Technology-Related Professional Service Agreement Page 1 of 25 Rev 4/26
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2 CITY OF SAN MATEO
AGREEMENT WITH REVEAL DATA CORPORATION FOR
MASTER TECHNOLOGY-RELATED SOFTWARE AS A SERVICE
This Software As A Service (hereinafter “Agreement”), made as of this day of ____________________, is entered into by and between Reveal Data Corporation (hereinafter referred to as “VENDOR”), a Delaware corporation, 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 Products and 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 upon delivery of each milestone set forth in the applicable Statement of Work (SOW) or project schedule, CUSTOMER will have ten (10) business days ("Acceptance Period") to test such milestone to ensure that it complies with all material specifications as set forth in the SOW or any applicable design documentation. Should such deliverable not comply with the specifications within the Acceptance Period, CUSTOMER will issue written notice of non-compliance to VENDOR with reasonable description of such non-compliance ("Notice of Rejection"). VENDOR will have thirty (30) days or such other time period as agreed to by the parties to remedy the non-compliance and resubmit the deliverable for acceptance testing.
Resubmitted deliverables will be subject to an additional Acceptance Period. Should VENDOR fail to deliver a deliverable that complies with the applicable contractual specifications after two attempts, CUSTOMER may terminate this Agreement and receive a refund of the fees associated with the failed deliverable. Failure of CUSTOMER to issue a Notice of Rejection during the Acceptance Period constitutes acceptance.
1.2 “Applicable Specifications” means the functional, operational and other characteristics of the Services or deliverables, timeline, milestones, assumptions, 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"Confidential Information" or "Proprietary Information" means all (i) non-public information if it is clearly and conspicuously marked as "confidential" or with a similar designation at the time of disclosure; (ii) non-public information of a Party if it is identified as confidential or proprietary before, during, or promptly after presentation and (iii) any information that should be reasonably understood to be confidential or proprietary to a Party, given the nature of the information and Technology-Related Professional Service Agreement Page 2 of 25 Rev 4/26
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2 the context in which disclosed. 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 law (vii) information that is a public record as defined by the California Public Records Act (Government Code 6250 et seq.) and any amendments thereto.
1.5"Customer Data" means any and all information, data, materials, works, expressions, or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of CUSTOMER or any Authorized User for Processing by or through the Subscription Services, or (b) collected, downloaded, or otherwise received by VENDOR or the Subscription Services for CUSTOMER or any User pursuant to this Agreement or any Service Order or at the written request or instruction of CUSTOMER or such User. All output, copies, reproductions, improvements, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are themselves also Customer Data. For the avoidance of doubt, Customer Data includes all User Data and Personal Information including PII.
1.6 “Customization” means any configuration or modification to the Software that VENDOR expressly agrees in a Statement of Work to provide, excluding the Software, Documentation, standard configurations, updates, upgrades, tools, know-how, methodologies, and other pre- existing or independently developed materials of VENDOR or its licensors. It is not anticipated that VENDOR will perform any Customization during the term of this Agreement
1.7 “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 material 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.
1.8 “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.
1.9"Highly Sensitive Personal Information" means an (i) individual's government-issued identification number (including Social Security number, driver's license number, or state-issued identification number); (ii) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual’s financial account; or (iii) biometric, genetic, health, medical, or medical insurance data.
1.10“Information Security Incident” means any unauthorized, attempted, or actual threat to the confidentiality, integrity, or availability of an organization’s information systems and data.
Examples include malware infections, ransomware, phishing, unauthorized access, and data breaches. These incidents disrupt operations and require immediate incident response Technology-Related Professional Service Agreement Page 3 of 25 Rev 4/26
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1.11"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.12 “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.
1.13 “Personal Information” means information provided to VENDOR’S Subscription Services by or at the direction of CUSTOMER, information which is created or obtained by VENDOR on behalf of CUSTOMER, or information to which access was provided to VENDOR by or at the direction of CUSTOMER, in the course of VENDOR's performance under this Agreement that:
(i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, and other personal identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Highly Sensitive Personal Information. CUSTOMER's business contact information is not by itself deemed to be Personal Information.
1.14 “Personally Identifiable Information” means Information that, if disclosed, could cause harm, such as social security numbers, passport numbers, driver's license numbers, or financial account numbers, and; Data that can be combined with other sources to identify someone, such as birth date, place of birth, zip code, or race.
1.15"Product" means the VENDOR's computer software programs ("Software") identified in the Product Schedule, and related Documentation, manuals, utilities and other related items and information. Product shall also include each and every Release (as defined below), patch, upgrade, version or Product correction available from VENDOR during the term of each Maintenance and Support Period.
1.16 “Professional Services” means only the limited implementation support, maintenance, support, and training services expressly identified in an applicable Statement of Work or Order Form, and excludes the Subscription Services and development of custom software or work made for hire. Such services may include without limitation project planning, consulting, project management, data conversion, training, programming, and development of Customizations.
1.17"Release" means a new Product distribution, version, update or upgrade intended to correct errors or Defects, make incremental improvements in the functionality of the Product, provide significant improvements in the functionality or performance of the Product, and to allow CUSTOMER to enjoy full and productive use of the Product, but in all cases, excludes any improvements, upgrades or new functionality which VENDOR provides to its Customers generally, for a fee.
1.18 “Security Breach” means an incident where an unauthorized individual bypasses security mechanisms to gain access to a device, network, application, or data.
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2 1.19 “Software” means the VENDOR’s computer software program(s) licensed by CUSTOMER and identified in the software license agreement.
1.20"Source Code" means all of the computer language instructions, in both printed and machine- readable format, needed to compile, link and execute any or all of the Software or Customizations provided by VENDOR under the terms of this Agreement. Source Code includes, but is not limited to all of the libraries, compilers, and other utilities to take the raw computer language instructions and convert them into usable, executable Object Code on the hardware environment(s) at CUSTOMER's sites. Source Code also includes all related Supporting Documentation (as defined below) and technical specifications required to allow a reasonably trained and knowledgeable technician to assume on-going support of the Software and Customizations provided by VENDOR.
1.21 ”Statement of Work” means a document mutually developed and agreed upon by both parties which describes in detail the products and 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.
1.22 "User" means any CUSTOMER employees, contractors, agents, assigns, member of the City Council and other parties affiliated with CUSTOMER who have the right to use and have access to the Product either on site or remotely to support CUSTOMER's full, productive and lawful use of the Product or to access CUSTOMER's information, transactions, and reports, consistent with that User's role, responsibility or function.
1.23"User Data" means any and all information reflecting the access or use of the Subscription Services by or on behalf of CUSTOMER or any Authorized User, including any end user profile, visit, session, impression, click through, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing.
SECTION 2 - SCOPE OF SERVICES
VENDOR will provide the Subscription Services and the limited standard support, maintenance, and training described in Exhibit A, and VENDOR will have no obligation to provide software development, customization, consulting, interface development, or other Professional Services unless expressly agreed in a mutually executed Statement of Work or Change Order.
2.1 Performance of VENDOR. VENDOR accepts the relationship of trust and confidence established between CUSTOMER and VENDOR by the terms of this Agreement. VENDOR will use commercially reasonable skill and care in providing the Subscription Services and any limited Professional Services expressly identified in an applicable Statement of Work, subject to CUSTOMER’s timely performance of its dependencies and cooperation obligations. VENDOR will perform its express obligations under this Agreement using commercially reasonable efforts, but will not be deemed a fiduciary or required to act primarily in CUSTOMER’s interests.
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2 2.2 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.
2.3 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 Products and Professional Services or relative to this Agreement.
2.4 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 Products and Professional Services with CUSTOMER in such a fashion and schedule so as to achieve the results sought under the terms of this Agreement.
2.5 Statement of Work. The Products and 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.
2.6 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 will use commercially reasonable efforts to evaluate a requested Change Order and provide available pricing and requirements within a mutually reasonable period, and VENDOR will have no obligation to commence changed or additional work unless and until the Change Order is executed by authorized representatives of both Parties.
2.7 Compliance with Laws. VENDOR shall comply with laws applicable to VENDOR’s provision of the Services to its customers generally, without regard to CUSTOMER’s particular use of the Services, and CUSTOMER shall comply with laws applicable to its Customer Data and use of the Services.
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. As CUSTOMER’s exclusive remedy for a timely reported breach of the Professional Services warranty, VENDOR will reperform the materially nonconforming Professional Services, and if VENDOR cannot do so, refund fees paid for the affected Professional Services.
VENDOR represents that it is qualified to furnish the products and services described under this Technology-Related Professional Service Agreement Page 6 of 25 Rev 4/26
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2 Agreement.
VENDOR shall be responsible for employing or engaging all persons necessary to provide the Product and perform the services of VENDOR.
VENDOR agrees to comply with the CUSTOMER’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, to the extent such Ordinance is applicable to VENDOR’s personnel performing on-site services under this Agreement.
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 Products and 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 Products and 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 that it has authority to enter into this Agreement and warrants during the Term that the Subscription Services will perform materially in accordance with the applicable Documentation and that VENDOR will not materially decrease their overall security; except for these express warranties, misappropriate or violate any intellectual property or other right of any person or entity; the Subscription Services, Professional Services, third-party materials, and deliverables are provided “as is” and “as available,” and VENDOR disclaims all other express, implied, statutory, and other warranties, including merchantability, fitness for a particular purpose, title, and noninfringement, to the maximum extent permitted by law.
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2 3.5 Remedies for Non-Performance of Services. If any element of the Services does not conform to the warranty on Products and 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. CUSTOMER may withhold only amounts disputed in good faith by written notice describing the specific basis for dispute, shall timely pay all undisputed amounts, and may not offset or withhold Subscription Fees based on an alleged Professional Services nonconformity.
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. 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.
3.7 Vendor Marketing. Neither Party may issue a press release specifically announcing this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; however, VENDOR may identify CUSTOMER by name and logo in customer lists and ordinary-course marketing materials, subject to CUSTOMER’s written brand guidelines. The information which VENDOR acquires related to its performance of the Products and Professional Services shall be kept confidential unless the release of information is authorized in writing by CUSTOMER.
3.8 Support and Maintenance. VENDOR shall provide maintenance and support services for the Subscription Services in accordance with the provisions of this Section 3. The Support Services are included in the Services, and VENDOR shall not assess any additional fees, costs, or charges for such Support Services.
3.8.1 Support Service Responsibilities.
VENDOR shall provide support service as agreed upon by each party, including:
3.8.1.1Provide unlimited telephone support during the hours of 9 a.m. to 5 p.m. on Business Days;
3.8.1.2Provide online access to technical support bulletins and other user support information and forums, to the full extent VENDOR makes such resources available to its other CUSTOMERs; and
3.8.1.3Respond to and Resolve Support Requests as specified in this Section 3.
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2 3.9 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.
3.10 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 except such functionality that allows VENDOR: (a) to suspend access to the Solution, and (b) upon termination of the 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.
3.11 Security. VENDOR must undertake cybersecurity measures to protect CUSTOMER data at all times as shown in Exhibit C.
SECTION 4 - GRANT OF LICENSE
4.1 License. CUSTOMER purchases a subscription right to access and use the Products and Services during the applicable Term, and no Product, Software, source code, or Intellectual Property Right is sold or transferred to CUSTOMER. VENDOR hereby grants and CUSTOMER hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non- transferrable right to use the VENDOR Products and Services during the term of this Agreement. VENDOR reserves all right, title and interest in the VENDOR Products and Services, the documentation and resulting product including all related intellectual property rights. No implied licenses are granted to CUSTOMER. The VENDOR name, logo, and the product names are trademarks of VENDOR, and no right or license is granted to use them.
CUSTOMER assigns to VENDOR any suggestion, enhancement, request, recommendation, correction or other feedback provided by CUSTOMER relating to the use of the VENDOR's Products and Services. CUSTOMER shall not: (i) Misuse any VENDOR resources or cause any disruption, including but not limited to, the display of adult content, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted; (ii) Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of third parties; (iii) Use the VENDOR Products and Services in a manner in which system or network resources are unreasonably denied to third parties; (iv) Use the Products and Services as a door or signpost to another server; (v) Access or use any portion of VENDOR Products and Services except as expressly allowed by this Agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of the VENDOR Products and Services; (vii) Use the VENDOR Products and Services for any unlawful purposes; (viii) Export or allow access to the VENDOR Products and Services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease the VENDOR Products and Services, or any portion thereof, for third party use; or (x) Modify, adapt, or use the VENDOR Products and Services to develop any software application intended for resale which uses the VENDOR Products and Services in whole or in part.
4.2 License for Use of Supporting Documentation. During the applicable Subscription Term, CUSTOMER is granted a non-exclusive, non-transferable license to use and reproduce the Supporting Documentation solely as reasonably necessary for authorized internal use of the Products, and CUSTOMER may disclose it to contractors only if they are bound by confidentiality and use restrictions at least as protective as this Agreement.
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2 4.3 Source Code. No license to Source Code is provided, expressly or otherwise, by this license.
CUSTOMER has no rights to any and all human readable programs, data, know-how, techniques, methods, programming practices, structures, utilities, and other materials and information which are used to create or are essential to the creation of the executable versions of Product. CUSTOMER recognizes and acknowledges that Source Code represents a valuable trade secret of VENDOR and is a copyrighted work of VENDOR. CUSTOMER further represents and acknowledges that all methods, know-how, programming practices, structures, techniques and other information, procedures or methodologies embodied in Source Code are proprietary to and represent valuable trade secrets of VENDOR.
4.4 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns.
SECTION 5 - DUTIES OF CUSTOMER
5.1CUSTOMER shall provide pertinent information regarding its requirements for the project.
5.2CUSTOMER shall examine documents submitted by VENDOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of VENDOR'S work.
5.3CUSTOMER shall use the Services solely for CUSTOMER’s business purposes and shall not:
(a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Services; (b) distribute, transfer, lease, grant sublicenses, or otherwise make available the Services to third parties (including as an application service provider, service bureau, or rental source); (c) embed or incorporate in any manner the Services into websites other than the Website; (d) except as enabled by an application programming interface released by VENDOR, create add-ons, plug-ins, extensions, modifications to or derivative works of the Services; (e) remove the copyright, trademark, or any other proprietary rights or notices included within the Services and on and in the documentation and training materials; (f) use the Services in a manner not authorized under the documentation on the Website or in violation of any applicable law, rule or regulation.
5.4CUSTOMER will ensure that all Users (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site ("Registration Data"), (b) maintain the security of any passwords and identification, and (c) maintain and promptly update the Registration Data and any other information provided to VENDOR.
5.5CUSTOMER is responsible for the timely communication of any vendor set-up and invoice submission requirements for vendor payments (e.g. purchase orders, vendor registration forms, use of an independent portal for invoice submission, etc.). Any fees associated with the submission of an invoice and/or receipt of payment will be the responsibility of the CUSTOMER.
5.6CUSTOMER retains ownership of all right, title, and interest in the CUSTOMER Data.
CUSTOMER agrees that it will only provide Customer Data to VENDOR via VENDOR’s secure channels with encryption. CUSTOMER grants VENDOR (with a right to sublicense to a subcontractor that is hosting the VENDOR Service (each a “Hosting Provider”)) a nonexclusive, worldwide, royalty-free, license to reproduce, display, adapt, modify, transmit, distribute, and otherwise use such Customer Data as necessary or reasonable to provide the Services and to use the Customer Data in anonymized and aggregated form for generating “Benchmarking Statistics” relating to industry trends provided that the anonymized data does not include information that identifies or provides a reasonable basis to identify a company or an individual, where, without limitation, the following identifiers have been removed: company names and the names of individuals, addresses, account numbers, social security numbers, phone numbers, e- Technology-Related Professional Service Agreement Page 10 of 25 Rev 4/26
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2 mail address(es) and any other information which could reasonably be anticipated to identify, when taken in the aggregate, a specific company, organization or individual.
SECTION 6 - TERM
The services to be performed under this Agreement shall commence on October 1, 2026 and be completed by September 30, 2029.
SECTION 7 - PAYMENT
Subscription Fees are non-cancelable and non-refundable except as expressly stated in this Agreement, will be invoiced annually in advance, and are due within thirty (30) days after invoice without conditioning payment on completion, acceptance, or CUSTOMER approval; any approved Professional Services will be invoiced as stated in the applicable Statement of Work. In consideration for the full performance of the services set forth in Exhibit A, CUSTOMER agrees to pay VENDOR a fee in an amount of $75,000 annually with a not to exceed amount of $238,770 over the three-year term for the subscribed to Subscription Fees, plus applicable overage or “Flex Usage” fees pursuant to rates stated in Exhibit B, attached and incorporated by reference.
SECTION 8 – TERMINATION
Either Party may terminate this Agreement for cause (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
If this Agreement is terminated by CUSTOMER for cause in accordance with this section CUSTOMER shall be entitled to a refund of any prepaid fees covering the remainder of the term after the effective date of termination and, in the event of a nonconforming service by VENDOR, an allocable refund to such nonconforming services pursuant to Section 3.5. If this Agreement is terminated by VENDOR in accordance with this section, CUSTOMER will pay any unpaid fees covering the remainder of the term.
In no event will termination relieve CUSTOMER of its obligation to pay any fees payable to VENDOR for the period prior to the effective date of termination.
SECTION 9 - OWNERSHIP OF DOCUMENTS
As between the Parties, VENDOR and its licensors retain all right, title, and interest in the Products, Subscription Services, Software, Documentation, Professional Services materials, deliverables, configurations, templates, processes, know-how, tools, improvements, modifications, and all related Intellectual Property Rights, whether created before, independently of, or in connection with this Agreement, and no deliverable is a work made for hire; CUSTOMER retains ownership of Customer Data and Customer-specific inputs and outputs generated through its authorized use of the Subscription Services.
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2 SECTION 10 - CONFIDENTIALITY
Each receiving Party shall protect the disclosing Party’s Confidential Information using at least reasonable care, use it only to exercise rights and perform obligations under this Agreement, and disclose it only to personnel, contractors, professional advisers, and governmental authorities that have a need to know and are bound by confidentiality obligations or law; trade secrets will be protected for so long as they remain trade secrets, and other Confidential Information for five (5) years after disclosure, subject to the California Public Records Act and the exclusions below. 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 11 - 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 12 - 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.
SECTION 13 – INDEMNITY; LIMITATION OF LIABILITY; EXCLUSIONS A. Indemnification: VENDOR will defend CUSTOMER and its officers and employees against a third-party claim alleging that CUSTOMER’s (1) authorized use of the Subscription Services infringes a United States patent, copyright, or trademark, or (2) Vendor’s violation of applicable law in the provision of the Subscription Services, or (3) Vendor’s breach of this Agreement and will indemnify them from damages finally awarded or amounts in a settlement approved by VENDOR; CUSTOMER will defend and indemnify VENDOR and its affiliates, officers, employees, and agents against third-party claims arising from CUSTOMER’S misuse of Customer Data, CUSTOMER’s or any User’s unlawful or unauthorized use of the Services, or CUSTOMER’s breach of this Agreement. The indemnified Party must promptly notify the indemnifying Party of the claim, provide reasonable cooperation at the indemnifying Party’s expense, and give the indemnifying Party sole control of the defense and settlement, except that no settlement may admit fault by or impose nonmonetary obligations on the indemnified Party without its written consent. A Party’s duty to indemnify shall survive expiration or early termination of this Agreement. Either Party may seek equitable relief for actual or threatened misuse of its Confidential Information or Intellectual Property Rights.
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2 B. Consequential Damages Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS,
REVENUES, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.
C. Limitation of Liability. EXCEPT FOR VENDOR’S REFUND OBLIGATIONS, CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S OR VENDOR’S VIOLATION OF INTELLECTUAL
PROPERTY RIGHTS, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE PRODUCT GIVING RISE TO LIABILITY DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
SECTION 14 - INSURANCE
VENDOR shall procure and maintain for the duration of the contract the insurance specified in Exhibit D of this agreement.
SECTION 15 - NONASSIGNABILITY
Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; however, either Party may assign this Agreement without consent to an Affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, and VENDOR may use Affiliates and subcontractors to provide the Services while remaining responsible for their performance.
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 in the most skillful manner, 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.
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.
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2 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 CUSTOMER 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 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.
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2 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, including notification in the event of an information security incident, 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: Charlotte Pfeiffer
Executive Secretary to the City Attorney
City of San Mateo
330 W. 20th Avenue
San Mateo, CA 94403
To VENDOR: Logik Systems, Inc.
Attn: Legal Department
145 S. Wells St., Suite 600
Chicago, IL 60606
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.
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.
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2 SECTION 26 – TRANSITION COOPERATION
Upon termination of this Agreement for any reason, VENDOR agrees to, upon CUSTOMER’s written request:
26.1At CUSTOMER’s written request made before termination or expiration, VENDOR will provide its then-standard data export functionality and reasonable transition assistance for up to thirty (30) days, subject to CUSTOMER’s payment of all outstanding fees.
26.2VENDOR will make Customer Data available for export in VENDOR’s then-standard format during the transition period and thereafter may delete Customer Data in accordance with its standard retention practices and applicable law; VENDOR will not be required to disclose source code, system designs, security-sensitive information, third-party confidential information, logs not specific to CUSTOMER, or other VENDOR technology or Intellectual Property Rights.
26.3Furnish phase-in training.
SECTION 27 – FORCE MAJEURE
Except for Customer’s payment obligations or Vendor’s refund obligations, 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.
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
2. Exhibit B - Fee Schedule
3. Exhibit C - Data Security Requirements
4. Exhibit D - 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, including the related Maintenance and Support Agreement and the Software License Agreement
2. Statement of Work
3. City of San Mateo RFQ
4. Insurance Requirements
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2 [SIGNATURE PAGE FOLLOWS]
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2 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.
IN WITNESS WHEREOF, CITY OF SAN MATEO and Reveal Data Corporation 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
Prasanna W. Rasiah
City Attorney
Date Reveal Data Corporation
Josh Langford
Chief Revenue Officer
Date
APPROVED AS TO FORM
Bahareh Abdollahi
Assistant City Attorney
Date
Attachments:
1. Exhibit A - Statement of Work
2. Exhibit B - Fee Schedule
3. Exhibit C - Data Security Requirements
4. Exhibit D - Insurance Requirements
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2 EXHIBIT A
STATEMENT OF WORK
Logikcull Discovery Solution, an affiliate of Reveal Data Corporation, to provide Software as a Service for Public Records Teams to provide the following products and services.
Drag & drop collection & ingestion, automated processing, ECA & review platform, search capability, unlimited productions & exports, including the following subscription outputs with premium in-app support with 24/7 coverage
PRA-Ready Workflows
Dedicated templates, label libraries, and project
stage tracking built for public records request
management to handle volume of City PRA
requests received.
Exemption Handling
Purpose-built exemption workflows with
tagging, labeling, and audit trails.
Automated PII Redaction
PII redaction detects and redacts sensitive
information the moment a document is opened,
reducing manual review time and the risk of
unauthorized disclosures in responses.
Duplicate Elimination Automatic deduplication surfaces only unique, responsive documents.
PRA Request Management &
Intake Portal
Logikcull portal brings intake, management,
and reporting into one place.
Logikcull PRA Review
Platform
User-friendly, Unlimited Users, Unlimited
Matters, 750 GB of re-usable Active Storage
data space
Flex Usage for Active Storage
Data (overage)
$33 per GB of Flex Usage (storage exceeding
750 GB)
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2 EXHIBIT B
FEE SCHEDULE
Pricing Summary 2026-2027
Number of Users Unlimited
Number of Matters Unlimited
PRA Request Management Module
Included
Included
Amount of Storage (Gigabytes) 750
24/7 Customer Support Included
Premium Features Included
Total Annual Cost* $75,000
*To be billed in a not to exceed amount of $75,000 within 30 days upon execution of the agreement
Future Pricing
Number of Users Unlimited
Number of Matters Unlimited
PRA Request Management Module
Included
Included
Amount of Storage (Gigabytes) 750
24/7 Customer Support Included
Premium Features Included
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2 Flex Usage for Active Storage Data
(overage)
$33 per
GB of
Flex
Usage
(storage
exceeding
750 GB )
Total Annual Cost* $75,000
*Except for Flex Usage, to be billed in a not to exceed amount of $75,000 within 30 days upon execution of the agreement
For the avoidance of doubt, the term of this subscription Agreement is three (3) years, at an annual fee of $75,000. Payment shall be due annually in advance of each year of the Agreement and shall be due within 30 days upon CUSTOMER’S receipt of the applicable invoice.
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2 EXHIBIT C
DATA SECURITY REQUIREMENTS
Essential Privacy and Security Terms
1. Confidentiality
VENDORs must encrypt Highly-Sensitive Personal Information and PII, both at rest (storage) and in transit (network transfer), using strong standards to protect against data security breaches, regulatory penalties (GDPR, CCPA, HIPAA), and identity theft.
2. Data Protection Provisions
VENDOR shall employ standard security practices to provide data protection provisions, including provisions for vendor personnel, contractors and subcontractors with access to data.
3. Standard of Care
VENDOR shall be expected to use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the City of San Mateo’s (City) information as it uses to protects its own, including standard anti-virus/malware deployment.
4. Information Security Program
a. VENDOR shall have a written information security program in place and are required to implement reasonable security to safeguard information in their care. b. No more than once in any twelve-month period, and upon at least thirty (30) days’ written notice, CUSTOMER may review VENDOR’s then-current SOC 2 Type II report and reasonable security questionnaire responses; any onsite assessment must address material matters not covered by those materials, occur during normal business hours, last no more than two (2) business days, avoid access to systems, source code, other customers’ data, or information that would compromise security, and be subject to VENDOR’s security and confidentiality requirements, except that these frequency and notice limits will not apply following a confirmed Security Breach involving Customer Data.
c. The Parties will cooperate in good faith regarding legally required external notifications concerning a confirmed Security Breach involving Customer Data, but neither Party may identify or attribute fault to the other in any notice without the other Party’s prior written consent unless required by law; each Party retains control of notices it is legally required to issue.
5. Notification of an Information Security Incident
a. VENDOR shall notify CUSTOMER without undue delay after confirming a Security Breach that results in unauthorized access to or acquisition of Customer Data under VENDOR’s control, and will provide material information reasonably available to VENDOR as its investigation progresses; unsuccessful attempts, scans, probes, and incidents that do not compromise Customer Data are not reportable.
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2 b. VENDOR shall reimburse City for reasonable costs of response and remediation, including notifications, call center, credit monitoring, and regulator communications if an Information Security Incident event occurs as a result of the willful or negligent misconduct of VENDOR.
6. Compliance with Privacy Laws
VENDORs must comply with California privacy laws by contractually agreeing to restrict data usage to specified business purposes, forbidding the sale/sharing of personal information, and enabling consumer rights, such as deletion or opting out.
7. Access to Systems
a. VENDOR shall take due precautions designed to prevent any such data security incidents, including:
b. No access or transfer of data to/from outside of the United States (domestic operations) except solely in the VENDOR’s provision of technical and other Customer support; international operations should be subject to the appropriate legal instrument(s) governing access or transfer.
c. No modifications to company data.
d. No unauthorized access.
e. Restrict access to those who “need to know” in order to perform services under the agreement.
f. Require vendors to terminate credentials of an employee who no longer needs access to your systems to perform their duties. Credential management is a best practice to help limit activity by disgruntled individuals or malicious actors.
8. Data Storage and Data Destruction
VENDOR shall limit the data stored outside of City’s environment except for what is necessary for vendor to perform services and authorized by the City. Any legally retained backups remain subject to this Agreement and may not be used for any other purpose. Upon termination or upon request, VENDOR shall promptly return all City data or securely destroy it and shall certify destruction in writing.
9. Audit Rights
a. City may request information security audits or questionnaires to ensure compliance with the agreement, which may include:
ii.Attestation that Penetration testing has occurred
iii.Risk Assessments
iv.Full SOC 2, Type II, or ISO 27001 certification
10. Disaster Recovery/Business Continuity.
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2 VENDOR shall maintain a Business Continuity and Disaster Recovery Plan (Plan) and provide CUSTOMER with evidence that testing of or pursuant to the Plan has occurred.
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2 EXHIBIT D
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 $2,000,000 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.Omitted
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 $3,000,000 per occurrence or claim, $3,000,000 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 $3,000,000 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 of the Agency may be endorsed onto the VENDOR’s Cyber Liability Policy as covered property as follows:
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
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2 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 City, its officers, officials, employees, volunteers, and agents. Any insurance or self-insurance maintained by the City, its officers, officials, employees, volunteers, and agents 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 City.
Waiver of Subrogation
VENDOR hereby grants to City a waiver of any right to subrogation which any insurer of said VENDOR may acquire against the City 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 City 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 the CUSTOMER. The CUSTOMER may require the VENDOR 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 City.
Verification of Coverage
VENDOR shall furnish the City 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 if applicable. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City 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 City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City 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 City is an additional insured on insurance required from subcontractors.