- 1 -
Rev. October 2023
Agreement No. 11605 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into on _____________ (“Execution Date”), by and between Speridian Technologies (“Speridian), and City of Santa Monica, a California municipal corporation (“City”) is made with reference to the following:
RECITALS
A. 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. City issued a Request for Proposal (“RFP”) seeking a qualified vendor to implement a new permitting and land use management system and furnish annual software licensing, maintenance, and support services. A copy of the RFP is attached hereto as Exhibit A.
C. In response to the City’s RFP, Speridian submitted its Proposal (“Proposal”), which is attached hereto as Exhibit B. To implement the Proposal, Speridian and City have agreed on the Statement of Work attached hereto as Exhibit C.
D. Speridian is qualified to do business, and is doing business, in the State of California. Speridian represents it has the background, knowledge, experience, and expertise necessary to provide the services set forth in this Agreement.
E. Speridian will obtain, implement, and configure the Clariti software solution as outlined in Exhibit C.
The City will enter into a separate software as a service agreement with Clariti. .
F. City and Speridian desire to enter into this Agreement upon the terms and conditions set forth below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows:
TERMS AND CONDITIONS
1. Definitions. The following definitions shall apply to the following terms as they appear in this Agreement:
1.1. “Affiliates” means, with respect to a Party, its parent company and subsidiaries and/or controlled corporations or entities which are directly or indirectly controlled by Party.
1.2. “City” means the City of Santa Monica.
1.3. “Client Party” means City and each of its Affiliates, Users, and Third-Party Users.
1.4. “Client Data” means all information and data provided or inputted by or on behalf of any Client Party for use with the System.
1.5. “Confidential Information” means: (i) Protected Information; (ii) all confidential and proprietary information of a Party, including, without limitation, business plans, strategies, products, software, source code, object code, clients, data models, discoveries, inventions, developments, know-how, improvements, works of authorship, concepts, or expressions thereof, whether or not subject to patents, copyright, trademark, trade secret protection or other intellectual property right protection; and (iii) all information any Client Party discloses, in writing, orally, or visually, to Speridian, or to which Speridian obtains access in connection with the negotiation and performance of this Agreement, and which relates to City, its employees, Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 9/24/2024
- 2 -
Rev. October 2023
its third-party Speridian or licensors, or any other individuals or entities that have made confidential or proprietary information available to City (or to Speridian acting on City’s behalf), that is marked or otherwise identified as confidential or proprietary or that, given the nature of the information, ought reasonably to be treated as proprietary or confidential. Speridian’s Confidential Information includes all Proprietary Rights with respect to the Software, Custom Software and Software Work Product.
1.6. “Agreement Work Product” means all Client Data and all information and data generated by Speridian or any Client Party using Client Data in relation to the performance of this Agreement, including aggregate data generated using Client Data.
1.7. “Custom Software” means specifically modified reports, dashboard panels, or other features or modules of Clariti Software created by Speridian for City as described in the Proposal, Statement of Work or other documents attached as exhibits to this Agreement.
1.8. “Data Breach” means the unauthorized acquisition, access, use, or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of such information.
1.9. “Documentation” means all user guides, videos, embedded help text, and other reference materials generally furnished with respect to the System, whether in printed or electronic format.
1.10.“Party” in the singular refers to either of the parties to this Agreement, together with their Affiliates, while “Parties” in the plural refers to both the parties to this Agreement, together with their Affiliates.
1.11.“Permissions” means the username and password provided to City by Speridian or by City to Users for each User, as the same may be modified under the System.
1.12.“Proprietary Rights” means worldwide intellectual and proprietary property owned and/or properly licensed by a Party and all intellectual or proprietary property rights subsumed therein, including copyright, patent, trademark (including goodwill), trade dress, trade secret and know-how rights.
1.13.“Protected Information” means information that identifies or is capable of identifying a specific individual, including but not limited to personally-identifiable information (PII), 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), medical information other than Protected Health Information as defined under HIPAA and the HIPAA regulations, Cardholder Data (as currently defined by 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.); the federal Fair Credit Reporting Act (15 USC § 1681 et seq.); and California Streets and Highway Code § 31490.
1.14.“Vendor” means and refers to Speridian Technologies, a limited liability corporation, who will Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 3 -
Rev. October 2023
be providing professional services necessary to implement the Clariti software. In contrast, Clariti will provide the software and hosting of the necessary instances and system landscape required for the implementation.
1.15.“Services” means the Clariti Software, Custom Software, and Professional Services that are the subject of this Agreement and identified in the Statement of Work, together with any Updates and Upgrades thereto.
1.16.“Service Interruption” means that any Client Party is unable to access the System as provided herein, excluding (i) scheduled maintenance windows of which City is notified at least 24 hours in advance and which occur outside of normal business hours; (ii) scheduled repairs of not more than two hours duration in any one week period of which City is notified at least four hours in advance and which occur outside of normal business hours; (iii) critical repairs including security updates where advance notice cannot be reasonably provided and (iv) interruptions caused by transmission errors, Internet service providers, vandalism, User error or other factors beyond Vendor’s or its direct Service Providers’ reasonable control.
1.17.“Service Provider” means a third-party service provider of City, Vendor, and/or any of their Affiliates.
1.18.“Server” means and refers to the server(s) utilized by Vendor for the System as defined in this Agreement. Vendor shall, in accordance with the notice provisions set forth in Section 13 below, keep the City’s Information System Department informed of the location and nature of the Server, in writing, throughout the Term of this Agreement.
1.19.“Software” means the object code version of the Clariti software products set forth in the deliverables section of the Statement of Work and made available to City under this Agreement by Vendor.
1.20.“Software Work Product” means Clariti software, programming, tools, integrations, documentation, and materials that are used, created, developed, or delivered by Vendor to City in connection with Custom Software, and all Proprietary Rights subsumed therein.
1.21.“Statement of Work” means any statement of work entered into and mutually approved in writing by the parties pursuant to this Agreement, including in particular but not limited to the Statement of Work, the Proposal, and any other documents attached as exhibits to this Agreement.
1.22.“System” means and refers to Vendor’s fully integrated web-based system, including the Clariti software, subscription service, and all other professional services, as specified in the Statement of Work, including any and all Upgrades and Updates. The System shall be accessible by any Client Party via a designated web site or IP address to be provided to City by Vendor
1.23.“Third-Party Technology” means proprietary technology of third parties that Vendor provides, or enables access to, as part of the System.
1.24.“Third-Party User” means any customer, consultant or Service Provider of any Client Party that is using or accessing the System on behalf of the Client Party.
1.25.“Third-Party User Agreement” means the user agreement between a Third-Party User and Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 4 -
Rev. October 2023
Vendor, as the same may be amended from time to time.
1.26.“Updates” and “Upgrades” means maintenance revisions, improvements, modifications, bug fixes, patches, corrections and enhancements to System provided by Vendor generally to its customers. The term “Updates” shall not include custom reports or enhancements for which Vendor charges a separate or additional fee.
1.27.“User” means any single employee, contractor, agent, customer, investor, consultant or ThirdParty User of City or any of its Affiliates who uses or accesses the System.
2. Term. The term of this Agreement shall be for a period of five (5) years beginning on the Execution Date (“Term”), unless terminated earlier in accordance with Section 15 below.
3. System.
3.1. Software License Grant. Software licenses and rights will be provided by Clariti under the terms and conditions outlined in a software as a service agreement substantially in the form, set forth in Exhibit F. Speridian will obtain the necessary software licenses from Clariti.
3.2. Software as a Service. Vendor agrees to obtain a fully integrated web-based System via a subscription service provided by Clariti as described in the Statement of Work and to grant any Client Party a non-exclusive right to access the System, including all Updates and Upgrades, via the Internet. Any Client Party may use the System solely for internal business of City in accordance with this Agreement, including the Statement of Work, and the applicable ThirdParty User Agreement and Documentation.
3.3. System Implementation. Vendor will configure, test and implement the System in accordance with the project schedule set forth in the Statement of Work. An estimated timeline for the implementation of the System is set forth in the project schedule attached hereto as Exhibit D, and such timeline may be amended from time to time by the Parties. System acceptance will be complete after the System has been in successful full use for a consecutive period of 30 days without significant malfunction or error. Any significant failure (no workaround or fix) of the System or need for software correction for Software provided by Vendor during the acceptance period shall extend the acceptance period on a day by day basis until the correction is fully completed.
3.4. System Maintenance and Support. Vendor will maintain and support the System as set forth in the Statement of Work.
3.5. Vendor Hosted System Model. Vendor will host the System and Client Data in a secure Internet accessible environment as described in the Statement of Work.
3.6. Users. City may license the System to the number of authorized Users as set forth in the Statement of Work. Each authorized User shall access and use the System (i) in accordance with the terms of this Agreement, including the Statement of Work, and applicable Third-Party User Agreement and Documentation, and, (ii) when applicable, through a unique and reasonably secure username and password as further described in the Statement of Work, Third Party User Agreement or Documentation. The System allows City to grant different levels of access to Client Data, to different Users, as described in more detail in the Statement of Work. It is City’s responsibility to designate the applicable access to be granted to each Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 5 -
Rev. October 2023
User. City shall cause all Users to comply with all obligations of City hereunder, to the extent applicable to Users. Except for City’s and its Affiliates’ system administrators and where reasonably necessary for administrative or security purposes, no User may use the username/user identification or password of any other User.
3.7. Third Party Access. City shall also have the right for City and its Affiliates to permit Third Party Users to access or use the System in accordance with the terms and conditions of this Agreement, including the Statement of Work, provided that Third Party User has agreed in writing in advance to be bound by at least the same restrictions with respect to the System as City or has entered into a Third Party User Agreement with Vendor. Any rights granted hereunder with respect to the System to Third Party Users shall expire or terminate immediately upon the termination of the Agreement in accordance with its terms. City shall be responsible for ensuring the compliance of each Client Party with the terms and conditions of this Agreement and the applicable Statement of Work.
3.8. Security. Vendor shall provide City with the ability to create, modify and assign Permissions required for each User to access the System. City shall be responsible for safeguarding the Permissions and otherwise complying with the password and security procedures that Vendor may establish from time to time. City shall promptly notify Vendor if City becomes aware that the security of its Permissions has been compromised.
3.9. Professional Services. During the term of this Agreement, Vendor will make available to City Professional Services as set forth in the Statement of Work. City may also contract for expanded services for additional days and hours in accordance with Vendor’s then-current policies and prices. Notwithstanding the foregoing, Vendor will not be obligated to provide any support required as a result of, or with respect to, City’s operating systems, networks, hardware, or other related equipment of any Client Party use of the Services other than in accordance with the applicable Statement of Work and Documentation and as permitted under this Agreement.
3.10.Service Level. Vendor shall provide the Service Levels set forth in the Statement of Work, including the 99.5% uptime requirement, and including response no less quickly than in accordance with the following priority levels:
(a) A Level “A” Priority shall mean and refer to a System error that renders the System inoperable. Vendor shall assign resources within the first hour and shall continue to work on the problem until the problem is resolved. Average resolution time shall be less than eight (8) hours.
(b) A Level “B” Priority shall mean and refer to the detection of a System error that seriously impairs System operations but does not render the System inoperable. Vendor shall assign resources within four (4) hours and continue to work on the problem until the problem is resolved.
(c) A Level “C” Priority shall mean and refer to a minor problem, but of sufficient severity to warrant correction before the next scheduled Upgrade or Update. Vendor shall assign resources sufficient to resolve the problem within no more than thirty (30) days. (d) A Level “D” Priority shall mean and refer to any other minor problems that do not severely Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 6 -
Rev. October 2023
affect the operation of the System. Vendor shall incorporate corrections into the next scheduled Upgrade or Update.
3.11.Backup. Vendor shall maintain a backup of all Agreement Data as set forth in the Statement of Work and shall, on written request from City, provide a copy of the backup to City.
4. City Obligations. City shall: (i) provide Vendor with reasonable access to City’s premises as appropriate to enable Vendor to perform its obligations hereunder; (ii) provide adequate resources to participate in or facilitate the performance of the System; (iii) timely participate in meetings relating to the System; (iv) assign personnel to work in consultation with Vendor; (v) safeguard the user ID’s, passwords and other security data, methods and devices furnished to City in connection with the System and prevent unauthorized access to or use of the System; (vi) be responsible for City networks, equipment and system security required or appropriate in connection with the System; (vii) be responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Client Data; (viii) transmit Client Data only in an encrypted format, to be mutually agreed by the parties; and (ix) take such other actions as are required of City pursuant to this Agreement, including any Statement of Work.
5. Confidentiality. The parties acknowledge and agree that for the implementation and operation of the System, each Party (the “Receiving Party”) may have access to certain Confidential Information of the other Party (the “Disclosing Party”), including Protected Information, that is exempt from disclosure to the public or other unauthorized persons under state and federal statutes. Each Party warrants and agrees as follows: (i) all such Confidential Information shall be kept confidential and protected from disclosure to any persons other than employees, agents, officers or representatives of such Party who have a need to know; and (ii) all such Confidential Information shall be held in the strictest of confidence and shall not be disclosed, disseminated or revealed to any other third party without the prior written permission of (a) for Vendor, an authorized representative of Vendor, and (b) for City, the Director of the City’s Information Services Department and the City Attorney.
Each Party shall ensure that its employees, officers, agents and representatives who are involved with this Agreement will be advised of the terms of this confidentiality clause and will be instructed that they are bound by this confidentiality clause. The following information shall not be considered Confidential Information subject to this Section: (i) information that is publicly available or later becomes available other than through a breach of this Agreement or a Data Breach; (ii) information that is known to the Receiving Party or its employees, agents or representatives prior to its disclosure by the Disclosing Party or is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or (iii) information that is subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality. If the Receiving Party is required by law to disclose any portion of the Disclosing Party’s Confidential Information in response to a subpoena, court order, or other similar document, including a request under the California Public Records Act, Receiving Party shall give prior timely notice of such disclosure to Disclosing Party to permit Disclosing Party to seek a protective or similar order, and, absent the entry of such an order, Receiving Party shall disclose only such Confidential Information as is necessary to be disclosed in response to such subpoena, court order, or other similar document, including a request under the California Public Records Act.
6. Key Staffing Changes In the event of any changes to Vendor’s key staff assigned to this Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 7 -
Rev. October 2023
Agreement, Vendor will notify the City as soon as reasonably possible. Further, Vendor agrees that any replacement of key staff assigned to this Agreement will be made with individuals of comparable or higher experience or expertise.
7. Compensation & Invoices. The City will compensate Vendor for the Services performed in a total amount not-to-exceed $1,839,517 in accordance with the Fee, Budget, and Compensation Schedule attached as Exhibit E. Vendor will invoice the City for the Services performed in accordance with Exhibit E, and the City will pay any undisputed amount set forth on a correct invoice within 30 days of receipt.
8. Copyright and Other Restrictions.
8.1. Vendor’s Proprietary Rights. Vendor owns all right, title and interest, including all related Proprietary Rights in and to, or related to the Software, Custom Software, Software Work Product and System, including all software programs contained therein. The Vendor name, the Vendor logos, and the product names associated with the System are trademarks of Vendor or third parties, and no right or license is granted with respect to their use. The System may contain intellectual property belonging to third parties. All such intellectual property is and shall remain the property of its respective owners. Except for the limited rights expressly granted herein, all right, title and interest in and to the Software, Custom Software, Software Work Product, and System are reserved by Vendor, and, except as expressly granted herein, nothing contained in this Agreement shall be construed as conferring any right, title, interest or license with respect to the Software, Custom Software, Software Work Product or System upon any Client Party, by implication, estoppel or otherwise. In addition, City agrees and acknowledges that Vendor shall have an unlimited right to incorporate into any updates, upgrades, or modifications to the Software, Custom Software and the System rendered through use thereof all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any Client Party relating to the System.
Such Software, Custom Software and System, as updated, upgraded, or modified, shall be owned by Vendor as provided in this Section. Nothing in this Section shall affect the ownership by City of any and all Agreement Work Product or other City proprietary information.
8.2. Restrictions. Nothing in this Agreement shall be construed as a grant to City of any right to, and City shall not, and shall not permit any Client Party to: (i) reproduce, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System or any portion thereof; (ii) distribute, disclose or allow use of any of the System, or any portion thereof, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party; (iii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the System in any manner; (iv) create derivative works from, modify or alter any of the System in any manner whatsoever; (v) interfere with any third party’s use and enjoyment of the System; (vii) attempt to gain unauthorized access to the System, accounts, computer systems, or networks connected to any Vendor’s server; or (vi) use any robot, spider or other automatic device or manual process to monitor or copy portions of the System.
8.3. Agreement Work Product. City shall own all right, title and interest in and to the Agreement Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 8 -
Rev. October 2023
Work Product, which shall never be deemed to be Software, Custom Software, System, or Software Work Product, even if delivered or incorporated therewith. Vendor shall have no responsibility, whatsoever, for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of Client Data, and Vendor shall not review, monitor or check the Client Data except as necessary to provide the System to Client and ensure the operation of the System in accordance with this Agreement. Vendor shall not be responsible or liable, in any way, for the deletion, destruction, damage or loss of any Agreement Work Product through no fault of Vendor or its providers without limiting Vendor’s liability to maintain backup data as set forth in the Statement of Work or Vendor’s obligations to maintain data security or in the event of a Data Breach as set forth in Sections 21 and 22 below.
8.4. Software Work Product. As between Vendor and City, Vendor shall be the sole and exclusive owner of all right, title, and interest in and to all Software Work Product and all Proprietary Rights subsumed therein. City expressly acknowledges and agrees that the Software Work Product shall not constitute work made-for-hire under the United States Copyright Act, and that Vendor shall have the exclusive right to protect the Software Work Product by patent, copyright, or any other means. Software Work Product shall be made available to City as part of the System to the extent set forth in the Statement of Work, and City shall have no other right to use any Software Work Product.
8.5 Notices of Infringement. Upon notice from Vendor, City agrees to reasonably cooperate with and assist Vendor (at Vendor’s sole expense) in protecting, enforcing and defending Vendor’s rights in and to the System and any Software Work Product.
9. System Warranty. Vendor warrants that the System will perform in all material respects in accordance with its Proposal, the Statement of Work, and any related Documentation when used in accordance with the terms of this Agreement on the hardware and with the third-party software specified by Vendor from time to time. In the event of any breach by Vendor of the warranty provided in this Section, Vendor shall be required to repair or replace the nonconforming System, at Vendor’s sole expense, as described herein. Vendor shall deliver to City a replacement System, a work-around and/or an error/bug fix as may be necessary to correct the nonconformity. If Vendor is unable to repair or replace the nonconforming System through the remedy set forth above, then such remedy shall not be an exclusive remedy and City shall have all remedies available in law or equity.
10.Services. Vendor represents and warrants that the Services shall be performed in a professional and commercially reasonable manner consistent with the standard of care exercised by Vendor in performing similar services for other clients. City’s remedy for breach of this warranty shall be reperformance of the nonconforming Services, provided that Vendor must have received written notice of the nonconformity from City no later than 60 days after the original performance of the Services by Vendor. If Vendor is unable to re-perform the nonconforming Service through the remedy set forth above, then such remedy shall not be an exclusive remedy and City shall have all remedies available in law or equity.
11.Insurance. Prior to commencing work, Vendor must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 9 -
Rev. October 2023
with the performance of the System by Vendor or Vendor’s agents, representatives, employees or subconsultants for the duration of this Agreement. Vendor must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit G, Insurance Requirements and Verifications.
12.Indemnification.
12.1.General Indemnification. Vendor agrees to defend, indemnify, protect, and hold harmless City, its agents, officers, boards and commissions, and employees (collectively, “City Indemnitees”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorneys’ fees, or payments for injury to any person or property (collectively, “Losses”), alleged to arise out of or result from any alleged acts, errors, or omissions of Vendor in connection with its performance under this Agreement.
12.2.Infringement Claims. Vendor agrees to indemnify, defend, settle, or pay any third-party claim or action against any Client Party for infringement of any U.S. patent or copyright arising from City’s use in accordance with this Agreement of the System. If the System or any part of the System is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense, either: (i) procure for City the right to continue to use the System; or (ii) modify the System to make it non-infringing, provided that such modification does not materially adversely affect City’s authorized use of the System; or (iii) replace the System with a functionally equivalent non-infringing program at no additional charge to City; or (iv) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement and refund to City any prepaid but unearned fees paid to Vendor.
12.3.Conduct of Defense. Notwithstanding Vendor’s obligation to defend the City Indemnitees hereunder, City has the right to conduct the defense of the City Indemnitees and obtain reimbursement for reasonable costs of defense from Vendor, if City chooses to do so.
13.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:
13.1. All notices, demands, requests or approvals to the City:
Information Services Department
City of Santa Monica
1685 Main Street Room 105
Santa Monica, CA 90401
Attention: Prasanna Joshi
Re: Agreement No. 11605(CCS)
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: City Attorney
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 10
-
Rev. October 2023
Re: Agreement No. 11605 (CCS)
and to:
City of Santa Monica Information System Department
1685 Main Street, Room 105
Santa Monica, CA 90401
Attention: Chief Information Officer
Re: Agreement No. 11605(CCS)
13.2. All notices, demands, requests or approvals to Speridian:
Speridian Technologies
2400 Louisiana Blvd NE Building 3
Albuquerque, NM 87110
Attn: Legal Department
Re: Agreement No. 11605 (CCS)
14.Prohibition Against Transfers.
14.1.Vendor shall 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, which shall not be unreasonably withheld. Any attempt to do so without the City’s consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer.
14.2.Notwithstanding the foregoing, no written consent shall be required for Vendor to assign, hypothecate or transfer this Agreement to (i) any parent or wholly owned subsidiary or (ii) to a successor by way of a merger, acquisition, sale, transfer or other disposition of all or substantially all of its assets, provided that for either (i) or (ii) Vendor provides City with written notice of such assignment.
14.3.The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Vendor or of any general partner or joint venturer or syndicate member of Vendor, if a partnership or joint venture or syndicate exists, which results in changing the control of Vendor, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
15.Default and Termination.
15.1.Right to Terminate for Cause; Notice and Opportunity to Cure. Either Party may terminate this agreement for cause if the other Party materially breaches any of the provisions of this Agreement and fails to cure such breach within 30 days after receipt of written notice thereof.
In the event a longer period is required to complete a cure, the Parties may agree to extend such time periods provided that the breaching Party has commenced and continues to cure within the extended time period.
15.2.Rights Upon Termination. Upon termination of this Agreement by either party for any reason:
i. All licenses granted to the City under this Agreement shall terminate and revert immediately to Vendor, subject to other provisions of this Agreement regarding the City’s Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 11
-
Rev. October 2023
right to access Agreement Work Product.
ii. Vendor shall promptly transmit or cause to be transmitted the Agreement Work Product in a form readable and accessible by the City. Vendor agrees to cooperate with the City for the transmittal of the information in a form reasonably acceptable by the City. iii. The City’s rights to the Agreement Work Product shall be unequivocal and shall survive the termination of this Agreement.
iv. Upon termination of this Agreement, City will pay Vendor any compensation earned and unpaid up to the effective date of termination.
16.Records.
16.1.Vendor 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.
Vendor 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.
16.2.Vendor must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Vendor must clearly identify all records and make them readily accessible to the City. At the City’s request, Vendor must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
16.3.Vendor must allow the City to have free access to Vendor’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 Vendor’s records, and Vendor agrees to cooperate with any examination or audit of its records. If a City audit discloses an error in information reported by Vendor, Vendor agrees to repay the amount of the error.
17.Agreement Work Product; Reports.
17.1.Any Agreement Work Product prepared or caused to be prepared by Vendor or any subconsultant for this Agreement will be the exclusive property of City. No Agreement Work Product given to or prepared by Vendor or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Vendor without prior written approval by City.
17.2.At City’s request, Vendor must furnish reports concerning the status of the Services.
18.Data Retention. All Agreement Work Product is the property of the City. At any time during the term of this Agreement at the City’s request or upon the termination of this Agreement for any reason, Vendor 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 all Agreement Work Product in its possession or the possession of such authorized persons. Vendor shall also securely dispose of all remaining copies in Vendor’s possession, if the City so instructs, and certify in writing to the City that all Agreement Work Product, including Protected Information, has been returned to City or disposed of securely, as requested by the City. Vendor shall comply with all directions provided by Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 12
-
Rev. October 2023
the City with respect to the return or disposal of Agreement Work Product, including Protected Information.
19.Standard of Care. Vendor 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 Vendor’s profession under similar conditions.
20.Subconsultants.
20.1.If Vendor proposes to have any subconsultant perform any part of the Services, Vendor 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.
20.2.Vendor will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Vendor 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. 11605 (CCS) entered into between the City of Santa Monica and Vendor Technologies on^^____________________.
21.Data Security. To the extent Vendor will collect, access, use, store, dispose of, or disclose Confidential Information, including Protected Information, the following provisions will apply.
21.1.Vendor 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.
21.2.Vendor shall implement administrative, physical and technical safeguards to ensure security of Confidential Information, including 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 27001:2013 – Information Security Management Systems – Requirements and ISO-IEC 27002:2013 – Code of Practice for Information Security Controls), the American Institute of Certified Public Accountants trust principals for security, confidentiality, and availability (SOC 1 and SOC 2), and the Information Technology Library (ITIL) standards. Vendor 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. Vendor shall provide City with copies of: (a) its Data and Server Security Plan (as periodically updated); (b) its Business Continuity/Disaster Recovery Plan (as periodically updated); and (c) its annual SSAE 16 SOC 2 Audit Report, subject to these documents being treated as Confidential Information under the terms of this Agreement.
21.3.If in the course of this engagement Vendor has access to or will collect, access, use, store, process, dispose of or disclose credit, debit or other payment cardholder information, Vendor 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 Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 9/24/2024
- 13
-
Rev. October 2023
compliance with the PCI DSS at Vendor’s sole cost and expense.
21.4.All employees and subcontractors given access to any Confidential Information, including Protected Information, must agree to abide by the terms of the Agreement and restrict use of Confidential Information, including Protected Information, only for subcontractors or employees’ internal business purposes and only as necessary for the execution of the Agreement.
21.5.Vendor’s failure to adequately protect Confidential Information, including 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 Vendor without further liability or obligation to City.
21.6.Upon City’s request, to confirm Vendor’s compliance with this Agreement, as well as any applicable laws, regulations and industry standards, Vendor 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 Vendor’s physical or technical environment in relation to all Confidential Information, including Protected Information, being handled and services being provided to City pursuant to this Agreement. Vendor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that processes, stores or transports Confidential Information, including Protected Information, for City pursuant to this Agreement.
City may also request that Vendor perform a self-audit of all security programs and controls. In addition, upon City’s request, Vendor shall provide City with the results of any audit performed by or on behalf of Vendor that assesses the effectiveness of Vendor’s information security program as relevant to the security and confidentiality of Confidential Information, including Protected Information, shared during the course of this Agreement.
21.7.Vendor shall ensure all Confidential Information, including Protected Information, remains within the United States and is not transbordered out of the country without prior written authorization by City, which authorization may be withheld by City in its sole discretion.
22.Data Breach. In the event of any Data Breach, Vendor shall promptly notify City and cooperate with any remedial and notification requirements.
22.1.Vendor 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.
22.2.Immediately following notification of a Data Breach, Vendor shall coordinate with City to jointly investigate the incident, and Vendor 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 Vendor’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.
22.3.Vendor shall immediately remedy any Data Breach and, at Vendor’s sole expense, take all Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 14
-
Rev. October 2023
necessary steps to prevent any further Data Breach in accordance with all applicable privacy rights, laws, regulations, and standards.
22.4.Vendor 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. Vendor 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.
22.5.Vendor shall fully cooperate in any litigation or other action deemed necessary by the City following any Data Breach.
23.Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modifications of this Agreement will be effective only by written execution signed by both City and Vendor and approved as to form by the City Attorney. This Agreement is the product of negotiation and compromise between the parties.
Accordingly, notwithstanding California Civil Code Section 1654, in the event of uncertainty, the language shall not be construed against the Party causing the uncertainty.
24.Permits and Licenses. Vendor, at its sole expense, shall obtain and maintain during the term of this Agreement, all required business and professional permits, licenses and certificates.
25.Compliance with Law. Each Party shall comply with all applicable federal, state and local laws, including all ordinances, rules and regulations.
26. Nondiscrimination. In rendering Services under this Agreement, Vendor shall not discriminate based upon race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability and shall comply with the requirements of all federal, state and local law.
27. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither party shall intentionally solicit for employment or as an independent contractor any person employed by the other or any affiliate of the other, if such person was involved directly in the performance of Services.
27.Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
28.Venue and Jurisdiction. The City and Vendor agree that a significant portion of the Services will take place in Los Angeles County and that 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.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 15
-
Rev. October 2023
29.Survival of Terms and Obligations. Any provision of this Agreement that 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.
30. Force Majeure. In the event of delays to the performance of obligations (other than payment obligations) due to circumstances beyond each party’s reasonable control, including without limitation, acts of God, fires, floods, earthquakes, wars, civil disturbances, terrorism, or sabotage (a “Force Majeure Event”), each Party will have no liability for any such failure or delay to the extent that it promptly uses commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations hereunder.
31.No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any party other than the Parties to this Agreement.
32.Publicity. Without prior written approval signed by an authorized representative of the other Party, neither Party shall, directly or indirectly, (i) use the other Party’s name or any of the other Party’s trademarks, service marks or logos, or (ii) make any public announcement related to this Agreement or the System. Notwithstanding the foregoing, Vendor may disclose the fact that City has procured a license for the System; provided that Vendor will not make any public announcement of such fact or state or imply that City endorses or recommends the Services without the prior written permission of City.
33.Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
34.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.
35.Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Agreement. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
36.Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Request for Proposals
Exhibit B Speridian’s Proposal
Exhibit C Statement of Work
Exhibit D Project Schedule
Exhibit E Fee, Budget and Compensation Schedule
Exhibit F Clariti SaaS Agreement
Exhibit G Insurance Requirements
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 16
-
Rev. October 2023
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
APPROVED AS TO FORM:
______________________________
LANE DILG
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
#VENDOR
By: _______________________________
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D City Attorney
DOUGLAS SLOAN
9/24/2024
9/24/2024
Speridian Technologies LLC
Rajiv Mahajan
Senior Vice President
David White
9/24/2024
City Manager
9/24/2024
Nikima Newsome
City Clerk
- 17
-
Rev. October 2023
Exhibit A
RFP
CITY OF SANTA MONICA
PERMITTING SYSTEM RFP
REQUEST FOR PROPOSALS
Information Services Department
RELEASE DATE: May 30, 2023
DEADLINE FOR QUESTIONS: June 9, 2023
RESPONSE DEADLINE: July 27, 2023, 5:00 pm APPROVED
FOR ADVERTISEMENT
CITY CONTACT:
Jason Rourk
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D - 18
-
Rev. October 2023
City of Santa Monica
Request for Proposals
Permitting System RFP
Table of Contents
1. Introduction
2. Term
3. Scope of Work
4. Questions and Answers
5. Vendor Questionnaire
6. Evaluation Criteria
7. Award Process
8. Terms & Conditions
Attachments:
A - Proposer Checklist
B - PSA Contract Template
D - IT Consultant PSA Insurance
E - Moss Adams Report
F - Permitting Scope Permit List 12-22
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 1 INTRODUCTION
1.1 Summary
The City of Santa Monica is preparing a Request for Proposals to identify and procure a modern technology solution that will deliver a highly flexible and configurable system to support the City’s diverse and specialized permitting and land management services, and an improved customer experience for the community. The system should accommodate the list of permits listed in the accompanying excel spreadsheet. The project team will include stakeholders from all represented departments for the evaluation and selection of the recommended bidder.
1.2 Background
This project should address City Planning, Building and Safety, and other constructionrelated approvals that are typically a part of the construction/development permitting process. Implementation for this permitting and land use management system would focus on services provided by City Planning and Building and Safety, several permitting processes which have many touchpoints in different departments throughout the City.
Where those touchpoints exist, the project team will ensure that those integrations and dependencies are addressed in this RFP’s requirements.
* This scope was created in collaboration with CMO, ISD, CDD, Finance, PWD, and DOT. All of the department heads from these departments have reviewed and signed off
1.3 Contact Information
Any inquiries or requests regarding this procurement should be submitted via OpenGov. Other City officers, agents, employees or representatives do not have authority to respond on behalf of the City. Contact with unauthorized City personnel during the selection process may result in disqualification.
Jason Rourk
Portfolio Manager
1685 Main Street
Santa Monica, CA 90401
Email: [email protected] Phone:
(562) 639-5667
Department:
Information Services Department
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Department Head:
.
.
1.4 Timeline
Proposal Calendar
The following is a list of key dates:
Release Project Date May 30, 2023
Question Submission Deadline June 9, 2023, 3:00pm
Question Response Deadline July 13, 2023, 5:00pm
Proposal Submission Deadline July 27, 2023, 5:00pm
2 TERM
The City of Santa Monica, (referred to hereafter as “the City”) is inviting proposals from qualified persons or firms for an initial term of five (5) years to be exercised at the City’s sole discretion.
3 SCOPE OF WORK
3.1 Scope of Work
The City of Santa Monica is preparing a Request for Proposals to identify and procure a modern technology solution that will deliver a highly flexible and configurable parcelbased land management and permitting system to deliver an improved customer experience. The system should accommodate the list of permits listed in the accompanying excel spreadsheet. The project team will include stakeholders from all represented departments for the evaluation and selection of the recommended bidder.
Vendors should propose an upgrade or full system replacement, either option would include the same level of details on the process and scope.
The City will choose a Permitting system that most closely meets its requirements for flexibility and configurability, the functional requirements defined in this RFP, and that provides an open system architecture that permits interfacing to other internal and Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D external systems. The system must also allow for secure external access by consultants and service providers contracted by the City if necessary.
The solution selected will be implemented using a phased approach as recommended by the selected Vendor and approved by the City. The City expects process improvement through implementation of new systems and intends to adopt the best practices offered by the selected Vendor. Vendors who are invited to demonstrate their product should be prepared to discuss the application’s best practices and the system’s ability to adapt to user preferences.
The first phase of this project should address City Planning, Building and Safety, and other construction-related approvals that are typically a part of the construction/development permitting process. While the initial phase of implementation for this permitting and land use management system would focus on services provided by City Planning and Building and Safety, several permitting processes have many touchpoints in different departments throughout the City. Where those touchpoints exist, the project team will ensure that those integrations and dependencies are addressed in this RFP’s requirements.
Vendor should consider and recommend data migration strategy from existing systems as part of the submitted proposal.
Subcontracting. All proposed subcontracting must be detailed in the firm’s proposal. No subcontracting will be allowed without the express written consent of the City.
Change Order Management. Any additional work identified during the course of the project that is deemed necessary, but outside the original scope of work, must be recorded as a change order and approved by the City before work is started.
A detailed list of what is in scope and what is not in scope for Phase I can be found in the attachment "Permitting Scope Permit List 12-22".
The city undertook a study by Moss Adams and the results of that study is the issuance of the RFP. Please see the Moss Adams report attached.
3.2 Vendor Requirements
Minimum years of experience: Demonstrated experience with systems of similar capabilities, delivering solutions for highly complex regulatory environment and framework for a minimum of five years
3.3 Functional Business Requirements
The City of Santa Monica through the Information Services Department (ISD), is seeking to obtain proposals from experienced and highly qualified software firms (Vendor) for the acquisition and implementation of an enterprise Land Management and Permitting system that satisfies all of the City’s functional requirements. A detailed description of the products and services required are contained in Section 3, Scope of Work.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Requirements include:
Intaking information for permits (visibility of lifecycle data and historical changes to include application submittal process or track key fields) Integration access to all documentation related to record transactions systems (integrated seamless access)
Review of applications Issuance
of permits
Ability to interface with contractor state license board (CSLB) Business licenses
Fee assessments, invoicing, payments, processing and receipts (at transaction level and batch/set)
Managing these processes through full automated workflows Supporting city business planning (public and private) public interfacing Review of plans including building plan mark up, review and version control Inspections scheduling, routing/mapping and status updates
Code enforcement tracking and oversight
Conditional workflows and approvals based on various criteria or conditions Ability to relate or link revisions to a project
Land Management and Permitting
Reporting and Query Tools Interactive
Voice Response Public/Constituent
Online Access Mobile Applications
It is anticipated that the new Permitting system and successful implementation will:
Position the City to meet its current and future strategic objectives.
Make information easily and broadly available to internal and external consumers of data.
Streamline the application and permit approval processes and eliminate bottlenecks.
Minimize manual processes, reduce paper, and increase usage of automation wherever possible.
Automate manual tasks and improve permit efficiency.
Minimize the use of shadow systems.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Promote the adoption of best practices and the development of policies and procedures.
Provide intuitive systems that are easy to navigate.
Support query and reporting of data in the user’s desired format.
Support or compliment the desired technical architecture.
Ensure integration with other systems.
3.4 Technical Requirements
The following are the enterprise technologies that the City uses. Please document how your solution will interact with/utilize these technologies Tyler ERP (Finance and HR) – Tyler Munis is the official data source for HR and financial data. Currently, the City does not have Tyler APIs module but is in the process of procuring that in the near future
ServiceNow Platform – The City uses ServiceNow as a Service Desk platform (ITSM) and also utilizes it for 311 (https://311.santamonica.gov ) and PPM (Project Management).
The City also utilizes ServiceNow as a low-code development platform to create internal workflow applications.
SharePoint – The City uses O365 products and utilizes SharePoint for internal simple workflows and document sharing. The City also uses SharePoint as the intranet portal to share information with internal stakeholders.
Laserfiche –Laserfiche is a document repository for “final” documents. The official documents are managed using Laserfiche. Currently, the City is in the process of migrating to the Laserfiche cloud from an on-prem environment.
OKTA - The City is moving from Azure AD to OKTA for identity and access management.
The City’s Website (.Net Orchard) – The public-facing website (www.santamonica.gov) is using Orchard (open source CMS platform) based on .Net. Any headless implementation will utilize this platform. The platform uses ASP .NET core MVC platform.
CKAN (Open Data Platform (CKAN on AWS) – The open data platform (data.santamoncia.gov) is deployed on AWS using CKAN(Open Source Product). Any public transparency data need to be published to Open Data Portal.
Integration – The City currently uses ServiceNow Integration Hub for the integrations involving ServiceNow (To and From). For all other integrations, The city uses AWS serverless technologies including AWS glue and Athena.
Dashboarding (Tableau) – The city utilizes Tableau for dashboards. The public dashboards could be published on Tableau public to be consumed via the City Website and/or Open Data Portal. The internal dashboards will be available to the internal city staff with Tableau licenses.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Geospatial Technologies – The City is an ESRI customer and uses ESRI ArcGIS pro to manage and maintain geospatial data. Any system that integrates with GIS needs to be capable of using ESRI JavaScript API for integration.
4 QUESTIONS AND ANSWERS
Vendor Queries Due
Questions must be submitted online in the “Q&A” tab. The City will only accept or respond to questions submitted through the online vendor portal. 5 VENDOR QUESTIONNAIRE
5.1 Proposal
5.1.1 Letter of Transmittal*
Please upload your letter of Transmittal as a PDF here. Make sure to include the following items.
A. Identify the submitting organization;
B. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized by the organization to contractually obligate the organization;
C. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized to negotiate the contract on behalf of the organization;
D. Identify the names, titles, telephone and fax numbers, and e-mail addresses of persons to be contacted for clarification; E. Be signed by the person authorized to contractually obligate the organization;
F. Acknowledge receipt of any and all amendments to this RFP. *Response required
5.1.2 Qualifications*
Provide a brief summary of your company’s history, its capabilities, and its recent relevant experience (last five years). Also, describe your demonstrated experience with similar projects and qualification including professional licenses and certifications. *Response required
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
5.1.3 Key Personnel*
Describe the project team composition and include resumes of key personnel. Proposed members should be available for ninety (90) days from the proposal due date. The City must be promptly notified of any changes in key personnel prior to award. *Response required
5.1.4 References*
List a minimum of three (3) references for whom comparable services were provided to in the last five (5) years. Include the name of the firm, name of the contact, telephone number of the contact, email address of contact (if available), brief description of the services provided and your firm’s role, and the start and completion date. *Response required
5.1.5 Project Work Plan*
Describe your understanding of the project and approach. Include deliverables, milestones, assumptions, and identify potential risks that could delay the project. List any resources you expect the City to provide.
*Response required
5.1.6 Cost Proposal*
Provide a proposed total fee outlining the proposal and identify the hourly fee schedule for all personnel to be involved in the project. The hourly rates should include fringe benefits, indirect costs and profit. The Consultant should also indicate what percentage of the scope of work is expected to be completed by each individual or pay classification included in fee proposal. Additionally, if applicable, a schedule of reimbursable expenses should be included.
*Response required
5.2 Other Required Responses
5.2.1 Business License Requirements
WHO NEEDS A BUSINESS LICENSE?
1. Is this vendor physically located in the City of Santa Monica? Yes (Vendor must have a City of Santa Monica business license - contact the Business License unit for the appropriate forms. Skip question 2 & continue to “ADDITIONAL REQUIREMENTS” section below)
No (Continue to the next question)
2. Does this vendor physically come into the City of Santa Monica to conduct business and/or make deliveries?
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Yes(Vendor must have a City of Santa Monica Out-of-City Business License. contact the Business License unit for the appropriate forms. Continue to “ADDITIONAL REQUIREMENTS” section below)
No(STOP, no license needed)
ADDITIONAL REQUIREMENTS:
If this vendor is located in or comes into the City of Santa Monica to conduct business, in addition to having a CITY OF SANTA MONICA BUSINESS LICENSE, they will be required to have insurance (see agreement for descriptions).
The business license documentation is only required from the successful Proposer.
5.2.2 Notice Regarding Disclosure of Contents of Documents* All responses to this Request for Proposal (RFP) accepted by the City of Santa Monica (City) shall become the exclusive property of the City. All proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act, or otherwise by law, the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.
☐ Please confirm
*Response required
5.2.3 Oaks Initiative*
CITY OF SANTA MONICA OAKS INITIATIVE NOTICE
NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING DISCRETIONARY
PERMITS, CONTRACTS, OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.
This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.
All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period.
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months. OAKS_INITIATIVE_FORM.pdf
OAKS_INITIATIVE_FORM-Example
*Response required
5.2.4 Living Wage Ordinance Certification*
CITY OF SANTA MONICA LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of Santa Monica (Fiscal Year 22/23 – July 1, 2022 through June 30, 2023)
TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $18.17 per hour for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees’ same sex spouses and domestic partners as are provided to other employees’ spouses.
An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.
The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D rate of pay. Bids that fail to include Certification Forms may be considered nonresponsive and excluded from further consideration.
Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.
Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.
Please direct any questions to:
City of Santa Monica Finance Department
Attention: Living Wage Compliance Section
1685 Main Street, Mail Stop 09
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.
FY22-23_Living_Wage_Certificate...
*Response required
5.2.5 Certificate of Compliance*
Please upload your completed Certificate of Compliance document here. Certification_of_Compliance...
*Response required
5.2.6 Non-Discrimination Policy, Debarment Certification & Non- Collusion Declaration*
Please download the below documents, complete, and upload. Proposal_Forms_(10).pdf
*Response required
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 6 EVALUATION CRITERIA
No. Evaluation Criteria Scoring Method Weight (Points)
1. References
Points may be awarded for
references will be awarded
upon an evaluation of
proposer’s work for previous
clients receiving similar
products and services to those
proposed by the proposer for
this project. Evaluation will be
based on documented
experience on similar projects.
The consultant’s work shall be
such as to ensure that the
distinctive goals established
for each component are met.
Brief descriptions of previous
project experiences should be
used as examples of how
quality control was achieved
with former clients
Points Based 5
(5% of Total)
2. Cost
Points may be awarded for
the lowest price. The
consultant’s overall operation
should encourage cost
effective work and services.
Cost control, performance
within budget allocations,
prudent accounting
practices, management and
clear communication with
City staff are essential to the
success of this project.
Points Based 15
(15% of Total)
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
3. Experience
Points may be awarded based
on evaluation of the proposer’s
experience including all subconsultants. Evaluation will be based on documented
experience on similar projects.
Assign points that may be
awarded for Record/Financial
Stability/Quality
Level of the firm’s previous
projects of comparable
complexity, scale and nature;
training and proven expertise
in the area of work required;
Efficiency and timeliness in
completion of projects.
Experience in projects
completed for public entities.
Review of sub- consultants.
Assign points that may be
awarded for relevant
experience of key personnel
based upon the resumes and
experience narratives
submitted. Assign points that
may be earned by any
proposer based upon
qualifications of the project
team, effective
communication and
understanding of the project
goals, experience with similar
projections, and the quality of
responses to questions
Points Based 10
(10% of Total)
4. Presentation/Demonstration
Points may be awarded
based upon qualifications of
the project team, effective
communication and
understanding of the project
goals, experience with similar
projections, and the quality of
responses to questions.
Points Based 5
(5% of Total)
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
5. Work Plans/Timelines
Points may be awarded based
on the quality and
thoroughness of proposer’s
project work plan and
timelines. Assign points that
may be awarded for their
ability to meet project
timeliness: The capability to
perform the work within the
desired time frame. The ability
and past experience in
assembling a highly qualified
team of sub-consultants.
Points Based 10
(10% of Total)
6. Value Add/Breadth of Service
Points may be awarded based
on the consultant’s ability to
provide insight and
information, industry best
practices and the ability to
effectively communicate
information to management
and provide technical training
or resources.
Points Based 5
(5% of Total)
7. Technology Alignment
Points may be awarded based
on the consultant’s answer to
the Architecture questionnaire
and VISA forms. Please provide
detailed answers and include
any architectural diagrams
and reference material as
needed to support the
consultant’s ability to provide a
sustainable solution.
Points Based 25
(25% of Total)
8. Functional Capabilities
Points may be awarded based
on the consultant’s ability to
ensure that the distinctive goals
established for each process
are met. Brief descriptions of
previous project experiences
should be used as examples of
how quality control was
achieved with former clients.
Points Based 25
(25% of Total)
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 7 AWARD PROCESS
7.1 Selection
The City of Santa Monica, through either the City Council or the City Manager (or his designee) has the sole authority to select the consulting firm and reserves the right to reject any and all proposals. The City reserves the right to approve or reject all subconsultants and engineers proposed to be retained by the prime consultant. Upon signing of the agreement, no change in proposed personnel or sub-consultants can be made without the City’s review and written authorization.
By submitting a response to this RFP, prospective consultants waive the right to protest after award or seek any legal remedies whatsoever regarding any aspect of this RFP.
The City reserves the right to select any number of finalists. In addition, the City reserves the right to issue written notice to all prospective consultants of any changes in the RFP terms or proposal submission schedule, should the City determine in its sole and absolute discretion that such changes are necessary.
The City reserves the right to request additional information from any proposing consultant and to reject any and all proposals. All original work products, including computer files, shall remain the property of the City.
The City reserves the right to retain an expert to evaluate the proposing consultant’s work or qualifications at all stages in the selection process. Additionally, any contract entered into will be subject to termination at any stage if in the judgment of the City, such termination is in the best interest of the City. In the event such decision is made, appropriate written notice would be given before any termination and the consultant would be compensated on a pro-rata basis for work performed.
The responsible proposer whose proposal is the most advantageous to the City, taking to consideration all the evaluation factors will be recommended for the contract award. Notwithstanding the Evaluation Team’s selection, the City reserves the right to award this RFP and the resultant Contract in any manner it deems to be in the best interest of the City and make the selection based on its sole discretion. The City is the sole and exclusive judge of quality and compliance with proposal specifications in any of the matters pertaining to this RFP.
7.2 Contract Award and Execution
Selection of a proposer with whom the City enters into contract negotiations with, or a recommendation of an award by the Evaluation Committee or any other party, does not constitute an award of Contract. Once the City formally awards the contract, the successful consultant will be notified to enter into an agreement. If the selected consultant does not enter into the agreement, the City will begin negotiations with the second highest ranking proposing consultant.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Please review all contract forms prior to submitting a proposal. The City of Santa Monica intends to use these forms as the baseline agreements with the successful consultant.
The City will not entertain proposals to make material changes to the contract form once the project has been awarded. If you wish to request changes to the contracting forms, you must do so during the proposal process. In addition, the City requires compliance with several other policies and ordinances, proposing consultants will need to complete these Exhibits and submit with their Proposal.
The RFP document and the successful proposal response, as amended by agreement between the City of Santa Monica and the successful consultant, will become part of the contract documents. Additionally, the City of Santa Monica may verify the successful consultant’s representations that appear in the proposal. Failure of the successful consultant to perform as represented may result in elimination of the successful consultant from further negotiation or in contract cancellation or termination.
No oral explanation or instruction of any kind or nature whatsoever given before the award of a contract to a consultant shall be binding. The City of Santa Monica shall not be bound, or in any way obligated, until the City has awarded the contract and all documents have been executed. The proposing consultant may not incur any chargeable costs prior to final contract execution.
8 TERMS & CONDITIONS
8.1 Best Qualified Person Or Firm
The award, if any, will be made to the best qualified person or firm(s). In evaluating whether a proposer(s) is (are) the best qualified person or firm(s) pursuant to the Santa Monica Municipal Code, City staff may utilize some or all of the following criteria:
A. The training, credentials and experience of the person or firm; B. The demonstrated competence, ability, capacity and skill of the person or firm to perform the contract or provide the services; C. The capacity of the person or firm to perform the contract or provide the service promptly, within the time specified, and without delay; D. The sufficiency of the person’s or firm’s financial and other resources; E. The character, integrity, reputation and judgment of the person or firm; F. The ability of the person or firm to provide such future service as may be needed;
G. The price which the person or firm proposes to charge, including whether the price is fair, reasonable and competitive; and H. Any other factor which will further the intent set forth in Section 608 of the City Charter.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D I. The City shall have absolute discretion in determining the applicability and weight or relative weight of some or all of the criteria listed above and is not required to select the lowest monetary proposer.
8.2 Receiving Time / Late Proposals
It is the responsibility of proposer to see that their proposal is submitted with sufficient time to be received by the City prior to the proposal closing time. The receiving time in the City Office will be the governing time for acceptability of proposals.
Late proposals are not accepted.
8.3 Acceptance of Conditions Governing this RFP
Submission of a proposal constitutes acceptance of the Evaluation Factors contained in this RFP.
8.4 Incurring Cost
Any cost incurred by the proposer in preparation, transmittal, presentation of any proposal or material submitted in response to this RFP shall be borne solely by the proposer.
8.5 Prime Consultant Responsibility
Any agreement that may result from the RFP shall specify that the prime consultant is solely responsible for fulfillment of the agreement with the City. The City will make agreement payments only to the prime consultant.
8.6 Sub-consultants
Use of sub-consultants must be clearly explained in the proposal, and major subconsultants must be identified by name. Prime consultants shall be wholly responsible for the entire performance whether or not sub-consultants are used.
8.7 Amended Proposals
A proposer may submit an amended proposal before the deadline for receipt of proposals. Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified as such in the transmittal letter. City personnel will not merge, collate, or assemble proposal materials.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
8.8 Proposer’s Rights to Withdraw Proposal
Proposers will be allowed to withdraw their proposals at any time prior to the deadline for receipt of proposals. The proposer must submit a written withdrawal request signed by the proposer’s duly authorized representative addressed to the City Contact.
8.9 Proposal Offer Firm
Responses to this RFP, including proposal prices, will be considered firm for ninety (90) days after the due date for receipt of proposals or sixty (60) days after receipt of a best and final offer, if one is requested.
8.10 Best and Final Offer
The City reserves the right to request Best and Final Offers from any or all proposers. This will be the only opportunity to amend or modify proposals based on feedback from the City. Information from competing proposals will not be disclosed to other proposers prior to submission of a Best and Final Offer.
8.11 Living Wage Requirement
Any agreement issued as a result of this Request for Proposal may be subject to the City’s Living Wage Ordinance, Santa Monica Municipal Code Chapter 4.65 (LWO), and its implementing regulations.
8.12 Disclosure of Proposal Contents
All proposals are subject to the provisions of the California Public Records Act, California Government Code section 6250 et seq., and any information submitted with a response is a public record subject to disclosure, unless a specific exemption applies.
8.13 Notice Regarding Disclosure of Contents of Documents All responses to this Request for Proposal (RFP) accepted by the City of Santa Monica (City) shall become the exclusive property of the City. All proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act, or otherwise by law, the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
8.14 No Obligation
This RFP in no manner obligates the City to the eventual rental, lease, purchase, etc., of any goods or services offered until a valid written agreement is executed by the City and the selected proposer.
8.15 Termination
This RFP may be canceled at any time and any and all proposals may be rejected in whole or in part when the City determines such action to be in the best interest of the City of Santa Monica.
8.16 Sufficient Appropriation
Any agreement awarded for multiple years as a result of this RFP may be terminated if sufficient appropriations or authorizations do not exist. Such termination will be effected by sending written notice to the selected proposer. The City’s decision as to whether sufficient appropriations and authorizations are available will be accepted by the selected proposer as final.
8.17 Errors and Restrictive Specifications
If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFP, the proposer should immediately notify the City Contact designated in Section I, B. Without disclosing the source of the request, the City may issue a written addendum to clarify the ambiguity, or to correct the problem, omission, or other error.
If prior to the submission date, a proposer knows of or should have known of an error in the RFP but fails to notify the City Contact of the error, the proposer shall submit their proposal at his, her or its own risk, and, if awarded an agreement, shall not be entitled to additional compensation or time by reason of error or its later correction.
8.18 Legal Review
The City requires that all proposers agree to be bound by the General Requirements contained in this RFP.
8.19 Governing Law
This RFP, and any agreement entered into pursuant to this RFP, are governed by the laws of the State of California.
8.20 Oral Changes and Basis for Proposal
Proposers may not rely upon oral explanations. All changes and addenda will be issued in writing. Only information supplied by the City in writing through the City’s Contact, or in this RFP should be used as the basis for the preparation of proposals.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
8.21 Agreement Terms and Conditions
The agreement between the City and the selected proposer(s) will follow the format specified by the City and contain the terms and conditions set forth in Exhibit A, Professional Services Agreement. However, the City reserves the right to negotiate with a successful proposer the final provisions or provisions in addition to those contained in this RFP. The contents of this RFP, as revised and/or supplemented, and the successful proposal will be incorporated into and become part of the agreement.
Should a proposer object to any of the City’s terms and conditions, as contained in this Section or in Exhibit A, that proposer must propose specific alternative language in his, her, or its proposal. Proposer must provide a brief discussion of the purpose and impact, if any, of each proposed changed followed by the specific proposed alternate wording. The City may or may not accept the alternative language. General references to the proposer’s terms and conditions or attempts at complete substitutions are not acceptable to the City and may result in disqualification of the proposer.
8.22 Proposer’s Terms and Conditions
Proposers must submit with the proposal a complete set of any additional terms and conditions that they expect to have included in an agreement negotiated with the City.
8.23 Proposer Qualifications
The City may make such investigations as necessary to determine the ability of the proposer to adhere to the requirements specified within this RFP.
8.24 Right to Waive Minor Irregularities
The City reserves the right to waive minor irregularities and the right to waive mandatory requirements, provided that all of the otherwise responsive proposals fail to meet the same mandatory requirements and/or doing so does not otherwise materially affect the procurement. This right is at the sole discretion of the City.
8.25 Change in Agreement or Representatives
The City reserves the right to require a change in the selected proposer or representatives if the assigned representatives are not, in the opinion of the City, meeting its needs adequately.
8.26 City Rights
The City reserves the right to award the proposal to separate proposers on any of the services as set forth in the proposer’s proposal. It is further understood that if the proposer to whom any recommended award is made fails to enter into an agreement with the City, award may be made to the next best qualified person or firm, who shall be bound to perform as if she, he or it received the award in the first instance.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
8.27 Right to Publish
Throughout the duration of this procurement process and agreement term, potential proposers, and proposers, must secure from the City written approval prior to the release of any information that pertains to the potential work or activities covered by this procurement or the subsequent agreement. Failure to adhere to this requirement may result in disqualification of the proposer or termination of the agreement.
8.28 Ownership of Proposals
All documents submitted in response to the RFP shall be become the property of the City of Santa Monica and are subject to the provisions of the California Public Records Act, as described in Section II. A. 11. herein.
8.29 Agreement Award
Proposal will be evaluated by a committee comprised of City staff and may include outside consultants (the “Evaluation Committee”). The Evaluation Committee will make an award recommendation to City staff. City Council may give approval of the agreement and/or direct staff to negotiate the final terms and execute the agreement.
This agreement shall be awarded to the proposer or proposers whose proposal is best qualified, taking into consideration the evaluation factors set forth in the RFP. The most qualified proposal may or may not have received the most points or be the lowest cost proposal. Proposers will be notified when the award is being made or an award recommendation goes to the City Council for approval.
8.30 Protest Deadline
All parties wishing to file a protest shall comply with the procedures set forth in Santa Monica Municipal Code section 2.24.260 found here. Proposer may file a written protest with the Director of Finance no more than seven calendar days following the posting of award recommendation on the City’s online vendor portal website.
Protests received after the deadline will not be accepted.
8.31 Records and Audits
The Consultant shall maintain such detailed records as may be necessary to demonstrate its performance of the duties required by this Agreement, including the date, time and nature of services rendered. These records shall be maintained for a period of three years from the date of the final payment under this Agreement and shall be subject to inspection by City. The City shall have the right to audit any billings or examine any records maintained pursuant to this Agreement both before and after payment. Payment under this Agreement shall not foreclose the right of City to recover excessive and/or illegal payments.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
8.32 Enforcement of Agreement/Waiver
A party's failure to require strict performance of any provision of this Agreement shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision. No waiver by a party of any of its rights under this Agreement shall be effective unless expressed in writing and signed by the party alleged to have granted the waiver. A waiver by a party of any of its rights shall not be effective to waive any other rights.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Exhibit B
Speridian’s Proposal
Speridian Technologies, LLC Response
Pricing unsealed at Jul 27, 2023 5:00 PM
CONTACT INFORMATION
Company
Speridian Technologies, LLC
Email
[email protected]
m
Contact
Scott
Weiler
Address
2400 Louisiana Blvd NE
Building 3
Albuquerque, NM 87110
Phone
N/A
Website
http://www.speridian.com
Submission Date
Jul 27, 2023 12:43 PM
ADDENDA CONFIRMATION
Addendum #1
Confirmed Jun 29, 2023 1:54 PM by Scott Weiler
Addendum #2
Confirmed Jul 14, 2023 12:54 PM by Scott Weiler
No Reviews
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Addendum #3
Confirmed Jul 24, 2023 6:58 AM by Scott Weiler
QUESTIONNAIRE
1. Proposal
1.1. Letter of Transmittal*
Pass Fail
Please upload your letter of Transmittal as a PDF here. Make sure to include the following items.
1. Identify the submitting organization;
2. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized by the organization to contractually obligate the organization;
3. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized to negotiate the contract on behalf of the organization;
4. Identify the names, titles, telephone and fax numbers, and e-mail addresses of persons to be contacted for clarification;
5. Be signed by the person authorized to contractually obligate the organization;
6. Acknowledge receipt of any and all amendments to this RFP.
Speridian_Technologies_-_Permitting_System_RFP_for_CIty_of_Santa_Monica_(ID_364)_- _Letter_of_Transmittal.pdf
Speridian_Technologies_-_Permitting_System_RFP_for_CIty_of_Santa_Monica_(ID_364)_- _Proposed_Personnel.pdf
Speridian_Technologies_-_Permitting_System_RFP_for_CIty_of_Santa_Monica_(ID_364)_- _Qualification.pdf
Speridian_Technologies_-_Permitting_System_RFP_for_CIty_of_Santa_Monica_(ID_364)_- _References.pdf
Speridian_Technologies_-_Permitting_System_RFP_for_CIty_of_Santa_Monica_(ID_364)_- _Work_Plan.pdf
Speridian_Technologies_-_Permitting_System_RFP_for_CIty_of_Santa_Monica_(ID_364)_-_Pricing.pdf
1.2. Qualifications* Pass Fail
Provide a brief summary of your company’s history, its capabilities, and its recent relevant experience (last five years). Also, describe your demonstrated experience with similar projects and qualification including professional licenses and certifications.
Executive Summary
Speridian Technologies is excited to have the opportunity to submit this proposal and Statement of Work (SOW) covering the implementation of Clariti’s Land Management solution for the City of Santa Monica.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Together with our strategic partner, Clariti, we are proposing a proven comprehensive cloudbased, game- changing solution that will enable efficiencies, enhance the City’s citizen experience, and provide a “one- stop-shop” for Land Management, along with the corresponding planning, licensing, permitting and enforcement functions for the City.
As we have seen with other Cities and Municipalities, our vision is to digitally transform and your existing policies and procedures with best-in-class process automation, quality- based data management and conversion, proven system integration with proven industry-leading Commercial-Off-The-Shelf (COTS) software.
Our proposed solution is designed to be intuitive and friendly in terms of experience and operations.
It will be implemented with an intent of increasing the citizen interactions and transactions in line with the City’s mission & vision.
As a global provider of high-quality and cost-effective consulting services focused on clients in the public sector, bring depth and experience in modernizing mission critical systems for public sector organizations across the globe.
Our track record of successfully executing projects for Local and State government agencies throughout North America over the last five plus years is a testament to the many areas where we have added value.
Our people and services have enabled these agencies to successfully modernize their case and community management systems. Below is a representation list of our public sector clientele.
Speridian – Company Overview
Speridian, founded in 2003, is a US-based Systems Integrator with clients in the public and private sectors. We offer high-caliber, reasonably priced technology services globally. We are a CMMI Level 5, ISO 9001:2008, and ISO/IEC 27001:2005 certified company with more than 3500 employees worldwide having a wide range of technical and business expertise. Speridian has been the systems integrator/consulting firm implementing the Clariti solution for many years. The Speridian and Clariti partnership started back when Clariti was known as BasicGov.
We have served more than 450 Public Sector, Healthcare, Banking and Finance, Retail and Ecommerce, Manufacturing, and Insurance clients globally.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Company
Name
Speridian Technologies
Limited Liability
Company
Employee
Count
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Over the last decade, it expanded technology capabilities to include Systems Integration, Business Intelligence, Mobility and Application Support and Maintenance. Speridian clients include health care services providers and insurance carriers, financial services firms, government, commercial and non-profit organizations. The majority of Speridian Technologies’ engagements are large-scale ones, where Speridian provides Planning, Technology Architecture, Software Development, Systems Integration, Program Management, Project Management, Process Management, Data Management, Implementation, Testing and Quality Assurance as well as Applications Support and Maintenance for a variety of clients in many industries.
Our substantial experiences in highly regulated environments helps us understand the domain of the business we are looking to serve better and bring our expertise to assist our clients in all possible ways by employing our consultative approach. Our clear vision enables us to examine mutually agreed upon objectives frequently, to assess each project and any changes that need to be made to further the success of our engagements.
Speridian is a premier implementation partner for large scale System Integrators such as Oracle, KPMG, eFCMS, CGI and Maximus. Our success in delivering over 300+ successful full-lifecycle implementations and several technology innovation undertakings, and our ability to deliver cost- effectively on aggressive timelines is a key differentiator.
Speridian In California
With offices in Irvine and Sacramento, Speridian has been serving citizens, agencies, and commercial businesses in the State of California for over a decade. Here are some of the entities with whom we have done or are doing business within California:
Contract: 100+
Rockville, MD
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Speridian Capabilities and Experience
Speridian Technologies has 3500 employees globally with diverse technology and industry experience. We have served clients from Public Sector, Healthcare, Banking and Finance, Retail and E-commerce, Manufacturing, and Insurance. This depth and breadth of experience enables us to bring a wealth of best practices and lessons learned to our clients in both the government and private sectors.
The majority of Speridian Technologies’ engagements are large-scale ones, where Speridian provides Planning, Technology Architecture, Software Development, Systems Integration, Program Management, Project Management, Process Management, Data Management, Implementation, Testing and Quality Assurance as well as Applications Support and Maintenance for a variety of clients in many industries.
A core principle of Speridian has always been a willingness to go the distance, to exceed technologybased expectations by focusing on business solutions. We pride ourselves on our ability to generate tangible value and sustainable results for our clients.
Speridian - Clariti Partnership
Speridian is partnering with Clariti Cloud Inc. (“Clariti”) and will be responsible for implementing its Licensing, Permitting and Inspection solution for the City.
Clariti Cloud Inc. (“Clariti”) has been trusted by public sector agencies since its start in 1985 when it was part of Municipal Software, a technology company founded by former government employees who were frustrated with their permitting and licensing systems. This company grew to support over 300 customers.
Clariti’s government software helps North America’s largest and fastest growing communities deliver exceptional community development, permitting, and licensing experiences online.
Our platform is built as an alternative to code-heavy, non-configurable systems that create technology barriers for governments to meet their community’s evolving needs.
Founded in 1985, our Software-as-a-service (SaaS) product was released in 2008. Our focus on the regulatory space, with a deep understanding of our customers' need for more flexible, transparent, and user- friendly solutions, will give you a Permitting System that improves application time and exceeds the expectations of your staff and community.
By 2006, the company knew the future lay in cloud technology and were early adopters of the Salesforce cloud platform becoming one of its first Tenant Partners for public sector. Emerging as a separate entity, Clariti (then known as BasicGov) began offering Software-as-a-Service (SaaS) modules for permitting, licensing, inspections, planning, code enforcement, fund accounting, and payment/billing management.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Bringing over 35 years of government experience with a solid corporate history, Clariti’s leadingedge applications help government empower their citizens and businesses through modern selfservice community portals that achieve performance and efficiency goals.
Clariti has approximately 50 employees across North America, with centers in Vancouver, Toronto, Denver and Portland.
Speridian firmly believes that Clariti is the best solution for the City because it is the most comprehensive packaged application designed specifically for supporting the Land Management & Permitting business of for State & Local governments. Clariti as a solution brings complex Land Management functionality to life with its fully configurable capabilities that – post implementation - City’s staff can update with clicks, not code.
Together, we believe that organizations should be able to dictate how their software works. To us, that means providing our customers with a system that’s maintained with clicks, not code, to relieve pressure on technical resources and better support citizens and staff.
Commitment to Customers
As part of Team Speridian, we view Clariti not as a software provider, but as a software partner.
Together we collaborate with our clients to make sure we fully understand your needs and implement a scalable solution that can easily evolve long-term. Purchasing new software is a challenging investment for your community – so we invest in deep relationships with our integration partners to provide you with the most efficient implementation possible.
Our goal is to be your most trusted software and solution partner – and we earn that by providing the most intuitive, powerful, and low-maintenance solution on the market. Our system is easy to configure and interfaces with your existing and future systems to increase efficiency.
With Team Speridian, you can simplify the staff and constituent experience, and your team can finally focus on what’s essential: leading continued community development.
Team Speridian provides customers with privacy and high levels of performance, reliability, and security without sacrificing our focus on best-in-class community development software. Our platform enables a customer-centric experience with:
A single view of the user for cross-functional insight and reporting Dashboards that visually showcase data in action Customer-centric
automation Proactive
service
Optimized processes
Simplified collaboration
We genuinely believe Clariti is the only solution your team will ever have to purchase thanks to its ability to adapt and grow. Even if things change today, next year, or ten years from now, we will be there to grow with you.
Clariti Company History
1985 Our former parent company, Municipal Solutions Group, was formed by a team of entrepreneurial government employees who wanted to create software to make permitting and licensing processes more efficient 2006 Following years of success and hundreds of happy customers, Municipal Solutions Group saw the value of cloud computing and decided to split the company in two. This was the start of BasicGov, a stand-alone multi-tenant cloud solution for permitting and licensing built on the Salesforce platform.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 2008 -
2016
BasicGov Launched in 2008 as the first public sector AppExchange partner on the Salesforce platform. Over this period, BasicGov built a customer base across North America of forward-looking City Managers and state CIOs who saw the benefit of the cloud.
2015 -
2019
BasicGov’s reputation for providing world-class product solutions grew, and the company built deep partnerships with industry-leading system integrators, including Deloitte and Accenture. Some of North America’s largest cities and states, from Phoenix to New York and Washington to Massachusetts, selected BasicGov as their permitting and licensing solution 2020 2020 marked the beginning of BasicGov’s most exciting chapter yet. After a significant investment from Explora Partners to fuel further innovation in their product, BasicGov announced their rebrand to Clariti – the only true cloudbased permitting and licensing solution for state and local government 2022 2022 continued Clariti’s record of excellence, with recognition on the GovTech Top 100 2022 and 2023, The Globe and Mail’s list of Canada’s Top Growing Companies 2022, and Certification as a Great Place to Work Canada employer.
2023 Clariti acquired Camino in an industry-changing move to offer the best permitting and licensing solutions for governments of all sizes.
Clariti's Experience in Local Government
Specializing exclusively in the public sector and partnering with Salesforce we deliver comprehensive solutions that combine robust functionality, flexible technology, and a low cost of ownership. Our mandate is to empower governments to deliver exceptional citizen experiences through modern, scalable technology. Clariti understands the trends in community development to optimize your technology to meet our customers' needs.
Clariti has provided comprehensive project oversight, professional and development services, and ongoing support to over sixty local and state jurisdictions within North America. Below is a list of Clariti’s customers reaping the benefits of Clariti’s Community Development solutions.
Arizona, State of Aspen, City of Athens-Clarke County
Beaver Falls, City of Boardman, City of Champaign, City of Colorado, State of Delaware, State of East Bay Regional Park Fairfax, Town of Georgia, State of District
Hampton, City of Hawaii, State of Grandview, City of
Irvine, City of Manitoba, Province of Iowa, State of
Medina, County of Michigan, State of Massachusetts,
Mono, County of Nevada, State of Commonwealth of
Norfolk, City of Normandy Park, City of Minnesota, State of Okanagan-Similkameen, Ontario Ministry of Forests New York City Regional District of Phoenix, City of Ohio, State of
Peel, Regional Municipality Santa Ana, City of Orange County San Francisco, City of Vancouver Fraser Port San Diego Bay, Harbour of Toronto, City of Authority Sterling, City of
Winter Park, Municipality of Wisconsin, State of Washington, State of Yolo County
Our Solution in California:
There are a number of Cities, Municipalities and Counties in the State of California using or committed Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D to using our proposed Clariti-based solution for Land Management and Community Development, including
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Solution Overview
Speridian proposes implementing the Clariti Land Management Solution - a highly configurable, easily maintainable system that will be designed and configured exclusively for City of Santa Monica.
The cloud-based Software-as-a-Service (SaaS) solution has been proven for similar Cities and Municipalities across North America with best-in-class security, performance, and flexibility built on the worlds most trusted and innovative platforms.
Our proposed solution provides consistent ground-breaking innovation for Public Sector agencies. The solution utilizes native Salesforce to augment the business functionality necessary to deliver a comprehensive Licensing, Permitting, Inspection and Enforcement for Land Management.
Since Clariti solution is pre-built to specifically address the business needs and services of permitting, inspection, and enforcement management, we are able to greatly enhance the functionality the City of Santa Monica receives while reducing the time and risk to implement.
The following fundamental differentiators make Speridian the clear choice to partner with City of Santa Monica in this implementation:
We are a company focused on Systems Integration, Case Management, Permitting, Licensing and Inspection Management and CRM solutions.
We are a Salesforce and Clariti Partner specializing in implementing Salesforce within the Public Sector and Commercial Clients with extensive experience serving the State of California.
We are experienced working with
public sector clients and familiar with ITIL, COBIT, and GO I&IT Standards for privacy, security and AODA standards for accessibility and
leading technologies integrating and operationalizing document management, IVR/Telephony, and legacy back-office integration.
We use industry best-practices and mature processes in our Service Delivery, and are an ISO, PMBOK and CMMI-5 Certified company.
For this engagement, we have selected a senior team of Salesforce/Clariti professionals. Our team are members of our Salesforce Center of Excellence for Public Sector with experience working with various local and state agencies.
We leverage the best aspects of Agile-based disciplines across our projects and look for opportunities to help our clients take advantage of enhanced Application Lifecycle Management and Continuous Integration and Continuous Delivery capabilities and benefits.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
1.3. Key Personnel* Pass Fail
Describe the project team composition and include resumes of key personnel. Proposed members should be available for ninety (90) days from the proposal due date. The City must be promptly notified of any changes in key personnel prior to award.
Proposed Personnel
Speridian will assign resources from our Licensing & Permitting Innovation Center, based out of our regional headquarters in Toronto, to support an implementation of the Land Management and Permitting System for the City. Our staff members have decades of experience in the licensing and permitting and public sector case management space and have deep operational experience implementing enterprise applications for regional, provincial and federal governments across North America.
A proposed implementation team structure and bios for our key personnel follow:
Project Team
Name Role Responsibilities
Carl Elliot Head of Delivery Carl has more than 23 years of extensive IT experience and is highly proficient in
grasping and translating business needs to
technology
solutions. He …
Show all
1.4. References* Pass Fail
List a minimum of three (3) references for whom comparable services were provided to in the last five (5) years. Include the name of the firm, name of the contact, telephone number of the contact, email address of contact (if available), brief description of the services provided and your firm’s role, and the start and completion date.
References
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D reference 1:
Name of
Agency
Client
City of Aspen
Agency
Type
City
Contact Details
Reference
Name and
title:
AnnMarie Prince and Senior Systems Consultant
Reference
Address
130 S. Galena St, Aspen, CO, 81611
Reference
Phone:
(970) 920-5041
Reference
Email
Address:
[email protected]
Project Detail
Brief
description
of the
project
including
the software
version,
modules
and
interfaces
implemente
d.
The City of Aspen, Colorado, procured Clariti Cloud Inc in 2016, replacing their Eden Financial Management solution (Tyler Technologies). They sought a truly web-based solution that replaced their paper-based workflows and enabled workflow automation.
An online portal that offered their constituents a modern connection was crucial to foster greater transparency with their residents. The City …
Show all
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
1.5. Project Work Plan*
Pass Fail
Describe your understanding of the project and approach. Include deliverables, milestones, assumptions, and identify potential risks that could delay the project. List any resources you expect the City to provide.
Overview of Clariti Solution
Clariti is a robust and dynamic Permit System solution that can flex to meet both industry standards and your unique needs. Our software accelerates your Community Development work across four key domains:
Permitting
Planning
Code Enforcement
Licensing
Your team understands the work you need to do to manage the land in your community effectively.
We built our platform with all the tools you need to digitize and streamline your Permit System. Our modern Portal, integrated land management tools like GIS and plan review, a powerful mobile application, and easy-to-use tools for reporting and workflow puts everything you need in one system.
Simplified Work
Working in Clariti is easy and intuitive. The application process is guided, and the system … Show all
1.6. Cost Proposal* Pass Fail
Provide a proposed total fee outlining the proposal and identify the hourly fee schedule for all personnel to be involved in the project. The hourly rates should include fringe benefits, indirect costs and profit. The Consultant should also indicate what percentage of the scope of work is expected to be completed by each individual or pay classification included in fee proposal. Additionally, if applicable, a schedule of reimbursable expenses should be included.
Project Team Level of Effort (LOE)
Role Name Hours %
PM REBECCA TUCKER 1,455 6%
BA MALATHI DHANDAPANI 1,700 8%
Clariti Technical
Architect/SME
JAMES WIKKERINK 300 1%
Salesforce/ Clariti
Application Architect
GAURAV KUMAR 2,680 12%
Salesforce/ Clariti
Platform Lead /Dev
ABDUL BASIT AZIZ 2,355 10%
Salesforce/ Clariti
Platform Dev
SANDHYA BAJAJ 2,355 10%
Salesforce/ Clariti
Platform Dev
KHYATI MEHTA 2,080 9%
Data Migration SME NAVEEN VUJJINI 2,355 10%
Integration SME LAKSHMI SWAMINATHAN 2,080 9%
QA/Testing Lead MUHAMMAD ALI SHOIB 2,715 12%
QA Analyst AREEJ 2,495 11%
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D TOTAL HOURS 22,570 100%
TOTAL SERVICES $1,495,000
Speridian Rate Sheet
Speridian Rate Sheet for Salesforce.com Resources
Role For USA/CAN Client Certification
Onshore Offshore
Rate Rate
Senior IT Project Manager / Scrum Master $ 130.00 PMI, CSM, SF/Vlocity Enterprise Architect $ 225.00 SF/Vlocity
Solution Architect* $ 200.00 $ 75.00 SF/Vlocity
Technical Architect* $ 175.00 $ 65.00 SF/Vlocity
Application Architect* $ 155.00 $ 55.00 SF/Vlocity
Salesforce Sr Developer / Lead* $ 135.00 $ 50.00 SF/Vlocity Salesforce Application Developer* $ 125.00 $ 45.00 SF/Vlocity Salesforce Sr Administrator $ 120.00 $ 40.00 SF/Vlocity Salesforce Administrator $ 110.00 $ 35.00 SF/Vlocity
Senior Business Analyst $ 130.00 $ 47.50 SF/Vlocity
Business Analyst $ 115.00 $ 37.50 SF/Vlocity
Testing / QA Lead $ 130.00 $ 47.50 SF/Vlocity/Eggplant
Testing / QAAnalyst $ 115.00 $ 37.50 SF/Vlocity/Eggplant *Note: applies to all technologies
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Estimated Role Effort Breakdown By Phase:
Role Disc
and
Design
Build
and
Testing
SIT UAT Deploy
and Golive
Warranty Total
PM 140 1120 80 60 20 35 1455
BA 280 1340 40 30 10 0 1700
Clariti Technical
Architect/SME
175 125 0 0 0 0 300
Salesforce/ Clariti Application
Architect
280 2240 80 60 20 0 2680
Salesforce/ Clariti Platform
Lead /Dev
0 2160 80 60 20 35 2355
Salesforce/ Clariti Platform
Dev
0 2160 80 60 20 35 2355
Salesforce/ Clariti Platform
Dev
0 1920 80 60 20 0 2080
Data Migration SME 0 2160 80 60 20 35 2355
Integration SME 0 1920 80 60 20 0 2080
QA/Testing Lead 280 2240 80 60 20 35 2715
QA Analyst 0 2160 160 120 20 35 2495
Pricing Fee Breakdown:
Clariti Community Development Implementation
Services (Speridian) # Hours Cost (USD)
Project Management 2,934 $ 194,350
Requirements & Design (Architect Solution) 1,354 $ 89,700 Development (Build, Configure, Integrate, Test) 10,044 $ 665,275 Integration 2,708 $ 179,400
Data Conversion 2,031 $ 134,550
SIT, UAT. Regression Testing, Training & Deployment 2,144 $ 142,025 Post Go-live Support 1,354 $ 89,700
TOTAL SERVICES 22,570 $ 1,495,000
Licensing (Clariti) # Units Cost (USD)
Clariti Community Development Solution (includes) $ 339,600 Platform User License - Standard 196
Admin User License - Standard 4
Clariti Admin User License - Standard ⁷ 1
Clariti Salesforce Shield 1
Clariti Sandbox, Full 1
Clariti Annual Support 1
Clariti Community Portal $ 48,000
Customer Community Logins (2,000/Month Bundle) 2
Clariti Add-Ons $ 10,000
Clariti ESRI ArcGIS Integration 1
Clariti Bluebeam Integration 1
TOTAL ANNUAL LICENSING $ 397,600
Payment Schedule:
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Payment Milestones Amount Projected
Dates*
% $ (USD)
Initiation: Signed SOW 10% $
149,500
2-Oct-2023
Discovery: Completion of Discovery (BRD, FDD, ICD) 10% $ 149,500
20-Nov-2023
Build: Solution Checkpoint 1 (Demo) Signoff 10% $
149,500
5-Feb-2024
Build: Solution Checkpoint 2 (Demo) Signoff 10% $
149,500
8-Apr-2024
Build: Solution Checkpoint 3 (Demo) Signoff 10% $
149,500
10-Jun-2024
Build: Solution Checkpoint 4 (Demo) Signoff 10% $
149,500
12-Aug-2024
Build: Solution Checkpoint 5 (Demo) Signoff 10% $
149,500
14-Oct-2024
Build: Solution Dev Complete 10% $
149,500
16-Dec-2024
Validate: Completion of SIT 10% $
149,500
13-Jan-2025
Roll-Out: Go-Live 10% $
149,500
3-Feb-2025
TOTAL 100% $ 1,495,000
Optional Managed Services On-going Application Support
Description Annual
Cost
Base Support
Break/Fix Support $50,000
20 hours Admin / Configuration Support
Additional/Enhancement Support
T&M @ $120/hour over and above the 20 Base hours/month As required Total $50,000
2. Other Required Responses
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
2.1. Business License Requirements WHO NEEDS A BUSINESS LICENSE?
1. Is this vendor physically located in the City of Santa Monica? Yes (Vendor must have a City of Santa Monica business license - contact the Business License unit for the appropriate forms. Skip question 2 & continue to “ADDITIONAL REQUIREMENTS” section below)
No (Continue to the next question)
2. Does this vendor physically come into the City of Santa Monica to conduct business and/or make deliveries? Pass Fail
Yes(Vendor must have a City of Santa Monica Out-of-City Business License. contact the Business License unit for the appropriate forms. Continue to
“ADDITIONAL REQUIREMENTS” section below)
No(STOP, no license needed)
ADDITIONAL REQUIREMENTS:
If this vendor is located in or comes into the City of Santa Monica to conduct business, in addition to having a CITY OF SANTA MONICA BUSINESS LICENSE, they will be required to have insurance (see agreement for descriptions).
The business license documentation is only required from the successful Proposer. Not applicable as were are located in Irvine, CA
2.2. Notice Regarding Disclosure of Contents of Documents* Pass Fail All responses to this Request for Proposal (RFP) accepted by the City of Santa Monica (City) shall become the exclusive property of the City. All proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act, or otherwise by law, the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.
Confirmed
2.3. Oaks Initiative*
CITY OF SANTA MONICA OAKS INITIATIVE
NOTICE
Pass Fail
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING DISCRETIONARY PERMITS,
CONTRACTS, OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.
This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.
All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees.
Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period.
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months.
OAKS_INITIATIVE_FORM.pdf
OAKS_INITIATIVE_FORM-Example.pdf
OAKS_INITIATIVE_FORM_-_Speridian_Technologies.pdf
2.4. Living Wage Ordinance Certification*
CITY OF SANTA MONICA LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of
Santa Monica (Fiscal Year 22/23 – July 1, 2022 through
June 30, 2023)
Pass Fail
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $18.17 per hour for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees’ same sex spouses and domestic partners as are provided to other employees’ spouses.
An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.
The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from further consideration.
Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.
Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.
Please direct any questions to:
City of Santa Monica Finance
Department Attention: Living Wage
Compliance Section 1685 Main Street,
Mail Stop 09
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.
FY22-23_Living_Wage_Certification.pdf
FY22-23_Living_Wage_Certification_-_Speridian_Technologies.pdf
2.5. Certificate of Compliance*
Please upload your completed Certificate of Compliance document here.
Certification_of_Compliance_Form.pdf
Certification_of_Compliance_Form_-_Speridian_Technologies.pdf Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
2.6. Non-Discrimination Policy, Debarment Certification & Non-Collusion Declaration* Please download the below documents, complete, and upload.
Proposal_Forms_(10).pdf
Proposal_Forms_(10)_-_Speridian_Technologies.pdf
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Exhibit C
Scope of Work
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D t
Statement of Work (SOW) for Professional
Services to Implement Clariti Community
Development (CD) Software
June 13, 2024
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 1 28-MAY-2024
TABLE OF CONTENTS
SECTION 1: Statement of Work (SOW)..................................................................................... 2
1.1. Agreement............................................................................................................................................................ 2
1.2. Term ....................................................................................................................................................................... 2
1.3. Primary Points of Contact ................................................................................................................................ 2 SECTION 2: OVERVIEW................................................................................................................. 3
2.1. Background........................................................................................................................................................... 3
2.2. High-Level Objectives ........................................................................................................................................ 3 SECTION 3: PROJECT SCOPE..................................................................................................... 4
3.1. Clariti Configuration and Setup........................................................................................................................ 4
3.2. Citizen Portal........................................................................................................................................................8
3.3. Integration ..........................................................................................................................................................8
3.4. Data Conversion................................................................................................................................................... 9
3.5. Workflow .............................................................................................................................................................. 10 SECTION 4: IMPLEMENTATION STRATEGY ............................................................................ 11
4.1. Proposed Methodology ................................................................................................................................... 11
4.2. Implementation Plan........................................................................................................................................ 16
4.3. Implementation Timeline................................................................................................................................. 17
4.4. Roles and Responsibilities.................................................................................................................................. 18
4.5. Assumptions.......................................................................................................................................................27
4.6. Training................................................................................................................................................................29
4.7. Deliverables......................................................................................................................................................... 31
4.8. Acceptance Criteria........................................................................................................................................... 31
4.9. Support................................................................................................................................................................. 31
4.10. Risks......................................................................................................................................................................32 SECTION 5: PRICING & PAYMENT SCHEDULE........................................................................ 33
5.1. Pricing..................................................................................................................................................................33
5.2. Payment............................................................................................................................................................... 33
5.3. Billing.................................................................................................................................................................. 34
5.4. Travel ...................................................................................................................................................................34 SECTION 6: MISCELLANEOUS .................................................................................................... 35 SECTION 7: SIGNATURE .............................................................................................................. 36 Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 2 28-MAY-2024
SECTION 1: Statement of Work (SOW)
1.1. Agreement
RFP TITLE: Community Development Software (CD) And Implementation Services RFP SOW-AGREEMENT #: TBD
SOW TITLE: Statement of Work (SOW) for Professional Services for Implementation of Clariti Community Development (CD) Software
This is a Statement of Work Agreement (“SOW Agreement”) between The City of Santa Monica, conducting business at 1685 Main Street Santa Monica, California, 90401 (hereinafter "City") and Speridian Technologies LLC, which has a place of business at 2400 Louisiana Blvd, Building 3 Albuquerque, NM 87110 (hereinafter "Consultant"). This SOW Agreement is entered into in accordance with the Professional Services Agreement (PSA) dated Month DD, YYYY This SOW Agreement shall supplement the PSA and the parties acknowledge and agree that all of the terms and conditions of the PSA are hereby incorporated by reference into this SOW Agreement.
1.2. Term
The term of this SOW Agreement shall begin on Month DD, YYYY and end on Month DD, YYYY (the “Initial Term”). The Initial Term may be extended as the parties may agree. The City may terminate this SOW for convenience upon thirty days prior written notice to the Consultant. If the Master Agreement should expire or otherwise terminate prior to the end of the term of this SOW Agreement, this SOW Agreement shall continue to the end of its existing term, unless or until terminated in accordance with the terms of this SOW Agreement, and the Parties acknowledge and agree that the terms of the Master Agreement shall survive and apply to this SOW Agreement.
1.3. Primary Points of Contact
Speridian Technologies The City of Santa Monica
Name Scott Weiler Name Alice Pang
Email [email protected] Email [email protected] Phone (585) 370-8459 Phone (310) 905-1630
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 3 28-MAY-2024
SECTION 2: OVERVIEW
2.1. Background
The City has embarked on a transformational journey to modernize and fundamentally change how it conducts business, both internally in and amongst City employees and externally with the citizens of Santa Monica, particularly as it relates to Community Development and Land Management, including, but not limited to, processes related to permitting, licensing, and inspection.
2.2. High-Level Objectives
Position the City to meet its current and future strategic objectives. Make information easily and broadly available to internal and external consumers of data.
Streamline the application and permit approval processes and eliminate bottlenecks.
Minimize manual processes, reduce paper, and increase usage of automation wherever possible.
Automate manual tasks and improve permit efficiency. Minimize the use of shadow systems.
Promote the adoption of best practices and the development of policies and procedures.
Provide intuitive systems that are easy to navigate.
Support query and reporting of data in the user’s desired format. Support or complement the desired technical architecture.
Ensure integration with other systems.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 4 28-MAY-2024
SECTION 3: PROJECT SCOPE
As part of this SOW, Speridian will configure and deploy Clariti to meet the requirements set forth by the City of Santa Monica.
3.1. Clariti Configuration and Setup
The Clariti system is a framework for processing permits, licenses, and inspections along with other areas of community planning and development.
Speridian will configure the system to meet the City’s needs based on this list of identified items which will be refined during the project’s discovery sessions.
Speridian will meet with the City’s subject matter experts from each department to review their current processes, evaluate their workflows, discuss where improvements and enhancements can be applied, and review best practices around the Clariti system.
The following departments will be part of the discovery sessions:
1. Community Development
2. Finance
3. Fire
4. Public Works
5. Transportation
6. Recreation and Arts
7. Rent Control
8. Information Services
Table 3.1.1 Permitting Scope is a list of the permits and record types which are defined as in scope for this project with the goal of replacing the existing system.
Along with the list of permits the system will be configured to handle:
1. Fee assessments and invoicing
2. Payment Processing & receipts
3. Inspections and inspection scheduling
4. Letters / Notifications / permit and certificate templates for publishing and printing (with Spanish language capability)
5. Dashboards and Reports
6. Mobile Application for field employees
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 5 28-MAY-2024
3.1.1. Permitting Scope
Record Type Lead Dept Description
Address
Assignment
Community
Development
Intake, track, and assess fees for address change requests and assignment of new addresses for new development
After Hours
Construction
Permit
Community
Development
Intake, track, and assess fees for permits to perform
construction outside authorized hours
Alternate Means
and Methods of
Construction
Community
Development
Intake, track, and assess fees for requests to deviate from Building Code requirements.
Architectural
Review Board
Community
Development
ARB applications
Building Permit Community
Development
Intake, track, and assess fees for plan review and overthe-counter building permits (Mech, Plumbing, Electrical, Combination Building Permits, EV, solar panels)
Business License
Application
Community
Development
Track review of business license/zoning clearance
applications
Citations Community
Development
Track and monitor administrative citations issued.
Complaints Community
Development
Track Code Enforcement cases
Construction
Management Plan
Department of
Transportation
Intake, track, and assess fees for construction
management plan for private development projects
Mobile Home
Permit
Community
Development
Intake, track, and assess fees for annual mobile home
permits.
Planning
Entitlement
(Development
Permit)
Community
Development
Intake, track, and assess fees for Conditional Use Permits, Development Review Permits, Variances, Alcohol
Exemptions, Administrative Approvals, Modifications,
Tentative Maps, Pre-submittals, MUPs, TUPs, Deed
Restrictions, Certificate of Appropriateness
Planning
Entitlement
(Landmark
Application)
Community
Development
Landmark, Landmark District, or Structure of Merit
designation
Potentially
Seismically
Vulnerable
Community
Development
Inventory of properties subject to Seismic Retrofit
Ordinance.
Residential Building
Report
Community
Development
Intake, track, and assess fees for issuance of Res. Building Reports required prior to residential property sale
Contractor Release
Process
Finance Contractor list intake, review, deficiency notification and the release/approval of the business license conditions related to combo building permits
BLD Plan Review Fire Intake, track, and assess fees for projects HAZ MAT Permits Fire Intake, track, and assess fees for installations Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 6 28-MAY-2024
Alarm Permit Fire Intake, track, and assess fees for installations Annual Permits Fire Intake, track, and assess fees for annual inspection required for certain use types
Extinguishing
System
Fire
Fire Safety Officer Fire Intake, track, and assess fees for requests for Fire Safety Officer assignments
Special Events Fire Intake, track, and assess fees for plan review - Different from the special events processed by CCS
Sprinkler Permit Fire Intake, track, and assess fees for fire sprinkler installations Construction &
Demolition Waste
Public Works Intake, track, collect fees for Construction & Demolition Waste recycling as part of building permit process
Film Permit Public Works Intake, track, and assess fees for film permits Newsrack Public Works Intake, track, and assess fees for newsracks Off-site
Improvement
Permit
Public Works Intake, track, plan review and assess fees for off-site improvements
Outdoor Dining Public Works Intake, track, plan review, and assess fees for plan check and PW inspection
Parklet Permit Public Works Intake, track, plan review, and assess fees for plan check and PW inspections
Public Works
Miscellaneous
Records
Public Works Intake, track, plan review and collect fees for miscellaneous activities. (Hydro flow test, subdivisions, tiebacks, vacations, easement and moratorium waivers)
Sewer Permit Public Works Intake, track, and assess fees for sewer permits Telecom
Construction
Permit
Public Works Intake, track and assess fees for telecom construction permits
Use of Public
Property Permit
Public Works Intake, track, and assess fees for request to encroach in right-of-way
Utility Permit
Excavation
Public Works Intake, track, plan review and assess fees for excavation in the public right of way
Water Meter Permit Public Works Intake, track, and assess fees for water permits Wireless Annual
Lease Payments
Public Works Annual lease payments (batch invoices for the lease fee) Wireless Small Cell
Facility Permit
Public Works Intake, track, plan review, and assess fees for wireless facilities in the right-of-way
Work Activity
Notice
Public Works Intake, track, review, assess WAN fees in the public right of way
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 7 28-MAY-2024
Trash Enclosure Public Works
Ellised Properties Rent Control Inventory of properties that are Ellis-ed Rent Controlled
Properties
Rent Control Inventory of rent controlled properties
Annual Valet
Parking Permit
Transportation Intake, track, and assess fees for annual valet parking permits
Auto Test Drive
Route
Transportation Intake, track, and assess fees for permit to test drive vehicles (for auto dealers)
Block Party Permit Transportation Intake, track, and assess fees for permit to close a street for a block party
Driveway Parking
Permit
Transportation Intake, track, and assess fees for permit to block commercial driveway
Haul Routes Transportation Intake and track haul routes for construction vehicles License
agreements and
deed restrictions
Transportation Track and assess fees for various items such as space efficient parking, off-site bike parking, TDM plan elements Oversize Load
Permit
Transportation Intake, track, and assess fees for Oversize Load Permits.
Parking and
Loading Operations
Plan
Transportation Intake and track parking and loading operations plans for private development
Pedicab Permit Transportation Intake, track, and assess fees for permit to operate a pedicab
Roadway Closure
Permit
Transportation Intake, track, and assess fees for permit to close a roadway
Shuttle Routes Transportation Intake and track shuttle routes for events Taxi Permit
(including operator
and vehicle
permits)
Transportation Intake, track, and assess fees for taxi permits Temporary No
Parking Signs
Transportation Intake, track, and assess fees for temporary no parking sign permits
Temporary Traffic
Control Plan
Transportation Intake, track, and assess fees for temporary traffic control plans
Temporary Valet
Parking Permit
Transportation Intake, track, and assess fees for one-day (temporary) valet parking permits.
Traffic Engineering
Requests
Transportation Intake, track, and potentially assess fees for some request types for items such as stop sign requests, red curb
requests, etc.
Transportation
Modifications
Transportation Intake, track, and assess fees (if applicable) for driveway reduction and HVO requests
Transportation
Point of Sale (Misc.)
Transportation To collect fees for miscellaneous activities Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 8 28-MAY-2024
Vehicle
Loading/Unloading
Plan
Transportation Intake, track, and assess fees for permit to unload vehicles in the public ROW (for auto dealers)
Emission Reduction
Plan (ERP)
Transportation Intake, track review workflow, survey employer’s employee population about their commute habits,
calculate survey results (which determine fees owed),
assess applicable fees per schedule, plan approval. Please note that presently we offer an online and paper-based
option for employers.
Community Events
Permits
Recreation and Arts Recreation, spectator sports, circuses, fairs, and carnivals Art Installation
Permits
Recreation and Arts Art installations on public property or approved Art of Recovery projects
Demonstration
Permit
Recreation and Arts Parades, demonstrations, fundraiser events or walks with the primary purpose being the expression of free speech Open Streets Recreation and Arts A temporary closure of a street to vehicles, allowing pedestrians and cyclists to enjoy the space for
recreational activities and community engagement
3.2. Citizen Portal
a. A citizen portal will be configured to allow for the different Intake forms, updates, payments, visibility of lifecycle data and review of existing applications and permits. Historical records will also be available through the portal.
b. The portal will allow for both English and Spanish. Speridian will configure the system to be able to handle multiple languages. The City is responsible for supplying the correct translations.
3.3. Integration
One of the key features of Clariti is the ability to integrate with various systems to receive and/or send data as required for defined processes. Some existing integrations exist but most require custom work to build the integration.
The City currently uses ServiceNow Integration Hub for the integrations involving ServiceNow (To and From). For all other integrations, the city uses AWS serverless technologies including AWS glue and Athena. The services will be used where appropriate.
These are the integrations that have been identified and are considered to be in scope:
1. GIS – ESRI ARC GIS 11.1 – Clariti has prebuilt functionality for GIS but it does require setup to connect the Cities GIS system to Clariti and to expose the various display layers.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 9 28-MAY-2024
2. ProjectDox – Clariti has prebuilt integrations with ProjectDox, and Speridian has implemented or is in the process of implementing ProjectDox for a number of clients.
3. CSLB – Speridian has developed an integration with CSLB to validate vendors and pull in their information. This will be used for the integration.
4. Laserfiche - Speridian has a prebuild integration with Laserfiche to archive documents as defined within the requirements.
5. Payment Processor –Speridian has built several integrations with multiple payment processors and will use the payment processing framework needed for the City.
6. Azure AD – Azure AD can be used as a Single Sign On identity provider.
7. City’s Website – The Clariti portal will be designed to match and integrate with the City’s website. The City will be responsible forany updatesto the City’s website.
8. Tableau – Data can be exported into Tableau, but Clariti also has a robust set of reports within the system that can be configured to meet the City’s needs. It will be determined during the discovery and development if Tableau is needed.
9. Tyler ERP (Finance and HR) – Speridian will work with the City of Santa Monica to build a process to pull in General Ledger Account codes from Tyler Financials and then update the Fees Template table in Clariti so that the Fees Templates have the correct GL account associated with the fee. For this to be successful, a Tyler API has to be available to pull in the GL codes and there has to be a key identified to associate the GL Accounts to the correct fees templates.
10. CKAN (Open Data Platform (CKAN on AWS) – The open data platform (data.santamoncia.gov) is deployed on AWS using CKAN (Open Source Product). Any public transparency data need to be published to Open Data Portal. It will be determined what integration is needed during discovery.
11. HDL – Business licensing system
3.4. Data Conversion
The current and historical data in the Cities’ existing systems will be migrate to Clariti. The process to define and map the existing systems to Clariti begins during the discovery phase and continues throughout the project so that the data has been reviewed and the process to migrate the data can be run prior to go live to migrate all the data over to the Clariti production environment.
These are the system that will be evaluated:
Accela (SQL Server backend database)
Sensitive files currently on Accela
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 10 28-MAY-2024
Permit files on Accela (to move to Laserfiche)
3.5. Workflow
As with the other requirements, workflows will be discussed and documented during Discovery Phase and documented in Business Requirements Document (BRD) and Functional Design Document (FDD) deliverables. In general, there are business workflows that define the process that a permit or license will go through from start to finish and there are workflows in the application which control the automation of the business workflow. Both will be defined in the Discovery Phase and Speridian will configure these workflows as part of our solution.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 11 28-MAY-2024
SECTION 4: IMPLEMENTATION STRATEGY
4.1. Proposed Methodology
As a result of successfully implementing
and deploying over 100 enterprise
software implementations, Speridian has
created, and continually improves upon,
our proven Implementation
Methodology, and is derived from proven
techniques, “Best Practices,” and lessons
learned developed through years of
experience and industry standards put
forth by the Project Management
Institute® (PMI) that is used to achieve
timely implementations with minimum operational disruption.
Speridian’s role as a Systems Integrator will be to configure the Clariti solution to the specific requirements of the City around its licensing, inspection management, permitting and enforcement processes.
Speridian maintains an open-ended approach to its solution while using industry standard tools and methodologies to achieve best results.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 12 28-MAY-2024
The methodology described below has been formulated keeping the Cloud based products in mind, where the implementation cycles are short and require a lot of agility while configuring/customizing the product.
Glossary of acronyms:
SOW: Statement of Work
BRD: Business Requirements Document
FDD: Functional Design Document
TDD: Technical Design Document
DMD: Data Migration Document
CRP: Conference Room Pilot
POC: Proof of Concept
SIT: Systems Integration Testing
UAT: User Acceptance Testing
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 13 28-MAY-2024
Initiation
This is the initial phase of project management where the initial planning for the project starts. The initiation starts with a project Kick Off meeting between Speridian’s Sales & Delivery team and Customer’s stake holders. This sets the platform for initial introductions and detail planning of the next phases.
In Parallel the sales team hands-off the project to the delivery team which would closely interact with the customer and work on identifying the resources for the project team, outlining the project management structure and control processes. This phase is executed in parallel to the launch of the project.
Activity Deliverables Templates
Scope Document
Sales to Delivery Handoff
Project Kick off Meeting
Signed SOW SOW
Discovery
During this phase Speridian’s BAs and Solution Architects will interact with Client’s SMEs to gather requirements and build the process flows. Presenting the Standard deck/demo which will cover the functionalities of the application is done in this phase.
Conducting Fit-Gap analysis to identify the gaps is one critical activity done during the Discovery phase. Business Requirements Document (BRD) is prepared based on the requirement gathering done in this phase and the sign-off is done.
Activity Deliverables Templates
Discovery Workshop Deck
On-site requirement
gathering
Business process flows
Fit gap analysis
BRD/FDD preparation
BRD/FDD review by customer
Project Plan
BRD
FDD
TDD
DMD
Testing Documents
Training Materials
BRD
FDD
TDD
DMD
Testing Documents
Training Materials
Build
Build Phase will include the implementation of key features which are the building block of the entire functionality. Build phase is iterative, which has the following stages: Configure & Customize, Unit test, Demonstrate and Fill Gaps. ‘To-be’ process is designed as a part of the Configuration. This is the phase where the Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 14 28-MAY-2024
System is configured based on the requirements. This phase would be multiple sprints depending on the scope and complexity. CRP sessions are conducted with customer after every sprint. Review of the code and Unit Testing are the other major activities that take place during the Build phase.
Activity Deliverables Templates
Design “To-Be” process
(POC)
System configuration
Peer review of
development
By Sprint:
Unit Testing
Defect Report
Test Execution
Report
Test Cases
Traceability Matrix
(linked to user
stores)
FDD
TDD
Defect Template
Defect Retest Template
Test Execution Template
Test Case Template
Traceability Matrix Template
Validate
Testing is carried out by project team before the solution is delivered to the customer, to ensure that the solution meets the BRD requirements. The testing will be an end-to-end regression testing of all test cases corresponding to the BRD.
The BRD and Design documents are used to develop a Testing Plan. Test plan is prepared with the test design, test cases, and test data and with the test schedule.
System Integration Testing is done during this phase. Defect fixes for SIT and UAT defects are provided during the Validate phase.
Activity Deliverables Templates
SIT and UAT test plan
System/Integration testing
Internal Defect fixing
Defect fixes for SIT and UAT
Admin/User manual
End User Training
Data Migration
UAT Signoff
Defect Report
Defect Retest Report
Test Execution Reports
Test Cases (reviewed
by client)
Traceability Matrix
User Training Manual
Admin Training
Manual
Roll-out
Roll-out is the phase when the goals of this project are accomplished, desired outcome is produced, and deliverables are accepted, so the project is ready for further realization and maintenance. It is an ending phase that embraces the timeframe between project completion and handover.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 15 28-MAY-2024
Deployment is another name of the project go-live phase. Production Migration takes place in this phase. A Go-Live checklist is prepared to ensure that the Roll-out is happening right.
Activity Deliverables Templates
Go Live checklist
Deployment Document
Production Migration
Sanity Check
Go Live Deployment
Checklist
Closure
This is the final phase of the project management, which is comes after all the project deliverables have been accepted by the client and the project is ‘rolledout’. This phase ensures that all projects close out activities like summarizing the project details and metrics collected, documenting the accomplishments and lessons learnt, updating relevant organization databases, closing any open issues, etc. have been accomplished as per defined processes. A discussion with the customer on the next steps is one of the key activities of this phase and it lays down a platform for the future engagement and support.
Activity Deliverables Templates
Project Road map and next steps Post Go-live Warranty Support
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 16 28-MAY-2024
4.2. Implementation Plan
Note: dates are subject to City Council date and approval.
Task Name Duration Start Finish
City of Santa Monica 397 days Mon 8/26/24 Fri 2/27/26
Kick-off 1 day Mon 8/26/24 Mon 8/26/24
Discovery 36 days Mon 8/26/24 Mon 10/14/24
Project Management Plans 21 days Mon 8/26/24 Mon 9/23/24 Sprint 0 10 days Mon 10/14/24 Fri 10/25/24
Development Sprints 272 days Mon 10/28/24 Fri 11/7/25
Sprint 1 15 days Mon 10/28/24 Fri 11/15/24
Sprint 2 15 days Mon 11/18/24 Fri 12/6/24
Sprint 3 15 days Mon 12/9/24 Fri 12/27/24
Sprint 4 15 days Mon 12/30/24 Fri 1/17/25
Sprint 5 15 days Mon 1/20/25 Fri 2/7/25
Sprint 6 15 days Mon 2/10/25 Fri 2/28/25
Sprint 7 15 days Mon 3/3/25 Fri 3/21/25
Sprint 8 15 days Mon 3/24/25 Fri 4/11/25
Sprint 9 17 days Mon 4/14/25 Fri 5/2/25
Sprint 10 15 days Mon 5/5/25 Fri 5/23/25
Sprint 11 15 days Mon 5/26/25 Fri 6/13/25
Sprint 12 15 days Mon 6/16/25 Fri 7/4/25
Sprint 13 15 days Mon 7/7/25 Fri 7/25/25
Sprint 14 15 days Mon 7/28/25 Fri 8/15/25
Sprint 15 15 days Mon 8/18/25 Fri 9/5/25
Sprint 16 15 days Mon 9/8/25 Fri 9/26/25
Sprint 17 15 days Mon 9/29/25 Fri 10/17/25
Sprint 18 15 days Mon 10/20/25 Fri 11/7/25
Training 22 days Thu 10/16/25 Fri 11/14/25
System Integration Testing 20 days Mon 11/10/25 Fri 12/5/25 Deployment and Cutover Rehearsal 6 days Mon 12/8/25 Mon 12/15/25 User Acceptance Testing 16 days Mon 12/8/25 Mon 12/29/25 Revise Application Documentation 5 days Mon 12/15/25 Fri 12/19/25 Release to Production 6 days Mon 1/5/26 Mon 1/12/26
Post Go-Live Warranty Support 35 days Mon 1/12/26 Fri 2/27/26 Project Closure 4 days Tue 2/24/26 Fri 2/27/26
Turnover 13 days Tue 2/10/26 Thu 2/26/26
Close project 1 day Fri 2/27/26 Fri 2/27/26
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 17 28-MAY-2024
4.3. Implementation Timeline
Note: again, dates are subject to City Council date and approval.
Start: 8/26/2024 Go Live: 1/12/2026 Closure: 2/27/2026
AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 18 28-MAY-2024
4.4. Roles and Responsibilities
4.4.1. Speridian Responsibilities
Speridian is responsible for the following:
Capturing the business and technical requirements.
Facilitating and capturing the integration approach.
Loading data extracts from City's existing systems into Clariti. Guiding City in designing Clariti.
Configuring Clariti to achieve City’s business objectives. Providing the resources needed to contribute to, review, and sign-off the associated deliverables. This includes, analysts, architects, product configuration specialists, QA personnel, testers, content specialists, technical writers, trainers, and various advisors.
Delivering viable program plans (see the section 4.7) that support City’s vision and objectives.
Managing Speridian project resources.
Maintaining clear, accurate, and timely communication with City including notification of any issues or roadblocks as soon as they are encountered.
Supporting the collection and evaluation of key performance indicators. Partnering with City to achieve the business objectives and performance measures defined for this effort.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 19 28-MAY-2024
TBD
QA Testing Lead
TBD
Solution Architect
Srinivas Gudidevuni
Lead Developer
Ashok Chandra
Salesforce / Clariti BA
4.4.1.1. Project Team
Speridian will assign resources from our Licensing & Permitting Innovation Center to support the Clariti Community Development implementation for the City. Our staff members have experience in the licensing and permitting and public sector case management space and have deep operational experience implementing enterprise applications for local, municipal, state/provincial, and federal entities across North America.
A proposed implementation team structure is as follows:
. . . . . .
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 20 28-MAY-2024
4.4.1.2. Project Team Roles Defined
The key roles for this project are outlined below and will be assigned to Speridian personnel from our Licensing & Permitting Innovation Center of Excellence.
Role Tasks and Activities
Head of
Delivery
Owns and delivers the operational budget for the vertical, including productivity, financial and resource planning, and operational goals
Identify and deliver service improvement activity across the teams through employing process improvement
methodologies and the application of innovative thinking Provides strategic level planning including resource planning, rate forecasting, and peak season planning
Drives continuous improvement projects to optimize
operations and improve productivity to meet and exceed
business objectives; works on strategic projects that have total building and network-wide impact.
Effectively leverages the operations managers to solicit ideas and understand problems and challenges
Establishes objectives and metrics for quality, productivity, and customer experience
Sets clear goals and expectations for client success managers.
Measures performance, provides feedback, and holds leaders accountable
Project
Manager
Demonstrate a working knowledge of project management principles, or certified as a Project Management Professional (PMP) and / or Agile certified
Partner with the City to drive and advance project progress Perform stakeholder analysis
Develop Project Plans
Author Status reports
Facilitate meetings, including providing an agenda, recording decisions, action items, and distributing meeting minutes Managing user-centric design and solution teams configuring Salesforce Create, facilitate input to annual legislative reports Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 21 28-MAY-2024
Business
Analyst
Identify business and technical needs
Deliver value-based solutions and recommendations
Adaptive to different approaches and processes
Ensure compliance with the City’s requirements regarding business analysis
Collecting user-centric requirements, processes, and key artefacts using an Agile delivery model
Solution
Architect
Architect Clariti cloud-based COTS Software as a Service(“SaaS”) Responsible for the creation, maintenance and management of cloud architecture and lower-level components. Interpret, use and apply information contained within cloud architecture to inform a range of business improvement activities, particularly those involved in the design, development, enhancement
and maintenance of cloud support systems.
Architecting and development of scalable, secure and
integrated solution on the Salesforce platform Monitor and ensure architectural quality attributes for performance, scalability and sustainability.
Lead
Developer
Lead and contribute to designing, developing / configuring, and implementing Clariti workflows and solutioning
Build out Salesforce community-based portals for the Clariti COTS solution.
Configure and extend the standard User interface in Salesforce communities
Interface orchestration-based integration development and designing
QA Lead
Review and working knowledge of (functional and nonfunctional) requirements Review and understand the impact of user stories
Review quality specifications and technical design documents to provide timely and meaningful feedback
Draft and create positive / negative test cases
Coordinate testing phases and work levels collaboratively with test manager to estimate and prioritize testing activities Practice continuous improvement via retrospectives
Able to work horizontally and vertically across the department with stakeholder, functions, culture
and geographically located externally
4.4.2. City Responsibilities
City will be responsible for the following:
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 22 28-MAY-2024
Guiding the charter and vision for the initiative.
Guiding the program strategy, success factors, and key performance indicators.
Providing the resources, SMEs, and information that Speridian needs to complete its work.
Providing access to City systems and data to support work schedules. Providing data extracts from City's existing systems and verification of data mapping and formats.
Providing support for integration analysis and design efforts involving City's existing systems.
Providing the guidance, processes, and templates to enable Speridian to achieve compliance with City's internal processes and standards. Validating and approving deliverables in a timely manner. Working to resolve any resource conflicts including personnel and assets to help maintain work schedules.
Managing City project resources.
Guiding, participating, and sharing responsibility in defining program plans (see the section 4.7).
Maintaining clear, accurate, and timely communication with Speridian including notification of any issues or roadblocks as soon as they are encountered.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D www.speridian.com 23 28-MAY-2024
4.4.2.1. Rough Estimates of City Staffing Levels
Months 1-6
Phase Resource Type Resource
Month
1 2 3 4 5 6
Discovery & Design Project Manager Project Manager 80
Discovery & Design Other SME 1 - Representing a group of departments 80 Discovery & Design Other SME 2 - Representing a group of departments 80 Discovery & Design Technical Middleware/Integration SME 40 Discovery & Design Technical Data SME 40
Discovery & Design Other Department SME 1 (UAT) 80
Discovery & Design Other Department SME 2 (UAT) 80
Build & Testing Project Manager Project Manager 40 40 40 40 40 Build & Testing Other SME 1 - Representing a group of departments 40 40 40 40 40 Build & Testing Other SME 2 - Representing a group of departments 40 40 40 40 40 Build & Testing Technical Middleware/Integration SME 40 40 40 40 40 Build & Testing Technical Data SME 40 40
SIT Project Manager Project Manager
SIT Technical Middleware/Integration SME
SIT Technical Data SME
SIT Other Department SME 1 (UAT)
SIT Other Department SME 2 (UAT)
UAT Project Manager Project Manager
UAT Other SME 1 - Representing a group of departments
UAT Technical Middleware/Integration SME
UAT Technical Data SME
UAT Other Department SME 1 (UAT)
UAT Other Department SME 2 (UAT)
Go Live Project Manager Project Manager
Go Live Other SME 1 - Representing a group of departments Go Live Other SME 2 - Representing a group of departments Go Live Technical Middleware/Integration SME
Go Live Technical Data SME
Go Live Other Department SME 1 (UAT)
Go Live Other Department SME 2 (UAT)
Warranty Support Project Manager Project Manager
Warranty Support Other SME 1 - Representing a group of departments Warranty Support Other SME 2 - Representing a group of departments Warranty Support Technical Middleware/Integration SME
Total 480 200 200 160 160 160
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Months 7-12
www.speridian.com 24 28-MAY-2024
Phase Resource Type Resource
Month
7 8 9 10 11 12
Discovery & Design Project Manager Project Manager
Discovery & Design Other SME 1 - Representing a group of departments Discovery & Design Other SME 2 - Representing a group of departments Discovery & Design Technical Middleware/Integration SME Discovery & Design Technical Data SME
Discovery & Design Other Department SME 1 (UAT)
Discovery & Design Other Department SME 2 (UAT)
Build & Testing Project Manager Project Manager 40 40 40 40 40 40 Build & Testing Other SME 1 - Representing a group of departments 40 40 40 40 40 40 Build & Testing Other SME 2 - Representing a group of departments 40 40 40 40 40 40 Build & Testing Technical Middleware/Integration SME 40 40 40 40 40 40 Build & Testing Technical Data SME
SIT Project Manager Project Manager
SIT Technical Middleware/Integration SME
SIT Technical Data SME
SIT Other Department SME 1 (UAT)
SIT Other Department SME 2 (UAT)
UAT Project Manager Project Manager
UAT Other SME 1 - Representing a group of departments
UAT Technical Middleware/Integration SME
UAT Technical Data SME
UAT Other Department SME 1 (UAT)
UAT Other Department SME 2 (UAT)
Go Live Project Manager Project Manager
Go Live Other SME 1 - Representing a group of departments Go Live Other SME 2 - Representing a group of departments Go Live Technical Middleware/Integration SME
Go Live Technical Data SME
Go Live Other Department SME 1 (UAT)
Go Live Other Department SME 2 (UAT)
Warranty Support Project Manager Project Manager
Warranty Support Other SME 1 - Representing a group of departments Warranty Support Other SME 2 - Representing a group of departments Warranty Support Technical Middleware/Integration SME
Total 160 160 160 160 160 160
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Months 13-17
www.speridian.com 25 28-MAY-2024
Phase Resource Type Resource
Month
13 14 15 16 17
Discovery & Design Project Manager Project Manager
Discovery & Design Other SME 1 - Representing a group of departments Discovery & Design Other SME 2 - Representing a group of departments Discovery & Design Technical Middleware/Integration SME Discovery & Design Technical Data SME
Discovery & Design Other Department SME 1 (UAT)
Discovery & Design Other Department SME 2 (UAT)
Build & Testing Project Manager Project Manager 40 40 40 Build & Testing Other SME 1 - Representing a group of departments 40 40 40 Build & Testing Other SME 2 - Representing a group of departments 40 40 40 Build & Testing Technical Middleware/Integration SME 40 40 40 Build & Testing Technical Data SME
SIT Project Manager Project Manager 40
SIT Technical Middleware/Integration SME 80
SIT Technical Data SME 40
SIT Other Department SME 1 (UAT) 40
SIT Other Department SME 2 (UAT) 40
UAT Project Manager Project Manager . 40
UAT Other SME 1 - Representing a group of departments 40 UAT Technical Middleware/Integration SME 40
UAT Technical Data SME 40
UAT Other Department SME 1 (UAT) 80
UAT Other Department SME 2 (UAT) 80
Go Live Project Manager Project Manager 20
Go Live Other SME 1 - Representing a group of departments 40 Go Live Other SME 2 - Representing a group of departments 40 Go Live Technical Middleware/Integration SME 40
Go Live Technical Data SME 40
Go Live Other Department SME 1 (UAT) 40
Go Live Other Department SME 2 (UAT) 40
Warranty Support Project Manager Project Manager
Warranty Support Other SME 1 - Representing a group of departments Warranty Support Other SME 2 - Representing a group of departments Warranty Support Technical Middleware/Integration SME
Total 160 160 160 240 580
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Months 18-19
www.speridian.com 26 28-MAY-2024
Phase Resource Type Resource
Month
TOTAL
18 19
Discovery & Design Project Manager Project Manager 80
Discovery & Design Other SME 1 - Representing a group of departments 80 Discovery & Design Other SME 2 - Representing a group of departments 80 Discovery & Design Technical Middleware/Integration SME 40 Discovery & Design Technical Data SME 40
Discovery & Design Other Department SME 1 (UAT) 80
Discovery & Design Other Department SME 2 (UAT) 80
Build & Testing Project Manager Project Manager 560
Build & Testing Other SME 1 - Representing a group of departments 560 Build & Testing Other SME 2 - Representing a group of departments 560 Build & Testing Technical Middleware/Integration SME 560 Build & Testing Technical Data SME 80
SIT Project Manager Project Manager 40
SIT Technical Middleware/Integration SME 80
SIT Technical Data SME 40
SIT Other Department SME 1 (UAT) 40
SIT Other Department SME 2 (UAT) 40
UAT Project Manager Project Manager 40
UAT Other SME 1 - Representing a group of departments 40 UAT Technical Middleware/Integration SME 40
UAT Technical Data SME 40
UAT Other Department SME 1 (UAT) 80
UAT Other Department SME 2 (UAT) 80
Go Live Project Manager Project Manager 20
Go Live Other SME 1 - Representing a group of departments 40 Go Live Other SME 2 - Representing a group of departments 40 Go Live Technical Middleware/Integration SME 40
Go Live Technical Data SME 40
Go Live Other Department SME 1 (UAT) 40
Go Live Other Department SME 2 (UAT) 40
Warranty Support Project Manager Project Manager 5 5 10 Warranty Support Other SME 1 - Representing a group of departments 5 5 10 Warranty Support Other SME 2 - Representing a group of departments 5 5 10 Warranty Support Technical Middleware/Integration SME 5 5 10 Total 20 20 3660
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
4.5. Assumptions
4.5.1. General Assumptions
Any feature which is not part of the proposed solutions’ current release shall be out of scope.
Client will provide strong sponsorship from top management to enable Speridian and the assigned project team to effectively execute the projects, resolve any issues, and address any delays.
Client will ensure that all stake holders are aware of project timelines and get their support and availability for discussions reviews and signoff within the time required. Any delays in this would have an impact to the schedule and deliverables.
Client will appoint a dedicated program manager and process group leads who will act as coordinators for their related departments where required. Client will assign appropriate resources to enable Speridian to complete the listed project tasks within the timeframe specified in the project plan. Client will be responsible for providing all the required information about the Business, Application, Data and Technology components to ensure timely completion of the project tasks and deliverables. Client will provide the required office facilities to enable Speridian resources to conduct their tasks effectively.
The Client Support Team from the IT support organizations will be provided in a timely manner. Any reasonable requests for extended build and testing support will not be unreasonably denied or delayed.
For UAT, members of the user team—especially the resources who participated in the various discovery sessions—will be made available for executing the user testing activities.
All necessary hardware and associated environments will be available as needed in conjunction with the project plan.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
4.5.2. Project Assumptions
Speridian and the City will agree to a final project plan during Phase 0 after the discovery phase. The plan will include a target Go Live date. If the City needs to extend the project and adjust the Go Live date additional time added to the project may be subject to a change order.
City of Santa Monica will provide timely review and feedback on all submitted work products and deliverables per the mutually agreed project schedule.
Access to key City of Santa Monica staff when decision-making is required. City of Santa Monica will facilitate any coordination and/or interdependencies with other system vendors, as necessary. City of Santa Monica’s project team will make available documentation that is currently available for the existing system, updated data dictionary or ERDs, and target system interfaces documentation where applicable. The proposed solution environments and sandboxes would need to have connectivity with the respective internal /External systems as necessary and provide interfaces for consumption.
City of Santa Monica will help setup service accounts for external interfaces required for consumption.
The Speridian team will require access to external system Sandbox environments and/or access to resources who can help test with the integrating systems.
Speridian data conversion team will require access to actual production data extracts and documents during the conversion phase. The availability of extracts is critical to the success of the conversion phase. Speridian will “Train the Trainer”. For in-person training where applicable, City of Santa Monica must provide classrooms and equipment for onsite training, if and as necessary.
It is expected that City of Santa Monica will be providing overall IT System (network administration, system administration, database administration, etc.) support, e.g., System Administration support for necessary system and environment access, along with
Project Management (PM) support.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Subject Matter Expertise (SME) support covering all relevant systems and applications.
Access to current systems and applications, particularly current Salesforce Sandbox and developer environments and Azure DevOps environment as appropriate.
Necessary access and reasonable work accommodations for project team members, including but not necessarily limited to required building access, office space, desk, collaboration space, access to conference rooms, and any reasonable office equipment required to complete this project.
4.6. Training
As part of this SOW, Speridian will provide “train-the-trainer” training for “Super Users,” which can be defined as Client’s stake holders who will own the application on day-today basis. The key responsibilities of a Super User include Thoroughly understanding the application functionality. Thoroughly understanding different user profiles and the access controls applicable to each of them.
Training the end users on how to use the application based on their roles and responsibilities.
Resolving end user basic queries.
Understanding the administrative capabilities of the system. Performing the day-today basic administration of the application The training will be divided into two parts: User and Admin:
1. User Training
Process Walk Through: Speridian will walk the Super Users through the different functional processes built within the system. This will be done via a presentation.
Supervisor Training: Here the Super Users will be trained on the tasks that a supervisor should perform within the system to efficiently run his team. Management Training: The Super Users will be explained on how the management can use the system to track the overall progress of the department/Organization.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Dos & Don’ts: Super User will be briefed about the dos and don’ts for a Super User and other profiles created within the system. This will be with respect to the functional processes.
2. Admin Training
Administrative Concepts: Speridian will explain the Super User the concepts of the application administration. This will help the Super User understand the extent to which they can administer and maintain the application without Speridian’s help.
Profile Management: One of the key administrative tasks for the Super User would be to manage the profiles and access controls based on the profiles. Speridian will train the Super User on how to add & modify these profiles.
User Management: The other key tasks is to add & remove users. If a new user is added, then associate the right profile with the user. Post admin training, the super user will be able to perform this task. Application Administration: The other administrative tasks within the purview of Super User’s responsibility will be explained. Dos & Don’ts: Super User will be briefed about the administrative dos and don’ts.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
4.7. Deliverables
The following are the list of deliverables that will be included in this SOW.
Deliverable Description
Project Plan Document Describes the detailed work breakdown schedule for the implementation.
Project Status Reports
Describes the monthly status of the project with information regarding task completed during the past month and the tasks scheduled for the forthcoming month.
Business Requirements Document (BRD) A document describing expected business requirements.
Functional Design Document (FDD)
A document describing the detailed original product features and gaps identified to be implemented as output of the discovery phase.
Technical Design Document (TDD)
A document describing the detailed technical design and solution of the Clariti components with DPP systems needed for implementation
Data Migration Document (DMD)
A document describing the detailed data migration
design needed for implementation.
A document describing the detailed data migration
design needed for implementation.
Solution Testing Documents
Test Plan
Defect Report
Defect Retest Reports.
Test Execution Reports.
Test cases (Reviewed by the clients)
Traceability Matrix – To avoid missing any requirements - linked to user stories.
A document describing the approach, strategy, and test plan, defect reports, testing reports, test cases, Traceability matrix, etc. for all the requirements approved for this implementation.
Training Materials
Detailed documentation describing the steps to complete important business use cases that facilitates the training of users on the Clariti platform User Acceptance Completion
A point in time during the testing phase when all developed code is tested by Speridian and City IT representatives in the Test Environment.
Checkpoint Signoff Document
A designated set of checkpoints, i.e., points in time throughout the project when all functionality tested by DPP bus
Production Completion Checkpoint Signoff Document
A point in time during the Deployment phase where the developed code is moved into Production Environment.+A1:B12
4.8. Acceptance Criteria
The acceptance criteria will be determined jointly as part of the Discovery phase.
In general, acceptance will occur as each deliverable is completed, and sign-off will occur upon successful completion of the Deliverables listed in Section 4.7.
The City will notify Speridian in writing within ten (10) business days of the delivery of an individual Milestone/Deliverable performed under this Agreement if the Milestone/Deliverable performed is unacceptable. If the services are not accepted, the notice will specify, in reasonable detail, the reasons that the services/deliverable fail to meet City’s requirements. If Speridian receives no response from the City within ten (10) business days, then the Milestone/Deliverable will be deemed accepted.
4.9. Support
As part of this SOW, Speridian will provide post go-live warranty support. Upon completion of the project, Speridian will offer Managed Services Support that will be tailored to the expected maintenance & operations (M&O) support and enhancement services required by the City, which has been provided as a separate Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Managed Services SOW in conjunction with this Community Development Implementation SOW.
4.10. Risks
The most common among them are other sizable or competing (from a resource perspective) projects or initiatives that are in-flight at City during the projected timeline. In such a situation where, competing projects require the participation of many of the same resources required by the Speridian project team, implementation timelines may be impacted. If there is such contention for both technical and business resources, Speridian and City leadership will have to carefully allocate and coordinate key resources to ensure the success of both efforts.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D SECTION 5: PRICING & PAYMENT SCHEDULE
5.1. Pricing
Clariti Community Development Implementation
Services (Speridian) # Hours Cost (USD)
Project Management 1,082 $ 71,827
Requirements & Design (Architect Solution) 1,372 $ 91,048 Development (Build, Configure, Integrate, Test) 11,082 $ 735,467 Integration 1,443 $ 95,769
Data Conversion 1,844 $ 122,409
SIT, UAT. Regression Testing, Training & Deployment 1,545 $ 102,514 Post Go-live Support 391 $ 25,966
TOTAL SERVICES 18,760 $ 1,245,000
5.2. Payment
Payment Milestones Amount Projected
% $ (USD) Dates*
Initiation: Signed SOW 6.25% $ 77,813 12-Aug-2024
Discovery: Kickoff 6.25% $ 77,813 26-Aug-2024
Discovery: Completion of Project Plan 6.25% $ 77,813 16-Sep-2024 Discovery: Completion of Discovery (BRD, FDD, ICD) 6.25% $ 77,813 14-Oct-2024 Build: Solution Checkpoint 1 (Demo) Signoff 6.25% $ 77,813 9-Dec-2024 Build: Solution Checkpoint 2 (Demo) Signoff 6.25% $ 77,813 20-Jan-2025 Build: Solution Checkpoint 3 (Demo) Signoff 6.25% $ 77,813 3-Mar-2025 Build: Solution Checkpoint 4 (Demo) Signoff 6.25% $ 77,813 14-Apr-2025 Build: Solution Checkpoint 5 (Demo) Signoff 6.25% $ 77,813 26-May-2025 Build: Solution Checkpoint 6 (Demo) Signoff 6.25% $ 77,813 7-Jul-2025 Build: Solution Checkpoint 7 (Demo) Signoff 6.25% $ 77,813 18-Aug-2025 Build: Solution Checkpoint 8 (Demo) Signoff 6.25% $ 77,813 29-Sep-2025 Build: Solution Dev Complete 6.25% $ 77,813 10-Nov-2025 Validate: Completion of SIT 6.25% $ 77,813 8-Dec-2025
Validate: Completion of UAT 6.25% $ 77,813 5-Jan-2026
Roll-Out: Go-Live 6.25% $ 77,813 12-Jan-2026
TOTAL 100% $ 1,245,000
*Note: These dates are estimations and corresponding schedule will be adjusted accordingly to actual start date and agreed upon project plan.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D
5.3. Billing
All Invoices will be submitted upon completion of the payment milestones listed above. The City will pay the billed amount due Speridian within thirty (30) days from the date of the invoice.
5.4. Travel
It is expected that the work outlined in this SOW will be completed remotely and not require any onsite travel. Any such mutually agreed travel cost is not included in this SOW.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D SECTION 6: MISCELLANEOUS
The City and Speridian agree to cooperate in good faith to achieve completion of this SOW in a timely and professional manner. The City understands and agrees that Speridian's provision of the services may depend on completion of certain City tasks or adherence to City schedules within the City's control; consequently, the schedule for completion of the consulting services or any portion thereof may require adjustments or changes in the event such the City’s tasks or schedules change or are modified or are not completed as anticipated. Speridian shall bear no liability or otherwise be responsible for delays in the provision of consulting services or any portion thereof occasioned by the City’s failure timely to complete a City task or adhere to a City schedule.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 1 SECTION 7: SIGNATURE
Any material change to the scope of work in this SOW will be documented with a change order. Any changes to the aforementioned fees will be negotiated at the time of the change request.
IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to be signed by their duly authorized representatives.
SPERIDIAN TECHNOLOGIES, LLC The City OF SANTA MONICA
By: ___________________________________
(Authorizing Signature)
By: ___________________________________
(Authorizing Signature)
Name: ___________________________________ Name: ___________________________________ Title: ___________________________________ Title: ___________________________________ Date: ___________________________________ Date: ___________________________________ Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 2 Statement of Work - Managed
Support Services
City of Santa Monica
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 3 Table of Contents
Statement of Work - Managed Support Services 2
Introduction 4
Overview ................................................................................................................................................................................................ 4 Parties Involved..................................................................................................................................................................................... 4 Scope of Work5
Scope 5
Deliverables ........................................................................................................................................................................................... 5 Out of Scope ......................................................................................................................................................................................... 6 Support7
Hours of Operation............................................................................................................................................................................... 7 Engagement Approach...................................................................................................................................................................... 7 Support Model....................................................................................................................................................................................... 7 Service Level Objectives ..................................................................................................................................................................... 7 Additional Enhancements .................................................................................................................................................................. 8 Assumptions & Responsibilities 9
Assumptions........................................................................................................................................................................................... 9 Responsibilities....................................................................................................................................................................................... 9 Review Meetings................................................................................................................................................................................. 10 Security and Privacy Guidelines....................................................................................................................................................... 10 Pricing, Payment, and Invoicing Terms 11
Term of SOW 11
Term 11
Agreement Change .......................................................................................................................................................................... 11 Agreement Extension......................................................................................................................................................................... 11 Ramp-up/Ramp-down Lead Time................................................................................................................................................... 11 Early Termination................................................................................................................................................................................. 11 Consent ................................................................................................................................................................................................ 11 Execution.............................................................................................................................................................................................. 12 Definitions 13
Appendix 14
Exhibit A 14
Exhibit B 16
Exhibit C 18
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 4 Introduction
Overview
This Statement of Work (“SOW”), dated April 8th 2024, by and between City of Santa Monica, (“City”), with its principal place of business at 1685 Main St, Santa Monica, CA 90401 and Speridian Technologies, LLC, (“Speridian”), with its principal place of business at 2401 Louisiana Blvd NE, Bldg 3, Albuquerque, NM 87110, is issued pursuant to the City Technology Solutions Subcontractor Agreement, dated as Month DD, YYYY ("Agreement"), by and between City and Speridian and is subject to all of the terms and conditions of that Agreement unless otherwise specifically stated in this Statement of Work to the contrary. All capitalized terms in this SOW shall have the same meaning as set forth in the Agreement, unless otherwise defined herein.
City needs to expand their technology team to support their growth objectives. Speridian will provide the necessary team and delivery capabilities at Onshore (US) and Offshore (India/Pakistan) for application development and application support services. This SOW is for Application Support Services and will provide the services listed in this contract.
Parties Involved
The contract between Speridian and Consumes Community Services District in an agreement between the following parties. The information and participants listed below are defined as the stakeholders responsible for upholding the terms of this agreement.
Client – City of Santa Monica
Client Name City of Santa Monica
Client Sponsor Accounts Payable
Contact Contact
Address Address
Phone Phone
Email Email
Project Name: Consumnes Community Services District Managed Services Provider - Speridian
Provider Name Speridian Technologies, LLC
Account Manager Project Sponsor
Contact Contact Rajiv Mahajan
Address Address 2355 Main Street, Suite 240
Irvine, CA 92614
Phone Phone (913) 638-0505
Email Email [email protected]
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 5 Scope of Work
The objective of the Managed Support Services outlined in this agreement is to provide City with Essential Support Services for their Clariti Community Development Software that is built on the Salesforce Platform that is currently deployed. Support Services includes Operational and Applicational Support.
Scope
The scope of this SoW is to provide operational and application support in the following areas.
Support Area Speridian Support Tasks
Business Support Break/Fix Management
Attending to production (break/fix) tickets raised by the City within the Speridian Service Desk system, with defined SLOs, including root cause analysis and issue resolution.
Aiding users with resolving daily inquiries, troubleshooting issues, and addressing concerns related to application usage.
Application Support User Administration
Managing user accounts, permissions, roles, profiles. Enabling/Disabling security settings to ensure appropriate access controls and data security within the application environment.
Operational Support Client Install Documentation
Speridian will create functional, technical, configuration change and deployment documents for updates made by Speridian as required for a task and as requested by the Client’s Project Manager.
Essential Development Configuration Changes & Enhancements Up to 60 hours of Permit configuration enhancements per year Configuration Changes & Enhancements Include:
Implementation of minor configuration changes
Field and record type updates
Page layout updates
Letter template updates
Notification Updates
Updates to existing flows
The scope and pricing may be subject to change based upon empirical information gathered during the post go-live hypercare period, and that any such change would be mutually agreed upon by Speridian and the City of Santa Monica.
Deliverables
Within a period of 30 days from the start of the engagement, Speridian and City will work together and finalize on the list of weekly deliverables and templates for Application Support Services.
Speridian will provide the following minimum weekly deliverables:
Weekly Status Reports of activities performed.
Root Cause Analysis (RCA) of issues raises.
Support Ticket Analysis.
Data required for City compliance dashboard.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 6 Additionally, Speridian and City will work together and finalize on the following:
Ticket Severity and Priority classifications
Service Level Objectives
Escalation Procedure
Out of Scope
The scope of this SoW is to provide operational and application support but does not include the following:
Custom Application Development
Implementation of New Salesforce Modules
Performance Tuning
Business Process Reengineering
Data Cleansing and/or Enrichment
Data Science Analysis
Predictive Insights Development
Third-Party System Maintenance
Integration Development
Custom Data Science App Integration
Hardware Infrastructure Management
Travel Expenses
Additional details regarding the items not included in this scope can be found in Exhibit A of the Appendix.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 7 Support
Hours of Operation
Speridian will provide standard support during the following working days and hours:
Monday through Friday 8:00 AM – 5:00pm PST.
Engagement Approach
Speridian will use the following engagement model to support the City for the term of this agreement.
Support Model
Speridian will use the following support model to provide the City with the available skills and knowledge to provide the most comprehensive support.
The support flow and additional definitions regarding the levels of support be found in Exhibit B of the Appendix.
Service Level Objectives
Service Level Objectives (SLOs) represent our commitment to delivering high-quality services that meet the needs and expectations of our clients.
By establishing clear and measurable objectives, we aim to ensure transparency, accountability, and continuous improvement in our service delivery processes. Our adherence to these SLOs serves as a cornerstone in maintaining a productive and mutually beneficial partnership with our clients.
Speridian will baseline the ticket volumes and key metrics like response time and resolution time mapped to the severity and priority levels within the first 90 days. An example of such SLO’s and Priorities can be found in Exhibit Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 8 C
Additional Enhancements
Any enhancements are those not included in the 60 hours of Permit configuration as stated in the Scope of Work section outlined in this agreement.
The City subject matters experts will work directly with the Speridian Service Delivery Manager to define and document the requirements for any new features. Approval and acceptance of the estimates will be required from the City project coordinator before any work is performed.
It will be the responsibility of the Service Delivery Lead to work with Speridian Development team to determine the effort and schedule along with securing City approval before the start of development.
Support Type Support Level Hourly Rate Discounted Hourly Rate Standard Support All Tiers $165 $120
Off-Hours Support All Tiers $200 $150
Enhancement work estimated and completed during the term of this agreement will be billed based on Time and Materials (T&M) at a monthly interval. Payment for services rendered shall be due within 30 days from the date of receipt of the invoice. The Client agrees to remit payment promptly to ensure timely completion of services and maintain a harmonious business relationship.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 9 Assumptions & Responsibilities
Assumptions
Speridian will provide Standard Support during hours of business operation: Monday through Friday, 8 a.m. EST to 9 p.m. EST.
The support in this engagement will be delivered by Speridian using a blended onshore/offshore delivery model.
This Applicational Support and Operational Support will follow a shared resource model. Resource assignment will be made at Speridian’s discretion.
Speridian’s ticketing system will be used to manage work requests under this engagement.
Speridian and the City will organize and conduct work planning meetings to outline the required Operational and Application Support needed for the month.
If required, the City may purchase additional hours in a given month. The City will provide reasonable notice to Speridian if there is a request for additional hours in a month. Speridian will make every effort to fulfill the City’s request in a timely manner. Requests for more than forty (40) hours per month may not be fulfilled without prior notice.
Speridian will provide regular status reports which will include a summary of progress made towards Operational or Application Support requests and budget consumption.
Any services that require access to Salesforce and/or Clariti hosting environments, servers and folder access to which Speridian doesn’t have access, and product related issues which require support from either the Salesforce or Clariti Product Development team, are NOT covered under this agreement.
Any travel related costs would be handled on a case-by-case basis and would be billed to the City as actuals for the duration of the required support.
Responsibilities
Speridian
Speridian will provide training on accessing and submitting tickets through Speridian’s Managed Support Services ticketing platform.
Speridian will provide support for addressing defects, bugs, technical issues, features, upgrades, or enhancements at the request/direction of City.
Speridian will provide detailed solutions to be reviewed by City for review and approval prior to doing any configuration or development.
Speridian will perform primary functional testing and unit testing, and as such will work closely with City’s QA team supporting all aspects of testing.
Speridian will assign an onshore Service Delivery Manager that will be responsible for tracking and reporting on requests, activity, project, and budget consumption associated with this contract.
City
City will provide access to resources, assets, and the required SME's during the entire duration of this engagement.
City will provide development, testing and production environments.
City shall be responsible for allocating user acceptance testing resources and creation and execution of relevant test scripts.
City will respond to emails/questions from Speridian team on support requests in a timely manner as possible to ensure requests are handled within agreed service level objectives.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 10 City will maintain a properly configured hardware/operating system platform to support the applications.
City will obtain licenses for any necessary Speridian resources before the commencement of services.
City shall designate a Project Manager who shall be solely responsible for coordinating with Speridian’s Service Delivery Manager for all project management and the direction of services provided to you by Speridian.
City will provide a Production Support Manager (PSM) for the duration of this SOW, who will be the point of contact for the Speridian Team. The PSM works closely with Speridian Service Delivery Manager and Support Team to establish prioritized work.
Review Meetings
City and Speridian Support Managers shall have monthly meetings (“Review Meetings”) which may be attended remotely to monitor, review, and discuss the performance of the Services. Before each Review Meeting, each representative shall notify the other of any material problems and/or concerns relating to the performance of the Services for discussion at the Review Meeting. At the Review Meeting, the parties shall work in good faith to agree on a plan to address such problems. In the event of any problem being unresolved or a failure to agree on a place for rectification of the problem, the matter shall be resolved under the terms of the Agreement. Progress in implementing any remediation plans shall be included in the agenda for subsequent Review Meetings.
Security and Privacy Guidelines
During the Term of any SOW established under the Agreement, Speridian shall maintain the security and privacy requirements as set forth in the Agreement or as required by City, and Speridian shall require all subcontractors performing any services under the terms of the Agreement or this SOW, as a condition to their engagement, to provide their services in full compliance with such requirements.
Any changes to the existing physical of logical controls that affect or impact City must be approved by City in advance and requested on a Change Request Form.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 11 Pricing, Payment, and Invoicing Terms
Speridian agrees to provide Operational/Application support per month on a fixed cost basis with total cost of $3000/month or $36,000/year over a 12-month contract.
Invoicing will commence upon receipt of executed contract and continue each month thereafter for a period 12 months.
Additional hours requested by the City will be fulfilled and invoiced at the rates specified above.
Speridian may require notice up to 30 days to provide resources beyond 40 hours per month.
The City agrees to pay Speridian the invoice amount within 30 days from receipt of invoices.
Travel is not included in this contract. Should the City require Speridian to travel, travel by Speridian must be pre-approved in writing by the City for such expenses to be reimbursable under this SOW. Travel expenses will be reimbursed by the City at cost.
The scope and pricing may be subject to change based upon empirical information gathered during the post go-live hypercare period, and that any such change would be mutually agreed upon by Speridian and the City of Santa Monica.
Term of SOW
Term
The term of this SOW shall be effective as of TBD and shall continue through TBD unless extended according to a written change order or sooner terminated by either party under the Agreement.
Agreement Change
If the City wishes to add or change the above team composition, a change order will be required.
Agreement Extension
If the City wishes to extend this agreement beyond the end date mentioned above, a change order will be required.
Ramp-up/Ramp-down Lead Time
The City will provide 4 weeks’ notice to ramp -up or ramp-down resources. Speridian will try best to on board new resources at the earliest possibility.
Early Termination
See MSA Agreement.
Consent
The City is responsible for promptly obtaining and providing Speridian all required consents necessary for Speridian to provide the Services described in the SOW. A required consent means any consents or approvals required to give Speridian the right or license to access, use and/or modify the hardware, software, firmware, and other products City uses, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products.
Speridian will be relieved of the performance of any obligations that may be affected by the City’s failure to promptly provide any Required Consents to Speridian.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 12 Execution
IN WITNESS WHEREOF, the parties have caused this SOW to be duly executed below.
By approving this Engagement Agreement, the City authorizes Speridian to commence the services designated above and agrees to these terms and conditions including the payment terms. Approval of this Agreement shall be made by receipt of this document with an authorized formal signature.
Speridian will counter-sign and return a copy for City’s records.
City of Santa Monica Speridian Technologies, LLC
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 13 Definitions
“Acceptance Criteria” means the agreed-upon performance criteria and functional specifications contained within the Documentation and the terms and conditions of the Agreement or SOW which shall include, but not be limited to OWASP vulnerability and Defect testing and remediation with a first pass Defect rate of no greater than fifteen percent (15%). “Defect” means an error, “bug”, vulnerability, or defect resulting from or which occur in Deliverables, Software or Services that are not developed, delivered or implemented in accordance with City specifications.
“Documentation” means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information used in conjunction with the Software and Services, whether distributed in print, magnetic, electronic, or video format, in effect as of the date the Software and Services are provided to City. “Intellectual Property Rights” are all patents, patent applications, trademarks, inventions (whether or not patentable), know-how, designs, mask works, processes, methodologies, service marks, copyrights and copyrightable works, trade secrets including Confidential Information, data, designs, manuals, training materials and documentations, formulas, knowledge of processes, methods, prices, financial and accounting data, products and product specifications and all other intellectual property rights as these terms are understood under Law, including any modifications, adaptations, adjustments, enhancements, updates, improvements, alterations and error corrections thereto and other derivative works thereof.
“Response” means an e-mail, telephone, or in-person acknowledgment of a technical support request.
“Resolution” means action taken to correct the reported incident. Upon resolution, Supplier will communicate to City via –mail a Root Cause Analysis and how it corrected the incident within five (5) business days or Resolution.
“Services” means collectively all services provided by Speridian to City as more fully set forth in the SOW.
“Severity One (1) Error” means an issue, incident or error that renders the application inoperable. “Severity Two (2) Error” means an issue, incident or error that renders that materially impairs the application performance, with the consequences that the Licensed Software is operable but in a restricted or inefficient manner.
“Severity Three (3) Error” means any issue, incident or error that are not Severity 1 or 2. “Software” is the source code and object code versions of any programs, operating system software, computer software languages, utilities and other computer programs (i.e., any set of statements or instructions to be used in a computer to obtain a result) produced under this Agreement, the SOW or used to provide the Services, including the tangible media upon which the programs, operating system software, computer software languages, utilities and other computer programs are stored, together with all corrections, improvements, updates and releases. “Testing Period” means the period specified in the SOW, or if no time period is specified, a period of a minimum of thirty (30) consecutive days, in which City may test the Software in production (a live, non-test environment) to ensure that it conforms in all material respects to the Acceptance Criteria. “Work Product” is all information, data, deliverables, materials, documents, documentation, works of authorship, computer programs, software, designs, specifications, processes, procedures, techniques and all tangible embodiments of the foregoing and all Intellectual Property Rights created, developed or prepared, documented or delivered by Speridian, in providing the Software and Services, including all modifications to City Data and City Intellectual Property Rights.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 14 Appendix
SOW Exhibit A
The following Items are excluded from the above offering. If one of these services are desired, please work with your Account Manager to get an add-on cost of these services.
Custom Application Development
• Building new custom applications fall outside the scope of managed services.
Implementation of New Salesforce Modules
• Implementing new Salesforce modules or functionalities that were not part of the original agreement should be considered separate projects, especially if they require extensive customization or integration with other systems.
Business Process Reengineering
• Major changes to business processes that necessitate significant reconfiguration of Salesforce.
• This would include the building out of new permits, code enforcements, and workflows Data Cleansing
• Identifying and merging duplicate records to ensure data integrity and eliminate redundancy.
• Standardizing data formats, fields, and values to maintain consistency and improve usability.
• Removing irrelevant, outdated, or erroneous data to enhance the overall quality of the database.
Data Enrichment
• Enhancing existing data with additional information.
• Appending missing data fields such as contact details, firmographics, geolocation, etc., to enrich the dataset.
Third-Party System Maintenance
• Maintenance and support for third-party systems involved in the integration process are not included.
• Any issues arising from changes or updates to third-party systems are the responsibility of the respective system owners.
Integration Development:
• Development of new integrations or enhancements to existing integrations is not part of the integration monitoring service.
• Any changes to integration workflows or configurations beyond monitoring and basic troubleshooting require separate development efforts.
Performance Tuning:
• Optimization of integration performance, such as fine-tuning of data transfer rates or system configurations, is not included in this service. • Clients may engage our organization for performance tuning services separately as needed.
Custom Data Science App Integration
• Integrating custom data science applications or solutions beyond the capabilities of standard Salesforce analytics tools would be outside the scope of the managed services.
Predictive Insights Development
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 15 • The development of advanced predictive models or machine learning algorithms are out of scope unless explicitly agreed upon separately.
Data Science Analysis
• Conducting in-depth data science analysis, such as statistical modeling or advanced data mining techniques are out of scope unless specified otherwise in the agreement.
Hardware Infrastructure Management
• Managing hardware infrastructure supporting the analytics environment, such as servers or storage systems are outside the scope of managed services.
Third-Party Integration Training
• Training on third-party integrations or applications integrated with Salesforce is not included unless explicitly specified in the agreement.
Travel Expenses
• Expenses related to travel, accommodation, or other on-site training logistics may not be included and are typically billed separately if required.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 16 SOW Exhibit B
Support Flow
Support Levels
Level-1 (L1): The first line of support provided by L1 Support Team/Helpdesk team at Speridian. Level-2 (L2) support will cover below activities:
o Acknowledgement of issues raised by L1.
o Initial analysis to identify a fix without code changes. o Fixes related to configuration changes.
o Work around solutions to avoid business service interruption. o Root Cause Analysis of the issues raised and resolved by L2. o Escalation of issues to the Level-3 (L3) team
o Responsible for the deployment activities involved in issue resolution. Level-3 (L3) support will cover below activities:
o Acknowledgement of issues raised by Level-2 (L2) support team. o In-depth analysis of the issues and possible fixes.
o Fixes related to code and design changes.
o Enhancements related to the fixes.
o Root Cause Analysis of the issues raised and resolved by L3. o CI/CD responsibilities.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 17 Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 18 SOW Exhibit C
Severity and Priority Levels
Severity Description Impact/Urgency Response Time Update Frequency
1 Critical, severe impact, the
application is not
operational, all critical data
inaccessible or has severely
restricted functionality or
degradation.
Major outage that impacts
all, or a large group of,
Users. Or a complete
business function of the
application is not
accessible.
Within two (2)
hours of
incident
submission
Every two
(2) hours
2 The application is
operational but has
restricted functionality or
degradation that is
impacting operations.
Major impact to one or
many Users, partial service
disruption to business.
Within four (4)
hours of
incident
submission
Every four
(4) hours
3 The application is
operational with low,
intermittent, circumvented
errors, not severely
impacting operations.
Bug fix or non-priority
Incident or reasonable
work-around exists.
Within two (2)
Business Days
of incident
submission
Every eight
(8) hours
once
prioritized
and
started
4 Questions with the
application usage,
implementation or any
other inquiries submitted
into the service desk portal
or electronic mail.
Generic questions/request
for fulfillment
Within five (5)
Business Days
of incident
submission
Every eight
(8) hours
once
prioritized
and
started
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 19 City of Santa Monica, CA
Clariti - Camino Permitting & Guide
Statement of Work
Version 1.0
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 20 Last Updated: August 8, 2024
Table of Contents
Summary of Solution 3
Camino Guide Summary: 3
Camino Permitting Summary: 3
Implementation and Service Package 7
Out of Scope Items 7
Customer Service 8
Service Level Agreement 8
Technical Support Services 8
Training 8
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 21 Summary of Solution
Camino is a web-based solution that improves the customer experience for permit and licensing processes. Camino software is provided through a SaaS (software as a service) model, meaning that all functionality is accessed through the internet on a subscription basis. For the City of Santa Monica, Clariti is excited to offer the solutions outlined below.
Camino Guide Summary:
The Camino Guide is an informational resource that serves as a virtual ‘pre-meeting’ for anybody thinking about starting a building project. After first answering a series of questions, applicants will automatically receive a customized guide containing their estimated timeline, estimated fees, and process for successful project completion. The Guide will also integrate with existing GIS systems to let the applicant know whether their project is allowed in the selected zone. By making every applicant an expert, the Camino Guide reduces errors, frees up valuable staff resources, and flags any potential issues at the outset to ensure a faster process.
Features:
● An online portal where residents can create an account and view current and historical projects. ● An intelligent Guide that will ask applications a series of questions about their building project and informs them where it is allowed and whether a permit or license is required. ● If a permit or license is required, the Guide will generate a customized checklist of steps for the applicant to follow, complete with detailed instructions.
● The Guide will automatically check for zoning compliance and any other geographic factors. ● The agency will be able to track all Guides that are created. ● The agency will be able to configure and manage the Guide through an entirely self-service administrative panel.
Camino Permitting Summary:
Clariti will assist in configuring and running a hosted Camino Permitting System for the agency. The agency has the following needs that will be addressed under this scope:
● A fully hosted, web-based system that is accessible to staff and applicants. ● A smart application portal that generates a set of requirements based on the details of the application. ● Application review and reporting.
● Fee Generation and online payment capabilities.
● Document upload and storage.
● Internal review and task management.
Agency staff with Administrator-level permissions will be able to do the following configuration within the Camino Permitting System:
● Configure an unlimited number of internal users. Staff will be able to add and remove users at any time. ● Upload PDF files to create digital forms with overlaid fields or signatures that need to be collected from applicants.
● Define fees that need to be collected from applicants. Fees can be defined by a formula that includes numeric variables.
● Require that certain documents need to be uploaded as part of an application process. ● Create a series of templates for common tasks such internal reviews.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 22 ● Use a logic-driven rules engine to create the different application and review processes based on information provided by the applicant. The rules can also be driven by GIS queries. Clariti will integrate commission-provided GIS layers into the Camino Permit System.
● Configure the different Submission types to be issued. Each Submission type can be set to expire after a period of time.
● Customize instructions and helper text through a rich text editor. ● Configure Data Fields that can be reused throughout the system in rules, fee calculations and on forms. ● Data Fields can be configured with a default value.
● Configure User Fields that will be saved to each Applicant user’s account and auto-populated on new Submissions.
● Create customizable workflows with custom statuses, transitions, and auto-transitions based on task completion.
● Configure tasks or steps to be auto-assigned based on workflow status. ● Configure a set of pre-defined message templates that can be used for messaging within Submissions. ● Manage GIS layers with the Camino Geo Service:
○ Add, remove or view existing layers and history.
○ Import layers as shapefiles or through an ESRI URL.
○ Update layer data manually at any frequency.
All Agency staff will be able to do the following (from a desktop or iPad browser):
● View an inbox showing all comments, notes and activity across Submissions in the system. ● View a table of all Submissions. Filter and search by any Data Field, User Field or System Field. ○ Create Saved Views based on a specific set of filters. Saved views can be private or global. ○ Export a CSV file of all Submissions
● For each Submission:
○ Update the status within the associated workflow, as long as required steps have been completed.
Required steps and tasks will automatically be added as the workflow advances. ○ Request changes on specific steps for the applicant to re-complete. ○ View the current Applicant’s information and transfer ownership to a new Applicant. ○ View all tasks assigned to the applicant and to internal staff. View task status. ○ Add or remove tasks. Assign tasks to any user and specify a due date. Mark tasks as complete. ○ Manage Reviews:
■ Assign each review to a user or group.
■ Add documents to each review.
■ Share correction letters and markups with the Applicant. ○ View all financial transactions and outstanding fees. ■ Refund (partially or fully) fees that have been paid. ■ Manually adjust the value of any fee before it is paid. ■ Add a note to each transaction.
○ Fill out internal forms.
○ View all answers provided by the applicant and all GIS queries that were run against Submission. ○ View, update, add and remove data fields that were collected during the application. ○ View all documents that were uploaded by the applicant and by other staff. View a date stamp on each document.
○ Upload new documents directly to the submission. If on a tablet or mobile, attach photographs.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 23 ○ Issue a Document (Permit) to the Submission. View all documents that have been issued to the Submission.
○ Send messages directly to the applicant through any task or application step. Pre-defined message templates can be searched and added.
○ Log private, internal notes on any task or application step or on the Submission directly. ○ View an Activity Feed showing all messages sent, status updates, payment modifications, and automated emails.
○ View a map showing how the Submission address interacts with GIS and parcel attributes. Please note that the map will not show GIS layers aside from parcels. ○ Change or update the address for the Submission.
○ Log time spent working on the Submission for time-tracking purposes. View a history of all logged time by a user.
○ Subscribe to the Submission to receive notifications and updates. ○ Add or remove secondary Applicants.
● Create a new Submission on behalf of an applicant and assign it to their account. ● View a list of all tasks assigned to a user, or all tasks across the system. Sort and filter by status, assignment, due date.
● View all Submissions and on a map. Select a location to view all Submission and Records at that address. ● Receive email notifications when an applicant sends a chat message and when a task is assigned to a user. A notification is also sent when a task nears its due date. ● Search, view or export a CSV file of all financial transactions processed or recorded within Camino. ● Customize the list of email notifications that are received based on system activity.
Applicants will be able to do the following:
● Create an account based on an email address. All progress is saved in real-time when logged in. ● View a list of any applications (in progress or submitted) that have been issued. ● Go through a guided application process that starts with a survey. The survey asks for the type of permit, the location, and additional details defined by the Commission. These factors then generate a list of required steps for the applicant to complete.
● Be automatically informed of any location-based restrictions at their address. ● View a checklist-style list of all tasks that have been completed and that are pending. ● Fill out digital forms and sign with a digital signature. ● Upload documents by dragging-and-dropping from their desktop. ● View auto-calculated fees and pay fees via credit card. A transaction fee is applied to all credit card payments, set by the payment processor.
● Send chat messages directly to the agency.
● Receive email notifications when a chat message is sent by the agency, when the application status is updated, and when a Record is issued.
● View any Documents that have been issued to the Submission. ● Receive an email notification when a Document is nearing expiration. The applicant will be invited back to the system to complete any required re-application steps.
The following integrations are needed by the agency for the Camino Permitting system. ● Payment Processors
○ Paymentus
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 24 ■ NOTES:
● Custom Integration work will need to be scheduled between Paymentus and the Camino development team.
● The Paymentus / Camino integration requires an annual fee of $10,000. ● The City can alternatively choose to use Stripe or Authorize.net with no integration work required, which can be done in days, not weeks/months.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 25 Implementation and Service Package
Anticipated Implementation Start: [September, 2024]
To ensure a fast implementation, Camino reserves slots in advance for new customers. The customer can choose to change the start month at any time, however Camino cannot guarantee availability for any given month. If a change is requested, Camino will reschedule the implementation for the next available slot.
For this project Camino will be leading and performing system configuration work during the implementation. A Camino Implementation Manager will suggest the best service package based on the project scope. The service package will include:
● Configuration of options including:
○ Project Type Editor
○ Guide Step Editor
○ Rule Builder
○ GIS Rule Configuration
○ Rich Text and Content Editing
● 5 hours of training for agency staff.
● A recurring check-in call with Clariti. The cadence of the call will be determined based on the scope and pacing of the project.
● Clariti assistance with the initial GIS layer import. ● Access to Camino knowledge base.
● A fixed number of hours that can be used in year one for system configuration, staff training and process mapping.
● Additional hours in future years to add system functionality, make changes to the existing configuration and train new staff.
The scope of configuration for the Camino Permitting system covers the following:
● Special Use Permit types (two)
At the start of the implementation Camino will create a project plan with milestones. If the number of service hours exceeds the selected package the customer can upgrade their package or purchase additional hours.
Out of Scope Items
The following features or implementation services are out-of-scope. If any of these, or other items not explicitly mentioned as part of the features or implementation services, are requested by the City they may be added via a change management process.
● Data mapping and conversion from OpenCounter into the Camino Permitting system. ● Data mapping and conversion from the Camino Permitting system into the Clariti system. ● No Camino Guide or Camino Permitting enhancements or custom integrations are included.
Customer Service
Service Level Agreement
Camino offers a web-based platform that is accessible from all major desktop web browsers. Camino currently works on browser versions that are still supported by their parent company. As of the date of this proposal, the list of supported browsers (on Windows, OSX, or Linux) is:
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 26 ● Chrome
● Firefox
● Internet Explorer / Edge
● Safari
Camino guarantees 24/7 access with 99.9% uptime. Camino will occasionally bring the service down for scheduled maintenance and updates, but never during the hours of 8am-6pm, M – F.
If this agreement is terminated, Camino will (upon request) provide the customer with a full export of all customer data within 30 days of the request and up to 90 days following termination of the agreement.
Technical Support Services
Camino will assign a Customer Success Manager to assist with onboarding, training, and ongoing support. This representative will be the primary point of contact for all requests and issues.
In order to initiate a technical support ticket, the customer must email [email protected], or their designated Account Manager or Implementation Manager. Requests made through other channels are not subject to this SLA.
Camino uses the following incident response levels:
● Level 1: Mission critical error that prevents users from accessing or using the system. ● Level 2: A critical feature is broken.
● Level 3: All other bugs or errors.
When an issue is reported, Camino will respond within 4 hours during the hours of 8am-9pm PST, M-F. The response will include a support ticket and estimated time to fix. Camino targets the following fix times:
● Level 1 incident: 24 hours.
● Level 2 incident: 48 hours.
● Level 3 incident: 5 days.
Training
Camino will provide one kick-off meeting at the beginning of the implementation and up to five hours of staff training.
The customer can include whichever staff they choose in this training session. Camino Led implementations will include additional hours.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 27 Exhibit D
Project Schedule
Task Name Duration Start Finish
City of Santa Monica 397 days Mon 8/26/24 Fri 2/27/26
Kick-off 1 day Mon 8/26/24 Mon 8/26/24
Discovery 36 days Mon 8/26/24 Mon 10/14/24
Project Management Plans 21 days Mon 8/26/24 Mon 9/23/24 Sprint 0 10 days Mon 10/14/24 Fri 10/25/24
Development Sprints 272 days Mon 10/28/24 Fri 11/7/25
Sprint 1 15 days Mon 10/28/24 Fri 11/15/24
Sprint 2 15 days Mon 11/18/24 Fri 12/6/24
Sprint 3 15 days Mon 12/9/24 Fri 12/27/24
Sprint 4 15 days Mon 12/30/24 Fri 1/17/25
Sprint 5 15 days Mon 1/20/25 Fri 2/7/25
Sprint 6 15 days Mon 2/10/25 Fri 2/28/25
Sprint 7 15 days Mon 3/3/25 Fri 3/21/25
Sprint 8 15 days Mon 3/24/25 Fri 4/11/25
Sprint 9 17 days Mon 4/14/25 Fri 5/2/25
Sprint 10 15 days Mon 5/5/25 Fri 5/23/25
Sprint 11 15 days Mon 5/26/25 Fri 6/13/25
Sprint 12 15 days Mon 6/16/25 Fri 7/4/25
Sprint 13 15 days Mon 7/7/25 Fri 7/25/25
Sprint 14 15 days Mon 7/28/25 Fri 8/15/25
Sprint 15 15 days Mon 8/18/25 Fri 9/5/25
Sprint 16 15 days Mon 9/8/25 Fri 9/26/25
Sprint 17 15 days Mon 9/29/25 Fri 10/17/25
Sprint 18 15 days Mon 10/20/25 Fri 11/7/25
Training 22 days Thu 10/16/25 Fri 11/14/25
System Integration Testing 20 days Mon 11/10/25 Fri 12/5/25 Deployment and Cutover Rehearsal 6 days Mon 12/8/25 Mon 12/15/25 User Acceptance Testing 16 days Mon 12/8/25 Mon 12/29/25 Revise Application Documentation 5 days Mon 12/15/25 Fri 12/19/25 Release to Production 6 days Mon 1/5/26 Mon 1/12/26
Post Go-Live Warranty Support 35 days Mon 1/12/26 Fri 2/27/26 Project Closure 4 days Tue 2/24/26 Fri 2/27/26
Turnover 13 days Tue 2/10/26 Thu 2/26/26
Close project 1 day Fri 2/27/26 Fri 2/27/26
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Exhibit E
Exhibit E - Fee Budget and Compensation Schedule
The compensation paid to Speridian for Services described in Exhibit C are set forth below. The City, in its sole and complete discretion, may request Speridian to provide additional optional services (“Optional Services”) in an amount not to exceed $167,229. The total compensation paid to Speridian for all Services, including any Optional Services, requested by the City, shall not exceed $1,839,517.
This Agreement covers the procurement of the Clariti software solution by Speridian – at the costs outlined below – for Year 1 only. The City will enter into a separate agreement to license the Clariti software solution for Years 2 through 5 by August 31, 2025.
Clariti Community Development Implementation
Services (Speridian) # Hours Cost (USD)
Project Management 1,082 $ 71,827
Requirements & Design (Architect Solution) 1,372 $ 91,048 Development (Build, Configure, Integrate, Test) 11,082 $ 735,467 Integration 1,443 $ 95,769
Data Conversion 1,844 $ 122,409
SIT, UAT. Regression Testing, Training & Deployment 1,545 $ 102,514 Post Go-live Support 391 $ 25,966
TOTAL SERVICES 18,760 $ 1,245,000
Clariti Software First Year Subscription Cost
Line
Item Description Year 1
1 Clariti Community Development Solution $379,788.00
196 Platform User License - Enhanced
4 Admin User License - Enhanced
1 Clariti Admin User License - Enhanced
1 Clariti Salesforce Shield
1 Clariti Sandbox, Full
1 Clariti ESRI ArcGIS Integration
1 Clariti ProjectDox Integration
1 Clariti Community PLUS Logins (20,000/Month
Bundle)
2 Clariti Guide / Permitting System (Special Event
Permits) $25,000.00
3 Clariti Guide Enhanced Implementation (Year 1 only) $22,500.00 Total $427,288.00
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Exhibit E
Professional Services Rates
Speridian Rate Sheet for Salesforce.com Resources
Role For USA/CAN Client Certification
Onshore Offshore
Rate Rate
Senior IT Project Manager / Scrum Master $ 130.00 PMI, CSM, SF/Vlocity Enterprise Architect $ 225.00 SF/Vlocity
Solution Architect* $ 200.00 $ 75.00 SF/Vlocity
Technical Architect* $ 175.00 $ 65.00 SF/Vlocity
Application Architect* $ 155.00 $ 55.00 SF/Vlocity
Salesforce Sr Developer / Lead* $ 135.00 $ 50.00 SF/Vlocity Salesforce Application Developer* $ 125.00 $ 45.00 SF/Vlocity Salesforce Sr Administrator $ 120.00 $ 40.00 SF/Vlocity Salesforce Administrator $ 110.00 $ 35.00 SF/Vlocity
Senior Business Analyst $ 130.00 $ 47.50 SF/Vlocity
Business Analyst $ 115.00 $ 37.50 SF/Vlocity
Testing / QA Lead $ 130.00 $ 47.50 SF/Vlocity/Eggplant
Testing / QAAnalyst $ 115.00 $ 37.50 SF/Vlocity/Eggplant *Note: applies to all technologies
Additional Enhancement Services
Support Type Support Level Hourly Rate Discounted Hourly Rate Standard Support All Tiers $165 $120
Off-Hours Support All Tiers $200 $150
Speridian agrees to provide Operational/Application support per month on a fixed cost basis with total cost of $3000/month or $36,000/year over a 12-month contract.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Exhibit E
Payment Milestones Amount Projected
% $ (USD) Dates*
Initiation: Signed SOW 6.25% $ 77,813 12-Aug-2024
Discovery: Kickoff 6.25% $ 77,813 26-Aug-2024
Discovery: Completion of Project Plan 6.25% $ 77,813 16-Sep-2024 Discovery: Completion of Discovery (BRD, FDD, ICD) 6.25% $ 77,813 14-Oct-2024 Build: Solution Checkpoint 1 (Demo) Signoff 6.25% $ 77,813 9-Dec-2024 Build: Solution Checkpoint 2 (Demo) Signoff 6.25% $ 77,813 20-Jan-2025 Build: Solution Checkpoint 3 (Demo) Signoff 6.25% $ 77,813 3-Mar-2025 Build: Solution Checkpoint 4 (Demo) Signoff 6.25% $ 77,813 14-Apr-2025 Build: Solution Checkpoint 5 (Demo) Signoff 6.25% $ 77,813 26-May-2025 Build: Solution Checkpoint 6 (Demo) Signoff 6.25% $ 77,813 7-Jul-2025 Build: Solution Checkpoint 7 (Demo) Signoff 6.25% $ 77,813 18-Aug-2025 Build: Solution Checkpoint 8 (Demo) Signoff 6.25% $ 77,813 29-Sep-2025 Build: Solution Dev Complete 6.25% $ 77,813 10-Nov-2025 Validate: Completion of SIT 6.25% $ 77,813 8-Dec-2025
Validate: Completion of UAT 6.25% $ 77,813 5-Jan-2026
Roll-Out: Go-Live 6.25% $ 77,813 12-Jan-2026
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 1 CLARITI CLOUD INC.
Exhibit F
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 2 CLARITI CLOUD INC.
SOFTWARE AGREEMENT
THIS SOFTWARE AGREEMENT (the “Agreement”) is made between CLARITI CLOUD INC., of 422 Richards St, Suite 170, Vancouver, BC, V6B 2Z4 (“CLARITI” or “SAAS Provider”) and the City of Santa Monica (the “Customer” or “City”), and is effective as of the date the SAAS Services are accessed by or otherwise made available to the Customer (the “Effective Date”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings set out in Section 14.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. INTRODUCTION
1.1 Orders. CLARITI owns and operates CLARITI, a proprietary, modular, web-based software solution for governments (the “CLARITI Platform”), accessible through the Apex Platform™ online platform (the “Apex Platform”) operated by Salesforce.com Inc. (“Salesforce.com”). The details of Customer’s access to and use of the CLARITI Platform, including the number of authorized Users (defined in Section 4.1), will be specified in the quote(s) or other documentation provided by CLARITI, or its authorized designee, to, or on behalf of, or for the benefit of, the Customer,
from time to time in such form approved by CLARITI (each an “Order”), which are governed by and form part of this Agreement.
1.2 SFDC Agreement. Customer’s access to and use of the Services will depend on the Apex Platform (also referred to as an “Org”), which is operated and controlled solely by Salesforce.com, and is subject to the Customer’s acceptance of the Salesforce.com End User Subscription Agreement, attached hereto as Exhibit “A”, as may be amended by Salesforce.com in accordance with its terms (collectively the “SFDC Agreement”) and which is incorporated by reference as part of this Agreement. By subscribing to the Services and entering into this Agreement, Customer acknowledges and signifies to CLARITI and Salesforce.com that Customer has understood and agreed to the SFDC Agreement. To the extent of any inconsistency or conflict between this Agreement and the SFDC Agreement, then this Agreement will take priority and govern regarding Customer’s access to and use of the CLARITI Platform and the relationship between Customer and CLARITI, and the SFDC Agreements will take priority and govern regarding Customer’s access to and use of the Apex Platform and the relationship between Customer and Salesforce.com.
2. TERM AND SERVICES
2.1 Term of Agreement and Orders. Unless terminated earlier by either party pursuant to this Agreement, this Agreement will
commence on the Effective Date and will remain in effect for the period outlined in the first Order made between the parties (the “Initial Term”).
(1) Continuity of Services. Upon expiration of the Initial Term, CLARITI may continue providing the Services to the Customer for an additional period or periods, as the case may be, and for such lengths, as and to the extent specified in an applicable Order (each, as applicable, an “Extension Period" and collectively together with the Initial Term, the “Term”) under the same terms and conditions set forth in this Agreement and the applicable Order; provided, and without limiting the generality of the foregoing, Customer shall continue to pay or cause to be paid the applicable SAAS Fees related thereto and provided further that Customer provides notice to CLARITI in writing at least 30 days’ prior to the expiration of the Initial Term or then current Extension Period, as the case may be.
2.2 SAAS Services. Subject to the terms and conditions of this Agreement, CLARITI will use commercially reasonable efforts to provide the following services (collectively, the “SAAS Services”) to the Customer during the Term: (a) the CLARITI Platform modules specified in valid and subsisting Orders; and (b) online training and technical support materials for those CLARITI Platform modules.
2.3 Changes to Services. The Customer may request, and CLARITI may in its discretion provide, an upgrade or downgrade in the level of SAAS Services, and the applicable Services may be amended, modified or supplemented pursuant to such request with mutual consent and in a written form satisfactory to CLARITI (a “Change Order”). Change Orders may require changes in the applicable fees payable by the Customer, and any such changes will be specified in the Change Order and payable by the Customer in accordance with the terms of the Change Order. Notwithstanding anything in this Agreement: (a) CLARITI may in its discretion change the Services from time to time, provided such any such change does not diminish the functionality of the Services on which the Customer materially relies; and (b) Salesforce.com may make changes to the Apex Platform that may impact the Services.
2.4 Technical Support Services. CLARITI shall provide technical support to Customer regarding the use and operation of the CLARITI Platform that was configured or developed by CLARITI pursuant to this Agreement. The terms and conditions of including but not limited to support service hours and availability, service levels targets and severity levels are outlined in the CLARITI Technical Support Agreement, attached hereto as Exhibit “B.
3. FEES AND PAYMENT TERMS
3.1 SAAS Fees. As outlined in Agreement No. 11605 (CCS) (as amended, restated, modified, supplemented, or replaced from time to time, the “Prime Contract”) between the City of Santa Monica and Speridian Technologies (“Speridian”), the City will pay the SAAS Fees described in each Order, including, inter alia, $404,788 for the SAAS Services provided by CLARITI pursuant to this Agreement to Speridian during the Initial Term, and Speridian will then compensate CLARITI in full for the SAAS Services provided to Customer including for the Initial Term or any applicable Extension Period. For avoidance of doubt, and notwithstanding anything contrary in this Agreement, Customer will have no obligation to compensate CLARITI under this Agreement.
3.2 Failure of Payment. In the event that any of the Customer’s or Speridian’s payment obligations are overdue and outstanding, or in the event of termination or expiry of the Prime Contract, CLARITI may, in its discretion: (a) terminate this Agreement immediately upon notice to the Customer; and/or (b) suspend its obligations to the Customer relating to the SAAS Services until such time as all amounts due and owing under this Agreement are paid in full.
4. USE OF SAAS SERVICES
4.1 Grant. Subject to the terms and conditions of this Agreement, CLARITI hereby grants to the Customer a limited, non-exclusive, nontransferable, non-sub-licensable right to access and use the SAAS Services during the Term for its internal business purposes through its authorized representatives (each a “User”) with a valid and subsisting account (each an “Account”) and username and password issued by Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 3 CLARITI CLOUD INC.
or on behalf of CLARITI (collectively, “Codes”). Customer will appoint and authorize one or more Users to appoint other Users and administer Customer’s use of the SAAS Services. Customer will not authorize more Users than the number of Users specified in an Order or a Change Order, as applicable. Customer is fully responsible and liable for, and bears all risks relating to, all use of the SAAS Services by Users and all acts or omissions by Users and will ensure that all Users comply with the terms of this Agreement.
4.2 Accounts/Codes. Accounts and Codes are specific to the User for whom they are issued. Customer will ensure that all Users keep their Codes secure and confidential at all times and not permit any other person to use their Account or Codes, and immediately notify CLARITI if they suspect that any Account or Code has become known to or used by any unauthorized person. Customer is responsible for the security of Customer Codes and use of Customer Codes and Customer Accounts. If CLARITI, in its discretion, considers a Code to be insecure or to have been used inappropriately, then CLARITI may immediately cancel the Code without notice to Customer and the affected User.
Codes may not prevent unauthorized access to Customer Data or other information that Customer and Users may use in connection with the SAAS Services. CLARITI is under no obligation to verify the actual identity or authority of the User of any Codes, Accounts or the SAAS Services, and is not responsible or liable for unauthorized access to the SAAS Services or any unauthorized or alteration, theft or destruction of any information contained therein through accident, fraudulent means or devices, or any other method, unless it is the direct result of CLARITI’s gross negligence.
4.3 Admin User License. The SAAS Services require a minimum of one (1) Admin User License to be quoted and purchased by the Customer, in addition to a minimum of one (1) Admin User License to be purchased for every tranche of 50 Platform User Licenses purchased.
4.4 Full Sandbox. The SAAS Services require one (1) full Salesforce sandbox (the “Full Sandbox”) to be quoted and purchased by the Customer for the purposes of receiving ongoing CLARITI Platform updates. The Full Sandbox will be refreshed to match the Salesforce Production Org on a quarterly basis. The Full Sandbox may be used by other parties and for other purposes with the understanding that they are aware and responsible for preserving any of their modifications, as the quarterly sandbox refresh will remove those changes to match the Production Org.
4.5 Customer Community Services. Customer understands that for certain SAAS Services identified as Customer Community or Community Plus Services on an Order or any Change Order (as applicable), if Customer User logins in the applicable Org exceeds the Permitted Number of Monthly Logins (as described in the Order or Change Order) in each of four consecutive calendar months, the Customer will be charged 1.5 times the per-Login price (based on the “Monthly/Unit Price” specified in the Order or Change Order) for each excess Customer User login in such fourth month and in each consecutive month thereafter in which the aggregate number of Customer User logins in the Org exceeds the Permitted Number of Monthly Logins. Such additional fees will be charged to Customer monthly in arrears. Unused logins are forfeited at the end of each month and do not roll over to subsequent months. The beginning and end of each calendar month will conform to U.S. Pacific Time.
4.6 Audit. CLARITI may audit use of SAAS Services through the CLARITI Platform and the Apex Platform. Should any audit reveal any unauthorized use of SAAS Services, Customer agrees to pay to CLARITI, within thirty (30) days of CLARITI's notice of the audit results, CLARITI’S then-current pricing for the applicable SAAS Services showing unauthorized use (taken as a group), beginning with the date of the first violation through the period of unauthorized use (the “True Up Payment”). Upon payment of the True Up Payment, all SAAS Services showing unauthorized use will be converted into compliant SAAS Services and invoiced at CLARITI's then-current list pricing for the remainder of the Term.
4.7 Restrictions. Except as expressly permitted by this Agreement, the Customer will not, nor will it allow any User to, directly or indirectly:
(a) copy, modify or create derivative works or improvements of the SAAS Services; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the SAAS Services to any person; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the SAAS Services or any part thereof; (d) bypass or breach any security measures used by the SAAS Services; (e) input, upload, transmit or otherwise provide to or through the SAAS Services any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, trojan horse, worm, backdoor, malware or other malicious computer code; (f) transmit, or otherwise export the SAAS Services or underlying information or technology; (g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the SAAS Services; (h) remove, delete, alter or obscure any trademarks, specifications, warranties or disclaimers, or any copyright, trade-mark, patent or other intellectual property or proprietary rights notices from the SAAS Services; (i) provide any usernames, passwords or other information which would permit access to the SAAS Services to any person who does not have authorized access from CLARITI; (j) send spam or otherwise duplicative or unsolicited messages prohibited by applicable law; (k) to interfere with or disrupt the integrity or performance of the SAAS Services or the Apex Platform or the data contained therein; or (l) otherwise access or use the SAAS Services beyond the scope of the authorization expressly granted in this Agreement.
5. PROPRIETARY RIGHTS
5.1 Rights Reserved. CLARITI is and will remain the sole and exclusive owner of the Services, the CLARITI Platform and the CLARITI Marks, including without limitation any updates, modifications, customizations or derivative works thereof. Salesforce.com is and will remain the sole and exclusive owner of the Apex Platform and all related content, software and technologies. Except for the rights and licenses expressly granted in this Agreement, neither party grants to the other party any Intellectual Property Rights under this Agreement, and all such rights, title and interests are hereby retained and reserved.
5.2 Feedback. The Customer hereby grants to CLARITI a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer or its Users relating to the Services. For certainty, CLARITI will have no obligation to modify the Services to implement any suggestions, recommendations or other feedback provided by the Customer or its Users. Furthermore, for the purposes of improving the CLARITI Platform:
Access to Personnel. Customer will make available to CLARITI’s authorized representatives the personnel from the Customer’s leadership, IT, and user groups at CLARITI’s request with reasonable notice to provide feedback on the Services in the form of surveys, phone calls, video and face to face meetings.
Integration – Existing Salesforce Apps and Org. For the purposes of improving the Services’ integration into a Customer’s existing Salesforce Org with existing applications, within three (3) months of the initial order of any Services, the Customer or CLARITI partner will refresh the Full Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 4 CLARITI CLOUD INC.
Sandbox provided in Section 3.1(a) to match production, install the applicable Services in the refreshed Org, test business critical processes, resolve any conflicts, and then move CLARITI assets into the production environment. The CLARITI assets will be unconfigured.
6. CONFIDENTIALITY
6.1 Obligation. Receiving Party hereby acknowledges that the Disclosing Party’s Confidential Information is an asset of considerable value, the unauthorized use or disclosure of which would be damaging. Receiving Party will, during and subsequent to the Term: (a) keep the Confidential Information of the Disclosing Party confidential and use such Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement; (b) not directly, or indirectly, without authorization from the Disclosing Party reveal, report, publish, disclose or transfer such Confidential Information to any third party; (c) utilize procedures constituting a high degree of care to maintain the security of such Confidential Information and in no event less than a reasonable standard of care under the circumstances; and (d) disclose such Confidential Information to its employees and contractors, solely on a need-to-know basis as reasonably required under this Agreement, provided that, any access or disclosure to the Disclosing Party’s Confidential Information that is granted by the Receiving Party to its employees and contractors will first require the Receiving Party to enter into a written agreement with each such employee and contractor that contains confidentiality and non-use obligations that are at least as protective as the provisions hereof. For certainty, and notwithstanding the foregoing, Customer acknowledges and agrees that CLARITI may disclose Customer’s Confidential Information to Salesforce.com solely to the extent necessary to provide the Services in accordance with this Agreement.
6.2 Legal Disclosure. If a Receiving Party is required by law or court order to disclose any Confidential Information of the Disclosing Party, such Receiving Party will: (a) first notify the Disclosing Party of same in writing and without delay; and (b) cooperate with the Disclosing Party, and use its own best efforts, to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order.
6.3 Return of Confidential Information. Subject to the terms of this Agreement, Receiving Party will return or irretrievably destroy the Confidential Information of the Disclosing Party within thirty (30) days after such request from the Disclosing Party. If requested by the Disclosing Party, the Receiving Party will provide a statutory declaration certifying the return or destruction (as applicable) within five (5) days thereafter.
6.4 Injunctive Relief. Each party acknowledges and agrees that should it breach its obligations of non-disclosure under this Section 6, the other party may suffer harm which may not be adequately compensated by monetary damages. In such event, the non-breaching party may, in addition to any other remedy available in law or equity, seek specific performance and injunctive or other equitable relief without bond or proof of damages.
7. CUSTOMER DATA
7.1 Ownership of Customer Data. As between CLARITI and the Customer, the Customer is and will remain the sole and exclusive owner of all Customer Data.
7.2 Consent and License of Customer Data. The Services may require that CLARITI and Salesforce.com access, use, process and transmit Customer Data, and certain modules of the SAAS Services or additional functionalities may result in Customer Data being transmitted from the Apex Platform to other computer systems. Customer authorizes and consents to such use of Customer Data by CLARITI and Salesforce.com, and hereby grants to CLARITI and Salesforce.com a non-exclusive, royalty free, world-wide right and license during the Term to access, copy, process and otherwise use Customer Data as may be required to provide and improve the Services, perform CLARITI’s obligations under this Agreement or to create Anonymized Data. For certainty, CLARITI will be the sole and exclusive owner of all Anonymized Data.
7.3 Storage/Return of Customer Data. Customer Data is stored by Salesforce.com in the Apex Platform and is subject to the SFDC Agreements. At any time upon request by Customer during the Term, and within thirty (30) days after the end of the Term, CLARITI will request that Salesforce.com return all Customer Data in the Apex Platform to Customer in accordance with SFDC Agreements. Notwithstanding anything in this Agreement, CLARITI and Salesforce.com are not responsible for the privacy, security or integrity of Customer Data that is transmitted outside the Apex Platform.
7.4 Customer Data Disclaimer. Customer Data will be disclosed to Salesforce.com as a result of the Customer’s use of the SAAS Services.
CLARITI has no control over, or any responsibility for, Salesforce.com’s collection, use, storage or disclosure of Customer Data. Except as otherwise provided in this Agreement, CLARITI makes no representation, warranty, condition or guarantee of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, regarding Customer Data, and disclaims any and all responsibility and liability for Customer Data to the fullest extent permitted by law.
7.5 Data Security. To the extent CLARITI will collect, access, use, store, dispose of, or disclose Confidential Information that constitutes Personal Information, the following provisions will apply. (1) CLARITI 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.
(2) CLARITI shall implement administrative, physical and technical safeguards to ensure security of the Personal 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 27001:2013 – Information Security Management Systems – Requirements and ISO-IEC 27002:2013 – Code of Practice for Information Security Controls), the American Institute of Certified Public Accountants trust principals for security, confidentiality, and availability (SOC 1 and SOC 2), and the Information Technology Library (ITIL) standards. Vendor shall ensure that all such safeguards, including the manner in which such Personal 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. CLARITI shall provide City with copies of: (a) its Data and Server Security Plan (as periodically updated); (b) its Business Continuity/Disaster Recovery Plan (as periodically updated); and (c) its annual SSAE 16 SOC 2 Audit Report, subject to these documents being treated as Confidential Information under the terms of this Agreement. (3) If in the course of this engagement CLARITI has access to or will collect, access, use, store, process, dispose of or disclose credit, debit or other payment cardholder information, CLARITI 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 CLARITI’s sole cost and expense.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 5 CLARITI CLOUD INC.
(4) All employees given access to any Personal Information, must agree to abide by the terms of the Agreement and restrict use of such Personal Information, only for internal business purposes and only as necessary for the execution of the Agreement. (5) CLARITI’s failure to adequately protect such Personal 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 SaaS Provider without further liability or obligation to City.
(6) Upon City’s request, to confirm CLARITI’s compliance with this Agreement, as well as any applicable laws, regulations and industry standards, SaaS Provider 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 CLARITI’s physical or technical environment in relation to all Personal Information being handled and services being provided to City pursuant to this Agreement. CLARITI shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that processes, stores or transports such Personal Information, for City pursuant to this Agreement. City may also request that CLARITI perform a self-audit of all security programs and controls. In addition, upon City’s request, CLARITI shall provide City with the results of any audit performed by or on behalf of CLARITI that assesses the effectiveness of CLARITI’s information security program as relevant to the security and confidentiality of Personal Information, shared during the course of this Agreement.
(7) CLARITI shall ensure all Personal Information, remains within the United States and is not transbordered out of the country without prior written authorization by City, which authorization may be withheld by City in its sole discretion.
7.6 Data Breach. In the event of any Data Breach affecting the Personal Information contemplated under Section 7.5, CLARITI shall promptly notify City and cooperate with any remedial and notification requirements. (1) Provider 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.
(2) Immediately following notification of a Data Breach, CLARITI shall coordinate with City to jointly investigate the incident, and CLARITI 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 Vendor’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. (3) CLARITI shall immediately remedy any Data Breach and, at CLARITI’s sole expense, take all necessary steps to prevent any further Data Breach in accordance with all applicable privacy rights, laws, regulations, and standards. (4) Subject to the requirements of applicable law or any of the CLARITI’s other legal obligations, CLARITI 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 lawCLARITI 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) CLARITI shall fully cooperate in any litigation or other action deemed necessary by the City following any Data Breach.
7.7 Personal Information. For certainty, except as provided in Section 7.2, CLARITI’s processing of Customer Data pursuant to this Agreement will not involve the use of Personal Information.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 Customer. Customer represents, warrants and covenants to CLARITI that now and at all times during the Term: (a) Customer has the right, power, capacity and authority to enter into and perform its obligations under this Agreement and to grant the licenses, authorizations and permissions set forth in this Agreement; (b) the Customer will ensure that it has obtained all necessary consents relating to Customer Data prior to making any such data available under this Agreement; (c) the provision of any Customer Data to CLARITI and the use of such Customer Data by CLARITI for the purposes described in this Agreement does not and will not violate or infringe the rights of any person; (d) all information provided by Customer to CLARITI in an Order or Change Order is true, accurate, current, and complete; and (e) the Customer will have sole responsibility for connectivity between the Customer Systems and the internet and the security of the Customer’s link to the SAAS Services.
8.2 CLARITI. CLARITI represents, warrants and covenants to Customer that now and at all times during the Term: (a) CLARITI has the corporate power, capacity and authority to enter into this Agreement, and (b) the Services will not infringe, or constitute an infringement or misappropriation of, any Intellectual Property Rights of any third party. CLARITI warrants to Customer that it will repair any functionality that was configured or developed by CLARITI pursuant to this Agreement and that has unexpectedly stopped working, all in accordance with the Technical Support Agreement attached as Exhibit B, provided that: (i) defects in functionality can only be diagnosed by CLARITI; (ii) CLARITI is not required to repair any configuration or development performed by a non-CLARITI entity and any functionality related to nonCLARITI payment processing (iii) the Customer is up to date on the latest CLARITI managed package release updates; (iv) the Customer is currently in an active Term and paying for all Services; and (v) Customer agrees (A) that their technical staff or system integrator staff are responsible for performing appropriate due diligence and testing of new CLARITI releases in a sandbox or pre-production environment prior to deploying these releases to the production environment, and (B) CLARITI is not required to repair issues that arise due to not performing appropriate due diligence and testing.
9. TERMINATION AND SUSPENSION
9.1 Termination for Cause. Either party may terminate this Agreement immediately upon notice if the other party fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach. This Agreement will automatically and immediately terminate if Customer’s access to and use of the Apex Platform is prohibited by Salesforce.com.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 6 CLARITI CLOUD INC.
9.2 Effect of Termination. Upon termination or expiry of this Agreement for any reason pursuant to this Agreement: (a) all Orders in effect will immediately terminate; (b) CLARITI will deliver to the Customer a final statement of account and/or invoice for fees and charges accrued up to and including the date of termination or expiry, and Customer will promptly pay all such outstanding fees and charges; and (c) any provision of this Agreement that imposes an obligation after termination or expiry of this Agreement will survive such termination or expiry, including without limitation, Sections: 3, 5, 6, 7 and 9 – 13 (inclusive).
9.3 Suspension of Services. CLARITI may suspend, terminate or limit, in CLARITI’s discretion, Customer’s (or any of its Users’) access to or use of the Services, or any part of it, with reasonable notice in order to: (a) prevent damage to, or degradation of the integrity of, CLARITI Systems or Customer Systems; or (b) comply with any law, regulation, court order or other governmental request or order. CLARITI will use commercially reasonable efforts to notify Customer of any such limitation, suspension or termination action as soon as reasonably practicable.
In the event of a limitation or suspension, CLARITI will restore Customer’s access to the Services when CLARITI determines the event has been resolved. Nothing in this Agreement will limit CLARITI’s right to take any action or invoke remedies or will act as a waiver of CLARITI’s rights in any way with respect to any of the foregoing activities. Unless found to be done in bad faith, no such suspension will be a breach of this Agreement by CLARITI, entitle Customer to a refund or suspension of fees, or give rise to any liability by CLARITI to Customer or any other person.
10. INDEMNITY
10.1 Customer. Customer will defend, indemnify, and save and hold harmless CLARITI and its directors, officers, and personnel from and against all third-party claims, demands, actions, causes of action, damage, loss, suits, proceedings, costs, liabilities, expenses and charges arising from, connected with, or relating to: (a) Customer’s use of the Services and the Apex Platform; or (b) any actual or alleged negligence, willful misconduct or breach of this Agreement by Customer or any other person for whom Customer is under this Agreement or in law responsible. Customer will assist and co-operate as fully as reasonably required by CLARITI in the defence of all third-party claims and thirdparty proceedings.
10.2 CLARITI. CLARITI will defend, indemnify, and save and hold harmless Customer and its personnel and representatives from and against all third-party claims, demands, actions, causes of action, damage, loss, suits, proceedings, costs, liabilities, expenses and charges arising from, connected with, or relating to: (a) any actual gross negligence, willful misconduct or material breach of this Agreement by CLARITI or any other person for whom CLARITI is under this Agreement or in law responsible; or (b) allegations that the Services infringe or misappropriate any Intellectual Property Rights of a third-party, except to the extent resulting from (i) Customer’s modification of the Services, or combination by Customer of the Services with other third-party products or services, if the Services would not have been infringing but for such modification or combination, (ii) Customer’s use of the Services in a manner not authorized herein or for which it was not designed, (iii) Customer’s failure to use an updated, non-infringing version of the applicable intellectual property to the extent Customer was notified that the update cured an infringement, or (iv) changes to the Services made by CLARITI at the direction of the Customer. CLARITI will assist and co-operate as fully as reasonably required by Customer in the defence of all third-party claims and third-party proceedings.
10.3 Possible Infringement. If CLARITI becomes aware of an allegation that the Services infringe a third party’s Intellectual Property Rights, then CLARITI may: (a) obtain the right for the Customer, at CLARITI’S expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement for the Services to the Customer; or (c) modify the Services so that they no longer infringe such third party’s Intellectual Property Rights.
11. DISCLAIMER
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SAAS SERVICES AND THE CLARITI PLATFORM ARE PROVIDED “AS-IS”, AND CLARITI HEREBY DISCLAIMS ANY AND ALL GUARANTEES, REPRESENTATIONS, CONDITIONS AND WARRANTIES
REGARDING THE SAAS SERVICES AND THE CLARITI PLATFORM, WHETHER IMPLIED OR STATUTORY, ORAL OR OTHERWISE, ARISING UNDER ANY
LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY GUARANTEES, REPRESENTATIONS, CONDITIONS AND WARRANTIES WITH RESPECT TO ACCURACY; CAPACITY; COMPLETENESS; DELAYS; DURABILITY; SECURITY; FITNESS FOR A PARTICULAR PURPOSE; LACK OF VIRUSES OR OTHER HARMFUL COMPONENT, ERRORS, INTERRUPTED SERVICE; MERCHANTABILITY; NON-INFRINGEMENT; PERFORMANCE; QUALITY; RESULTS; SUITABILITY; TIMELINESS; TITLE; OR WORKMANLIKE EFFORT. THE SERVICES AND THE APEX PLATFORM MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND CLARITI’S CONTROL. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ACCESS AND USE OF THE SERVICES IS AT THE CUSTOMER’S SOLE RISK.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, CLARITI HEREBY DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE IN CONNECTION WITH
THIRD-PARTY SOFTWARE OR MATERIALS AND THEIR USE OR INCLUSION IN OR WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE APEX PLATFORM AND SALESFORCE.COM, AND ANY CHANGES MADE BY SALESFORCE.COM TO THE APEX PLATFORM THAT MAY IMPACT THE SERVICES.
THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
12. LIABILITY LIMITATION
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, CLARITI’S MAXIMUM LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT OF SAAS FEES PAID BY THE CUSTOMER TO CLARITI DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, CLARITI WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS,
GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY,
OR IN TORT, AND EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE CUSTOMER HEREBY RELEASES CLARITI OF SAME. IN ANY EVENT, CLARITI’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED ONLY TO DIRECT, VERIFIABLE DAMAGES ARISING FROM CLARITI’S MATERIAL NON-FULFILMENT OR BREACH OF ANY WARRANTY OR COVENANT, OR ANY MATERIAL MISREPRESENTATION, EXPRESSLY PROVIDED UNDER THIS AGREEMENT.
THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
13. GENERAL
13.1 Entire Agreement. This Agreement, which includes: (a) each Order; (b) any Change Order; and (c) the SFDC Agreement; constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 7 CLARITI CLOUD INC.
contemporaneous agreement. Unless otherwise expressly provided by this Agreement, to the extent of any conflict, the following order of precedence will apply: (1) this Agreement; (2) a Change Order; (3) an Order; and (4) subject to Section 1.2, the SFDC Agreements.
13.2 Interpretation. Headings in this Agreement are for convenience of reference only. Any rules of construction relating to interpretation against the drafter of an agreement will not apply to this Agreement. The word “including” (or includes) and words to the same or similar effect will be interpreted to mean “including without limitation” (or includes without limitation). Words importing the singular number only include the plural and vice versa. Words importing either gender include both genders. Except as expressly set forth in this Agreement, the parties’ respective rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which the parties may be lawfully entitled under this Agreement or at law or equity, and the parties will be entitled to pursue all of their respective rights and remedies concurrently, consecutively and alternatively.
13.3 Assignment and Enurement. Customer may not assign this Agreement without CLARITI’s prior written consent, which consent may be withheld in CLARITI’s discretion. CLARITI may assign all or any portion of its rights and interests under the Agreement in its discretion without consent of the Customer. Users are not parties to or beneficiaries of this Agreement. The provisions of this Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
13.4 Publicity. CLARITI may reference Customer in CLARITI’s advertising and promotional activities and materials and may list Customer in any listing or directory of CLARITI customers. Upon request by CLARITI, Customer may, but will have no obligation to, provide CLARITI with Customer’s trademark or logos for use in such promotional materials, lists and directories.
13.5 Waiver and Amendment. Except as expressly provided herein, no modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by the parties hereto. No failure or delay by a party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, will operate as a waiver of any such right, power or remedy.
13.6 Governing Law. If the Customer’s address provided in the signature block of this Agreement is: (a) in Canada or the United States, then this Agreement will be governed by the laws of the Customer’s province or state and the federal laws applicable therein, and the parties will exclusively submit to such jurisdiction; and (b) outside of Canada and the United States, then this Agreement will be governed by the laws of the province of British Columbia and the federal laws of Canada applicable therein, and the parties will exclusively submit to the jurisdiction of British Columbia. Notwithstanding the foregoing, each party will be entitled to seek injunctive or other equitable relief in any jurisdiction with a reasonable connection to the subject matter of this Agreement.
13.7 Force Majeure. Notwithstanding any other provision of this Agreement, CLARITI will not be liable to Customer for any delay in performing or failure to perform any of its obligations under this Agreement to the extent performance is delayed or prevented due to any cause or causes that are beyond CLARITI’s reasonable control. Any delay or failure of this kind will not be deemed to be a breach of this Agreement by CLARITI, and the time for CLARITI’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
13.8 Notices. CLARITI may deliver Orders, invoices and other notices to Customer by email, facsimile, or delivery to the addresses on record in CLARITI’s Customer file. Customer will give all notices to CLARITI under this Agreement in writing delivered by courier, by email, or by facsimile transmission to CLARITI’s current address for delivery specified on in the signature block of this Agreement, as may be updated from time to time with notice.
13.9 Currency. All monetary amounts under this Agreement are in the currency of the United States, except where expressly provided otherwise.
13.10 Independent Contractors. The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither party will have any right, power or authority to create any obligation or responsibility on behalf of the other.
13.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
13.12 Insurance. Prior to commencing work, SaaS Provider must procure, maintain and pay for insurance against claims for injuries to third party persons or damage to third party property that may arise as a direct result of Saas Provider’s performance of the Services or by performance of the Services by Vendor’s agents, representatives, employees or subconsultants for the duration of this Agreement. SaaS Provider must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
13.13 Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Agreement. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature)..
14. DEFINITIONS
“Anonymized Data” means Customer Data which has been stripped, manipulated or combined to provide generalized anonymous information that cannot be reverse-engineered to identify the Customer or identify an individual. “CLARITI Marks” means CLARITI™, CLARITI CLOUD INC.™ and related logos and marks of CLARITI. “CLARITI Systems” means the information technology infrastructure used by or on behalf of CLARITI in performing the Services, including all computers, software, hardware, databases, electronic systems and networks. “Confidential Information” means information that is not generally known to the public or that otherwise constitutes a trade secret under applicable law, including without limitation, technical information, know-how, technology, software applications and code, prototypes, ideas, inventions, methods, improvements, data, files, information relating to customer identities and other customer information; provided that, Confidential Information does not Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D 8 CLARITI CLOUD INC.
include any of the foregoing information that Receiving Party can demonstrate: (i) has entered into the public domain through no wrongful act or breach of any obligation of confidentiality by the Receiving Party; (ii) was in the lawful knowledge and possession of, or was independently developed by, the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party hereunder as evidenced by written records; (iii) was rightfully received by Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (iv) was approved in writing for release by the Disclosing Party. Confidential Information includes such information that was disclosed by the Disclosing Party to the Receiving Party prior to the Effective Date.
“Customer Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly, from the Customer or a User by or through the Services. “Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), networks and internet connectivity. “Disclosing Party” means the party who discloses or otherwise divulges Confidential Information to the other party. “Intellectual Property Rights” means any and all right, title and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of publicity and similar rights of any type, continuations, or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory, or judicial authority. “Personal Information” means information about an identifiable individual within the meaning of the Personal Information Protection Act (British Columbia). “Receiving Party” means the party who receives or otherwise obtains Confidential Information from the Disclosing Party or from the Disclosing Party’s employees, agents, representatives, consultants, customers, contractors or suppliers. “Services” means the SAAS Services.
***
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have duly executed this Agreement.
CLARITI CLOUD INC.
By
_____________________________________________________________________________________ Authorized Signatory Date
_____________________________________________________________________________________ Name Title
Email for Notice:
CUSTOMER:
By
____________________________________________________________________________________ Authorized Signatory Date
_____________________________________________________________________________________ Name Title
Customer’s
Address
Mailing Address:
Fax Email
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D EXHIBIT “A”
SALESFORCE.COM END USER SUBSCRIPTION AGREEMENT
FOR PLATFORM EMBEDDED EDITION OEM SERVICES SUBSCRIPTIONS This governs the Customer’s access to and use of the Apex Platform and related services provided by Salesforce.com. This SFDC Agreement exempts Salesforce.com and other persons from liability or limits their liability and contains other important provisions that Customer should read. By signing the CLARITI Software Agreement, Customer acknowledges and signifies that it has read, understood, and agreed to this SFDC Agreement. If Customer does not accept and agree to this Agreement, Customer may not access or use the Apex Platform.
Definitions.
In this Agreement:
“Addendum Services” mean the Platform, to the extent that it is hosted on the Public Cloud Infrastructure. “Addendum Services” exclude, without limitation, any professional services, the CLARITI Application, applications listed on the AppExchange, and other third party applications and services.
“AppExchange” means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites. “CLARITI” means Clariti Cloud Inc.
“CLARITI Application” means the proprietary, modular, web-based software solution produced by Clariti Cloud Inc. “Documentation” means the Trust and Compliance documentation for the Platform, and its usage guides and policies, as updated from time to time, accessible via help.salesforce.com or login to the applicable Addendum Service. “Org” means a separate set of Your Data and SFDC product customizations held by SFDC in a logically separated database (i.e., a database segregated through password-controlled access).
“Platform” means the online, Web-based platform service provided by SFDC to CLARITI in connection with CLARITI’s provision of the CLARITI Application to You.
“SFDC Service” means the online, Web-based application and platform service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications.
“SFDC” means salesforce.com.
“Users” means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service subject to the terms of this SFDC Agreement as a result of a subscription to the CLARITI Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by Salesforce.com or CLARITI at Your request). “You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the CLARITI Application subject to the conditions of this SFDC Service Agreement, together with any other terms required by CLARITI. “Your Data” means all electronic data or information submitted by You as and to the extent it resides in the Service.
Use of Service.
Each User subscription to the CLARITI Application shall entitle one User to use the Service via the CLARITI Application, subject to the terms of this SFDC Service Agreement, together with any other terms required by CLARITI. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service or to use it in connection with applications other than the CLARITI Application. If You wish to use the SFDC Service or any of its functionalities or services, to use another application other than the CLARITI Application, or to create or use additional custom objects beyond those which appear in the CLARITI Application in the form that it has been provided to You by CLARITI, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the CLARITI Application provides You with access to the SFDC Service generally or access to any SFDC Service functionality within it that is in excess to the functionality described in the CLARITI Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access and use such functionality, and You agree that Your use of such functionality, Your use of applications other than the CLARITI Application, or Your creation or use of additional custom objects in the CLARITI Application beyond that which appears in the CLARITI Application in the form that it has been provided to You by CLARITI, would be a material breach of this Agreement.
Notwithstanding any access You may have to the Platform or the SFDC Service via the CLARITI Application, CLARITI is the sole provider of the CLARITI Application and You are entering into a contractual relationship solely with CLARITI. In the event that CLARITI ceases operations or otherwise ceases or fails to provide the CLARITI Application, SFDC has no obligation to provide the CLARITI Application or to refund You any fees paid by You to CLARITI.
You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service, and shall notify CLARITI or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Platform and the SFDC Service.
You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to any third Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (y) interfere with or disrupt the integrity or performance of the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or the SFDC Service or its related systems or networks.
You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the Platform or the SFDC Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or the SFDC Service.
Use of Addendum Services. Customer will be responsible for Users’ compliance with this Addendum, the Documentation and the order form between CLARITI and Customer, and will comply with terms of service of any Third Party Applications with which Customer uses Addendum Services. Customer will not: (i) make the Addendum Services available to, or use the Addendum Services for the benefit of, anyone other than Customer or Users, unless expressly stated otherwise in the Documentation, (ii) sell, resell, license, sublicense, distribute, make available, rent or lease the Addendum Services, or include the Addendum Services in a service bureau or outsourcing offering, (iii) use the Addendum Services or Third Party Applications to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Addendum Services or any Third Party Applications to store or transmit Malicious Code, (v) interfere with or disrupt the integrity or performance of the Addendum Services or third-party data contained therein, (vi) attempt to gain unauthorized access to the Addendum Services or its related systems or network, (vii) permit direct or indirect access to or use of the Addendum Services in a way that circumvents a contractual usage limit, or use any Addendum Services to access or use any SFDC intellectual property except as permitted under this Addendum or the Documentation, (viii) copy the Addendum Services or any part, feature, function or user interface thereof, (ix) frame or mirror any part of any Addendum Services, other than framing on Customer’s own intranets or otherwise for its own internal business purposes, or as permitted in the Documentation, (x) reverse engineer the Addendum Services (to the extent such restriction is permitted by law), or (xi) access any Addendum Services in order to build a competitive product or service or to benchmark with a non-SFDC product or service. Customer’s or a User’s intentional violation of the foregoing, or any use of the Addendum Services in breach of the SFDC Service Agreement , Documentation or the order form between CLARITI and Customer, by Customer or Users that in SFDC’s judgment imminently threatens the security, integrity or availability of SFDC’s services, may result in SFDC’s immediate suspension of the Addendum Services. SFDC will use commercially reasonable efforts under the circumstances to provide Customer with an opportunity to remedy such violation or threat prior to any such suspension. Customer may only submit to the Addendum Services, and use the Addendum Services to collect, store and/or process, Customer Data in a manner that is permitted in the applicable Documentation and by applicable laws and government regulations.
External-Facing Services. If You subscribes to any Addendum Services for sending electronic messages or for the creation and hosting of, or for posting content on, external-facing websites, such use is subject to SFDC’s External-Facing Services Policy at http://www.salesforce.com/company/legal/agreements.jsp, as may be applicable to an Addendum Service and You are solely responsible for complying with applicable law in Your use of any cookies or other tracking technologies.
Third-Party Providers. CLARITI and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of AppExchange applications, offer products and services related to the Platform, the SFDC Service, and/or the CLARITI Application, including implementation, customization and other consulting services related to customers’ use of the Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the Platform, SFDC Service, and/or the CLARITI Application, such as by exchanging data with the Platform, the SFDC Service, and/or the CLARITI Application, or by offering additional functionality within the user interface of the Platform, the SFDC Service, and/or the CLARITI Application through use of the Platform and/or SFDC Service’s application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the CLARITI Application or any other product or service of CLARITI, whether or not such products or services are designated by SFDC as “certified,” “validated” or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but not limited to the CLARITI Application, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the CLARITI Application is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Platform or SFDC Service) may be offered by SFDC or CLARITI to You, for an additional fee, on a passthrough or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement.
Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this SFDC Service Agreement. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement.
Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Platform and/or the SFDC Service.
Suspension and Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of CLARITI’s agreement with SFDC pursuant to which CLARITI is providing the Platform as part of the CLARITI Application to You, and/or (c) a breach by CLARITI of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with this SFDC Service Agreement. If You use the CLARITI Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the CLARITI Application (a “Shared org”), CLARITI shall be solely responsible for provisioning the CLARITI Application to You. With respect to any Shared org, You acknowledge and understand that (i) access to such Org, including the CLARITI Application used in connection with such Org, may be Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
Subscriptions Non-Cancelable. Subscriptions for the Platform and the SFDC Service are non- cancelable during a subscription term, unless otherwise specified in Your agreement with CLARITI.
Data Storage. The Platform and SFDC Service includes a certain cumulative amount of storage per User subscription for no additional charge.
Contact CLARITI for additional information. Additional storage may be available for purchase from the CLARITI.
No Warranty. SFDC MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE CLARITI Application, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SFDC
DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE CLARITI Application, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, SFDC DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED
TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER
CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Further Contact. SFDC may contact You regarding new SFDC service features and offerings.
Google Programs and Services. Platform or SFDC Service features that interoperate with Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Platform and the SFDC Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms to SFDC, SFDC may cease providing such features without entitling You or CLARITI to any refund, credit, or other compensation.
Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and CLARITI solely as it relates to this SFDC Service Agreement.
Org Migration. Migration of an Org to the Public Cloud Infrastructure will require planned downtime, during which it may be completely unavailable for use. Any existing service level agreement regarding the Addendum Services will not apply during an Org migration, however the parties will cooperate to minimize the impact of such downtime. SFDC will alert CLARITI and/or Customer to actions Customer must take prior to the Org migration, such as updating hard-coded references, as further described at this link. Migration of an Org to the Public Cloud Infrastructure is subject to availability on a quarterly basis, and the parties will cooperate reasonably to schedule such migration.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D Exhibit G
Insurance Requirements
Speridian 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 Speridian, 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. 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).
3. 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 and obligations undertaken by Speridian 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 Speridian.
If Speridian 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 Speridian. 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 Speridian 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 Speridian’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, Speridian’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 Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D excess of Speridian’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: Speridian hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Speridian may acquire against the City of Santa Monica by virtue of payment of any loss. Speridian 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 Speridian 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.
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, Speridian must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Speridian 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 Speridian’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 Speridian, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of agreement. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from Speridian 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 Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D notice to Speridian, the City may deduct from sums due to Speridian any premium costs advanced by the City for such insurance.
Subcontractors
Speridian 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 Speridian does not have employees.
Speridian must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
Docusign Envelope ID: 0DC1B09A-5BFD-4AB5-BFE0-A40E4872C87D