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HomeMy WebLinkAboutReso 106-2024 (24-477) Short Form Services Agreement [Rev:04/01/2024] 1 SOUTH SAN FRANCISCO SERVICES AGREEMENT This Services Agreement (this “Agreement”) is made and entered into between the City of South San Francisco, a municipal corporation (“City”) and CentralSquare Technologies, LLC. (“Consultant”) effective as of April 10, 2024, (the “Effective Date”). City and Consultant are hereinafter collectively referred to as (the “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 (“the Work”): Three-year subscription for maintenance and support of CentralSquare Community Development Software, as more specifically described in the Scope of Services, attached hereto as Exhibit A. The Work shall commence on July 1, 2024, and shall be completed to the satisfaction of the City by June 30, 2027, 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. Consultant shall comply with all applicable federal, state and other laws regarding system connection and security, and shall comply with Consultant’s Access Management Policy attached hereto and incorporated herein as Exhibit B, including utilizing BeyondTrust or SecureLink as the only approved methodology of connection and remote access to City systems. 2. Payment. City shall pay Consultant an amount not to exceed: Two Hundred Forty-Six Thousand Eight Hundred Fifty-Three and Thirty-Nine Cents ($246,853.39) for the full and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement. The calculation of payment for the Work shall be set forth as follows: The City shall be invoiced 78,304.05 in June 2024 for Year 1, $82,219.07 in June 2025 for Year 2 and $86,330.27 in June 2026 for Year 3, attached hereto and incorporated herein as Exhibit A. 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 Work satisfactorily performed. 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, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Work or Consultant’s failure to comply with this 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’s (or subcontractor’s) sole cost and expense, furnish the City with certificates of insurance evidencing that Consultant has obtained and maintains insurance in the following amounts: A. Workers’ Compensation that satisfies the minimum statutory limits. Short Form Services Agreement [Rev:04/01/2024] 2 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 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 and non-owned vehicles. D. Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. E. Cybersecurity/Liability Insurance coverage in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence / aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electron information, extortion and network security. The policy shall provide coverage for liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology services, as follows: i. Violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended; ii. Data theft, damage, unauthorized disclosure, destructions, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential City information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems; iii. Loss or denial of service; and iv. The policy shall not contain a cyber terrorism exclusion. The cybersecurity/liability insurance coverage required in this subsection (E) must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs, including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services. All insurance policies required under this Section 5 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 Consultant’s insurance. If the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-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-insured retention required to be paid as a precondition to the insurer’s liability. 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 Short Form Services Agreement [Rev:04/01/2024] 3 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. The City’s Risk Manager may waive or modify any of the 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 thirty (30) days 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 than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, 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 to be considered by the Consultant. (A) Posting of Schedule of Prevailing Wage Rates and Deductions. If applicable under this Section 8, and 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. If applicable under this Section 8, 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 (“Form 590”), as may be amended and such Form 590 shall be attached hereto. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, Short Form Services Agreement [Rev:04/01/2024] 4 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 and shall submit written documentation of compliance with Consultant’s withholding duty to City upon 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 reasonable attorney’s fees associated 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: Consultant: CentralSquare Technologies, LLC. 1000 Business Center Drive Lake Mary, FL 32746 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 Consultant’s obligations under this Agreement without the City’s prior written approval. This Agreement is governed Short Form Services Agreement [Rev:04/01/2024] 5 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: ___________________ Attest: Title: _______________________ ________________________________ City Clerk Company: ____________________ APPROVED AS TO FORM: Date: _______________________ ____________________________ City Attorney 2729961.1 MORE INFORMATION AT CENTRALSQUARE.COM Renewal Order prepared by: Shanteal Marcks [email protected] Thank you for your continued business. We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information about all of our products can be found at www.centralsquare.com. WHAT SOFTWARE IS INCLUDED? _____ PRODUCT NAME QUANTITY TOTAL 1.Community Development Premise Enterprise 60 74,475.60 USD 2.Fusion Subscription Premise 1 3,828.45 USD Renewal Order Total:78,304.05 USD Billing Information This is not an invoice. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the Ship To location provided by the Customer on the Renewal Order Form. Please note that the Total Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Total Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Total Price displayed above. Renewal Order #:Q-169950 Start Date:July 1, 2024 End Date: June 30, 2025 Billing Frequency: Yearly Subsidiary:Superion, LLC Renewal Order prepared for: Joanna Dawson,Finance City of South San Francisco 400 Grand Avenue South San Francisco, CA 94083 650-877-8505 Exhibit A Year 1 Budget Report - South San Francisco, CA As of 2024-03-28 20:24:43 Eastern Standard Time/EST • Generated by Shanteal Marcks Product Name Quantity 7/1/24 - 6/30/25 7/1/25 - 6/30/26 7/1/26 - 6/30/27 Fusion Subscription Premise Annual Subscription Fee Premise 1 USD 3,828.45 USD 4,019.87 USD 4,220.87 Community Development: Advanced Premise Annual Subscription Fee 60 USD 74,475.60 USD 78,199.20 USD 82,109.40 Total USD 78,304.05 USD 82,219.07 USD 86,330.27 3 Years Per Year Cost Exhibit B CentralSquare Access Management Policy In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies (“CentralSquare”) requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the Federal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two-factor authentication Federal Information Processing Standard Publication (“FIPS”) 140-2 validated cryptographic modules and AES encryption in 256-bit strengths. BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare. BeyondTrust The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com. Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare’s support team will arrange a BeyondTrust session to establish the jump Customer. The jump Customer resides on the agency side on the installed device, where an agency administrator can manage. Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump Customer is provided below: Should an agency require support from CentralSquare, a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency’s system and/or environment, the CentralSquare representative would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer. The CentralSquare representative would then be admitted to the agency’s system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance. Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer. Securelink Similar to BeyondTrust’s escorted session, Securelink may be utilized via “quick connect”. To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device. Similar to the jump Customer methodology, SecureLink may also be utilized via “gatekeeper”. The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper. Summation BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer’s network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions. 08/31/2024 10,000 X 19038 2,000,000 AIG Specialty Insurance Company 25615 01-424-27-66 10,000,000 A X C 5,000,000 08/31/2024 X Travelers Property Casualty Company Of America E&O/Cyber 08/31/2023 CN130114897-EO/C-GAWU-23-24 1,000,000 25623 08/31/2024 ATL-005306340-11 08/31/2023 2,000,000 06/11/2024 3 1,000,000 1,000,000 SIR 1,000,000 1,000,000 B 08/31/2024 08/31/2023 08/31/2023 X 25674 BA-6S783539-23-I3-G Limit 10,000 UB-6S783668-23-I3-G X CUP-6S801390-23-I3 1,000,000 City of South San Francisco, Its officers, employees agents and volunteersincluded as additional insured where required by written contract with respect to General and Auto Liability. Travelers Casualty And Surety Company Superion, LLC CentralSquare Technologies, LLC 1000 Business Center Dr. TriTech Software Systems Lake Mary, FL 32746 1,000,000 The Charter Oak Fire Insurance Co. X TWO ALLIANCE CENTER MARSH USA, LLC. ATLANTA, GA 30326 3560 LENOX ROAD, SUITE 2400 H-630-6S758660-COF-23 Phoenix Insurance Company N South San Francisco, CA 94083 City of South San Francisco 400 Grand Avenue 08/31/2023 D 26883 1,000,000X X X X E 10,000,000 08/31/2024 X MARSH USA, LLC. Limit: $5M x $5M Expiration Date: 08/31/2024 Carrier: Indian Harbor Insurance Company Effective Date: 08/31/2023 Policy Number: MTE9043949 02 Lake Mary,FL 32746 Excess E&O/Cyber: Superion, LLC CentralSquare Technologies, LLC TriTech Software Systems 1000 Business Center Dr.