Bid Notice-Contact Center Replacement.pdf

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Request for Proposals (RFP) (P27071011001)

Contact Center Replacement

RFP Submittals Due: August 7, 2026, by 2:00 p.m. (PST)

(Submit electronically, in PDF format) via the City of Sacramento's online.

bid center at:http://www.planetbids.com/portal/portal.cfm?CompanyID=15300

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Table of Contents

Section 1. General Information

1.1 Project Overview

1.2 Key Objectives

1.3 Process

1.4 City Information

1.5 City's Rights, Options and Policies

Section 2. General Requirements

2.1 RFP Issue Date:

2.2 RFP Due Dates and Submittal Instructions:

2.3 RFP Questions

Section 3. Scope of Services

3. Scope of Services

Section 4. Submission Content and Format

Section 5. RFP Timeline

5.1 Timeline

Section 6. Submittal Evaluation / Selection Criteria

6.1 Submittals

6.2 Responder’s Qualification

6.3 Method of Approach

6.4 References

6.5 Pricing

6.6 Submittal Quality and Completeness

6.7 Local Business Enterprise (LBE) Program:

6.7 Other :

Section 7 Acceptance of Submittal

7.1 Submittal

Section 8 Additional IT Provisions

ATTACHMENT 1 – Signature Form

Submittal Signature Form

ATTACHMENT 2 – Client References

Client References

ATTACHMENT 3 Technical Requirements

3.1 Contact Center Replacement

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3.2 Call Volumes

3.3 Work Shifts, Conditions and Exceptions

3.4 Workflows:

3.4.1 311 Dialogflow ES IVR Flows

3.4.1.1 Abandoned Vehicles

3.4.1.2 Homeless Concern

3.4.1.3 Junk Pickup

3.4.1.4 Missed Service

3.4.2 High-level Call Flow Diagrams

3.4.2.1 311 Operator Control

3.4.2.2 311 Development

3.4.2.3 311 Production

3.4.2.4 311 Quality Control

3.4.2.5 Attorney

3.4.2.6 Box Office

3.4.2.7 Coloma

3.4.2.8 DOU

3.4.2.9 IT Service Desk

3.4.2.10 Revenue Tax and Permit

3.4.2.11 Revenue Enforcement Collection

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Section 1. General Information

1.1 Project Overview

The City of Sacramento invites interested parties (“Respondents”) to submit a proposal for the replacement and migration services of our existing on-premise Cisco contact center, version 12.6.1 Packaged Contact Center Enterprise PCCE for an AWS Connect Contact Center solution. AWS Connect integrators must be AWS certified partners with experience in migrating contact centers. Additional experience include building generative artificial Intelligent virtual assistants/agent and integrating with other 3rd party applications, such as ESRI Geographical Information System GIS. AWS Connect must seamlessly integrate with existing customer record management CRM systems such as Salesforce, ServiceNow, and Oracle Customer Care and Billing CC&B. Additional, telephony requirements will include features such as courtesy call-back, and call scheduling. The AWS Connect solution must also include call and screen recording, redaction for PCI compliance, and post-call surveys. Details of these requirements and others are outlined in Section 3; Scope of Services and Attachment 3. The goal will be to provide and enhance non-emergency services, to the community by leveraging AWS Connect, omni-channel contact center leveraging omni-channel communication.

The current contact center environment, Cisco on-premises PCCE, supports 193 agents across several different call centers, serving a range of City services including 311, Revenue, Department of Utilities, SAFE Theater Box Office, and internal IT support. The existing contact center is integrated into the City’s Voice Over Internet Protocol VOIP environment, sharing resources such as Session Initiation Protocol SIP trunks, Voice Gateways, Direct Inward Dial DID numbers, and agent extensions. All proposed integrations into AWS must include a detailed migration plan outlining the project timeline and necessary steps, such as DID porting, and if necessary, SIP trunk configurations, Intelligent Virtual Assistant IVA integration, Salesforce integration, GIS integration, and any additional services needed to create a turn-key solution.

This RFP will be used to identify an integration partner for our contact center replacement. We currently operate eight call centers. The City’s combined call volume across all contact centers is approximately 75,000 calls per month, routed through two SIP trunks via Voice Gateways to the existing VOIP Call Manager, where they are handed off to either virtual agents using 311’s Google Dialogflow IVA or live agents. The city’s integration partner we need to be to migrate the eight call centers and leverage the new features in AWS with the goals of creating a scalable omni-channel solution to optimize customer interactions and improve service delivery.

For comprehensive requirements document outlining scope of services including an anticipated roll out strategy is in section 3 under Scope of Services, and Attachment 3 of this RFP.

1.2 Key Objectives

• Implement a strategy of migrating and modernizing the City’s contact centers to AWS’s Connect solution.

• Improve service delivery through Intelligent Virtual Agents IVAs enhanced Geographical Information Systems GIS for customer location, leverage AI for services such as real‑time speech to speech translation, transcription and lean into Agentic AI for automation for self-service such as Credit Card processing.

• Enable omnichannel communication (voice, chat, SMS, email, social) and include call and transcription recordings of the entire customer engagement while also providing redaction services for PCI compliance.

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• Implement the ability to dynamically increase scalability and resilience of our Contact Center during peak demand and emergencies

• Within a single pane, display city defined key performance indicators KPI’s, as outlined in our requirements section, for the entire customer engagement on all channels.

For additional objectives, please see section 3, and attachment 3.

1.3 Process

A review committee composed of City staff will review the submitted proposals and rank them based on defined criteria. A shortlist of responders who rank the highest may be invited to submit supplementary information as well as be interviewed. It is anticipated that a contact center contract will be awarded to the proposal that will provide the city with the best value, cost, and strategy for implementation.

1.4 City Information

The City of Sacramento is California's capital city. It has a population of 518,037. Sacramento is a progressive city with great pride in its ethnic and cultural diversity, concern for environmental and social issues, and emphasis on quality in the provision of governmental services.

As a Charter City, Sacramento operates under the City Council – City Manager form of government. It has an annual budget of $1.5 billion and approximately 5,000 full-time equivalent positions. City responsibilities include fire and police protection; public works functions including provision of water, sewer, storm drain, and solid waste services; parks and recreation; and a variety of other community services.

The city is committed to working in a digital environment to increase efficiency and reduce costs. This commitment enhances collaboration, provides consistent practices, and provides transparency where appropriate. Many City processes currently require updating and migration from a paper-based format to an electronic and digital format.

1.5 City's Rights, Options and Policies

Submittals may be withdrawn or modified before the due date by delivering a written and signed request by the due date. A request for modification of the Submittal after the due date will not be considered, including a representation that the Responder was not fully informed regarding any information pertinent to the Submittal or the offer. The City shall not be responsible for or bound by any oral instructions, interpretations or information provided by the City or its employees other than the RFP contact.

The City reserves the right to reject any or all Submittals submitted, correct any technical errors in the RFP process, waive any irregularities in any Submittal, negotiate with any of the Responders, accept other than the lowest fee offer, or enter into a subsequent agreement with another Responder if the originally selected Responder fails to execute its agreement with the City.

Any agreement is not binding unless it is executed by authorized representatives of the City and the selected Responder. Proposing firms are solely responsible for any expenses incurred in preparing their Submittals in response to this RFP.

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Submittals should be prepared simply and economically, providing straightforward, concise delineation of the firm's capabilities to satisfy the requirements of this RFP. The emphasis should be on completeness and clarity of content. To expedite Submittal evaluations, it is essential that specifications and instructions contained in the Submittal instructions are followed as outlined.

All submittals become the exclusive property of the City and may be reviewed and evaluated by any persons at the discretion of the City.

At such time as City staff has evaluated all submittals and has made a formal recommendation, all Submittals received in response to this RFP become a matter of public record and shall be regarded as public records and will be disclosed upon receipt of a request for public disclosure pursuant to the California Public Records Act; provided, however, that if any information or elements of the Submittal is set apart and clearly marked as "Trade Secret" or "Proprietary" when it is provided to the City, the City will give notice to the Responder of the request for disclosure to allow the Responder to seek judicial protection from disclosure.

Failure by the Responder to take timely steps to seek judicial protection from disclosure shall constitute a complete waiver by the Responder of any rights regarding the information designated as "Trade Secret" or "Proprietary" and such information may be disclosed by the City pursuant to applicable procedures under the California Public Records Act. Under no circumstances will City have any obligations to seek judicial protection from disclosure for any Submittals or other materials submitted in response to this RFP.

The City has no liability for any disclosure, unless such disclosure is made in violation of a court order obtained by a Responder or pertains to materials marked as "Trade Secret" or "Proprietary" for which the City failed to give the above notice.

Any/all Responders responding to this RFP do so entirely at their expense. There is no expressed or implied obligation by the City to reimburse any individual or firm for any costs incurred in preparing or submitting responses, for providing additional information when requested by the City or for participating in any selection demonstrations or interviews, including pre-contract negotiations and contract negotiations.

The City reserves the right to decide that one Responder is more responsive than the others and to select that Submittal based on review of the Submittal only.

The City reserves the right to reject individual firm members, firms, and subcontractors and request substitution without indicating any reason.

A Submittal is late if received at any time after the required submittal date and time. A Submittal received after the specified time will not be considered and will be returned to the Responder.

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Section 2. General Requirements

2.1 RFP Issue Date: July 14, 2026

2.2 RFP Due Dates and Submittal Instructions:

RFP submittals will only be accepted electronically in PDF format. Submittals are due prior to August 7, 2026, by 2:00 p.m. (PST). Send submittals electronically in (PDF Format) to:

http://www.planetbids.com/portal/portal.cfm?CompanyID=15300

Attn: Cassy Vaioleti

2.3 RFP Questions

All questions regarding this RFP are to be directed in writing (Attn: Cassy Vaioleti) via submission through the City of Sacramento bid center:

http://www.planetbids.com/portal/portal.cfm?CompanyID=15300

All submittals must reference this RFP number (P27071011001) and include the individual’s name, company, address, and contact information. Questions via phone will not receive a response.

All questions must be submitted via PlanetBids received no later than July 22, 2026 (by 2:00pm). Do not attach questions. Submit questions individually via the Planet Bids portal. An addendum addressing all questions submitted will be posted on the City's online bid portal PlanetBids by close of business on August 7, 2026.

Responders may rely only upon written information and/or instructions from the City. The City shall not be responsible for any oral information and/or instructions given regarding this RFP from third parties outside the City's online bid portal.

To maintain a fair and equal process for all Responders, upon receipt of this RFP, Responders (or their designated agents) SHALL NOT directly or indirectly contact any Council member or other City staff, other than the person identified in this RFP, for meetings, conferences or technical discussions that are related to the RFP. Unauthorized contact of any Council member or other City staff may be cause for immediate disqualification of the Responder's information from the RFP process.

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Section 3. Scope of Services

3. Scope of Services

3.1 The City is seeking an AWS Connect Contact Center integrator that will develop a turn-key solution built on AWS Connect to enhance non-emergency services and improve the overall efficiency and effectiveness of customer interactions.

The technical requirements scope of services outlines the core functionalities required for the new AWS Contact Center to ensure efficient customer service, operational scalability, and seamless integration with the City’s existing infrastructure. The AWS Contact Center integrator must deliver a turn-key implementation, along with a migration plan, to transition from the City’s current on-premises contact center. It is envisioned that the AWS Connect contact center will eventually expand the services of 311 to include one single call ingestion point for all city services. This expansion may be done at a later phase and is not included in this scope of services.

The proposed AWS contact center solution shall include all the key features outlined in our Technical Requirements document, Attachment 3.

The City is looking for an integrator to provide recommendations on a migration strategy. The city is looking to migrate our existing contact centers in a few phases. The following phases are listed as an example, and we look forward to reviewing the strategies recommended by the respondents.

• Phase 1: Migrate our easiest contact centers first that support call queueing only.

• Phase 2: Migrate the City’s Department of Utilities (DOU), Information Technology (IT), and 311 Contact centers second.

o DOU’s contact center is currently using Oracles Customer Care and Billing CRM.

o IT’s contact center is currently using ServiceNow CRM.

o 311 is currently using Salesforce Customer Records Management (CRM), as well as existing Google Dialog Flows.

311’s existing call flows and Dialog Flow diagrams are attached for reference.

311’s existing Work Force Management and contact center agent reporting codes provided in attachment 3.

• Phase 3: Rebuild City’s existing 311 Intelligent Virtual Assistant (IVA) from Google to AWS Connect.

o Add additional features include live language translation, courtesy call back, and call scheduling.

o Replace our existing self-service Google Dialog flow options with AWS Connect.

o Add omni channel integrations for service request.

• Phase 4: Expand City’s AWS Contact Cetner by adding additional self-service features including additional payment options listed below.

IVA to manage and ingest DOU credit card payments.

For all additional details regarding the City of Sacramento’s contact center’s technical requirements, please see attachment 3.

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Section 4. Submission Content and Format

4.1 At a minimum, the submittal shall include the following:

1 Submittal Signature (Attachment 1). If the Submittal is made by an individual, it shall be signed, and the individual's full name and address shall be given. If it is made for a firm or partnership, it shall be signed with the firm or partnership name by a principal of the firm or partnership, who shall sign his or her own name and title. The names and addresses of each firm principal or partner shall also be provided. If the organization is a corporation, a Secretary of State certificate may be requested prior to awarding the contract.

2 Executive Summary: Responder must provide an executive summary which explains its understanding of the City's intent and objectives and how their submittal would achieve those objectives. The summary must discuss Respondent's strategy and methodology for successfully implementing and managing the project for the City of Sacramento; capacity to perform, and approach to project management, satisfying the scope of services in the RFP and any additional factors for the City's consideration. The summary should also describe how any uncompleted projects and/or contractual commitments to other clients will affect its ability to deliver services, capacity to perform within City's timeline, and dedicated resources committed to the City's Project.

3 Company Information / Proposals and Experience: The Responder shall include qualifications and experience of their firm. The Responder shall identify the year the firm was established, the total number of employees, and the number of employees focused on this type of engagement. The City may request a financial reference, annual report, and a profit and loss report for each of the last three fiscal years prior to awarding the contract.

4 Client References (Attachment 2): The Responder must provide a minimum of three client references of a similar size, complexity, and business. At least one local government reference is preferred. The Responder will provide the following information about clients being used as references: client name, client contact information, client size and industry, description of services provided, date when service was implemented, contract term and total dollar value of the contract.

5 Proposed method of Approach: The Responder should provide a detailed proposal outlining their approach, methodology, timeline, and budget for delivering the scope of services outlined in section 3.

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Section 5. RFP Timeline

5.1 Timeline

Listed below are the important dates when the city plans to take steps or actions. If the city finds it necessary to change any dates, such change will be accomplished by addendum to this RFP.

Activity Date RFP Released 07/14/2026 Deadline for questions (submit electronically via PlanetBids) site 07/22/2026 by

2:00pm Addendum issued responding to questions 07/27/2026 Deadline for Submissions (electronic PDF submission via City’s online bid portal PlanetBids)

08/07/2026 by 2:00pm

Submission Review / Panel Selection August, 2026 Respondent Elevations / Presentations August - Sept 2026 Anticipated Contract Award September 2026 Engagement starts September 2026 Expected project completion 12-18 months

NOTE: The City of Sacramento reserves the right to modify the dates listed at its sole discretion.

Prospective responders will be notified of any significant schedule changes by addendum issued via the City of Sacramento online bid portal. The City shall not accept submittals after the submission deadline specified in this RFP and shall return the unopened submittals to the respective Respondents. The City will not consider late submittals under any circumstances.

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Section 6. Submittal Evaluation / Selection Criteria

6.1 Submittals

Submittals will be evaluated based on the overall best submittals to the City based on the criteria set out in this RFP or otherwise reasonably considered relevant. Firms may be asked to participate in an oral interview.

Submittals should present information in a straightforward and concise manner, while ensuring complete and detailed descriptions of the Firm's abilities to meet the requirements of this RFP.

Evaluation Criteria Maximum Points Responder’s Qualifications and Experiences 15 Method of Approach 25 References 25 Pricing 20 Submittals Quality and Completeness 10 Local Business Enterprise Requirements 5

Total Points 100

At the completion of the evaluation process, a total point value will be compiled for each Submittal. The award recommendation(s), if any, will not necessarily be based on the lowest prices proposed or on the point values assigned.

6.2 Responder’s Qualification

The offeror (consulting company) has ability to provide dedicated and named staff resource(s), experienced in similar type of service engagement, and feedback from previous clients.

6.3 Method of Approach

The responder should provide a detailed proposal outlining their approach, methodology, timeline, and budget for delivering the scope of services outlined in section 3. The City prefers a phased approach for the City’s AWS Connect Contract center roll out. The method should include:

Phase 1 Cut Over: shall be the replacement of existing contact centers, starting with the least complicated, and finishing with 311 with mainly like for like services.

Phase 2 Enhancement: Starting with 311 and developing additional IVA self-services features, as outlined in the attached Section 3 scope of services and expanding City’s IVA to other existing contact centers.

6.4 References

Provide a minimum of three (3) references with similar work and experience described in Section 3 (Scope of Services).

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6.5 Pricing

Responders shall submit a fixed price fee for the completion of the project that includes all travel and expenses. The prices noted must be all‐inclusive and must include all necessary costs including but not limited to, materials, labor, copying costs, incidentals, equipment, space, taxes, profit, insurance and any other items necessary to effectively conduct and complete the scope of services as outlined in Section 3 of this RFP.

6.6 Submittal Quality and Completeness

The overall completeness, accuracy and quality of the submittals will be taken into consideration when evaluating the Respondents qualifications and experience.

At the completion of the evaluation process, a total point value will be compiled for each submittal. The award recommendation(s), if any, will not necessarily be based on the lowest prices proposed or on the point values assigned.

6.7 Local Business Enterprise (LBE) Program:

http://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances

6.7 Other :

Rejection of Submittals: The City of Sacramento reserves the right to reject any and all Submittals received in response to this request, or to negotiate separately with any source whatsoever in any manner necessary to serve the best interest of the City. The City of Sacramento may at its discretion determine not to award a contract solely on the basis of this RFP and will not pay for the information solicited or obtained.

It is recognized that each Responder may have developed unique and typical methods of service delivery.

It is not the City's intention to disqualify a Responder due to variations in services equivalent to or of better quality and performance than that requested, which provides the necessary service, will receive full consideration for award.

Withdrawal of Submittals: Unauthorized conditions, limitations, or provisions attached to a Submittal may be cause for its rejection. No oral, telegraphic or telephonic Submittals or modifications will be considered.

The Submittal may be withdrawn upon request by the Responder without prejudice to the Responder prior to, but not after the time fixed for opening of Submittals, provided that the request for withdrawal is in writing, has been executed by the Responder or the Submittal's duly authorized representative, and has been filed with the City.

Contract Negotiations: Contract negotiations may be undertaken simultaneously during the evaluation of Submittals with the finalist(s) as determined by the City. The City will not accept any changes to the professional services agreement including contract exhibits.

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Section 7 Acceptance of Submittal

7.1 Submittal

The contents of the successful Submittal will become the contractual obligations that will be contained in a formal written agreement. Failure of successful Responder to accept these obligations in a formal agreement may result in cancellation of the award.

Addenda and Supplements to RFP If it becomes necessary to revise any part of the RFP, an addendum to the RFP will be provided to all known prospective Responders via the City of Sacramento's online bid portal PlanetBids.

http://www.planetbids.com/portal/portal.cfm?CompanyID=15300

It is the responsibility of the Responder to verify addenda and supplements up to the RFP submission date and time.

Responder Responsibilities The Responder must commit a professional staff and an experienced Project Manager who will be responsible for coordinating the services with the City. Service shall be the best of its respective kind.

All professionals shall be skilled, knowledgeable, and successfully experienced in all aspects of providing the required services.

Licenses The Responder shall be required to obtain any necessary licenses and shall comply with all Federal, State and local laws, codes and ordinances without cost to the City.

Non-Waiver of Defaults Any failure by the City to enforce or require the strict keeping and performance of any of the terms and conditions of the contract, shall not constitute a waiver of such terms and conditions, nor shall it affect or impair the right of the City to avail itself of such remedies as it may have for any breach of the terms and conditions.

Business Operations Tax Certificate Chapter 3.08 of the Sacramento City Code requires that anyone conducting business in the City of Sacramento obtain a Business Operations Tax Certificate and pay the applicable tax if necessary.

The successful Responder, and any subcontractors, will be required to show compliance with this requirement prior to award of the contract.

Information about the Business Operations Tax Certificate may be obtained the City of Sacramento, Revenue Division, 915 I Street, New City Hall First Floor, Sacramento, CA 95814, or by telephone at

(916) 808-8500.

Contractual Obligations The standard City of Sacramento Professional Services Agreement includes, but is not limited to, the requirements shown in City’s standard agreements, and can be found at the following URL:

https://www.cityofsacramento.org/Finance/Procurement/Standard-Agreements. In addition, the City’s Information Technology Department’s standard Information Technology provisions are in section 8 of the RFP. These provisions may be amended based on the particular services. Responder should review the contract and indicate in the Submittal the extent to which Responder can and is willing to comply with each and every provision of the attached contract. This Request for Qualifications together with ' 'Submittal's response shall be incorporated into the final contract.

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Professional Services Agreement (Over $25,000) The Responder(s) recommended for this award will be required to sign the Professional Services Agreement. The Agreement can be found at the following URL:

http://www.cityofsacramento.org/Finance/Procurement/Standard-Agreements

Responders are responsible for reading and understanding the Professional Services Agreement's requirements, terms and conditions prior to submitting their bids.

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Section 8 Additional IT Provisions

1. News Releases. Unless otherwise exempted, news releases, endorsements, advertising and social media content pertaining to this Contract shall not be made without the prior written consent of the CITY.

2. Documentation. CONTRACTOR agrees to provide to the CITY, at no charge, all Documentation, and updated versions thereof. “Documentation” means manuals and other printed materials necessary or useful to the CITY in its use or maintenance of the Deliverables or Services or Software. Manuals and other printed materials customized for the CITY hereunder constitute work product if such materials are required by the Scope of Services. CONTRACTOR agrees to provide additional Documentation at prices not in excess of charges made by CONTRACTOR to its customers for similar Documentation.

3. Future Releases. Unless otherwise specifically provided in this Contract, if improved versions, e.g., patches, bug fixes, updates or releases, of any Software are developed by the CONTRACTOR, and are made available to other licensees, they will be made available to the CITY at no additional cost only if such are made available to other licensees at no additional cost. If the CONTRACTOR offers new versions or upgrades to the Software, they shall be made available to the CITY at the CITY’s option at a price no greater than the Contract price plus a price increase proportionate to the increase form the list price of the original version to that of the new version, if any. If the Software has no list price, such price increase will be proportionate to the increase in average price from the original to the new version, if any, as estimated by the CONTRACTOR in good faith.

4. Rights in Work Product.

a. All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the CONTRACTOR pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including the CONTRACTOR’s administrative communications and records relating to this Contract (collectively “Work Product”), shall be the CITY’s exclusive property.

b. Software and other materials developed or otherwise obtained by or for the CONTRACTOR or its affiliates independently of this Contract (“Pre-Existing Materials”) do not constitute Work Product. If the CONTRACTOR creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other elements do not.

c. The CITY will have the same rights to the Work Product as it does to Deliverables. Such rights shall be unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. These rights shall also include the right to release or disclose the Work Product outside the CITY for any government purpose and to authorize any recipient to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any government purpose.

d. The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the CONTRACTOR or jointly by the CONTRACTOR and the CITY may be used by either party without obligation of notice or accounting.

e. This Contract shall not preclude the CONTRACTOR from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the CITY pursuant to this Contract.

5. Software License. Unless otherwise specified in the Contract, the CONTRACTOR hereby grants to the CITY, subject to the terms and conditions of this Contract, a perpetual, revocable, royalty-free, non-exclusive, license to use the software and related products in this Contract (hereinafter referred to as “Software”). The CITY may use the Software in the conduct of its own business, and any division thereof.

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6. CONTRACTOR’s Intellectual Property Rights. CONTRACTOR owns and reserves all right, title, and interest in CONTRACTOR devices and Services and suggestions to CONTRACTOR, including all related intellectual property rights.

7. Third Party Infringement Warranty. Subject to the representations and warranties of the CITY in connection with the materials and access supplied by CITY, CONTRACTOR represents and warrants that, to the best of CONTRACTOR’s knowledge, CONTRACTOR’s tools, services, background technology, know-how, resources, or materials do not knowingly infringe the rights of any third party, and use of the same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by City Information, or the modification of, or use of the Deliverables in combination with materials or equipment outside of the scope of the applicable specifications, by CITY or third parties.

8. Third Party Infringement Indemnification. CONTRACTOR will indemnify CITY against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of CONTRACTOR’s devices or Services infringes or misappropriates the third-party’s intellectual property rights by a court of competent jurisdiction or settlements entered into with a third party for any third party claim against CITY of intellectual property infringement by the CONTRACTOR’s devices or Services. CITY will promptly provide CONTRACTOR with written notice of such claim, tender to CONTRACTOR the defense or settlement of such claim at CONTRACTOR’s expense and cooperate fully with CONTRACTOR in the defense or settlement of such claim.

CONTRACTOR’s intellectual property indemnification obligations do not apply to claims based on (a) modification of CONTRACTOR’s devices or Services by CITY or a third-party not approved by CONTRACTOR;

(b) use of CONTRACTOR’s devices and Services in combination with hardware or services not approved by CONTRACTOR; (c) use of CONTRACTOR’s devices and Services other than as permitted in this Agreement; or

(d) use of CONTRACTOR’s software that is not the most current release provided by CONTRACTOR to the extent that such release is provided by CONTRACTOR to CITY at no additional cost to the CITY. In the event an injunction is sought or obtained against CITY’s use of the CONTRACTOR’s devices or Services as described under this Agreement as a result of any such infringement claim, CONTRACTOR shall, at its sole option and expense, do one or more of the following: (i) procure for CITY’s right to continue using the affected CONTRACTOR device or Service, (ii) replace or modify the affected CONTRACTOR’s device or Service so that it does not infringe, or (iii) terminate CITY’s access to the affected device or Service.

9. Third Party Beneficiaries. The representations, covenants, obligations, rights, and agreements of the parties set forth in this Contract are not intended for, nor shall they be for the benefit of or enforceable by, any third party or person not a party to this Contract including, without limitation CITY’s end user, suppliers, and/or customers. Under this Contract, CONTRATOR shall have no relationship with the customers to which CITY may provide service. CITY further acknowledges and agrees that no fiduciary relationship arises with CONCTRACTOR under this Contract.

10. Third Party Agreements Warranty. CONTRACTOR represents and warrants that CONTRACTOR’s agreement to perform the services pursuant to this Contract does not violate any agreement or obligation between CONTRACTOR and a third party.

11. Data Security.

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a. Protection of CITY Information. In addition to the applicable provisions in the Exhibit D of the Contract, CONTRACTOR will use commercially reasonable administrative, physical, and technical efforts to protect the security, confidentiality and integrity of CITY Information. At a minimum, CONTRACTOR shall not store, copy, analyze, monitor, or otherwise use CITY Information except for the purposes of providing the Services to CITY. CONTRACTOR shall comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information (“PII”) and data privacy with respect to any such data that CONTRACTOR receives or has access to under this Contract or in connection with the performance of the Services for CITY. CONTRACTOR shall otherwise protect PII and will not use, disclose, or transfer across borders such PII except as necessary to perform the Services under this Contract or in accordance with applicable law. To the extent that CONTRACTOR receives PII related to the performance of this Contract, CONTRACTOR shall protect the privacy and legal rights of the CITY, its personnel, clients, customers, contractors, residents, and visitors. All CITY Information stored or at rest in the CONTRACTOR’s data centers, or in transport, will be encrypted in transport and will not be transferred to any other hosting entity or location without the prior written consent of CITY. In the event of a security breach involving CITY Information, CONTRACTOR shall give notice to city in accordance with applicable law. “Security breach” for purposes of this section will refer to an event that compromises the confidentiality, integrity, or availability of CITY Information or PII or allows unencrypted CITY Information or PII to be acquired by an unauthorized person. Once a security breach has been contained, CONTRACTOR must provide CITY with a post-incident report documenting all containment, eradication, and recovery measures taken. CITY reserves the right in its sole discretion to enlist a third party to audit CONTRACTOR’s findings and produce an independent report, and CONTRACTOR will fully cooperate with the third party. CONTRACTOR will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information.

b. Notification. In the event of a Security breach, CONTRACTOR shall notify the person whose PII has been compromised. The notification shall comply with the notification requirements of California Civil Code sections 1798.29.

12. CITY Representations and Warranties on PII. CITY represents and warrants that it will not use PII with the Services. However, if CITY utilizes personal data for the Services, the CITY will collect all PII with proper notice and opt-out opportunities in accordance with all applicable privacy and data protection legislation, including, without limitation, the California Privacy Rights Act. CITY shall defend, indemnify and hold CONTRACTOR harmless from and against any third-party claims that relate to or arise out of CITY’s breach of this section.

13. Return of CITY Information. Upon termination, CONTRACTOR shall promptly return or delete all CITY Information as directed by CITY in writing at no cost to the CITY. Notwithstanding the foregoing, CITY may elect to download the CITY Information within thirty (30) business days of such termination.

14. Deliverables.

“Deliverables” as used here means the items, including, without limitation, reports, graphs, charts, codes, [source codes, include if Contractor is creating software, website, or other similar operating system], and other documentation that CONTRACTOR provides the CITY pursuant to this Contract. CITY shall be granted all right, title, and interest in and to the deliverables. CITY shall have no restrictions on CITY’s use or dissemination of the deliverables. CITY shall have no restrictions on CITY’s use or dissemination of the Deliverables. Notwithstanding any other provision of the Contract, "Deliverables" does not include CONTRACTOR’s software documentation or code in any format. All right, title and interest in and to the services and the underlying software and any and all modifications, derivative works or innovations of the services or the software, including all intellectual property rights embodied therein, shall be retained in full by the owner.

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f. All Deliverables may be subject to inspection, testing, and acceptance by the CITY, at the CITY’s sole discretion. CONTRACTOR shall furnish to CITY all information and data as may be reasonably required to inspect the Deliverables.

g. CITY will give written notice of rejection of a Deliverable within a reasonable time after receipt of the

Deliverable. The notice will state the respects in which the Deliverables do not substantially conform to the specifications of the Contract. If the CITY does not provide the notice of rejection within fifteen

(15) business days of delivery of the Deliverable, the Deliverable will be deemed to have been accepted by the CITY.

h. Acceptance by the CITY will be in writing, final, and irreversible, except as it relates to latent defects, fraud, and gross mistakes or negligence amount to fraud. Acceptance shall not be construed to waive any warranty rights that the CITY might have at law or by express reservation in this Contract with respect to any nonconformity.

i. Unless otherwise specified in the Contract, ownership and title to the Deliverable shall remain with the CONTRACTOR until such time as CITY accepts the Deliverable as described herein. Title to a special feature installed on a device and for which only a single installation charge was paid shall pass to CITY at no additional charge, together with title to the device which it was installed.

15. Warranty.

j. Unless otherwise specified in the Contract, the warranties in this subsection begin upon delivery of the Deliverables or performance of the Services and expire in one (1) year thereafter. CONTRACTOR warrants that (i) Deliverables and Services will substantially conform to the requirements of this Contract (including, without limitation, all descriptions, specifications, and drawings in a Statement of Work), and (ii) the Deliverables and Services will be free from material defects. If the parties have agreed to design specifications, the CONTRACTOR warrants that it’s Deliverables and Services provide all material functionality required thereby. In addition to the other warranties set forth herein, where the Contract calls for software (e.g., software as a service), the CONTRACTOR warrants that the software will perform in accordance with its license and accompanying documentation. CITY’s approval of designs or specifications furnished by CONTRACTOR shall not relieve the CONTRACTOR of its obligations under this warranty.

k. CONTRACTOR warrants that Deliverables furnished and Services performed hereunder: (i) will be free, at the time of delivery, of harmful code (i.e. computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data or software); and (ii) will not infringe or violate any U.S.

Intellectual Property Right. Without limiting the generality of the foregoing, if the CITY reasonably believes that harmful code may be present in any software delivered hereunder, CONTRACTOR will, upon the CITY’s request, provide a new or clean install of the software.

l. Unless otherwise specified, CONTRACTOR does not: (i) warrant any software provided hereunder is error-free or that it will run without immaterial interruption; (ii) warrant and will have no responsibility for a claim to the extent that it arises directly from a modification made by the CITY, unless such modification is approved or directed by the CONTRACTOR, use of software in combination with or on products other than as specified by CONTRACTOR, or misuse by the CITY; or where CONTRACTOR resells hardware or software it purchased from a third party, CONTRACTOR, to the extent it is legally able to do so, will pass through any such third party warranties to the CITY and will

19 | P a g e reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the CONTRACTOR from CONTRACTOR’s warranty obligations set forth above.

m. All warranties, including special warranties specified elsewhere herein, shall inure to the CITY.

n. Except as may be specifically provided in the Contract, for any breach of the warranties provided in this Exhibit, the CITY’s remedy and the CONTRACTOR’s sole obligation will be limited to: (i) re-performance, repair, or replacement of the nonconforming Deliverable or Service; (ii) should the CITY in its sole discretion consent, refund of all amounts paid by the CITY for the nonconforming Deliverable or Service and payment to the CITY of any additional amounts necessary to equal the CITY’s Cost to Cover. “Cost to Cover” means the cost, properly mitigated of procuring Deliverables or Services of equivalent capability, function, and performance. The payment obligation in subsection e(ii) above will not exceed the limits on the CONTRACTOR’s liability set forth in the Section entitled “Limitation of Liability.”

o. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, THE CONTRACTOR

MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION

ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARICULAR

PURPOSE.

16. Safety and Accident Prevention. In performing the Services on a CITY site, CONTRACTOR shall conform to any specific safety requirements contained in the Contract or as required by law or regulation.

CONTRACTOR shall take any additional precautions as the CITY may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract.

17. Excusable Delay or Failure. Neither party will be in default or otherwise liable for any delay, or failure of its performance under this Contract to the extent such delay, or failure arises by reason of act of God, the elements, adverse weather conditions, fire, flood, riots, strikes, accident, war, governmental requirement or any action of government in its sovereign capacity, or act of civil or military authority whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control and without the fault or negligence of the affected party (each constituting an “Excusable Delay or Failure”). Any such Excusable Delay or Failure shall suspend the Contract until the Excusable Delay or Failure ceases, and, if practical, the Contract shall be deemed extended for the suspended period accordingly.

18. Cyber Liability Insurance. Contractor shall obtain cyber liability insurance, with limits not less than $2,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If policy is a claims-made policy such coverage shall be continued for five (5) years following the completion of all services and additional service under this agreement. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective

20 | P a g e date, the Contractor must purchase “extended reporting” coverage for minimum of five (5) years after completion of contract work.

19. Technology Professional Liability (E&O). CONTRACTOR shall obtain technology professional liability, with limits not less than $1,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR under this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If policy is a claims-made policy, such coverage shall be continued for three (3) years following the completion of all services and additional services under this Contract. The retroactive date must be prior to the date this Contract is approved or any services are performed.

20. Order of Precedence. In the event of any inconsistency between this Exhibit and any other exhibits, attachments, provisions of this Contract, this Exhibit shall precede any other exhibit, attachment, or provision of this Contract.

21. Non-solicitation. During the term of this Agreement and for one year thereafter, each party agrees not to solicit for employment any of the other party’s employees that were directly involved in the performance of Services hereunder. For further clarification, this requirement does not prohibit either party’s employees from seeking employment with the other party or responding to general advertisements or recruitments of the advertising party so long as the advertising party’s advertisements or recruitments did not target the other party’s employees. Notwithstanding any other provision of this Agreement, this section 9.6 survives the expiration or termination of the Agreement.

23. Accessibility Compliance.

1) CONTRACTOR shall ensure that all web content, mobile apps, digital content, documents, communications, multimedia, reports, presentations, and any other electronic deliverables as those terms are defined in § 35.104 of Part 35, Chapter I of Title 28 of the Code of Federal Regulations, are readily accessible to, and usable by, individuals with disabilities and comply with Level A and Level AA success criteria and conformance requirements specified in WCAG 2.1.

2) CONTRACTOR further agrees to ensure ADA…