to rejected material and services after notice of rejection. PCOC shall rely on
Vendor to correct, at no additional costs, all material and all services which are rejected by
PCOC as not meeting applicable standards or the requirements of this Agreement.

4. Indemnity. Vendor agrees to indemnify, hold harmless, and defend (even if the allegations
are false, fraudulent or groundless), to the maximum extent permitted by law, the PCOC, its
Board and each member thereof, officers, employees and representatives and the City of
Pasadena (City), its City Council and each member thereof, and its officers, employees,
commission members and representatives, from any and all liability, loss, suits, claims,
damages, costs, judgments and expenses (including attorneys fees and costs of litigation)
which in whole or in part are claimed to result from or to arise out of the usage or
operation, including the malfunctioning of, or any injury caused by, any product purchased
herein, or any acts, errors or omissions, including, without limitation, professional
negligence of Vendor. This agreement to indemnify includes, but is not limited to personal
injury (including death at any time) and damage to property (including, without limitation,
contract, tort, patent, copyright, trade secret or trademark infringement) sustained by any
person or persons, corporations or Vendor.

5. Special terms applicable to all Agreements for goods and material provided to PCOC.

a) Vendor agrees to prepay transportation charges and to show them separately on all invoices.
b) Title to all material furnished under this Agreement shall pass to the PCOC on delivery
and loading of material at the F.O.B. point designated in this Order.
c) All material listed in the Safety Orders of the California Division of Industrial Relations shall

RFP INFORMATION TECHNOLOGY SERVICES

 fully comply with the requirements of said Orders.
d) All goods, material and equipment ordered, except as otherwise noted in this Order, shall
be delivered in a new and unused condition.
e) All vehicles and automotive equipment furnished under this Agreement/Purchase Order
shall meet all requirements of the California Vehicle Code and regulations of the Federal
Department of Transportation.
f) Vendor shall transfer to PCOC the manufacturers warranty or guarantee for each item
furnished, in full force and effect as of the day the PCOC commences operation and use of
the item. Where applicable, PCOC shall be named as owner-beneficiary of such warranty
or guarantee. In addition, Vendor warrants that all material and goods provided under
this Order are free from defects in material and workmanship.
g) If there is a patent defect in material that goes uncorrected after 10 calendar days notice,
or a shorter time in the case of an emergency demanding immediate action, PCOC may
make the necessary replacements or repairs and charge Vendor the total cost of labor,
material, equipment and administration. The PCOC may withhold from Vendor an amount
for these costs and recover any balance from Vendor.

6. Special terms applicable to all Agreements for services provided to PCOC:

a) Proof of Insurance. Prior to performance of services, Vendor shall provide insurance

certificates and endorsements to PCOC evidencing coverage required under this
paragraph and indicating that PCOC will be notified no fewer than 30 days prior to any
cancellation or reduction in coverage.
b) Insurance Requirements. Vendor shall, at its own expense, carry and maintain, during the
period of performance: State required Workers Compensation Insurance and Employers
Liability Insurance for its employees with limits of $1,000,000, per occurrence, or evidence
of self-insurance where permitted by law; Comprehensive General Liability Insurance with
minimum limits of $1,000,000 and on which PCOC, its Board Members, employees, agents
and volunteers and the City, its Councilmembers, commissioners, officials, officers,
employees, agents and volunteers are named as additional insureds.
c) Vendor shall not perform work on PCOC or City owned property until so
authorized in writing by the PCOC.
d) Vendor is an independent contractor and not an employee or agent of the PCOC or City and
shall furnish such services in its own manner and method except as required by this
Agreement. Vendors employees, subcontractors or agents shall not, under any
circumstances, be considered employees of PCOC or City. Vendor has and shall retain the
right to exercise full control over employment, direction, compensation and discharge over
all persons engaged in performance under this Agreement. Vendor shall be solely
responsible for and shall indemnify, defend and save PCOC and City harmless from all
matters relating to the payment of its employees, including, but without limitation,
deductions, withholding, wages, salaries, benefits, taxes and regulations of any nature
whatsoever.

7. Special additional terms applicable to all Agreements for a Public Works Project (Project), in
addition to those set forth in paragraph 6, above:
a) This Project is subject to the provisions of Labor Code Sections 1720, et seq., and the
requirements of Title 8 of the California Code of Regulations, Sections 16000, et seq., which
govern the payment of prevailing wages, employing apprentices on public works projects

RFP INFORMATION TECHNOLOGY SERVICES

 and related obligations. Vendor and its subcontractors of any tier shall be governed by and
required to comply with these statutes and regulations in connection with the Project.
b) A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal,
subject to the requirements of Public Contract Code Section 4104, or engage in the
performance of this Project unless currently registered and qualified to perform public
work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section
1771.1 for an unregistered contractor to submit a bid that is authorized by Business and
Professions Code Section 7029.1 or by Public Contract Code Sections 10164 or 20103.5,
provided the contractor is registered to perform public work pursuant to Labor Code
Section 1725.5 at the time the Agreement is awarded.
c) This Project is subject to compliance monitoring and enforcement by the Department
of Industrial Relations
d) Vendor must post job site notices prescribed by regulation.
e) Vendor agrees to timely furnish electronic, certified payroll records for this Project directly
to the Labor Commissioner and to make them available for inspection by the PCOC or City
during normal business hours.
f) The agreement to indemnify PCOC and City set forth in paragraph 4, above, includes but is
not limited to indemnity for any liability loss, suits, claims, damages, costs, judgments and
expenses (including attorneys fees and costs of litigation) which in whole or in part are
claimed to result from or to arise out any failure by Vendor to meet its obligations under
the provisions of Labor Code, Section 1720, et seq., and the requirements of Title 8 of the
California Code of Regulations, Section 16000, et seq..

8. Special additional terms applicable to software licenses and software maintenance,

authorized by either the PCOC or the City Department of Information Technology, and to
equipment lease and equipment maintenance:

The form of software license, software maintenance, equipment lease and equipment
maintenance attached to this Agreement, when approved as to form by the City Attorney, are
incorporated as a part of this Agreement, are agreed to by the PCOC and City, and shall take
precedence over all of the terms and conditions of this Agreement, except as to paragraphs
numbered 9, 10, 11, 12, 13, and 14, inclusive.

9. Non-discrimination and Equal Employment Opportunity Practices Provisions:

a) Vendor certifies and represents that, during the performance of this Agreement, the Vendor
and each subcontractor shall adhere to equal opportunity employment practices to assure
that applicants and employees are treated equally and are not discriminated against
because of their race, religion, color, national origin, ancestry, disability, sex, age, medical
condition, marital status, or any other basis enumerated in Government Code Section
12940(a). Vendor further agrees that it will not maintain any segregated facilities.

b) Vendor shall, in all solicitations or advertisements for applicants for employment placed by or
on behalf of the contractor, state that it is an "Equal Opportunity Employer" or that all
qualified applicants will receive consideration for employment without regard to their race,
religious creed, color, national origin, ancestry, disability, sex, age, medical condition, marital
status, or any other basis enumerated in Government Code Section 12940(a).

RFP INFORMATION TECHNOLOGY SERVICES

 c) Vendor shall, if requested to so by the PCOC or City, certify that it has not, in the
performance of this Agreement, discriminated against applicants or employees
because of their race, religious creed, color, national origin, ancestry, disability, sex, age,
medical condition, marital status, or any other basis enumerated in Government Code
Section 12940(a).

d) If requested to do so by the PCOC or City, Vendor shall provide the PCOC or City with
access to copies of all of its records pertaining or relating to its employment practices,
except to the extent such records or portions of such records are confidential or privileged
under state or federal law.

e) Vendor agrees to recruit Pasadena residents initially and to give them preference, if all
other factors are equal, for any new positions which result from the performance of this
Agreement and which are performed within the City.

f) Nothing contained in this Agreement shall be construed in any manner so as to require or

permit any act which is prohibited by law.

g) Vendor shall include these provisions in each of its subcontracts under this Agreement.

10. Business License. Vendor shall obtain any City Business License required by Pasadena Municipal
Code Chapter 5.04. Consult the License Division, Department of Finance, as to license
requirements, phone (626) 744-4166.

11. No conflict. Vendor hereby represents warrants and certifies that no officer or employee of
the Vendor is a director, officer or employee of the PCOC or the City of Pasadena, or a
member of any boards, commission or committees, except to the extent permitted by law.

12. Maintenance and Inspection of Records. The PCOC, or its authorized auditors or
representatives, shall have access to and the right to audit and reproduce any of the Vendor's
records to the extent the PCOC deems necessary to insure it is receiving all money to which it
is entitled under this Agreement and/or is paying the amounts to which Vendor is properly
entitled to under the Agreement or for other purposes relating to the Agreement. Vendor
shall maintain and preserve all such records for a period of at least 3 years after the
termination of the Agreement. The Vendor shall maintain all such records in the City of
Pasadena. If not, the Vendor shall, upon request, promptly deliver the records to the PCOC or
reimburse the PCOC for all reasonable and extra costs incurred in conducting the audit at a
location other than the City of Pasadena, including, but not limited to, such additional (out of
the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and
overhead.

13. Taxpayer Protection Act. The restrictions of Article XVII, City of Pasadena Taxpayer Protection
Act, of the Pasadena City Charter apply to this Agreement. If the PCOC or City public official
responsible for approving said Agreement determines the amount of the order, or the
cumulative amount of purchase orders granted to Vendor over any 12-month period, triggers
the requirements of Article XVII, Vendor will be considered a "recipient of a public benefit."
P C O C o r City public officials who approve or vote to approve this "public benefit" will be
prohibited from receiving gifts or other personal benefits with a value in excess of $50,
campaign contributions, or employment from Vendor for a specified period of time. A

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 "recipient of a public benefit" includes individuals, corporations, firms, partnerships,
associations or other persons or entities, as well as those individuals who have more than a
10% equity, participation or revenue interest in an entity, or who serve as trustee, director,
partner or officer of the entity. At the PCOC or City's request, Vendor shall provide written
disclosure of all of the foregoing interests, as applicable. Vendor s disclosure will be
considered a public record.

Approved as to Form
Pasadena City Attorney
November 8, 2016

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 AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES

____________________________________________________________________, being first duly sworn deposes

and says that he/she is __________________________________________________________________________

(Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title)

of_______________________________________________________________________________________________________
(Insert name of bidder)

who submits herewith to the City of Pasadena a proposal;

That all statements of fact in such proposal are true;

That such proposal was not made in the interest of or on behalf of any undisclosed person, partnership,
company, association, organization or corporation;

That such proposal is genuine and not collusive or sham;

That said bidder has not, directly or indirectly by agreement, communication or conference with anyone
attempted to induce action prejudicial to the interest of the City of Pasadena, or of any other bidder or anyone else
interested in the proposed contract; and further

That prior to the public opening and reading of proposals, said bidder:

a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham proposal;

b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or
anyone else would submit a false or sham proposal, or that anyone should refrain from bidding or
withdraw his proposal;

c. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with
anyone to raise or fix the proposal price of said bidder or of anyone else, or to raise or fix any
overhead, profit or cost element of his proposal price, or of that of anyone else;

d. Did not, directly or indirectly, submit his proposal price or any breakdown thereof, or the contents
thereof, or divulge information or data relative thereto, to any corporation, partnership, company,
association, organization, bid depository, or to any member or agent thereof, or to any individual or
group of individuals, except the City of Pasadena, or to any person or persons who have a
partnership or other financial interest with said bidder in his business.

I certify under penalty of perjury that the above information is correct

By:______________________________________ Title:_______________________________________

Date:____________________________________

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 Vendor List Questionnaire (Form AA-1)
Affidavit of Equal Opportunity Employment & Non-segregation

In order to be placed to the Citys vendor list and be eligible to receive City business, you must provide
the following information except where indicated as optional. By submitting this form you are declaring
under penalty of perjury under the laws of the State of California and the laws of the United States that
the information is true and correct. Furthermore, you are certifying that your firm will adhere to equal
opportunity employment practices to assure that applicants and employees are not discriminated against
because of their race, religion, color, national origin, ancestry, disability, sex or age. And, your firm does
not and will not maintain or provide for its employees any segregated facilities at any of its
establishments, and that it does not and will not permit its employees to perform their services at any
location, under its control, where segregated facilities are maintained.

Name of Company_______________________________ Business Telephone __________________

Address___________________________________ ____ Fax number

_______________________
(Optional)
City______________________________________ State________ Zip_____________________

Contact Person______________________________ E-mail Address_______________________

(Optional)
Tax ID Number (or Social Security Number)_________________________________________________

Remit Address (if different) ______________________________________________________________

Please state clearly and concisely the type(s) of goods and services your company provides:

The following section is OPTIONAL and is for statistical reporting purposes only. Ownership (please
check all that apply):

African-American____ Asian____ Armenian____ Hispanic____

Native American____ Disabled____ Female____

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