July 26, 2022
Department
DATE: July 26, 2022
TO: Mayor Butt and Members of the City Council
FROM: Mayor Tom Butt
Subject: Vacant Seats on Richmond Boards, Commissions, and Committees
FINANCIAL IMPACT: There is no financial impact related to this item.
PREVIOUS COUNCIL
ACTION:
None
STATEMENT OF THE
ISSUE:
Several of Richmond’s boards, commissions and
committees have vacant seats. Residents that are
interested in serving on a board, commission, or
committee are invited to submit their applications to the Richmond City Clerk.
RECOMMENDED ACTION: ANNOUNCE current vacancies on the City of Richmond boards, commissions, and committees and ask that
interested individuals send applications to the City Clerk’s Office - Office of the Mayor (Mayor Tom Butt 510-620-
6502).
DOCUMENTS ATTACHED:
Attachment 1 – Vacancy Report
AGENDA
REPORT
City of Richmond, Boards, Commissions, and Committee Vacancies As of July 20, 2022
BOARD/COMMISSION YEARS PER TERM
LIMIT OF
CONSECUTIVE
TERMS
# OF SERVING
COMMISSIONERS
# OF
VACANCIES
TOTAL # OF
SEATS
Art and Culture
Commission 4 2 6 9 15
Commission on Aging 4 N/A 10 3 13
Community Police
Review Commission 3 3 8 1 9
C.C Mosquito & Vector 2 1 0 1
Design Review Board 2 4 6 1 7
Dept. of Children and
Youth Oversight Board* 1,2 N/A 11 4 15
ECIA Grant Review
Committee 2 3 2 5
ECIA Transportation
Oversight Committee 3 3 2 3 5
Economic Development
Commission 3 3 13 2 15
Housing Advisory
Commission 2 N/A 6 1 7
Human Rights/Human
Relations Commission 3 3 8 1 9
Library Commission 3 2 4 1 5
Oak. Airport Comm.
Noise Forum 2 N/A 1 1 2
Personnel Board** 5 N/A 4 1 5
Planning Commission 2 4 6 1 7
Recreation and Parks
Commission 3 3 7 2 9
Re-Imaging Public Safety
Community Taskforce 17 4 21
Shimada Commission 3 3 10 1 11
Urban Forest Advisory
Committee 3 3 7 4 11
Workforce Development
Board*** 4 N/A 22 17 39
Youth Council 1 N/A 4 7 11
Zhoushan Commission 2 9 2 11
*Dept. of Children and Youth Oversight Board: One vacancy for eligible candidate between the ages of 15- 24 **Personnel Board: One vacancy is appointed by the mayor and one vacancy is elected as a general employees representative.
***Workforce Development Board: The composition of this board is to be composed of (20) local business representatives, (10) representatives of each of the "One-Stop" Partners; (9) representatives of education
July 26, 2022
Mayor's Office
DATE: July 26, 2022
TO: Mayor Butt and Members of the City Council
FROM: Mayor Tom Butt
Subject: Appointment(s) to update the Planning Commission FINANCIAL IMPACT: There are no financial impacts related to this item.
PREVIOUS COUNCIL
ACTION:
None
STATEMENT OF THE
ISSUE:
Actions are required to update, and make current, the
appointment roster of the Planning Commission. There
are seven seats on this board of which 1 are vacant.
RECOMMENDED ACTION: APPROVE an appointment(s) to the Planning Commission: APPOINT Jonathan Harrison, reappointment, seat #1, term expiration date June 30, 2024; Bruce Brubaker, re-appointment, seat #4, term
expiration date June 30, 2024; Masoomeh Sharifi
Soofiani, re-appointment, seat #6, term expiration date June 30, 2024; Alpa Agarwal, re-appointment, seat #7,
term expiration date June 30, 2024 - Office of the Mayor (Mayor Tom Butt 510-620-6503).
AGENDA
REPORT
July 26, 2022
DISCUSSION:
Jonathan Harrison is being re-appointed to seat #1 for his second term on the Planning Commission. Mr. Harrison is a longtime Richmond resident who retired from ESRI. His term will expire on June 30, 2024.
Bruce Brubaker is being re-appointed to seat #4 for his second term on the Planning Commission. Mr. Brubaker is a longtime Richmond resident who is employed with PlaceWorks as an Architect and Planner. His term will expire on June 30, 2024.
Masoomeh Sharifi Soofiani is being re-appointed to seat #6 for her second term on the Planning Commission. Ms. Soofiani is a Richmond resident who is employed with Van Meter Williams Pollack as an Urban Designer. Her term will expire on June 30, 2024.
Alpa Agarwal is being re-appointed to seat #7 for her first term on the Planning Commission. Ms. Agarwal is a Richmond resident who is employed with TravelMyHeart Inc. as a software developer. Her term will expire on June 30, 2024.
DOCUMENTS ATTACHED:
Redacted application for Jonathan Harrison
Redacted application for Bruce Brubaker
Redacted application for Masoomeh Sharifi Soofiani
Redacted application for Alpa Agarwal
July 26, 2022
Police Department
DATE: July 26, 2022
TO: Mayor Butt and Members of the City Council
FROM: Louie Tirona, Acting Chief of Police
Subject: Five-Year Contract with NEOGOV to Provide Police Department Services.
FINANCIAL IMPACT: The total five-year contract amount of $100,000 includes an approximate $8,000 contingency. $17,450 is
estimated for the first year of the contract and is included in the approved Police Department budget for fiscal year 2022-2023. Subsequent fiscal years will be budgeted for appropriately (01191021-400209).
PREVIOUS COUNCIL
ACTION:
November 13, 2012 – a 3-year, $22,702.30 contract with
PowerDMS (now a subsidiary of NeoGov) went to City
Council, but since then, the annual contract amount has been under $10k per fiscal year and approved via a short form contract.
STATEMENT OF THE
ISSUE:
The Police Department is seeking approval for a five-year contract with NEOGOV to provide automated Customer
Notification (subscription) and informational services for citizens and to provide Online Training and Policy
Management for Police Department's Personnel and
Training Unit.
AGENDA
REPORT
July 26, 2022
RECOMMENDED ACTION: APPROVE a five-year, sole source contract with NEOGOV to provide automated Customer Notification
(subscription) and informational services for citizens, and to provide Online Training and Policy Management for
the Police Department's Personnel and Training Unit, in an amount not to exceed $100,000, with a term from July 1, 2022 through June 30, 2027 – Police Department
(Louie Tirona 621-1802).
DISCUSSION:
Starting in 2012, the City contracted with PowerDMS to provide police policy management software services. PowerDMS stores and keeps the data on their servers reducing the data storage required by PD servers. The services make it easy to track required officer training and testing. Continuing the use of PowerDMS services will allow City staff to review data going back to the inception date of the original contract, build upon the data already saved, and access historical data for tracking and compliance audits. In December 2020, PowerDMS was purchased by NEOGOV.
Following best practices set forth by Purchasing, the police department issued a Request for Proposals (RFP) in November of 2021 to seek bids regarding community surveys and notification services. Of the 509 notified vendors, two (2) vendors responded with bids - SpidrTech and Cuehit. Using a rating matrix, Cuehit scored a total of 265 points compared to SpidrTech’s 230 points. During the review process, the police department found that Cuehit is able to provide the same services (e.g., community survey and notification services) that we had received up until June 30, 2022, but with an estimated $170,000 cost savings over the five-year contract term.
After choosing Cuehit, Cuehit was acquired by NEOGOV. Since NEOGOV also purchased PowerDMS, we can now contract with NEOGOV for both services and consolidate the two contracts into one.
DOCUMENTS ATTACHED:
Attachment 1 – NEOGOV Standard Contract
Attachment 2 – PowerDMS Pricing
Attachment 3 – CueHit Pricing
Attachment 4 – Sole Source Justication_PowerDMS
Attachment 5 – RFP Package_CueHit
Attachment 6 – Certificate of Insurance
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed
the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
By:
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
By: Title:
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell,
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue
General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to
General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and 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, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete
General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated
General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and
General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view
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toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
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City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
For the Contract between the City of
Richmond and
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
Standard Contract Section 7 is amended to add: "In addition, the Neogov Services Agreement, attached hereto as Exhibit G, is incorporated into and made a part of this Contract."
accordance with the Agreement.”
Exhibit D, Section 13 is deleted
Exhibit D, Section 15 is deleted
Exhibit D, Section 20 is amended by deleting the last paragraph of such section and adding the following:
"For purposes of this section, subcontractors are those specifically hired to provide to the Contractor some or all of the Services that are the subject of this Contract and who will have access to City personal data, and does not include the general provision of services or utilities which are also provided to Contractor’s other customers as well as City.
Notwithstanding the foregoing, Contractor may assign its rights and obligations under the Agreement, in whole or in part, to a parent or Affiliate or in the event of a merger, sale of a business unit, or majority stock ownership. Such assignment will be effective without the consent of the City, provided that the party assuming obligations agrees to do so in writing and has adequate resources to meet its obligations hereunder. "
Exhibit D, Section 23 is deleted and replaced with: "In case of any conflict between the General Conditions and any attachments or incorporated references, the terms of the Neogov Services Agreement attached hereto as Exhibit G shall prevail, followed by the Special Conditions as set forth in Exhibit E, and thereafter followed by these General Conditions."
Exhibit D, Section 28 is deleted
Exhibit D, Section 36 is amended by deleting the following: "and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor" Exhibit D, Section 39 is deleted
For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
1 EXHIBIT G
SERVICES AGREEMENT
V032122
You agree that by placing an order through a NEOGOV standard ordering document entitled an “Order Form”, “Service Order,” or “SOW” (each, an “Order Form” for purposes of this Agreement) you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV” and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, or subscriber identified in the Order Form).
If you are placing an order on behalf of a legal entity, you represent that you have the authority to bind such entity to the terms and conditions of the Order Form and these terms and, in such event, “you” and “your” as used in these agreement terms shall refer to such entity. “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement (the “Services Agreement” or the “Agreement”), documents incorporated herein including the applicable Order Form, Exhibits, Schedule(s), and Special Conditions (if any). “Special Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.
1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form (collectively referred to as the “Services”). Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the date of your signature on an applicable Order Form or use of the Services commences (the “Effective Date”). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties.
2. SaaS Subscription.
a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and nonsublicensable right to (a) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (b) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (c) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (i) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (ii) for whom access to the Services has been purchased hereunder. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement. b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”) unless a party delivers to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party’s intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.
3. Customer Responsibilities. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless
2 otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.
4. Professional Services. “Professional Services” shall mean consulting, training services purchased by Customer in an applicable Order Form or detailed in a NEOGOV Scope of Work (SOW) relating to assistance, training, deployment, usage, customizations, accessory data processing, and best practices of and concerning the SaaS Applications. Professional Services may be ordered by Customer pursuant to a SOW and Service Specifications describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer does not execute a separate SOW, the Services shall be provided as stated on the Order Form and this Agreement and documents incorporated herein shall control.
All Professional Services purchased by Customer must be utilized within twelve (12) months of the date of the applicable Order Form or SOW.
5. Payment Terms.
a) Fees. Unless otherwise stated in an Order Form, Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within thirty (30) days of Customer’s receipt of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. Subscription Fees are based upon the Authorized User count unless otherwise stated in an Order Form and Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with a new Order Form at least thirty (30) day notice prior to commencement of a Renewal Term. The new Order Form shall be deemed to be effective if Customer (a) returns the executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the Order Form, or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term.
b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law.
Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days of NEOGOV’s request therefor.
c) Customer Purchase Orders. Except as otherwise specified in an Order Form, Customer will not require any purchase order to pay fees due or otherwise to perform its obligations with respect to any Order Form. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall modify or supersede the terms and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement.
6. Term and Termination.
a) Term. Unless otherwise specified in an applicable Order Form, this Agreement shall commence on the Effective Date.
This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full
3 performance of Professional Services or other services detailed in a SOW, unless it is terminated earlier in accordance with this Agreement.
b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, after expiration or termination of this Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.
7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer’s records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.
8. Maintenance; Modifications; Support Services.
a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.
Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services. b) Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.
NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by selfreview of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities.
c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form. NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing it obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary.
d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.
Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case.
e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual
4 data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation.
9. NEOGOV Intellectual Property. NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.
10. Data Processing and Privacy.
a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.
NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services.
NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the Intellectual Property Rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platform Data. “Platform Data” shall mean any anonymized data reflecting the access or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.
NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. c) Data Processing Agreement. To the extent Customer uses the Services to target and collect personal information from users located in the European Union, European Economic Area, or Switzerland (the “EU”) or the United Kingdom (“UK”), or has Authorized Users accessing the Services from the EU or UK, the following NEOGOV Data Processing Addendum (“DPA”) is incorporated herein by reference:
https://www.neogov.com/hubfs/Legal%20Documents/Customer%20Data%20Processing%20Addendum-signed.pdf. d) Data Responsibilities.
i) NEOGOV will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV’s cloud infrastructure providers.
ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.
NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (i) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (ii) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (iii) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data. NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services.
5 e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification.
f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV’s systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement.
11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.
12. Nondisclosure.
a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein.
c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
d) Equitable Relief. The parties recognize and agree there is no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach would irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.
13. Representations, Warranties, and Disclaimers.
6 a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. b) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEOGOV STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY SERVICES. c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
d) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against claim, demand, suit or proceeding made or brought against NEOGOV (a) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (b) in connection with Customer’s violation of any applicable laws, or (c) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement, in each case provided that Customer is promptly notified of any and all such claims, demands, suits or proceedings and given reasonable assistance and the opportunity to assume sole control over defense and settlement. b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV, provided that NEOGOV is promptly notified of any and all such claims, demands, suits or proceedings and given reasonable assistance and the opportunity to assume sole control over defense and settlement. i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or
7 services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights. iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV.
15. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
a) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT
UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV
INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL
CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY
OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS
ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR
CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF
LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND
SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
16. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
17. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers and use Customer’s logo for such purposes, subject to any trademark usage requirements specified by Customer.
18. Force Majeure. Except for Customer’s payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event,
8 impediment or occurrence beyond such party’s reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party.
19. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.
This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.
20. Entire Agreement; Amendment. This Services Agreement, the Exhibits hereto and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. Any Customer proposal for additional or different terms, or Customer attempt to vary in any degree any of the terms of this Agreement is hereby objected to and rejected but such proposal shall not operate as a rejection of this Service Agreement and Order Form unless such variances are in the terms of the description, quantity, or price but shall be deemed a material alteration thereof, and this Service Agreement and the applicable Order Form shall be deemed accepted by the Customer without said additional or different terms. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents. This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound.
21. General. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Los Angeles, California. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect. Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of a copy of this Agreement or an Order Form bearing an original signature by facsimile transmission, by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature. Customer may not assign this Agreement without the express written approval of NEOGOV and any attempt at assignment in violation of this Section shall be null and void. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. [Signature Page to Follow]
9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement.
Customer GovermentJobs.com, Inc. (D/B/A/ NEOGOV), on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD,
LLC (D/B/A Agency360)
Entity Name:
Signature: Signature:
Print Name: Print Name:
Date: Date:
10 Exhibit A
Government Customer Addendum
If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).
1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.
2. Termination for Non-Appropriation of Funds. If Customer is subject to federal, state or local law which makes Customer’s financial obligations under this Services Agreement contingent upon sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body), and if such funds are not forthcoming or are insufficient due to failure of such appropriation, then Customer will have the right to terminate the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement.
3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.
4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.
5. Cooperative Purchasing. If Customer is a Government Customer, but is not a U.S. Federal Agency or subdivision thereof, NEOGOV agrees to allow any other state agency, department, political subdivision or instrumentality of the state but in all cases located in the same state as the Customer (“Related Agency”) to purchase Services under the terms of the Services Agreement, at the Related Agency’s discretion with the following requirements, exceptions and limitations: (a) any purchases made by a Related Agency shall be transactions between the Related Agency and NEOGOV; for clarity, Customer shall not be responsible for any transactions between the Related Agency and NEOGOV, (b) the terms (including pricing) specified in the Order Forms entered into between NEOGOV and Customer shall not be incorporated into the transactions between the Related Agency and NEOGOV, and (c) the Related Agency will confirm in writing it has the authority to use the Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations or standards applicable to the Related Agency.
11 Exhibit B
PowerEngage Platform Addendum
If Customer is purchasing the PowerEngage Platform pursuant to an Order Form, the following terms are hereby incorporated into the Services Agreement (“PowerEngage Addendum”). This PowerEngage Platform Addendum forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this PowerEngage Addendum and any other provision of the Services Agreement, the terms of this PowerEngage Addendum shall control.
1. Applicability. The provisions of this PowerEngage Addendum shall apply only if Customer has purchased the PowerEngage Platform pursuant to an Order Form.
2. CAD/RMS Assumptions. The parties agree that the fees specified with respect to the PowerEngage Platform on the applicable Order Form do not include any additional fees that the Customer’s CAD or RMS vendor may charge, if any. The Services Agreement and this Exhibit B is entered into with the mutual assumption that the PowerEngage Platform will be able to make a connection to Customer’s CAD or RMS replicated or reporting database directly or will be able to read from a file produced for such a purpose.
3. CAD/RMS Provisions. The definition of Confidential Information in Section 12 of the Services Agreement shall also include any Customer CAD and/or RMS data made available to NEOGOV in connection with the provision of the PowerEngage Platform.
4. SOW. NEOGOV agrees to provide the training, configuration and support services with respect to the PowerEngage Platform, and Customer acknowledges that its cooperation is required for efficient and timely implementation of the PowerEngage Platform, in accordance with the following:
PowerEngage Software
NEOGOV will be used to survey citizens that have interacted with Customer, send messages to citizens or other stakeholders and gather and report on data. Customer will be able to configure the surveys and rules based on data received from the Computer Aided Dispatch System. The results of the surveys will be stored within PowerEngage and available for display in a Feedback Board and within the analytics component called Measure. Other rules and messages can be built to be triggered to send on certain events as driven by the rules engine.
NEOGOV and Customer Responsibilities
The bullet points below outline when NEOGOV, Customer, or both NEOGOV and Customer have responsibility with respect to a particular deliverable.
1. NEOGOV will configure a tenant and telephone number group for the Customer
2. NEOGOV will schedule a 90-minute kickoff call with the Customer to review the objectives, timeline and mutual deliverables • Configure Customer administrator account - NEOGOV
• Walk Customer through the survey builder - NEOGOV
• Walk Customer through the rules builder - NEOGOV
• Walk Customer through the Feedback Board- NEOGOV
• Walk Customer through Activity /Survey tools- NEOGOV
• Walk Customer through the CueHit CAD Data Agent and what is needed for the connection to CAD - NEOGOV
3. Customer will gather information needed for Surveys, Rules, Tasks and CAD/RMS Data – Customer
4. NEOGOV will coordinate a CAD/RMS Connection Workshop with Customer • Configure PowerEngage CAD/RMS agent- NEOGOV and Customer • Connect to Customer CAD/RMS Data – Customer
• Test data – NEOGOV and Customer
5. NEOGOV will coordinate a 2-hour Survey Workshop with Customer • Consult on the questions to ask in a satisfaction survey (maximum of 3 to 5 questions) = NEOGOV and Customer • Configure the questions in the survey tool = NEOGOV and Customer • Configure the acceptable responses in the survey tool = NEOGOV and Customer • Configure additional criteria (Follow Up question only) = NEOGOV and Customer
12 • Send sample survey to Customer on text message = NEOGOV and Customer • Review in Feedback Board and Activity Screens= NEOGOV and Customer
6. NEOGOV will coordinate a 2- 4 hour Rules Workshop with Customer to jointly • Consult on the rules for surveys and automatic text notifications = NEOGOV and Customer • Configure the rules and texts = NEOGOV and Customer
• Send example encounters to test rules = NEOGOV and Customer • Review in Activity= NEOGOV and Customer
7. NEOGOV will coordinate a 2 Hour Task Creation and Notification Workshop with Customer to jointly:
• Configure Tasks and Task Assignments
• Identify Personnel information needed for notifications and digest emails • Import Personnel information for receiving messages and emails from Customer provided .xls or .csv
8. NEOGOV will schedule a 2-hour Analytics Workshop with the Customer to review the ideas for the Dashboards to reflect the results of the surveys.
• NEOGOV will review standard visualizations and data in the dashboard • NEOGOV will request from the Customer, input on the data and visualization to be presented in the Measure Tool • Once agreed, a maximum of 1 custom visualizations will be created by NEOGOV and deployed to the Customer’s environment
9. NEOGOV will train the Customer Administrators on the use of the PowerEngage configuration tools, Measure tools and Activity logs.
Support Services
Telephone Assistance. Customer will be given the telephone number for a support line and will be entitled to contact the support line during normal operating hours, (between 7:30am and 5:30pm Central Time) on regular business days, excluding NEOGOV holidays, to consult with NEOGOV technical support staff concerning problem resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include remote connectivity, modem, or electronic bulletin board.
Software Problem Reporting. Customer may submit requests to NEOGOV identifying potential problems in the PowerEngage software. Requests should be in writing and directed to NEOGOV by e-mail, or through the NEOGOV support website.
NEOGOV retains the right to determine in the final disposition of all requests and will inform Customer of the disposition of each request. If NEOGOV acts upon a request, it will do so by providing a bug fix.
Scheduled Maintenance. Software may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the software updates, operating system updates/patches and updates to other third-party applications as needed. Customers are notified of maintenance periods via an email message or via a banner on the main page of the PowerEngage Platform.
Exclusions from Technical Support Services:
NEOGOV shall have no support obligations with respect to any third-party hardware or software product.
13 Exhibit C
HRIS Addendum
The following terms govern the use of the HRIS Services(the “HRIS Addendum”) as they relate to specific HRIS Services ordered by Customer in an Order Form. “HRIS Services” refers to the following SaaS Applications or any Add-Ons (defined below) or Professional Services related to such SaaS Applications: NEOGOV Core HR, NEOGOV Payroll, and NEOGOV Time and Attendance. If any provision within the HRIS Addendum directly conflicts with any other provision of the Services Agreement, the terms of this Addendum shall control.
Implementation; Add-Ons; and Configuration Limitation. Implementation of HRIS Services as detailed in the standard statement of work (“SOW”) and the mutually agreed-upon scope document (“Scope”) will proceed in accordance with the estimated implementation schedule provided by NEOGOV and as further detailed in the SOW and Scope. Implementation services not included in the SOW and Scope may be subject to additional fees. Customer acknowledges that the timeline for the implementation schedule is an estimate only and dependent on a number of variables, including but not limited to Customer’s responsiveness to NEOGOV’s requests during the implementation process and Customer’s obligation to fill out the “Implementation Workbook” to facilitate the implementation process. In the event that Customer does not order the full suite of HRIS services offered, NEOGOV may be required to generate custom feeds for Customer for an additional fee. During implementation, Customer may elect optional add-on services that supplement the SaaS Applications (the “Add-Ons”). After completion of implementation, any subsequent changes Customer requests to the configuration of the HRIS Services will be at cost.
NEOGOV will have no responsibility for nor any duty to review, verify, correct or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information input into the HRIS system by or on behalf of the Customer.
Customer is solely responsible for ensuring that all data entered into and stored in the HRIS system is accurate and complete, and for correcting any errors or discrepancies in such data.
CORE HR and Benefits – Additional Terms
The following terms shall apply to the extent that Customer orders the NEOGOV Core HR, and HRIS Services involving benefits administration (the “Benefits Module”):
1. Benefits Module Representative. Customer shall designate one or more persons who shall serve as NEOGOV’s designated contact for the Benefits Module (the “Benefits Representative”). Customer represents and warrants to NEOGOV that the Benefits Representative has, and shall at all times have, the requisite authority to transmit information, directions and instructions on behalf of Customer, each “plan administrator” defined in Section 3(16)(A) of the ERISA and Section 414(g) of the Code and, if applicable, each “fiduciary” (as defined in Section 3(21) of ERISA) of each separate employee benefit plan covered by the Benefits Module (each, a “Benefit Plan”). The Benefits Representative also shall be deemed to have authority to issue, execute, grant, or provide any approvals, requests, notices, or other communications required or permitted under the Services Agreement or requested by NEOGOV in connection with the Benefits Module.
2. Use of the Benefits Module.
a) HR Users. Customer shall authorize an administrator to input information and access certain information relating to (i) the benefits offered by Customer and (ii) Customer’s employees/plan participants and their benefit options and elections as well as view certain personal and company information regarding company employees. The Benefits Module permits Customer’s employees/plan participants to make various benefits elections and to view and update certain personal and company information. It is Customer’s responsibility to submit instructions and information relating to the Benefits Module and to verify the accuracy and completeness of all such instructions and information submitted by Customer, employees, and plan participants. b) NEOGOV Not Fiduciary Advisor. Customer acknowledges and agrees that, in making the Benefits Module available, NEOGOV is not acting as an investment advisor, broker-dealer, insurance agent, tax advisor, attorney or intermediary or a financialor benefit planner. NEOGOV is not providing any benefits, tax advice, or any information related thereto; Customer is responsible for making available all benefits and information related thereto referenced or included in the Benefits Module.
c) NEOGOV’s Health Care Clearinghouse Status. Customer expressly acknowledges and agrees that NEOGOV is not a “Health Care Clearinghouse”, a “Covered Entity” or a “Business Associate” within the meaning of HIPAA, and Customer shall not request or otherwise require NEOGOV to act as such. To the extent that NEOGOV is required
14 to enter into any additional agreement as a result of Customer’s use of the Benefits module, Customer shall be responsible for any liability incurred by NEOGOV thereunder.
3. Additional Termination Rights. NEOGOV may terminate Core HR, the Benefits Module, or this Services Agreement immediately upon written notice to the Customer upon (a) the failure of Customer to maintain its Benefit Plan(s) in compliance with ERISA or other applicable laws or regulations or (b) NEOGOV’s determination that the exercise of any of the rights granted hereunderor the continued performance by NEOGOV of its obligations under this Services Agreement would cause NEOGOV to violate any applicable international, federal, state or local law(s) and/or regulation(s).
4. ERISA. The terms of this Section only shall apply to the extent Customer uses services governed, in whole or in part, by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) a) NEOGOV’s Non-Fiduciary Status. Customer expressly acknowledges and agrees that NEOGOV is not an “Administrator”, “Plan Sponsor,” or a “Plan Administrator” as defined in Section 3(16)(A) of ERISA, and Section 414(g) of the Internal Revenue Code of 1986, as amended (the “Code”), respectively, nor is NEOGOV a “fiduciary” within themeaning of ERISA Section 3(21), and Customer shall not request or otherwise require NEOGOV to act as such. NEOGOV shall not exercise any discretionary authority or control respecting management of any of Customer’s benefitor welfare plans (“Plan” or “Plans”) or management or disposition of any of Customer’s benefit or welfare Plan assets. NEOGOV shall not render investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of any Plan, nor does NEOGOV have any authority or responsibility to do so. NEOGOV has no discretionary authority or discretionary responsibility in the administration of the Plan(s). b) Use of NEOGOV’S Name. Customer or the Plan Administrator must obtain the prior written consent of NEOGOV to insert any references to NEOGOV or its affiliates, or to NEOGOV Services, with respect to any communication or document pertaining to a Plan prepared by Customer, or on behalf of Customer (other than documents prepared by NEOGOV), unless the reference only identifies NEOGOV as a service provider or the reference is required in a filing ordocument required by ERISA or any other applicable law. Without limiting the foregoing, in no event may Customer orthe Plan Administrator identify or refer to NEOGOV as “administrator”, “plan administrator”, “thirdparty administrator”, “plan sponsor”, “fiduciary”, “plan fiduciary” or similar title.
5. Direct to Carrier Services. Customer may elect direct to insurance carrier services (each a “Carrier Link”) at its option, each for an additional cost. Reconfiguration of existing Carrier Links, establishing new Carrier Links, and additional elections are available for an additional fee and may be completed by NEOGOV at NEOGOV’s then current rates.
Customer may access and use the NEOGOV HRIS Services to electronically transmit employee data, including employee benefits enrollment data, to Customer’s carriers or other third parties authorized by Customer. NEOGOV’s ability to transmit data is subject to the provision of a current functional interface between HRIS Services and the carriers’ systems.
NEOGOV will not be obligated to transmit Customer’s data to carriers if at any time Customer’s carriers fail to provide the proper interface as solely determined by NEOGOV. If Customer requires development of any special or customized interfaces to transmit such data, all work performed by NEOGOV to create such interfaces will be at NEOGOV’s then current fees for such services. NEOGOV makes no warranty that each carrier’s specifications will conform with NEOGOV’s current functional interfaces. In the event a carrier provides formats or specifications not supported by the NEOGOV HRIS Services, Customer will be solely responsible for transmitting the data to such carrier using an alternative system to be determined solely by Customer. Customer shall be responsible for promptly reviewing all records of transmissions to carriers and other reports prepared by NEOGOV for validity and accuracy according to Customer’s records, and Customer will notify NEOGOV of any discrepancies promptly after receipt thereof.
Payroll Services – Additional Terms
The following terms shall apply to the extent that Customer orders the NEOGOV Payroll Services module:
1. Payroll Processing and Tax Filing. NEOGOV will deliver (i) payroll administrative services to Customer through NEOGOV’s payroll software as a service (the “Payroll Module”), (ii) at Customer’s election, direct deposit administration to those employees electing such service via ACH processing (collectively referred to as the “Payroll Services”), remit payroll taxes on Customer’s behalf to those federal, state, and local taxing jurisdictions designated by Customer, and file related tax returns (such remitting of payroll taxes and filing of related tax returns, the “Tax Services”). At NEOGOV’s then current fees, NEOGOV may also process calendar year-end W-2 forms for Customer’s employees and Forms 1099- MISC. NEOGOV will,and Customer hereby authorizes NEOGOV and Fulfillment Partners to, initiate debits or reverse wire transfers prior to each paydate for Customer’s payroll (“Paydate”) and credit the bank accounts of Customer’s employees and others to be paid by Customer by direct deposit payment on Paydate (a “Payee”), all in compliance with the operating rules of the National Automated Clearing House Association and the terms and conditions hereof. For
15 purpose of clarity, the parties understand and agree that NEOGOV does not print and/or send paychecks for or on behalf of Customer.
2. Documentation and Required Information.
a) Authorization Forms; Proof of Name. Customer will be required to complete and submit the following documents in order to use the payroll processing components of Payroll Module: (i) power of attorney forms for each jurisdiction in which Customer will use the HRIS Services (the “POA”), (ii) Authorization to Debit/Credit Bank Account(s)/Obtain Bank Account Information (the “Authorization Form”), (iii) an IRS proof of legal name/FEIN and (iv) any authorization form for Fulfillment Partner authorizing debiting and crediting Customer’s bank account. b) Proof of Existence. Customer will provide NEOGOV, and authorize NEOGOV to provide to Fulfillment Partner, Customer’s (i) legal name, and “doing business as” name if applicable, (ii) physical street address (not a PO Box or PMB), (iii) phone number, (iv) Primary Business Activity (Nature of Business), (v) Duns Number (if one exists), (vi) Tax ID Number, (vii) estimated transaction count and dollar volume, (viii) number of employees, and (ix) supporting evidence via (A) either certified Articles of Incorporation, IRS EIN Letter, unexpired government issued business license, trust instrument or other government-issued evidence showing legal existence, and (B) either a voided business check, copy of utility bill, other evidence of legal name, physical address, DBA Name, or Tax ID. c) Permitted Disclosure Authorization. Customer hereby authorizes NEOGOV to (i) provide Customer’s data to Fulfillment Partner for the purposes of performing the Payroll and Tax Services, and (ii) take such action as is necessary to performthe Payroll and Tax Services.
d) Time and Attendance Information. Prior to commencement of Time and Attendance Services, Customer shall provide to NEOGOV all necessary information and guidance relating to its time and attendance policies and guidelines and coordinate with NEOGOV to establish standards for NEOGOV in its execution of the Time and Attendance Services.
Customer agrees to promptly comply with NEOGOV’s request for such additional documentation and understands that Payroll or Tax Services may be impaired or delayed if Customer does not comply with such request.
3. Customer Obligations, Representations, and Warranties. Customer acknowledges that NEOGOV's obligation to perform theHRIS Services is subject to Customer’s obligations, representations, and warranties. Customer represents and warrants the following:
a) Processing Authorization. Customer authorizes NEOGOV to process payroll entries on behalf of Customer. Customer acknowledges that NEOGOV is acting solely in the capacity of data processing agent and is not a source of funds for Customer. Customer shall be liable for each payroll related transaction initiated by NEOGOV on behalf of Customer, whether by electronic entry or wire transfer. NEOGOV, or its Fulfillment Partners, electronically transmit employee data, including employee payroll data, to designated third parties, and Customer authorizes NEOGOV and its Fulfillment Partners, to provide such transmission on Customer’s behalf. Customer agrees that NEOGOV maintains specific Fulfillment Partner(s) for NEOGOV Payroll and Tax Services fulfillment during the term of and in accordance with this Services Agreement and that Customer shall not, directly or indirectly, supplement, substitute, or otherwise modify the provision of such Payroll and Tax Services without terminating this Services Agreement. b) Information Accuracy; Reliance; Change Notice. Customer shall input, maintain, and verify the accuracy of any and all information, including payroll and tax information, and Customer shall continually ensure that such information is kept complete, accurate, delivered on time, and up to date at all times. Customer acknowledges that NEOGOV and NEOGOV Fulfillment Partners will rely on the accuracy of this information as it performs its requested functions.
NEOGOV shall not be responsible for any delays or inaccuracies in Customer’s delivery of data to NEOGOV.
Customer will notify NEOGOV immediately of any change in the processing information, including the Authorization Form. Customer will also obtain a voluntary written authorization from any Payee prior to the initiation of the first credit to the account of such Payee and shall provide upon demand a copy of such written authorization to NEOGOV.
c) Processing Deadlines. Unless otherwise agreed to by the Parties, Customer will: (a) complete and execute all required documentation so that NEOGOV or Fulfillment Partner may withdraw funds from Customer’s account to process directdeposit payrolls, (b) input or report all relevant payroll data for ACH transmissions to NEOGOV no later than 2:00 p.m.Pacific Standard Time (PST) three (3) banking days prior to each Paydate, (c) input or report all other relevant payroll data to NEOGOV no later than 2:00 p.m. Pacific Standard Time (PST) two banking days prior to each Paydate, (d) have available in Customer’s bank account good, collectable funds in a sufficient amount to cover funding disbursements, checks, direct deposits, tax payments, or recurring payments to third parties no later than the opening of business (i) two banking days prior to each Paydate for debits by electronic entry, and (ii) two banking
16 days prior to each Paydate for funding by wire transfer, and (e) compare all reports on credits or debits initiated by Customer to NEOGOV’s records and promptly notify NEOGOV of any discrepancies. In the event Customer does not meet the deadlines specified herein, NEOGOV shall make reasonable efforts to complete processing prior to the Paydate; however, NEOGOV makes no representation or warranty that payroll will process by the Paydate where Customer fails to provide all required documentation by the deadline. Additional Fees may apply for expedited processing.
d) Customer Review. Within seven (7) business days after receipt from NEOGOV, Customer will promptly conduct a detailed review of all payroll and tax registers produced by NEOGOV or Fulfillment Partners for accuracy, validity and conformity with Customer’s records. Customer will promptly notify NEOGOV of any error or omission discovered by Customer in any payroll registers, disbursement records, payroll or tax reports and documents produced by NEOGOV or Fulfillment Partners, or any discrepancy between the information provided by NEOGOV or Fulfillment Partners, and Customer’s records. Customer will not rely on any record, report or document containing any discovered error, omission or discrepancy until such error, omission or discrepancy, has been corrected. Customer will be responsible for any consequences resulting from instructions Customer may give to NEOGOV or Fulfillment Partners with regard to HRIS Services or any payroll registers, disbursement records, reports and documents prepared by NEOGOV based on information provided by Customer.
e) Document Retention. Customer will retain copies of all information entered into or generated by the HRIS Services and Customer shall be solely responsible for maintaining such data, and all tax records, in accordance with any legal obligations.
f) Special Processing. Customer understands and acknowledges that administering processing dates beyond standard payroll dates, and correcting, amending, or cancelling payroll entries or mistaken reversals (collectively “Special Processing”), are complicated, highly manual, and may result in additional expenses, tax consequences, and penalties.
Therefore, Special Processing may be subject to additional NEOGOV Fees. g) Recovery Cooperation. Customer agrees to undertake reasonable efforts to cooperate with NEOGOV and any other parties involved in processing any transactions hereunder to recover funds credited to any employee as a result of an error made by Customer, NEOGOV, or Fulfillment Partners, or any other loss recovery efforts and in connection with any actions that the relevant party NEOGOV may be obligated to defend or elects to pursue against any thirdparty. h) Compliance with Laws. Customer acknowledges that, in order to put into effect the Payroll Services which include ACH transactions, Customer will be the Originator of the ACH transactions and will follow and be bound by the rules for ACH Originators as adopted from time to time by the NACHA. Customer agrees that it has assumed the responsibilities of an Originator under the ACH Rules and acknowledges that entries may not be initiated in violation of the laws of the United States. Customer agrees to be compliant with laws. Customer will comply with all laws including, but not limited to, the U.S. Patriot Act, the Unlawful Internet Gambling Enforcement Act, the Bank Secrecy Act, and Anti Money Laundering laws.
4. Effect of Failed Funds. If Customer fails to pay the taxes, direct deposits, employee payments or other charges, including fees, then Customer agrees to pay NEOGOV for all costs of collection, including reasonable attorney fees, which may be associatedwith collection of the amounts due. NEOGOV also may, at its sole option, terminate this Services Agreement and withhold or suspend any work in progress. This is in addition to any other rights NEOGOV may have under this contract or under law. NEOGOValso reserves the rights to reverse employee transactions and /or tax payments for which funds have not been received from Customer.
5. Rejection of Entries. NEOGOV shall reject any file or entry that does not comply with the requirements of this Services Agreement, the NACHA Rules, or uses an improper SEC Code, or if NEOGOV suspects fraud or illegal or improper activity. NEOGOVshall have no liability.
6. Resolution of Error Exceptions. For the purposes of this Section, the term “error exception(s)” shall mean any data requirements within the HRIS Services that, based on Customer’s configuration, have been assigned a severity level designation of “error”; such designation shall create a requirement for an operational task to be completed by Customer in order to proceed with Customer’s processing, including processing of Customer payroll for the designated period. Failure to resolve an error exception will prevent Customer’s payroll from being processed as scheduled. NEOGOV is not obligated to clear any such error on behalf of Customer.
7. NEOGOV Errors and Omissions Warranty. NEOGOV warrants it will use commercially reasonable efforts to properly transmit the appropriate reports, data, or filings based on the information provided in Customer’s HRIS Services. In
17 addition, NEOGOV will use commercially reasonable efforts to rectify any Customer report, data, or filing error, including any deposit, corrected or reversal debit or credit entry, for which NEOGOV is solely responsible; provided that, in each case Customer advises NEOGOV no later than ten (10) business days after the occurrence of such errors or omissions.
This is Customer’s sole remedy in the event of a breach of the foregoing warranty. Notwithstanding the foregoing, Customer will be solely responsible for payment of all tax penalties, interest, and additional NEOGOV fees if: (i) the penalty is the result of incorrect, inaccurate, or incomplete information Customer provides to NEOGOV, (ii) Customer has insufficient funds in Customer’s designated bank account to process HRIS Services, or (iii) a party other than NEOGOV, or a NEOGOV Fulfillment Partner, fails to perform services in a timely manner.
8. Additional Liability and Warranty Limitations. NEOGOV, ITS PROVIDERS, AND FULFILLMENT PARTNERS, AND
THE OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS OF EACH WILL NOT BE LIABLE UNDER ANY
CIRCUMSTANCES OR UNDER ANY THEORY OF RECOVERY (WHETHER IN CONTRACT OR TORT OR OTHERWISE) FOR (i) ANY FEES, COSTS, CHARGES, OR ANY DAMAGES CAUSED BY LOST SHIPMENT OR
TRANSMISSION OF CHECKS OR ANY FORM OF DISBURSEMENT INCLUDING, BUT NOT LIMITED TO, STOP
PAYMENT FEES, REPRINTING OR RETRANSMISSION COSTS, SHIPPING CHARGES, OR CONSEQUENTIAL EXPENSES AND DAMAGE, (ii) ANY CHARGES, FEES, OR EXPENSES INCURRED BY CUSTOMER, CUSTOMER’S AGENTS, OR EMPLOYEES WHICH ARE DUE TO LATE PAYCHECKS, REGARDLESS OF
WHETHER SUCH PAYCHECKS ARE TO BE PREPARED AND DELIVERED BY NEOGOV, FULFILLMENT PARTNERS, OR BY CUSTOMER, (iii) NON‐PERFORMANCE OF HRIS SERVICES WHICH HAVE BEEN
SUSPENDED DUE TO FAILURE OR DELAY IN PAYMENT OF FEES OWED UNDER THIS SERVICES
AGREEMENT, AND (IV) FOR ANY DAMAGES TO CUSTOMER ARISING FROM OR IN CONNECTION WITH
A DECISION BY NEOGOV TO SUBMIT FILES FOR PROCESSING AFTER CUSTOMER HAS FAILED TO CLEAR OUTSTANDING ERROR EXCEPTIONS WITHIN THE SPECIFIED DEADLINE.
9. Additional Termination Rights.
a) Termination for Default. Customer’s breach of the NACHA Rules, violation of any applicable federal or state regulation, or failure to maintain account funding as required by this Services Agreement (and as a result any debit to Customer’s account isreturned), shall each constitute a default. Upon default, NEOGOV may suspend the HRIS Services or terminate this Services Agreement in a manner that permits NEOGOV to comply with the NACHA Rules.
Termination is effective immediately upon written notice of such termination to Customer. The right to suspend the HRIS Services and/or terminate this Services Agreement is in addition to any other rights and remedies provided under this Services Agreement or otherwise under law.
b) Effect of Termination. No termination of this Services Agreement shall release Customer from any obligation to pay NEOGOV any amount that has accrued or becomes payable at or prior to the date of termination. No suspension of HRIS Services shall release Customer from any obligation to pay NEOGOV any amounts due under this Services Agreement. Customershall not be entitled to any refund of any amounts paid to NEOGOV as a result of a termination based on Customer’s default. Notwithstanding the termination of this Services Agreement, the parties shall continue to comply with the NACHA Rules with respect to transmissions pursuant to this Services Agreement.
18 Exhibit D
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html and/or https://apidocs.powerdms.com (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit D shall not apply to HRIS Services.
1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.
Customer may not use the API for any other purpose without our prior written consent. Customer may notshare the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.
2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, includingall intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.
3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.
4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html and/or https://apidocs.powerdms.com from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware,or other malicious programs or code, counterfeit goods, itemssubject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in wholeor in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.
6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration ofthe mutual covenantsset forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
19 Notwithstanding the foregoing, NEOGOV reserves the right to change for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.
7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.
Customer agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.
8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.
9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
..
t 800.749.5104 f 407.210.0113 www.powerdms.com 101 S. Garland Ave, Ste 300 Orlando, FL 32801 Service Order
Contract Details Order Details
Account Number: A-6543
Customer: Richmond Police Department (CA)
Sales Rep: Salesforce Administrator
Order #: Q-149295
Order Date: 11/30/2021
Valid Until: 11/30/2021
Subscription Start Date: 11/30/2021
Subscription Term (months): 12
Customer Contact
Billing Contact: Richmond Police Department (CA) Billing Contact Email: [email protected] Eric Tam Phone: (510) 621-1819
Address: 1701 Regatta Blvd Fax:
Richmond, CA 94804
Payment Terms
Payment Term: Net 60 Notes:
PO Number:
REVISED Updated product codes - 225-249 user tier
Subscription Service
Item Type Start Date End Date Qty Total
PowerDMS Professional Recurring 11/30/2021 11/29/2022 249 $7,949.93 A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud-based site. Included are key features such as automatic workflows, signature capture and tracking, side-by-side comparison, Public-Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included Recurring 11/30/2021 11/29/2022 249 $0.00 A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
TOTAL: $7,949.93
Additional Terms and Conditions
Payment Terms All invoices issued hereunder are due upon the invoice due date. The fees set forth in this Service Order are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of any such applicable taxes, levies, or duties. All payment obligations are non-cancellable, and all fees paid are non-refundable.
Terms & Conditions Unless otherwise agreed in a written agreement between PowerDMS and Customer, this Service Order and the services to be furnished pursuant to this Service Order are subject to the terms and conditions set forth here: http://www.powerdms.com/terms-and-conditions/.
The Effective Date (as defined in the terms and conditions) shall be the subscription start date.
Accepted and Agreed By Authorized Representative of:
Richmond Police Department (CA)
Signature:
Printed Name:
Title:
Date
THE INFORMATION AND PRICING CONTAINED IN THIS SERVICE ORDER IS STRICTLY CONFIDENTIAL
CueHit Cost Information to the Richmond Police Department CueHit’s cost proposal is a single, annual subscription and assumes a minimum of one year with the option to renew each year upon mutual, written agreement.
Item Pilot Client
Subscription Price
Citizen Text Message Surveys and
Automatic Text Messages
Rules Builder to Drive Surveys
Rules Builder to Drive Automatic
Messages
Message Library
Positive Feedback Board and Staff
Email Digest
Supervisor Satisfaction Board
Tasks and Notifications
Use of CAD/RMS Data
Analytics Dashboard – Positive
Satisfaction
$9,500.00
Included
Included
Included
Included
Included
Included
Included
Included
Analytics Dashboard – Response
Rates
Analytics Dashboard – Sentiment
Analysis
Creation of 1 Custom Dashboard
Services and Support as described in
Scope of Services
Included
Included
Included
Included
Total Subscription for Year 1 $ 9,500
Total Subscription for Year 2 $ 9,975
Total Subscription for Year 3 $ 10,474
Total Subscription for Year 4 $ 10,997
Total Subscription for Year 5 $ 11,547
Subscription Terms:
The fees provided in each Quotation are provided on an annual subscription basis.
Does not include any fees the CAD/RMS vendor will charge, if any. Assumes CueHit will connect to the Mark43 CAD and RMS via the API produced by Mark43 for this purpose. 100% first year annual subscription at contract signing (Contract Start Date) and annually on anniversary date, when renewed, by mutual agreement.
STATEMENT OF WORK
This Schedule describes a Statement of Work (“SOW”) pursuant to the Agreement (the “Agreement”) between Richmond Police Department (“Client”) and CueHit Inc. (“CueHit”). This SOW is subject to the terms and conditions contained in the Agreement between the parties and is made a part thereof.
CueHit and Client Responsibilities
1. CueHit will configure a tenant and telephone number group for the Client
2. CueHit will schedule a 90-minute kickoff call with the Client to review the objectives, timeline and mutual deliverables
o Configure Client administrator account - CueHit
o Walk client through the survey builder - CueHit
o Walk client through the rules builder - CueHit
o Walk client through the Feedback Board- CueHit
o Walk client through Activity /Survey tools- CueHit
3. Client will gather information needed for Surveys, Rules, Tasks and CAD/RMS Data – Client
4. CueHit will coordinate a CAD/RMS Connection Workshop with Client o Configure CueHit CAD/RMS agent- CueHit and Client
o Connect to Client CAD/RMS Data – Client
o Test data – CueHit and Client
5. CueHit will coordinate a 2-hour Survey Workshop with Client o Consult on the questions to ask in a satisfaction survey (maximum of 3 to 5 questions) = CueHit and Client
o Configure the questions in the survey tool = CueHit and Client o Configure the acceptable responses in the survey tool = CueHit and Client o Configure additional criteria (Follow Up question only) = CueHit and Client o Send sample survey to client on text message = CueHit and Client o Review in Feedback Board and Activity Screens= CueHit and Client
6. CueHit will coordinate a 2- 4 hour Rules Workshop with Client to jointly o Consult on the rules for surveys and automatic text notifications = CueHit and Client
o Configure the rules and texts = CueHit and Client
o Send example encounters to test rules = CueHit and Client o Review in Activity= CueHit and Client
7. CueHit will coordinate a 2 Hour Task Creation and Notification Workshop with Client to jointly:
o Configure Tasks and Task Assignments
o Identify Personnel information needed for notifications and digest emails o Import Personnel information for receiving messages and emails from client provided .xls or .csv
8. CueHit will schedule a 2-hour Analytics Workshop with the Client to review the ideas for the Dashboards to reflect the results of the surveys. o CueHit will review standard visualizations and data in the dashboard o CueHit will request from the client, input on the data and visualization to be presented in the Measure Tool
o Once agreed, a maximum of 1 custom visualizations will be created by CueHit and deployed to the Client’s environment
9. CueHit will train the Client Administrators on the use of the CueHit configuration tools, Measure tools and Activity logs.
SUPPORT SERVICES
This Schedule describes the terms and conditions relating to the Support Services that CueHit will provide to Client during the term of the Agreement.
Technical Support Services:
Telephone Assistance. Client will be given the telephone number for CueHit ’s support line and will be entitled to contact the support line during normal operating hours, (between 7:30am and 5:30pm Central Time) on regular business days, excluding CueHit holidays, to consult with CueHit technical support staff concerning problem resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include remote connectivity, modem, or electronic bulletin board.
Software Problem Reporting. Client may submit requests to CueHit identifying potential problems in the Software. Requests should be in writing and directed to CueHit by e-mail, or through CueHit’s Support website. CueHit retains the right to determine in the final disposition of all requests and will inform Client of the disposition of each request. If CueHit acts upon a request, it will do so by providing a bug fix.
Scheduled Maintenance. Software may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the Software Updates, operating system updates/patches and updates to other third-party applications as needed.
Clients are notified of maintenance periods via an email message or via a banner on the main page of the CueHit application.
Exclusions from Technical Support Services:
CueHit shall have no support obligations with respect to any third-party hardware or Software product.
! "! #
Request for Proposal
Automated Audio and/or Text Notification Service
Release Date: November 18, 2021
Deadline for Submittal: December 9, 2021, 5:00PM
Contact: Eric Tam, Technology Supervisor
Email: [email protected]
INTRODUCTION
The City of Richmond’s Police Department is currently using SPIDR-Tech services for automated notification and satisfaction survey feedback collection. The 5-year agreement with SPIDR-Tech is up and prior to renewing the agreement with SPIDR-Tech, the Police Department would like to solicit proposals from vendors to ensure we are getting the best value for the services provided.
This request for proposal (RFP) describes the project, the required scope of services, the consultant selection process, and the minimum information that must be included in the proposal. Failure to submit information in accordance with the RFP requirements and procedures may be cause for disqualification. The anticipated term of this contract will be for a period of three (2) years and an option to renew for (3) three more years by means of a mutual agreement of both parties.
Vendors are required to read and understand all information contained within this entire Proposal package. By responding to this RFP, the vendor agrees to read and understand these documents.
PROJECT BACKGROUND / DESCRIPTION
The City of Richmond Police Department is seeking proposals from qualified professionals to integrate dialing and notification services with the Department’s Mark43 Computer Aided Dispatch (CAD) and Records Management System (RMS) to provide citizens with calls for service update, and/or additional information with helpful tips, additional contact information, and/or customer feedback collection.
Vendor staff may have access to confidential and sensitive data files and shall/will be subject to a Department of Justice and Criminal History background check. Failure to pass the background check shall exclude any employees of the vendor from access to confidential and sensitive files. All employees of vendor who will participate at the level described above in the project will be required to provide a valid issued driver’s license or equivalent photo identification before they will be permitted to begin work on the project.
Respondent software solution should be web based and Software as a Service (SaaS) in full compliant with California Law Enforcement Telecommunications System (CLETS) CJIS requirements. (Please see oag.ca.gov for latest updates)
PROPOSAL FORMAT GUIDELINES
The proposal should be concise, well organized, and demonstrate the proposer’s qualifications and experience applicable to the Project.
Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide “layman” explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals, which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity
and risk of this contract, may be rejected. The following proposal sections are to be included in the Vendor’s response:
A. Vendor Cover Letter
A cover letter should summarize key elements of the proposal and shall:
x Confirm that all elements of this RFP have been reviewed and understood. x Include a statement of intent to perform the services as outlined. x Express company’s willingness to enter into an agreement under the terms and conditions prescribed by this RFP, insurance requirements (Attachment A) and in the sample Service Agreement (Attachment B).
x Stipulate that the proposal price will be valid for the duration of the contract. x Identify a single person for contact during the RFP review process; and x Cover letter shall be signed by an authorized official of the company.
B. Background and Project Summary Section
Proposer must have the qualifications and skills necessary to perform the services described in this RFP in a competent and professional manner without the advice or direction from the Police Department. The Respondent warrants that all services and solutions provided meets or exceeds the CJIS Requirements.
C. Scope of Services
Proposer solution must have the ability to provide some or all the following services:
a. Integrate its platform with Mark43 CAD and Mark 43 RMS (vendor will be responsible for the contract requirements between the parties). b. One-to-One Caller automated response either via text or audio at preset time.
c. One-to-Many Caller automated response either via text or audio at present time.
d. Configure real-time or near real time notifications. e. Customizable messaging for the automated response.
f. Ability to customize automated response based on the type of Calls for Service.
g. Mutli-language message response.
h. SaaS model (provide security document detailing location of equipment, type of encryption, and data storage facility).
i. Company must be headquartered in the United States.
j. No offshore developer allowed.
k. No offshore technical support services allowed.
D. Cost Information
Provide a comprehensive fee schedule for all the services the Respondent will provide to the Police Department. All cost and pricing data, including documents showing indirect costs and direct labor rates should be included in the proposal. Proposers must not include any information regarding their detailed cost estimates in the envelope containing their written proposal.
Proposers will be paid at the same rates set forth in their cost proposal unless further negotiated in writing and agreed to by the Police Department.
E. Contractor Assignment of Sub-Contract
The resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the Police Department. If Offerors intend to subcontract any portion of the resulting contract, they must describe their process for selecting such subcontractor(s) and the quality control measures that the Offeror will employ to ensure that any subcontractor complies with the provisions of Offeror’s contract with the Department.
F. Exceptions to this Request for Proposals
The proposer shall state whether it takes exception(s) to this RFP, including but not limited to the City of Richmond’s Standard Services Agreement – RFP (Attachment 1). If the proposer does take exception(s) to any portion of the RFP or contract, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes or additions to sections of City of Richmond’s Standard Services Agreement must be shown by requesting deletion of specific words and/or by providing new requested contract language.
Requests for complete replacement of the City of Richmond’s Standard Services Agreement for another contract will not be granted. Failure to make exceptions to the RFP or Standard Services Agreement within the proposal will be deemed a waiver of any objection. Exceptions will be considered during the proposal evaluation process.
G. Statement of Impartiality and Disclosure
This proposal shall include a statement declaring that the proposer’s and subconsultants are not currently, and will not, during the performance of these services, participate in any other similar work involving a third-party with interests currently in conflict or likely to conflict with City of Richmond’s interests.
Additionally, proposer is required to disclose any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the Project.
H. Sanctuary City Contracting and Investment Ordinance 12-18NS_2018, and Resolution 86-21 (Disclosure Statement of Limited Liability Companies Form The City of Richmond’s Sanctuary Contracting Ordinance certification requires the City to refrain from doing business with vendors who provide Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). In addition, City of Richmond Resolution 86-21 requires disclosure of beneficial and responsible owners of Limited Liabilities Corporation (LLC).
PROCESS FOR SUBMITTING PROPOSALS
Questions Concerning Request for Proposals
Please do not contact staff directly regarding this Proposal will not be answered. All questions will be answered promptly and must be submitted via the electronic BidsOnline system on the Q&A tab no later than December 3, 2021, 5:00pm PST. If the City finds it necessary to issue an addendum, prospective Offerors will receive e-mail notification of addendum. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/ bids for any possible Addenda to the RFP that may have been posted.
Any party submitting a proposal shall not contact or lobby any City Council member, City officials, employee (except those specified for contact) or agent regarding the RFP. Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.
Interested parties may download copies of the above-mentioned proposal by visiting the City's web site, to download RFP, new vendors will be required to register. Once the vendor downloads any documents relative to a solicitation, that vendor's name will appear on the Prospective Bidders list for that project and will receive any addenda or notifications relating to the RFP.
Submission of Proposals
Please submit your proposal via the City of Richmond's BidsOnline system. Proposals submitted by facsimile or e-mail are not acceptable and will not be considered.
The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer.
Proposer is responsible for submitting its entire proposal package with all required submittal documents and any modifications or revisions, to reach the City of Richmond’s office as designated in the RFP by the time specified below. Any proposal, modification, or revision received by the City of Richmond after the exact time specified for receipt of proposals is “late” and will not be considered.
The City of Richmond reserves the right to waive inconsequential irregularities.
GENERAL GUIDELINES
This RFP does not commit the City of Richmond to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. The City of Richmond may reject a proposal without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against the City of Richmond.
The City shall not be responsible for work done, even in good faith, prior to final approval of the proposed contract. The City may investigate the qualifications of any respondent under consideration, require confirmation of information furnished by the respondent, and require additional evidence or qualifications to perform the Services described in this RFP.
The City reserves the right to:
1. Reject any or all proposals.
2. Issue subsequent Requests for Proposal.
3. Postpone opening for its own convenience.
4. Remedy technical errors in the Request for Proposal process.
5. Negotiate with any, all, or none of the Respondents.
6. Solicit best and final offers from all or some of the Respondents.
7. Select one or more Respondents.
8. Accept other than the lowest proposed fees.
9. Waive informalities and irregularities in proposals.
Public Records
All proposals submitted in response to this RFP become the property of the City of Richmond and public records and, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by the City of Richmond if clearly marked with the word "confidential" on each applicable page. Trade secrets may be marked as confidential only to the extent they meet the requirements of California Government Code section 6254.7. Only information claimed to be a trade secret at the time of submittal to the City of Richmond and marked as "confidential" will be treated as a trade secret.
Insurance Requirements
The City of Richmond requires consultants doing business with it to obtain insurance, as shown in RFP Attachment 2. The required insurance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the Project.
Business Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived.
Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance (Richmond Municipal Code (RMC) Chapter 2.28), Business Opportunity Ordinance (RMC Chapter 2.50), Local Employment Program Ordinance (RMC Chapter 2.56), Living Wage Ordinance (RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Employment Applications (“Ban the Box”) (RMC Chapter
2.65), which are incorporated into the Contract Documents by this reference.
Collusion
By submitting a proposal, each respondent represents and warrants that its proposal is genuine and not false or collusive or made in the interest of, or on behalf of any person not named therein; that the respondent has not directly or indirectly induced or solicited any other person to submit a false proposal, or any other person to refrain from submitting a proposal; and that the respondent has not, in any manner, sought collusion to secure any improper advantage over any other person submitting a proposal.
Withdrawal of Proposals
A respondent may withdraw their proposal before the expiration of the time for submission of proposals by delivering to the Finance Department a written request for withdrawal signed by, or on behalf of, the respondent.
Ownership of Documents
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials produced for the Project shall be the sole and exclusive property of the City. No such materials or properties produced in whole or in part for the Project shall be subject to private use, copyrights, or patent rights by Respondent in the United States or in any other country without the express written consent of the City. The City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright, or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced for this project.
PROPOSAL EVALUATION AND SELECTION PROCESS
All proposals shall be reviewed to verify that the Respondent has met the minimum requirements. Proposals that have not complied with requirements, do not meet minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions of the Service Agreement, will be eliminated from further consideration.
Proposals will be reviewed and evaluated by an evaluation committee comprised of City of Richmond personnel.
The City reserves the right to reject any or all proposals, or to make no award. The City also reserves the right to require modifications follow-up with requests for additional information, including, but not limited to, follow-up interviews. The City may request Best and Final offers based upon improved understanding of the offers or changed scope of service. The City will negotiate with that vendor to determine final pricing, and contract form. Because this proposal is negotiable, all pricing data will remain confidential until after award is made, and there will be no public opening and reading of Proposals. Overall responsiveness to the RFP is an important factor in the evaluation process.
Vendors that meet the minimum qualifications may be invited to a “Phase II” meeting/demonstration for the evaluation committee for further clarification and consideration. The criteria upon which the evaluation of the proposals will be based include, but are not limited to, the following:
Experience/Past Performance/References – 20%
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFP; number of years of experience in performing similar work.
Scope of Work, Methodology and Proposal – 40%
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner.
Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
Cost Proposal – 40%
After the proposals are opened, but prior to award, the City may elect to conduct negotiations with the highest ranked proposal respondents for purposes of:
x Resolving minor differences and information
x Clarifying necessary details and responsibilities
x Emphasizing important issues and points
x Receiving assurances from respondents
Selection may be made without further discussion, negotiations, or Offeror’s presentations; therefore, Offeror shall offer the most favorable terms in response to this RFP. Offeror must demonstrate an understanding of the scope of service to be provided and the ability to accomplish the tasks set forth. Offeror shall include information that will enable the City to determine the Offeror’s overall qualifications.
The City reserves the right to request additional information or clarification on any matter included in the proposal response, to enable the City to arrive at the final award decision.
Award
When the Review Panel has completed its work, Police Department personnel will then work with the Respondent to complete the administrative paperwork.
City of Richmond
Project Participation Report for Project Automated Audio and/or Text Notification Service Issued on 11/16/2021
Bid Due on December 09, 2021 5:00 PM (PST)
Exported on 01/25/2022
Vendor Name Notified Prospective Bidder Downloaded Files Bidder 10‐8 Systems X
49er Communications, Inc X
4matix X
648 Group X
AAMCOM X
ADS Consulting Group, Inc X
AIM Consulting Services X
AIS Market Reserch, Inc X
AIXTEK X
AJK Communications, Inc. X
AMS CONSULTING, LLC X
AMS.NET X
AT&T X
AT&T X
Aanko Technologies Inc. X
Ability Answering Service X
Accela Inc. X
Adaptive Networks, LLC X
AdvanTel Inc X
Advantage Total Protection Inc. X
Advantel, Inc X
Aegis ITS X
Agiline X
Agiline LLC X
Airborne Biometrics Group, Inc. X
Airespring X
Alarm Program Systems LLC X
Allan San Diego X
Allied Network Solutions, Inc X
Altec Systems Inc X
Alternate Networks Inc. X
AltiGen Communications X
Amenta Systems Research and Development X
American Integrated Security Group X
Amicus Unlimited Inc X
Anacomp Doculynx X
Analytica Consulting X
Angel Electric X
Anovo Systems X
Apple Inc. X
Applied Development Economics X
Applied Technology Group, Inc. X
Applied Technology Group, Inc. X
Aquadyne Associates X
Arrow Sign Company X
Aruba Networks, Inc X
Asentex, Inc X
At&T X
AtHoc X
Atria infotech Services X
Audio Images Corporation X
Audracom Communications X
Aura Management Consulting, LLC X
Auriga Corporation X
Aurostar Corporation X
Auto‐Graphics, Inc. X
Autocene, Inc. X
Avaya, inc X
Avidex Industries, LLC X
Axxera Inc X
Azuga, Inc. X
Azusa Technology X
BBC Home Entertainment X
BEAR COMMUNICATIONS X
BLD Consulting X
Baber Technical Consulting X
Battery Systems, Inc. X
Bayen Group X
Bear Cloud Technologies X
Best Buy X
Bid Ops Inc. X
Birdi And Associates,Inc X
BizzyB Technologies X
Bloei‐Bloom Educational Enrichment X
Blue Fifteen, LLC X
Blue Violet Networks X
Brenda D. Davis X
Briarwood Communications X
Broadband Asset Strategies, LLC X
Brown Technical Services Inc., DBA Government Technology Depot X Bruihl Legal Services X
Burwood Group X
Business Advantage Consulting X
C & L Business Solutions X
C R T Electrical (CAL# 879621) X
CBX Technologies<Inc X
CCT Technologies, Inc X
CDCE INC X
CE Supply, LLC X
CPAC, Inc. X
CRW Systems, Inc X
Calcon Systems Inc. X
California Fire Life Safety Systems X
California Integrated Solutions,Inc. X
California Media Solutions, Inc. X
California Western Visuals X
Call 24 Communications, Inc. X
Canon Business Solutions X
Capitol Digital X
Capture Technologies X
Cartridge Discounters X
Ceed Security Corporation X
Channel Performance, Inc. X
Charity IT X
Cisco Systems X
City Data Services X
City of Richmond Contract Compliance X
Civica Software X
Civilian X
Clare Comnputer Solutions X
Clary Business Machines X
ClientFirst Consulting Group, LLC X
Coast Networks, Inc. X
Coast to Coast X
Coast to Coast Computer Products X
CodeCombat, Inc. X
Cogent Integrations ‐ Education Consultants X
Comcast Corporation X
Comletric, Inc X
Commline, Inc. X
Complete Tablet Solutions X
CompuCom Systems Inc. X
Compulink Management Center, Inc. X
Computer 1 Products of America, Inc X
Conti Corporation X
Convenient Payments X
ConvergeOne X
Cool Technology X
Cornerstone Consulting & Tech X
Corodata Records Management, Inc. X
Corporate Education Government Computer X
Covert Surveillance Solutions X
Crosspoint Network Solutions, Inc X
Crowne Hill Consulting Group Inc. X
CueHit Inc. X XX
Custom Protection and Investigation X
CyberNet Consulting, Inc. X
D&S Enterprise Group, Inc. X
DILTEX INC X
DMullisInsurance XX
DTC X
DVBE Connect, Inc X
Daedalus Technologies, Inc. X
Daniel J Fingerman X
Dasher Technologies Inc X
Data Ticket, Inc X
DataGear Inc. X
Dataimpressions X
Datalink X
Datastew LLC X
David Carroll Associates, Inc. X
Davis Chapel X
Day Management Corporation X
Daystrom INC X
Decision Management Corporation X
Delta Wireless X
Deltek XX
Denovo, LLC X
DiLytics Inc. X
Diamond Web Services X
Dieanne Smith X
Digital Design Commucations X
Digital Disclosure X
Direct Line, Inc. X
DirectApps, Inc X
Discount Two‐Way Radio X
DiscoverIT Solutions Inc. X
Ditta Enterprises LLC X
Diversified Communications Services X
Document Tracking Service X
Donatini Inc. dba Johnson Hicks Marine X
DuraTech USA, Inc. X
Dynamic Systems, Inc. X
E.K. Associates X
ECKERSALL, LLC X
ECS IMAGING INC X
ECS Imaging, Inc. X
EDC Systems X
EMR CPR X
EPC Electric Inc. X
EPC IT Solutions X
EPIC Global Logistics X
Elation Systems, Inc. X
Emanio, Inc. X
Embtel Solutions inc X
En Pointe Technologies X
Enterprise Wireless Business Solutions X
Environmental Systems Research Institute, Inc X
Ephesoft X
Epko Construction, Inc. X
Eric Barnhart X
Eric Yung X
Estuate X
Etairos Corp. X
Everyone Hacks X
EyeP Solutions X
Eyep Solutions X
Felix O Dev X
Ferbak Inc. X
Fiber Light Communications X
FirstCarbon Solutions X
Fisher Executive Protection training X
Flatiron Electric Group, Inc. X
Forensic Logic Inc X
Forward Associates, Ltd. X
Freedom Construction X
Future Data Systems X
GA Technical Services, INC X
General Networks Corporation X
George Peters Consulting X
Getac, Inc X
Global CTI X
Global Diversified Voltage Services Inc. X
Global Link Telecommunications, Inc. X
Global technology Solutions', Inc. X
Golden Eagle Technologies X
Golden State Phone & Wireless X
Golden State Utility Co X
Govplace X
Graybar X
HCI Systems X
HD SUPPLY FACILITIES MAINTENANCE, LTD. X
HEADSET BROTHERS, INC X
HP COMMUNICATIONS INC X
HP Enterprise Services, LLC X
Hammond Consulting LLC X
Hartman Consulting X
Help My Community ‐ PMB Inc. X
Henry Brothers Electronics X
Hewlett‐Packard X
Hewlett‐Packard X
High‐Tech Electric X
Hubb Systems, LLC X
Hurrikan Inc X
IBM Corporation X
ICE Consulting, Inc. X
IES Commercial, Inc. X
IMS XX
ISN Global Enerprises X
Identacs, LLC X
Imani Davis X
Incarcerated Men Putting Away ChildishTh X
Inet X
InitialOne LLC X
Inland Business Systems X
Inspironix, Inc. X
Integrated Archive Systems X
Intellectyx, Inc X
Intelletrace, Inc. X
IntelliTime Systems Corporation X
Intelligent Network Communications, Inc. X
Intentional Management In X
Interloc Solutions X
Intratek Computer, Inc. X
Iteris X
JK Seva, Inc X
JLS Innolab X
JM Alliance, Inc. X
JM Fiber Optics, Inc. X
JM Integration LLC X
JOE MAR POLYGRAPH & INVESTIGATIVE SERVICES X
JTM Groupe X
Jack Frost Design X
Jada Systems, Inc. X
Jan D Dugger X
Jason Winkler X
Jerry Richardson X
KBA Docusys, Inc X
KNC Strategic Services X
Kaptivating Kool Kids X
Kaygen, Inc. X
Kforce Inc. X
Khavarian Enterprises Inc X
Khavarian Enterprises, Inc. X
Kofax X
Konica Minolta Business Solutions U.S.A, Inc. X
Konica Minolta Business Solutions USA, Inc. X
Kovarus/AHEAD X
Kray Cabling, Inc. X
L. D. STROBEL CO., INC. X
LC Action Police Supply X
LCPtracker, Inc. X
LOGIC PLANET CS INC X
LOTUS USA,INC XX X
Law office of ayana k. Young X
Lett Technologies X
Level 4 Hardware X
Lilien LLC X
Linea Solutions X
Lloyd F. McKinney Associates, Inc. X
Logical Design, Inc. X
LogixService Inc X
Lotus USA Inc. X
M&m Docx X
MCC Control Systems LLC dba PRIMEX X
MINAKO AMERICA CORPORATION X
MK MANAGEMENT, INC. X
MRC Smart Technology Solutions X
MRC, Smart Technology Solutions X
MW Partners X
Macias Gini & O'Connell LLP X
Main Hire Staffing & Outsourcing X
Manley Solutions, INC X
Mapistry X
Maverick Networks, Inc. X
Max Interactive, Inc X
Medata X
Media Vision Integration X
Meijun, LLC X
Mekaza Staffing X
Menlo Technologies X
Merritt Communcations, Inc. X
Metro Print and Mail Solutions X
Micro‐Easy Computer Enterprises, Inc X
MicroPac Technologies, Inc X
Millennium Franchise Group, LLC X
MindK LLC X
Mobile Radio Engineers X
Mobile Radio Engineers X
Motorola X
Motorola, Inc. X
Municipal Resource Group LLC X
Mvation Worldwide Inc. X
NBS Government Finance Group X
ND Technology X
NEW TECHNICAL SOLUTIONS X
NWN Corporation X
Nerd Crossing X
NetSfere XX
NetVersant Solutions X
NetXperts Inc. X
Netronix Integration Inc. X
Netswitch Inc X
Network Access Solutions, Inc. X
Network Management Corporation X
Netxperts X
New Horizons Learning Group X
New Tech Solutions, Inc. X
Nexus IS Inc. X
NexusIS Inc. X
Nimbus Software Inc. X
Nitech X
Nonagon Technology Corp X
Novatime Technology Inc X
OMNI Consulting Solutions X
OSI Hardware X
Odin Systems LLC X
OfficeMax Inc. X
Ojo Technology Inc. X
Olson Representatives X
Omkar Solutions Inc. X
Omni Mountain LLC X
OnTime Tech Company X
OneWorld Communications X
OpenText, Inc X
Oracle America, Inc. X
Oready LLC X
PACIFIC OFFICE AUTOMATION X
PBS Engineers, Inc X
PCMG, Inc. X
PLCs Plus International X
Pacific Datacom Systems Inc. X
Pacific IC Source X
Packet Fusion, Inc. X
Peacock Enterprises Inc. X
Peregrine Technologies, Inc. X
Personal Protective Services, Inc. X
PharSide Solutions X
Planet Cellular Inc X
Precision Material Management, LLC X
Presidio West X
Prime Government Solutions X
Professional Telecommunications Services X
Professional Telecommunications Services, Inc X
Public Interest Telecom of California X
Public Safety Innivation X
Quagga Corporation X
Questivity Inc X
Quorum Technologies, Inc. X
R Mo LLC X
R‐Computer Inc. X
RITUHWE X
RadioMate Corporation X
Radonich Corp X X
Rapid Notify Inc. X
Rattle Tech LLC X
Ray Morgan Company X
Raycom Data Technologies, Inc X
Red Beach Advisors X
Red Cloud, Inc. X
Reliable Supply, Inc. XX
Ricoh USA X
Ricoh USA, Inc X
RobotLAB X
Ross Construction Services X
Rugged Notebooks X
S Browne Supply X
SAN FRANCISCO PUBLIC UTILITIES COMMISSION X
SAS Institute X
SESCO Electrical Inc X
SIGMAnet, Inc. X
SILVERADO AVIONICS, INC X
SMILE BUSINESS PRODUCTS INC X
SPIDR Tech X X XX
SYSTEMSY2K X
Saalex Corporation X
Saama Technologies, Inc. X
Sacramento IBS Inc X
Saitech Inc. X
Salesforce XX X
Salvador Godinez Jr X
Satwic Inc X
Scottel Voice and Data, Inc X
Senspex Technical Services. LLC X
Serv3 Inc X
Servexo Protective Services X
Shade & Putnam Technology Solutions X
Shared Technologies X
Shared Technologies, Inc. X
Silicon Avenue Technologies Inc X
Silverman & Light, Inc X
Sipracorp X
Sky Technology Solutions X
Slalom X
SmartWAVE Technologies X
Soft HQ X
SoftSol Technologies X
Solar Holmes Construction X
Solectek Corporation X
Sonic.net, Inc. X
SouthTech Systems X
Splash Factory X
Stantec Consulting Services Inc. X
Staples X
Status Not Quo, Inc. X
Strategic Alliance Protective Services X
Sun Ridge Systems, Inc. X
Sunny City Enterprises, Inc. X
Support Systems International X
SurveillanceGrid Integration Inc X
SyTech Solutions, Inc X
Systems and Space X
TCG International, LLC X
TECH ICON SOLUTIONS INC X
TECH MASTERS X X X
THE COMPUTER GUYS, INC X
TONERIMAGING X
Team Legal, Inc. X
Technigami X
Teledynamic Communications, Inc. X
Telewave, Inc. X
Terrapin Systems X
Teruko Weinberg, Inc. X
Tesco Controls, Inc. X
Tesco Controls, Inc. X
The Illusion Factory X
The Sales Group, Inc X
The Sextant Group, Inc. X
The Stride Center X
Tier Five Solutions X
Todays Youth Matter X
Toshiba America Information Systems X
Tredent Data Systems, Inc. X
TriTech Software Systems X
Trigen Technologies, Inc. X
Trinity Networx, LLC X
Trinus Corporation X
TruView BSI, LLC X
Tyco Integrated Security X
US Computers Inc X
UnitedLayer X
Utopia Distributors X
VESTRA Resources, Inc. X
VIGILANT SOLUTIONS X
VMI, Inc. X
VOX Network Solutions X
VOX Network Solutions X
VSolvit X
ValueCAD X
Vanersity Tech Inc. X
VarData X
VastEdge Inc X
Verdant Solutions, Inc. X
Verism Systems, Inc X
Verizon Business Networks X
ViaTRON Systems Inc X
Video Voice Data Communications X
Virtunet Systems X
VoIPTREX X
Volcan Group Inc. X
WATTCO X
WPCS International‐Suisun City Incorpora X
Warner Munger, INC. X
WeCare Wireless Networks, Inc. X
Western Integrated Systems X
Wildermuth Environmental, Inc. X
Williams USA Inc. X
Wingman Legal Tech X
Winlad Electrical Controls LLC X
XG Communities LLC X
Yaaga Inc X
Young Electric X
bvnvbnvbn XX
crisisgo Inc XX
e2020 Technology X
ePlus Technology X
eRepublic X
ea Consulting, Inc. X
fenn Bridge X
iPrint Technologies X
kn inc XX
msit staff llc X
nDataStor X
sevenoutsource XX
srs consulting inc X
tempco X
vCloud Tech Inc. X
west coast police & fire X
western data memories X
TOTALS 509 15 14 2
Rater 1 Rater 2 Rater 3 Total
CueHit 15 15 5 35
SPIR‐Tech 20 20 20 60
Rater 1 Rater 2 Rater 3 Total
CueHit 40 40 30 110
SPIR‐Tech 40 35 35 110
Rater 1 Rater 2 Rater 3 Total
CueHit 40 40 40 120
SPIR‐Tech 20 30 10 60
Rater 1 Rater 2 Rater 3 Total
CueHit 95 95 75 265
SPIR‐Tech 80 85 65 230
Rating Summary (300 Points Max)
Experience/Reference (20 Points Max)
Scope of Work (40 Points Max)
Total Cost of Ownership (40 Points Max)
Year 1 Year 2 Year 3 Year 4
CueHit 9,500.00 $ $ 9,975.00 $ 10,474.00 $ 10,997.00 SPIDR‐Tech 44,550.00 $ $ 44,550.00 $ 44,550.00 $ 44,550.00
Year 5 TCO
$ 11,547.00 $ 52,493.00
$ 44,550.00 $ 222,750.00
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:
PRODUCER
(A/C, No, Ext): PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
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).
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.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR WVDADDL
INSD
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. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
2/4/2022
ABD Insurance & Financial Services
777 Mariners Island Blvd Suite 250
San Mateo, CA 94404 650-488-8565
www.theabdteam.com Berkley National Insurance Company 38911 Berkley Regional Insurance Company 29580
Steadfast Insurance Company 26387
A ✓ TCP 7011473 8/25/2021 8/25/2022
✓
B TCA 7011474 8/25/2021 8/25/2022
✓ ✓
A ✓ ✓ TCP 7011473 8/25/2021 8/25/2022
10,000
A TWC 7011475 8/25/2021 8/25/2022 ✓
C E&O/Network Security and Privacy EOC 6219893 - 02 9/25/2021 9/25/2022 Limit: $3,000,000 Incl. Cyber and Data Breach
Rod Sockolov
Cert Request
[email protected]
✓
Governmentjobs.com, Inc. (NEOGOV)
300 Continental Blvd. Suite 565
El Segundo CA 90245
66615297
Evidence Only
RE: Evidence of Insurance.
1,000,000
1,000,000
15,000
1,000,000
3,000,000
3,000,000
1,000,000
5,000,000
5,000,000
1,000,000
1,000,000
1,000,000
66615297 | 21-22 All/E&O $3M/Privacy $3M | Patra (1) | 2/4/2022 8:14:31 AM (PST) | Page 1 of 1
July 26, 2022
Police Department
DATE: July 26, 2022
TO: Mayor Butt and Members of the City Council
FROM: Louie Tirona, Assistant Chief of Police
Subject: Redaction Service for Body Worn Camera (BWC) Footage and Other Videos
FINANCIAL IMPACT: The amendment amount of $14,250 will come from the Police Department’s approved budget for fiscal year
2022-2023 set aside for police video redaction services to comply with state law mandates (01191021-400209).
PREVIOUS COUNCIL
ACTION:
A prior short-form contract in the amount of $9,500 was utilized. The significant increase in the number of Public Record Act (PRA) requests have led to an overall
increase in contract amount.
STATEMENT OF THE
ISSUE:
The Police Department’s (PD) current redaction services contract is running low on available billable hours, and in order to comply with State law under SB1421 pursuant to PRA requests for Body Worn Camera footage and other
video's under SB1421, the PD is requesting a contract
amendment to add additional funding and time.
RECOMMENDED ACTION: APPROVE a first contract amendment with Veritone, Inc. to add $14,250, for a total not to exceed amount of
$23,750, for redaction services to comply with State law under SB1421 pursuant to Public Record Act (PRA)
requests for Body Worn Camera footage (BWC) and
other videos possessed by the Richmond Police
Department, for an extended term through November 30,
2023 – Police Department (Louie Tirona 621-1802).
AGENDA
REPORT
July 26, 2022
DISCUSSION:
Senate Bill 1421 (SB1421) is a California State law that grants the public access to police records relating to sexual assault, acts of dishonesty, and use of force incidents.
The bill was signed into law and took effect on January 1, 2019.
The California Public Records Act (CPRA) requires that state and local agencies make public records available, subject to certain circumstances and exceptions. "Records" means all documents related to the incident, including any reports created by the agency, the records of its investigations, photographic and video evidence, and the agency's disciplinary decisions.
Redactions of information are mandated under Penal Code 832.7. Information to be redacted includes personal data/information, anonymity of complainants/witnesses, confidential medical/financial information, specific information that would pose a significant danger to the physical safety of another, and when specific facts where the public interest served by not disclosing information clearly outweighs the public interest served by disclosure.
Beginning in January 2019, the City of Richmond has received an abundant amount of CPRA requests under SB1421 from various entities, including community members, universities, media, etc. The Richmond Police Department (RPD) had no resources or personnel dedicated to providing redacted materials under these requests. Outside of utilizing some Press Information Staff or personnel on "light (desk) duty," this work was delegated to the Office of Professional Accountability (OPA) staff of RPD, which included three persons. This intensive and time-consuming task was in addition to their essential accountability duties to investigate alleged misconduct of RPD personnel.
An example of the intensive and time-consuming nature of obtaining, documenting, sorting, reviewing, and determining what was releasable and redacting BWC footage and videos is that it takes an estimated five (5) hours to provide one (1) hour of redacted material.
The City of Richmond and CPRA requestors litigated various aspects in court from 2019-2020. The court concluded and ordered RPD to produce six (6) hours of redacted BWC footage and videos per week to address the expansive and post-dated relevant materials under SB1421 back to 2014.
From this court decision, OPA began producing the required materials using various offthe-shelf software programs, such as Adobe Premiere, Photoshop, Adobe Professional, and even the newly launched AXON redaction owned by RPD. Learning a new field of video and audio redaction and producing quality materials that did not violate Penal Code 832.7 PC was daunting and time-consuming, requiring work outside of regular paid working hours. AXON's launched redaction software is complicated to produce materials and takes twice as long to make any acceptable materials. This doubles personnel hours to perform an aspect of work outside of the regular personnel duties,
July 26, 2022
resulting in an unacceptable and prolonged delay of primary accountability processes and misconduct investigations.
To comply with the timeline mandated by the court, we contacted Veritone, Inc., a company successfully utilized by law enforcement agencies for redaction services. In addition, their software is more user-friendly, and it takes a shorter period of time for a new user to become adept at it. As a result, we entered into a pay-as-you-go trial agreement with Veritone, Inc. in 2020 and entered into a one year contract in 2021. Our 2021 contract period ends in November 2022; however, we have exhausted all but six (6) of 100 hours. As a result, we will have zero hours by the end of July 22, 2022, and will be left without the ability to redact any BWC footage or videos, falling short of our court-ordered six (6) hours of production content required each week. Therefore, RPD staff is requesting City Council approval of the contract amendment.
DOCUMENTS ATTACHED:
Attachment 1 – Original Contract
Attachment 2 – Amendment to the Contract
Attachment 3 – Veritone Agreement Amendment No. 1
Attachment 4 – Veritone Agreement
Attachment 5 – Veritone Master License Terms and Conditions
CITY OF RICHMOND
SHORT FORM CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
1. Parties. The parties to this Agreement are the City
of Richmond (herein referred to as the “City”) and the
following named Contractor:
(Company)
(Street Address)
(City State, Zip Code)
(Contract Person)
(E-mail)
(Telephone)
(Fax Number)
Richmond Business License No.
Expiration Date:
7. Supplemental Conditions. This
Contract is subject to the Supplemental
Conditions and Special Conditions (if
applicable) attached hereto, which are
incorporated herein by this reference.
8. Insurance Provisions. This Contract is
subject to the Insurance Provisions which
are attached hereto and are incorporated
herein by this reference.
9. Signatures. These signatures attest the
parties’ agreement hereto:
CITY:
CITY OF RICHMOND, CA
a municipal corporation
By:
City Manager or Designee Signature
CONTRACTOR:
By:
Signature Date:
Short Form Contract/EJ/TE 11-30-07
Richmond Police Department Eric Tam
[email protected] (510) 621-1819
Description of Services:
Audio/video redaction services - Software as a Service (SaaS) Veritone
575 Anton Blvd, Ste 100
Costa Mesa, CA 92626
Aviv Redlich
[email protected]
(949) 298-6660
2. Term. The effective date of this Agreement
is December 1, 2021
and it terminates November 30, 2022
unless sooner terminated as provided herein.
3. Payment Limit. City’s total payment to Contractor
under this Agreement shall not exceed ($10,000.00)
including expenses unless a contract amendment has
been approved by the City Council or City Manager.
4. City’s Obligations. City shall pay the Contractor a
not to exceed amount of $ 9,500.00
as total payment for all services rendered.
5. Location of Services. Contractor shall perform the
services set forth herein at the following location:
Vendor's premises
___________________________________________
6. Contractor’s Obligations.
To the satisfaction of the City’s Project
Manager, Contractor shall provide the
following services:
Provide Audio/Video redaction SaaS
14460 5886
DocuSign Envelope ID: 6BF09345-C6A7-4363-A386-D1B80164CC41 12/16/2021
For the Contract between the City of
Richmond and
Short Form Contract Supplemental Conditions/EJ/TE 11-30-07
SUPPLEMENTAL CONDITIONS
1. It is expressly agreed that Contractor is to perform the services described herein as an independent contractor pursuant to California Labor Code Section 3353, under the control of the City as to the result of his work only but not as to the means by which such result is accomplished. Nothing contained herein shall in any way be construed to make Contractor or any of its agents or employees, an agent, employee or representative of the City. Contractor shall be entirely responsible for the compensation of any assistants used by Contractor in providing said services.
2. This Contract shall automatically terminate when the total accumulated compensation paid or due to Contractor under this Contract reaches $10,000.00. The City shall not be responsible for compensating Contractor for any amounts in excess of $10,000.00.
3. Either the City or Contractor may cancel this Contract at any time upon giving the other party ten (10) days' written notice of such cancellation. In the event of cancellation, the City shall be liable only to pay to the Contractor compensation for services rendered up to the date of the Contract's cancellation.
4. Contractor shall not assign this Contract, or any part thereof, or any right of the Contractor hereunder without the prior written consent of the City.
5. Contractor shall indemnify, defend and hold the City harmless from and against all claims, demands and causes of action for injury, death or damage to any person or property which may arise or result from the contractor's performance of this Contract or from acts or omissions of any person(s) employed by Contractor.
6. Contractor agrees to observe all applicable laws including, but not limited to, the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond obligating every contractor or subcontractor under a contract or subcontract to the City of Richmond for public works or for goods or service to refrain from discriminatory employment practices on the basis of the race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee of, or applicant for employment with, such contractor or subcontractor.
7. Pursuant to Chapter 7.04 and Section 7.04.160 (f) of the Municipal Code of the City of Richmond, if this Contract does not exceed five thousand dollars ($5,000.00) and if the Contractor does not make more than five thousand dollars ($5,000.00) within the City of Richmond during the fiscal year, then the Contractor shall be exempt from obtaining a City of Richmond business license.
8. If this Contract does exceed five thousand dollars ($5,000.00), or if Contractor does make more than five thousand dollars ($5,000.00) within the City of Richmond during the fiscal year, then a City of Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
Veritone
DocuSign Envelope ID: 6BF09345-C6A7-4363-A386-D1B80164CC41
For the Contract between the City of
Richmond and
Short Form Contract Supplemental Conditions/EJ/TE 11-30-07
SPECIAL CONDITIONS
Veritone
The Supplemental Conditions of the Short Form Contract are hereby amended to include the following modifications:
1. The Services will be subject to the additional terms and conditions set forth in the Veritone License Agreement as attached as Exhibit A, which are incorporated herein by reference.
2. Vendor agrees to furnish the following information when submitting invoices for services rendered: (person who authorize the service (b) case or reference number (c) hours of media processed.
3. Vendor will maintain their services for the duration of this contract by releasing error corrections, bug fixes and patches in accordance with Vendor's regularly schedule release cycles, at Vendor's expense. The City may notify Vendor of any errors by emailing [email protected]. If the upload and processing of a media file fails due to an error in Veritone platform or infrastructure, the City will not be charged to re-upload such file
4. Vendor agrees to maintain and comply with CJIS GovCloud guidelines for the duration of the contract. The City reserve it's rights to cancel the contract for non-compliance with CJIS GovCloud.
DocuSign Envelope ID: 6BF09345-C6A7-4363-A386-D1B80164CC41
For the Contract between the City of
Richmond and
Short Form Contract Insurance Provisions/EJ/TE 11-30-07
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
Veritone
DocuSign Envelope ID: 6BF09345-C6A7-4363-A386-D1B80164CC41
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)
Term, Payment Limit and Service Plan
Payment Limit and Service Plan
Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original
contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amendment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)
1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
____________________________________________________________ (Insert original contract commencement date)
and it terminates
___________________________________________________.
(Insert new contract termination date)
unless sooner terminated as provided herein."
2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”
3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
AMENDMENT NO. 1 TO LICENSE AGREEMENT
This Amendment No. 1 (“Amendment”) is entered into as of November 17, 2021, to amend the License Agreement dated November 17, 2021 (the “Agreement”) between Veritone, Inc. (“Veritone”) and the entity listed under Licensee Information below (“Licensee”).
LICENSEE INFORMATION
Agency Name: Richmond Police Department Billing Contact Information Agency
Address:
1701 Regatta Blvd., Richmond, CA 94804 Contact Name: Accounts Payable Contact Name: Eddie Aubrey Contact Phone: 510-620-6913
Phone: 510-620-6666 Contact Email: [email protected] Email: [email protected] Email for Invoices: Same
AMENDMENTS
1. Defined Terms. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Agreement.
2. Amendment to License Fee. Veritone and Licensee hereby agree that the License Fee in the Agreement shall be deleted and replaced with $14,250.
3. Amendment to Cognitive Processing. Veritone and Licensee hereby agree that the Cognitive Processing section in the Agreement shall be deleted and replaced with: “License includes cognitive processing of up to 150 hours of media uploaded by Licensee through the Redact Application during the Term. Additional processing over 150 hours will be charged at a rate of $95.00 per hour of media uploaded to the Redact Application (“Additional Processing Fees”).
4. Other Terms Unchanged. Except as expressly amended hereinabove, all other terms and conditions set forth in the Agreement shall remain in full force and effect, and the Agreement, as amended by this Amendment, shall continue to be binding on the parties hereto.
ACCEPTED AND AGREED BY:
VERITONE, INC. LICENSEE
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Attachment A
AMENDMENT NO. 1 TO LICENSE AGREEMENT
This Amendment No. 1 (“Amendment”) is entered into as of November 17, 2021, to amend the License Agreement dated November 17, 2021 (the “Agreement”) between Veritone, Inc. (“Veritone”) and the entity listed under Licensee Information below (“Licensee”).
LICENSEE INFORMATION
Agency Name: Richmond Police Department Billing Contact Information Agency
Address:
1701 Regatta Blvd., Richmond, CA 94804 Contact Name: Accounts Payable Contact Name: Eddie Aubrey Contact Phone: 510-620-6913
Phone: 510-620-6666 Contact Email: [email protected] Email: [email protected] Email for Invoices: Same
AMENDMENTS
1. Defined Terms. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Agreement.
2. Amendment to License Fee. Veritone and Licensee hereby agree that the License Fee in the Agreement shall be deleted and replaced with $14,250.
3. Amendment to Cognitive Processing. Veritone and Licensee hereby agree that the Cognitive Processing section in the Agreement shall be deleted and replaced with: “License includes cognitive processing of up to 150 hours of media uploaded by Licensee through the Redact Application during the Term. Additional processing over 150 hours will be charged at a rate of $95.00 per hour of media uploaded to the Redact Application (“Additional Processing Fees”).
4. Other Terms Unchanged. Except as expressly amended hereinabove, all other terms and conditions set forth in the Agreement shall remain in full force and effect, and the Agreement, as amended by this Amendment, shall continue to be binding on the parties hereto.
ACCEPTED AND AGREED BY:
VERITONE, INC. LICENSEE
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
LICENSE AGREEMENT
This License Agreement (“Agreement”) is entered into as of the date of the last signature below (“Effective Date”) by and between Veritone, Inc. (for itself and/or its subsidiaries), having a principal office located at 575 Anton Boulevard, Suite 100, Costa Mesa, CA 92626 (“Veritone”) and the entity listed under Licensee Information below (“Licensee”), with respect to license(s) to Veritone’s aiWARE Platform and related Services.
LICENSEE INFORMATION
Agency Name: Richmond Police Department Billing Contact Information Agency Address: 1701 Regatta Blvd, Richmond, CA 94804 Contact Name:
Contact Name: Eddie Aubrey Contact Phone:
Phone: (510) 620-6666 Contact Email:
Email: [email protected] Email for Invoices:
LICENSE AND SERVICES DETAILS
Term: Start Date: December 1, 2021 End Date: November 30, 2022 No. of Users: Unlimited Users License Fee: $9,500
Services: - Veritone aiWARETM Platform Access
- Veritone Redact Application
- Cognitive Processing (detailed below)
- Standard webinar training and onboarding; technical support via email Cognitive
Processing:
License includes cognitive processing of up to one hundred and ten (110) hours of media uploaded by Licensee through the Redact Application during the Term. Additional processing over 110 hours will be charged at a rate of $95.00 per hour of media uploaded to the Redact Application (“Additional Processing Fees”).
TERMS AND CONDITIONS
1. Master License Terms and Conditions. This Agreement is governed by the Veritone Master License Terms and Conditions (GLC) at https://unlock.veritone.com/license-terms-glc (the “Terms and Conditions”), which are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions contained in the Terms and Conditions, the provisions of this Agreement shall govern and control. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Terms and Conditions.
2. Redact Application and Cognitive Processing. During the Term, Veritone will provide Licensee with access to the Redact Application and the cognitive processing specified above. Cognitive processing will be via an automated process within the Platform. Licensee will be responsible for uploading media in a format reasonably required by Veritone in order to ingest and process the media through the Redact Application. Licensee represents and warrants that it has the right to furnish to Veritone and to use such media in connection with Licensee’s use of the Platform and Services.
3. Limitations. Licensee acknowledges that the Redact Application is intended to be used by Licensee only as a tool to support review and redaction of audio files and/or video footage, and the Redact Application and the results generated therefrom should not be considered or relied upon as a substitute for Licensee’s customary review and redaction procedures. Licensee acknowledges that there are inherent limitations in artificial intelligence technologies, and Veritone makes no representations or warranties as to the accuracy, quality, sufficiency or usefulness of the results generated by the Redact Application. Licensee is solely responsible for verifying all results generated by the Redact Application as part of its customary review and redaction procedures.
4. Payment Terms. The License Fee will be invoiced upon execution of this Agreement and will be due and payable upon receipt of invoice.
Thereafter, subject to credit approval, Veritone will submit invoices on a monthly basis for the Additional Processing Fees incurred during the previous month (if any), and such invoices will be due and payable by the first day of the month following the invoice date.
Notwithstanding the foregoing, if the total Additional Processing Fees incurred during a calendar month are less than $50.00, Veritone may, in its sole discretion, delay invoicing of such Additional Processing Fees until the total Additional Processing Fees incurred but not yet invoiced exceed $50.00. All amounts are payable in U.S. dollars.
5. Authority. The person executing this Agreement on behalf of each party represents and warrants that he or she has full authority to execute the same on behalf of such party, and that no other actions or approvals are required for such party to enter into this Agreement and perform its obligations hereunder.
ACCEPTED AND AGREED BY:
VERITONE, INC. LICENSEE
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Accounts Payable
510-620-6913
[email protected]
same
GLC - Rev 20210324
1 VERITONE, INC.
MASTER LICENSE TERMS AND CONDITIONS (GLC)
These Master License Terms and Conditions (GLC) (“Terms and Conditions”) apply to any License Agreement related to a license to access and use the Platform and associated Services (as such capitalized terms are defined hereinbelow) that references to these Terms and Conditions.
1. License Agreement; Controlling Terms. For purposes hereof, “License Agreement” shall mean the written license agreement, order form, subscription form, statement of work or other written document that evidences the purchase by a licensee (“Licensee”) of a license to access and use the Platform and Services from Veritone, Inc. or one of its subsidiaries (collectively, “Veritone”), either directly or through an authorized reseller of Veritone. The “Platform” means the Veritone aiWARETM artificial intelligence (AI) operating system, the aiWARE suite of applications and other platforms and applications provided by Veritone, as applicable. The “Services” means the specific applications and services (such as AI processing, automated workflows, analytics, data storage and/or transfer) made available to Licensee through the Platform, and any related configuration, installation, support and other services. The specific types and volumes of Services, fees and payment terms, number of authorized users (as applicable), and the term of the license shall be as set forth in the License Agreement. The License Agreement may also contain other license-specific terms and conditions. In the case of a License Agreement entered into directly between Veritone and Licensee, (a) the License Agreement and these Terms and Conditions are collectively referred to herein as this “Agreement”; (b) in the event of any conflict or inconsistency among the terms and conditions set forth in the License Agreement and in these Terms and Conditions, the rights and obligations of the parties shall be interpreted based on the following order of priority: (1) the License Agreement and (2) these Terms and Conditions; and (c) this Agreement constitutes the complete and exclusive agreement between Veritone and Licensee with respect to the Platform and Services, superseding and replacing any and all prior agreements, communications, and understandings, both written and oral, regarding such subject matter, and no additional or different provision contained in any purchase order form, order acknowledgment form, invoice or similar form of either party will be effective. In the case of a License Agreement entered into between Licensee and an authorized reseller of Veritone, these Terms and Conditions are referred to herein as this “Agreement” and represent the agreement between Veritone and Licensee governing the license(s) to the Platform and Services being purchased by Licensee from such reseller under that separate License Agreement, and Licensee acknowledges and agrees that Veritone is an intended third party beneficiary of such License Agreement with respect to this Agreement and, therefore, may enforce its rights hereunder directly against Licensee.
2. License, Reservation of Rights, Restrictions.
2.1. License. Veritone hereby grants to Licensee, during the Term (as defined in Section 7 below), a non-transferable, non-sublicensable, nonexclusive, revocable license to access and use the Platform and Services, subject to the terms and conditions set forth in this Agreement, solely for Licensee’s internal business purposes (the “License”).
2.2. Reservation of Rights. The Platform and Services are licensed by Veritone to Licensee, and not sold. Licensee acquires only the right to use the Platform and Services in accordance with this Agreement and does not acquire any rights of ownership. Nothing herein shall be construed to transfer any rights, title or ownership of any Veritone or Veritone-licensed software, technology, materials, information or Intellectual Property Rights to Licensee. All right, title and interest (including all Intellectual Property Rights) in and to the Platform and Services shall at all times remain the sole and exclusive property of Veritone and/or its respective licensors and all use thereof shall inure to the benefit of Veritone and/or its respective licensors. Except as expressly set forth in this Agreement, no right or license, express or implied, is granted to Licensee or any third party by estoppel, implication, exhaustion or other doctrine of law, equity or otherwise with respect to any product, service, software, technology, materials, information or Intellectual Property Rights of Veritone or its affiliates or licensors. “Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership including patents, patent rights, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), publicity rights and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefore and rights to apply for any of the foregoing.
2.3. Third Party Licenses. Certain software components of the Platform and Services are supplied pursuant to license agreements from third parties, and Licensee agrees that Licensee’s use of the Platform and Services shall be subject to the provisions of such third party license agreements.
2.4. Restrictions.
(a) License Restrictions. Licensee agrees to use the Platform and Services only for lawful purposes and only as expressly authorized under this Agreement. Without limiting the generality of the foregoing, except as expressly authorized hereunder, Licensee agrees that it shall not, directly or indirectly: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display or otherwise make the Platform or Services, in whole or in part, including any content or data derived therefrom that is not directly owned by Licensee or for which Licensee has all necessary rights, available to any third party; (ii) reverse engineer, decompile, disassemble, modify, translate, reconstruct, omit, distort, obscure, copy or create derivative works of all or any portion of the Platform, Services, any underlying software, or any other Veritone Property (as defined below), or otherwise attempt to access the source code of the Platform or Services; (iii) incorporate any portion of the Platform or Services into Licensee’s own programs or compile any portion of them in combination with Licensee’s own programs; (iv) store or otherwise capture to physical media, or enable a third party to store or capture, the Platform or Services or any portion thereof; (v) permit any persons, other than Licensee’s authorized users for which Licensee has procured User IDs pursuant to the License Agreement, to access and use the Platform or Services; (vi) upload or transmit through the Platform or Services any material, content, media or data (collectively, “Licensee Content”) with respect to which Licensee does not either own all right, title and interest or have the appropriate license(s) for lawful use, or otherwise violate or infringe upon the intellectual property rights of any third party in Licensee’s use of the Platform or Services, including the use or distribution of any data derived from the Platform or Services; or (vii) violate any laws, rules or regulations in connection with its use of the Platform or Services, including any data or content contained in, transmitted through or derived therefrom.
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2 (b) Prohibited Acts. Licensee acknowledges and agrees that Licensee is prohibited from doing any act that may have the effect of undermining the integrity of the Platform, Services, any related computer systems, infrastructure or environment, or the methods by which Veritone provides Services to users. Without limiting the generality of the foregoing, Licensee agrees that it shall not, directly or indirectly: (i) defeat, circumvent or modify any authentication technology or other security measures, controls, limitations, or content or functionality filters contained in or associated with the Platform or Services, or otherwise attempt to access any aspect of the Platform or Services that Licensee has not been granted authorization to access under the License Agreement; (ii) deploy or facilitate the use or deployment of any script, routine, robot, spider, scraper or any other automated means, method or device with respect to Licensee’s access and use of the Platform and Services for any purpose, including to access, view, select, or copy in whole or in part, any content, program, functionality of the Platform or Services, or any other proprietary information or trade secret of Veritone that is made available through the Platform or Services; (iii) deploy or facilitate the use or deployment of any program, system, means, method or device, for any purpose that places an unreasonable, unnecessary or excessive demand or load on the Platform, Services, or related hardware and connections, or prohibits, denies or delays access to Services by other users or otherwise threatens the continuous services of Veritone’s ISPs, suppliers and vendors; (iv) introduce into the Platform or Services any program, executable file or routine (such as a worm, Trojan horse, cancel-bot, time bomb or virus) irrespective of whether any such program or routine results in detrimental harm to the Platform, Services, or any underlying systems or programs; (v) remove any proprietary notices, labels or marks from the Platform or Services; (vi) establish any direct or deep link or other connection to any specific page or location within the Platform or Services, other than the Platform log-in page; (vii) use or attempt to use another user’s account without authorization, or interfere with another user’s access to the Platform or Services; or (viii) access or use the Platform or Services to design, develop, build, market or support a competitive product or service.
3. Access and Use. Veritone will enable Licensee to access and use the Platform for the duration of the Term, subject to any early termination of this Agreement in accordance with the terms hereof. Access to the Platform will be through unique log-in credentials assigned to Licensee by Veritone (each, a “User ID”). Licensee shall be given that number of User IDs as specified in the License Agreement. Licensee will provide accurate and complete information in registering its authorized users for account access. Licensee acknowledges and agrees that the log-in credentials assigned hereunder are Confidential Information and may only be used by Licensee and its authorized usersto access the Platform in accordance with the terms of this Agreement, and that Licensee will not publish, share, or otherwise enable any third party, directly or indirectly, to access the Platform for any purpose. Licensee further agrees that Licensee is responsible for its and its authorized users’ use of the Platform, including use via the User IDs, and for any consequences thereof. Licensee agrees to immediately notify Veritone of any unauthorized or improper use of any log-in credentials of Licensee. All of the rights, obligations, restrictions, representations and warranties related to Licensee’s access and use of the Platform under this Agreement shall apply to Licensee and all of Licensee’s employees, contractors, consultants, representatives and agents (collectively, “Representatives”). Licensee shall be responsible for all acts and omissions of its Representatives in the performance of this Agreement and for any breach of this Agreement by any of its Representatives.
4. Intellectual Property. As between Veritone and Licensee, Veritone and/or its respective licensors retain all right, title and interest (including Intellectual Property Rights) in and to the Platform and Services, including, but not limited to any elements, components, content, technology, software, code, documentation, derivative works, revisions, enhancements, modifications, condensations and/or compilations of or relating to the Platform and Services, and any trademarks, brand identifiers, materials and information, which are created, authored, developed, conceived and/or reduced to practice by Veritone and/or its respective licensors, including in connection with Veritone’s provision of the Platform and Services to Licensee under this Agreement (“Veritone Property”). As between Licensee and Veritone, Licensee retains all right, title and interest (including Intellectual Property Rights) in and to the Licensee Content, and any software, technology, materials and information which are independently created, authored, developed, conceived or reduced to practice by Licensee.
5. Licensee Content.
5.1. Content Ownership. Licensee represents and warrants that (i) Licensee and/or its licensors own all right, title and interest in and to all Licensee Content uploaded to or transmitted through the Platform or Services, or otherwise have all rights in such Licensee Content as necessary to furnish to Veritone and use the same in connection with Licensee’s use of the Platform and Services and to grant the rights granted by Licensee in this Agreement, and (ii) such Licensee Content, and Licensee’s and Veritone’s use thereof as provided in this Agreement, do not and will not misappropriate or infringe upon any third party’s Intellectual Property Rights, or violate any other rights of any third party.
5.2. License to Content. In addition to any other rights expressly provided in the License Agreement, Licensee hereby grants to Veritone and its third party service providers a non-exclusive, royalty-free, worldwide license to use and display all Licensee Content that Licensee provides to Veritone or that are otherwise uploaded to or captured by the Platform through Licensee’s use of the Platform and Services, solely as required for Veritone to provide the Services and perform its obligations under this Agreement.
5.3. Data Security and Destruction. Veritone shall keep all Licensee Content strictly confidential. Veritone shall maintain and use appropriate administrative, physical, and technical safeguards and measures for protection of the security, confidentiality and integrity of all Licensee Content uploaded to or transmitted through the Platform or Services, including protections against unauthorized disclosure or access, or accidental or unlawful destruction, loss or alteration. Licensee Content shall be used and stored by Veritone solely to the extent required to provide the Services and perform its obligations under this Agreement, and Veritone shall not use or store the Licensee Content for any other purpose whatsoever. Veritone shall ensure that all personnel and third party service providers having access to the Licensee Content are subject to confidentiality obligations with respect thereto. Veritone shall notify Licensee within 48 hours in the event that Veritone determines that a security breach has resulted in an unauthorized disclosure of or access to Licensee Content. Upon termination of this Agreement or upon the written request of Licensee at any time, Veritone shall ensure the secure deletion and destruction of all Licensee Content.
6. Feedback. During the Term, Licensee may provide Veritone with such written evaluations, comments and/or suggestions (collectively, “Feedback”) regarding the Platform or Services. Licensee acknowledges and agrees that any Feedback provided to Veritone by Licensee
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3 hereunder shall be deemed to be Veritone Property and Veritone will be entitled to, without limitation, implement and exploit any such Feedback in any manner without any restriction or obligation to Licensee. Notwithstanding the foregoing, Licensee acknowledges that Veritone is not obligated to act on any such Feedback.
7. Term and Termination.
7.1. Term. The term of this Agreement and the License shall be as set forth in the License Agreement (the “Term”).
7.2. Termination. In addition to any termination rights expressly provided in the License Agreement, this Agreement may be terminated by either party if the other party (i) materially breaches any provision of this Agreement which remains uncured for a period of thirty (30) days from the date of written notice of such breach; or (ii) makes an assignment for the benefit of its creditors, is declared insolvent, or has a receiver or trustee in bankruptcy appointed to take charge of all or part of such party’s property.
7.3. Effect of Termination. If at any time this Agreement is terminated, or upon expiration of the Term, the License and all other rights granted to Licensee herein shall automatically terminate and Licensee shall immediately cease using the Platform and Services.
7.4. Survival. The provisions of Sections 2.2 (Reservation of Rights), 4 (Intellectual Property), 6 (Feedback), 7.3 (Effect of Termination), 8.1 (Fees and Payments), 8.2 (Taxes), 10 (Confidentiality), 11 (Indemnification), 12.2 through 12.4 (Disclaimers), 13 (Limitation of Liability), and 14 (Miscellaneous) hereof, shall survive the expiration or any early termination of this Agreement for any reason.
8. Fees, Charges and Payments.
8.1. Fees and Payments. In consideration for the License and Licensee’s access and use of the Platform and Services, Licensee shall pay the license fees and all other fees as set forth in the License Agreement (collectively, the “Fees”) pursuant to the payment terms set forth in the License Agreement. All Fees and other amounts due under this Agreement are payable in U.S. dollars.
8.2. Taxes. All Fees and any other amounts due hereunder are exclusive of taxes and similar assessments which may be imposed on the delivery of the Platform and Services and any other transactions contemplated hereby. Licensee shall be solely responsible for the payment of any and all sales, use, value added, excise, import, or other similar taxes or payments in lieu thereof, including interest and penalties thereon, imposed by any authority, government or governmental agency arising out of or in connection with amounts due hereunder (other than those levied on Veritone’s income), and Licensee shall make such payments, and timely file any return or information required by treaty, law, rule or regulation. If Veritone is required to pay any such taxes, duties or fees, Licensee shall reimburse Veritone immediately upon receipt of Veritone's invoice thereof.
8.3. Suspension of Platform Access. In addition to Veritone's termination rights set forth herein and without prejudice to any other rights of Veritone at law or in equity, Veritone may suspend its performance under this Agreement and any other agreement with Licensee and Licensee’s access to the Platform if Licensee fails to comply with any part of its payment obligations set forth herein. Such suspension of service shall not suspend or otherwise affect Licensee’s payment obligations set forth herein.
9. Changes. Veritone may, from time to time, in its sole discretion, make changes to the Platform and Services, or a portion thereof including, without limitation, formats, content, reports, functionality, and/or techniques.
10. Confidentiality.
10.1. Confidential Information. Each party (a receiving party) acknowledges and agrees that during the Term and in the course of using the Platform and Services and performing its duties under this Agreement, it may obtain information relating to the other party (a disclosing party), its and/or its customers’, vendors’, or third party service providers’ business or technologies, which is of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not limited to, trade secrets, knowhow, inventions, techniques, processes, software, algorithms, programs, schematics, data, technology roadmap, sales and marketing plans, and any other information which the receiving party knows or has reason to know is, or which by its nature would reasonably be considered to be, confidential, proprietary or trade secret information of the other party. Without limiting the foregoing, Confidential Information of Veritone shall include the Platform, Services and all associated software and documentation, as well as Feedback or any results of the evaluation or testing of the Platform or Services. The receiving party shall at all times, both during the Term and for a period of three (3) years after its termination (or, in the case of the Platform, Services and any associated software or trade secrets, in perpetuity), keep in trust and confidence all Confidential Information of the disclosing party, and shall not (i) use such Confidential Information other than as expressly authorized under this Agreement or as required for the receiving party to perform its obligations under this Agreement, or (ii) disclose any Confidential Information of the disclosing party to third parties (other than to Veritone’s third party service providers in connection with the performance of its obligations under this Agreement), without the disclosing party’s prior written consent. The receiving party further agrees to immediately return to the disclosing party or destroy all Confidential Information (including all copies, extracts and summaries thereof) in the receiving party’s possession, custody, or control upon the expiration or any termination of this Agreement. The obligations of confidentiality shall not apply to information which (a) has entered the public domain except where such entry is the result of the receiving party’s breach of this Agreement; (b) prior to disclosure hereunder, was already in the receiving party’s possession and not subject to any confidentiality obligations, as demonstrated by written evidence; (c) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information to the receiving party; or (d) has been independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as demonstrated by written evidence.
10.2. Permitted Disclosures. The receiving party may make disclosures (i) as required by applicable law or the rules of an stock exchange on which such party’s shares are then traded; or (ii) as compelled by court order issued by a court of competent jurisdiction provided that the receiving party subject to such court order (a) provides the disclosing party with prompt written notice of any such compelled disclosure, (b) uses diligent reasonable efforts to limit disclosure, (c) uses commercially reasonable efforts to obtain confidential treatment or a protective order in connection with the information subject to such compelled disclosure, and (d) allows the disclosing party to participate in any such proceeding.
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4 11. Indemnification.
11.1. Licensee Indemnification of Veritone. Licensee will defend, indemnify and hold harmless Veritone and its subsidiaries, affiliates, successors, assigns, licensors, and their respective members, officers, directors, employees, licensors, agents, from and against any liability or expense, including, without limitation, any expenses, losses, damages, judgments, litigation costs and reasonable attorneys’ fees, that Veritone may incur as a result of any claim, suit or proceeding brought against Veritone by any third party arising or resulting from (a) Licensee’s breach of any representation, warranty, covenant or obligation contained in this Agreement; or (b) Licensee’s use of the Platform or Services (including uploading, using, publishing, posting or otherwise sharing of the Licensee Content or any other data or content derived from the Platform or Services) in any manner that violates this Agreement or any laws, rules or regulations, or that misappropriates or infringes the rights (including Intellectual Property Rights) of any third party.
11.2. Veritone Indemnification of Licensee. Veritone will defend, indemnify and hold harmless Licensee and its subsidiaries, affiliates, successors, assigns, licensors, and their respective members, officers, directors, employees, licensors, agents, from and against any liability or expense, including without limitation, any expenses, losses, damages, judgments, litigation costs and reasonable attorneys’ fees that Licensee may incur as a result of any claim, suit or proceeding brought against Licensee by any third party arising or resulting from (a) Veritone’s breach of any representation, warranty, covenant or obligation contained in this Agreement; or (b) any allegation that the Platform or Services, or any part thereof, misappropriates or infringes upon any third party’s Intellectual Property Rights, except to the extent such alleged or actual infringement is caused by (1) Licensee’s use of the Platform or Services outside the scope of rights granted to Licensee or otherwise in violation of this Agreement, (2) Licensee’s use of the Platform or Services in combination with the products of third parties (other than those approved in writing by Veritone), or (3) modification of the Platform or Services not performed or provided by Veritone, if the infringement would not have occurred but for such modification. If the Platform or Services, in whole in part, become or, in Veritone’s opinion are likely to become, the subject of an infringement claim or action, Veritone may, at its option: (x) procure, at no cost to Licensee, the right for Licensee to continue using the Platform or Services; (y) replace or modify the Platform or Services to render them non-infringing, provided there is no material loss of functionality; or (z) if, in Veritone’s reasonable opinion, neither (x) nor (y) above is commercially feasible, terminate this Agreement and refund any prepaid amounts for unused Services during the terminated portion of the Term. The foregoing states Veritone’s sole obligation and Licensee's exclusive remedy in the event any such infringement claim or action is commenced or is likely to be commenced.
11.3. Conditions. The indemnifying party’s indemnification obligations under this Section 11 are conditioned upon the indemnified party:
(a) giving prompt notice of any such claim to the indemnifying party (except that any delay or failure to do so shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party’s ability to defend against such claims is materially prejudiced thereby); (b) granting sole control of the investigation, defense and settlement of each such claim or action to the indemnifying party (provided that the indemnifying party shall not settle any claim without the indemnified party’s written approval unless such settlement includes an unconditional release of the indemnified party and does not impose any obligations on the indemnified party); and (c) providing reasonable cooperation to the indemnifying party and, at the indemnifying party’s request and expense, assistance in the defense or settlement of the claim. The indemnified party shall have the right to participate in the defense of any claim with its own counsel at its own expense.
12. Warranties and Disclaimers.
12.1. Mutual Warranties. Each party represents and warrants to the other that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation, and has full power, rights and authority to enter into this Agreement and carry out its obligations hereunder; (ii) the person executing this Agreement is authorized to do so on its behalf; (iii) this Agreement is valid and legally binding upon it; and (iv) the execution, delivery and performance thereof by such party does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound, nor would violate any applicable law or regulation.
12.2. DISCLAIMERS. THE PLATFORM, SERVICES AND ANY OTHER VERITONE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VERITONE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PLATFORM AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE ACCURACY OF PROCESSING
RESULTS, ANY WARRANTY OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND WARRANTIES OF NON-INFRINGEMENT. VERITONE DOES NOT WARRANT THAT THE PLATFORM AND SERVICES ARE ERROR-FREE, WILL RUN UNINTERRUPTED, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM VERITONE SHALL CREATE ANY SUCH WARRANTY.
12.3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, TO THE EXTENT THAT THE SERVICES LICENSED BY LICENSEE
INCLUDE THE IDENTIFY APPLICATION AND/OR THE REDACT APPLICATION, LICENSEE ACKNOWLEDGES THAT THE IDENTIFY APPLICATION
AND THE REDACT APPLICATION ARE INTENDED TO BE USED BY LICENSEE ONLY AS TOOLS TO SUPPORT REVIEW OF DIGITAL EVIDENCE IN
CONNECTION WITH ITS INVESTIGATIONS, AND/OR REVIEW AND REDACTION OF AUDIO FILES AND/OR VIDEO FOOTAGE, AND THAT THE
IDENTIFY APPLICATION AND THE REDACT APPLICATION AND THE RESULTS GENERATED THEREFROM SHOULD NOT BE CONSIDERED OR RELIED UPON AS A SUBSTITUTE FOR LICENSEE’S CUSTOMARY INVESTIGATIVE, REVIEW AND/OR REDACTION PROCEDURES, PROTOCOLS AND/OR REQUIREMENTS. LICENSEE ACKNOWLEDGES THAT THERE ARE INHERENT LIMITATIONS IN ARTIFICIAL INTELLIGENCE
TECHNOLOGIES, AND VERITONE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, SUFFICIENCY OR USEFULNESS OF THE RESULTS GENERATED BY THE IDENTIFY APPLICATION OR THE REDACT APPLICATION. LICENSEE IS SOLELY
RESPONSIBLE FOR VERIFYING ALL RESULTS GENERATED BY THE IDENTIFY APPLICATION AND/OR THE REDACT APPLICATION AS PART OF ITS CUSTOMARY INVESTIGATIVE, REVIEW AND/OR REDACTION PROCEDURES.
12.4. LICENSEE ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A PUBLIC NETWORK OVER WHICH VERITONE EXERTS NO CONTROL.
VERITONE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND SHALL HAVE NO LIABILITY WHATSOEVER, WITH RESPECT
TO THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER OR OBTAINED
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5 USING THE INTERNET OUTSIDE OF THOSE SYSTEMS AND NETWORKS CONTROLLED BY VERITONE, OR ANY INTRUSION, VIRUS, DISRUPTION,
LOSS OF COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH LICENSEE’S OWN USE OF THE INTERNET. LICENSEE IS SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL,
PASSWORD AND OTHER SECURITY MEASURES TO PROTECT ITS SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER MEANS.
13. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) BREACHES OF EACH PARTY’S OBLIGATIONS UNDER SECTION 10 (CONFIDENTIALITY), (B) AMOUNTS FINALLY AWARDED OR SETTLED IN A THIRD PARTY CLAIM FOR WHICH A PARTY IS RESPONSIBLE UNDER SECTION 11 (INDEMNIFICATION), AND (C) LICENSEE’S PAYMENT OBLIGATIONS: (1) NEITHER PARTY, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES AND AFFILIATES, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (2) NEITHER PARTY’S LIABILITY FOR DAMAGES ARISING
OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY LICENSEE TO VERITONE UNDER THIS AGREEMENT.
14. Miscellaneous.
14.1. Force Majeure. Except for the obligation to make payments of any Fees or any other amounts due hereunder, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond such party’s control including acts of war, terrorism, acts of God, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, or any component comprising or operating the network infrastructure thereof (each, a “Force Majeure Event”), provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Veritone is unable to provide Service(s) for a period of sixty (60) consecutive days as a result of a continuing Force Majeure Event, either party may elect to terminate this Agreement.
14.2. Publicity. Except as required or compelled by applicable law, the rules of any stock exchange, or a court order issued by a court of competent jurisdiction, neither party will make any public statement regarding, or disclose, advertise or publish the terms and conditions of this Agreement without the prior written consent of the other party; provided, however, that Veritone may reference Licensee on Veritone’s website, other marketing materials, investor relations materials, and as a customer in Veritone’s SEC filings.
14.3. Notices; Electronic Communications. All notices to either party shall be in writing and delivered by hand, certified mail or overnight delivery service, or email to the addresses set forth in the License Agreement, or to such other address as either party shall provide by notice to the other party. Notices shall be deemed effective when delivered to the applicable address, unless any such notice is sent by email, in which event, notice shall be deemed effective upon confirmation of delivery by a “read receipt” or other such notice generated by the applicable email system, but in any event, by reply of the recipient of such notice. In connection with its use of the Platform and Services, Licensee consents to receiving communications from Veritone electronically. Veritone will communicate with Licensee by email or by posting notices on the Platform or through any Services. Licensee agrees that all notices, disclosures and other communications that Veritone provides to Licensee electronically satisfy any legal requirement that such communications be in writing.
14.4. General. This Agreement shall be governed by and construed in accordance with the laws of the State of California (other than the conflict of law rules) and subject to the sole jurisdiction of the courts sitting in Orange County, California. Notwithstanding the foregoing, nothing herein shall be deemed to limit the parties’ rights to seek injunctive relief in any other court of law of competent jurisdiction. If any action arises under this Agreement, including, without limitation the interpretation or enforcement of any term of this Agreement, the prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and related costs. This Agreement does not create any relationship other than Veritone as an independent contractor performing services covered by this Agreement and Licensee as the party contracting with Veritone for those services. No party is a partner or a legal representative of the other for any purpose whatsoever, nor is any party authorized to make any contract, agreement or warranty on behalf of any other party. Under no circumstance shall one party’s employees be construed to be employees of the other party. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety without the consent of the other party to an affiliate or to a successor entity in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control, sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in such provision, and the other provisions of this Agreement remain in full force and effect. The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party. Each party has had the opportunity to consult with counsel in the negotiation of this Agreement. Section headings are for reference purposes only, and should not be used in the interpretation hereof. No addendum, waiver, consent, modification, amendment or change of the terms of this Agreement shall bind either party unless in a writing that references this Agreement and is signed by duly authorized representatives of Licensee and Veritone. This Agreement may be executed in one or more counterparts (including fax or email) each of which shall be deemed an original but all of which taken together shall be deemed one and the same instrument.
July 26, 2022
Public Works
DATE: July 26, 2022
TO: Mayor Butt and Members of the City Council
FROM: Joe Leach, Director of Public Works
Jose Urquilla, Facilities Maintenance Superintendent
Subject: Contracts for Swimming Pool Equipment, Parts,
Supplies, and Services
FINANCIAL IMPACT: The proposed expenditure of $300,000 will be funded from the approved Department of Public Works Facilities Maintenance operating budget for fiscal years 2022-2023 through 2024-2025 (01232331-400524).
PREVIOUS COUNCIL
ACTION:
-
STATEMENT OF THE
ISSUE:
Public Works staff is requesting approval to contract with (1) SCP Industries dba Lincoln Aquatics, and (2) Knorr
Systems INT’L, LLC., to provide equipment, parts,
supplies, and services to the Richmond Swim Center and
Richmond Plunge.
RECOMMENDED ACTION: APPROVE contracts with (1) SCP Industries dba Lincoln Aquatics, and (2) Knorr Systems INT’L, LLC. to provide
as needed equipment, parts, supplies and services to the Richmond Swim Center and Richmond Plunge, in an
amount not to exceed $150,000.00 per vendor over a
three-year period, with an option to extend an additional two years at $100,000.00 per vendor – Public Works
Department (Joe Leach 620-5478).
AGENDA
REPORT
July 26, 2022
DISCUSSION:
The City of Richmond’s Public Works Department operates two public swimming facilities, each containing approximately 300,000 gallons of water. A variety of chemicals, in vast amounts, are used to maintain water quality in these facilities. One of the facilities (Richmond Plunge) is of historical significance, which requires specialized parts, equipment, and services for quality care.
On March 31, 2022, the City issued a Request for Qualifications (RFQ) to establish a list of qualified vendors to provide supplies and services for the care and maintenance of its aquatic facilities. On April 21, 2022, two bids were received as follows:
SCP Industries dba Lincoln Aquatics – Concord, CA
Knorr Systems INT’L, LLC - Livermore, CA
The two bids were reviewed and found highly qualified by a panel of three Public Works staff members. The submittals address different, yet important needs; therefore, the Public Works Department recommends City Council’s approval to contract with SCP Industries dba Lincoln Aquatics and Knorr Systems INT’L, LLC. to provide equipment, parts, supplies, and services to the Richmond Plunge and Richmond Swim Center.
DOCUMENTS ATTACHED:
Attachment 1- Request for Qualifications
Attachment 2- Lincoln Aquatic Contract
Attachment 3- Knorr Systems, INT’L LLC Contract
City of Richmond
Request for Qualifications
For
Pool Equipment Supplies and Services
Quotes must be submitted
no later than 3:00 p.m.
Thursday, April 21, 2022
Questions regarding this RFQ can be made to:
Carl Capistrano, Stationary Engineer Supervisor
510- 620-5479
City of Richmond
Department of Public Works
# 6 – 13th Street
Richmond, CA 94801
Purpose
It is the intent of the City of Richmond to establish a list of Qualified Service Providers to provide a wide variety of swimming pool equipment, parts, supplies, services, and related products for the care and maintenance of its aquatics facilities.
The list of Qualified Service Providers will remain in effect for three years, with a not to exceed amount of $150,000.00 over a three (3) years. After three years the list may be updated and / or have a possible two year $50,000 extension with Department Head approval. Such products and/or services will be requested on an “as needed” basis after price, availability, lead time to delivery, and skillset needed have been considered by the City.
Service providers who wish to participate must meet certain criteria, such as; possess appropriate California State Contractors licenses, be a member in good standing with the California State Licensing Board, be registered with the City’s “Bids Online” program, and have all required licenses and permits, and insurance.
Depending on the nature of equipment, parts, or service requested, a competitive bid may be solicited prior to placing an order for parts or service.
It is recognized some companies will specialize only in specific areas of pool care, such as tile and coping repairs, plaster repairs, filter service, general pool supplies, etc. These companies are encouraged to submit replies for their respective specialties.
Receipt of Quotes
One original copy of RFQ and two sealed copies must be submitted no later than 3:00 p.m. on April 21, 2022 at #6 13th street, Richmond CA 94801addressed to Jose Urquilla, Facility Maintenance Superintendent. Incomplete or late RFQ’s will not be considered.
Scope of Work and General Conditions
The City of Richmond desires to engage qualified service providers to provide a wide variety of equipment, parts, materials, and/or supplies for the care and maintenance of its aquatics facilities.
Services may include but are not limited to:
Pool plaster, coping, and tile repairs
Pool leak detection
Filter sand replacement
Surge pit repairs or service
Booster, circulation, sump, and chemical feed pumps.
Furnace or heat exchanger annual service or repairs
UV system inspections and repairs
ADA lift repair and service.
Products and parts include but are not limited to:
Circulation, sump, chemical feed, and booster pumps
Variable frequency drives
UV system and repair parts
Chemical feed systems, and accessories
Chemical storage and containment supplies
Filters
Accessibility equipment
Safety equipment
Pool covers and reels
Pool deck equipment
Pool sweeps, vacuums, cleaning supplies, and products. Other products as needed to care for and maintain a large aquatics facility. Any and all parts needed to repair and maintain a large aquatics facility.
City owned aquatics facilities that may require service include, but are not limited to:
o Richmond Municipal Natatorium aka “The Plunge”
1 Richmond Avenue
Richmond, CA 94801
o Richmond Swim Center aka “Kennedy Swim Center”
4300 Cutting Blvd
Richmond, CA 94804
All Services & products shall be delivered in an efficient and professional manner.
Services or products shall meet the satisfaction of the Facilities Maintenance Superintendent, Supervisor, or other City designee.
All work and materials shall be in accordance with the City’s Building Regulations Department. Any and all applicable permits and fees shall be the responsibility of the service provider.
All equipment used on-site by the service provider shall be provided by the service provider, and shall be maintained in good working order. Equipment used for all projects shall be within industry standards.
There shall be adequate personnel for any services provided. All persons shall wear clothing with markings identifying the service provider, and all employees shall have the necessary safety equipment on site per local City, State, and Federal standards. The Service Provider shall provide and maintain, in accordance with Labor Code section 6708 and OSHA requirements, adequate emergency first-aid treatment for its employees and anyone else who may be injured in connection with the work. All works areas shall be kept clean and neat.
The Service Provider shall deliver exceptional customer service, and shall meet or exceed industry standards of workmanship.
The Service Provider agrees to disclose an annual report to the City of Richmond’s Department of Public Works a report which includes, but is not limited to the number, type, and cost of service provided for each structure.
Hours
The Service Provider shall be available during normal business hours 8:00am – 5:00pm, Monday’s through Friday’s, 52 weeks per year, excluding holidays. In addition … Scheduling of services must be available within 48 hours notice by the Facilities Maintenance Superintendent, Supervisor, or other City designee. Two (2) failures to show will result in being removed from the qualified service provider list.
Warranty / Guarantee
All work and products furnished shall be guaranteed by Service Provider against defects in materials and/or workmanship for a minimum of thirty (30) days from date of acceptance.
The Service Provider shall repair or replace any such item(s) necessary during the guarantee period at the Contractors own cost and expense without cost to the City.
Special Conditions
For larger repairs or replacements, competitive bidding may be required prior to service. Pre-qualified service providers will be asked to visit a selected job site with a representative from the Maintenance or Facility Department. At this time, each service provider will be informed of what the project is and what the problems are. It then will be the service provider’s responsibility to develop a scope of work in writing of how the project will be completed, including a cost for labor, materials, and equipment. All work and materials shall be in compliance with regulations of all applicable codes and standards of governing authorities having jurisdiction, including provision for adequate protection to persons and property by means of insurance, bonding, traffic, etc.
All applicable permits and fees shall be the responsibility of the service provider.
Services provided shall be subject to general oversight, quality assurance, and final acceptance by representatives of the “City”, including, but not limited to, Facility Maintenance staff, Building Regulations officials, Fire officials, and/or other City representatives.
Qualifications Criteria
Statement of qualifications shall relate specifically to the following items, listed in general order of importance, for evaluation and selection purposes. All employees must conduct themselves courteously and professionally and be drug and alcohol free while working for the City of Richmond. The service provider is required to provide a copy of their policy on substance abuse. After hours service potential
Where applicable, the service provider is licensed and in good standing with the California State Contractors License Board.
The service provider must be registered with the City of Richmond’s “Bids Online” program.
Content of RFQ Response
The service provider’s response shall include the following. Experience.
Description of services performed or products offered. Cost: Hourly or daily rates where appropriate.
Names and contact information managers and supervisors. Description of vehicles, equipment, or resources available. A brief description of current financial status. Examples would be Gross Sales, Years of profitable and successful operation etc.
Brief assessment of the present workload capacity.
List of three (3) verifiable current business references. Verification of California State Contractors License ( if applicable) Verification of City of Richmond Business License (upon award) Verification of compliance with City ordinances (ban the box)
Evaluation
Service Providers will be evaluated on the following:
Experience
References
Ability to provide products and/or service
Licensing and certification
Compliance with City ordinances
Answers to Supplemental Questions
Response time
Cost
Evaluation and Selection
RFQ responses should be concise, well organized, and brief as possible according to the requested information. The review process places considerable emphasis on the responsiveness to the RFQ response to the requirements outlined above. RFQ responses that are not written specifically to this response to this request cannot be given serious consideration.
All RFQ responses will be evaluated on the basis of the criteria listed above in the qualifications section of this RFQ. All service providers that provide a RFQ response will be notified when selections are made.
All firms under consideration of this RFQ will be evaluated by an evaluation committee.
The City reserves the right to request supplemental information that the Evaluation Committee deems necessary to make a selection. The Committee may be supplemented by outside professionals, or professionals from other City departments who can provide additional expertise.
The Selection Committee will evaluate the proposals based on the following factors:
a. EXPERIENCE 30 points
Past, recently completed, or on-going projects that will substantiate experience Understanding of the nature and extent of the services required Three (3) verifiable references
b. QUALIFICATIONS 35 points
Services offered, professional experience, and qualifications. Response time to emergency and after hour requests, and ability to perform on short notice and under time constraints.
Products selection and lead time to deliver products. Licensing and Certification
c. ORGANIZATION 20 points
Available staff and specialized resources.
Capacity and flexibility to meet schedules, including any unexpected work Compliance with City Ordinances
o The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance (Richmond Municipal Code (RMC) Chapter 2.28), Business Opportunity Ordinance (RMC Chapter
2.50), Local Employment Program Ordinance (RMC Chapter 2.56), Living Wage Ordinance (RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Employment Applications (“Ban the Box”) (RMC Chapter 2.65), which are incorporated into the Contract Documents by this reference.
Answers to Supplemental Questions
d. COST 15 points
Proposed rates and fees
Reservation of Rights by the City
The City is in no obligation to accept any submittal or to negotiate with any service provider. The City reserves the right to accept submittals which are deemed most favorable and in the best interest of the City after all submittals have been examined and canvassed, to reject any or all submittals, and to be the sole judge of the best service provider suited for the City.
The issuance of this RFQ and the acceptance of an RFQ response does not constitute an agreement by the City that any contract shall actually be entered into by the city.
The City expressly reserves the right to:
Waive any immaterial defect or informality in any RFQ response or proposal procedure.
Reject any or all RFQ responses.
Reissue a RFQ.
Procure any service by any other means.
Request additional information and data from any or all companies. Negotiate with any qualified service provider.
The City may confirm any information provided in the service providers submittal, or inspect any of the service providers facilities that would be utilized in connection with performing services under any resulting contract.
Required Documents Submitted with Quote
1. Background of company with indication of how long company has been a successful established business, and the completed to supplemental question section.
2. Proof of licensing and certification.
3. Your company’s substance abuse policy.
4. Your company’s injury & illness prevention policy.
5. A blank copy of your company’s employment application. (It will be used to verify compliance with the City’s “Ban the Box” ordinance).
3. References – a minimum of three (3) verifiable references from local municipalities, building authorities, counties, utility districts, school district, transportation authority, housing authority, or other organization with a similar facility complex.
Required Documents upon Award
Within five days of award, the awarded contractor must sign the purchase of services contract and submit the following documentation. Other documentation may also be needed, and will be noted in the final contract.
Sign the City’s Purchase of Services Contract – Attachment A Provide a “Certificate of General Liability Insurance” with an attached “additional insured endorsement” that names the City of Richmond as additional insured. – Attachment B Provide a copy of a current “Business License “with the City of Richmond, which will remain in effect for the duration of the project.
Questions
Questions regarding this RFQ are to be directed by e-mail to: [email protected] by April 11, 2022 at 12:00pm. All questions should be in writing and such contact shall be for clarification purposes only. Any questions, which in the opinion of the City warrant a reply or material changes to the scope of services or proposal procedures will only be transmitted in writing to all parties receiving this RFQ.
Terms
By submitting a quote, as a bidder, declares this quote is made without collusion with any other person, firm or corporation; that bidder has carefully studied the proposed minimum specifications and scope of work and bidder proposes and agrees if this quote is accepted that they will supply and service the City of Richmond.
The City of Richmond reserves the right to reject any or all quotes. In case of default, the City of Richmond may procure its materials/services from other sources and shall hold the original bidder or contractor liable for resulting increased costs. Quantities and optional items listed are the City’s best estimate for Quote purposes, actual order quantities and options may vary.
Quote Section
(This page is required to be submitted with Quote)
License
The undersigned hereby declares that he is a Contractor and has been in business for ___ years with store front; has a valid State of California Contractor's License sufficient to qualify as Contractor in this case, and a current City of Richmond, CA Business License (needed upon contract award); and will obtain all required permits.
California Contractors License Number (If applicable) :_______________________________ Expiration Date: __________________ Classification Number: ________________________ Name: ______________________________ Signature: ____________________________ Title: _______________________________
Service Contact Information
Service Provider shall indicate person and phone number to contact for during normal working hours repairs:
Service Provider shall indicate person and phone number to contact for after hours repairs:
Quote Section
(This page is required to be submitted with Quote)
Experience:
Describe your company’s skills, qualifications, and experience that best qualify your company as a service provider for the City of Richmond. Be specific, thorough, and complete. Information not provided cannot be considered or presumed. In order to be considered, qualifications, skills, and experience must be submitted in writing with this request. _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ ______
(This page is required to be submitted with Quote)
Please answer the following Supplemental Questions
1. What applicable California state contractor licenses does your company and workers posses?
2. What are the qualifications of key personnel?
3. What applicable licenses, certifications’ or required training does your company require employees to have?
4. What is your company’s safety record? Has your company had any serious injuries or deaths for the past three years?
5. Will your company be able to meet or exceed city insurance, licensing, bonding, and hiring requirements? (see attachments)
6. What products and/or companies is your company an authorized service provider for? Please be specific, and use additional pages as needed.
(This page is required to be submitted with Quote)
7. What is your business record / financial condition? Examples may be liens, suits, judgments, payment record, gross yearly sales, years of successful operation?
8. How many years has your company been able to successfully operate?
9. Describe your company’s main office, operations facility, warehouse facility, service personnel, support staff, vehicles, available equipment, and specialized equipment? Please be specific.
Summary of Quote Items
Service Provider is required to complete all applicable blanks below. Failure to provide requested information may disqualify quote.
Labor Rates Field
Straight Time
Field
Overtime
Supervision $ /hr $ /hr
Journeyman $ /hr $ /hr
Helper / Utility Worker $ /hr $ /hr
Minimum Service Call and Mobilization Rate $__________________________________________ What is your company’s non-emergency response time? _________________________________ What is your company’s Emergency Call and Mobilization Rate? __________________________ What is your company’s emergency response time?_____________________________________ Describe any additional costs or fees (indicate the Cost and Justification):
_________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ ________________________________________________________ Product
Line Description Item #
Container
Size/Weight
Unit of
Measure
Estimated
Annual
Usage Unit Price Extended Cost
1 Sodium
Hypochlorite
12.5%
1000 Gal/
tank Gal 5000 Gal
2 Hydrochloric
Acid 15%
500
gal/tankplunge Case/gallon 500 Gal
3 Hydrochloric
Acid 33%
Case/4 galswim center Case/gallon200
cases/Gallon
4 Bulk Carbon
dioxide
650#/tankplunge Tank35,000
pounds
5 Bulk Carbon
dioxide
750#/tankswim center Tank35,000
pounds
Define “Straight Time” business days and hours:
SUN MON TUES WED THUR FRI SAT
a.m. a.m. a.m. a.m. a.m. a.m. a.m.
p.m. p.m. p.m. p.m. p.m. p.m. p.m.
Define Overtime business days and hours:
SUN MON TUES WED THUR FRI SAT
a.m. a.m. a.m. a.m. a.m. a.m. a.m.
p.m. p.m. p.m. p.m. p.m. p.m. p.m.
Please indicate the mark up added to vendor’s wholesale price on materials, as well as a brief overview of the products or services your company can provide. Use additional pages as needed. __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ ____________________________________________________________________
(This page is required to be submitted with Quote)
References
(This page is required to be submitted with Quote)
A minimum of three (3) verifiable references from local municipalities, building authorities, counties, utility districts, school district, transportation authority, housing authority, or other organization with a similar facility complex whom the bidder has provided a similar scope of work during the past twelve (12) months, of comparable settings, complexities and quantities as required of this request for proposal. These companies will be contacted prior to award of proposal.
1. Name of Business: ________________________________________________________ Address: _______________________________________________________________ Approx. size of company: __________ Dates of service: _________________ Contact person: _______________________ Phone number: ( ) __________ E-mail address: __________________________________
2. Name of Business: _________________________________________________________ Address: _______________________________________________________________ Approx. size of company: __________ Dates of service: _________________ Contact person: _______________________ Phone number: ( ) _____ E-mail address: _____________________________
3. Name of Business: __________________________________________________________ Address: ________________________________________________________________ Approx. size of company: __________ Dates of service: _________________ Contact person: _______________________ Phone number: ( ) _____ E-mail address: ______________________________
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed
the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
By:
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
By: Title:
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows: