Technology-Related Professional Service Agreement Page 1 of 16 Rev 5/24
CITY OF SAN MATEO
AGREEMENT WITH CATALIS PUBLIC WORKS & CITIZEN ENGAGEMENT, LLC FOR
MASTER TECHNOLOGY-RELATED PROFESSIONAL SERVICES
This Professional Services Agreement (hereinafter “Agreement”), made as of this day of ____________________, is entered into by and between Catalis Public Works & Citizen Engagement, LLC, (hereinafter referred to as “VENDOR”), a Limited Liability Company, and the City of San Mateo (hereinafter referred to as “CUSTOMER”), a municipal corporation in the State of California.
RECITALS:
A. CUSTOMER desires certain equipment, software, maintenance and support services hereinafter described.
B. CUSTOMER desires to engage VENDOR to provide these professional services by reason of its qualifications and experience for performing such services and VENDOR has offered to provide the required services on the terms and in the manner set forth herein.
NOW, THEREFORE, IT IS AGREED as follows:
SECTION 1 – DEFINITIONS
1.1 “Acceptance” means that CUSTOMER has accepted in writing that the Professional Services, Deliverables or other goods and services as agreed to as part of this Agreement were performed and delivered in accordance with the Statement of Work or Change Order. CUSTOMER will create a list of non-conforming elements which must be corrected before Acceptance, except for minor or inconsequential errors, and such Acceptance shall not be unreasonably withheld. If Professional Services are for the implementation of a software or a system, then within sixty (60) days of the Go Live Date (as defined below) CUSTOMER will create a list of Defects (as defined below) which must be corrected before Acceptance, except for minor or inconsequential errors.
1.2 “Applicable Specifications” means the functional, operational and other characteristics of the Services or deliverables, timeline, milestones, assumptions, testing and validation criteria, and other specifications as described in the Statement of Work or Change Order.
1.3 ”Change Order” is a mutual agreement in writing by both Parties changing the scope of the project. The Change Order will include information such as but not limited to the date executed, due date, scope of work, assumptions, agreed upon cost, hours and rates, job responsibilities, deliverables, verification and acceptance testing, payment terms, requestor, and approving parties).
1.4 “Customization” means but is not limited to all code, software modifications or computer programming to the licensed Software developed or modified under the terms of this Agreement or related Change Order or Statement of Work.
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1.5 “Defect” means (i) an omission in software code causing the software or integration links to operate such that it is not in compliance with the Applicable Specifications or (ii) the media on which the product(s) is delivered is damaged or corrupted such that the software does not load properly, (iii) the documentation contains gaps and/or erroneous information with regard to the deliverables, (iv) the services delivered did not meet the Applicable Specifications or were not performed in a professional manner consistent with experts and professionals in the industry, or (v) errors, problems or other irregularities in the deliverables.
1.6 “Effective Date” means the date that this Agreement takes effect, which unless otherwise stated, will be the date set forth on Page One of this Agreement upon being signed by duly authorized representatives of VENDOR and CUSTOMER.
1.7 “Go Live Date” is the date of the first production use of the licensed Software or deliverables from this Agreement by Customer where the Customer is using the Software or deliverable to manage its normal business operations. Prototype development and testing, data conversion and testing, initial system training, and conference room pilot operations and testing take place before the Go Live Date.
1.8 “Professional Services” means all services provided by VENDOR which are primarily intellectual and mental, and performed by qualified personnel. Such services may include without limitation project planning, consulting, project management, data conversion, training, programming, and development of Customizations.
1.9 “Software” means the Vendor’s computer software program(s) licensed by CUSTOMER and identified in the software license agreement.
1.10 ”Statement of Work” means a document mutually developed and agreed upon by both parties which describes in detail the services to be provided by Vendor, implementation schedule and phases, responsibilities of Customer and Vendor, description and schedule of training, detailed list of professional services fees and expenses by major work task, acceptance plans, assumptions, risks, training schedule and description, etc.
SECTION 2 - SCOPE OF SERVICES
2.1 The scope of services to be performed by VENDOR under this Agreement is as described in the Statement of Work in Exhibit A of this Agreement, which is attached and incorporated by reference.
2.2 Customizations.
2.2.1 All CUSTOMER initiated Customizations shall be made using the Change Order process described herein and shall be compensated at VENDOR’s then prevailing, or other mutually agreeable rates, on a time and materials basis.
2.2.2 Once installed and Accepted, all Customizations shall be considered part of the Licensed and Covered Software.
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2.2.3 CUSTOMER shall, within sixty (60) days of Acceptance of any Customization pay VENDOR a mutually agreeable and pro-rated additional Maintenance and Support Fee for any Customization.
2.3 Customer’s Rights to Engage Other Consultants. CUSTOMER reserves the right to engage other consultants in connection with this Agreement. Any third party receiving confidential information or trade secrets under this paragraph must agree to the same prohibition against disclosure as CUSTOMER and VENDOR may require that any such third party execute a non-disclosure agreement which includes widely accepted and reasonable non-disclosure terms.
2.4 Progress. VENDOR shall keep the Project Manager and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned hereunder, and any meetings that have been scheduled or are desired relative to the Professional Services or relative to this Agreement.
2.5 Scheduling. VENDOR shall generally have no obligation to work any particular schedule, unless otherwise provided in this Agreement or in the Statement of Work. VENDOR shall coordinate the provision of the Professional Services with CUSTOMER in such a fashion and schedule so as to achieve the results sought under the terms of this Agreement.
2.6 Statement of Work. The Services, such as but not limited to training, software implementation, software development and customization, consulting, and interface development, will be performed pursuant to and in accordance with the Statement of Work attached hereto as Exhibit A of this Agreement.
2.7 Change Orders. Change Orders applicable to the Statement of Work shall be negotiated and implemented as described in the Statement of Work or as otherwise agreed to by the duly authorized representatives of both parties. VENDOR shall use its best efforts to provide all costs, Third Party Software, additional platform and infrastructure requirements, additional training requirements, and any other additional component or services within fifteen (15) business days of receipt of a Change Order.
SECTION 3 - DUTIES OF VENDOR
3.1 Vendor Responsibilities. VENDOR warrants that it has all requisite power and authority to conduct its business and to execute and deliver, and to perform all of its obligations under this Agreement.
VENDOR warrants that the individual who has signed this Agreement representing VENDOR has the legal power, right and authority to enter into this Agreement so as to bind VENDOR to perform the conditions contemplated herein.
VENDOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by VENDOR under this Agreement. VENDOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.
VENDOR represents that it is qualified to furnish the services described under this Agreement.
VENDOR shall be responsible for employing or engaging all persons necessary to perform the services of VENDOR.
VENDOR agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.
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3.2 Vendor’s Responsibilities for Costs and Expenses. VENDOR shall be responsible for all costs and expenses incurred by VENDOR, personnel of VENDOR, and subcontractors of VENDOR, in connection with this Agreement and performance of the Professional Services, including, without limitation, payment of salaries, fringe benefit contributions, payroll taxes, withholding taxes and other taxes or levies and all other amounts due to its personnel and subcontractors, office overhead expenses, travel expenses except as otherwise agreed, telephone and other telecommunications expenses, and document reproduction expenses.
3.3 Travel Expenses. Travel and related expenses shall be necessary, reasonable and consistent with CUSTOMER’s travel policies, and shall be mutually agreed upon in advance. CUSTOMER shall not be responsible for any VENDOR travel time
3.4 Vendor Personnel and Professional Services Warranty. The Services shall be performed by VENDOR or under its supervision, and VENDOR shall be responsible for all actions and work product(s) of the personnel working on behalf of VENDOR in the performance of this Agreement.
VENDOR represents that it possesses the professional and technical personnel required to perform the Professional Services for this Agreement and as defined in the Statement of Work. VENDOR warrants that all Services will be performed diligently and in a timely, professional and workmanlike manner by experienced and competent personnel with the care and skill ordinarily exercised by members of the profession practicing under similar conditions using all common and widely accepted practices and professional standards for Services such as but not limited to installing, implementing, deploying, and maintaining the Product.
VENDOR represents and warrants that (i) none of the Services or any part of this Agreement is or will be inconsistent with any obligation VENDOR may have to others; (ii) the Services, deliverables or work products as they are delivered to CUSTOMER will not infringe, misappropriate or violate any intellectual property or other right of any person or entity; and (iii) VENDOR has the full right to provide CUSTOMER with the assignments and rights provided herein (including without limitation, through execution of appropriate written agreements with its employees, agents and subcontractors).
3.5 Remedies for Non-Performance of Services. If any element of the Services does not conform to the warranty on Professional Services, then CUSTOMER shall notify VENDOR in writing of such nonconformance.
VENDOR shall timely re-perform such element in a manner that does conform, provided, however, that if such re-performance is impracticable, VENDOR shall timely refund the fees allocable to such nonconforming element.
At its sole discretion, CUSTOMER may withhold payment for non-conformance to professional standards, excessive or unauthorized costs, or defects in deliverables until remedied, and no interest, penalties or late fees shall apply to such withholdings.
3.6 Cooperation with Customer’s Project Manager. As required herein or in the Statement of Work, CUSTOMER shall designate a Project Manager for the project effort to implement the Product. VENDOR shall work closely and cooperate fully with CUSTOMER’s designated Project Manager, and any other agencies which may have jurisdiction over or interest in the Software and related Professional Services. The Project Manager will administer this Agreement on behalf of CUSTOMER. The Project Manager, or his/her designee, shall be the principal officer of CUSTOMER for liaison with VENDOR, and shall review and give approval to the details of the Scope of Work and Services as described in the Statement of Work and any Change Orders or Amendments to this Agreement. The Project Manager shall be specified in the Statement of Work which is mutually agreed to between CUSTOMER and VENDOR. CUSTOMER reserves the right to change its Project Manager.
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3.7 Vendor Marketing. No news releases, including photographs, public announcements, or confirmations of the same, relating to any part of the subject matter of this Agreement or any phase of providing the Professional Services shall be made without prior written consent of CUSTOMER. The information which VENDOR acquires related to its performance of the Professional Services shall be kept confidential unless the release of information is authorized in writing by CUSTOMER.
3.8 Electronic Format for Supporting Documentation. All VENDOR and Third Party Supporting Documentation provided electronically shall be provided in a form and format that does not require CUSTOMER to purchase additional Third Party Software to view and print the Supporting Documentation.
3.9 Virus Free. VENDOR warrants that to the best of its knowledge there are no viruses, backdoor entries, time bombs, unauthorized programming, lockout devices or other disruptive technologies being shipped with deliverables, products or software in this Agreement. CUSTOMER will notify VENDOR in writing if it detects such disruptive technologies and will provide any information that it may have regarding the nature of such non- conformance. VENDOR will correct such non-conformance in a timely manner and at no cost to CUSTOMER.
SECTION 4 - DUTIES OF CUSTOMER
CUSTOMER shall provide pertinent information regarding its requirements for the project.
CUSTOMER shall examine documents submitted by VENDOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of VENDOR'S work.
SECTION 5 - TERM
The services to be performed under this Agreement shall commence upon execution of this Agreement and be completed on September 1, 2028. Extensions will be by amendment only.
SECTION 6 - PAYMENT
Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in the Scope of Services, CITY agrees to pay CONTRACTOR a fee in an amount of $140,500, pursuant to rates stated in Exhibit A.
SECTION 7 – TERMINATION
Without limitation to such rights or remedies as CUSTOMER shall otherwise have by law, CUSTOMER shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon 90 days' written notice to VENDOR. VENDOR agrees to cease all work under this Agreement upon receipt of said written notice.
Either party may terminate this Agreement upon sixty (60) days prior written notice to the other in the event of the other's failure to cure a material breach within thirty (30) days after receipt of the terminating party's written notice of default concerning the same.
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SECTION 8 - OWNERSHIP OF DOCUMENTS
All documents prepared by VENDOR in the performance of this Agreement are and shall be the property of CUSTOMER, whether the project for which they are made is executed or not. Vendor retains ownership of all Vendor Intellectual Property that Vendor delivers to City pursuant to the Services performed. The right of City to use the Software and associated Software-related documentation is for City’s internal use only and limited to the field of use described in the Agreement. No title or ownership in the Software or Software-related documentation is transferred to City. City shall not copy or in any way duplicate the Software, except for necessary backup and archival procedures approved by Vendor in advance and in writing. Only City’s employees and necessary contractors acting in the proper scope of their services to City may access or use the Software or Software-related documentation. City shall not adapt, modify, reverse engineer, decompile, or disassemble, in whole or in part, any of the Software and/or any Software-related documentation.
SECTION 9 - CONFIDENTIALITY
All reports and documents prepared by VENDOR in connection with the performance of this Agreement are confidential until released by CUSTOMER to the public. VENDOR shall not make any such documents or information available to any individual or organization not employed by VENDOR or CUSTOMER without the written consent of CUSTOMER before any such release.
The following shall not be considered Confidential or Proprietary Information: (i) any information in the public domain at the time of its communication thereof to either party by the other party; (ii) any information which enters the public domain, through no fault of the receiving party subsequent to the time of its communication to the receiving party; (iii) any information which is obtained in good faith by either party from a third party, provided such third party is not bound by a confidentiality agreement with Vendor or Customer, as applicable; (iv) information that was already known to that party prior to the date of disclosure to that party; (v) information which the receiving party establishes was developed independently of confidential or proprietary information furnished to it; and (vi) information that is required to be disclosed to any court, government authority or regulatory authority or pursuant to requirement of any state or federal law.
SECTION 10 - INTEREST OF VENDOR
VENDOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.
SECTION 11 - VENDOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, VENDOR shall at all times be considered an independent Vendor as defined in Labor Code Section 3353, under control of the CUSTOMER as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make VENDOR an agent or employee of CUSTOMER while providing services under this Agreement.
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SECTION 12 – PERSONNEL REVIEW AND APPROVAL
VENDOR shall have the right to assign personnel to this Agreement, but CUSTOMER shall have the right of review of VENDOR’s personnel assigned to the project, including all subcontractors. This includes but is not limited to CUSTOMER’s ability to require a timely replacement.
VENDOR warrants that each person assigned to this Agreement will be for the duration of the project with full- time efforts except as specified or agreed to by CUSTOMER, or due to the following exceptions: illness, death, termination or resignation from VENDOR. No subcontractors shall be used on the project without the express written approval of CUSTOMER.
SECTION 13 - INDEMNITY
VENDOR agrees to hold harmless and indemnify City, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of VENDOR’s performance of this Agreement, except those claims arising out of City’s sole negligence or willful misconduct. VENDOR agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The VENDOR’S duty to indemnify shall survive expiration or early termination of this Agreement. To the extent allowable by law, in no event shall either party’s aggregate liability under this Agreement exceed the Fees paid to Vendor under this Agreement. Neither party shall be responsible in any event for damages resulting from loss of data, loss of profits, and/or loss of use of product, or for any incidental, special, or consequential damages, even if advised of the possibility of such damages. This limitation of a party’s liability shall apply regardless of the form of action, whether in contract or tort, including negligence.
SECTION 14 - INSURANCE
VENDOR shall procure and maintain for the duration of the contract the insurance specified in Exhibit B of this agreement.
SECTION 15 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of VENDOR and cannot be transferred, assigned, or subcontracted by VENDOR without the prior written consent of CUSTOMER.
SECTION 16 - RELIANCE UPON SKILL OF VENDOR
It is mutually understood and agreed by and between the parties hereto that VENDOR is skilled in the performance of the work agreed to be done under this Agreement and that CUSTOMER relies upon the skill of VENDOR to do and perform the work , and VENDOR agrees to thus perform the work. The acceptance of VENDOR's work by CUSTOMER does not operate as a release of VENDOR from said obligation.
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SECTION 17 - WAIVERS
The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either Party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.
SECTION 18 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.
SECTION 19 - NON-DISCRIMINATION
VENDOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither VENDOR nor any of its sub-Vendors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.
SECTION 20 – MEDIATION
20.1 Dispute Resolution. In the event of any dispute between the parties hereunder, the parties shall first attempt to resolve the dispute at the Project Manager level representing CUSTOMER and his/her equivalent representing VENDOR. If the dispute is not resolved at this level within ten (10) business days of the date the other party is first informed of the dispute in writing, the parties shall attempt to resolve the dispute at the City Manager level and his/her equivalent representing VENDOR. The use of the foregoing procedure is a condition precedent to the commencement of any mediation or other legal proceedings hereunder.
20.2 Mediation. Should any dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within thirty (30) days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process.
The cost of mediation shall be borne equally by the Parties. Neither Party shall be deemed the prevailing party.
No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than sixty (60) days, unless the parties extend the maximum time.
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The
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parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a "blindfolded" process.
The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party.
No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.
SECTION 21 - LITIGATION
VENDOR shall testify at CUSTOMER'S request if litigation is brought against CUSTOMER in connection with VENDOR'S services under this Agreement. Unless the action is brought by VENDOR, or is based upon VENDOR'S wrongdoing, CUSTOMER shall compensate VENDOR for preparation for testimony, testimony, and travel at VENDOR'S standard hourly rates at the time of actual testimony.
SECTION 22 - NOTICES
All notices, requests, consents and approvals hereunder shall be in writing and shall be delivered with proof of receipt where official proof of receipt can be validated, postage prepaid, and addressed as follows:
To CUSTOMER: Peter K. Owen
City of San Mateo
330 W. 20th Avenue
San Mateo, CA, 94403
To VENDOR: Catalis Public Works & Citizen Engagement,
LLC
Attn: Mike LeBeau
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
Either party may change its address or addressee for the purposes of this paragraph by notice. Notice given in accordance with this paragraph shall be deemed given when received.
SECTION 23 – TOBACCO FREE STANDARDS
CUSTOMER has adopted a policy which prohibits the use of tobacco products within CUSTOMER buildings, vehicles or on CUSTOMER property. VENDOR employees, subcontractors, or employees of subcontractors shall abide by the policy during the performance of this Agreement.
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SECTION 24 – TAXES
CUSTOMER shall be liable for all federal, state, municipal or other governmental taxes, duties charges or costs, however designated, now or hereinafter imposed, upon the Services and deliverables of this Agreement exclusive, however, of taxes based upon net income, gross income or net worth of VENDOR; taxes based upon the franchise of VENDOR; taxes based upon any equipment or software, other than that which is licensed in this Agreement, which are owned by the VENDOR; or taxes paid by or for any employee of the VENDOR. CUSTOMER reserves the right to review the tax charges and, in no event, will be responsible to pay more than is appropriate or actually paid under applicable law. VENDOR will pass on to CUSTOMER any tax refunds received with respect to the CUSTOMER’s previous payment or reimbursement of applicable taxes hereunder.
SECTION 25 – COOPERATION/FURTHER ACTS
The parties shall fully cooperate with one another in attaining the purposes of this Agreement and, in connection therewith, shall take any such additional further acts and steps and sign any such additional documents as may be necessary, appropriate and convenient as related thereto.
SECTION 26 – TRANSITION COOPERATION
Upon termination of this Agreement for any reason, VENDOR agrees to, upon CUSTOMER’s written request:
1. Provide sufficient efforts and cooperation to ensure an orderly and efficient transition of services to CUSTOMER or its contractor without degradation of the quality and level of VENDOR’s performance of its services to CUSTOMER.
2. Return to CUSTOMER all data records, logs and documentation in a mutually agreeable format, including full disclosure of the custom software code and system design, third party suppliers and other pertinent information about the services required to perform the Services for CUSTOMER.
3. Furnish phase-in training, and phase-in/phase-out services for up to ninety (90) calendar days after termination of this Agreement.
4. Negotiate in good faith a plan with a successor to determine the nature and extent of phase- in/phase-out services required. The plan shall specify a date for transferring responsibilities and shall be subject to CUSTOMER’s approval.
SECTION 27 – FORCE MAJEURE
Neither Party will incur any liability to the other on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond its reasonable control and without negligence of the Parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of terrorism, floods, and earthquakes.
SECTION 28 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CUSTOMER and VENDOR and supersedes all prior negotiations, representations, and agreements, either written or oral. Unless set forth herein, neither Party shall be liable for any representations made whether orally or in writing.
This document may be amended only by written instrument, signed by duly authorized representatives of both CUSTOMER and VENDOR.
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The documents constituting the Agreement between both Parties are intended to be complementary so that what is required by any one of them shall be as binding as if called for by all of them. The Exhibits shown below constitute a material part hereof, and are hereby incorporated by reference herein as part of this Agreement.
1. Exhibit A - Statement of Work and Fee Schedule
2. Exhibit B - Insurance Requirements
In the event of a disagreement between the various documents relating to this Agreement, the order of precedence shall be as follows (in order from most controlling to least controlling):
1. This Agreement
2. Statement of Work & Fee Schedule
SECTION 29 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, CITY OF SAN MATEO and Catalis Public Works & Citizen Engagement, LLC have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives, and hereto have accepted the terms, conditions, and provisions set forth above.
CITY OF SAN MATEO
VENDOR
Peter K. Owen
Director of Information Technology
Date Catalis Public Works & Citizen
Engagement, LLC
Mike LeBeau
Regional Sales Manager
Date
APPROVED AS TO FORM
Linh Nguyen
Assistant City Attorney
Date
Attachments:
Exhibit A - Statement of Work and Fee Schedule
Exhibit B - Insurance Requirements
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EXHIBIT A
STATEMENT OF WORK AND FEE SCHEDULE
Catalis Order Form (v0325) 1
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
ORDER FORM
CUSTOMER INFORMATION
Customer: San Mateo, CA Phone: 650-522-7008
Primary Contact: Jenifer Forsythe
Address: 330 West 20th Avenue
San Mateo, CA 94403
System
Administrator:
Jenifer Forsythe
[email protected]
Billing Contact: Jenifer Forsythe ACH: ☐
Billing Email: [email protected] PO Required: ☐ PO No.: ___________ Billing Phone: 650-522-7008 Tax Exempt: ☐
Catalis Representative: Mike LeBeau, [email protected], 2032280034
TERM
Subscription Start Date: September 1st, 2025
The Subscription Start Date is the date the Software will be provisioned to the System Administrator. The Initial Term of the Subscription shall begin on the Subscription Start Date and will continue for three (3) years (“Initial Term”).
BILLING SUMMARY
1. Software Subscription Fees shall be billed up on the Subscription Start Date and annually in advance thereafter.
2. One-time Professional Services Fees shall be billed each month for services provided in the preceding month.
3. Invoices shall be due and payable within thirty (30) calendar days following invoice by Catalis.
PRICING
Pricing below is valid through August 31st, 2025. Pricing is subject to change after this date.
1. Software Subscription Fees
Year 1 Year 2 Year 3
Request Management Enterprise- SaaS License
Unlimited Users
Annual Subscription
Training - Catalis Academy subscription
Support – full access to Catalis Support
Citizen Branded app – iOS & Android –
updates and changes
Performance Transparency Dashboards –
updates and changes
Integration support and maintenance – ESRI
ArcGIS, Cartegraph
Maintenance, Upgrades & API access
$38,500.00 $38,500.00 $38,500.00
Total Subscription Fees $38,500 $38,500 $38,500
Catalis Order Form (v0325) 2
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
2. One-Time Professional Services Fees
Request Management Enterprise Implementation
Dedicated Catalis PM until product launch
Training – Administrative training – Virtual
Citizen Branded app design and launch
Build, setup, configuration and support of product integrations – ESRI ArcGIS & Cartegraph Transparency Dashboard setup and configuration
$25,000.00
Onsite Kickoff and/or Training (optional)
2 days minimum
$2,500.00/day
Total One-time Fees $25,000.00
If Catalis anticipates any aspect of the One-Time Professional Services to exceed the above estimate(s) by ten percent (10%) or more, Catalis will advise Customer, and secure a written agreement to proceed with said overage. Customer agrees to pay Catalis for any overage hours at the same rate(s) quoted and according to the terms of this Work Order. Catalis will invoice Customer each month for services provided in the preceding month.
TERMS AND CONDITIONS
General Notes:
1. The Parties agree to keep all aspects of this agreement confidential to the extent permitted by law.
2. Order Form line items represent estimates based upon initial evaluation of project complexity and duration. The actual time to complete the scope of work may vary. The Pricing listed above is estimated based on the information available to Catalis at the time of the making of this Order Form.
3. Following adoption of this Order Form, changes to the Statement of Work must be memorialized with a written Amendment or Work Order, without regard to whether the change affects costs, and must be approved in writing by Catalis and the Customer. If the changes impact cost, an estimate of the cost impact shall be included. Any cost for future Professional Services, customizations, modifications, or integrations shall be provided at the Catalis standard hourly services rate. The Statement of Work shall be subject to the terms of this Agreement.
Catalis Order Form (v0325) 3
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
ACCEPTANCE
By signing below, signatories represent that they are validly authorized to enter into this Order Form and accept their terms and conditions. The Order Form is dated effective and shall be considered binding upon execution (“Effective Date”) by and between both parties.
San Mateo, CA:
By: _______________________________________
Name: _______________________________________
Title: _______________________________________
Date: _______________________________________
CATALIS PUBLIC WORKS & CITIZEN ENGAGEMENT, LLC:
By: _______________________________________
Name: _______________________________________
Title: _______________________________________
Date: _______________________________________
Catalis Order Form (v0325) 4
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
City of San Mateo AGREEMENT WITH Catalis Public Works & Citizen Engagement, LLC
FOR MASTER TECHNOLOGY-RELATED PROFESSIONAL SERVICES PLACEHOLDER
SCHEDULE A: SOFTWARE DESCRIPTION AND SCOPE OF USE
Your SaaS license of RME includes – Unlimited licenses/users, call center access, resident portal, resident branded app (iOS & Android) interactive reporting (public and internal), access to Catalis academy, API access (includes documentation & support), maintenance, hosting, support and product upgrades. A dedicated customer success manager will be provided for you following launch of the product. San Mateo will have access at all times to 2 different environments – production and development.
Integrations – following the build and launch of the integrations discussed in Schedule B, Catalis will provide support and the necessary maintenance.
Catalis Order Form (v0325) 5
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
SCHEDULE B: PROFESSIONAL SERVICES - ONE-TIME SCOPE OF WORK
Phase 1: Introduction
After signing the contract, your sales contact will introduce you to your project managers on the Catalis team. You will schedule an initial kick off call to discuss the timeline of the project.
Meet Your Project Management Team! – This is the first call you will have with your project managers from Catalis. The discussion will involve all project leads on your end. Your project managers from Catalis will go over the phases of this project and the requirements needed in order to get Request Management Enterprise up and running. Any outside integrations will be discussed during this time. While this is being discussed a timeline will be built out based upon your f ull launch date.
Kick off Meeting –During this kick-off meeting, your project managers from Catalis will give a presentation to your departments and other stakeholders showing how they can greatly benefit from using Request Management Enterprise.
Your project managers will answer any questions the departments may have during this time. Following the presentation, the Catalis team will meet with additional stakeholders to discuss their involvement.
Administrator Training – Our PM will be in touch with you and your “admin” users to schedule a times for onsite training to take place. This first session, Administrator Training, is directed towards power users of Request Management Enterprise.
These will be users who will be making additions, changes, or overlooking Request Management Enterprise. During this webinar you will get a much better understanding of how the requirements needed for implementation will drive the performance of Request Management Enterprise. You will be provided with an in-depth view of how Request Management Enterprise works. The PMs will give many examples and answer any questions you may have during this call. These sessions are followed by additional sessions as the project moves along.
Phase 2: Implementation
During your introductory call with your project managers from Catalis, they will provide you with a list of requirements needed for implementation. They will work with you and other departments to gather this data. A call will be setup between your IT and GIS departments to discuss additional data the Catalis team will need. The minimal data needed for implementation will be:
Phase 1
Introduction
Week 1
Phase 2
Implementation
Week 1 - 6
Phase 3
Intergations &
Configurations
Week 6-12
Phase 4
Branded App
Week 10-14
Phase 5
Training, Soft Launch
Week 14-16
Phase 6
Full Launch
Week 18
Catalis Order Form (v0325) 6
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
• Importing historical/previous data – Fargo can provide previous data in csv/excel format for Catalis to import into the new system.
• Users List – A list of users who will be using Request Management Enterprise. This will be anyone receiving notifications or entering calls into Request Management Enterprise. Their email addresses will need to be provided. If you will be using SSO with ADFS or Azure AD please provide this list. • List of Departments – A full list of departments at your municipality. Request Management Enterprise can report on Service Request Types and the responsible department. • Service Request Types – Service requests are requests for help; service request types are the reasons that help is necessary. They also are key items for which an organization needs data to report on to enhance services and performance.
• Routes – Routes are the departmental experts - individuals or groups - responsible for resolving service requests.
• Escalation Routes – Additional routes that will be notified if the request hasn’t been taken care of during a certain time period. You will decide on this time frame and who will be notified. • GIS Layers – Your Project Managers from Catalis will work with your GIS departments on the integration of GIS layers via ESRI.
Product Enhancements
• Knowledge Base Articles - A knowledge base is a centralized repository for information, a database of related information about a particular subject. Similar to Frequently Asked Questions, this will be built out to related Service Request Types.
• Prompts & Scripts – Information that is related to a request type that may provide you with information to give out to a submitter or with questions to help you collect information. • Notification Content - This is information about request resolution expectations, for example, that an organization can “push” to submitters. It is delivered in the initial receipt email when notifications are enabled.
• Custom Fields - A field type that you can create to collect data that Request Management Enterprise doesn’t.
• Reusable Comments - Information snippets that you may use over and over again. You can add your own or use a global comment that has been added for everyone’s use. • Schedule Reports – Reports can be custom built and delivered at your schedule. • “Places” Lookup - A place is a landmark, place, or building that is more known by name than address.
Rather than searching for an address, citizens can search by Places when entering the location of a request.
Phase 3: Configuration & Integrations
If there are any integrations, including Cartegraph, Catalis Public Works and Citizen Engagement, LLC will work with you and your third-party vendor to build out this integration. A sandbox environment will be created to build and test this data within Request Management. This is so that the integration testing will not take up any capacity on your day-to-day
Catalis Order Form (v0325) 7
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
operations on a live Request Management platform. Once the testing is complete, and the integration is ready for production, it will have to be recreated on the main, live platform.
During this phase, Catalis Public Works & Citizen Engagement, LLC will work with you on setting configurations within Request Management. These configurations will include:
• Administrator Training 2 – This training will entail more of the back end configuration settings. • Setting up a Request Management Email Address – This will be to send out notifications to your submitters and citizens who have notifications enabled.
• Build Email Templates – By default Request Management will provide canned email templates. You will have the option to build these out and brand them to best fit your municipality. • SSO setup – Connect to your Azure AD or ADFS environment. • Enable Auto-Call/SMS – Setting up Request Management with phone numbers for auto -call back and text messaging.
• Develop a Call Script – With Auto-Call turned on you will develop text associated with your municipality. • Configure Calendar on Escalations – Setting up calendar to eliminate escalation count on weekends or holidays.
Phase 4: Branded App
Your branded app integrates with your installation of RME to allow your citizens to submit requests for service from their smart phone or tablet and show you the problem by sending a photo of the issue. This is key element, but you don’t have to stop there. There’s really no limit to what you can incorporate into your app. You will work with the Catalis team on deciding which additional app elements work best for your municipality. The Web Design team from Catalis will work closely with you building out the following:
• App Name - Try to relate your title to your organization or your project with a name that promotes your town/city, if applicable, or some interaction between you and your citizens. • Splash Screen Image - The first screen image of your app that users see as it loads, opens and takes you to the home screen.
• Images – Images that can be changed on demand that show off your municipality. • Icon - Essentially your app logo.
• Buttons or App Elements – Aside from submitting a request, what else would you like the app to do for your citizens.
Building out the branded app typically takes 4-6 weeks from start to publish. This can begin during the early phases of the project. Client must have their own developer account with Apple so we can publish the app on your behalf.
Phase 5: Training & Soft Launch
Training dates will be set up for you and your staff planning to use Request Management Enterprise. his can include onsite training or online webinars from our Educational Department. You and your staff will have full access to Catalis Academy,
Catalis Order Form (v0325) 8
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
which offers several learning opportunities. The Academy offers online training courses consisting of videos and live online webinars. During this phase you and your team will
• Set Date for Training (if purchased) – Either onsite or online. • Provide Memo to Your Users about Request Management Enterprise • Distribute Info about Prerequisite Training – Catalis Academy will guide your team through a process that's meant to help more easily grasp the new software and processes you're going to put into place. This is done before onsite training begins.
• Onsite Training (optional add-on) - Onsite training is optimal for 12 to 15 users • per session, and the Educational Department will hold three two-hour sessions in a day, by role or point of entry into Request Management Enterprise. All sessions are hands-on and interactive, with games and exercises designed to enhance retention. If onsite training was not purchased, full access will be provided to the Catalis Academy
• Soft Launch – You are now live! Directly after training your soft launch will begin.
During the Soft Launch Phase your staff will be adding calls and requests into Request Management Enterprise. This is the time where your staff will become familiar with the features and benefits of Request Management Enterprise.
Phase 6: Full Launch
Congratulations! At this final stage you will begin the rollout and announcement of Request Management Enterprise to the public! Catalis’s marketing team will be in touch during this time to discuss and develop ways to market Request Management Enterprise and your branded mobile app to your community. This exciting phase will include:
• Request Management Enterprise Webform – Introducing the Request Management Enterprise webform onto your municipal website. You will work with the Catalis team to decide on which elements you want to include or make a requirement on the webform. The webform is responsive and will be styled to match your website. • Marketing – Discuss outboard marketing campaign. Some of these methods will include reaching out to local news outlets, connecting to your citizens through social media and more.
After the Full Launch has been deployed you will be introduced to your customer success you’re your dedicated CS manager and others from the Catalis team will regularly be in touch to setup reviews and schedule additional training as needed.
Post Launch – 6 Month Review
Now that you are live, the Catalis Public Works & Citizen Engagement, LLC team will reach out to schedule a call to go over an in-depth review of your installation. During this call, the following will be discussed:
• Request Management Review – An in-depth look at your installation of Request Management. Your Project Manager will see which features you are utilizing, and which features you could benefit from. • Questions – Any questions you have with Request Management. Please feel free to reach out prior to as well! • Product Improvements – This will be suggestions you may have for changes or additions to Request Management.
We are always looking for ways to make the Request Management platform all -encompassing in terms of satisfying the needs of our clients.
Catalis Order Form (v0325) 9
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
Product Updates – New features that will be introduced with the next update to Request Management.
Technology-Related Professional Service Agreement Page 14 of 16 Rev 5/24
EXHIBIT B
Insurance Requirements for Vendors
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification it has no employees)
4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, 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, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, 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, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such “property” coverage
Technology-Related Professional Service Agreement Page 15 of 16 Rev 5/24
of the Agency may be endorsed onto the Vendor’s Cyber Liability Policy as covered property as follows:
If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Vendor’s insurance coverage shall be primary and non-contributory.
Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Vendor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess policies.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity.
Waiver of Subrogation
Vendor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Vendor may acquire against the Entity by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the CONSULTANT to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the Entity.
Technology-Related Professional Service Agreement Page 16 of 16 Rev 5/24
Verification of Coverage
Vendor shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the Entity before work commences.
However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Subcontractors
Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that Entity is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.