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Contract No. 11081 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and SA Technologies, Inc. (“SA Technologies”), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. SA Technologies is qualified to do business, and is doing business, in the State of California. SA Technologies represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and SA Technologies now desire to enter into an agreement for SA Technologies to provide professional services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2021, unless sooner terminated in accordance with Section 14.
2. SA Technologies Services. SA Technologies will perform all the services (“Services”) described in Exhibit A, Scope of Services. SA Technologies will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to SA Technologies any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by SA Technologies.
4. Compensation. The City will compensate SA Technologies for the Services performed in an amount not to exceed $90,000, as set forth in Exhibit B.
5. Invoices. SA Technologies will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 9/30/2020
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6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Information Services Department
City of Santa Monica
1685 Main Street, Suite 105
Santa Monica, California 90401
Attention: Sreekanth Maddali
Re: Contract No. 11081
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 11081
6.2 All notices, demands, requests or approvals to SA Technologies:
SA Technologies
3031 Tisch Way, 110 Plaza West,
San Jose, CA 95128
Attention: Raj Talukdar
Re: Contract No. 11081
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint ventures of one another.
Neither the City nor its officers or employees will have any control over the conduct of SA Technologies or any of SA Technologies’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and SA Technologies, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, SA Technologies must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED - 3 -
arise from or in connection with the performance of the Services by SA Technologies or SA Technologies’s agents, representatives, employees or subconsultants for the duration of this Agreement. SA Technologies must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to SA Technologies’s Services produced under this Agreement, SA Technologies agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the acts, errors and/or omissions of SA Technologies, or SA Technologies’s employees, agents, officers, and subconsultants.
SA Technologies’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of SA Technologies, its employees, agents or officers, or subconsultants; provided, however, that SA Technologies’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding SA Technologies’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from SA Technologies, if City chooses to do so.
10.2 Enforcement Costs. SA Technologies agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1 SA Technologies may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of SA Technologies or of any general partner or joint venturer or syndicate member of SA Technologies, if a partnership or joint venture or syndicate exists, which results in changing the control of SA DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED - 4 -
Technologies, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. SA Technologies, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If SA Technologies fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to SA Technologies.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to SA Technologies. Upon termination of this Agreement, City will pay SA Technologies any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. SA Technologies must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
16. Discrimination. SA Technologies may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. SA Technologies may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 SA Technologies must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. SA Technologies must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 SA Technologies must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. SA Technologies must clearly identify all records and make them readily accessible to the City. At the City’s request, SA DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED - 5 -
Technologies must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 SA Technologies must allow the City to have free access to SA Technologies’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit SA Technologies’s records, and SA Technologies agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by SA Technologies, SA Technologies agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by SA Technologies or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by SA Technologies or any subconsultant pursuant to this Agreement may be made available to any individual or organization by SA Technologies without prior written approval by City.
19.2 At the City’s request, SA Technologies must furnish reports concerning the status of the Services.
20. Standard of Care. SA Technologies agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of SA Technologies’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If SA Technologies proposes to have any subconsultant perform any part of the Services, SA Technologies must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.
21.2 SA Technologies will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between SA Technologies and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 11081 (CCS) entered into between the City of Santa Monica and SA Technologies
on^^____________________.
DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 9/30/2020
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22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and SA Technologies agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
GEORGE S. CARDONA
Interim City Attorney
ANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
LANE DILG
Interim City Manager RICK COLE
City Manager
SA Technologies Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 9/27/2020
Interim City Attorney
George Cardona
9/28/2020
SA Technologies Inc
Bhavin Goda
Finance Controller
Interim City Manager
9/30/2020
Lane Dilg
City Clerk
Denise Anderson-Warren
9/30/2020
Exhibit A
Scope of Services
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SECTION 1: SCOPE OF WORK
Scope of work
SA Technologies understands that the City is interested in engaging an SQL report developer/programmer to assist with the implementation of the City’s ERP, Tyler Munis. The selected consultant would be a key contributor inside the ERP Reporting and Analytics team by creating robust reporting solutions, which meet the business needs of the organization. The consultant would communicate with business analysts, subject matter experts from departments’ business units, and counterparts in IT to complete system requirements, technical specifications and process documentation for assigned projects. The consultant would review, analyze, and evaluate the scope of the business problems presented and help identify viable technical solutions.
The initial engagement will be for up to 6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions. The City’s work schedule is 9/80 with alternate Fridays off. The selected consultant will be working onsite with the Project team; however, the City may consider partial telecommute as an option.
SAT’s consultant will perform following services:
Design, develop, modify, and implement reports using SSRS, and Power BI o Deliver accurate and timely ad-hoc extracts that support different business requirements o Communicate with business owners and project managers defining report requirements and creating effective solutions for those requirements.
o Resolve report performance issues.
o Perform data integrity and audit checks to ensure accuracy of reports. o Support and performs software life-cycle development. o Ensure standards and best practices used in development are followed and maintained o Work directly with business users in understanding the needs of the business and developing innovative, effective, and efficient SSRS reporting solutions to meet these requirements o Research, review, and analyze the effectiveness and efficiency of existing reports, and develop strategies for enhancing and improving the performance of these reports o Increase and enhance the developed reporting documentation effectiveness, thoroughness, and organization.
DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED SECTION 2: LOCATION/PARKING
SAT’s Selected candidate- Mr. Hariharan Shanmugam will perform all the project activities at the city’s onsite location. The City may consider partial telecommute as an option.
Below is the address for delivering the services:
City of Santa Monica, Information Systems Department
Locations: 1717 4th Street, 1527 4th Street, and 1685 Main Street, Santa Monica, CA 90401.
The initial engagement will be for 3-6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions.
Contractor Parking. The City agrees to use its best effort to provide parking access for Contractor for the purpose of supporting contractor performance of its obligations under this Agreement. Contractor acknowledges and understands that the City is under no obligation to provide parking to Contractor. The City may at the City’s sole and absolute discretion reduce contractors access, change the designated parking areas, or otherwise restrict or revoke any parking privilege given by the City to Contractor under this Agreement. In addition, the City reserves the right to charge Contractor a fee, consistent with existing parking rates offered to the public, for any parking spaces provided.
The City will provide Hariharan Shanmugam with 1 parking pass to access the Civic Center Parking Structure and the Civic Auditorium Lot for the duration of the Project.
SECTION 3: DELIVERY SCHEDULE
Once the SAT’s proposed SQL report developer/programmer- Mr. Hariharan Shanmugam allocate to the project his main work involves to assist to the Project Manager and subject matter expert. Consultant would be a key contributor inside the ERP Reporting and Analytics team by creating robust reporting solutions, which meet the business needs of the organization. The consultant would communicate with business analysts, subject matter experts from departments’ business units, and counterparts in IT to complete system requirements, technical specifications and process documentation for assigned projects. Delivery milestones will be decided by the City’s team.
SECTION 4: COMMERCIALS
SA Technologies is proposing SQL report developer/programmer Mr. Hariharan Shanmugam at the rate of $60/Hour.
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DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED Exhibit B
Budget
The initial engagement for SA Technologies services will be for up to 6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions. SA Technologies will utilize Hariharan Shanmugam to provide the Services. The City will compensate SA Technologies for the Services at an hourly rate of $60/hour for the initial term of this engagement. The total not to exceed contract amount will be $90,000 ($60/hr. x 1,500 hours).
DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED Exhibit C
Insurance Requirements
Consultant shall procure and maintain for the duration of the Agreement insurance against claims 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 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services 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 (nonowned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
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 Errors and Omissions/Cyber Liability: Insurance with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. Coverage shall be sufficiently broad to respond to the duties DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED and obligations 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, invasion of privacy violations, information theft, release of private information, alteration of electronic information, extortion, and network security. The policy shall also provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.
Further, 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 or information “property” of the City of Santa Monica in the care, custody, and control of the Consultant.
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:
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).
DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices 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 deductible or 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.
DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 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.
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 DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.
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.
DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED