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HomeMy WebLinkAboutReso 68-2024 (24-322)Short Form Services Agreement [Rev:11/14/2016] 1 SOUTH SAN FRANCISCO SERVICES AGREEMENT This Services Agreement (this ) is made and entered into between the City of South City ) and Beazley Security, LLC (formerly known as Lodestone Security LLC), Consultant April 15, 2024 Effective Date Consultant Parties In consideration of their mutual covenants, the Parties hereby agree as follows: 1. Scope of Services. Consultant shall provide the following services and/or materials : Attack Surface Monitoring and Managed Threat Detection for two years, as more specifically described in the Scope of Services, attached hereto as Exhibit A. The Work shall commence on June 2, 2024 and shall be completed to the satisfaction of the City by June 1, 2026 unless such date is extended or otherwise modified by the City in writing. In the event of a conflict or inconsistency between the text of the main body of this Agreement and Exhibit A, the text of the main body of this Agreement shall prevail. 2. Payment. City shall pay Consultant an amount not to exceed: Two Hundred Sixty-Four Thousand Dollars ($264,000.00) for the Work, to be completed in accordance with the terms and conditions of this Agreement. The calculation of payment for the Work shall be set forth as follows: Beazley Security, LLC. will invoice the City $132,000.00 in May 2024 for Year 1 and $132,000.00 in May 2025 for Year 2. The amount stated above is the entire compensation payable to Consultant for the Work performed hereunder, including all labor, materials, tools and equipment furnished by Consultant. City shall make payments, based on invoices received for the Work to be performed in accordance with the terms and conditions of this Agreement. City shall have thirty (30) days from the receipt of an invoice to pay Consultant. 3. Independent Contractor. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the City and Consultant. At all times Consultant shall be an independent contractor and City shall not control the manner of Consultant accomplishing the Work. Consultant is not authorized to bind the City to any contracts or other obligations without the express written consent of the City. 4. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the City Indemnitees from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, Liability connection with Consultant Consultant Agreement, except such Liability caused by the gross negligence or willful misconduct of the City Indemnitees. 5. Insurance. Prior to beginning the Work and continuing throughout the term of this Agreement, Consultant (and any subcontractors) shall, at Consultant expense, furnish the City with certificates of insurance evidencing that Consultant has obtained and maintains insurance in the following amounts: that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage for Short Form Services Agreement [Rev:11/14/2016] 2 liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the Consultant, its personnel, agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned, if any, and non-owned vehicles. D. Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) . All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to insurance. If the Consultant -insured retention that must be paid by a named insured - insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- Additionally, the certificates of insurance must note whether the policy does or does not include any self- insured retention and also must disclose the deductible. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non- renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. insurance requirements of this section. 6. Compliance with all Applicable Laws; Nondiscrimination. Consultant shall comply with all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement. Consultant shall not discriminate in the provision of service or in the employment of persons engaged in the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. 7. Termination. City may terminate or suspend this Agreement at any time and without cause upon written notification to Consultant. Upon receipt of notice of termination or suspension, Consultant shall immediately stop all work in progress under this Agreement. The City's right of termination shall be in addition to all other remedies available under law to the City. 8. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less where the work hereby contemplates to be performed as determined by the Director of Industrial Relations , et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements Short Form Services Agreement [Rev:11/14/2016] 3 to be considered by the Consultant. (A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. (B) Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 9. Payment of Taxes; Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 . Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor request. 10. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 11. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 12. Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount which may become due to Consultant pursuant to this Agreement. 13. Prevailing Party. In the event that either party to this Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Agreement, the prevailing party in such a proceeding shall be entitled to recover its reaso with that legal action or proceeding. 14. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Short Form Services Agreement [Rev:11/14/2016] 4 Consultant: Beazley Security, LLC 65 Memorial Road (The Rutherford Building) Suite 320 West Hartford, CT 06107 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 15. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. 16. Assignment, Governing Law. The Consultant may not assign any of s approval except that Lodestone may complete the conversion to Beazley Security as announced in February 2024. This Agreement is governed by California law. The jurisdiction for any litigation arising from this Agreement shall be in the state of California, and shall be venued in the County of San Mateo. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above. CITY: CONSULTANT: By: _____________________________ By:__________________________ Sharon Ranals, City Manager Print Name: ___________________ Title: ________________________ APPROVED AS TO FORM: Company: ____________________ ____________________________ City Attorney 2729961.1 5380725.1 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/18/2024 (860) 426-6163 (860) 426-6163 29459 Beazley Security, LLC 320 E. Main St. Lewisville, TX 75057 A 02WEAC2YN5 10/15/2023 10/15/2024 1,000,000N1,000,000 1,000,000 Evidence of Insurance LODESEC-01 MGIORDANO AssuredPartners New England, Inc.One Financial PlazaHartford, CT 06103 Michelle Giordano [email protected] Twin City Fire Insurance X The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 Select Customer Insurance Center Policyholder, please call us at: Agent, please call us at: INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: Agent, please call us at: between 7 A.M. and 7 P.M. CST . The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. THE HARTFORD SELECT CUSTOMER INSURANCE CENTER THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 12 24 06 11 Page 1 of 1 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Form SS 12 11 04 05 T Page Process Date: Policy Effective Date: Policy Expiration Date: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: Named Insured and Mailing Address; Policy Change Effective Date: Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: Agent Name: Code: POLICY CHANGES: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FS 00 H900 00 1016 FailSafe® Page 1 of 2 © 2016, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) WAR, HOSTILE LOSS OR TERRORISM EXCLUSION You and we agree that: Section II - Definitions is changed to add the following: Hostile loss means: 1. confiscation, nationalization, requisition, seizure, destruction of or damage to property of any nature, tangible or intangible, infrastructure or service; 2. interruption or termination of services; or 3. use of military or usurped power or the imposition of martial law by or under the order of any governmental or other authority; terrorist; or military or armed person or group Terrorism means any act against any person, organization or property of any nature, tangible or intangible, infrastructure or service: 1. that involve the following or preparation for the following: a. use or threat of force or violence; or b. commission or threat of a dangerous act; or c. commission or threat of an act that interferes with or disrupts an electronic, communication, information or mechanical system; and 2. when one or both of the following applies: a. the effect is to intimidate or coerce a government or the civilian population or any segment thereof, or to disrupt any segment of the economy; or b. it appears that the intent is to intimidate or coerce a government, or to further political, ideological, religious, social or economic objectives or to express (or express opposition to) a philosophy or ideology. B. The following exclusion is added: Section III - Exclusions, Subsection A is changed to add the following: We will not pay for damages,first party expenses,orclaim expenses or defend any of you for any wrongful act orclaim arising out of or in any way related to any actual or alleged: 1. war, including undeclared or civil war; or 2. warlike action, including action in hindering or defending against an actual, threatened or expected attack, by a military force, any government, sovereign or other authority using military personnel or other agents; or 3. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these; 4.hostile loss,including any action taken in hindering or defending against an actual or expected hostile loss;or 5.terrorism, including any action taken in hindering or defending against an actual, or expected incident of terrorism regardless of any other cause or event that contributes concurrently or in any sequence to the wrongful act or claim. FS 00 H900 00 1016 FailSafe® Page 2 of 2 © 2016, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) However, with respect to terrorism, this exclusion only applies to claims arising from activities: (a) determined by any government body or government official to be an act of terrorism; or (b) that We reasonably believe to be committed on behalf of, in concert with or at the behest of an organization, group, cell or network listed in Executive Order 13224 or any addition thereto or replacement thereof; including an organization, group, cell or network which is added to such order as a result of the act of terrorism. All other terms and conditions remain unchanged.