City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-02236 1/17/2023 Consent Item 7.
Agreement: Grant Management System
File ID: 2022-02236
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute a contract with Eight Cloud, LLC for the implementation of a Grants Management System for $581,440.
Contact: Natasha Greer, Program Specialist, (916) 808-7920, [email protected], Cassy Vaioleti, Program Specialist, (916) 808-8047, [email protected]; Maria MacGunigal, CIO, (916) 808-7998, [email protected], Information Technology. Ash Roughani, Special Projects Manager, (916) 808-7751, [email protected], City Manager’s Office.
Presenter: None
Attachments:
1-Description/Analysis
2-Agreement
Additional Description/Analysis
Issue Detail: On August 9, 2022, Council approved Supplemental Agreement 2022-1361-01 with Eight Cloud, LLC for the implementation of a citywide Grants Management System. However, due to an administrative oversight, the contract was voided requiring staff to secure a new agreement with Eight Cloud, LLC. As such, Council approval is necessary to move forward with the implementation of the Grants Management System that was developed.
Background
Over the last five years the City has increasingly assumed the role as a grant funder, funding a range of activities for community benefit, including support for youth services, violence prevention programs, small business support, and homeless services. As the coronavirus pandemic emerged the City’s influx of federal funding from the Coronavirus Aid, Relief, and Economic Security (CARES) Act and American Rescue Plan Act (ARPA) has allowed the City to further invest in these programs
File ID: 2022-02236 1/17/2023 Consent Item 7.
often addressing acute needs of our most vulnerable residents.
As the City’s grantmaking activities have increased, the City Manager’s Office (CMO) recognized the need to develop standard policies and procedures to guide the City’s grantmaking activities. In response, the City adopted a Grant Distribution administrative policy in December 2020. However, absent a centralized grant management office, the administration of City grants continues to be performed at a department level. This decentralized approach has led to the City’s use of many different technology systems and tools to manage the lifecycle of each grant program, from the pre- award through post award phases. As a result of this technology system fragmentation the City cannot easily generate citywide reports about its grant activities.
The Fiscal Year (FY) 2021/22 Approved Budget included $800,000 in the Department of Information Technology’s (IT’s) Capital Improvement Program (CIP) (A07001500) budget to develop and implement a citywide Grants Management System. On December 19, 2019, IT released Request for Proposals (RFP) P20071011004. Eleven proposals were received in response to the RFP. However, due to the onset of the coronavirus pandemic, the highest scoring firms were not interviewed until December 2020. During negotiations with the top ranked firm IT staff conducted due diligence and identified major risks associated with that firm’s proposed system architecture. Subsequently the City ended those negotiations and instead entered into City Contract 2021-1361 (Contract) with the next highest scoring firm, Eight Cloud, LLC, in December 2021 in the amount of $123,200.
The initial scope of the Contract was limited to planning and design activities to ensure that all business requirements were thoroughly documented and to provide flexibility in choosing how the Grants Management System would be developed and implemented. This approach also mitigated the risk of potential cost overruns and enabled the City to more accurately assess the resources needed to successfully complete the project.
On August 9, 2022, Council approved Supplemental Agreement 2022-1361-01 with Eight Cloud, LLC for the implementation of the Grants Management System for an additional $581,440, increasing the agreement amount for a new not-to-exceed amount of $704,640. However, due to an administrative oversight, the contract was voided, requiring staff to secure a new agreement with Eight Cloud, LLC.
Therefore, Council approval is needed to move forward with the implementation of the Grants Management System that was developed. The amount of the contract will exceed the City Manager’s authority (Sacramento City Code section 3.64.040.A.1.b).
Staff anticipates the completion of Phase 2 by the end of 2023. When completed the System will enable the City to:
· Identify and track grant funding opportunities that City departments may pursue; · Collaborate with internal staff and external partners to apply for grant funding opportunities; · Publish funding opportunities for grants that the City plans to award;
File ID: 2022-02236 1/17/2023 Consent Item 7.
· Receive, review, and evaluate grant funding applications from applicants; · Communicate with applicants and grantees;
· Receive financial reports and reimbursement requests from grantees; · Receive performance and activity reports from grantees; · Send reminders regarding pending tasks and due dates to grantees and City staff; · Generate system-wide and program-specific grant data reports; and, · Publish grant data to internal and external dashboards.
As development and implementation of the system proceeds, the CMO will continue to focus on the people and process components that are critical to a successful implementation. Specifically, the following activities are underway:
· CMO convenes a volunteer group of City staff that meets monthly to discuss relevant topics and advance a community of practice of professional grant managers. · The Office of Diversity & Equity is assisting City grant managers in the collection of standardized, disaggregated demographic data that will ultimately be recorded in the Grant Management System.
· CMO is developing an ARPA Grants Management Policy that builds on the lessons learned in administering CARES Act funded grants. Similarly, CMO will initiate a process to update the City’s Grant Distribution Policy.
· In collaboration with the City’s ARPA grant liaison consultant, CMO is developing a public dashboard to communicate how the City’s ARPA Framework and Funding Priorities are being spent, who is being served by ARPA grant-funded programs, and key performance indicators from each program.
Once completed, the Grants Management System will be the culmination of lessons learned by City staff over the last several years and better equip the City to share the amount and impact of its grant investments moving forward.
Policy Considerations: The recommendations in this report are in accordance with Sacramento City Code chapter 3.64 and Administrative Policy 4102.
Economic Impacts: None.
Environmental Considerations: The report concerns administrative activities that will not have a significant effect on the environment and are exempt from CEQA review (CEQA Guidelines Sections 15061(b)(3); 15378(b)(2)).
Sustainability: Not applicable.
File ID: 2022-02236 1/17/2023 Consent Item 7.
Commission/Committee Action: Not applicable.
Rationale for Recommendation: Council approval is necessary to execute the contract previously authorized but voided due to an administrative oversight. As detailed in August, the implementation of a citywide Grants Management System will better position the City to more uniformly and effectively manage its grants and provide additional transparency regarding the City’s grant activities. Council re -approval is needed as the total contract amount will exceed $250,000.
Financial Considerations: Sufficient funding is available in IT’s CIP Program (A07001500) to execute the agreement.
Local Business Enterprise (LBE): Not applicable.
Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #:
CONTRACT NAME: Grant Management System Implementation
CONTRACT PROJECT #:
DEPARTMENT: Information Technology
DIVISION: Enterprise Applications
CITY OF SACRAMENTO
PROFESSIONAL SERVICES AGREEMENT*
THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and
EightCloud, LLC
9805 NE 116th St, #7156
Kirkland, WA 98034
(206) 769-5104
(“Contractor”), as of the Effective Date, as defined below.
The City and Contractor agree as follows:
1. Effective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.
2. Contract Documents. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled “Scope of Services”) and Exhibit B (titled “Payment”).
If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.
3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to CITY the services described in Exhibit A (“Services”).
Contractor will not be compensated for services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies CITY and CITY agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.
* This form is to be used for all professional services, except services performed by architects, landscape- architects, professional engineers, or professional land surveyors, or services related to a construction project.
Form Approved by City Attorney 9-1-2020 Page 2
CITY will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.
4. Payment. CITY shal l pay Contractor at the times and in the manner set forth in Exhibit B.
Contractor shall submit all invoices to CITY in the manner specified in Exhibit B.
5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. CITY shall furnish to Contractor only the facilities and equipment listed below, if any.
N/A
6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C.
7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D.
8. Additional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a City construction project, during the design, pre-construction, construction, or post- construction phases of the project, the Contractor and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.
9. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.
Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.
Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.
10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process . A Form Approved by City Attorney 9-1-2020 Page 3
summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.
The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.
Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62.
Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.
11. Local Business Enterprise Program . The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.
Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.
Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.
12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations.
[Signatures Page Following Exhibits]
Form Approved by City Attorney 9-1-2020 Page 4
Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1
EXHIBIT A
SCOPE OF SERVICES
1. Representatives.
The CITY Representative for this Agreement is:
Natasha Greer/Project Manager
915 I Street
Sacramento CA 95814
(916) 808-7920/[email protected]
The CONTRACTOR Representative for this Agreement is:
Stu Jones / Delivery Director
9805 NE 116th St, #7156
Kirkland, WA 98034
(877) 473-6723/ [email protected]
Unless otherwise provided in this Contract, a ll Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.
2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A.
3. Time of Performance. The Services described in this Contract shall be provided for in the Scope of Services . Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A.
4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Contract are “Consultants” within the meaning of the Political Reform Act and the City’s Conflict of Interest Code. ____ yes __X__ no [check one]
Contractor shall cause the following to occur within 30 days after execution of this Contract:
(A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and
(B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the City's Conflict of Interest Code.
Thereafter, throughout the term of the Contract, Contractor shall cause these individuals to file with the City Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the City's Conflict of Interest Code. The City may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1
EXHIBIT B
PAYMENT
1. CONTRACTOR’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $581,440.00. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract.
2. Billable Rates. Contractor shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.
3. CONTRACTOR’s Reimbursable Expenses. “Reimbursable Expenses ” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City. No charges or markup will be allowed unless specified in the Contract, including charges for travel and transportation.
4. Payments to CONTRACTOR. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.
A. Payments to Contractor shall be made within a reasonable time after receipt of Contractor’s invoice, in proportion to services performed or as otherwise specified in Attachment 1 to Exhibit B. Contractor may request payment on a monthly basis.
Contractor shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY.
B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
[email protected]
(2) Postal Mail. If emailing is not an option, mail to:
A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
C. All invoices submitted by Contractor must contain the following information:
(1) Job/Project Name
(2) CITY’s current Purchase Order Number
(3) Contractor’s Invoice Number
(4) Date of Invoice Issuance
(5) Work Order Number (if applicable)
(6) CITY representative identified on the Purchase Order
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (7) Contractor’s remit address
(8) Description of services billed under Invoice
(9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable)
D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. CITY is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above.
5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.
6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completi on of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice.
7. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurre d as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’s breach of this section.
Form Approved by City Attorney 9-1-2020 Exhibit C - Page 1
EXHIBIT C
INSURANCE
1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.
Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.
2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy.
The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors.
3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
__ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.
The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.
_X__ No automobile liability insurance is required , and by signing this Contract, Contractor certifies as follows:
“Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a
Form Approved by City Attorney 9-1-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contractor understands that it must maintain and p rovide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non - owned and/or hired autos as appropriate to the operations of the Contractor.”
4. Excess Insurance . The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it.
5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
_X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.
___ No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required.
___ No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows:
“Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requiremen ts to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.”
6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000):
Is _____ Is not ___X__ [check one] required for this Agreement.
If required, such coverage must be continued for at least __n/a__ year(s) following the completion of all Services under this Contract. The retroactive date must be prior to the date this Contract is approved or any Services are performed.
Form Approved by City Attorney 9-1-2020 Exhibit C - Page 3
7. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions:
A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it.
B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers.
C. Coverage shall state that Contractor's insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms.
8. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract.
9. Verification of Coverage.
A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand.
B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to:
City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
C. Certificate Holder must be listed as:
City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.
Form Approved by City Attorney 9-1-2020 Exhibit C - Page 4
10. Subcontractor Insurance Coverage . Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 1
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor.
A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer -employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer -employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract.
B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing.
C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor.
It is further understood and agreed that Contractor will issue W -2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors.
D. The provisions of this section will survive any expiration or termination of this Contract.
Nothing in this Contract creates an exclusive relationship between CITY and Contractor.
Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 2
2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract , including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.
3. Time. Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.
4. CONTRACTOR Not Agent. Except as CITY may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind CITY to any obligations whatsoever.
5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the CITY’s interests or that would in any way hinder Contractor’s performance under this Contract.
Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the City’s written consent.
Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the CITY, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any CITY department, board, commission, or committee.
6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances.
7. Confidentiality of CITY Information. During performance of this Contract, Contractor may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, fac ilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the CITY.
Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the City’s prior written consent.
In addition, Contractor must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief.
8. CONTRACTOR Information.
A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: an y and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording an y form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for ot her than its intended purpose by CITY.
B. Contractor shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify Contractor not later than ten days after CITY is served with any such claim, action, lawsuit or other proceeding . However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract.
C. All proprietary and other information received from Contractor by CITY, whether received in connection with Contractor’s proposal to CITY or in connection with Contractor’s performance, will be disclosed upon receipt o f a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information.
D. The parties understand and agree that any failure by Contractor to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by CITY in accordance with the Public Records Act.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 4
9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract.
10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract . All products that Contractor delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession.
Contractor shall assign only competent personnel to perform on its behalf under this Contract.
Contractor must notify the CITY in writing of any changes in Contractor’s staff assigned to perform under this Contract, before any performance by the new staff member . I f the CITY, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice.
11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.
12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption
13. Term; Suspension; Termination.
A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.
B. CITY shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice.
C. The CITY shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice , Contractor shall immediately cease performance under this Contract as specified in the notice. If the CITY terminates this Contract:
(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.
(2) The CITY shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided , however, CITY shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the CITY any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity.
14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made.
15. Indemnity.
A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents,
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 6 servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor.
B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the Contractor Information Section, above.
C. Survival. The provisions of this section will survive any expiration or termination of this Contract.
16. Funding Availability.
A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.
B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.
C. This Section shall govern over any other contrary provision of the Contract.
17. Equal Employment Opportunity. During the performance of this Contract, Contractor, for itself, its assignees and successors in interest, agrees as follows:
A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.”
B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations.
C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 7 D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance w ith the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY, and shall set forth what effort s it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determines are appropriate including:
(1) Withholding of payments to Contractor under this Contract until Contractor complies;
(2) Cancellation, termination, or suspension of this Contract, in whole or in part.
F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such d irection, Contractor may request that the CITY join such litigation to protect the City’s interests.
18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein , contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by CITY, in accordance with applicable provisions of the Sacramento City Code.
19. Modification of Contract . The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.
20. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.
21. Waiver. Neither the CITY’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 8
22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California , except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
23. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this inte rest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the CITY. Any attempted or purported assignment without CITY’s written consent shall be void and of no effect.
24. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 23, above.
25. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.
26. Debarment Certification
A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds:
(1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency;
(2) Has not within a three -year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, s tate, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony;
(3) Is not p resently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or
(4) Has not, within a three -year period preceding this certi fication, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 9
(5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.
B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City.
C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.
D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administr ation for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason o f changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.
Form Approved by City Attorney 9-1-2020 Exhibit E - Page 1
EXHIBIT E
ADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES
The Services provided under this Contract include land surveying, material testing, or inspection services provided for a City construction project during the design, pre -construction, construction, or post - construction phases of the project . Therefore, the services include “Public Work” under the California Labor Code and is subject to the following requirements:
A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code Section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things , that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1773. CONTRACTOR and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner.
Contractor shall include these requirements in every subcontract.
This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code Section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative.
B. DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5.
Further information can be found on DIR’s website at http://www.dir.ca.gov/Public - Works/Contractors.html. The above summary is provided so lely for informational purposes and does not in any way affect the CONTRACTOR’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The CONTRACTOR shall disseminate these provisions to all subcontractors.
Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR
Form Approved by City Attorney 9-1-2020 Exhibit E - Page 2 registration number(s). The Contractor’s current DIR registration number and the current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.
To be completed by the City Representative if this Agreement is for the performance of any Public Work:
Contractor DIR registration #: ____________N/A_________
C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.
D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.
E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.
F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.
G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub -agreement for any subcontractors performing work under this Contract.
Attachment 1 to Exhibit A
Additional Scope of Services
1. S c o p e o f S e r v i c e s A t t a c h m e n t This Attachment 1 to Exhibit A (“Attachment 1A or “Attachment”) supplements and incorporates by this reference the professional services agreement between the City of Sacramento (“CITY” or “City”) and EightCloud, LLC. (“CONTRACTOR” or “contractor”) for implementing the solution for the Grant Management system (the “Project” or “project”), (the “Contract”).
The Attachment 1A is the Scope of Services for the Contract. In the event of a conflict between the provisions of the Attachment and the Contract, the provisions of the Attachment 1A shall prevail. The defined word or terms in the Contract, if used herein, shall have the same meaning given to them in the Contract, unless otherwise expressly defined herein.
2. P r o j e c t S u m m a r y
Under this Contract, CONTRACTOR shall analyze, plan, and implement a system that allows City users to manage grants and funding sources (the “Project” or “project”).
3. T i m e o f P e r f o r m a n c e
Time of Performance. CONTRACTOR shall perform the Services on business days during the term of the Contract. The Contract shall start on the Effective Date and shall expire on December 31, 2023, unless otherwise extended or terminated in accordance with the provisions of this Contract.
4. D e f i n i t i o n s
“Business Day” means any day on or between Monday through Friday, except City recognized holidays.
5. P r oj e c t S c o p e
5.1 Implementation Solution. CONTRACTOR shall implement the solution, as per the requirements provided in the Request for Proposal Number P20071011004 ( the “RFP”) , which is attached hereto and incorporated herein by this reference as well any new requirements discovered during the design phase under Contract 2021-1361.
2 5.2 Overview of Contractor Responsibilities. The CONTRACTOR shall be responsible for the following project requirements: reporting and status management, communication with City personnel, document management, work progress management, building and maintaining the project plan, issue/problem management, resource management, knowledge transfer, risk management, and other similar duties as further described herein.
5.3 Project Plan. The CONTRACTOR’s Project Manager shall create a detailed project plan with dates, resources, dependencies, and risks identified. The project plan shall be comprehensive and shall include the tasks that are to be performed by both CONTRACTOR and City’s staff.
5.4 Status Reports. The CONTRACTOR’s Project Manager shall provide City with a written weekly status report indicating the status of the work that has been completed and a heat map of status of the key tasks. This written report shall also include all issues and risks of the project and mitigation strategies and efforts.
5.5 For the purposes of calculating any deadline for this Project, any submissions received after 5 p.m. Pacific Standard Time are deemed submitted on the next business day.
6. R o l es & R e s p o n s i b i l i t i e s
The City’s Project Manager shall be responsible for guiding the overall project management while the Contractor shall be responsible for designing, managing, and performing the tasks to complete each phase of the project.
The CONTRACTOR shall have an experienced Project Manager and Business Analyst on the implementation team for the solution. Contractor shall deliver all services remotely.
6.1. The City shall be responsible for:
Providing applications, subject matter experts, and other resources that will work with the CONTRACTOR’s team.
6.2. The CONTRACTOR shall be responsible for the following project requirements:
6.2.1. Managing and documenting work progress;
6.2.2. Building and maintaining the project plan;
6.2.3. Communicating and managing issues, problems, and risks;
6.2.4. Managing Contractor’s staff to completed deliverables and resources;
6.2.5. Coordinating training and knowledge transfer, and other similar duties as further described herein.
6.2.6. Leading the build review meetings;
6.2.7. Providing documentation as defined in the Deliverables section below and not to exceed a total of 50 pages of all activities and work products to the City throughout the project life cycle ;
6.2.8. Documenting all technologies and interfacing systems required to support the requirements of this project including comprehensive integration documentation;
3 6.2.9. Communicating any staffing or logistic issues with the City Project Manager;
6.2.10. Escalating any requests by sending an email or contacting City Project Manager for changes from this Attachment, and any additional requirements in the build phase, before any Build/Test, Train/Deployment, or Post Go Live Support is done related to those changes;
6.2.11. Attending daily/weekly project status meetings with City stakeholders; and
6.2.12. Providing in SharePoint the City Project Manager a progress report summarizing CONTRACTOR’s activities and status: The frequency of this report shall be that which is jointly agreed upon by both parties. This report shall include the following information:
i. List of activities underway and their status
ii. List of expected activities for the next two weeks
iii. List of outstanding, unresolved issues
iv. Proposed schedule changes and reasons for change
6.3. Project Staffing.
6.3.1. Contractor’s Project Manager and Build Consultant shall be identified at the start of the project and will be assigned for the length of this engagement. The individual staff assigned by Contractor for one of these roles to support this project is subject to the approval of the City’s Project Manager.
If the City and the Contractor do not agree to an individual staff member assigned by the Contractor as a substitute for a key staff role (Project Manager, Build Consultant), that individual staff member shall not work as key staff for the Project. If substitution of Contractor’s staff is requested/initiated by Contractor, the City's consent shall not be unreasonably withheld. The Contractor shall make every reasonable effort to provide suitable substitute staff. Substitution of staff will not be permitted without explicit City approval.
6.3.2. The City may request that Contractor replace a member of Contractor’s staff that is assigned to this project and shall advise Contractor in writing (i.e., email) of the basis for the request. In such event, Contractor shall provide a proposed suitable, substitute staff member resume within fifteen (15) business days of the date of the replacement request made by the City.
6.3.3. As this is a fixed-fee engagement, Contractor reserves the right to add or remove its project team staff; however, replacement or removal of Key Staff (Project Manager and Build Consultant) must be done in accordance with 2.3.1 above. As a fixed-fee engagement, a contract amendment is not required to make staffing changes in support of the project.
6.3.4. The Contractor and the City may mutually agree to add additional Contractor staff to perform services in support of additional services as required.
6.3.5. Steering Committee. The Steering Committee is the top escalation point for the project and performs the following functions:
6.3.5.1. Provides a controlling mechanism for overall project progress and changes to the Services
6.3.5.2. Meets during project kick-off and at defined intervals during Implementation
6.3.5.3. Members include:
i. City Sponsors (IT Director or designee)
ii. Executive Sponsors at EightCloud (VP and above)
iii. Project Managers (as needed)
4 7. P r o j e c t S c o p e: B u i l d, T e s t, T r a i n & D e p l o y , a n d S u p p o r t
7.1. Build of Solution.
7.1.1. CONTRACTOR shall build the solution, as per the designs provided in the following design documents which are stored in the Grants Management SharePoint Site and incorporated herein by this reference:
7.1.1.1. City of Sacramento Grants Functional and Technical Design FINAL
7.1.1.2. City of Sacramento Grants Integration Design FINAL
7.1.1.3. City of Sacramento Grants Portal UI UX Design FINAL
7.1.2. Project Plan. The CONTRACTOR’s Project Manager shall create a detailed project plan with dates, resources, dependencies, and risks identified. The project plan shall be comprehensive and shall include the tasks that are to be performed by both CONTRACTOR and City’s staff.
7.1.3. Status Reports. The CONTRACTOR’s Project Manager shall provide City with a written weekly status report indicating the status of the work that has been completed and a heat map of status of the key tasks. This written report shall also include all issues and risks of the project and mitigation strategies and efforts.
7.2. Build and Test.
7.2.1. During the Build and Test phase, the CONTRACTOR will build out the system per the Design documents provided in the Design phase. The CONTRACTOR shall create Salesforce objects (and related objects) related to Accounts, Contacts, Grant Opportunities, Funding Sources, Applications, Panels, Evaluations, Awards, Financial and Performance Reporting, and Vendor Risk Assessments.
The Contractor shall:
7.2.1.1. Develop business processes using Visual Flows, Accelerators, and development.
7.2.1.2. Develop alerts/notifications for all identified processes.
7.2.1.3. Develop document and email templates to be executed based on conditions and rules defined in the design documents.
7.2.1.4. Utilize the existing integration with Azure for staff and digital experience user authentication.
7.2.1.5. Create the desired security model (who sees what and when) as per the desig n documents.
7.2.1.6. Organize the UI (user interface) in support of the defined business processes in the design documents.
7.2.1.7. Includes setting up page layouts, creating list views, and setting up the application tabs and navigation both for internal and external users.
7.2.1.8. Develop reports and dashboards as identified in the design documents.
5 7.2.2. The CONTRACTOR and City shall collaboratively develop all user test cases/scripts for Acceptance testing.
7.3. TASKS of Build phase.
7.3.1. In performing this task, CONTRACTOR shall provide the following tasks:
7.3.1.1. Test Cases/Scripts. The Test Cases/Scripts shall provide steps for testing the system as each type of user. Each requirement should be covered by at least one test script, but one test script may cover more than one requirement.
7.3.1.2. Test Plan. The Test Plan will identify who all the testers are, which test scripts are assigned, and the schedule for completing the tests. A sample Test Plan which includes a sample test script may be seen here: https://eightcloud.quip.com/Vp5hAHo9Cmkc
7.3.1.3. System build complete. The fully built system shall be delivered for testing.
7.3.1.4. System Landscape Diagram. The system landscape diagram will identify all systems, including 3rd party applications that are a part of the build. Additionally, it will show the environments that are used to progress the build to production (ex. - build Sandbox, UAT/Test Sandbox, Production).
7.3.1.5. Test. During this task, City shall test according to the test plan and test scripts and provide all feedback to CONTRACTOR.
7.3.1.6. Test result tracker. All test results shall be documented in a tracker. All test failures shall be remedied or a work around/alternate solution/other approach shall be agreed upon between CONTRACTOR and City.
7.3.1.7. Training Plan. In preparation for the Train and Deploy phase, the training plan shall identify the audiences to be trained, the unique needs of the audience, the objectives of the training, the approach (schedule framework, delivery mechanism, curriculum), and the roles and responsibilities. A sample Training Plan may be seen here:
https://eightcloud.quip.com/Vp5hAHo9Cmkc
7.3.1.8. Train and Deploy. During the Train and Deploy phase, the CONTRACTOR shall train the trainer and core project team on how to use the system. The City shall provide one or more trainers to be trained. The CONTRACTOR, with the help of the City shall provide training materials including external and internal user training guides and system documentation.
7.3.1.8.1. Task: Training Preparation. In performing this task, CONTRACTOR shall provide with the City’s input the following deliverables:
i. External User Training Guide(s). Up to 50 pages in one or more documents as a resource to external users on how to use the external facing components (Salesforce Digital Experiences) of the system. ii. Staff/Internal User Training Guide(s). Up to 50 pages in one or more documents as a resource to staff users on how to use the internal facing components of the system.
iii. System Documentation. Up to 50 pages in one or more documents as a resource to the system administrator providing a high-level system overview including a system landscape diagram, high-level ERD, an overview of system processes, and key information that would be useful to the system administrator.
6 iv. Technical Documentation and Knowledge Transfer. Technical documentation explaining the interconnectivity of the application modules/components, source code documentation and knowledge transfer session to the technical team.
7.3.1.8.2. Train. In performing this task CONTRACTOR and City shall deliver training to end users, and the deliverables shall be completed training. Training shall be provided according to the training plan.
7.3.1.8.3. Deploy. In performing this task CONTRACTOR shall deploy system in production environment.
7.3.1.9. Support. Provide 90 days of support during the post go-live support, CONTRACTOR shall deliver a support tracker. The support tracker shall document all support issues. All valid failures shall be remedied, or a workaround, alternate solution, or other approach shall be agreed upon between CONTRACTOR and CITY. Also, this will track who needs to remedy an issue.
7.4. DELIVERABLES of Build phase.
All final design documents, including source codes, diagrams, documents, training materials shall be sent to City Project Manager by the completion of project.
8. A s s u m p t i o n s
8.1. Data Migration has the following considerations:
8.1.1. All source files to be provided by City of Sacramento in Excel or .csv format in a template to be provided by CONTRACTOR.
8.2. Data sets to be migrated are limited to:
8.2.1. Grant Opportunities (~8 records)
8.2.2. Checklists/Checklist Items to enable future Performance Reporting
8.2.3. Awards (~40 records)
8.2.4. Applications (~40 records)
8.2.5. Users (~40 records)
8.2.6. 1 PDF per Award (to be manually migrated)
8.2.7. Funding Source records (to be manually set up)
8.2.8. Data Migration will also include these deliverables:
8.2.8.1. Data Migration Plan
8.2.8.2. Detailed Steps to Import
8.3. Items indicating "Support" (Power BI Integration Support, Address Validation Implementation Support, Backup and Recovery Implementation Support) are 3rd party solutions for which EightCloud can assist with the installation/initial setup of the product if desired.
9. O p t i o n a l s e r v i c e s
The following services are optional. It is in the City’s sole discretion to add these services. If the City desires to add on these services, the City must do so in writing in accordance with the provisions of the Contract.
9.1. Google Analytics Setup
This item involves working with the City’s team to integrate Google Analytics with the Salesforce Digital Experience. The process includes setting up the connection, assistance with installing the Google Analytics
7 for Salesforce package, and guidance on initial setup of Google Analytics dimensions to work with Salesforce.
9.2. Grants Site Integration
Integration of Salesforce with either Grants.ca.gov or OpenGrants.io. The proposed integration would do the following:
9.2.1. Provide a simple user interface that would allow the user to enter a search term and filter by category.
9.2.2. Pull back search results from the chosen source database (Grants.ca.gov or OpenGrants.io).
9.2.3. Display search results to user in Salesforce and allow them to select one or more results.
9.2.4. Query the details of the selected results from the source database and load selected results into Salesforce as Grant Opportunity records.
9.3. Adobe Campaign Integration
This option involves implementing Adobe Campaign forms via links in Salesforce to capture subscription preferences. Additionally, it includes integrating Salesforce with Adobe Campaign via the API to push Grant Opportunity data into Adobe Campaign and working with the City’s Adobe Campaign team to set up a workflow to then send the necessary emails. Integration work would be done by Contractor while workflow in Adobe Campaign and sending of email would be performed by the City with Contractor’s assistance.
9.4. Custom Invoice Attachment
If a 3rd party document merge tool is not selected, it will be necessary to select this option in order to generate the invoices in the required format (as attachments to emails) in order to send the invoices to K2.
If a 3rd party tool such as Conga or Drawloop were selected, this option would not be necessary.
9.5. Power BI Integration Support
This option assumes a 3rd party solution (such as Dataddo.com) is selected to import Salesforce data into PowerBI for display on PowerBI reports and dashboards. Contractor will assist with the installation/initial setup of the product. Cost is for this initial installation/setup only.
9.6. Address Validation Implementation Support
This option provides hours for supporting the installation and initial configuration of a 3 rd party solution for address validation. Several options (ProvenWorks – AddressTools, Plauti – Record Validation, To A Finish – Address Verification) were identified that will likely meet the requirements. These options should be further evaluated by the City to select the option that best fits.
9.7. Adobe Sign Integration Implementation
In order to track approvals with digital signature on the application and award records, an integration with a digital signature tool is needed. The City already uses Adobe Sign. This option provides for setting up the integration between Adobe Sign and Salesforce and implementing it on the Application and Award.
9.8. Backup and Recovery Implementation Support
This option provides hours for supporting the installation and implementation of a backup and recovery solution for Salesforce (Contractor recommends implementing such a solution to protect against unwanted loss of data in the event of user error or malicious activity). Several options were identifie d (Salesforce Backup & Restore, OwnBackup, Gearset, Spanning) that will likely all meet the City’s needs. These options should be further evaluated by the City to select the option that best fits.
9.9. Data Retention
This option allows for building the data retention policy in Salesforce to allow for only retaining data as long as is appropriate per the City’s retention policy. This would require building custom apex which logic to identify which records should be removed. This item made sense to potentially consider for a future phase so it was estimated separately.
9.10. Data Migration
8 Data migration was not initially in scope so it was added separately as a menu option. All source files would be provided by the City in Excel or .csv format in a template to be provided by contractor. The data sets to be migrated include Grant Opportunities (~8 records), Checklists/Checklist Items to enable future Performance Reporting, Awards (~40 records), Applications (~40 records), Users (~40 records), 1 PDF per Award (to be manually migrated), and Funding Source records (to be manually set up). Da ta Migration will also include additional deliverables: Data Migration Plan and Detailed Steps to Import.
9 IT General Provisions
1. News Releases. Unless otherwise exempted, news releases, endorsements, advertising and social media content pertaining to this Contract shall not be made without the prior written consent of the CITY.
2. Rights in Work Product.
a. All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the CONTRACTOR pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including the CONTRACTOR’s administrative communications and records relating to this Contract (collectively “Work Product”), shall be the CITY’S exclusive property.
b. Software and other materials developed or otherwise obtained by or for the CONTRACTOR or its affiliates independently of this Contract (“Pre-Existing Materials”) do not constitute Work Product. If the CONTRACTOR creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other elements do not.
c. The CITY will have the same rights to the Work Product as it does to Deliverables. Such rights shall be unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. These rights shall also include the right to release or disclose the Work Product and to authorize any recipient to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any its purposes.
d. The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the CONTRACTOR or jointly by the CONTRACTOR and the CITY may be used by either party without obligation of notice or accounting.
e. This Contract shall not preclude the CONTRACTOR from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the CITY pursuant to this Contract.
3. CONTRACTOR’s Intellectual Property Rights. CONTRACTOR owns and reserves all right, title, and interest in CONTRACTOR devices and Services and suggestions to CONTRACTOR, including all related intellectual property rights.
4. Third Party Infringement Warranty. Subject to the representations and warranties of the CITY in connection with the materials and access supplied by CITY, CONTRACTOR represents and warrants that, to the best of CONTRACTOR’s knowledge, CONTRACTOR’s tools, services, background technology, know-how, resources, or materials do not knowingly infringe the rights of any third party, and use of the same in connection with the Project will not knowingly violate the rights of any
10 third parties except to the extent that such violations are caused by City Information, or the modification of, or use of the Deliverables in combination with materials or equipment outside of the scope of the applicable specifications, by CITY or third parties.
5. Third Party Infringement Indemnification. CONTRACTOR will indemnify CITY against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of CONTRACTOR’s devices or Services infringes or misappropriates the third-party’s intellectual property rights by a court of competent jurisdiction or settlements entered into with a third party for any third-party claim against CITY of intellectual property infringement by the CONTRACTOR’s devices or Services.
CITY will promptly provide CONTRACTOR with written notice of such claim, tender to CONTRACTOR the defense or settlement of such claim at CONTRACTOR’s expense and cooperate fully with CONTRACTOR in the defense or settlement of such claim. CONTRACTOR’s intellectual property indemnification obligations do not apply to claims based on (a) modification of CONTRACTOR’s devices or Services by CITY or a third-party not approved by CONTRACTOR; (b) use of CONTRACTOR’s devices and Services in combination with hardware or services not approved by CONTRACTOR; (c) use of CONTRACTOR’s devices and Services other than as permitted in this Agreement; or (d) use of CONTRACTOR’s software that is not the most current release provided by CONTRACTOR to the extent that such release is provided by CONTRACTOR to CITY at no additional cost to the CITY. In the event an injunction is sought or obtained against CITY’s use of the CONTRACTOR’s devices or Services as described under this Agreement as a result of any such infringement claim, CONTRACTOR shall, at its sole option and expense, do one or more of the following: (i) procure for CITY’s right to continue using the affected CONTRACTOR device or Service, (ii) replace or modify the affected CONTRACTOR’s device or Service so that it does not infringe, or (iii) terminate CITY’s access to the affected device or Service.
6. Third Party Beneficiaries. The representations, covenants, obligations, rights, and agreements of the parties set forth in this Contract are not intended for, nor shall they be for the benefit of or enforceable by, any third party or person not a party to this Contract including, without limitation CITY’s end user, suppliers, and/or customers. Under this Contract, CONTRATOR shall have no relationship with the customers to which CITY may provide service. CITY further acknowledges and agrees that no fiduciary relationship arises with CONCTRACTOR under this Contract.
7. Third Party Agreements Warranty. CONTRACTOR represents and warrants that CONTRACTOR’s Agreement to perform the services pursuant to this Contract does not violate any agreement or obligation between CONTRACTOR and a third party.
8. Deliverables.
11 a. “Deliverables” as used here means the items, including, without limitation, reports, graphs, charts, codes, and other documentation that CONTRACTOR provides the CITY pursuant to this Contract. CITY shall be granted all right, title, and interest in and to the deliverables. CITY shall have no restrictions on CITY’s use or dissemination of the deliverables. CITY shall have no restrictions on CITY’s use or dissemination of the Deliverables. Notwithstanding any other provision of the Contract, "Deliverables" does not include CONTRACTOR’s software documentation or code in any format. All right, title and interest in and to the services and the underlying software and any and all modifications, derivative works or innovations of the services or the software, including all intellectual property rights embodied therein, shall be retained in full by the owner. CONTRACTOR shall provide the following deliverables:
Any item within a section or subsection titled: DELIVERABLE
b. All Deliverables may be subject to inspection, testing, and acceptance by the CITY, at the CITY’s sole discretion. CONTRACTOR shall furnish to CITY all information and data as may be reasonably required to inspect the Deliverables.
c. CITY will give written notice of rejection of a Deliverable within a reasonable time after receipt of the Deliverable. The notice will state the respects in which the Deliverables do not substantially conform to the specifications of the Contract. If the CITY does not provide the notice of rejection within five (5) business days of delivery of the Deliverable, the Deliverable will be deemed to have been accepted by the CITY.
d. Acceptance by the CITY will be in writing, final, and irreversible, except as it relates to latent defects, fraud, and gross mistakes or negligence amount to fraud. Acceptance shall not be construed to waive any warranty rights that the CITY might have at law or by express reservation in this Contract with respect to any nonconformity.
e. Unless otherwise specified in the Contract, ownership and title to the Deliverable shall remain with the CONTRACTOR until such time as CITY accepts the Deliverable as described herein.
9. Warranty.
a. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, THE CONTRACTOR
MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARICULAR PURPOSE.
12 10. Excusable Delay or Failure. Neither party will be in default or otherwise liable for any delay, or failure of its performance under this Contract to the extent such delay, or failure arises by reason of act of God, the elements, adverse weather conditions, fire, flood, riots, strikes, accident, war, governmental requirement or any action of government in its sovereign capacity, or act of civil or military authority whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control and without the fault or negligence of the affected party (each constituting an “Excusable Delay or Failure”). Any such Excusable Delay or Failure shall suspend the Contract until the Excusable Delay or Failure ceases, and, if practical, the Contract shall be deemed extended for the suspended period accordingly.
11. Cyber Liability Insurance. Contractor shall obtain cyber liability insurance, with limits not less than $2,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
If policy is a claims-made policy such coverage shall be continued for five (5) years following the completion of all services and additional service under this Agreement. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for minimum of five (5) years after completion of contract work.
12. Technology Professional Liability (E&O). CONTRACTOR shall obtain technology professional liability, with limits not less than $1,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR under this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If policy is a claims-made policy, such coverage shall be continued for three (3) years following the completion of all services and additional services under this Contract. The retroactive date must be prior to the date this Contract is approved or any services are performed.
13 13. Non-solicitation. During the term of this Agreement and for one year thereafter, each party agrees not to solicit for employment any of the other party’s employees that were directly involved in the performance of Services hereunder. For further clarification, this requirement does not prohibit either party’s employees from seeking employment with the other party or responding to general advertisements or recruitments of the advertising party so long as the advertising party’s advertisements or recruitments did not target the other party’s employees. Notwithstanding any other provision of this Agreement, this section 9.6 survives the expiration or termination of the Agreement.
14 Attachment 1 to Exhibit B
This Attachment 1 to Exhibit B (“Attachment 1B or “Attachment”) supplements and incorporates by this reference the Agreement between the professional services between the City of Sacramento (“CITY” or “City”) and EightCloud, LLC. (“CONTRACTOR” or “contractor”) for designing a solution for the Grant Management system (the “Project”), (the “Contract”).
The following includes the costs for services under this Contract. Payment must be by written approval of the CITY Project Manager upon completion of each TASK in the scope and listed in the payment schedule below. CITY will not reimburse the CONTRACTOR for software license/subscription, equipment & travel cost as incurred.
Fee Schedule
Project Milestones Total ($)
Build & Stabilize 388,000
Deploy 157,600
Support & Govern 35,840
Total $581,440
Optional Services (not part of the above total)
Google Analytics Setup $6,000
Grants Site Integration $63,600
Adobe Campaign Integration $25,200
Custom Invoice Attachment $16,000
Power BI Integration Support $3,200
Address Validation Implementation Support $4,800
Adobe Sign Integration Implementation $10,000
Backup & Recovery Implementation Support $2,000
Data Retention $28,000
Data Migration $24,000
Note: *Payment upon Project Milestones are completed and accepted by City.
Assumptions:
Cost is for this initial installation/setup only.
Custom Invoice Attachment - This item would only be required if a third-party solution (e.g., Conga or Drawloop) is not implemented for generating merge documents.
Form Approved by City Attorney 2-14-2017
Executed as of the day and year first above stated.
CITY OF SACRAMENTO CONTRACTOR
A Municipal Corporation
___________________________________
NAME OF FIRM
By:___________________________________ By: ________________________________
Print name:____________________________ Print name:__________________________
Title:_________________________________ Title: _______________________________
For: Howard Chan, City Manager
APPROVED AS TO FORM:
_____________________________________
Title:
ATTEST:
____________________________________
City Clerk
EightCloud, LLC
Stuart Jones (Jan 6, 2023 10:41 MST)
Stuart Jones
Stuart Jones
Delivery Director
audreyell anderson (Jan 6, 2023 13:56 PST)
St. Deputy City Attorney