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HomeMy WebLinkAboutReso 21-2023 (22-968)Short Form Services Agreement [Rev:11/14/2016] 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 Smartwave Technologies, LLC., (“Consultant”) effective as of January 25, 2023, (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”): installation of Wi-Fi equipment on utility poles in identified low-income areas of the City and two years of maintenance and support, as more specifically described in the Scope of Services, attached hereto as Exhibit A. Equipment pricing is based on the City of Tucson Cooperative Purchasing Agreement attached hereto as Exhibit B. The Work shall commence upon written Notice to Proceed from the City to Consultant that Consultant is authorized to proceed under the terms of the Agreement, in accordance with Section 17. Equipment installation shall be completed to the satisfaction of the City no later than one (1) year from Consultant’s receipt of Notice to Proceed, or by December 31, 2024, whichever date is earlier. Maintenance and support shall begin upon completion of equipment installation and shall be completed to the satisfaction of the City after twenty-four months, or by December 31, 2026, whichever date is earlier, 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 any exhibit attached to this Agreement, the text of the main body of this Agreement shall prevail. 2. Payment. City shall pay Consultant an amount not to exceed: Seven Hundred Nine Thousand Eight Hundred Ninety Three Dollars and Twenty Cents ($709,893.20) for the full and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement. 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. The calculation of payment for the Work shall be set forth as follows: A. Equipment and installation totaling $577,593.20 shall be invoiced monthly for twelve (12) months following Consultant receipt of Notice to Proceed from the City. City shall make payments, based on invoices received, for Work satisfactorily performed. B. Year One maintenance and support shall commence immediately upon completion of equipment installation and shall be invoiced in one lump sum totaling $66,150.00, prior to the performance of such Work. C. Year Two maintenance and support shall commence immediately upon completion of Year One maintenance and support and shall be invoiced in one lump sum totaling $66,150.00, prior to the performance of such Work. City shall make payments, based on invoices received. 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”) Short Form Services Agreement [Rev:11/14/2016] 2 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. 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. 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 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 ins urance 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. 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. Consultant shall comply with additional contract provisions for Non-Federal Entity Contracts Under Federal Awards (2 C.F.R.§ 200.327 et. seq.; Appendix II to Part 200), as applicable, attached hereto as Exhibit D and incorporated herein. Short Form Services Agreement [Rev:11/14/2016] 3 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. In the event of termination or suspension of this Agreement by the City the City shall pay Consultant for all Work satisfactorily performed prior to the date of termination. 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 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 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit C. 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 and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. Short Form Services Agreement [Rev:11/14/2016] 4 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) wh en 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 regi stered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant: Smartwave Technologies, LLC. 2662 Holcomb Bridge Rd., Ste. 340 Alpharetta, GA 30022 Attn: Kevin J Brangers 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 by California law. The jurisdiction for any litigation arising from this Agreement shall be in the state o f California, and shall be venued in the County of San Mateo. 17. Notice to Proceed. Notwithstanding all other terms in this Agreement, or any other document, Consultant’s commencement of any and all Work under this Agreement shall be contingent upon the City’s receipt of Pacific Gas and Electric Company authorization to proceed with the Work as Short Form Services Agreement [Rev:11/14/2016] 5 described in Section 1 above. Consultant shall not commence with any Work, including but not limited to services and purchase of materials, under this Agreement until Consultant receives written authorization from the City to proceed. The City shall not be liable or responsible to Consultant or any third party for any action taken, or Work commenced by Consultant or third party prior to receipt of written authorization from the City. [SIGNATURES ON FOLLOWING PAGE] Short Form Services Agreement [Rev:11/14/2016] 6 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above. CITY: CONSULTANT: By: _____________________________ By:__________________________ Interim City Manager, Sharon Ranals Print Name: Kevin J Brangers____ Title: President/CFO__________ ATTESTED: By: _________________________ City Clerk, Rosa Acosta APPROVED AS TO FORM: ____________________________ City Attorney, Sky Woodruff 5273460.1 EXHIBIT A Project: Community Wireless Broadband - Low Income Zone Tony Barrera City of South San Francisco 329 Miller Avenue So. San Francisco, CA 94080 [email protected] ****PRICES GOOD UNTIL March 31, 2023**** EQUIPMENT/MATERIALS DESCRIPTION PART NUMBER UNIT PRICE PTP and PTMP Materials SmartLink 24GHz Unlicensed PTP Link (Up to 1.4Gbps) - Materials (2 v3000 Radios - C600500C024A)Item 6 2 ea $5,500.00 cnWave V3000 Client Node Antenna Assembly, 44.5dBi (2) (C600500D001A)Part of Item 6 2 ea $0.00 cnWave Precision Mounting Bracket (2) (C000000L125A)Part of Item 6 2 ea $0.00 Gigabit Surge Suppressor (2) (C000000L033A)Part of Item 6 2 ea $0.00 5GHz Unlicensed BSU - Materials (v5000 - C600500A004A)Item 2 22 ea $2,000.00 Universal Pole Mount Bracket for 1“-3” diameter poles (C000000L137A) Part of Item 2 22 ea $0.00 Grounding Cable, 0.6m with M6 ring to M6 ring (C000000L138A)Part of Item 2 22 ea $0.00 Gigabit Surge Suppressor (C000000L033A)Part of Item 2 22 ea $0.00 Linkpower Injector Converts 802.bt to 51V Passive PoE, Output 72W 1.41A (APC1048-BT)Part of Item 2 22 ea $0.00 5GHz Unlicensed SU - Materials (v1000 - C600500C001A)Item 4 16 ea $1,000.00 Universal Wall Mount (C000000L136A)Part of Item 4 16 ea $0.00 Grounding Cable, 0.6m with M6 ring to M6 ring (C000000L138A)Part of Item 4 16 ea $0.00 Gigabit Surge Suppressor (C000000L033A)Part of Item 4 16 ea $0.00 LinkPower APC1048 802.3af to 48V Passive PoE Converter, 2KV Surge, 48V (APC1048V2)Part of Item 4 16 ea $0.00 Ruckus WiFi Materials Ruckus SZ100 and VSCG License Upgrade for 1 AP L09-0001-SG00 Item 20 105 ea $65.00 Ruckus Smartcell Insight Management Software License for 1 AP 909-SCIL-0000 Item 20 105 ea $10.00 Ruckus T750 802.11ax Outdoor Wireless Access Point, 4x4:4 Stream, Omnidirectional Beamflex+ coverage, 2.4GHz and 5GHz concurrent dual band, (1x) 2.5G Ethernet port, (1x) 10/100/1000 Ethernet port, 100-240 Vac, POE in and PSE out 901-T750-US01 105 ea $1,887.00 Mounting Kits for Ruckus T610/T610s 901-0125-0000 Item 20 105 ea $84.00 Switches and Other Installation Materials Managed Hardened Gigabit Ethernet PoE++ Switch - (8) 10/100/1000 PoE++ ports with (2) 100/1000 dual speed SFP slots SISPM1040-582-LRT Item 23 3 ea $1,241.00 48VDC 2.5A Universal AC Power Supply, DIN Rail Mount 25104 Item 23 3 ea $393.00 Outdoor Rated 6-Port Gigabit Managed High Power 802.3bt PoE Switch with 4 PoE Ports and 2 SFP Fiber Gigabit Ports, 90W Per PoE Port, 300W Total LPS3400ATMP-300-T1 Item 23 39 ea $821.00 Outdoor Pole Mounting Kit for Outdoor Switch MMK0001-L Item 23 39 ea $50.00 Photocell Power Tap Continuous On; 120V; Base– Standard 7-pin Twist- lock per ANSI; C136.10; Cord length – 20 ft SW-5771-20-1 Item 23 94 ea $133.00 QUANTITY 12/17/2022 SmartWAVE Technologies LLC 6985 Via Del Oro, #A-1 San Jose, CA 95119 SHEET 1 OF 2 EQUIPMENT/MATERIALS DESCRIPTION PART NUMBER UNIT PRICEQUANTITY Non-penetrating SLED Mount, 8ft Mast, Protective Mat, Blocks, etc SWSLED8FT Item 23 3 ea $360.00 Outdoor grade CAT6 Cabling Materials, Shielded RJ45s, and Ground Wire SWCAT60D Item 23 11 ea $129.00 Outdoor rated POE Surge Protection 100/1000Mbps SWCMJPOE8A Item 23 22 ea $108.00 Manufacturer Support, Network Monitoring/Optimization and Reporting Partner WatchDog Support for vSCG License supporting 1 Ruckus AP - 5 Year S02-0001-1LSG Item 21 105 ea $21.00 Partner WatchDog Support for SmartCell Insight, Single AP - 5 Year 802-SCIL-1L00 Item 21 105 ea $3.00 SmartWave Technical Support - Network Monitoring, Optimization and Reporting and Technician Dispatch - 1 Years ($360/year)Item 13 147 ea $360.00 Professional Services SmartLink 24GHz Unlicensed PTP Link (Up to 1.4Gbps) - Installation Services Item 6 2 ea $4,000.00 5GHz Unlicensed BSU - Installation Services Item 2 22 ea $3,000.00 5GHz Unlicensed SU - Installation Services Item 4 16 ea $1,000.00 Pole Mounted Gateway Mesh Node - Installation Services Item 8 105 ea $1,000.00 Senior RF/Network Engineer Hourly Rate Item 24 82 hrs $135.00 RF/Network Technician Hourly Rate Item 26 63 hrs $75.00 Project Manager Hourly Rate Item 25 15 hrs $110.00 Materials/Equip Lic/Support (1-Year) Professional Services Sales Tax (9.875%) Grand Total Pricing Notes: 1. Taxes are included for hardware items. 2. Payment Terms are Net-30 upon receipt of an invoice. 3. SmartWave will retain ownership of the equipment until payment is made in full. 4. Professional Services incude site survey, design, staging, configuration, installation and testing. 5. Price is based on quantity of radios listed and subject to change upon completion of the design. 6. Price assumes use of SmartWAVE's Cloud Controller. 7. Price assumes Internet/Fiber access available at 3 locations in the coverage area. 8. Price assumes space is available in facilties to install NEMA enclosure to house Fiber Switches. 9. Price assumes all Mesh Node and Wireless Gateway Mesh Node locations can be powered via Photocell at Street Light locations. 10. Price assumes all street lights and traffic signals in coverage area are accessible for equipment installation. 11. Price assumes all street lights have 24/7 power and 3-prong or 7-pin removable photocell adapter. 12. Price does not include Permits, Traffic Control Plans, Structural Analysis, Circuit Tracing, Electrical or Conduit work. 13. Price is based on coverage to the front door of household locations in the target area, based on street light assets available. 14. Price assumes access to all City assets in the coverage area. 15. Price assumes standard working hours of 8am-5pm, M-F. 16. Price for Core Network Infrastructure (Firewall, DHCP Services, Router, etc) is quoted separately. 17. Price includes 1 Year of post installation support to include network monitoring, optimization, revision level upgrades and technician dispatch. 18. Price is based on Tucson Cooperative Agreement #120558. 33,780.20$ 643,743.20$ PRICING SUMMARY 342,078.00$ 55,440.00$ 212,445.00$ 12/17/2022 SmartWAVE Technologies LLC 6985 Via Del Oro, #A-1 San Jose, CA 95119 SHEET 2 OF 2 Project: CWB Annual Support and Maintenance Renewals Tony Barrera City of South San Francisco 329 Miller Avenue So. San Francisco, CA 94080 [email protected] ****PRICES GOOD FOR 30 DAYS FROM PROPOSAL DATE**** MATERIAL / EQUIPMENT DESCRIPTION MANF. PART #QUANTITY UNIT PRICE Wireless Equipment Community Wireless Broadband Wi-Fi Project - SmartWAVE outdoor PTP Support Services - Virtual Controller Hosting, SCI Analytics Monitoriting, PRTG, Optimization, Support and Truck Roll - 1 YR (01/01/2024 thru 12/31/2024)SWSPPTOD-PTP 42 ea $450.00 Community Wireless Broadband Wi-Fi Project - SmartWAVE outdoor AP Support Services - Virtual Controller Hosting, SCI Analytics Monitoriting, PRTG, Optimization, Support and Truck Roll - 1 YR (01/01/2024 thru 12/31/2024)SWSPPTOD-AP 105 ea $450.00 PRICING Materials/Equip $66,150.00 Professional Svcs $0.00 Tax (Not Incl)$0.00 GRAND TOTAL $66,150.00 Pricing Notes: 1. Taxes are not applicable. 2. Payment Terms are Net-30 upon received invoice. 3. Unless noted above, all support renews on TBD and will be extended through TBD 4. Price includes use of SmartWave Cloud Services, AP license support and full SCI reporting 5. Price includes SmartWave Engineering Support which covers all software updates. 6. Price includes PRTG monitoring, remote trouble shooting and truck rolls 7. Support does not cover replacement or relocating of any equipmnet 8. Outdoor support has been reduced from standard rate of $540 per AP to $450 per AP (includes SmartWAVE Cloud and SCI hosting services) 9. If Applicable, Indoor support has been reduced from standard rate of $240 per AP to $185 per AP (includes SmartWAVE Cloud and SCI hosting services) 10. Smartwave Hosted Cloud Support has been reduced from standard rate of $150 per AP and included in the overall support cost 11/23/2022 SmartWAVE Technologies 2662 Holcomb Bridge Rd, Ste 340 Alpharetta, GA 30022 Page 1 CITY OF TUCSON COOPERATIVE PURCHASING AGREEMENT This Agreement entered into this 11th day of January, 2023 between the City of Tucson hereinafter called the "City" and City of South San Francisco, a public procurement unit, hereinafter called "eligible procurement unit," to permit the eligible procurement unit to purchase materials and services from vendors at the prices and terms contained in contracts between the City of Tucson and those vendors. Any eli gible procurement unit may enter into an Agreement with the City of Tucson Department of Procurement for the purpose of utilizing their respective cooperative contracts. (Arizona Revised Statutes Section 41-2632). In consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result thereof, the parties agree as follows: 1.The City shall make available certain contracts to the eligible procurement units. 2.For those contracts awarded by the City, specifications for the materials and services will be determined by the City of Tucson Department of Procurement. 3.City procurement processes shall be conducted in accordance with the City's Charter (Chapter 28), the City Procurement Code and City Department of Procurement administrative policies and procedures. The eligible procurement unit will insure that its own legal requirements are met and shall be responsible for any additional actions that may be necessary to meet those requirements. 4.The City may invite an eligible procurement unit to participate in any solicitation. 5.The eligible procurement unit shall: a.Insure that purchase orders issued against eligible City contracts are in accordance with the terms and prices established in the City contract. b.Make timely payments to the vendor for all materials and services received in accordance with the terms and conditions of the City contract. Payment for materials or services and inspection and acceptance of materials or services ordered by the eligible procurement unit shall be the exclusive obligation of such unit. c.Not use a City contract as a method for obtaining additional concessions or reduced prices for contracted materials or services. The eligible procurement unit shall not advertise or market City contracts wit hout the City’s prior written consent. d.Be responsible for ordering materials or services under this agreement. The City shall not be liable in any fashion for any violation by eligible procurement unit of this agreement, and the eligible procurement unit shall be responsible for any liability which may arise from action or inaction of the eligible procurement unit relating to this agreement or its subject matter. 6. The exercise of any rights or remedies by the eligible procurement unit shall be the exclusive obligation of such unit; however, the City, as the contract administrator and without subjecting itself to any liability, may join in the resolution of any controversy should it so desire. 7. The City may terminate this Agreement if the eligible procurement unit fails to comply with the terms of a City contract. 8.This Agreement shall take effect upon execution by the parties and shall continue until it is terminated in accordance with its terms. This Agreement supersedes any and all previous cooperative purchase agreements. Exhibit B 2 9. Either party may terminate this Agreement with at least thirty - (30) days written notice to the other party. 10. Failure of the eligible procurement unit to secure performance from the contractor in accordance with the terms and conditions of its purchase order does not necessarily require the City to exercise its own rights or remedies. 11. This Agreement may be cancelled pursuant to the provisions of A.R.S. 38-511. 12. This Agreement is exempt from the provisions of A.R.S. 11-952, Subsections D and F under provision of A.R.S. 41-2632. 13. The City and the eligible procurement unit agree not to discriminate against any employee or applicant for employment in violation of the terms of Federal Executive Order 11246 and State Executive Order No. 99-4, A.R.S. 41-1461 et. seq. 14. Appropriate action by ordinance, resolution or otherwise pursuant to the laws applicable to the eligible procurement unit shall be necessary before this agreement becomes effective. IN WITNESS WHEREOF, the parties of this Agreement have caused their names to be affixed hereto by their proper officers on the dates indicated. ELIGIBLE PROCUREMENT UNIT CONTACT INFORMATION: Tony Barrera/IT Director 400 Grand Avenue, SSF, CA 94080 Name/Title Address 650-829-3915 [email protected] Phone # Email Address: AUTHORIZED AUTHORITY FOR THE ELIGIBLE PROCUREMENT UNIT: FOR THE CITY OF TUCSON: ______________________________________ _____________________________________ Signature Signature ______________________________________ ____________________________________ Printed Name Printed Name ______________________________________ ____________________________________ Title Title Dated this ___ day of ___________, 2023 Dated this ___ day of ______________ , 20 APPROVED AS TO FORM: _______________________________________ Attorney for Eligible Procurement Unit Dated this ___ day of ______________ , 20 Form approved this 9th day of January, 2009, for the City of Tucson. (Form with origina l signature of approval is on file in the City Clerk’s Office.) David L. Deibel David L. Deibel, Principal Assistant City Attorney Sharon Ranals Interim City Manager EXHIBIT D Contract Provisions for Non-Federal Entity Contracts Under Federal Awards Consultant agrees to comply with the following Federal laws, regulations, and procedures, as applicable, and shall include the following in any subcontract or subagreement executed for the purposes of performing work under this Agreement, as applicable: (1) Debarment and Suspension Certification. a. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant or any person associated therewith in the capacity of owner, partner, director, officer or manager: i. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; ii. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; iii. Does not have a proposed debarment pending; and iv. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official v. misconduct within the past three (3) years. b. Any exceptions to this certification must be disclosed to City. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. c. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal Highway Administration. (2) Prohibitions of Expending Local Agency, State, or Federal Funds for Lobbying. a. The Consultant certifies, to the best of his or her knowledge and belief, that: i. No State, Federal, or City appropriated funds have been paid or will be paid, by or on behalf of the Consultant, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this Agreement, or with the extension, continuation, renewal, amendment, or modification of this Agreement. ii. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Agreement, the Consultant shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. b. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure. c. The Consultant also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly. (3) Additional Standards. Where applicable for qualifying construction projects (41 CFR Part 60-1.3) , Consultant shall comply with all federal labor standards: a. Davis-Bacon and Related Acts (DBRA) (40 U.S.C. 3141-3148); b. Contract Work Hours and Safety Standards Act (CWHSSA)(40 U.S.C. 3701-3708); c. Copeland (Anti-Kickback) Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”).; d. Equal Employment Opportunity requirements in accordance with Executive Order 11246. e. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended – contracts and subcontracts of amounts in excess of $150,000 shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). 5230367.1 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: 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 COMPENSATION AND 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 1/4/2023 (404) 377-7774 (404) 377-8517 36137 SmartWave Technologies, LLC Albert Brown 2662 Holcomb Bridge Rd, Suite 340 Alpharetta, GA 30022 A 1,000,000 X X ZPP-71N03097-22-I5 8/27/2022 8/27/2023 300,000 10,000 1,000,000 2,000,000 2,000,000 General Aggregate CRIME ERISA 70,000 1,000,000A X X BA3-N063694-22 8/27/2022 8/27/2023 Comp/Coll 1,000 5,000,000A CUP-8L487102-22 8/27/2022 8/27/2023 5,000,000 10,000 A X UB7J156128-22 8/27/2022 8/27/2023 1,000,000 1,000,000 1,000,000 A Cyber Liability ZPL-61N43417-22 8/27/2022 E&O/Cyber/Prof Liab 2,000,000 A Property ZPP-71N03097-22-I5 8/27/2022 8/27/2023 Bus PP 135,000 City of South San Francisco its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Vendor on a primary and non-contributory basis. A Waiver of Subrogation applies to General Liability and Auto Liability and Workers Compensation applies. A 30-day notice of cancellation or change in coverage applies. City of South San Francisco 329 Miller Avenue South San Francisco, CA 94080 SMARTEC-01 HUGNA1 Townley Kenton, Inc 125 Clairemont Ave. Ste 520 Decatur, GA 30030 [email protected] TravelersCommercial Insurance X 8/27/2023 X X X X X X X X X