Cjty Of FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (Saas) AGREEMENT
This AGREEMENT is made at Fairfield, California, as of July 9 , 2020 (the "Effective Date"), by and between the City of Fairfield, a municipal corporation (the "City") and Tablet Command, Inc. ("Service Provider"), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, Service Provider shall provide to the City the services described in Exhibit "A" (the "Scope of Services"), which consists of the following: (a) Exhibit A-1 - Statement of Work, (b) Exhibit A-2 - Service Level Agreement. Service Provider shall provide Services at the time, place, and in the manner specified in Exhibit "A." 2) PAYMENT. City shall pay Service Provider for the services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit "B." The payments specified in Exhibit "B" shall be the only payments to be made to Service Provider for services rendered pursuant to this Agreement. Service Provider shall submit all billings for said services to the City in the manner specified in Exhibit "B." 3) FACILITIES AND EQUIPMENT. Service Provider shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing Services pursuant to this Agreement.
4) COMPLETE AGREEMENT. The provisions set forth in Exhibits "A," "B," "C," and "D" are part of this Agreement. In the event of any inconsistency between the general provisions of Exhibit "C" and any other terms or conditions of this Agreement, the provisions set forth in Exhibit "C" shall control. All provisions in this Agreement control over any provision in Exhibit "A." In the event of a disagreement among the documents comprising Exhibit "A," Exhibit A-1 controls over Exhibit A-2. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit "D" are part of this Agreement. Notwithstanding any other provision to the contrary, in the event of any inconsistency between any other terms or conditions of this Agreement, the requirements set forth in Exhibit "D" shall control. 6) EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.
7) TERM. This Agreement shall commence upon the Effective Date and shall remain in effect for a period of five (5) years following the Effective Date, unless otherwise terminated in accordance with the terms of this Agreement.
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City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
EXECUTED as of the day first above-stated.
1P
Printed: David Gassaway , Acting City Manager
Printed: Van Riviere - President, CEO
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (Saas) AGREEMENT
EXHIBIT "A"
SCOPE OF SERVICES
Services are described more particularly in the following exhibits, which comprise this Exhibit A:
Exhibit A-1 - Statement of Work
Exhibit A-2 - Service Level Agreement
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
Exhibit "A-1"
Statement of Work
1.0 DEFINITIONS: In this Agreement, the following terms have the following meanings, and all other capitalized terms have the meaning given to them elsewhere in this Agreement:
1.01 "Acceptance" means that the City has provided notice to the Service Provider that the Saas applications and services to be provided pursuant to this Agreement meet the specifications and requirements contained herein and are performing without deficiencies. If the City fails to provide such notice, Acceptance will be deemed to have occurred at the end of the Acceptance Period.
1.02 "Acceptance Period" means the thirty {30) day period allocated by City to test the Saas applications and services to determine whether they conform to the applicable specifications and requirements and, if appropriate, properly operate in the defined operating environment, are capable of running on a repetitive basis, and are otherwise in compliance with the service level obligations without failure.
1.03 "Authorized Persons" as used in this document means the Service Provider's employees, contractors, subcontractors or other agents who need to access the City's Personal Data to enable the Service Provider to perform the services required.
1.04 "City Data" as used in this document means all data created or in any way originating with the City, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the City, whether such data or output is stored on the City's hardware, the Service Provider's hardware, or exists in any system owned, maintained or otherwise controlled by the City or by the Service Provider.
1.05 "City Identified Contact" means the person or persons designated in writing by the City to receive security incident or breach notification.
1.06 "Data Breach" as used in this document means the unauthorized access by non-authorized person/s that result in the use, disclosure or theft of the City's unencrypted Personal Data.
1.07 "Follow-the-sun" is a workflow model in which work is passed on to the offices located in different time zones. In this way work is done round-the-clock thereby reducing the support duration and increasing the responsiveness.
1.08 "Individually Identifiable Health Information" as used in this document means information that is a subset of health information, including demographic information collected from an individual, and {1) is created or received by a health care provider, health plan, employer or health care clearinghouse; and (2) relates Rev. 1/17/2017
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to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual.
1.09 "Non-Public Data" means City Data, other than Personal Data, that is not subject to distribution to the public as public information. It is deemed to be sensitive and confidential by the City because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.
1.10 "Personal Data" means City Data that includes information relating to a person that identifies the person by name and has any of the following Personally Identifiable Information: government-issued identification numbers (e.g. Social Security, driver's license, passport); financial account information, including account number, credit or debit card numbers; or Protected Health Information relating to a person.
1.11 "Protected Health Information" is individually identifiable health information transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. Protected Health Information excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer.
1.12 "Personally Identifiable Information" refers to a combination of data elements (e.g. Social Security number, driver's license or other government issued identification number, passport number, financial account number, or credit or debit card number in combination with security codes) that, when linked to the individual's first name or first initial and their last name, and not encrypted or otherwise could lead to the loss, theft or unauthorized use of the individual's personal information.
1.13 "Security Incident" means the potentially unauthorized access by non authorized persons to Personal Data or Non-Public Data that could reasonably result in the use, disclosure or theft of City's unencrypted Personal Data or Non Public Data within the possession or control of a Service Provider. A Security Incident may or may not turn into a Data Breach.
1.14 "Service Level Agreement" (SLA) means the terms and conditions set forth in Exhibit A-3, that are subject to the terms and conditions in this Agreement, and that unless otherwise agreed to include (1) the technical service level performance promises (i.e., metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) security responsibilities and notice requirements, (5) how disputes are discovered and addressed and (6) any remedies for performance failures.
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
1.15 "Service Provider" means Tablet Command, Inc. and its employees, subcontractors, agents and affiliates who are providing the services agreed to under this Agreement.
1.16 "Software-as-a-Service" (SaaS) means the capability provided to the consumer to use the provider's applications running on a cloud infrastructure.
The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web-based email) or a program interface. The consumer does not manage or control the underlying cloud infrastructure , including network, servers, operating systems, storage or even individual application capabilities, with the possible exception of limited user specific application configuration settings.
2.0 DESCRIPTION OF SERVICES
2.1 Scope of Services
Service Provider shall provide City with an application programming interface (API ). City shall direct incident data to the API at
https://api.tabletcommand.com. Service Provider shall work with the City's Information Technology Division to activate the CAD-integrated system, and will launch the API upon completion of integration services and testing. Service Provider shall provide initial user training and orientation, and ongoing customer support.
2.2 Data Ownership
The City will own all right, title and interest in its City Data that is related to the services provided by this Agreement. Service Provider shall not access City user accounts or City Data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this Agreement or (4) at the City's written request. The City acknowledges that, in the course of performing the services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the "Pre-existing Materials") and that the same shall remain the sole and exclusive property of Service Provider.
2.3 Data Protection
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Protection of personal privacy and data shall be an integral part of the business activities of the Service Provider to ensure there is no inappropriate or unauthorized use of City information at any time. To this end, the Service Provider shall safeguard the confidentiality, integrity and availability of City information and comply with the following conditions:
a. The Service Provider shall implement and maintain appropriate administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of personal data and non-public data. Such security measures shall be in accordance with recognized industry practice and not less City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
stringent than the measures the Service Provider applies to its own personal data and non-public data of similar kind.
b. All data obtained by the Service Provider in the performance of this Agreement shall become and remain the property of the City. c. All Personal Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, the Service Provider is responsible for encryption of the Personal Data. Any stipulation of responsibilities will identify specific roles and responsibilities and shall be included in the SLA attached as Exhibit A-3.
d. Unless otherwise stipulated, the Service Provider shall encrypt all Non-Public Data at rest and in transit. The City shall identify data it deems as Non-Public Data to the Service Provider. The level of protection and encryption for all non-public data shall be identified and made a part of this contract.
e. At no time shall any data or processes - that either belong to or are intended for the use of a City or its officers, agents or employees - be copied, disclosed or retained by the Service Provider or any party related to the Service Provider for subsequent use in any transaction that does not include the City.
f. The Service Provider shall not use any information collected in connection with the service issued from this proposal for any purpose other than fulfilling the service.
2.4 Data Location
The Service Provider shall provide its services to the City and its end users solely from data centers in the U.S. Storage of City Data at rest shall be located solely in data centers in the U.S. The Service Provider shall not allow its personnel or contractors to store City Data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The Service Provider shall permit its personnel and contractors to access City Data remotely only as required to provide technical support. The Service Provider may provide technical user support on a 24/7 basis using a Follow-the-Sun model, unless otherwise prohibited in this contract.
2.5 Security Incident
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Service Provider shall inform the City of any Security Incident or Data Breach. a. Incident Response: The Service Provider may need to
communicate with outside parties regarding a Security Incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing Security Incidents with the City should be handled on an urgent as-needed basis, as part of Service Provider communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract.
b. Security Incident Reporting Requirements: The Service Provider shall report a Security Incident to the appropriate City Identified Contact immediately.
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TECHNOLOGY SOF1WARE-AS-A-SERVICE (SaaS) AGREEMENT
c. Breach Reporting Requirements: If the Service Provider has actual knowledge of a confirmed data breach that affects the security of any City content that is subject to applicable data breach notification law, the Service Provider shall (1) promptly notify the appropriate City Identified Contact within 24 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner.
2.6 Breach Responsibilities
This section only applies when a data breach occurs with respect to personal data within the possession or control of the Service Provider. a. The Service Provider, unless stipulated otherwise, shall immediately notify the appropriate City Identified Contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident.
b. The Service Provider, unless stipulated otherwise, shall promptly notify the appropriate City Identified Contact within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is, or reasonably believes that there has been a data breach. The Service Provider shall (1) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary.
c. Unless otherwise stipulated, if a data breach is a direct result of the Service Provider's breach of its contract obligation to encrypt personal data or otherwise prevent its release, the Service Provider shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by state law; (3) a credit monitoring service required by state ( or federal) law; ( 4) a website or a toll-free number and call center for affected individuals required by state law - all not to exceed the average per record per person cost calculated for data breaches in the United States (currently $201 per record/person) in the most recent Cost of Data Breach Study:
Global Analysis published by the Ponemon Institute at the time of the data breach; and (5) complete all corrective actions as reasonable determined by Service Provider based on root cause; all [(1) through (5)] subject to this contract's limitation of liability.
2. 7 Notification of Legal Requests
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The Service Provider shall contact the City upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to the City's data under this contract, or which in any way might reasonably require access to the data of the City. The Service Provider shall not respond City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
to subpoenas, service of process and other legal requests related to the City without first notifying the City, unless prohibited by law from providing such notice.
2.8 Termination and Suspension of Service
a. In the event of a termination of the contract, the Service Provider shall promptly and securely delete all City Data, in all of its forms, in Service Provider's systems or otherwise in its possession or under its control. City Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)-approved methods. Certificates of destruction shall be provided to the City.
b. During any period of service suspension, the Service Provider shall not take any action to intentionally erase any City Data. c. The City shall be entitled to any post-termination assistance generally made available with respect to the services, unless a unique data retrieval arrangement has been established as part of the SLA.
2.9 Background Checks
The Service Provider shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Service Provider shall promote and maintain an awareness of the importance of securing the City's information among the Service Provider's employees and agents.
2.10 Access to Security Logs and Reports
The Service Provider shall provide reports to the City, upon City request, in a format agreed to by both the Service Provider and the City. Reports shall include latency statistics, user access, user access IP address, user access history and security logs for all City files related to this contract.
2.11 Agreement Audit
The Service Provider shall allow the City to audit conformance to the Agreement terms. The City may perform this audit or contract with a third party at its discretion and at the City's expense.
2.12 Data Center Audit
The Service Provider shall perform an independent audit of its data centers at least annually at its expense, and provide a redacted version of the audit report upon request by City. The Service Provider may remove its proprietary information from the redacted version. A Service Organization Control (SOC) 2 audit report or approved equivalent sets the minimum level of a third-party audit.
2.13 Change Control and Advance Notice
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
The Service Provider shall give 5 business days advance notice to the City of any upgrades (e.g., major upgrades, minor upgrades, system changes) that may impact service availability and performance. A major upgrade is a replacement of hardware, software or firmware with a newer or better version in order to bring the system up to date or to improve its characteristics. It usually includes a new version number.
2.14 Non-disclosure and Separation of Duties
The Service Provider shall enforce separation of job duties, require commercially reasonable non-disclosure agreements, and limit staff knowledge of City Data to that which is absolutely necessary to perform job duties.
2.15 Import and Export of Data
Service Provider shall import or export data, either in piecemeal or in its entirety, and provide to it the City upon request.
2.16 Responsibilities and Uptime Guarantee
The City shall be responsible for the acquisition and operation of all hardware, and network support that is physically located on City premises related to the services being provided. The Service Provider shall provide the interface software that will be hosted on City premises and will provide ongoing support for the deployment, configuration, and testing of said software. Additionally, the City shall be responsible for hardware that is located within facilities, including within vehicles, under City's control. The technical and professional activities required for establishing, managing and maintaining the interface are the responsibilities of the Service Provider and will be executed with the supervision and support of City IT staff. Service Provider's services shall be redundant and fault tolerant. The system shall be available 24/7/365 (with agreed-upon maintenance downtime), with an average uptime greater than
99.9%, and provide service to customers as defined in the SLA.
2.17 Subcontractor Disclosure
The Service Provider shall identify all of its strategic business partners related to services provided under this Agreement, including but not limited to all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the Service Provider, and who shall be involved in any application development and/or operations.
2.18 Business Continuity and Disaster Recovery
The Service Provider shall provide a business continuity and disaster recovery plan upon request and ensure that the City's recovery time objective (RTO) of 24 hours is met.
2.19 Compliance with Accessibility Standards
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The Service Provider shall comply with and adhere to Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973.
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2.20 Web Services
The Service Provider shall use Web services exclusively to interface with the City's data in near real time when possible.
2.21 Encryption of Data at Rest
The Service Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless the City approves the storage of personal data on a Service Provider portable device in order to accomplish work as defined in this Statement of Work.
2.22 Initial User Training
a. Upon launch of the API, Service Provider shall provide formal end user training to City users in one of two formats, as agreed to by City and Service Provider: web-based training or on-site direct delivery training.
b. Training shall consist of a general orientation to the Tablet Command user interface and a review of application and device settings. City users shall be trained to the various ways Tablet Command Support can be accessed (telephone, email, email from within the Tablet Command Application).
c. City users shall be exposed to the incident management progression from call dispatch through call conclusion. Specific training is provided in the following areas: (i) acknowledge Apple Push Notification and switch to Overview screen; (ii) review features of overview screen; (iii) review map view and layer access setting; (iv) review access to turn by turn navigation; (v) select "Manage Incident" and switch to Units View; (vi) review selection and use of Templates and Checklists; (vii) review resource management in the Units View; (viii) review detail available in Resource Tiles; (ix) review PAR Timer setting and use; (x) review Map View setting and access to agency map layers; (xi) review strategies to manage resources spatially in Map View; (xii) review the features of Real Time Sync; (xiii) peer-to-peer incident sharing; (xiv) transfer of command; (xv) transfer of command provisions for device failure and/or abandoned device; (xvi) Activity View; (xvii) review Add Notes to Incident; (xviii) review weather URL access; (xix) review export Activity Log/Map; and (xx) review End Incident.
2.23 Post Deployment Support.
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Service Provider shall provide ongoing post deployment support to City users and account administrators, as provided in the SLA.
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Exhibit "A-3"
Service Level Agreement
Uptime
Service Provider provides a guarantee of 99.9% uptime for its API (8.76 Hours downtime per year). However, Service Provider strives for 100% uptime for all services. Since inception, Service Provider has achieved better than 99.99% uptime. Its system is distributed across multiple data centers in multiple availability zones in order to achieve high availability. Fundamentally, even without connectivity or updates from CAD, the application will continue to function and be able to manage incident(s).
Response Time
Service Provider support will acknowledge critical customer requests within 2 hours between the hours of 8:00 am and 5:00 pm Pacific Standard Time (PST) Monday through Sunday. Service Provider will acknowledge requests received outside these hours by 10:00 am PST the following day. Service Provider will acknowledge routine support requests within 2 business days.
Support Requests
Service Provider support can be accessed in the following ways:
• Through the Tablet Command support website : support.tabletcommand.com • Support Request from within the Tablet Command Application • Directly by e-mail: [email protected]
• Telephone support: 877-998-2639
Service Provider shall monitor all interfaces 24/7/365.
Notifications
Service Provider requires that the City provide two notification methods or contacts including email and SMS numbers that can be utilized to report issues related to Tablet Command. These two methods will be used to notify the customer's agency(ies) appropriately . A minimum of one operational contact and one technical contact will be provided by the City.
Service Provider support staff shall be alerted if calls are not received from CAD at intervals custom configured by the Service Provider. When an interruption is detected it will be confirmed and an email message will be sent to City identified contacts. Service Provider will communicate any loss of connection related to the CAD interface provided that the interface provides a heartbeat. Service Provider will provide notification of loss of service within 1 hour between the hours of 8:00 am and 5:00 pm PST. Service Provider will communicate loss of connection outside these hours by 9:00 am PST the following day.
Service Provider will also monitor the interval between updates received from the interface.
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
If updates are interrupted, notification will be made in accordance with the timing outlined above.
Service Provider shall notify Customer in advance of any activities that have the potential to impact service (infrastructure updates, redeployments, etc.) Services Included in Service Level Agreement:
• Guarantee 99.9% uptime for CAD Interface API
• Tablet Command Apple Push Notification Service
• Tablet Command CAD API
• Tablet Command Synchronization API (Not including Real Time Sync) • Web Portal - api.tabletcommand.com
Interface Software
Service Provider strives to build the most reliable interface software possible. Due to the fact that the interface is dependent on a number of variables within the City's infrastructure, Service Provider is unable to assume responsibility for service interruptions at the customer interface level. Service Provider operates robust monitoring and notification services to ensure that changes in the City's interfaces are detected and resolved in the most timely and efficient manner possible.
Monitoring
Service Provider is monitored by third party monitoring service Pingdom. The City can view the status of Tablet Command API at any time at: http://status.tabletcommand.com/ Not covered by Service Level Agreement:
• System wide internet outages including issues such as DNS provider failure, etc. • Internet connectivity of customer interface, or devices. • Network changes affecting Tablet Command interface.
• Scheduled downtime that the customer is notified for
• Real Time Sync is excluded
• TabletCommand.com website is excluded
• Incident notifications as these are dependent upon connectivity of the device and also Apple or Google Push Notification service.
• APN of incidents delivered to Apple . Tablet Command is not responsible for notifications
not being delivered by Apple or due to no or poor data connectivity of the customer's
device.
• Connectivity of the device to the Internet is not included • Mapping is not included as it is dependent on ESRI ArcGIS Online service.
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (Saas) AGREEMENT
City Identified Contacts:
Name Phone E-Mail
Operations John Sturdee 707-249-4809 [email protected] Dispatch Center (24/7) Anneliese Edington 707-428-7015 [email protected] IT Support CAD Manager Peter Perez 707-428- 7541 [email protected] Chief Information Officer Ron Puccinelli 707-428-7582 [email protected] Tablet Command Notification Contacts:
Website Application Support Web Service Telephone
Tablet support.tabletcommand.com Settings> support@tabletcommand .com 877-998-2639 Command App Support
SUDD0rt
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
EXHIBIT "B"
PAYMENT
1. The total cost for Services rendered by Service Provider under this Agreement shall not exceed $29,250.00 for the first year of the Agreement following the Effective Date, consistent with the following:
Desaiption
Tablet Command Enterprise Pro 2 Way
Agency License Annual Subscription
Web console, ongoing support, updates
Tablet Command Enterprise Pro 2 Way
CAD Integration Annual Subscription
Ongoing maintenance, support, updates
Tablet Command Enterprise l'ro 2 Way End User license Annual Subscription
IPad
TC Mobile · iPhone/Androld
End User license Annual Subscription
i to SO users
iPhone/Andro id
Tablet Command End User Training
On site-per day-two sessions per day One ti me cost
Custom Development - Integration to Sun Ridge API
One time cost
Quantity Unit Price Discount Amount USO
1.00 2,500.00 2,500.00
1.00 6,250.00 6,250.00
20.00 675.00 13,500.00
2.00 500.00 1,000.00
3.00 2,000.00 6,000.00
1.00 6,000.00 100.00% 0.00
Subtotal {inc/uries o discount of 6,000.00) 29,250.00
TOTALUSD 29,250.00
2. The City's obligation to pay Service Provider for services under this Agreement shall commence on the date of the City's Acceptance. Service Provider shall issue invoices to annually on the anniversary of the Effective Date. City shall pay Service Provider within 30 days after receipt of Service Provider's invoice.
3. Beginning one (1) year after the Effective Date, Service Provider may, by.written notice delivered to City sixty (60) days in advance, increase the prices for those Services listed above that are provided on an annual subscription basis. Any such price increase shall not exceed 5% in any consecutive twelve (12) month period or Service Provider's then-current retail pricing.
4. City may implement changes to the services listed above at any time throughout the term of this Agreement by providing thirty (30) days written notice to Service Provider. At the time of such change requests, Service Provider will provide to City an itemized quote detailing any credits or additional costs generated by the changes. Credits will be applied to the City's account; additional costs will be invoiced to City. City agrees to pay such amounts within thirty (30) days after receipt of the invoice.
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5. NON-REIMBURSABLE EXPENSES
Service Provider shall be responsible for all costs and expenses incurred by Service Provider, personnel of Service Provider and subcontractors of Service Provider, in connection with this Agreement, including, without limitation, payment of salaries, fringe benefit contributions, payroll taxes, withholding taxes, and other taxes or levies, office overhead expenses, travel expenses, telephone and other telecommunication expenses, and document reproduction expenses.
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
EXHIBIT "C"
GENERAL PROVISIONS
1) INDEPENDENT SERVICE PROVIDER. At all times during the term of this Agreement, Service Provider shall be an independent contractor and shall not be an employee of City. City shall have the right to control Service Provider only insofar as the results of Service Provider's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Service Provider accomplishes services rendered pursuant to this Agreement.
2) LICENSES: PERMITS: ETC. Service Provider represents and warrants to City that Service Provider has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for Service Provider to practice Service Provider's profession. Service Provider represents and warrants to City that Service Provider s_hall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for Service Provider to practice his profession.
3) TIME. Service Provider shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Service Provider's obligations pursuant to this Agreement.
4) SERVICE PROVIDER NOT AN AGENT. Except as City may specify in writing, Service Provider shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Service Provider shall have no authority, express or implied, pursuant to this Agreement, to bind City to any obligation whatsoever. 5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 6) PERSONNEL. Service Provider shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Service Provider to perform services pursuant to this Agreement, Service Provider shall remove any such person immediately upon receiving notice from City of the desire of City for the removal of such person or persons. 7) STANDARD OF PERFORMANCE. Service Provider shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which Service Provider is engaged in the geographical area in which Service Provider practices his profession. All products which Service Provider delivers to City pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in Service Provider's profession. City shall be the sole judge as to whether the product of the Service Provider is satisfactory.
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City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (Saas) AGREEMENT
8) TERMINATION OF AGREEMENT. This Agreement may be terminated at any time by the City at the discretion of the City Manager, or his/her designee, upon thirty (30) days written notification to Service Provider. Service Provider is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice to cease work on the project. Service Provider shall be entitled to no further compensation for work performed after the termination date. All completed and incomplete reports and documents of the Service Provider provided under this Agreement up to the date of receipt of written notice to cease work shall become the property of City. 9) INDEMNIFY AND HOLD HARMLESS. To the fullest extent allowed by law, Service Provider shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, serious errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Service Provider or any person directly or indirectly employed by or acting as agent for Service Provider in the performance of this Agreement, except where resulting from the sole negligence or willful misconduct of the City, its officers, agents, employees or volunteers. It is understood that the duty of Service Provider to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance of insurance certificates and endorsements required under this Agreement does not relieve Service Provider from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages. Service Provider's responsibility for such defense and indemnity shall survive termination or completion of this agreement for the full period of time allowed by law. 10) PROHIBITED INTERESTS. No employee of the City shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the City if this provision is violated.
11) LOCAL EMPLOYMENT POLICY. The City desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County. The City encourages an active affirmative action program on the part of its contractors, sub-contractors, and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.
12) SERVICE PROVIDER NOT A PUBLIC OFFICIAL. Service Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. Service Provider conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the City or any City official, other than normal contract monitoring. In addition, Service Provider possesses no authority with respect to any City decision beyond these conclusions, advice, recommendation, or counsel. 13) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS.
When the City executes an agreement for or makes payment to Service Provider in the amount of $600 (six hundred dollars) or more in any one calendar year, Service Provider Rev. 1/17/2017
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
shall provide the following information to City to comply with Employment Development Department (EDD) reporting requirements:
a) Whether Service Provider is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non profit corporation or other form of organization.
b) If Service Provider is doing business as a sole proprietorship, Service Provider shall provide the full name, address and social security number or federal tax identification number of the sole proprietor.
c) If Service Provider is doing business as other than a sole proprietorship, Service Provider shall provide Service Provider's federal tax identification number. 14) NOTICES. All notices shall be given in writing to the following addresses or other such addresses as the parties may designate by written notice:
To City: City of Fairfield
Attn: Ron Puccinelli
c/o IT Division
1000 Webster Street
Fairfield, California 94533
To Service Provider:
Tablet Command, Inc.
Attn: Van Riviere
President, CEO
8 Fallen Leaf Court
Lafayette, CA 94549
15) GOVERNING LAW AND VENUE. This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of Solano. 16) PROPRIETARY AND CONFIDENTIAL INFORMATION. Service Provider agrees that all of the information it obtains from City constitutes City's confidential property ("Confidential Information") regardless of whether such information is pre-marked as confidential or in any other manner to indicate its confidential nature. Except as expressly authorized herein, Service Provider agrees to hold in confidence and not disclose any Confidential Information. Service Provider further agrees to establish such systems and procedures as may be reasonable to maintain City's Confidential Information. Service Provider's nondisclosure obligation shall not apply to information which Service Provider can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of Service Provider; (c) is rightfully obtained by Service Provider from a third party without breach of any confidentiality obligation; or (d) is required to be disclosed pursuant to the order or requirement of a court, administrative agency, federal law, foreign state law, California state law, applicable regulatory authorities, or other governmental body.
Rev. 1/1712017
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
EXHIBIT "D"
INSURANCE REQUIREMENTS
Service Provider shall procure and maintain for the duration of this Agreement insurance 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 Service Provider, its agents, representatives, or employees.
1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, 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.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 - any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers' Compensation insurance as required by the State of California and Employers' Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease.
2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required. rvf Technology Professional Liability Insurance / Errors and Omissions Liability in L.J the minimum amount of $2,000,000 per occurrence.
□ Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence B
Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity/ Crime I Dishonesty Bond in the minimum amount of$ ____ _ _ □ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
□ ;uilder's Risk / Course of Construction Insurance in the minimum amount of Rev. 1/17/2017
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
3) INSURANCE PROVISIONS
a) 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 Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, technology professional liability, pollution liability, garage keepers liability and builder's risk policies) are to contain, or be endorsed to contain, the following provisions:
Rev. 1/17/2017
i) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations peliormed by or on behalf of the Service Provider; products and completed operations of the Service Provider; premises owned, occupied or used by the Service Provider; and automobiles owned, leased, hired or borrowed by the Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. ii) For any claims related to this project, the Service Provider's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Service Provider's insurance and shall not contribute with it.
iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. iv) The Service Provider'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.
v) 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.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the Service Provider's policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
City OF FAIRFIELD
TECHNOLOGY SOFlWARE-AS-A-SERVICE (SaaS) AGREEMENT
c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. d) VERIFICATION OF COVERAGE. Service Provider shall furnish the City with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to City approval; and submitted electronically through the Exigis insurance system to: [email protected] . All insurance certificates and endorsements are to be received and approved by the City before work commences. At the request of the City, Service Provider shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
e) SUB-CONTRACTORS. Service Provider shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of Service Provider to verify existence of sub-contractor's insurance shall not relieve Service Provider from any claim arising from sub-contractors work on behalf of Service Provider.
Rev. 1/17/2017