HomeMy WebLinkAboutReg 2016-10-17 Item 5B - Budget / Agreements - Technology Services for $170,240: Freshdesk Inc, Indigo Slate and VitalystCOUNCIL AGENDA SYNOPSIS
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Prepared by
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C4uju'l review
09/26/16
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❑ Ordinance
At g Date
10/17/16
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[:] Other
At g Date
SPONSOR ❑ Council ❑ Mayor ❑ HR ❑ DCD E]finance E].Fire Z IT 0P&R ❑ Police ❑ PW"
SPONSORI, s Council is being asked to authorize $170,240 for use by the Technology and Innovation
SUMMAIZY Services Department to be included as part of the upcoming 2016 budget amendment.
Specifically Council is being asked to authorize the approval of $9,240 on Help Desk and IT
Service Management Software; and authorization for the Mayor to sign contracts with
Vitalyst up to the amount $73,000 for Help Desk Support and training and Indigo Slate in
the amount of $88,000 for persona-driven IT Service Management and Customer Portal.
Ri,"v I FIWI ? 1) BY ❑ cow mtg. F-1 CA&P Cmte [:] F&S Cmte ❑ Transportation Cmte
F-1 Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. F-1 Planning Comm.
DATE: 9/26/16 COMMITTEE CHAIR:
V
7,
Fund Source: PROFESSAIONAL SERVICES 000.12.518.880.41.00, SOFTWARE 000.12.518.880.49.01
Comments.-
MTG. DATE
RECORD OF COUNCIL ACTION
9/26/16
ITEMNO.
777T
1-,'F SPONSOR: JOSEPH TODD
ORIGINAL AGI-NDADNIT: 9/26/16
A(,, L"NDA I'I'Em Tj,j,i,j," Authorize approval of the amount of $170,240 for use by the Technology and
Innovation Services Department to be included as part of the 2016 budget
amendment and authorize approval of contracts.
C,\'I'I,',GORY M Discussion
All
,g Date 09126116
E Motion
Aft g Date 10117116
❑ Resolution
At g Date
❑ Ordinance
At g Date
❑ Bid.Award
At g Date e
[:] Public 1-leariq
AIg Date
[:] Other
At g Date
SPONSOR ❑ Council ❑ Mayor ❑ HR ❑ DCD E]finance E].Fire Z IT 0P&R ❑ Police ❑ PW"
SPONSORI, s Council is being asked to authorize $170,240 for use by the Technology and Innovation
SUMMAIZY Services Department to be included as part of the upcoming 2016 budget amendment.
Specifically Council is being asked to authorize the approval of $9,240 on Help Desk and IT
Service Management Software; and authorization for the Mayor to sign contracts with
Vitalyst up to the amount $73,000 for Help Desk Support and training and Indigo Slate in
the amount of $88,000 for persona-driven IT Service Management and Customer Portal.
Ri,"v I FIWI ? 1) BY ❑ cow mtg. F-1 CA&P Cmte [:] F&S Cmte ❑ Transportation Cmte
F-1 Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. F-1 Planning Comm.
DATE: 9/26/16 COMMITTEE CHAIR:
RECOMMENDATIONS:
SPONSOR/ADmIN. Mayor's Office/TS Department
COmm"I-IT"I", FS 9/20/16; Forwarded to 9/26 C.O.W.
COST IMPACT / FUND SOURCE
Exi,FINDITURE RHIQUIRLA) AMOUNT, BUDGE'rED APPROPRIATION REQUIRED
$170,240 $170,240 $0
Fund Source: PROFESSAIONAL SERVICES 000.12.518.880.41.00, SOFTWARE 000.12.518.880.49.01
Comments.-
MTG. DATE
RECORD OF COUNCIL ACTION
9/26/16
Budget discussion at C.O.W.
10/17/16
MTG. DATE
ATTACHMENTS
9/26116
Informational Memorandums (2) dated 8/17/16
Draft Technology Services Department 2017 - 2018 Proposed Budget
Minutes from the Finance and Safety Committee meeting 9/20/16
10/17/16
Informational Memorandum dated 10/11/16
Contracts for software and services
Minutes from the Committee of the Whole meeting dated 9/26/2016
107
1:
City of Tukwila
Allan Ekberg, Mayor
INFORMATIONAL MEMORANDUM
TO:
City Councilmembers
FROM:
Joseph Todd, Director of Technology and Innovation Services
BY:
Joseph Todd Director of Technology and Innovations Services
CC:
Mayor Ekberg
DATE:
October 11, 2016
SUBJECT: Request for additional budget authority to implement the City's Technology
strategy and vision
ISSUE
Per the discussion at the September 26, 2016 Committee of the Whole, Technology Services is
seeking formal authority to increase its 2016 budget by $170,240 to provide additional services.
BACKGROUND
As discussed at the September 26 Council of the Whole meeting, building on the work done
with the Moss Adams report and subsequent strategic plan, Technology and Innovation
Services has been busy working the City's IT strategy for the next three to five years. The
Department has identified several areas for improvement in 2016 that will allow us to deploy
critical programs in 2017 and 2018.
DISCUSSION
Putting additional foundational IT infrastructure in place now will allow the Department to be
more nimble and ready to implement strategies to improve technology - related services to the
Tukwila community.
Specifically, the Department is seeking budget authorization to:
• Spend up to $73,000 on Help Desk support beginning in October through the end of the
year. The initial costs include setup fees and one quarter's worth of support. The
proposed 2017/2018 includes ongoing Help Desk support at the cost of $124,000 per
year. This will allow Technology Services staff additional time to devote to other critical
IT needs in the City and will result in better services for our community.
• Spend $9,240.00 on Help Desk and IT Service Management software subscription for one
year. Annual renewals in 2017 and 2018 for the same cost are included in the
2017/2018 budget as well. This will allow IT to implement the Help Desk support
discussed above.
• Spend $88,000 on a onetime contract to develop an IT user portal and implement
persona-driven IT Service Management that will produce additional efficiencies within
the City's IT service delivery model and infrastructure.
109
INFORMATIONAL MEMO
Page 2
As discussed at the September 26, 2016 Committee of the Whole meeting, the efficiencies
resulting from this budget increase will result in directly improved services to the community of
Tukwila. As an example, this investment in 2016 will allow staff to move more quickly on 2017
IT priorities, such as the new Parks and Recreation records management system that will allow
TCC patrons to register for classes online.
FINANCIAL IMPACT
The City has determined that there are savings from other Departments that will cover the
$170,240 requested and that an increase in the TS budget for this purpose will still result in a
balanced budget.
RECOMMENDATION
The Council is being asked to authorize approval of the amount of $170,240 for use by the
Technology and Innovation Services Department to be included as part of the 2016 budget
amendment. Additionally, Council is being asked to authorize the approval of $9,240 on Help
Desk and IT Service Management Software; and authorization for the Mayor to sign contracts
with Vitalyst up to the amount $73,000 for Help Desk Support and training and Indigo Slate in
the amount of $88,000 for persona-driven IT Service Management and Customer Portal.
ATTACHMENTS
-Minutes from the September 26, 2016 Committee of the Whole Meeting
-Contracts
110 WA2016 Info Memos\TIS budget amendment.docx
Service Order Form .... :&eshdesk
The attached documents describe the relationship between FreshDesk, Inc.
( "Provider") and the Customer identified below ( "Customer') (each of Provider i v c. Sin
and Customer, a "Party' and, together, the "Parties "). When executed by an i` �� t1�Gi1ii1�'/"'�`� '��°
authorized representative of Customer and Provider, this Service Order Form, ``.iii Brunk), CA `4066
together with the "Terms of Service" on http://www.freshservice.com/terms
form a binding legal contract between the Parties (collectively, the "Agreement').
"
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CONTACT INFORMATION BILLING INFORMATION (if different from contact info)
NAME /ORGANIZATION: JOSEPH TODD NAME:
EMAIL ADDRESS: joseph.todd@tukwilawa.gov EMAIL ADDRESS:
ADDRESS:
ADDRESS
'
'2.O ►_u
PLAN: Estate Annual Plan
NUMBER OF AGENTS: 11
PER AGENT MONTHLY FEE: $70 USD
NUMBER OF ASSETS: 600
PER ASSET MONTHLY FEE: $0.20 USD (First 600 Assets are free)
TERM START DATE: August 26, 2016
RENEWAL: The Subscription Term will automatically renew for successive terms unless either Party
gives the other Party 30 days written notice of cancellation.
RECURRING FEES: Number of Agents* Per Agent Fee $ 770
Annual Fee
NON - RECURRING FEES: Initial Installation and Set -up
Web -based Training
Data Migration
$ 9,240
TOTAL RECURRING FEES: $ 9240
FREE
FREE
FREE
SUBSCRIPTION Annual Fee Billed in advance
PAYMENT TERMS: Unless otherwise stated, all payments are due within 30 days of invoicing
ADDITIONAL AGENTS: In the event the Customer adds agents at a later date, Customer shall promptly inform Provider
and pay a pro -rated fee based on the per agent fee set forth herein.
TAXES: The stated fees do not include applicable taxes. Customer will be responsible for and
reimburse and hold Provider harmless from and against the payment of all taxes arising out of
the provision of services under this Agreement other than taxes based on Provider's gross
receipts or net income.
LATE FEES If any payment is not made in full when due, the overdue balance will be subject to late
payment interest at the rate of 1.5% per month, pro -rated daily (or the maximum legal rate, if
less)
111
By signing this Service (}nd*r Form where indicated below. Customer and Provider are entering into a binding legal
contract consisting of this Service Order Form and the "Terms of Service" on http://www.freshservice.com/terms.
Signature:
Name:
Title:
(CUSTOMER) FRESHDESK, INC. (PROVIDER)
Signature:
Name:
Title:
Statement of Work
Client Company Name:
City o[Tukwila
Client Contact:
Joseph Todd
Enn8i[
Project Name:
Persona-driven UTSMMap, CmmnnmunicaKiom& Awareness Tools
Indigo Slate Contact:
Aaron Dugga|
EnneU:
Phone:
(425) 739'3208
Address:
2475 1401h Ave NE Suite 201
Bellevue, WAyD0O5
This Statement of Work/Purchase Order/Schedule (^SOW") i5 between City of Tukwila
and Indigo Slate, Inc. The parties agree as follows:
1. Description of the Work
Indigo Slate is pleased to provide this proposal to the Technology Services Department at the City
of Tukwila. Indigo Slate proposes to support the Technology Services Department in addressing its
key challenges and goals:
*
Understand current service offerings and how to better facilitate those services within the
business
0 Develop plan for innovating and incorporating new services
As part of this initiative, Indigo Slate will conduct a persona-driven |T Service Management ([FSk4)
mapping exercise to gain a high-level view of key personas, services and delivery model.
The following deliverables are included as part of the ITSM initiative:
• Codified Service Catalog
• Customer Experience Journey (CX])
• Overview deck with summary of findings from [XJ
• Portfolio Governance strategy which synthesizes and contextualizes the results of the CXJ
into 8final VutputPnvverPoint
Additionally, communications and awareness tools will be included as part of this statement of work:
• \Nebp3ge (with interactive infooraphid
• Flyer
9 Poster
2. Deliverables /Delivery Schedule
2.1 Detailed Descriptions of Deliverables:
Deliverable
'�Descri' tion
,s
Assuin "`bons
Customer Experience
Build and codify a customer experience
. One hour interviews
Journey
journey map generalized across services
with one or more
through a series of interviews with
participants
customers, employees, and citizens.
• Interview period
limited to a three -
The approach includes:
week window that
- Reaching new citizens by
starts 1 to 2 weeks
addressing uncovered needs
after project kickoff
- Driving more engagement with
current citizens
Perform Core IT
- Increasing employee engagement
stakeholder
by better satisfying their needs
interviews and
- Reducing spend with better
develop initial
resource allocation
personas
• Create draft of
service catalog and
journey interactions
• Validate map
through interviews
with identified
personas
Codified Service
A list of services that highlights who
. Compiled from
Catalog (Excel)
provides the services and to whom, along
information
with a brief description.
gathered from CXJ
interviews
Compiled from information gathered
during the CXJ interviews
Overview deck of
Create a PowerPoint deck and poster
. Internal deck not to
interactions, including
summarizing findings from Customer
exceed 25 slides
BDNs (PPT)
Experience Journey interviews and
. Templated to be
workshops.
provided at kick off
Portfolio governance
Synthesize and contextualize results into
. Internal deck not to
strategy (PPT)
final outputs PPT (with interaction
exceed 25 slides
diagrams)
. Templated to be
provided at kick off
Communications &
A webpage highlighting the City of
. Technology
Awareness Tools
Tukwila's Technology Roadmap. Also
roadmap content to
( Webpage
included:
be provided by the
Road ma p/Flyer/poster)
- Print -Ready Flyer
City of Tukwila
- Print -Ready Poster
114
Single Page A single static webpage that walks
Technology Services individuals through the steps needed to
Internal/ external access city technology services, reflecting
webpage the CXJ
Supported Browsers and Devices
• Limited to a single
landing page
• This SOW does not
include the build out
of subpages
referenced in the
Landing Page or
customization of
Fresh Services Page
• It is assumed the
subpages already
exist and this effort
will be to link said
pages to the landing
page or a Change
Request (CR) will
need to be
submitted to cover
additional pages
This is a matrix of the devices and browsers that Indigo Slate will use for testing. The intention
of this document is to clarify what is being supported for development to code toward. This is
not to say that the products won't work well on other devices, but there may be slight
differences in the experience based on any differences in the browser version, screen resolution,
or OS level on those devices. These devices and browsers were selected based on their
popularity and relevance as representative samples of what we believe most closely matches
what is primarily being used.
We are making the assumption that the latest version of each browser is being used on each
platform. Mobile devices will be tested in portrait and landscape orientations. On the PC the
assumed full screen resolution is 1080P. Both a full screen and windowed test will be performed
on PC browsers.
Desktop
Lumia 909
Lumia 920
iPhone
iPhone
iPad Air
Android
5 \5s
6+
Galaxy
Alpha
Windows
Windows
Windows
iOS 9.x
iOS 9.x
iOS 9.x
-
Android
10
10
8.1
4.4 &
6.x
Edge
X
X
IE 11
X
X
Chrome
X
X
Firefox
X
Safari
X
X
X
115
2.2 Delivery Schedule
Unless this SOW is terminated earlier, Indigo Slate shall complete and deliver all Work to City of Tukwila
on or before December 30, 2016. The milestone delivery schedule for the Work, if applicable, shall be as
follows:
Milestone #
Brief Description of Work to be completed by Indigo
Slate and delivered to City of Tukwila
Due on or
Before
0
Kick-Off
10/11/16
1
Complete interviews
10/14/16
2
Final excel service catalog, overview deck of
interactions, and portfolio governance strategy deck
10/28/16
3
Draft design for webpage, flyer, poster
11/11/16
14
All Deliverables - Final
11/29/16
3. Payment
3.1 Work Fees (choose one of the below)
As complete and final payment for Work which has been completed and delivered by Indigo
Slate to City of Tukwila and which has been accepted by City of Tukwila, City of Tukwila shall
pay Indigo Slate:
❑ total fee not to exceed U.S. Dollars (USD)
or
M total fee not to exceed $88,000 U.S. Dollars (Eighty-Eight Thousand USD) in accordance
with the following milestone payment schedule:
Milestone #
Not to Exceed Payment Amount
1
$40,000
2
$16,000
3
$16,000
4
$16,000
Total Fees
$88,000
3.2 Expenses: (choose one of the below)
❑ In addition to the Work Fees above, City of Tukwila shall reimburse Indigo Slate up to
US Dollars (USD) for pre-approved, reasonable and actual travel and travel-related
expenses incurred by Indigo Slate in connection with the performance of the Work. All
travel expenses hereunder are subject to City of Tukwila's review and the City of Tukwila
Travel Policy and Indigo Slate must submit appropriate documentation evidencing
expenses to be reimbursed.
M
116
F7 Indigo Slate shall bear sole responsibility for all expenses incurred in connection with the
performance of the Work, unless otherwise agreed to in writing by City of Tukwila
4. Other
4.1 Assumptions
■ City of Tukwila will establish a team of accessible IT and business stakeholders to
ensure continuous information access and minimize potential rework.
• City of Tukwila will provide requested information, meetings with stakeholders,
resolution of critical dependencies, and feedback on draft deliverables in a timely
manner.
• English language support only.
• Milestone timing is tentative based on a kickoff date of 10/12/2016
• Milestone dates will be reassessed and retimed upon receipt of a PO from City of
Tukwila
• Indigo Slate will participate in no more than 2 review meetings per deliverable. Should
additional review cycles be required, a change order will be filed to accommodate
them.
• All the stakeholders responsible for approvals must clearly agree to timelines and roles
during the project kick off meeting.
• City of Tukwila will provide timely access to all the content and information required for
the above deliverables.
• The timeline will be dependent on availability of appropriate content, resources and
information.
• City of Tukwila will have the opportunity to perform one formal review of content outline
and the full deliverables before finalization respectively. The feedback from City of
Tukwila must be provided within 3 working days of Indigo Slate content submission.
• All work will be performed at Indigo Slate.
• This estimate includes only work effort required by Indigo Slate and Indigo Slate
consultants to complete the statement of work.
• Additional requests and updates will be addressed via the Change Management Process
described below.
• The content and deliverables are limited to US- English language only.
• Existing content will be leveraged wherever possible in an effort to reduce costs.
• Any costs for travel of Indigo Slate resources beyond the Puget Sound area is not
included and will be passed through City of Tukwila with supporting receipts. In this
event, every effort will be made to adhere to City of Tukwila's employee travel
expense guidelines.
4.2 Change Management Process
A change is defined as:
• Work requested by City of Tukwila or identified by Indigo Slate beyond the scope of
this Statement of Work
• Modifications to deliverables previously reviewed and accepted by City of Tukwila
117
All changes identified by the Indigo Slate Project Manager will be documented in a Change
Request. Change Requests are then reviewed for cost or schedule impacts. If a cost or
schedule impact is identified, the Change Request is submitted to City of Tukwila for review
and approval. A Change Request is only executed once it is approved (via signature of an
authorized representative) by City of Tukwila. Once a Change Request is approved, it becomes
an Addendum to this Statement of Work.
5. Acceptance / Authorization:
Indigo Slate
Name (Sign):
City of Tukwila
Name (Sign):
Name (Print): Aaron Duggal
Name (Print):
Title: CEO
Title:
Date:
Date:
118
One o"/, p/="'s"'t° +34 p 000'*sa+/z
VI TA 0 YST
�������n������~�����ree�����
_ "- � - _ Agreement
This Support Services Agreement (the "&orea t") is entered into between Vba|yst, LLC, with offices at
One Bala Plaza, Suite 434. Bala Cynwyd, PA18OO4("Vha|vst") and the entity identified below (the ^Qiont").
The Effective Date of this Agreement is the latest date shown on the signature lines below.
Client Name: City ofTukwila
Address: 6200 Southcenter Blvd.
Tukwila, WA 98188
Mr. Joseph Todd
Email Address: Jose ph. Todd g�)ITguk�wi �IaWA�.
Phone: (206) 850-9656
Fees and Payment Terms
Vitalyst will provide Client with the Support Services described in Attachment A in exchange for Client's
payment of the fees identified in Attachment A and further described in Attachment B.
Transition Management and Awareness Programs
To ensure that appropriate knowledge transfer and call handling processes are documented and shared by
Client with Vita|yst' Client agrees to participate in a Transition Management Prognam, as described in
Attachment C. In the event that Vitalyst is required to travel to any of Client's facilities to conduct any Transition
Management activity, Client will reimburse Vitalyst for its reasonable travel and living expenses.
Incorporation of Terms
This Agreement is subject ho the Vitalys General Terms and Conditions, which are attached hereto ea
Attachment O and incorporated herein byreference. These General Terms and Conditions address,
among other ihema, the invoicing pruo*dures, payment and purchase bannn, renewal provisions and other
financial and legal issues applicable to this transaction. Any capitalized terms used in this Support
Services Agreement shall have the meaning set forth herein or in the Vitalyst General Terms and
By signing below. Client represents that this Agreement, including all Attachmonta, has received all necessary
approvals and that it is authorized to enter into this Agreement.
Client Contact for Invoices
Vitalyst's primary Client contact for the submission of invoices is:
Disputes regarding payment may be escalated byVita|ye in its discretion.
This Agreement is entered into on the last date of signature below.
Vitolyat,LUC
By (Print Name)
____
Title:
Signature:
Suite 434
1 Bala Plaza
Bala Cynwyd, PA 19004
Date:
2
Client:_____
By (Print Name):
Tide:_______-
Signature:____
Address:
Date:
ATTACHMENT
SUPPORT SERVICES AND SERVICE ENHANCEMENTS
Invoice Date
Quantity
F ees I Y
�Notet;
Dedicated Toll-Free Access
. . .. .......... ..
$1,728
Any units used beyond these 5,932
Account Setup Fee
1 -time Fee
$5,000
units between the Commencement Date
October 1, 2016
5,932 units
$17,500
and January 1, 2017 will be invoiced at
a rate of $2.95 per unit on January 2,
2017
Any units used beyond these 5,932
January 2, 2017
5,932 units
$17,500
units between January 2, 2017 and
March 31, 2017 will be invoiced at a rate
of $2.95 per unit on April 1, 2017.
Any units used beyond these 5,932
April 1, 2017
5,932 units
$17,500
units between April 1, 2017 and June
30, 2017 will be invoiced at a rate of
$2.95 per unit on July 1, 2017.
Any units used beyond these 5,932
units between July 1, 2017 and
July 1, 2017
5,932 units
$17,500
September 30, 2017 will be invoiced at
a rate of $2.95 per unit on October 1,
2017.
Any units used beyond these 5,932
units between the Commencement Date
October 1, 2017
5,932 units
$17,500
and January 1, 2018 will be invoiced at
a rate of $2.95 per unit on January 2,
2018
Any units used beyond these 5,932
January 2, 2018
5,932 units
$17,500
units between January 2, 2018 and
March 31, 2018 will be invoiced at a rate
of $2.95 per unit on April 1, 2018.
Any units used beyond these 5,932
April 1, 2018
5,932 units
$17,500
units between April 1, 2018 and June
30, 2018 will be invoiced at a rate of
$2.95 per unit on July 1, 2018.
Any units used beyond these 5,932
units between July 1, 2018 and
July 1, 2018
5,932 units
$17,500
September 30, 2018 will be invoiced at
a rate of $2.95 per unit on October 1,
2018.
Infrastructure Servicei,
Pricing Metric
F ees I Y
1� '",
V Notes,
Dedicated Toll-Free Access
Quarterly Fee
$1,728
Billed at $216 per quarter
Account Setup Fee
1 -time Fee
$5,000
Billed at $3,000 per quarter
After Hours Monitoring Feel
Quarterly Fee
$4,664
Billed at $583 per quarter
Implementation Fe6s'�','
,Pricing, etnc ,,,,,�
M
" IF ,ees,":
,
Transition Management Fee
1 -time Fee
$2,000
Billed at $1,500 per quarter
Account Management Fee
Quarterly Fee
$24,000
Billed at $3,000 per quarter
Custom Reporting Fee
Quarterly Fee
$8,000
Billed at $1,000 er uarter
Service Enhancement Bundle features are described in Section 2.C. of Attachment D - General Terms and Conditions.
121
Pricing Metric' I ,
1 "j" Fees. "
,
Service Enhancement Bundle'
Up to 2,500 Devices
$12,000
Billed at $1,500 per quarter
Service Enhancement Bundle features are described in Section 2.C. of Attachment D - General Terms and Conditions.
121
TM Licenses for up to 1,000 Annual Flat Fee (for two years, at
Help Me kNow Hub $24,000 $12,000 per year); includes, Custom
Users Video Tutorial
Three Onsite Training Days
Three Onsite Training Days of eight hours in length $9,600 Does not include Travel and Expenses3
each (at a per Trainer per
Day cost of $3,200
Four Webinars with a Attendance limited exclusively to City of
Four Lock -out Style Webinars duration of 60 minutes each $2,600 Tukwila employees
(at $650 per Webinar)
Out of pocket expenses will be billed as incurred and reimbursed by Client
M
122
ATTACHMENT A (continued)
"Initial Invoice Item
Quantity
Fees
Notes'"
Account Management Fee
1
$3,000
Quarterly Fee
Service Enhancement Bundle
1
$1,500
Quarterly Fee
Custom Reporting Fee
1
$1,000
Quarterly Fee
After Hours Monitoring Feet
1
$583
Quarterly Fee
Dedicated Toll -Free Access
1
$216
Quarterly Fee
Total Initial Invoice Quarterl Fees
$6,299
For first quarter
Account Setup Fee
1
$5,000
One -time Fee; not on-going
Transition Management Fee
1
$2,000
One -time Fee; not on-going
Help Me kNow Hub TM Platform
1
$12,000
Up to 1,000 Users; first year
Onsite Training Days
3
$9,600
Does not include Travel and Ex enses3
Four Lock -out Style Webinars
4
$2,600
60 Minutes each
Total Initial Invoice Training Services and One -time Fees
$31,200
Includes value add eReference'Guides'
(2 titles), a Custom Video Tutorial,
Single- Sign -on service and basic
customization for Help Me kNow Hub TM
Platform,
Total Initial Invoice
37 499
............_
47,456 units or quantity of $140,000 or Fees due for Support Units utilized during the
Support Units Support Units utilized
durin the Original Term Original Term, whichever is greater
Infrastructure Fees 8 $11,392
Implementation Fees 8 $34,000
Service Enhancement Bundle 8 1 $12,000
Training Services Various, see above 1 $36.200
Total Original Term Fees
5
123
ATTACHMENT
FEES AND CHARGES FOR LIVE SUPPORT
Live Support — Live Support is provided during standard Support hours of 8:30 a.m. to 8:30
p.m. Eastern Standard Time, Monday through Friday (excluding Vitalyst holidays), will be
provided at a rate of one unit per minute.
After Hours Support - Unit charges for Live Support provided by Vitalyst outside of its standard
support hours -- 8:30 a.m. to 8:30 p.m. Eastern Standard Time, Monday through Friday -- will be
calculated at a 25% premium to the methodology as detailed in paragraph 1 above.
1.1
124
PhnCP
ATTACHMENT C
TRANSITION MANAGEMENT PROGRAM
expectat
Account set -up
documentation reviewed
Key topics include:
• Escalation & misdirect
procedures
• Customer verification
information
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ATTACHMENT D
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions ( "General Terms ") apply to and are included as a part of the Support
Services Agreement between Vitalyst, LLC ( "Vitalyst') and an entity which has entered into such Support
Services Agreement with Vitalyst (a "Client'). Capitalized terms used in these General Terms by not
otherwise defined shall have the meaning prescribed in the Support Services Agreement. The Support
Services Agreement (which may also be referred to as the "Agreement') includes: (i) any exhibits or
attachments to the Agreement; and (ii) any amendment or addendum to the Agreement which is
subsequently entered into by the parties. The term "Support Services Agreement' or "Agreement' shall in
all cases include these General Terms and Conditions unless the context dictates a reference to a provision
or term contained in, or an attachment to, the Support Services Agreement.
1. Services. Client is engaging Vitalyst to provide Client and its Affiliates (defined below) with support
services ( "Support' or "Support Services ") for software and technology products which are then - supported
by Vitalyst (the "Applications "). An "Affiliate" shall be any entity which is controlled by, controls, or is under
common control with Client and which is bound by the terms and conditions of this Agreement (including
the terms of Section 8 below). The Support Services provided by Vitalyst include: (i) providing managed
help desk services which include password reset and account unlocks, workstation support, remote access
support, triage /incident management services, and custom application FAQ support; (ii) evaluating and
working to diagnose or trouble -shoot problems encountered by Client in the use of any Application; (iii)
addressing other questions or issues posed by Client regarding any Application to the extent within the
general knowledge and experience of Vitalyst; and (iv) providing various service- related enhancements and
such other services as described herein or in the Support Services Agreement. Certain specific Support
Services made available to Client, and a representative (but not exhaustive) list of the Applications then -
supported by Vitalyst, are specified in an attachment to the Support Services Agreement. Client is
responsible for the procurement, operation and maintenance of the Applications and for ensuring that they
are appropriately licensed to facilitate the provision of Support Services contemplated hereunder.
2. Charges. Various Support Services provided by Vitalyst are described below. Client shall be
charged for Support Services in accordance with the methodology described below and at the fees set forth
in the Support Services Agreement. In the event that Vitalyst agrees to provide any Support Services other
than those described below, they will be provided at the fees set forth in the Support Services Agreement.
Many of the Support Services offered by Vitalyst are priced based on the number of "units" associated with
the provision of such service. Units are charged to a Client either (i) for a Support Service made available
by Vitalyst over a specified time period, such as quarterly, or (ii) for the amount of time expended by Vitalyst
in the provision of the Support Service at issue. Client pays for all unit -based charges through the purchase
of a committed "Support Plan" which provides Client with a specified number of units which may be
"consumed" during a specified time period (hereafter referred to as the "Term of Units "). As used herein,
the terms "fees" or "charges" may be calculated on either a unit -based or dollar -based basis, and may be
one -time, periodic or recurring, as so specified in the Support Services Agreement.
A. Core Service. Live Support is a "Core Service" provided by Vitalyst and is charged at the fees set
forth in the Support Services Agreement.
Live Support - Vitalyst will provide "Live Support" to Client by means of telephone assistance,
Application - related research, and diagnostic analysis. Additional charges will apply for Live
Support provided by Vitalyst outside of its then - current standard support hours and will be
calculated at a premium to the rate charged for Support provided during standard support hours.
The applicable charges, then - current standard Support hours and after -hours rate will be as
specified in the Support Services Agreement.
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B. Infrastructure Services. The following Support Services shall also be provided to Client at the fees
set forth in the Support Services Agreement.
I. Dedicated Toll -Free Access — Each client accesses the Support Services via unique toll -free
number, provided to Client by Vitalyst.
II. Account Setup — Vitalyst will provide account activation, screen and PBX programming, testing
and other start-up services.
III. After -Hours Monitoring. For Clients who may request Support after standard Support hours,
Vitalyst will set up, monitor and maintain after -hours Support.
C. Implementation Services.
I. Transition Management - Prior to commencing Managed Help Desk Services with Client,
Vitalyst will dedicate a transition management team, consisting of an Account Manager and
Service Operation Manager, which will work with internal IT leadership to establish a mutual,
measurable definition for success in the partnership. The transition management team will also
work directly with Client toward a knowledge transfer process which will provide the necessary
information to the Vitalyst management and training team which will be responsible for the
success of the partnership.
II. Account Management Services — Vitalyst will provide a named Account Manager to be
assigned to Client's account and responsible for managing the partnership, assuring all goals
are met, and maintaining open lines of communications.
III. Reporting — Vitalyst will provide standard call reports on a monthly basis that will include all of
Client's call volume data from the previous month, including customer name, problem
statement, resolution summary, and other details as required by Client.
D. Service Enhancements. The services described below (each a "Service Enhancement ") are
provided by Vitalyst as enhancements to the Core Service for additional fees. Unless otherwise
set forth in the Support Services Agreement, the Service Enhancements will be provided during
the Original Term and for each Renewal Term (defined in Section 3 below) of the Support Services
Agreement.
I. Call Abatement — Following the end of each month, Vitalyst will identify for Client a list of that
month's most frequent Client callers, perform analysis to identify usage patterns, and provide
web -based multimedia tutorials to Client aimed at abating Client's future need to place repeated
support calls on the same issues.
II. Client Data Extranet — Client will be granted remote access over the Internet to reports or other
displays which allow the Client to view certain call activity on its account.
III. Customized Greeting — Vitalyst will begin each client - initiated support call by incorporating into
its opening greeting the client's chosen name to effectively integrate Vitalyst's service behind
the Client's Help Desk.
IV. eSupport — Client will be granted remote electronic access to Vitalyst's network to enable
screen sharing with the technician.
V. "Key User" Notification — Vitalyst will pre - program into its system the names, titles, and email
addresses of end -users within Client's organization that Client selects for priority call handling
from Vitalyst. Vitalyst will promptly notify Client's Help Desk after a key user has contacted
Vitalyst with a Support question and /or promptly notify the Client's on -duty Help Desk Manager
for calls to Vitalyst from key users that require Client's Help Desk intervention.
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VI. Instructional Video Clips — At the conclusion of each Support call, Vitalyst may (if it believes
it to be helpful in that circumstance) provide one or more "Instructional Video Clips" (gonona|k/,
web-based multi-media tutorials) aimed at reinforcing Client's comfort level surrounding the
support call's subject matter. These Instructional Video Clips are designed to reduce the Client's
future need to place related Support calls.
3. TRAINING SERVICES.
The training services made available to Client bvVlha|yst under this Agreement are those services
expressly specified in Attachment A, as described in more detail below (each a "Training Service").
A. Help Me ANmvv Hub Platform. The Vita|yst Help Me kNow Hub (also referred to herein as the
^Hub^)isa web-based service provided via subscription. The Hub provides web-based access
to over 1O0.00O videos and tips geared toward helping end-users become more productive and
proficient with their software applications and devices. The Hub allows for each individual to
customize their experience through language optiono, displayed app|imadons, and favorite
content. The Hub may be accessed via the Vita |yat-designoted website and contains videos in
both Flash and K8P4formats. Services, features and/or content that may bo accessed in the Hub
are comprised nf the following:
• Includes over 100.000 total videos ranging from 2 minute quick tips to 1 hour training
courses
• Contains over 50.000 videos translated into various non-English languages including:
Spanish, French, German, Italian, and Chinese.
• Offers thousands of text-based tips and tricks for commonly faced application and device
issues
• Ability to enroll in instructor-led webinaro
• Offers multiple channels for end-users to access live support services
• Ability to request support call regarding a particular question or topic
• Ability to oa|| for support via computer
• Ability to initiate real-time chat session
• Ability to e-mail o question and schedule acall-back
While the Hub may fan|baba access to webimare, phone support, chat sessions and nUhorVitulyo
support services described above, such support services will be provided at additional fees as
described under separate agreement.
B. Help Me kNovv Hub Cuahornizationa
To the extent specified in Attachment A, the following custornizations are available and
included in the subscriptions fees for the Help K8ekNovvHub:
• Client Logo
• Restriction of certain applications not desired byclient
• Contact Methods for Live Support service, including chat, click to ca||, and email
• Contact information for Live Support Service
• Tips &Tricka knowledge articles listed for quick reference
C. Single Sign On. To the extent specified in Attachment A, Vita|yotwi|| provide integration of
single sign-on capability in connection with Client's use of the Hub.
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D. Certain Terms and Limitations Regarding Use of the Hub. Client is purchasing a
subscription to access the Hub (including any customizations and /or single sign on
functionality) for an initial term (the "Original Subscription Term ") as specified in Attachment A.
Vitalyst will make the Hub available to Client on a remote access, subscription basis via the
world wide web for use in support solely of the internal business operations of Client and its
Affiliates. If not otherwise specified in Attachment A, the Original Subscription Term is for a
one (1) year period from the Effective Date. Client's subscription to the Hub will automatically
renew for consecutive renewal terms (each a "Renewal Subscription Term ") equal in length to
the Original Subscription Term unless either party notifies the other party in writing of its intent
to terminate this Agreement at least thirty (30) days prior to the expiration of the then - current
term. Additional subscription fees will be charged for each Renewal Subscription Term at the
fees set forth in Attachment A, as such fees are adjusted by Vitalyst from time to time in
accordance with the "Updated Pricing" provision of these General Terms. The annual
subscription fees are based on a maximum number of Client end users ( "Users ") of the Hub,
which limit is specified in Attachment A, and Client may not use the Hub beyond this usage limit
without the parties first agreeing upon and documenting the purchase of additional User rights
from Vitalyst.
E. Webinars. To the extent specified in Attachment A, Vitalyst will make available certain web -
based training classes ( "webinars ") which are delivered by Vitalyst remotely over the internet
via a web - conference utility provided by Client. Client may choose a class from the then -
available Vitalyst course library (customization of a course would be priced separately by
Vitalyst and require payment of additional fees). Each Class will be approximately 60 -90
minutes in duration and will be delivered in business English. Access will be provided to
webinars pursuant to Vitalyst's applicable policies and protocols.
F. Additional Training Services. Additional Training Services provided by Vitalyst may include
(i) instructor led training delivered onsite at Client locations; (ii) instructors onsite at Client
locations to provide floor coaching to Client's employees; and /or (iii) other training services then
offered by Vitalyst. To the extent additional Training Services are purchased by Client pursuant
to Attachment A, Vitalyst will provide those Training Services to Client in accordance with the
terms of Attachment A and these General Terms.
G. Scheduling. All Training Services (other than the Hub, for which activation information will be
provided by Vitalyst to Client) must be scheduled and confirmed by Client at least twenty (20)
business days prior to the start date of the requested training. The Client will confirm and
provide the training location for all onsite Training Services no later than ten (10) business days
for domestic and fifteen (15) business days for international prior to the start date of the
training. Client will schedule a minimum of two (2) consecutive training days for any onsite,
instructor -led Training Services. Isolated, onsite training days will be charged a thirty percent
(30 %) premium.
H. Cancellation and Rescheduling. Cancelling or rescheduling confirmed Training Services
within fifteen (15) business days will result in a charge to Client of fifty percent (50 %) of the total
fees for the canceled or rescheduled Training Services. Any such fee charged will not be
applied to the price of rescheduled Training Services. Cancelling or rescheduling confirmed
Training Services within ten (10) business days will result in a charge to Client of the total fees
for the canceled or rescheduled Training Services. In all such events, Client will be
responsible to pay for any non - refundable travel expenses associated with a cancellation or
rescheduling of Training Services within the windows specified above.
I. Travel and Expenses. Client shall be responsible for all costs related to travel and expenses
incurred by Vitalyst in relation to carrying out the Training Services described herein.
J. Customized Curriculum. Any customization of the training curriculum must be finalized at
least ten (10) business days prior to the start date of training. Customizations that are not
finalized at least ten (10) business days prior to the start date are not guaranteed to be
implemented during the training.
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K. Expiration of Certain Training Services. For Training Services other than the Hub (including
webinars and onsite Training Services), such Training Services must be used within one (1) year
of the date of purchase (for the Training Services purchased in Attachment A, 1 year from the
Effective Date) or they shall expire without any right of refund.
4. Purchase of Units and Term.
A. Original Term. The Support Services Agreement will become effective and binding upon execution
of that Agreement by both parties as specified therein (the "Effective Date "). The "Original Term"
for the provision of Support Services shall commence upon the sooner of six weeks from the
Effective Date or the date of the first Support call placed by Client to Vitalyst ( "Commencement
Date ") and shall continue for a period of 730 days for a minimum of 47,456 units.
B. Renewal Terms. This Support Services Agreement will automatically renew beyond the Original
Term for consecutive renewal periods for a time period in each instance equal to the lesser of (i)
the Term of Units for the Units; or (ii) 730 days, unless either party notifies the other in writing of its
intent to terminate not less than 30 days prior to the expiration of the Original Term or, for any
Renewal Term following the Original Term, not less than 30 days prior to the expiration of the then -
current Renewal Term, The Original Term and any and all Renewal Terms will constitute the "Term"
of this Agreement; provided, that the Term shall be reduced if this Agreement is terminated for
cause under Section 12 below.
Fees and Payment Terms.
A. Fees and Invoicing. Vitalyst will invoice Client for all one -time dollar -based fees due under the
Support Services Agreement upon execution of the Agreement. Vitalyst will invoice Client for
Support Units based on the invoicing schedule in Attachment A. For all dollar -based fees due
quarterly or on any other recurring basis under the Support Services Agreement, Vitalyst will invoice
Client on a recurring or periodic basis in advance as specified in the Agreement (if the periodic
basis is not otherwise specified, it shall be due quarterly), with the first such invoice issued on a
pro rata basis for the period between execution of the Support Services Agreement and the end of
the then - current calendar quarter or other applicable period. For any other fees or expenses
incurred by Vitalyst in the provision of Support Services, Vitalyst will invoice Client as otherwise
specified in these General Terms or the Support Services Agreement or, if not specified, on a
monthly basis in arrears following delivery of the Support Services at issue or the incurring of the
applicable expense. All payment obligations are non - cancelable and all amounts paid are non-
refundable.
B. Payment Terms. All invoices are due and payable in full within 30 days of issuance by Vitalyst.
Invoices not paid by their due date shall be subject to a 1.5% per month interest fee, or the
maximum extent allowed by applicable laws, whichever is less, on all past due balances. This late
payment fee may, in Vitalyst sole discretion and at its election, be converted into a corresponding
number of units at then - current pricing and Vitalyst may then debit Client's then - unused units by
this converted amount. In the event Vitalyst incurs additional fees as a result of any collection
activity for unpaid fees, Client shall reimburse Vitalyst for any and all such fees.
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C. Method of Payment. All fees shall be paid, at Client's election, either by means of: (a) a Client
check payable to Vitalyst, LLC; (b) an Automatic Clearing House ( "ACH ") transfer to a Vitalyst bank
account (account instructions will be provided by Vitalyst if Client elects to utilize this method of
payment). If Client wishes to pay by any other means (such as by credit card), it may notify Vitalyst
in writing of its request and may only utilize such other payment method if and to the extent
approved in advance in writing by Vitalyst. In this regard, alternative payment methods may require
payment of additional fees to Vitalyst (for example, Client may be required to reimburse Vitalyst for
applicable transaction fees for certain alternative payment methods).
D. Taxes. Fees due to Vitalyst do not include taxes and Client shall promptly pay all taxes, or promptly
reimburse Vitalyst for any taxes required to be paid by Vitalyst, to the extent such taxes are in
connection with the Support Services Agreement or any Support Services or deliverables provided
thereunder; provided, however, that Vitalyst shall be responsible for taxes imposed on its net
income or capital stock.
6. Vitalyst Performance. Vitalyst will provide the Support Services in a professional and workmanlike
manner. In the event such Support Services are not performed in accordance with this standard and Client
promptly notifies Vitalyst of the non - compliance, Vitalyst will re- perform the non - conforming Support
Services, at no additional cost to Client, to correct any deficiencies. In the event Vitalyst remains unable to
provide the Support Services in accordance with these standards after repeated efforts, then Client's sole
remedies shall be: (i) to recover the fees paid to Vitalyst for the un- remedied, non - conforming Support
Services, subject to the aggregate liability limits set forth in Section 13 below; and (ii) if the non - conformance
is material, to initiate termination of this Agreement pursuant to Section 12 and, to the extent this Agreement
is terminated, obtain a refund as of the date of termination for any pre -paid fees for unused Support
Services.
7. Confidential Information. Confidential Information is non - public information of a party which is
provided to the other party hereunder and which is maintained as confidential by the disclosing party. A
party receiving Confidential Information may use it only for the purposes for which it was provided and may
not disclose it to any third party unless such third party has "a need to know" the information and is bound
by the confidentiality and limited use restrictions set forth in this Agreement (including the licensing
restrictions and other requirements in Section 8 which apply to Deliverables). Without limitation,
Confidential Information of Vitalyst includes the Company Information (defined in Section 8 below), the
Company's other intellectual property, any and all pricing information and metrics related to its services and
offerings, information about employees and customers, information about business, product or marketing
strategy, and information regarding the company's practices and methodologies utilized in the delivery of
Support Services. Confidential Information of Client includes non - public information regarding Client's
employees, customers and contractors (including "Client PII" as defined in Section 7 below) and non - public
information regarding its financial health and its business, marketing and product strategies. Confidential
information does not include information that: (i) is or becomes known to the public without fault or breach
of this provision; or (ii) the owning party regularly discloses to third parties without restriction on disclosure;
or (iii) the is received from a party other than a party to this Agreement without restriction on disclosure and
without breach of a non - disclosure obligation. The obligations of this provision shall survive termination of
this Agreement for so long as the owning party treats the item at issue as confidential. Provided, Client and
Vitalyst recognize that Client is a public entity, subject to various public disclosure laws. The provisions of
this Section shall not apply to any information that the Client determines is subject to release under state
or federal law, including the Washington State Public Records Act, or legal discovery.
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8. Personally Identifiable Information. In the course of the provision of Support Services, Client
may from time to time provide Vitalyst with certain personal identifiable information of Client's employees,
contractors and /or customers that is regulated by various state and /or federal laws and regulations ( "Client
PII "). Vitalyst represents that it maintains appropriate data security measures, including a written
information security policy, to protect Client PH in a manner consistent with the requirements of all state
and federal laws and regulations which apply to Vitalyst's handling of Client PH in the course of providing
Support Services hereunder ( "Applicable Laws "). Further, consistent with the requirements of Applicable
Laws, Vitalyst shall, for so long as it retains Client PH: (i) maintain the confidentiality of Client PH as set forth
in Section 6 (Confidential Information) of this Agreement; (ii) limit access to Client PH to Vitalyst's
employees, agents and subcontractors who need access to Client PH to fulfill Vitalyst's obligations
hereunder and who agree to abide by the same restrictions that apply to Vitalyst with regard to such Client
PII; and (iii) implement appropriate administrative, technical and physical safeguards designed to ensure
the security or integrity of such Client PII and help protect against unauthorized access to or use of such
Client PII.
Client will maintain appropriate data security measures, and implement security policies and
practices, as necessary to protect Client PH in a manner consistent with the requirements of all state and
federal laws and regulations which apply to Client. Client will implement practices and policies designed to
limit the provision of Client PH to Vitalyst to those instances where such Client PII is necessary for the
effective provision of Support Services from Vitalyst and, in such instances, Client shall ensure that the
Client PH is transmitted or made available in a form or manner which complies with all applicable laws and
regulations.
9. Intellectual Property Rights; License Granted to Client.
a. Intellectual Property Rights. Each party shall own all rights in and to: (i) its proprietary
intellectual property which it developed or otherwise owned prior to the execution of this Agreement; (ii) any
proprietary intellectual property which it develops independently of the Support Services and Deliverables
provided hereunder; and (iii) its proprietary data. Client agrees that, except for proprietary information
rightfully owned by a third party, Vitalyst shall own all rights in and to any methodologies, deliverables, work
product and other intellectual property ( "Company Information ") created or provided by Vitalyst in the course
of, or in connection with, the delivery of Support Services under this Agreement.
b. License Granted to Client. Company Information which provided by Vitalyst as a
deliverable for Client's use as part of the Support Services provided hereunder shall be referred to as a
"Deliverable ". Vitalyst grants Client a non - exclusive, non - transferable license to allow use of each
Deliverable by employees, Affiliates and Authorized Agents (defined below) of Client solely in support of
Client's (or, where applicable, its Affiliates') internal business operations. This license is perpetual, except
that third -party owned Deliverables or portions thereof are licensed for use for the Term hereof. Client, its
employees, Affiliates and Authorized Agents are prohibited from: (i) distributing or disclosing any
Deliverable to any third party or using any Deliverable to provide services to, or for the benefit of, a third
party; or (ii) using or relying upon a Deliverable to develop any service or product similar to those then
offered by Vitalyst. All rights not expressly granted herein are reserved by Vitalyst.
C. Authorized Agents and Affiliates. An "Authorized Agent" is a third party agent or
contractor of Client which supports Client's business operations. An "Affiliate" is defined in Section 1 above.
Client shall be responsible and liable: (i) for the conduct of each Authorized Agent and Affiliate; (ii) for
ensuring that each Authorized Agent and Affiliate is aware of and complies with the terms and conditions
hereof and, in particular, is bound to maintain and limit use of Vitalyst's Confidential Information and
Deliverables as required under the terms of Sections 6, 8(a) and 8(b) above (including limiting use of
Deliverables to the support of the internal business operations of Client or its Affiliate); and (iii) for ensuring
that Vitalyst shall not be liable to any Authorized Agent or any Affiliate for any damages of any kind relating
to the Support Services or this Agreement. Affiliates and Authorized Agents may not be competitors of
Vitalyst.
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10. Access Security; Employee List. Client shall be responsible for maintaining the security of the
unique toll -free phone number provided to Client for use by its employee end - users. This access number
shall be considered Confidential Information and, as a result, Client shall ensure that such number is shared
only with those then - active employees, Authorized Agents and Affiliates who are authorized to utilize the
Vitalyst Support Services. Vitalyst may retain and use, for the purposes of educating and delivering Support
Services to Client, any e -mail address or other relevant contact information provided to Vitalyst by any
employee, Authorized Agent or Affiliate. The provisions of this Section shall not apply to any information
that Client determines is subject to release under state or federal law, including the Washington State Public
Records Act, or legal discovery.
11. Non - interference with Employees. Client and Vitalyst agree that neither party (nor any Affiliate)
shall directly or indirectly solicit for employment, hire, employ or retain (as an employee, independent
contractor, consultant, subcontractor or otherwise) any person employed by the other party during the term
of this Agreement or within a period of two (2) years following expiration or termination of this Agreement
without the prior written consent of the other party. Notwithstanding the above, it shall not be a violation of
this provision for a party to hire a former employee of the other party whose employment terminated more
than six (6) months prior to being hired.
12. Termination. This Agreement shall remain in effect unless it expires in accordance with the terms
of Section 3 above or is terminated for cause in accordance with this provision. A party has the right to
terminate this Agreement for cause if the other party breaches a material provision of this Agreement and,
following written notice of the breach, fails to cure the breach within thirty (30) days thereafter. In addition
to its right to terminate the Agreement in its entirety and seek collection of all past -due fees, Vitalyst, in its
sole discretion and without further notice to Client, may suspend or reduce its performance of the Support
Services in the event that Client fails to cure a payment breach within ten (10) days of written demand for
such payment. Following termination hereof, the parties shall cease using all Confidential Information and
materials provided by the other party, and shall return all of the
other party's Confidential Information to such other party. Without limitation, Client shall pay all fees
incurred for Support Services provided up through the effective date of termination.
13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
WITHOUT LIMITING ITS OBLIGATIONS TO PERFORM SUPPORT SERVICES AS REQUIRED
HEREUNDER, VITALYST DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE AGGREGATE AND CUMULATIVE LIABILITY OF VITALYST AND ITS AFFILIATES AND
SUPPLIERS FOR ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT
EXCEED THE FEES THAT CLIENT PAID TO VITALYST HEREUNDER DURING THE ORIGINAL TERM
HEREOF. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL VITALYST, OR ITS AFFILIATES OR
SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA, REGARDLESS OF THE CAUSE OF
ACTION OR WHETHER OR NOT VITALYST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE.
14. Miscellaneous. If any provision of this Agreement is determined to be invalid or otherwise
unenforceable, such provision will be deemed deleted from this Agreement, while the remainder of this
Agreement will continue in full force and effect as written. Waiver of any provision hereof in one instance
shall not preclude enforcement thereof on future occasions.
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15. No Assignment. Except as set forth below, neither party may assign this Agreement, or any rights
or obligations hereunder, without the prior written consent of the other party, which consent shall not be
unreasonably withheld or delayed. However, either party may assign this Agreement without the other
party's consent: (a) to an Affiliate (i.e., any entity controlling, controlled by or under common control with a
party), or (b) to the surviving entity in the event of a merger, acquisition, divestiture, consolidation or
corporate reorganization and to any entity that acquires all or substantially all of its assets or a controlling
interest in its stock; provided that the assigning party shall provide written notice to the other party as soon
as legally practicable after the assignment. Asa condition of any assignment, this Agreement will be binding
upon the permitted assigns of the parties and the assigning party shall so ensure that its assignee is bound
hereby either by written agreement or by operation of law. Client understands that certain of Vitalyst's fees
are conditioned on the use of Support Services for a specified number of users, devices, employees or
other metrics. In the event that Client's assignee wishes to use any such Support Services beyond the
applicable limitations, it shall pay additional fees based on Vitalyst's then - current prices.
16. Force Majeure. Neither party will be liable to the other for any failure or delay in performance under
this Agreement due to circumstances beyond its reasonable control, including Acts of God, acts of war,
accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and
judicial action not the fault of the party failing or delaying in performance. Force Majeure events shall
include power outages, delays caused by the unavailability of telephone or other telecommunication
systems and failures or defects in third party software, hardware, multi -media work product, equipment or
other items.
17. Choice of Law. This Agreement shall be interpreted in accordance with the laws of the
Washington. The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated exclusively in the State Courts of Washington or in the Federal District
Court for the Western District of Washington, and that such courts shall have exclusive jurisdiction over the
parties and any matters arising hereunder.
18. Updating Pricing. Unless otherwise specified in the Support Services Agreement, Vitalyst may
increase its fees and unit -based charges due from Clients once each calendar year and will reflect any
adjusted fees in the Client's next invoice; provided, however, that no annual increase may exceed a
percentage increase over the prior year's fees equal to the Percentage Change in the Consumer Price
Index plus five percent (5 %); provided, that in no event shall the percentage increase allowable for any year
be less than zero. The "Percentage Change in the Consumer Price Index" shall mean the annual
percentage change in the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items
(1982 -84 =100) (the "CPI -U Index ") when measured over a twelve (12) month period which ends in the
month which is as close as administratively practicable to the first month of the effective date of the increase.
Authorized changes to the Support Services provided to Client may result in additional fees.
19. Notices. Except as otherwise expressly provided herein, all notices hereunder shall be in writing
and shall be delivered to the party's representative identified in the Support Services Agreement (or if none
identified therein, to the party's CFO) at the address set forth therein. All notices shall be delivered in
person or sent via United States first class postage pre -paid, certified or registered mail, or sent via a
nationally- recognized traceable shipping services (e.g., FedEx or UPS). All notices will be deemed effective
upon receipt or, alternatively, upon refusal to accept a written notice sent in accordance with the above.
20. Contract in Entirety. This Support Services Agreement (including these General Terms and
Conditions) sets forth the entire understanding and Agreement between Vitalyst and Client and supersedes
any prior or contemporaneous oral or written communications, understandings, agreements or
representations. This Agreement may be modified only by a written amendment duly signed by both
parties.
17
135
136
Tukwila City Council Committee. nf the VVhWoMinutes
September 26, 2016
Page 7 of 10
She suggested a number of potential topics that could be associated with community engagement:
-NavigadngtheCit/apennitprocess
-Emergenuyprepanedness
-TheTukmi|ayWunkjpa|CodeandCodeEnfornamentproAnam
- Reasonable housing conditions and landlord/tenant rights
-VVmvstosoekasnistancevxithhousinganduU|ih/costs
- Matching people with jobs
- Building relationships with Police and Fire
8:28 p.m. Councilmember Hougardy exited the Council Chambers.
8:31p.m. Counci|rnemberHougardy returned to the Council Chambers.
8:33 p.m. Counci|member Quinn exited the Council Chambers.
8:34 p.m. Cnunoi|monnber Quinn returned to the Council Chambers.
Councilnnennbnr Kru||er referenced current salaries and benefits of staff in the Mayors OMioe, noting
the number of employees out of those 16 staff members with salaries over $100,000. Sheoskedfor
information on how the current number of staff and salaries compare to 5 years ago.
COUNCIL CONSENSUS EXISTED TO FORWARD THIS ITEM TO THE UPCOMING COUNCIL
BUDGET PROCESS.
e. Technology Services budget:
Counui}member Seal introduced the discussion onthe 2017-2018 budget for Technology Services.
(1) Technology Services 2O17-2U18 budget, and
(2) Request for additional budget authority in 3016 to implement the Technology Services
Department strategy and vision.
—~
Joseph Todd, Technology Services Director, stated they are proposing budget increases of $362,980
in2O17 and $328.Q8O for 2818 (over the 2O1G budget) as detailed on page 147of the agenda packet.
These technology investments are aligned with recommendations from the Moss Adams report and
assessment and from the departmental Strategic Plan, including:
°
Transition of on-premises services to the cloud to ensure redundancy and scalability of
infrastructure.
• Equipment for network redundancy.
• Transition of help desk support hoan outside company to allow staff time bz focus onkey
software roll-outs in Community Deve|opment(DCD). Parks& ReoreaUon, Po|ine, Fire and
Public Works.
• Integration of the City's GIS warehouse to support several new systems including the Spillman
records management system for Police, an on-line reservations and management system for
Parks &Recreation, and on-line permitting for DCO.
Page 147 of the agenda packet details changes relating to salaries and benefits. These include a
new Business Analyst position (funding to come from the vacant Deputy Public Works Director
position), increasing a half-time IT specialist for the Police Department to a full-time position, and
transition of the GIS specialist from the Public Works Department to Technology Services.
Counci|nember Quinn noted the change in focus to high-level technology work and how that impacts
the responsibilities of staff in that department. Mr. Todd referenced a recent assessment of the City's
cell phone plan conducted by Eric Compton in Technology Services, which resulted in cost reductions
for the City. That analysis process also ai|ovvad the City to identify ways to support the school district
through IT services, such as providing Wi-Fi access for their after-school program services. Through
the connection developed by the City with Verizon, the school district has a way to purchase devices
that will extend students' ability to acceasVVi-Fi in their honnms, with the City providing IT support,
Tukwila City Council Committee of the Whole Minutes
September 26, 2016 Page 8 of 10
Counci|member Quinn asked about the progress related to redundancy and equipment needs to
avoid disruptions inservice. Mr. Todd explained that storage costs are being shifted tncloud-based
applications, which pushes the redundancy costs, back-upsnndoatohinQtuthovondorwhi|othaChx
pays for consumption (through Microsoft Azure and Amazon cloud services). He referenced epiece
of infrastructure used by the City that controls every piece of the network that comes into the City for
Fire and Police personnel. Two months ago that piece--achaseis--fai|ed. which affected the City's
phone system, internet access, and access to vital Fire and Police information. A redundant chassis
/s needed for tai\ovar for that particular system.
Discussion byCnunoi|mernbnnsincluded:
°
Interest is seeing a list of what the City is receiving for these on-going costs ($300,000 per year)
to sustain the system on an annual basis, and not just discussing this expense during budget
° Information technology takes a combination of equipment and people and is becoming more
complex and more expensive, particularly aak relates to risk reduction.
• Recognition that there is a degree of sticker shock at the costs, while also understanding there is
a need to catch up and recognize this iu the "new norma|.^
• Services such as on-line booking of Parks & Recreation programs are something the public is
asking for.
Coumci\memberKru||er suggested the Council receive a quarterly report on specific tangibles related to
the Technology Services budget. She would like ho see information on how the changes translate into o
benefit to the community, cost savings and increased productivity.
She also asked about the out-sourcing of commodity work, as the 2014 Moss Adams report
recommended out-sourcing the high-level items, and this proposal seems to be the inverse of that in
some cases (pages 155-1G1of the agenda packet). She would like to know the value (cost benefit) for
the shift from some of the recommendations in that report, such as a quantification of the decision to out-
source thehe|pdeskfunotion.
Mr. Todd stated that during a recent discussion with a representative of Moss Adams they were
supportive of the proposed direction.
Several Councilmembers; commented on the amount of staff time that would be required to detail the cost
implications associated with items listed in the Moss Adams report.
Councilmember Kruller requested confirmation that the report requested on specific tangibles in the
Technology Services budget be provided ona quarterly basis.
COUNCIL CONSENSUS EXISTED TO FORWARD THIS ITEM TO THE UPCOMING COUNCIL
BUDGET PROCESS.
REPORTS
a. Mayor
Mayor Ekberg reported that Ron Corrigan was recognized by the Delta Masonic Lodge eaoutstanding
police officer of the year for his investigative work in the Detectives unit. He attended the ribbon-cutting
ceremony on Interurban Avenue nn September 23`2D1S. Mr. Ekberg noted that staff has been working
with developers and property owners to bring affordable housing to the City. He reported that today a
developer announced they are working with a property owner at 148th and Interurban Avenue to develop
housing that will fall within the SO percentile. The developer is Bellwether Housing, and this will bethe
company's first endeavor outside nf the Seattle city limits.
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