HomeMy WebLinkAboutStaff Report 4312
City of Palo Alto (ID # 4312)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/16/2013
City of Palo Alto Page 1
Summary Title: Contract with Finite Matters Ltd. for Budget Document
Publication Software
Title: Approval of a Contract with Finite Matters Ltd. For Budget Document
Publication Software at a Cost Not to Exceed $221,330
From: City Manager
Lead Department: Administrative Services
Recommendation
Staff recommends that Council approve and authorize the City Manager or his designee to execute the
attached three-year contract with Finite Matters Ltd. (Attachment A) in an amount not to exceed
$221,330 to replace and purchase budget document publication software for the operating and capital
budget documents.
Executive Summary
The Office of Management and Budget (OMB) requires a software tool that compiles financial data, text,
and graphics into the final capital budget document and operating budget document. This software tool
will support OMB in delivering these documents to the Council in a timely basis and continue to provide
Council with documents that are visually appealing.
Background
For more than a decade, the OMB has used Component Publisher software from Aleuron Systems.
Aleuron Systems no longer provides support for its Component Publisher software and the company is
no longer in existence. This has required staff to search for an alternate software solution that compiles
financial data, manages and automatically formats text, and incorporates graphics throughout the
document.
Discussion
Project Description
The City’s annual budget process starts in the preceding fall for the forthcoming fiscal year. The annual
proposed budget documents are released to the City Council in late April. To ensure a smooth and
City of Palo Alto Page 2
timely publication of the FY 2015 proposed budget documents, implementation of the new budget
document publication software needs to be complete by mid-February 2014.
The software allows OMB and department staff to input/edit text for narrative, financial, and
performance measurement information in the budget documents; queries financial data to
automatically compile and tabulate financial tables; allows OMB staff to manage, change, and edit
financial mapping, text, graphics, and photos; and produce high-quality, bookmarked PDF budget
documents for viewing on the City’s website.
Request for Proposal (RFP) Process
On September 20, 2013, a notice inviting professional services proposals for the Budget Document
Publication Software RPF was posted on the City’s website and sent to three known document
publication software companies. The proposal period was 19 working days. Proposals were received
from three companies on October 18, 2013.
The selection committee comprised of City Staff from the OMB and Utilities Department. The committee
reviewed all bids submitted and scored on a variety of technical requirements, cost to the City, and
references. Proposals ranged in price from $79,340 to $160,909. The top two companies were invited to
demonstrate their products on November 18, 2013. Although Finite Matters Ltd. was the highest priced
proposal, after careful analysis, incorporating feedback from staff, and contract/pricing negotiation, the
committee selected Finite Matters Ltd. as the most technically qualified professional firm that has
submitted the most advantageous proposal to the City.
Finite Matters Ltd. has successfully provided database publishing system implementation and support to
a wide variety of customers, including many Federal, state, county and local government agencies. The
contract is for three years and provides additional support for setting up and publishing the final
adopted operating budget document, training, and configuring the operating and capital budgets with
the forthcoming new budgeting system.
Resource Impact
Ongoing funding for the software, support, licensing, and maintenance cost is available and
appropriated in the in the City’s Technology Fund. The contract is for three years and the cost is spread
as follows:
FY 2014: $113,132.50 (implementation cost, first year license, travel/training)
FY 2015: $89,552.50 (operating budget document set up, capital budget document set up,
annual software maintenance, travel/training)
FY 2016: $18,645 (annual software maintenance, operating and capital budget document
publishing support)
City of Palo Alto Page 3
Environmental Review
The approval of this contract is not a project under the California Environmental Quality Act (CEQA).
Attachments:
Attachment A: City of Palo Alto Contract No. C14151788 Agreement between the City of
Palo Alto and Finite Matters Ltd. for Professional Services (PDF)
DRAFT
Professional Services
Rev. Nov. 1, 2011
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CITY OF PALO ALTO CONTRACT NO. C14151788
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND FINITE MATTERS LTD.
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 16 day of December, 2013, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”),
and FINITE MATTERS LTD., a Virginia corporation, located at 3064 River Road West,
Goochland, Virginia, 23063, Telephone (804) 556-1180 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to replace existing budget document publishing software (“Project”) and
desires to engage a consultant to provide software and services in connection with the Project
(“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from December 16, 2013 through December 15, 2016 unless
terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a
part of this Agreement. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt
and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
Attachment A
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Professional Services
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CONSULTANT. Conditions or events beyond the control of CONSULTANT may jeopardize the
proposed schedule specified in this Agreement or Exhibit “B” hereto. CONSULTANT shall not be
responsible for delays in delivery beyond CONSULTANT’s control. Examples of conditions or
events beyond CONSULTANT’s control include a change in CITY’s personnel working on the
project or an inability to access CITY’s personnel and information.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both payment
for professional services and reimbursable expenses, shall not exceed Two Hundred Twenty One
Thousand Three Hundred Thirty Dollars ($221,330.00). The applicable rates and schedule of
payment are set out in Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to
and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and reimbursable
expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable,
the invoice shall also describe the percentage of completion of each task. The information in
CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall
send all invoices to the City’s project manager at the address specified in Section 13 below. The City
will pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE; DISCLAIMERS. All of the
Services shall be performed by CONSULTANT or under CONSULTANT’s supervision.
CONSULTANT represents that it possesses the professional and technical personnel necessary to
perform the Services required by this Agreement and that the personnel have sufficient skill and
experience to perform the Services assigned to them. CONSULTANT represents that it, its
employees and subconsultants, if permitted, have and shall maintain during the term of this
Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are
legally required to perform the Services.
All of the services to be furnished by CONSULTANT under this Agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances. In the event of any error, omission, or other professional negligence, or any
breach of the above warranty, the sole and exclusive responsibility of CONSULTANT will be to re-
perform the deficient services at its own expense and CONSULTANT will have no other liability
whatsoever.
Attachment A
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Professional Services
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CONSULTANT will not be responsible for any error, omission, or other professional negligence, or
any breach of warranty by any other third party software or operating system. The foregoing
warranties are in lieu of all other warranties, express or implied, including without limitation the
implied warranties of merchantability and fitness for a particular purpose. Notwithstanding anything
to the contrary contained herein, consultant shall not, under any circumstances, be liable to city for
consequential, incidental, indirect or special damages, including without limitation damages arising
out of or related to any malfunctions, delays, loss of data, loss of profit, interruption of service, or
loss of business or anticipatory profits, even if consultant or consultant’s authorized representative
has been apprised of the likelihood of such damages occurring.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perform
Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the Work Product (as hereinafter defined) submitted to CITY,
provided CITY gives notice to CONSULTANT. This obligation shall survive termination of the
Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY’s stated construction budget, CONSULTANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations
hereunder without the prior written consent of the city manager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the
work to be performed under this Agreement without the prior written authorization of the city
manager or designee.
Attachment A
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CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Tony Luca as the
Project Manager to have supervisory responsibility for the performance, progress, and execution of
the Services and to represent CONSULTANT during the day-to-day work on the Project. If
circumstances cause the substitution of the project director, project coordinator, or any other key
personnel for any reason, the appointment of a substitute project director and the assignment of any
key new or replacement personnel will be subject to the prior written approval of the CITY’s project
manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do
not perform the Services in an acceptable manner, are uncooperative, or present a threat to the
adequate or timely completion of the Project or a threat to the safety of persons or property.
The City’s project manager is Christine Paras, Administrative Services Department, 250 Hamilton
Avenue, Palo Alto, CA 94303, Telephone: (650) 329-2450. The project manager will be
CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all configuration files, templates, writings, drawings, plans, reports,
specifications, calculations, documents, other materials and copyright interests developed under this
Agreement (the “Work Product”) shall be and remain the exclusive property of CITY without
restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from
creation of the Work Product pursuant to this Agreement shall be vested in CITY, and
CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights
in the Work Product in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall
make any of such Work Product available to any individual or organization without the prior
written approval of the City Manager or designee. CONSULTANT makes no representation of the
suitability of the Work Product for use in or application to circumstances not contemplated by the
scope of work. Nothing in this Agreement is intended to grant to CITY any rights in any of
CONSULTANT’s proprietary computer software programs or any derivatives thereof, including
without limitation the software commonly known as PatternStream® (such software programs and
derivatives, collectively, the “Software”); CITY’s use of the Software is subject to a separate
Software License Agreement entered into between the parties. CITY understands that the Software
and associated technologies and services are proprietary to CONSULTANT and shall remain
proprietary to CONSULTANT notwithstanding anything to the contrary contained herein. CITY
agrees not to resell licensed Software and to comply with the full terms of the Software License
Agreement accompanying the Software.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time,
upon reasonable prior notice, during the term of this Agreement and for three (3) years thereafter,
Attachment A
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CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT
further agrees to maintain and retain such records for at least three (3) years after the expiration or
earlier termination of this Agreement.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed
professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of
any nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
[Option B applies to any consultant who does not qualify as a design professional as defined
in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of
any nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not
be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of
any subsequent breach or violation of the same or of any other term, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full
Attachment A
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force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D".
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. City Manager may suspend the performance of the Services, in whole or in
part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will promptly
discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall promptly
deliver to the City Manager any and all copies of Work Product, whether or not completed,
prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its
contractors, if any, in connection with this Agreement. Such Work Product will become the
property of CITY pursuant to Section 14 above.
Attachment A
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19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct benefit to CITY as such determination
may be made by the City Manager acting in the reasonable exercise of his/her discretion. The
following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,
20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial interest under this Agreement is an officer
or employee of CITY; this provision will be interpreted in accordance with the applicable provisions
of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
Attachment A
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SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the City’s Environmentally Preferred
Purchasing policies which are available at the City’s Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City’s Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum of 30% or greater post-consumer content paper, unless otherwise approved
by the City’s Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of 30% or greater post-consumer material and
printed with vegetable based inks.
Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a)
at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the
fiscal year and funds for this Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
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25.2. In the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will be
deemed to be a part of this Agreement.
25.8 If, pursuant to this Agreement, CITY shares with CONSULTANT
personal information as defined in California Civil Code section 1798.81.5(d) about a California
resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate
security procedures to protect that Personal Information, and shall promptly inform CITY upon
learning that there has been a breach in the security of the system or in the security of the
Personal Information. CONSULTANT shall not use Personal Information for direct marketing
purposes without CITY’s express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 Each party hereto represents and warrants that the individuals executing this
Agreement on its behalf have the legal capacity and authority to do so.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
SECTION 26. PROPRIETARY OR CONFIDENTIAL INFORMATION.
Attachment A
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26.1 Of CITY. CONSULTANT understands and agrees that, in the performance of
the work or services under this Agreement or in contemplation thereof, CONSULTANT may have
access to private or confidential information which may be owned or controlled by CITY and that
such information may contain proprietary or confidential details, the disclosure of which to third
parties may be damaging to CITY. CONSULTANT agrees that all such information disclosed by
CITY to CONSULTANT shall be held in confidence and used only in performance of the
Agreement. CONSULTANT shall exercise the same standard of care to protect such information as
a reasonably prudent contractor would use to protect its own proprietary data.
26.2 Of CONSULTANT. CITY understands and agrees that, in CONSULTANT’s
performance of the work or services under this Agreement or in contemplation thereof, CITY may
have access to private or confidential information which may be owned or controlled by
CONSULTANT and that such information may contain proprietary or confidential details, the
disclosure of which to third parties may be damaging to CONSULTANT. CITY agrees that, subject
to applicable law to the contrary, all information disclosed by CONSULTANT to CITY shall be held
in confidence and used only in performance of the Agreement. CITY shall exercise the same
standard of care to protect such information as it would use to protect its own proprietary data.
26.3 Exclusions. Notwithstanding the foregoing, this Section 26 shall not apply to
information of either party which (i) is in the public domain; (ii) is known and can be shown to be
known by the other party prior to disclosure; (iii) becomes part of the public domain by publication
or otherwise and is not the result of any unauthorized act or omission on the part of the other party;
or (iv) can be demonstrated to have been supplied to the other party by a third party who is under no
obligation to maintain such information in confidence.
Attachment A
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Professional Services
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IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
Senior Asst. City Attorney
FINITE MATTERS LTD.
By:___________________________
Name:_________________________
Title:________________________
Attachments:
EXHIBIT “A”: SCOPE OF WORK
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”: SOFTWARE AS A SERVICE SECURITY AND PRIVACY
TERMS AND CONDITIONS
Attachment A
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Professional Services
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EXHIBIT “A”
SCOPE OF SERVICES
Consultant shall provide professional services for replacement of CITY’s existing budget document
publishing software for the operating and capital budget documents. CONSULTANT shall provide the
following:
Document Publishing
Requirement Classification Vendor Response
Allows multiple users to input and edit text, financial, or performance
information (e.g.: paragraph, tables, graphs) and maintain version
control of document components
Mandatory PADS satisfies this require-
ment.
Ability to check spelling Mandatory PADS satisfies this
requirement using its and
FrameMaker spell checker.
Ability to check grammar Desired A third party add-on to
FrameMaker enables this
function.
Review and edit text via web or tablet Desired PADS version 2.0 enables
mobile device authoring and
editing.
Query financial data from a data set (text file) to tabulate financial
tables in document
Mandatory PADS enables a wide range
of data to be published into
documents including text
files.
Interface with SAP to query financial data and tabulate data into
financial tables in the document
Required PADS satisfies this require-
ment.
Allows Office of Management & Budget (OMB) staff to control, edit,
and make changes to fund, cost center, and general ledger account
mapping and tabulation in the document. If OMB staff is not able to
control this feature, adequate resources and responsiveness is
mandatory from vendor (please itemize the per hour rate for the
Required With training, the OMB staff
can make changes to the
publishing system.
CONSULTANT support is
available in the event
assistance is required.
Ability to easily edit, integrate, and format custom Excel charts, graphs,
and tables into document
Mandatory PADS satisfies this require-
ment.
Flexibility and ability to add or remove sections or pages Mandatory PADS satisfies this require-
ment.
Insert photos for capital projects and various other department
sections in budget documents.
Mandatory PADS satisfies this require-
ment.
Publish sections of the document to PDF for dissemination to reviewers Required PADS satisfies this require-
ment.
Automatically compile and paginate document and build the table of
contents
Mandatory PADS satisfies this require-
ment.
Produce high-quality, bookmarked PDF for printing and viewing on the
City’s website
Mandatory PADS satisfies this require-
ment.
Ability to manage text, data, and publishing components for multiple
documents (operating budget, capital budget, municipal fee schedule,
long range financial forecast, and others).
Mandatory PADS satisfies this require-
ment.
Attachment A
DRAFT
Training
Requirement Classification Vendor Response
Vendor or partner/preferred vendor can provide system functional
training to users and system administrator(s).
Mandatory CONSULTANT provides
training services as part of its
offering.
Provide functional training documentation for end-users and
administrators.
Required CONSULTANT provides
Pattern- Stream
documentation.
Implementation Management
Requirement Classification Vendor Response
Use City’s existing Adobe FrameMaker and Excel templates to use in
new publishing software or Convert existing Adobe FrameMaker and
Excel templates to required format for new software. Please specify in
your response.
Desired PADS integrates with
FrameMaker and can acquire
information from Excel
spreadsheets.
Integrate OMB staff edits to existing templates and master pages into
new documents.
Mandatory This will be done as part of
the development process.
Non-Functional Requirements
The RFP specifies a number of non-functional requirements that are mandatory, required, and desired
features of the proposed system. The following is CONSULTANT’s response to the non-functional
requirements.
Cloud Computing
Requirement Classification Vendor Response
Infrastructure and data is housed by cloud service provider to ensure
the system proposed is aligned to CITY’s IT cloud-first strategy
Desired The system database and
application can be housed in
the cloud environment. The
FrameMaker Server license
however contains limitations
as part of the system.
Maintainability
Requirement Classification Vendor Response
System upgrades are fully maintained and managed by vendor Required CONSULTANT provides non-periodic
updates to its software based
on the annual maintenance.
System is “off the shelf” solution and does not require custom
development/coding by the vendor or CITY
Required PADS and PatternStream are
off-the-shelf applications
that do not require custom
development or coding. They
do require publishing project
setup.
CITY should be able to configure the system with appropriate access
privileges
Required The proposed applications
are completely configurable
by the licensee.
Attachment A
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System Compatibility
Requirement Classification Vendor Response
Windows 7 Mandatory PADS satisfies this
requirement.
Microsoft Office 2007 or higher (Word, Excel) Required PADS satisfies this
requirement.
Internet Explorer version 9, Google Chrome Desired PADS satisfies this
requirement.
iOS Desired PADS satisfies this
requirement because it
works in a browser.
PatternStream operates with
VM in iOS.
Portability
Requirement Classification Vendor Response
HTML5 (or has one of these features on product roadmap) Desired The native PADS file for-
mat is XML which can be
converted to HTML5 as
needed.
Responsive web design for flexible and fluid layouts that adapt to
almost any screen
Desired The screen layout is con-
trolled by the associated
CSS and can be modified as
necessary.
Use on mobile devices, tablets, and smartphones Desired PADS satisfies this require-
ment.
Support
Requirement Classification Vendor Response
Technical and problem investigation support on an ongoing basis by
the vendor or partner vendor
Required CONSULTANT provides support for all
application customers on a
regular basis.
Provide a desktop publishing resource to publish final documents in
the spring and early summer. Compile the various document
components, paginate, review and edit formatting and document
appearance, compile table of contents, publish final document PDF for
printing and web viewing
Required CONSULTANT shall supports the first publishing cycle of documents by public sector clients and will include that service in this agreement.
Development of budget document templates and text and format
changes that need to be made to the final document
Mandatory CONSULTANT has experienced FrameMaker and budget & CIP document publishing experts that can be applied to ensuring a good presentation.
Assistance with trouble shooting financial mapping or other desktop
publishing issues
Mandatory CONSULTANT has provided assistance to a wide range customers including government document publishers.
Attachment A
DRAFT
Service Level Agreement
Requirement Classification Vendor Response
Half-day response time for reported issues during normal business
hours; vendor response within 1 hour of notification during normal
business hours (March, April, May).
Mandatory CONSULTANT has a
record of rapid response to
public sector clients during
the publishing schedule
including the March through
May time frame.
Vendor staff availability during regular business hours. Expanded
availability (includes weekends and later evenings) during budget
season (March, April, May) to assist with reported issues.
Required CONSULTANT supports
public sector clients during
the publishing schedule as
needed. Integration
Requirement Classification Vendor Response
System has web services Application Programming Interface (API)
capabilities to integrate with other CITY applications
Required Certain functions are avail-
able through an interface.
Security
Requirement Classification Vendor Response
System complies with either: ISO 27001 (Information Security
Management Systems) or NIST 800-53 Standards (Security and Privacy
Controls for Information Systems)
Required PatternStream is installed at
DoD and the intelligence
community customer sites.
Scalability
Requirement Classification Vendor Response
Ability to easily utilize the technology across the organization for
different purposes (for additional users and departments with varying
processes and workflows and configuration requirements)
Desired The application set can be
applied in a number of areas
to setup and complete data-
driven publishing.
Data-Liberation
Requirement Classification Vendor Response
Ability to quickly move all of the data out of the system in an open,
interoperable, portable format at no additional cost and in one fell
swoop in the event that CITY wishes to discontinue the product.
Required The PADS content is in
XML format which may be
rapidly converted. Published
instances are in FrameMaker,
PDF, and markup formats.
Attachment A
DRAFT
Business-Continuity
Requirement Classification Vendor Response
Failover / redundancy / replication of system to another location Required All configuration files and
database enable any installed
system to be setup to publish
documents. Configuration
files and the database must
be backed up on a regular
basis and relocated as
necessary.
Daily back up of budget document files. Required Budget document files are
created on demand using the
system publishing function.
Content files are maintained
in a database that is backed
up in accordance with server
backup policies and
procedures.
Same day data restore of lost files. Required Published budget document
files can be restored on
demand. Database files can
be restored from backups.
Flexible records retention capabilities. Required Published instances can be
retained as necessary. Con-
tent files are stored
indefinitely.
CONSULTANT Products
CONSULTANT shall sell CITY its PatternStream Automated Document System (PADS) version 2.0
license. The PADS will work with Adobe® FrameMaker® and FrameMaker Server to enable the
following processes:
• Distributed authoring and editing of content
• Distributed and automated publishing of book sections
• Data-driven operating and capital budget book publishing
PADS is a server-based system that enables users across the enterprise to author and edit content based
on their user access. Users may also publish document sections or subsections based on their access
levels. The distributed publishing function includes all text, flat file, and database information combined
into a presentation as specified by the document template and publishing configuration file. Completed
PDF files are delivered in a browser to users making a publishing request. An administration function
allows controls to be setup for user access of content and publishing.
PADS version 2.0 is a web-based application that allows users with access to browsers to use the PADS
features and functions on any type of device.
Inherent in PADS is the PatternStream license. PatternStream is the application that works with
Attachment A
DRAFT
FrameMaker and FrameMaker Server to publish documents from a variety of information sources.
PatternStream can acquire information from databases, BI systems, spreadsheets, text files, word processing
files, images, and markup files. Once setup, PatternStream can be used time after time to publish changing
database and other source information.
CONSULTANT Project Services
To successfully complete this project, CONSULTANT will provide the following services:
• Project analysis and design
• Software license installation
• FrameMaker template and PatternStream configuration files setup
• End product publishing support
• Training
• Ongoing software maintenance support
Project Analysis and Design
The project analysis work will dissect the documents and verify their information sources, the work
flows, web site, and will recommend specific methods on how to proceed. This task will define and
confirm the project work scope, tasks, and plan. The plan will include recommendations in the event the
existing environment requires enhancement for optimum system performance.
Concepts to be fully understood will include the document and inset revision maintenance
requirements. It is anticipated that the current process established by the existing system will be able to
be enhanced to present a better and simpler user experience.
Any changes resulting from the lessons learned from the analysis will be mutually agreed upon and made at
that time. It is not anticipated that any substantial changes will occur that will dramatically affect cost or
schedule. However it will be important to understand the complete system functionality and user interface
needs. This will enable the implementation of a system that effectively replaces the current system while
minimizing user production disruption.
Software Installation
CONSULTANT personnel will install the software necessary to implement the publishing project at
CITY’s offices. Installation will include CONSULTANT PatternStream and PADS software.
CONSULTANT assumes that the installation desktop and server computers will be connected to the
network with access to the required file repositories and data sources.
FrameMaker Template and PatternStream Configuration files Setup
The setup of the PatternStream configuration files will be the most time consuming portion of the project.
The process is an iterative, top-down method of setting up the application to gather all the document
information sources and the presentation through the configuration file and the FrameMaker template.
Attachment A
DRAFT
FrameMaker and Other Template Development
CONSULTANT will modify and/or develop the FrameMaker and other templates necessary to publish
CITY’s Operating and Capital Budget documents. These templates will be based on the OMB’s current
and enhanced documents requirements.
PatternStream Pattern Set Template (PSET) File Development
CONSULTANT will develop the PSET file to publish CITY’s Operating and Capital Budget documents.
This development will include the use of queries or other means necessary to obtain the information
required to publish for print and electronic distribution. Support will be available to develop the queries
and/or describe the file hierarchy, if necessary. The PSET file will be based on the OMB’s current
document format with enhancements as desired.
Both the Operating and Capital Budget documents will require separate PatternStream configuration files
and FrameMaker templates. Based on CONSULTANT’s current understanding of the information sources
and document presentation, the Operating Budget document will require approximately 250 hours of
work to setup and the Capital Budget will require 150 hours of work to setup.
End Publishing Support
CONSULTANT understands that using a new system to publish complex books like the Operating and
Capital Budget documents can be a daunting task. As in the case with previous public sector customers,
CONSULTANT will support the publishing of CITY Operating and Capital Budget documents.
Training
CONSULTANT may provide the training necessary to enable CITY personnel to further develop and
maintain the system. The training may include specific FrameMaker training topics and will include
PatternStream training and system user training.
Ongoing Software Maintenance Support
CONSULTANT will provide ongoing PADS and PatternStream software maintenance support to the
CITY.
Seven Major Milestone Tasks:
• Software installation and database connection
• PatternStream configuration file and template setup
•• Operating Budget document
•• Capital Budget document
• PADS authoring/editing subsystem setup
• System testing
• Support publishing of Operating and Capital Budget documents
Attachment A
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• Training
Attachment A
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone per the schedule specified
below. The time to complete each milestone may be increased or decreased by mutual written
agreement of the project managers for CONSULTANT and CITY so long as all work is completed
within the term of the Agreement.
Milestones Schedule
Project start January 6, 2014
Project analysis meeting and establish system connections January 6, 2014
Begin PatternStream configuration files development January 8, 2014
Software installation and connections January 10, 2014
PatternStream configuration file and template setup finish February 10, 2014
System setup and testing complete February 24, 2014
Support Operating and Budget documents publishing April, 2014
Training July, 2014
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached
as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit “A” (“Basic Services”) and reimbursable expenses shall not exceed
$221,330.00. CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. Any work performed or expenses incurred for which payment
would result in a total exceeding the maximum amount of compensation set forth herein shall
be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY’s project manager may approve in writing the transfer of budget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expenses, does not exceed $221,330.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $92,245.00
(Year 1)
Task 2 $76,645.00
(Year 2)
Task 3 $18,645.00
(Year 3)
Sub-total Basic Services $187,535.00
Reimbursable Expenses $33,795.00
Total Basic Services and Reimbursable expenses $221,330.00
Maximum Total Compensation $221,330.00
Attachment A
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Professional Services
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REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
C. Training Materials
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $33,795.00 shall be approved in advance by the
CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT’s proposed maximum compensation, including reimbursable
expense, for such services based on the rates set forth in Exhibit C-1. The additional services
scope, schedule and maximum compensation shall be negotiated and agreed to in writing by
the CITY’s Project Manager and CONSULTANT prior to commencement of the services.
Payment for additional services is subject to all requirements and restrictions in this
Agreement
Attachment A
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Professional Services
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EXHIBIT “C-1”
HOURLY RATE SCHEDULE
Invoice
FY
Operating Budget document setup and publishing (Two
PatternStream Implementers)169.00 250 hours 42,250.00 Billed monthly January 2014 until $35,005.00 spent in FY
2014, then the remainder billed in FY 2015 2014
PatternStream Automated Document System (PADS) license
and first year of software maintenance 49,995.00 1 license 49,995.00 February 2014 2014
Travel expenses 4,177.50 5 trips 20,887.50 Billed monthly beginning January 2014 2014
Total Year 1 113,132.50
Operating Budget document setup and publishing (Two
PatternStream Implementers)Remainder of task ($7,245.00) billed in July 2014 2015
Training Instructor 1,500.00 5 days 7,500.00 July 2014 2015
Training Material 75.00 5 Training
Packages 375.00 July 2014 2015
PADS setup to publish Adopted Operating Budget document 169.00 100 hours 16,900.00 August 2014 (additional services)2015
Travel expenses 4,177.50 1 trips 4,177.50 August 2014 (additional travel expense)2015
Capital Budget document setup and publishing (One
PatternStream Implementer)169.00 150 hours 25,350.00 After September 2014 until funds spent 2015
PADS annual software maintenance 9,995.00 1 year 9,995.00 February 2015 2015
PADS setup to work with new budget system and publish
Operating Budget 169.00 100 hours 16,900.00 February 2015 2015
Travel expenses 4,177.50 2 trips 8,355.00 February 2015 2015
Total Year 2 89,552.50
PADS annual software maintenance 9,995.00 1 year 9,995.00 February 2016 2016
FY 2017 Operating and Capital Budget document publishing
support 173.00 50 hours 8,650.00 March 2016 2016
Total Year 3 18,645.00
Total 3 Year Contract 221,330.00
Product or Service Unit Cost Number/Unit
of Measure Total Cost Invoice Month
Attachment A
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Professional Services
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EXHIBIT “C-1”
(Continued)
Name Hourly Rate
Tony Luca, Vice President & Senior Scientist $179.00
Brad Anderson, Vice President of Operations $169.00
Nick Howard, Software Engineer $169.00
System Software Licensing Costs
The proposed project as prescribed by FML will require one PADS license. The cost of one PADS
license is $49,995.00. This cost includes the necessary PatternStream licenses to complete the
proposed project.
System Implementation Costs
The City of Palo Alto Operating and Capital Budget documents publishing implementation costs are
$67,600.00. This cost does not include travel expenses.
Training Costs
FML provides training for the PADS applications at the rate of $1,500.00 per day excluding
expenses and training materials. Training materials cost $75.00 per student per soft- ware
application. For this project, FML recommends at least five days of training for a total of $7,500.00
not including travel expenses or training materials.
System Support and Maintenance Costs
The standard PADS license maintenance cost is 20% of the PADS license purchase price and is
$9,999.00 per year. PatternStream project support is typically billed at the hourly rate of $179.00
to 169.00 per hour.
Travel Expenses
FML has estimated that an average trip to the City of Palo Alto will cost approximately $4,177.50.
At this time, we estimate that a minimum of five trips will be necessary which presents a total of
$20,887.50.
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM
BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT,
THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT
ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING
AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
Attachment A
City of Palo Alto
Information Security
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EXHIBIT E
SOFTWARE AS A SERVICE SECURITY AND PRIVACY
TERMS AND CONDITIONS
This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered
into by and between the City of Palo Alto (the “City”) and Finite Matters LTD. (the “Consultant”) for the provision of
Software as a Service services to the City (the “Agreement”).
In order to assure the privacy and security of the personal information of the City’s customers and
people who do business with the City, including, without limitation, vendors, utility customers, library
patrons and other individuals and businesses, who are required to share such information with the
City, as a condition of receiving services from the City or selling goods and services to the City,
including, without limitation, the Software as a Service services provider (the “Consultant”) and its
subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure
services provider, shall design, install, provide, and maintain a secure IT environment, described
below, while it renders and performs the Services and furnishes goods, if any, described in the
Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and
privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and
information security requirements (the “Requirements”) set forth in Part A below.
A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to
the City, including connection to the City's IT systems; (b) the Consultant’s operations and
maintenance processes needed to support the environment, including disaster recovery and business
continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure
and reliable environment and service availability to the City. “IT infrastructure” refers to the
integrated framework, including, without limitation, data centers, computers, and database
management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill
the Requirements, the Consultant shall promptly inform the City of its determination and submit, in
writing, one or more alternate countermeasure options to the Requirements (the “Alternate
Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable
satisfaction of the Information Security Manager (the “ISM”).
Part A. Requirements:
The Consultant shall at all times during the term of any contract between the City and the Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to
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the City with respect to the Services to be performed under this Agreement.
(b) Comply with the City’s Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are
documented, are accessible to the City and conform to ISO 27001/2 – Information Security
Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103
http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297
(d) Conduct routine data and information security compliance training of its personnel that is
appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software
versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for
performing professional and criminal background checks of its employees that (1) would
permit verification of employees’ personal identity and employment status, and (2) would
enable the immediate denial of access to the City's confidential data and information by any
of its employees who no longer would require access to that information or who are
terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has
met or has failed to meet any objective terms and conditions.
(h) Implement access accountability (identification and authentication) architecture and support
role-base access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all
personnel, systems and software used to provide the Services. “RBAC” refers to a computer
systems security approach to restricting access only to authorized users. “SoD” is an approach
that would require more than one individual to complete a security task in order to promote
the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the
Services’ environment design and deployment are known to the City, and (2) it has
implemented measures in accordance with industry best practices applicable to secure coding
and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity and availability of the City's information.
(k) Deploy and maintain IT system upgrades, patches and configurations conforming to current
patch and/or release levels by not later than one (1) week after its date of release. Emergency
security patches must be installed within 24 hours after its date of release.
(l) Provide for the timely detection of, response to, and the reporting of security incidents,
including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the
unauthorized access to or the misuse of the City's confidential data and information.
(n) Inform the City that any third party service provider(s) meet(s) all of the Requirements.
(o) Perform security self-audits on a regular basis and not less frequently than on a quarterly
basis, and provide the required summary reports of those self-audits to the ISM on the annual
anniversary date or any other date agreed to by the Parties.
(p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s
performance of random site security audits at the Consultant’s site(s), including the site(s) of a
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third party service provider(s), as applicable. The scope of these audits will extend to the
Consultant’s and its third party service provider(s)’ awareness of security policies and
practices, systems configurations, access authentication and authorization, and incident
detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, the Confidential Information will be accessible only by the Consultant and any
authorized third party service provider’s personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize availability of the
Services.
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or
earlier termination of this Agreement and in a mutually agreeable storage medium. Within
thirty (30) days after the effective date of expiration or earlier termination of this Agreement,
all of those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state and local
data and information privacy laws, rules and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City
and or any authorized recipient.
(v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct,
indirect or punitive damages whatsoever including, without limitation, damages for loss of
use, data or profits, arising out of or in any way connected with the City’s IT environment,
including, without limitation, IT infrastructure communications.
Part B. Alternate Requirements:
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