SAAS SERVICES AGREEMENT
TERMS AND CONDITIONS
1. SAAS SERVICES AND SUPPORT Services it believes may be (or alleged to be) in violation of the Subject to the terms of this Agreement, Company will use foregoing. commercially reasonable efforts to provide Customer the Services 2.4 Customer shall be responsible for obtaining and set forth in Exhibit A, Statement of Work, in accordance with maintaining any equipment and ancillary services needed to Company's standard practices and the provisions of Exhibit B, connect to, access or otherwise use the Services, including, Data Protection. As part of the registration process, Customer will without limitation, modems, hardware, servers, software, identify an administrative user name and password for Customer's operating systems, networking, web servers and the like Company account. Company reserves the right to refuse (collectively, "Equipment"). Customer shall also be responsible registration of, or cancel passwords it deems inappropriate. for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user
1.2 Subject to the terms hereof, Company will provide
passwords) and files, and for all uses of Customer account or the Customer with reasonable technical support services in
accordance with Company's standard practice. Equipment with or without Customer's knowledge or consent.
2. RESTRICTIONS AND RESPONSIBILITIES
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
2.1 Customer will not, directly or indirectly: reverse
3.1 Subject to the provisions of Exhibit B, Data Protection, engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- each party (the "Receiving Party") understands that the other party how or algorithms relevant to the Services or any software, (the "Disclosing Party") has disclosed or may disclose business, documentation or data related to the Services ("Software"); Party's business (hereinafter referred to as "Proprietary modify, translate, or create derivative works based on the Services Information" of the Disclosing Party). Proprietary Information of or any Software (except to the extent expressly permitted by Company includes non-public information regarding features, Company or authorized within the Services); use the Services or functionality and performance of the Service. Proprietary any Software for timesharing or service bureau purposes or Information of Customer includes non-public data provided by otherwise for the benefit of a third; or remove any proprietary Customer to Company to enable the provision of the Services notices or labels.
("Customer Data"). The Receiving Party agrees: (i) to take
2.2 Further, Customer may not remove or export from the reasonable precautions to protect such Proprietary Information, United States or allow the export or re-export of the Services, and (ii) not to use (except in performance of the Services or as Software or anything related thereto, or any direct product thereof otherwise permitted herein) or divulge to any third person any in violation of any restrictions, laws or regulations of the United such Proprietary Information. The Disclosing Party agrees that States Department of Commerce, the United States Department of the foregoing shall not apply with respect to any information after Treasury Office of Foreign Assets Control, or any other United five (5) years following the disclosure thereof or any information States or foreign agency or authority. As defined in FAR section that the Receiving Party can document (a) is or becomes generally
2.101, the Software and documentation are "commercial items" available to the public, or (b) was in its possession or known by it and according to DFAR section 252.227-7014(a)(1) and (5) are prior to receipt from the Disclosing Party, or (c) was rightfully deemed to be "commercial computer software" and "commercial disclosed to it without restriction by a third party, or (d) was computer software documentation." Consistent with DFAR independently developed without use of any Proprietary section 227.7202 and FAR section 12.212, any use modification, Information of the Disclosing Party or (e) is required to be reproduction, release, performance, display, or disclosure of such disclosed by law, including, but not limited to, the provisions of commercial software or commercial software documentation by the California Public Records Act, California Government Code the U.S. Government will be governed solely by the terms of this section 6250 et seq..
Agreement and will be prohibited except to the extent expressly
3.2 Subject to the provisions of Exhibit B, Data Protection, permitted by the terms of this Agreement.
Customer shall own all right, title and interest in and to the that Customer Data. Company shall own and retain all right, title and Customer will use the Services only in compliance with interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, "Policy") and all applicable laws and regulations. Although applications, inventions or other technology developed in Company has no obligation to monitor Customer's use of the connection with Implementation Services or support, and (c) all Services, Company may do so and may prohibit any use of the intellectual property rights related to any of the foregoing. 1 Subject to the provisions of Exhibit B, Data Protection, Customer Data. All sections of this Agreement which by their
3.3 Company shall have the right collect and analyze data and other nature should survive termination will survive termination, information relating to the provision, use and performance of including, without limitation, accrued rights to various aspects of the Services and related systems and confidentiality obligations, warranty disclaimers, and limitations technologies (including, without limitation, information of liability. concerning Customer Data and data derived therefrom), and 6. WARRANTY AND DISCLAIMER Company will be free (during and after the term hereof) to (i) use Company shall use reasonable efforts consistent with such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in prevailing industry standards to maintain the Services in a manner connection with the Services and other Company offerings, and which minimizes errors and interruptions in the Services and shall (ii) disclose such data solely in aggregate or other de-identified perform the Implementation Services in a professional and form in connection with its business. No rights or licenses are workmanlike manner. Services may be temporarily unavailable granted except as expressly set forth herein. for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or
4. PAYMENT OF FEES because of other causes beyond Company's reasonable control,
4.1 Customer will pay Company the fees set forth in the but Company shall use reasonable efforts to provide advance Order Form for the Services and Implementation Services dated notice in writing or by e-mail of any scheduled service disruption.
June 7, 2018 in accordance with the terms therein (the "Fees"). COMPANY WARRANTS THAT THE SERVICES WILL BE Company reserves the right to change the Fees or applicable PROVIDED IN ALL MATERIAL RESPECTS IN charges and to institute new charges and Fees at the end of the ACCORDANCE WITH THE ORDER FORM AND ANY
RELATED DOCUMENTATION WHEN USD IN
Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, Customer may, in its sole discretion elect not to renew this HOWEVER, COMPANY DOES NOT WARRANT THAT THE Agreement upon receiving such notice. In the event of a billing SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; dispute, Customer shall promptly notify Company and the parties the ey an of a biling, NOR DOES IT MAKE ANY WARRANTY AS TO THE shall work in good faith to resolve the dispute. RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS OTHERWISE EXPRESSLY SET
4.2 Company may choose to bill through an invoice, in which FORTH IN THIS SECTION, COMPANY MAKES NO case, full payment for invoices issued in any given month must be WARRANTY OR REPRESENTATION, IMPLIED OR received by Company thirty (30) days after the mailing date of the STATUTORY, WITH RESPECT TO THE SERVICES AND invoice. Unpaid amounts are subject to a finance charge of 1.5% IMPLEMENTATION SERVICES, INCLUDING, BUT NOT per month on any outstanding balance, or the maximum permitted LIMITED TO, IMPLIED WARRANTIES by law, whichever is lower, plus all expenses of collection and MERCHANTABILITY AND FITNESS FOR A PARTICULAR may result in immediate termination of Service. Customer shall be PURPOSE. responsible for all taxes associated with Services other than U.S taxes based on Company's net income. INDEMNITY
7. 5. TERM AND TERMINATION Company shall hold Customer harmless from liability to
5.1 Subject to earlier termination as provided below, this third parties resulting from in fringement by the Service of any Agreement is for the Initial Service Term as specified in the Order United States patent or any copyright or misappropriation of any Form, and may be extended for additional periods by mutual trade secret, provided Company is promptly notified of any and all agreement of the parties (collectively, the "Term"),. threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control
5.2 Ordered Services may be cancelled within 30 days of over defense and settlement; Company will not be responsible for being ordered for a full refund. Should all Services be terminated any settlement it does not approve in writing. The foregoing pursuant to the foregoing sentence, this Agreement shall be obligations do not apply with respect to portions or components of terminated. the Service (i) not supplied by Company, (i) that are modified
5.3 In addition to any other remedies it may have, either party after delivery by Company, (iv) combined with products, may also terminate this Agreement upon thirty (30) days' notice processes or materials made by persons other than Company or its (or upon 15 days' notice in the case of nonpayment), if the other subcontractors or anyone approved by Company, or (iii) where party materially breaches any of the terms or conditions of this Customer continues allegedly infringing activity after being Agreement. Customer will pay any undisputed amounts for the notified thereof or after being informed of modifications that Services up to and including the last day on which the Services are would have avoided the alleged infringement. If, due to a claim provided. Upon any termination, Company will make of infringement, the Services are held by a court of competent Customer Data available to Customer for electronic retrieval for a jurisdiction to be or are belie ved by Company to be infringing, period of thirty (30) days at no additional cost to Customer, but Company may, at its option and expense (a) replace or modify the thereafter Company may, but is not obligated to, delete stored Service to be non-infringing provided that such modification or 2 replacement contains substantially similar features and Agreement will be in writing and will be deemed to have been duly functionality, (b) obtain for Customer a license to continue using given when received, if personally delivered; when receipt is the Service, or (c) if neither of the foregoing is commercially electronically confirmed, if transmitted by facsimile or e-mail; the practicable, terminate this Agreement and Customer's rights day after it is sent, if sent for next day delivery by recognized hereunder and provide Customer a refund of any prepaid, unused overnight delivery service; and upon receipt, if sent by certified or fees for the Service. registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to
8. LIMITATION OF LIABILITY its conflict of laws provisions. The Customer agrees to reasonably cooperate with Company to serve as a reference account upon
NOTWITHSTANDING ANYTHING TO THE
request.
CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON,
COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT
LIMITED TO ALL EQUIPMENT AND TECHNOLOGY
SUPPLIERS), OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES
SHALL NOT BE RESPONSIBLE OR LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY
INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES: OR (B) FOR ANY
AMOUNTS THAT, TOGETHER WITH AMOUNTS
ASSOCIATED WITH ALL, OTHER CLAIMS, EXCEED
THREE TIMES THE TOTAL AMOUNT OF FEES
CONTEMPLATED UNDER THE TERM THIS AGREEMENT
IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. RIGHT TO PUBLICITY
Customer hereby grants Company with a license to use
Customer's name and logo on the Company's website for
purposes of identifying Customer as a customer of the Company.
Customer further grants Company permission to produce a case study with non-confidential details of Customer's and Company's
10. MISCELLANEOUS
If any provision of this Agreement is found to be
unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party except with the other party's prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements. communications and other understandings relating to the subiect matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this 3 EXHIBIT A
Statement of Work
• Subscription to Govlist Writing tool, including the Solicitation-writing, collaboration, and analytics features. 40 hours of system configuration based on current rules and regulations. " 3 kickoff meetings, up to one hour per meeting (Govlist will guide a team of stakeholders to incorporate best practices while using Govlist).
Support and maintenance during contract duration.
This SaaS Services Agreement (Agreement") is entered into on this 4D day of Sept, 2018 (the "Effective Date") between Govlist Inc., a Delaware corporation with a place of business at 814 Mission St, San Francisco CA ("Company"), and the Customer listed above ("Customer"). This Agreement includes and incorporates the Order Form dated June 7, 2018, as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date Govlist:
By:_
Name:_ Deepler-Bang
Title: President
CITY OF SANTA MONICA,
ATTEST:
Denise Anderm Mara -Fickle
DENISE ANDERSON-WARREN
City Clerk City Manager
APPROVED AS TO FORM:
LANE DILG
City Attorney
4 govlist
Dear Araceli,
We are honored to become your partner to help modernize purchasing and procurement for the City of Santa Monica and to help foster exceptional service to your departments, your vendors, and your citizens. This is your proposal and plan for success, as outlined on our call Thursday, May 10, 2018. Following this Investment Proposal is an outline of deliverables for moving forward.
If you and the City of Santa Monica agree with this plan, please sign this, as it can serve as notice for Govlist to begin the project kick off and work toward your team enjoying Govlist right away.
Investment Proposal
Govlist pricing is sliding scale based on the agency's total annual budget for the current fiscal cycle, modules selected, and total number of users.
Upfront Monthly Units Disc
Total
Solicitations Writer $5,000 1 $2,500
(RFPs, Bids, etc)
Sourcing Portal $4,000 1 $1,300
Evaluations Manager $4,000 1 $1,600
Govlist + 25 User $500 2 $1,000
Add-On
Implementation · 8200 $200 40 $8,000
Training 16 $3,200
Subscription Service Term = 36 months, billed annually.
Total Upfront Investment = $11,200.00*
*waived for The City of Santa Monica
Total Monthly Managed Service Investment = $6,400.00
Govlist, Inc 814 Mission St, San Francisco, CA 94103 (855) 680-4747 www.govlist.us
govlist
Public Agency Participation
At the option of Govlist, other cities, counties, school districts or governmental agencies (AGENCIES) MAY ENTER INTO SEPARATE AGREEMENTS at the same prices, terms and conditions of this proposal ("piggyback"). There is no guarantee of usage by the AGENCIES. AGENCIES utilizing this proposal will place their orders directly with Govlist. All AGENCIES' requirements, purchase orders, invoices, and payments will be handled directly with Govlist.
Govlist Solicitation Writer
Govlist starts at the beginning
of the procurement process..at
the request stage before the
solicitation document has even
been created. We structure the
solicitation document creation
process using standards, rules
and legal requirements of your agency.
Next, we use our guided workflow and content suggestion engine to assist the user through the process of creating a purchasing project. Built utilizing the best practices of other top procurement organizations, users will produce consistent, complete and compliant solicitations every time.
Have most of the solicitation draft accurately represented before hitting your desk. Let us show you how!
Govlist, Inc 814 Mission St, San Francisco, CA 94103 (855) 680-4747 www.govlist.us
govlist
Where Would You Like to Start?
Draft Solicitation Post Bid Opportunity Evaluate Proposals Document
Close
Image 1. The three modules for Santa Monica
What Template Would You Like to Use?
Reques! For Quote invitation For Bid
Recommended
Request For Proposal Sole Source
+ Back
Figure 2. The different types of solicitations supported for Santa Monica Govlist, Inc 814 Mission St, San Francisco, CA 94103 (855) 680-4747 www.govlist.us
govlist
Govlist Sourcing Portal
RFPs, RFOs and other LA GIENEGA PARK PUBUC ENGAGEMENT SERVICES projects that require vendors to
GerTran Prepos al
offer bids do not have to be
just one big PDF document.
Offer vendors a friendly portal
to respond to solicitations that
include a breakout of each section, clear expectations of all deadlines, a collaboration space for Questions and Answers, and notifications to vendors of updates to the solicitation. The Sourcing Portal sets yours agency up for success in getting reponses that are exactly what you asked for in the format you expected. This will come in handy as we progress from the open solicitation period to evaluations.
Govlist, Inc 814 Mission St, San Francisco, CA 94103 (855) 680-4747 www.govlist.us
govlist
Govlist Evaluations Manager
Spend less time shuffling through printed evaluation packets.
Easily review associated
response documents with an Gloud Dide Storege RFP
intuitive online tool where
materials can be accessed
from any device. Easily enter
evaluation comments that help
you and your selection team
stand behind your scoring decisions.
Because the solution fosters an environment for new levels of integrity and and fairness, the tool can provide confident transparency that increases citizen trust in purchasing offices.
Post Implementation Agreement Considerations
Govlist would be honored to have your logo and a one-to-two sentence quote appear on our website AFTER a final sign off on the success of the project is given and the city is recognizing value in their partnership with Govlist. At that time, we would also like to feature your implementation in at least 1 blog article and/or customer success case study with the aproval of our primary contact.
Govlist, Inc 814 Mission St, San Francisco, CA 94103 (855) 680-4747 www.govlist.us
govlist
Coordinated Timeline for Success
Govlist Delivers Price Proposal and Deliverables Outline - Today Purchasing Manager approves Govlist - June 2018
City of Santa Monica and Govlist send Standard SaaS Contract template - June 2018
Govlist sends W-9, Completed requirements for doing business - June 2018
City signs and delivers Proposal and Outline to Govlist - June 2018 City creates purchase order / City and Govlist execute agreement - before June 30, 2018
Project Kick Off - July 2018
Covist works with City on Scripting Templates and Deploying Site - mid- First Official Request Made In Govlist - August 2018
First Scheduled RFP Released with Govlist - August-September 2018 SIGN
Liam, Govlist CEO HERE
Date Signed
The City of Santa Monica, California
Date Signed
Govlist, Inc 814 Mission St, San Francisco, CA 94103 (855) 680-4747 www.govlist.us
govlist
Project Plan
Modern Procurement Solutions
For the City of Santa Monica, CA
May 2018
Table of contents govlist
Scope of Work
2 The Value of Govlist
3 Module Package
4 Timeline
5 Cost/savings estimate
1 Scope of Work govlist
Requirements Govlist deliverables
Santa Monica would like an effective solution to • Provide accounts for City users for the enable employees to more easily and quickly subscription term. draft, run, and evaluate solicitations. Subscription scope will include access to the Solicitation-Writing, Response Collection, and
• The solution should function like Evaluations modules. "Turbo Tax for procurement workflows. Set up the solution, configure templates, and • It should walk end users through key onboard initial user group. questions, such as: "What do you want to Lead training sessions for staff. buy? How much is that? And guide users Deliver customer support and issue monitoring through solicitation drafting. for subscription term.
• The solution should have the ability to • Customer success meetings on an as-needed export packets of solicitation documents. basis to advise on rollout and process • It should include a project library that pulls optimization. data from multiple municipalities to save • Access to the Govlist Scope Library and network. research time.
It should also manage proposal collection
and evaluations online through a
web-based scoring tool.
2 The Value of Govlist govlist
• Govlist is the Subject Matter Expert on software for government procurement pros
• Govlist Solicitation Writer is a battle tested solution versus untested "one off" platforms
• The solution is connected to a crowdsourced Procurement Research community that's growing
• Licensing includes perpetual upgrades and maintenance (future proof) • Cloud-based means it will work from anywhere and is highly reliable • Santa Monica will benefit from product improvement ideas not only from the City but from the customer community
• Accelerated speed of innovation: the modular/sprint-based architecture and engineering model means you'll never find yourself sitting with antiquated software that looks outdated
2 Our Commitments to Santa Monica govlist
• Supporting your initiative to make sure systems are seamlessly integrated with easy to use programmatic interfaces
• Single Sign On (SSO) through a chosen industry standard • Transforming existing boilerplate into user friendly workflows and wizards • As policies, procedures, and best practices change, supporting solution configuration changes
• Dramatic increases in efficiency and effectiveness measured and reported with Govlist analytics. Quarterly (or more frequent) process improvement reporting
3 Module Package govlist
Govlist will provide your team with access to the following modules of the Govlist system, which will support your staff from drafting the RFP through evaluation.
Selection:
Write Collect Evaluate Analyze
Solicitation Responses Proposals Results
Solution
modules:
SCORE
Timeline govlist
Time to value is less than 30 days from the beginning of the project.
Setup Rollout Period
(5 - 30 days) Full Utilization
(1-30 days)
• Send templates and user User invites are sent, and
lists to Govlist. end users begin utilizing the
system. (
• Govlist configures templates
and system setup. Govlist leads user training Kickoff
sessions for core user group. meeting
• Kickoff meeting with
leadership to confirm setup. Training
Track progress throughout sessions
the rollout and finetune
configuration as needed.
5 Cost/savings estimate govlist
Public benefit estimate
Time savings in first year:
$432k - $504k
5 Cost/savings estimate govlist
Estimated budget
Services Description Unit of Measure Quantity Unit Price Sum Total Govlist RFP Writer (unlimited RFPs) Months 12 $2,500 $30,000 Govlist Evaluations Manager (unlimited Evals) Months 12 $1,600 $19,200 Govlist Proposal Collection Portal Months 12 $1,300 $15,600 Setup/Support/Perpetual Upgrades Months 12 Included Included Total $5,400 $64,800
* Base License includes 50 Users
* Minimum 12 month agreement, auto-renew option
Relevant Add-Ons
Services Description Quantity Unit Monthly Total Monthly Discount Govlist + 25 User License *based on 100 total user $500 $1,000 requirement
Installation 40 Hours $200 $8,000
Online Training 16 Hours $200 $3,200
govlist
govlist Gov Tech
100
Company 2018
Govlist is an intuitive sourcing solution that helps you move faster and simplify the procurement process
Gov Tech
100
Contact: [email protected]
© 2018 Govlist Inc 2017
Exhibit B
Data Protection
Govlist shall complete the services in accordance with the Data Protection provisions provided below. In the event of a conflict between the requirements of this Exhibit and any other requirement of this Agreement, the requirements of this Exhibit shall control.
1. Defined Terms.
"City Data" means all information and data generated by GovList or City the City of Santa Monica ("City" or "Customer") in relation to the performance of this Agreement, including aggregate data generated using City-provided information and use of software programs. "Data Breach" means the unauthorized acquisition, access, use or disclosure of Non-public Information that compromises the security, confidentiality or integrity of such information.
C. "Non-public Information" means: (i) Protected Information (defined below); (i) information City discloses, in writing, orally, or visually, to GovList, or to which GovList obtains access in connection with the negotiation and performance of the Agreement, and which relates to City, its employees, its third-party contractors or licensors, or any other individuals or entities that have made confidential information available to City or to GovList acting on City's behalf, marked or otherwise identified as proprietary or confidential, or that, given the nature of the information, ought reasonably to be treated as proprietary or confidential; (iii) trade secrets; and (iv) business information. d. "Protected Information" means information that identifies or is capable of identifying a specific individual, including but not limited to personally-identifiable information, medical information other than Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations (including, but not limited to 45 CFR § 160.103), Card Data and Customer Card Data (as defined by the 2016 edition of the Payment Card Industry Data Security Standard and Payment Application Standard Glossary of Terms, Abbreviations, and Acronyms), student records, or individual financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); the federal Gramm- Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); the federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); the federal Fair and Accurate Credit Transactions Act (15 USC § 1601 et seq.) and the Fair Credit Reporting Act (15 USC § 1681 et seq.).
2. Data Retention. All City Data is the property of the City. At any time during the term of this Agreement at the City's request or upon the termination or expiration of this Agreement for any reason, GovList shall, and shall instruct all authorized persons to, promptly return to the City all copies, whether in written, electronic or other form or media, of City Data in its possession or the possession of such authorized persons. GovList shall also securely dispose of all remaining copies in its possession, if the City so instructs, and certify in writing to the City that all City Data, including Protected Information, has been returned to City or disposed of securely, as requested by the City. GOVLIST shall comply with all directions provided by the City with respect to the return or disposal of City Data and Protected Information.
3. Data Security. To the extent GovList will collect, access, use, store, dispose of, or disclose Protected Information, the following provisions will apply.
TTRC/30682071
a. GovList represents and warrants that it will comply with all applicable federal, state, and local privacy and data protection laws, as well as all other applicable regulations. b. GovList shall implement administrative, physical and technical safeguards to ensure security of Protected Information that are no less rigorous than accepted industry practices including National Institute of Standards and Technology (NIST) 800-53, Center for Internet Security (CIS) controls, the International Organization for Standardization's standards (ISO/IEC 27001:2005 - Information Security Management Systems - Requirements and ISO-IEC 27002:2005 - Code of Practice for International Security Management), or the Information Technology Library (ITIL) standards.
Gov List shall ensure that all such safeguards, including the manner in which Protected Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with all applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. c. If in the course of this engagement GovList has access to or will collect, access, use, store, process, dispose of or disclose credit, debit, or other payment cardholder information, GovList shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS at GovList's sole cost and expense.
d. All employees and subcontractors given access to any Protected Information must agree to abide by the terms of the Agreement and restrict use of Protected Information only for subcontractors or employees' internal business purposes and only as necessary for the execution of the Agreement. e. GovList's failure to adequately protect Protected Information resulting in a Data Breach is a material breach of this Agreement. In such event, City may terminate the Agreement effective immediately upon written notice to the GovList without further liability or obligation to City. f. Upon City's request, to confirm GovList's compliance with this Agreement, as well as any applicable laws, regulations and industry standards, GovList grants City or, upon City's election, a third party on City's behalf, permission to perform an assessment, audit, examination, or review of all controls in GovList's physical or technical environment in relation to all Protected Information being handled and services being provided to City pursuant to this Agreement. GovList shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that processes, stores or transports Protected Information for City pursuant to this Agreement. City may also request that GovList perform a self- assessment of all security programs and controls. In addition, upon City's request, GovList shall provide City with the results of any assessment by, or on behalf of GovList, that assesses the effectiveness of GovList's information security program as relevant to the security and confidentiality of Protected Information shared during the course of this Agreement. g. GovList shall ensure all City Data remains within the United States and is not transbordered out of the country without the prior written authorization by the City.
4. Data Breach. In the event of any Data Breach, GovList shall promptly notify City and cooperate with any remedial and notification requirements.
a. GovList shall provide notice by email and telephone of any Data Breach as soon as possible, but no later than 24 hours after learning of the Data Breach. The notice shall include, a detailed report of the information breached, including names, contact information, and data that was compromised. b. Immediately following notification of a Data Breach, GovList shall coordinate with City to jointly investigate the incident, and GovList agrees to (1) assist with any investigation; (2) provide City with access to facilities and operations impacted by the Data Breach; (3) provide status reports on any internal investigations as frequently as requested by City; (4) facilitate interviews with GovList's employees and others involved in the Data Breach; and (5) make available all relevant documents and data, electronic or in paper form, necessary to comply with all applicable laws, regulation, industry standards as otherwise requested by City.
c. GovList shall immediately remedy any Data Breach and, at GovList's sole expense, take all necessary steps to prevent any further Data Breach accordance with all applicable privacy rights, laws, regulations, and standards.
d. GovList shall not inform any third party of a Data Breach without first obtaining City's written consent to do so, other than to inform a complainant that the matter or inquiry has been forwarded to the appropriate City office for review or as otherwise required by law. GovList shall consult with City to determine (1) whether notice of a breach should be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law, regulation, or otherwise in the City's discretion; and (2) the content of any such notice, whether and what type of remediation may be offered, and the nature and extent of any such remediation.
5. GovList shall fully cooperate in any litigation or other action deemed necessary by the City following any Data Breach.
TIRC/2069202 1
Insurance Requirements
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property
3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Technology Professional Liability (Errors and Omissions) Insurance appropriate to Consultant's profession, with limits not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, network se private he prici shall terride cof rigeton brendorespion, extor i wan regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and 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 City of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1 a. Additional Insured Status: The City of Santa Monica, 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 Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant's nsurance shall be primary coverage at least as broad as Insurance Services Office Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials employees and volunteers. Any insurance or self insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant 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 of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Self Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
2 b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant's obligation to provide them The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers' Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.
3