HomeMy WebLinkAbout08-17-2022 On-Call Technology Project Management Consultant Services Agreement with Archer Street, LLC.docx1
CITY OF SAN LUIS OBISPO
AGREEMENT FOR PURCHASES OF GOODS AND SERVICES
This Agreement for Purchases of Goods and Services (this “Agreement”) is made
and entered into in the City of San Luis Obispo on ______________________________
(the “Effective Date”) by and between the City of San Luis Obispo, a municipal
corporation (“City”) and Archer Street, LLC “Contractor”). City and Contractor are sometimes
referred herein individually as a “Party” and collectively as the “Parties.”
W I T N E S S E T H:
WHEREAS, on June 27, 2022, City requested qualifications for technology
consulting services; and
WHEREAS, pursuant to said request, Contractor submitted qualifications that
were accepted by City;
NOW THEREFORE, in consideration of their mutual promises, obligations and
covenants hereinafter contained, the Parties agree as follows:
1.TERM. The term of this Agreement shall commence on the Effective Date and end five
years thereafter.
2.INCORPORATION BY REFERENCE. City Notice Requesting Qualifications for Technology
Consulting Services and Contractor's proposal dated June 18, 2022, are hereby
incorporated in and made a part of this Agreement and attached as Exhibit A. The City’s
terms and conditions are hereby incorporated in and made a part of this Agreement as
Exhibit B. The City’s insurance requirements are hereby incorporated in and made part of this
Agreement, attached as Exhibit C. To the extent that there are any conflicts between the
Contractor’s fees and scope of work and the City’s terms and conditions, the City’s terms
and conditions shall prevail, unless specifically agreed otherwise in writing signed by both
Parties.
3.REVISIONS TO EXHIBIT B. The Parties agree to revise Exhibit B as set forth below.
a.Proposal Content, No. 8, p. 9, entitled “Attendance at Meetings and Hearings”
shall be revised to state the following:
As part of the workscope and included in the contract price is attendance
by Contractor at up to four (4) public meetings to present and discuss its
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findings and recommendations. Contractor shall attend as many “working”
meetings with staff as necessary in performing workscope tasks.
b. Standard Terms and Conditions, p. 24, shall add the following new provisions:
Termination by Contractor for Convenience. Contractor may terminate
this Agreement for any or no reason at any time by giving thirty (30)
calendar days written notice to the City.
Termination by Contractor for Cause. If, during the term of this
Agreement, Contractor determines that City is not faithfully abiding by any
term or condition contained herein, Contractor may notify City in writing
of such defect or failure to perform. This notice must give City a ten (10)
calendar day notice of time thereafter in which to cure the deficiency or
perform. If City has not performed or cured within such ten days specified
in the notice, such failure shall constitute a breach of this Agreement and
Contractor may terminate this Agreement immediately by written notice
to City to said effect. Thereafter, neither Party shall have any further
duties, obligations, responsibilities, or rights under the contract, except
that any and all obligations of Contractor’s surety shall remain in full force
and effect. In the event of termination by Contractor, Contractor shall be
entitled to damages under applicable law.
Limitation of Liability. Except as expressly provided for herein, Contractor
shall not be liable in contract or tort to the City for any special,
consequential, or incidental damages arising out of or in connection with
this Agreement, including, but not limited to, lost profits, loss of use, nor
for any damages in excess of Contractor’s insurance policy limits.
4. CITY'S OBLIGATIONS. For providing the services as specified in this Agreement, City will
pay, and Contractor shall receive therefore compensation per project as set forth in
Exhibit A.
5. CONTRACTOR/CONSULTANT’S OBLIGATIONS. For and in consideration of the payments
and agreements hereinbefore mentioned to be made and performed by City, Contractor
agrees with City to do everything required by this Agreement and the said specifications.
6. AMENDMENTS. Any amendment, modification or variation from the terms of this
Agreement shall be in writing and shall be effective only upon approval by the City
Manager.
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7.COMPLETE AGREEMENT. This written Agreement, including all writings specifically
incorporated herein by reference, shall constitute the complete agreement between the
parties hereto. No oral agreement, understanding or representation not reduced to
writing and specifically incorporated herein shall be of any force or effect, nor shall any
such oral agreement, understanding or representation be binding upon the parties
hereto.
8.NOTICE. All written notices to the parties hereto shall be sent by United States mail,
postage prepaid by registered or certified mail addressed as follows:
City Miguel Guardado
IT Dept.
990 Palm Street
San Luis Obispo, CA 93401
mguardad@slocity.org
Consultant Archer Street, LLC
3894 Crenshaw Blvd.
Unit 8551
Los Angeles, CA 90008
9.AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that
everyone executing this agreement on behalf of each party is a person duly authorized
and empowered to execute Agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
the day and year first above written.
CITY OF SAN LUIS OBISPO:
By:____________________________
Derek Johnson, City Manager
APPROVED AS TO FORM:
________________________________
J. Christine Dietrick, City Attorney
CONTRACTOR:
By: ________________________________
Tony Rice II, Chief Executive Director
Archer St, LLC
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The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities.
Telecommunications Device for the Deaf (805) 781-7410.
Notice Requesting Qualifications for Technology Consulting Services
The City of San Luis Obispo is requesting sealed proposals for technology consulting services
All firms interested in receiving further correspondence regarding this Request for Proposals (RFP) will be
required to complete a free registration using BidSync (https://www.bidsync.com/bidsync-app-
web/vendor/register/Login.xhtml). All proposals must be received via BidSync by the Department of
Finance at or before June 27, 2022, when they will be opened electronically in BidSync.
Project packages and additional information may be obtained at the City's BidSync website at
www.BidSync.com.
Please submit your questions to BidSync where the City will answer them publicly. Please contact Dan
Clancy at dclancy@slocity.org with any questions.
For technical help with BidSync please contact BidSync tech support at 800-990-9339.
EXHIBIT A
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TABLE OF CONTENTS
A. INTRODUCTION ......................................................................................................................................... 2
B. PROJECT SCHEDULE……………………………………………………………………………………………………………………………..2
C. GENERAL TERMS AND CONDITIONS……………………………………………………………………………………………………..3
D. SPECIAL TERMS AND CONDITIONS……………………………………………………………………………………………………….5
E. PROPOSAL REQUIREMENTS………………………………………………………………………………………………………………….7
F. INSURANCE REQUIREMENTS………………………………………………………………………………………………………………11
G. PROPOSAL SUBMITTAL FORM……………………………………………………………………………………………………………14
H. REFERENCES……………………………………………………………………………………………………………………………………...15
I. STATEMENT OF PAST DISQUALIFCATIONS…………………………………………………………………………………………..17
Form of Agreement
Exhibit A
EXHIBIT A
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A. INTRODUCTION AND SCOPE OF SERVICES
The City of San Luis Obispo is seeking qualified Contractors to fulfill project management services in
various departments for technology resource requirements as subsequently described in this document.
The City maintains a staff of technology professionals who fulfill many of the City's tasks in systems
planning, design and development, PC Support and LAN/WAN administration. In an effort to meet the
increased demands in these areas, the City is seeking qualified Contractors, that are State of California
based, who can perform technology project management services on a per project basis.
Project Management Services – Project Managers must be skilled in the following:
a. Budgeting
b. Scope Management
c. Change Management
d. Time Management
e. Cost Management
f. Quality Management
g. Human Resources Management
h. Communications Management
i. Risk Management
The Project Manager must be PMP certified and have experience in the following:
a. Municipal Government process and procedures
b. Software development lifecycles
c. Successful implementation of Cloud and On-Premises Enterprise hardware and software systems
and applications. Experience with the following systems is preferred:
a. Oracle Cloud ERP (Cloud)
b. Tyler Energov (on-premise)
c. Laserfiche (on-premise)
d. Microsoft SharePoint (Cloud)
The Project Manager must be able to assist City with Quality Assurance and Quality Control processes.
a. Application testing to determine if business requirements have been met
b. Application testing to determine if City standards have been met
c. Application testing to determine if performance requirements have been met
d. Review and report ongoing testing results to the City
e. Resolve failed testing scenarios with the development group
f. Bug and enhancement task tracking
g. Data Validation or Q&A
Contractor shall appoint a Project Manager to direct the Contractor’s efforts in fulfilling Contractor’s
obligations under the Contract. The Project Manager shall be subject to approval by the City and shall not
EXHIBIT A
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be changed without written consent of the City’s Project Manager. Foreign outsourcing of all work is
prohibited and ideally should be performed within the State of California, or borders of the United States.
B. PROJECT SCHEDULE
Preliminary Schedule Tasks
June 9, 2022 •Release RFQ
June 20, 2022 •Closing date for questions
June 27, 2022 •Closing date for RFQ
June 27 – July 31 •Evaluation of bids and contract awards
E. GENERAL TERMS AND CONDITIONS
PROPOSAL REQUIREMENTS
1.Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall
meet all the terms, and conditions of the Request for Proposals (RFP) project package. By virtue
of its proposal submittal, the bidder acknowledges agreement with and acceptance of all
provisions of the RFP specifications.
2.Proposal Submittal. Each proposal must be submitted on the form(s) provided in the
specifications and accompanied by any other required submittals or supplemental materials.
Proposal documents shall be submitted electronically via BidSync. However, if you can't submit
electronic please send your bid copy in a sealed envelope to the Department of Finance, City of
San Luis Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. To guard against premature
opening, the proposal should be clearly labeled with the proposal title, project number, name of
bidder, and date and time of proposal opening. No FAX submittals will be accepted.
3.Insurance Certificate. Each proposal must include a certificate of insurance showing:
a.The insurance carrier and its A.M. Best rating.
b.Scope of coverage and limits.
c.Deductibles and self-insured retention.
The purpose of this submittal is to generally assess the adequacy of the bidder 's insurance
coverage during proposal evaluation; as discussed under paragraph 12 below, endorsements are
not required until contract award. The City's insurance requirements are detailed in Section E.
4.Fee Structure. Please include a clear and comprehensive fee schedule, including a statement of
hourly rates for all positions and classifications of individuals involved and reimbursable expenses.
5.Proposal Withdrawal and Opening. A bidder may withdraw its proposal, without prejudice prior
to the time specified for the proposal opening, by submitting a written request to the Director of
Finance for its withdrawal, in which event the proposal will be returned to the bidder unopened.
EXHIBIT A
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No proposal received after the time specified or at any place other than that stated in the "Notice
Inviting Bids/Requesting Proposals" will be considered. All proposals will be opened and declared
publicly. Bidders or their representatives are invited to be present at the opening of the proposals.
6. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to
make or file, or to be interested as the primary submitter in more than one proposal, except an
alternative proposal when specifically requested; however, an individual or business entity that
has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on
materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from
quoting prices to other bidders submitting proposals.
7. Communications. All timely requests for information submitted in writing will receive a written
response from the City. Telephone communications with City staff are not encouraged but will be
permitted. However, any such oral communication shall not be binding on the City.
CONTRACT AWARD AND EXECUTION
8. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of
60 days for examination and comparison. The City also reserves the right to waive non-substantial
irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a
proposal and accept the other, except to the extent that proposals are qualified by specific
limitations. See the "special terms and conditions" for proposal evaluation and contract award
criteria.
9. Competency and Responsibility of Bidder. The City reserves full discretion to determine the
competence and responsibility, professionally and/or financially, of bidders. Bidders will provide,
in a timely manner, all information that the City deems necessary to make such a decision.
10. Contract Requirement. The bidder to whom award is made (Contractor) shall execute a written
contract with the City within ten (10) calendar days after notice of the award. The contract shall
be made in the form adopted by the City and incorporated in these specifications.
CONTRACT PERFORMANCE
11. The City's contract terms and conditions that [Contractor/Contractor] will be expected to execute
and be bound by are attached hereto as Exhibit A
EXHIBIT A
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SPECIAL TERMS AND CONDITIONS
1. Contract Award. Subject to the reservations set forth in Paragraph 9 of (General Terms and
Conditions) of these specifications, the contract will be awarded to the lowest responsible,
responsive proposer.
2. Sales Tax Reimbursement.
For sales occurring within the City of San Luis Obispo, the City receives sales tax revenues.
Therefore, for bids from retail firms located in the City at the time of proposal closing for which
sales tax is allocated to the City, 1% of the taxable amount of the bid will be deducted from the
proposal by the City in calculating and determining the lowest responsible, responsive proposer.
3. Labor Actions.
In the event that the successful proposer is experiencing a labor action at the time of contract
award (or if its suppliers or subcontractors are experiencing such a labor action), the City reserves
the right to declare said proposer is no longer the lowest responsible, responsive proposer and to
accept the next acceptable low proposal from a proposer that is not experiencing a labo r action,
and to declare it to be the lowest responsible, responsive proposer.
4. Failure to Accept Contract.
The following will occur if the proposer to whom the award is made (Contractor) fails to enter into
the contract: the award will be annulled; any bid security will be forfeited in accordance with the
special terms and conditions if a proposer's bond or security is required; and an award may be
made to the next lowest responsible, responsive proposer who shall fulfill every stipulation as if
it were the party to whom the first award was made.
5. Contract Term.
The supplies or services identified in this specification will be used by the City for five (5) years.
The prices quoted for these items must be valid for the entire period indicated abo ve unless
otherwise conditioned by the proposer in its proposal.
6. Contract Extension.
The term of the contract may be extended by mutual consent for an additional one-year, and
annually thereafter, for a total of four years.
7. Supplemental Purchases
Supplemental Purchases. Supplemental purchases may be made from the successful proposer
during the contract term in addition to the items listed in the Detail Proposal Submittal Form. For
these supplemental purchases, the proposer shall not offer prices to the City in excess of the
amounts offered to other similar customers for the same item. If the proposer is willing to offer
the City a standard discount on all supplemental purchases from its generally prevailing or
published price structure during the contract term, this offer and the amount of discount on a
percentage basis should be provided with the proposal submittal.
8. Contractor Invoices.
The Contractor may deliver either a monthly invoice to the City with attached copies of detail
invoices as supporting detail, or in one lump-sum upon completion.
EXHIBIT A
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9 Non-Exclusive Contract. The City reserves the right to purchase the items listed in the Detail
Proposal Submittal Form, as well as any supplemental items, from other vendors during the
contract term.
10. Unrestrictive Brand Names. Any manufacturer's names, trade names, brand names or catalog
numbers used in the specifications are for the purpose of describing and establishing general
quality levels. Such references are not intended to be restrictive. Proposals will be considered for
any brand that meets or exceeds the quality of the specifications given for any item. In the event
an alternate brand name is proposed, supplemental documentation shall be provided
demonstrating that the alternate brand name meets or exceeds the requirements specified
herein. The burden of proof as to the suitability of any proposed alternatives is upon the proposer,
and the City shall be the sole judge in making this determination.
11. Delivery. Prices quoted for all supplies or equipment to be provided under the terms and
conditions of this RFP package shall include delivery charges, to be delivered FOB San Luis Obispo
by the successful proposer and received by the City within 90 days after authorization to proceed
by the City.
12. Start and Completion of Work. Work on this project shall begin immediately after contract
execution and shall be completed within 90 calendar days thereafter, unless otherwise negotiated
with City by mutual agreement.
13. Change in Work. The City reserves the right to change quantities of any item after contract award.
If the total quantity of any changed item varies by 25% or less, there shall be no change in the
agreed upon unit price for that item. Unit pricing for any quantity changes per item in excess of
25% shall be subject to negotiation with the Contractor.
14. Submittal of References. Each proposer shall submit a statement of qualifications and references
on the form provided in the RFP package.
15. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any
past governmental agency bidding or contract disqualifications on the form provided in the RFP
package.
EXHIBIT A
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PROPOSAL CONTENT
1. Proposal Content. Your proposal must include the following information:
Submittal Forms
a. Proposal submittal summary.
b. Certificate of insurance.
c. References from at least three firms for whom you have provided similar services.
Qualifications
d. Experience of your firm and those of sub-Contractors in performing work and projects
relevant to the Scope of Services outlined and described in the request.
e. Resumes of the individuals who would be assigned to this project, including any sub-
Contractors, with their corollary experience highlighted and specific roles in this project
clearly described.
f. Standard hourly billing rates for the assigned staff, including any sub-Contractors.
g. Statement and explanation of any instances where your firm or sub-Contractor has been
removed from a project or disqualified from proposing on a project.
Work Program
h. Detailed description of your approach to completing the work.
i. Detailed schedule by task and sub-task for completing the work.
j. Estimated hours for your staff in performing each phase and task of the work, including
sub-Contractors, so we can clearly see who will be doing what work, and how much time
it will take.
k. Detailed budget by task and sub-task for completing the work.
l. Services or data to be provided by the City.
m. Services and deliverables provided by the Contractor(s).
n. Any other information that would assist us in making this contract award decision.
o. Description of assumptions critical to development of the response which may impact
cost or scope.
Requested Changes to Terms and Conditions
p. The City desires to begin work soon after selecting the preferred Contractor Team and
expects the Contractor to execute the City's contract and all of the terms therein, as set
forth in Exhibit A. To expedite the contracting process, each submittal shall include
requested redlined changes to terms and conditions, if necessary. Please be advised that
Contractor's requested changes to the City's terms and conditions will be considered by
City staff when scoring and determining the competency and responsibility of the bidder.
Proposal Length
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q. Proposal length should only be as long as required to be responsive to the RFP, including
attachments and supplemental materials.
2. Proposal Evaluation and Selection. Proposals will be evaluated by a review committee and
evaluated on the following criteria:
a. Understanding of the work required by the City.
b. Quality, clarity and responsiveness of the proposal.
c. Demonstrated competence and professional qualifications necessary for successfully
performing the work required by the City.
d. Recent team experience in successfully performing similar services.
e. Creativity of the proposed approach in completing the work.
f. Value
g. Writing skills.
h. References.
i. Background and experience of the specific individuals managing and assigned to this
project.
As reflected above, contract award will not be based solely on price, but on a combination of
factors as determined to be in the best interest of the City. After evaluating the proposals and
discussing them further with the finalists or the tentatively selected contractor, the City reserves
the right to further negotiate the proposed work and/or method and amount of compensation.
3. Ownership of Materials. All original drawings, plan documents and other materials prepared by
or in possession of the Contractor as part of the work or services under these specifications shall
become the permanent property of the City and shall be delivered to the City upon demand.
4. Release of Reports and Information. Any reports, information, data, or other material given to,
prepared by or assembled by the Contractor as part of the work or services under these
specifications shall be the property of the City and shall not be made available to any individual
or organization by the Contractor without the prior written approval of the City.
5. Copies of Reports and Information. If the City requests additional copies of reports, drawi ngs,
specifications, or any other material in addition to what the Contractor is required to furnish in
limited quantities as part of the work or services under these specifications, the Contractor shall
provide such additional copies as are requested, and City shall compensate the Contractor for the
costs of duplicating of such copies at the Contractor's direct expense.
6. Required Deliverable Products. The Contractor will be required to provide:
a. One electronic submission - digital-ready original .pdf of all final documents. If you wish
to file a paper copy, please submit in sealed envelope to the address provided in the RFP.
b. Corresponding computer files compatible with the following programs whenever possible
unless otherwise directed by the project manager:
Word Processing: MS Word
Spreadsheets: MS Excel
EXHIBIT A
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Desktop Publishing: InDesign
Virtual Models: Sketch Up
Digital Maps: Geodatabase shape files in
State Plan Coordinate System as
specified by City GIS staff
c. City staff will review any documents or materials provided by the Contractor and, where
necessary, the Contractor will be required to respond to staff comments and make such
changes as deemed appropriate.
ALTERNATIVE PROPOSALS
7. Alternative Proposals. The proposer may submit an alternative proposal (or proposals) that it
believes will also meet the City's project objectives but in a different way. In this case, the
proposer must provide an analysis of the advantages and disadvantages of each of the alternative
and discuss under what circumstances the City would prefer one alternative to the other(s).
8. Attendance at Meetings and Hearings. As part of the workscope and included in the contract
price is attendance by the Contractor at up to [number] public meetings to present and discuss
its findings and recommendations. Contractor shall attend as many "working" meetings with staff
as necessary in performing work-scope tasks.
9. Accuracy of Specifications. The specifications for this project are believed by the City to be
accurate and to contain no affirmative misrepresentation or any concealment of fact. Bidders are
cautioned to undertake an independent analysis of any test results in the specifications, as City
does not guaranty the accuracy of its interpretation of test results contained in the specifications
package. In preparing its proposal, the bidder and all subcontractors named in its proposal shall
bear sole responsibility for proposal preparation errors resulting from any misstatements or
omissions in the plans and specifications that could easily have been ascertained by examining
either the project site or accurate test data in the City's possession. Although the effect of
ambiguities or defects in the plans and specifications will be as determined by law, any patent
ambiguity or defect shall give rise to a duty of bidder to inquire prior to proposal submittal. Failure
to so inquire shall cause any such ambiguity or defect to be construed against the bidder. An
ambiguity or defect shall be considered patent if it is of such a nature that the bidder, assuming
reasonable skill, ability and diligence on its part, knew or should have known of the existence of
the ambiguity or defect. Furthermore, failure of the bidder or subcontractors to notify City in
writing of specification or plan defects or ambiguities prior to proposal submittal shall waive any
right to assert said defects or ambiguities subsequent to submittal of the proposal.
To the extent that these specifications constitute performance specifications, the City shall not be
liable for costs incurred by the successful bidder to achieve the project's objective or standard
beyond the amounts provided there for in the proposal.
In the event that, after awarding the contract, any dispute arises as a result of any actual or alleged
ambiguity or defect in the plans and/or specifications, or any other matter whatsoever,
Contractor shall immediately notify the City in writing, and the Contractor and all subcontractors
shall continue to perform, irrespective of whether or not the ambiguity or defect is major,
material, minor or trivial, and irrespective of whether or not a change order, time extension, or
additional compensation has been granted by City. Failure to provide the hereinbefore described
EXHIBIT A
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written notice within one (1) working day of contractor's becoming aware of the facts giving rise
to the dispute shall constitute a waiver of the right to assert the causative role of the defect or
ambiguity in the plans or specifications concerning the dispute.
EXHIBIT A
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SECTION E: INSURANCE REQUIREMENTS
The Contractor shall procure and maintain insurance for the duration of the contract against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the Contractor, its agents, representatives, employees, or
subcontractors.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
3. Cyber Security and Privacy Liability (for vendors providing hardware, pre-packaged software or
portal access technology or IT Contractors, systems analysts, website designers, online services and
content providers, cloud-based providers, computer programmers, and software Contractors, system
installation or software personnel.)
4. Cyber Technology Errors and Omissions Insurance (for software as a service for vendors or
Contractors, including colocation (shared hosting centers), cloud services, managed dedicated servers,
programmers, and other IT professionals.)
5. Automobile liability insurance. Contractor if using automobile in the course of its business with
the City shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Contractor arising out of or in
connection with Work to be performed under this AGREEMENT, including coverage for any owned, hired,
non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
Minimum Insurance Requirements. Contractor shall maintain insurance amounts of no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property
damage. If Commercial General Liability or other form with a general aggregate limit is used, either
the general aggregate limit shall apply separately to this project/location or the general aggregate limit
shall be twice the required occurrence limit ($2,000,000)
2. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
3. Cyber Security and Privacy Liability: Contractor/Contractor shall procure and maintain Cyber
Liability insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which
shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable
information; including but not limited to personally identifiable information (PII), protected health
information (PHI), security codes, access codes, passwords, etc.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer
systems, including hacker or denial of service attacks.
c. Liability arising from introducing a computer virus into or otherwise causing damage to vendor (first -
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party) or customer's (third party) computer, computer system, network, or similarly related property and
the data, software, and programs.
d. Liability arising from professional misconduct or lack of the requisite skill required for performing
services defined in the contract or agreement.
e. Costs associated with restoring, updating, or replacing data.
f. Costs associated with a privacy breach, including notification costs, customer support, forensics, crises
management, public relations consulting, legal services of a privacy attorney, credit monitoring, and
identity fraud resolution services for affected individuals.
This coverage may be bundled into one policy or purchased as two separate policies. If coverage is
maintained on a claims-made basis, Contractor/Contractor shall maintain such coverage for an additional
period of three (3) years following termination of the contract.
4. Cyber technology errors and omissions insurance (as applicable). Contractor shall procure and
maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which
shall include the following coverage:
a. Liability arising from the unauthorized release of information for which an entity has the legal obligation
to keep private, such as personally identifiable information (PII) and protected health information(PHI).
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer
systems, including hacker or denial of service attacks.
c. Liability arising from the failure of technology products (software and hardware) required under the
contract for Contractor to properly perform the intended services.
d. Claims alleging the failure of computer security that result in the transmission of malicious code,
deletion, destruction or alteration of data, or the denial of service.
e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain
name infringement or improper deep-linking or framing, and infringement or violation of intellectual
property rights.
f. Liability arising from the rendering, or failure to render, professional services.
g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or
intellectual property rights.
h. Crisis management and other expert services.
If coverage is maintained on a claims-made basis, the Contractor shall maintain such coverage for an
additional three (3) years following termination of the contract.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared
to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its officers, officials, employees, and
volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds
as respects: liability arising out of activities performed by or on behalf of the Contractor; products and
completed operations of the Contractor; premises owned, occupied or used by the Contractor; or
automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no
special limitations on the scope of protection afforded to the City, its officers, official, employees,
agents, or volunteers.
EXHIBIT A
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2. For any claims related to this project, the Contractor's insurance coverage shall be primary
insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall
be excess of the Contractor's insurance and shall not contribute with it.
3. The Contractor's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall
not be suspended, voided, canceled by either party, reduced in coverage or in limits except after
thirty
(30) days' prior written notice by certified mail, return receipt requested, has been given to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of
no less than A:VII.
Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing
maintenance of the required insurance coverage. Original endorsements effecting general liability
and automobile liability coverage required by this clause must also be provided. The endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements
are to be received and approved by the City before work commences.
EXHIBIT A
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SECTION I: PROPOSAL SUBMITTAL FORM - SAMPLE
The undersigned declares that she or he has carefully examined [__________] which is hereby made a
part of this proposal; is thoroughly familiar with its contents; is authorized to represent the proposing
firm; and agrees to perform the specified work for the following cost quoted in full:
BID ITEM:
Total Base Price
Sales tax []
Other
TOTAL $
Delivery of equipment to the City to be within _______ calendar days after contract execution and written
authorization to proceed.
q Certificate of insurance attached; insurance company’s A.M. Best rating: __________________.
Firm Name and Address
Contact Phone
Signature of Authorized Representative
Date
EXHIBIT A
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REFERENCES
Number of years engaged in providing the services included within the scope of the specifications under
the present business name: .
Describe fully the last three contracts performed by your firm that demonstrate your ability to provide
the services included with the scope of the specifications. Attach additional pages if required. The City
reserves the right to contact each of the references listed for additional information regarding your firm's
qualifications.
Reference No. 1:
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
Reference No. 2:
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
EXHIBIT A
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Reference No. 3
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
EXHIBIT A
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STATEMENT OF PAST CONTRACT DISQUALIFICATIONS
The proposer shall state whether it or any of its officers or employees who have a proprietary interest in
it, has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,
state, or local government project because of the violation of law, a safety regulation, or for any other
reason, including but not limited to financial difficulties, project delays, or disputes regarding work or
product quality, and if so to explain the circumstances.
◼ Do you have any disqualification as described in the above paragraph to declare?
Yes q No q
◼ If yes, explain the circumstances.
Executed on at _______________________________________ under penalty of
perjury of the laws of the State of California, that the foregoing is true and correct.
______________________________________
Signature of Authorized Proposer Representative
EXHIBIT A
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EXHIBIT A : FORM OF AGREEMENT
AGREEMENT
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on [day, date, year] by
and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and
[CONTRACTOR'S NAME IN CAPITAL LETTERS], hereinafter referred to as Contractor.
W I T N E S S E T H:
WHEREAS, on [date], City requested proposals for [______________]
WHEREAS, pursuant to said request, Contractor submitted a proposal that was accepted by City
for said project;
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants
hereinafter contained, the parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from the date this Agreement is made and
entered, as first written above, until acceptance or completion of said project.
2. INCORPORATION BY REFERENCE. City RFQ ______ and Contractor's proposal dated
[date] is hereby incorporated in and made a part of this Agreement and attached as Exhibit A. To the
extent that there are any conflicts between the Contractor's fees and scope of work and the City's terms
and conditions, the City's terms and conditions shall prevail, unless specifically agreed otherwise in writing
signed by both parties.
3. CITY'S OBLIGATIONS. For providing the services as specified in this Agreement, City will
pay, and Contractor shall receive therefore compensation [xxxxxxx].
4. CONTRACTOR/CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments
and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City
to do everything required by this Agreement and the said specifications.
5. AMENDMENTS. Any amendment, modification or variation from the terms of this
Agreement shall be in writing and shall be effective only upon approval by the City Manager.
6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically
incorporated herein by reference, shall constitute the complete agreement between the parties hereto.
No oral agreement, understanding or representation not reduced to writing and specifically incorporated
herein shall be of any force or effect, nor shall any such oral agreement, understanding or representation
be binding upon the parties hereto.
EXHIBIT A
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7. NOTICE. All written notices to the parties hereto shall be sent by United States mail,
postage prepaid by registered or certified mail addressed as follows:
City Name
Dept.
Address
Contractor Name
Title
Address
Address
8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that
everyone executing this agreement on behalf of each party is a person duly authorized and empowered
to execute Agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day
and year first above written.
CITY OF SAN LUIS OBISPO:
By:_____________________________________
City Manager
APPROVED AS TO FORM: CONTRACTOR:
________________________________ By: _____________________________________
City Attorney Name of CAO / President
Its: CAO / President
EXHIBIT A
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Standard Terms and Conditions
Insurance Requirements. The Contractor shall provide proof of insurance in the form, coverages and
amounts specified in this request within 10 (ten) calendar days after notice of contract award as a
precondition to contract execution.
Business License & Tax. The Contractor must have a valid City of San Luis Obispo business license & tax
certificate before execution of the contract. Additional information regarding the City's business tax
program may be obtained by calling (805) 781-7134.
Ability to Perform. The Contractor warrants that it possesses, or has arranged through subcontracts, all
capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work
hereunder in compliance with all federal, state, county, City, and special district laws, ordinances, and
regulations.
Laws to be Observed. The Contractor shall keep itself fully informed of and shall observe and comply with
all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and
adopted codes during its performance of the work.
Payment of Taxes. The contract prices shall include full compensation for all taxes that the Contractor is
required to pay.
Permits and Licenses. The Contractor shall procure all permits and licenses, pay all charges and fees, and
give all notices necessary.
Safety Provisions. The Contractor shall conform to the rules and regulations pertaining to safety
established by OSHA and the California Division of Industrial Safety.
Public and Employee Safety. Whenever the Contractor's operations create a condition hazardous to the
public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain
such fences, temporary railings, barricades, lights, signs and other devices and take such other protective
measures as are necessary to prevent accidents or damage or injury to the public and employees.
Preservation of City Property. The Contractor shall provide and install suitable safeguards, approved by
the City, to protect City property from injury or damage. If City property is injured or damaged resulting
from the Contractor's operations, it shall be replaced or restored at the Contractor's expense. The facilities
shall be replaced or restored to a condition as good as when the Contractor began work.
Immigration Act of 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for
the performance of this work that only persons authorized to work in the United State pursuant to the
Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the
performance of the work hereunder.
Contractor Non-Discrimination. In the performance of this work, the Contractor agrees that it will not
engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employmen t
of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of
such persons.
EXHIBIT A
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Work Delays. Should the Contractor be obstructed or delayed in the work required to be done hereunder
by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or
any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal
government restrictions arising out of defense or war programs, then the time of completion may, at the
City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. In
the event that there is insufficient time to grant such extensions prior to the completion date of the
contract, the City may, at the time of acceptance of the work, waive liquidated damages that may have
accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons
for such delay, and making a finding as to the causes of same.
Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and
acceptance by the City of the materials, supplies, equipment, or services provided by the Contractor (Net
30).
Inspection. The Contractor shall furnish City with every reasonable opportunity for City to ascertain that
the services of the Contractor are being performed in accordance with the requirements and intentions
of this contract. All work done, and all materials furnished, if any, shall be subject to the City's inspection
and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its
contract requirements.
Audit. The City shall have the option of inspecting and/or auditing all records and other written materials
used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor.
Interests of Contractor. The Contractor covenants that it presently has no interest, and shall not acquire
any interest—direct, indirect or otherwise—that would conflict in any manner or degree in the
performance of the work hereunder. The Contractor further covenants that, in the performance of this
work, no subcontractor or person having such an interest shall be employed. The Contractor certifies that
no one who has or will have any financial interest in performing this work is an officer or employee of the
City. It is hereby expressly agreed that, in the performance of the work hereunder, the Contractor shall at
all times be deemed an independent contractor and not an agent or employee of the City.
Hold Harmless and Indemnification.
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by law
(including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify,
defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents
("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations,
judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising
out of the Contractor's performance or Contractor's failure to perform its obligations under this
Agreement or out of the operations conducted by Contractor, including the City's active or passive
negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the
City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding arising from Contractor's performance of this Agreement, the Contractor shall provide a
defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of
defense, including reasonable legal fees, incurred in defense of such claims.
(b) Non-design, construction Professional Services: To the extent the Scope of Services involve a
"construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in
place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil
EXHIBIT A
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Code Sections 2782 and 2782.8), Contractor shall indemnify, defend, and hold harmless the City, and its
elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any
and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal
counsels' fees and costs of litigation ("claims"), arising out of the Contractor's performance or Contractor's
failure to perform its obligations under this Agreement or out of the operations conducted by Contractor,
except for such loss or damage arising from the active negligence, sole negligence or willful misconduct
of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding arising from Contractor's performance of this Agreement, the Contractor shall provide a
defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of
defense, including reasonable legal fees, incurred in defense of such claims.
(c) Design Professional Services: In the event Contractor is a "design professional", and the Scope of
Services require Contractor to provide "design professional services" as those phrases are used in Civil
Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent
permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Contractor
shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers
and agents ("City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses
including costs, attorney fees, expert Contractor and expert witness fees arising out of, pertaining to or
relating to, the negligence, recklessness or willful misconduct of Contractor, except to the extent caused
by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or
willful misconduct of any subcontractor employed by Contractor shall be conclusively deemed to be the
negligence, recklessness or willful misconduct of Contractor unless adequately corrected by Contractor.
In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from Contractor's performance of this Agreement, the Contractor shall provide a defense to the
City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including
reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to
Contractor under this paragraph exceed Contractor's proportionate percentage of fault. However,
notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of
defense costs due to bankruptcy or dissolution of the business, Contractor shall meet and confer with
other parties regarding unpaid defense costs.
(d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party
shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section
survives completion of the services or the termination of this contract. The provisions of this Section are
not limited by and do not affect the provisions of this contract relating to insurance.
Contract Assignment. The Contractor shall not assign, transfer, convey or otherwise dispose of the
contract, or its right, title or interest, or its power to execute such a contract to any individual or business
entity of any kind without the previous written consent of the City.
Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason
at any time by giving 30 days written notice to Contractor. Should the City terminate this Agreement for
convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable
restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the
less of a reasonable price for the raw materials, components work in progress and an y finished units on
hand or the price per unit reflected on this Agreement. For termination of any services pursuant to this
Agreement, the City's liability will be the lesser of a reasonable price for the services rendered prior to
termination, or the price for the services reflected on this Agreement. Upon termination notice from the
EXHIBIT A
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City, Contractor must, unless otherwise directed, cease work and follow the City's directions as to work in
progress and finished goods.
Termination. If, during the term of the contract, the City determines that the Contractor is not faithfully
abiding by any term or condition contained herein, the City may notify the Contractor in writing of such
defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time
thereafter in which to perform said work or cure the deficiency.
If the Contractor has not performed the work or cured the deficiency within the ten days specified in the
notice, such shall constitute a breach of the contract and the City may terminate the contract immediately
by written notice to the Contractor to said effect. Thereafter, neither party shall have any further duties,
obligations, responsibilities, or rights under the contract except, however, any and all obli gations of the
Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any
manner waived by the terminations thereof.
In said event, the Contractor shall be entitled to the reasonable value of its services performed from the
beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus
any offset from such payment representing the City's damages from such breach. "Reasonable value"
includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or
completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for
any other work, services or goods performed or provided by the Contractor shall be based solely on the
City's assessment of the value of the work-in-progress in completing the overall work scope.
The City reserves the right to delay any such payment until completion or confirmed abandonment of the
project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting
of costs. In no event, however, shall the Contractor be entitled to receive in excess of the compensation
quoted in its proposal.
EXHIBIT A
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Standard Terms and Conditions
Insurance Requirements. The Contractor shall provide proof of insurance in the form, coverages and
amounts specified in this request within 10 (ten) calendar days after notice of contract award as a
precondition to contract execution.
Business License & Tax. The Contractor must have a valid City of San Luis Obispo business license & tax
certificate before execution of the contract. Additional information regarding the City's business tax
program may be obtained by calling (805) 781-7134.
Ability to Perform. The Contractor warrants that it possesses, or has arranged through subcontracts, all
capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work
hereunder in compliance with all federal, state, county, City, and special district laws, ordinances, and
regulations.
Laws to be Observed. The Contractor shall keep itself fully informed of and shall observe and comply with
all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and
adopted codes during its performance of the work.
Payment of Taxes. The contract prices shall include full compensation for all taxes that the Contractor is
required to pay.
Permits and Licenses. The Contractor shall procure all permits and licenses, pay all charges and fees, and
give all notices necessary.
Safety Provisions. The Contractor shall conform to the rules and regulations pertaining to safety
established by OSHA and the California Division of Industrial Safety.
Public and Employee Safety. Whenever the Contractor's operations create a condition hazardous to the
public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain
such fences, temporary railings, barricades, lights, signs and other devices and take such other protective
measures as are necessary to prevent accidents or damage or injury to the public and employees.
Preservation of City Property. The Contractor shall provide and install suitable safeguards, approved by
the City, to protect City property from injury or damage. If City property is injured or damaged resulting
from the Contractor's operations, it shall be replaced or restored at the Contractor's expense. The facilities
shall be replaced or restored to a condition as good as when the Contractor began work.
Immigration Act of 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for
the performance of this work that only persons authorized to work in the United State pursuant to the
Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the
performance of the work hereunder.
Contractor Non-Discrimination. In the performance of this work, the Contractor agrees that it will not
engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employmen t
of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of
such persons.
EXHIBIT B
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Work Delays. Should the Contractor be obstructed or delayed in the work required to be done hereunder
by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or
any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal
government restrictions arising out of defense or war programs, then the time of completion may, at the
City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. In
the event that there is insufficient time to grant such extensions prior to the completion date of the
contract, the City may, at the time of acceptance of the work, waive liquidated damages that may have
accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons
for such delay, and making a finding as to the causes of same.
Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and
acceptance by the City of the materials, supplies, equipment, or services provided by the Contractor (Net
30).
Inspection. The Contractor shall furnish City with every reasonable opportunity for City to ascertain that
the services of the Contractor are being performed in accordance with the requirements and intentions
of this contract. All work done, and all materials furnished, if any, shall be subject to the City's inspection
and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its
contract requirements.
Audit. The City shall have the option of inspecting and/or auditing all records and other written materials
used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor.
Interests of Contractor. The Contractor covenants that it presently has no interest, and shall not acquire
any interest—direct, indirect or otherwise—that would conflict in any manner or degree in the
performance of the work hereunder. The Contractor further covenants that, in the performance of this
work, no subcontractor or person having such an interest shall be employed. The Contractor certifies that
no one who has or will have any financial interest in performing this work is an officer or employee of the
City. It is hereby expressly agreed that, in the performance of the work hereunder, the Contractor shall at
all times be deemed an independent contractor and not an agent or employee of the City.
Hold Harmless and Indemnification.
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by law
(including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify,
defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents
("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations,
judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising
out of the Contractor's performance or Contractor's failure to perform its obligations under this
Agreement or out of the operations conducted by Contractor, including the City's active or passive
negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the
City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding arising from Contractor's performance of this Agreement, the Contractor shall provide a
defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of
defense, including reasonable legal fees, incurred in defense of such claims.
(b) Non-design, construction Professional Services: To the extent the Scope of Services involve a
"construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in
place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil
EXHIBIT B
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Code Sections 2782 and 2782.8), Contractor shall indemnify, defend, and hold harmless the City, and its
elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any
and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal
counsels' fees and costs of litigation ("claims"), arising out of the Contractor's performance or Contractor's
failure to perform its obligations under this Agreement or out of the operations conducted by Contractor,
except for such loss or damage arising from the active negligence, sole negligence or willful misconduct
of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding arising from Contractor's performance of this Agreement, the Contractor shall provide a
defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of
defense, including reasonable legal fees, incurred in defense of such claims.
(c) Design Professional Services: In the event Contractor is a "design professional", and the Scope of
Services require Contractor to provide "design professional services" as those phrases are used in Civil
Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent
permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Contractor
shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers
and agents ("City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses
including costs, attorney fees, expert Contractor and expert witness fees arising out of, pertaining to or
relating to, the negligence, recklessness or willful misconduct of Contractor, except to the extent caused
by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or
willful misconduct of any subcontractor employed by Contractor shall be conclusively deemed to be the
negligence, recklessness or willful misconduct of Contractor unless adequately corrected by Contractor.
In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from Contractor's performance of this Agreement, the Contractor shall provide a defense to the
City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including
reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to
Contractor under this paragraph exceed Contractor's proportionate percentage of fault. However,
notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of
defense costs due to bankruptcy or dissolution of the business, Contractor shall meet and confer with
other parties regarding unpaid defense costs.
(d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party
shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section
survives completion of the services or the termination of this contract. The provisions of this Section are
not limited by and do not affect the provisions of this contract relating to insurance.
Contract Assignment. The Contractor shall not assign, transfer, convey or otherwise dispose of the
contract, or its right, title or interest, or its power to execute such a contract to any individual or business
entity of any kind without the previous written consent of the City.
Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason
at any time by giving 30 days written notice to Contractor. Should the City terminate this Agreement for
convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable
restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the
less of a reasonable price for the raw materials, components work in progress and an y finished units on
hand or the price per unit reflected on this Agreement. For termination of any services pursuant to this
Agreement, the City's liability will be the lesser of a reasonable price for the services rendered prior to
termination, or the price for the services reflected on this Agreement. Upon termination notice from the
EXHIBIT B
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City, Contractor must, unless otherwise directed, cease work and follow the City's directions as to work in
progress and finished goods.
Termination. If, during the term of the contract, the City determines that the Contractor is not faithfully
abiding by any term or condition contained herein, the City may notify the Contractor in writing of such
defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time
thereafter in which to perform said work or cure the deficiency.
If the Contractor has not performed the work or cured the deficiency within the ten days specified in the
notice, such shall constitute a breach of the contract and the City may terminate the contract immediately
by written notice to the Contractor to said effect. Thereafter, neither party shall have any further duties,
obligations, responsibilities, or rights under the contract except, however, any and all obli gations of the
Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any
manner waived by the terminations thereof.
In said event, the Contractor shall be entitled to the reasonable value of its services performed from the
beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus
any offset from such payment representing the City's damages from such breach. "Reasonable value"
includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or
completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for
any other work, services or goods performed or provided by the Contractor shall be based solely on the
City's assessment of the value of the work-in-progress in completing the overall work scope.
The City reserves the right to delay any such payment until completion or confirmed abandonment of the
project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting
of costs. In no event, however, shall the Contractor be entitled to receive in excess of the compensation
quoted in its proposal.
EXHIBIT B
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INSURANCE REQUIREMENTS
The Contractor shall procure and maintain insurance for the duration of the contract against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the Contractor, its agents, representatives, employees, or
subcontractors.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1.Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2.Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
3.Cyber Security and Privacy Liability (for vendors providing hardware, pre-packaged software or
portal access technology or IT Contractors, systems analysts, website designers, online services and
content providers, cloud-based providers, computer programmers, and software Contractors, system
installation or software personnel.)
4.Cyber Technology Errors and Omissions Insurance (for software as a service for vendors or
Contractors, including colocation (shared hosting centers), cloud services, managed dedicated servers,
programmers, and other IT professionals.)
5.Automobile liability insurance. Contractor if using automobile in the course of its business with
the City shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Contractor arising out of or in
connection with Work to be performed under this AGREEMENT, including coverage for any owned, hired,
non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
Minimum Insurance Requirements. Contractor shall maintain insurance amounts of no less than:
1.General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property
damage. If Commercial General Liability or other form with a general aggregate limit is used, either
the general aggregate limit shall apply separately to this project/location or the general aggregate limit
shall be twice the required occurrence limit ($2,000,000)
2.Employer's Liability: $1,000,000 per accident for bodily injury or disease.
3.Cyber Security and Privacy Liability: Contractor/Contractor shall procure and maintain Cyber
Liability insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which
shall include the following coverage:
a.Liability arising from the theft, dissemination and/or use of confidential or personally identifiable
information; including but not limited to personally identifiable information (PII), protected health
information (PHI), security codes, access codes, passwords, etc.
b.Network security liability arising from the unauthorized use of, access to, or tampering with computer
systems, including hacker or denial of service attacks.
c.Liability arising from introducing a computer virus into or otherwise causing damage to vendor (first -
EXHIBIT C
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party) or customer's (third party) computer, computer system, network, or similarly related property and
the data, software, and programs.
d. Liability arising from professional misconduct or lack of the requisite skill required for performing
services defined in the contract or agreement.
e. Costs associated with restoring, updating, or replacing data.
f. Costs associated with a privacy breach, including notification costs, customer support, forensics, crises
management, public relations consulting, legal services of a privacy attorney, credit monitoring, and
identity fraud resolution services for affected individuals.
This coverage may be bundled into one policy or purchased as two separate policies. If coverage is
maintained on a claims-made basis, Contractor/Contractor shall maintain such coverage for an additional
period of three (3) years following termination of the contract.
4. Cyber technology errors and omissions insurance (as applicable). Contractor shall procure and
maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which
shall include the following coverage:
a. Liability arising from the unauthorized release of information for which an entity has the legal obligation
to keep private, such as personally identifiable information (PII) and protected health information(PHI).
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer
systems, including hacker or denial of service attacks.
c. Liability arising from the failure of technology products (software and hardware) required under the
contract for Contractor to properly perform the intended services.
d. Claims alleging the failure of computer security that result in the transmission of malicious code,
deletion, destruction or alteration of data, or the denial of service.
e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain
name infringement or improper deep-linking or framing, and infringement or violation of intellectual
property rights.
f. Liability arising from the rendering, or failure to render, professional services.
g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or
intellectual property rights.
h. Crisis management and other expert services.
If coverage is maintained on a claims-made basis, the Contractor shall maintain such coverage for an
additional three (3) years following termination of the contract.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared
to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its officers, officials, employees, and
volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds
as respects: liability arising out of activities performed by or on behalf of the Contractor; products and
completed operations of the Contractor; premises owned, occupied or used by the Contractor; or
automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no
special limitations on the scope of protection afforded to the City, its officers, official, employees,
agents, or volunteers.
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2. For any claims related to this project, the Contractor's insurance coverage shall be primary
insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall
be excess of the Contractor's insurance and shall not contribute with it.
3. The Contractor's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall
not be suspended, voided, canceled by either party, reduced in coverage or in limits except after
thirty
(30) days' prior written notice by certified mail, return receipt requested, has been given to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of
no less than A:VII.
Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing
maintenance of the required insurance coverage. Original endorsements effecting general liability
and automobile liability coverage required by this clause must also be provided. The endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements
are to be received and approved by the City before work commences.
EXHIBIT C
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