Press Alt + R to read the document text or Alt + P to download or print.
This document contains no pages.
20-096 City Data Services, Technology Software-as-a-Service (SaaS) AgreementPage 1 of 13
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND
______________ FOR SOFTWARE-AS-A-SERVICE
THIS AGREEMENT (“Agreement”), by and between the CITY OF CUPERTINO, a
California municipal corporation ("City"), and ______________ a ______________
corporation whose address is ____________________________ ("Software Provider")
(collectively referred to as the “Parties”).
RECITALS:
The following Recitals are a substantive portion of this Agreement:
A.City is a municipal corporation duly organized and validly existing under
the laws of the State of California.
B.Software Provider is specially trained, experienced, and competent to
perform the special services which will be required by this Agreement.
C.City and Software Provider desire to enter into an agreement for Software
Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems.
Through this Agreement, Software Provider shall provide to City ______________
relating to the City’s network. The full scope of services covered by this agreement is
described in the attached Exhibit A: Service Level Agreement (the “SLA”).
NOW, THEREFORE, the Parties mutually agree as follows:
1.TERM
The term of this Agreement shall commence on the last date signed below
(“Effective Date”). ______________ The term of this Agreement is
______________, unless the Agreement is terminated prior thereto under the
provisions of Section 16, below. The City’s appropriate department head or the
City Manager may extend the Term through a written amendment to this
Agreement, provided such extension does not include additional contract funds.
Extensions requiring additional contract funds are subject to the City’s purchasing
policy.
2.SCOPE OF SERVICES AND CONDITIONS THEREOF
Subject to the terms and conditions set forth in this Agreement, Software Provider
shall perform each and every service to the schedule of performance set forth in
the SLA (collectively “Services”), as described below.
A.Responsibilities of Software Provider. Software Provider shall provide the
software services as further described in the SLA. The Services provided under this
Agreement shall include (a) any software, plug-ins, or extensions related to the
Services or upon which the Services are based including any and all updates,
upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may
be made available to the Software Provider from time to time (the “Software”), (b)
CITY DATA SERVICES
CITY DATA SERVICES
403 Alvarado Street, Brisbane, CA 94005
limited liability company
online systems
July 1, 2020
12 months
Page 2 of 13
any and all technical documentation necessary or use of the Services, in hard copy
form or online (the “Documentation”), (c) regular maintenance of Software
Provider’s system, and (d) other technology, user interfaces, know-how, and other
trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and
tools provided in conjunction with the Services.
B. Equipment. If necessary to enable Software Provider to fulfill its obligations under
the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities,
personnel and equipment to City necessary to provide the Services (the
“Equipment”). City agrees, if necessary, to install the Equipment at the location(s)
and in the manner specified by Software Provider and as directed by Software
Provider. Any Equipment installed by City is a part of the Service and loaned to
City by Software Provider, not sold. City agrees to return the Equipment to
Software Provider at the termination of this Agreement in an undamaged condition,
less ordinary wear and tear.
C. Registration. Prior to using the Services, City shall identify the administrative
users for its account (“Administrators”). Each Administrator will be provided an
administrator ID and password.
D. License Grant. Software Provider hereby grants City a license to use the Software
and the Documentation for the permitted purpose of accessing the Services.
E. Reservation of Rights and Data Ownership. City shall own all right, title, and
interest in its data that is related to the services provided by this contract. Software
Provider shall not access City user accounts or City data, except (1) as essential to
fulfillment of the objectives of this Agreement, (2) in response to service or
technical issues, or (3) at City’s written request.
F. Data Protection. In carrying out the Services, Software Provider shall endeavor
to protect the confidentiality of all confidential, non-public City data (“City Data”)
as follows:
1. Implement and maintain appropriate security measures to safeguard against
unauthorized access, disclosure, or theft of City Data in accordance with
recognized industry practice.
2. City Data shall be encrypted at rest and in transit with controlled access.
Unless otherwise stipulated, Software Provider is responsible for encryption
of the City Data.
3. Software Provider shall not use any City Data collected by it in connection
with the Service for any purpose other than fulfilling the obligations under
this Agreement.
G. Software Ownership. Software Provider owns the Services, Software,
Documentation, and any underlying infrastructure provided by Service Provider in
connection with this Agreement. City acknowledges and agrees that (a) the
Services, any Software, and Documentation are protected by United States and
international copyright, trademark, patent, trade secret, and other intellectual
property or proprietary rights laws, (b) Software Provider retains all right, title, and
interest (including, without limitation, all patent, copyright, trade secret, and other
intellectual property rights) in and to the Services, the Software, any
Documentation, any other deliverables, any and all related and underlying
technology and any derivative works or modifications of any of the foregoing,
including, without limitation, (c) the Software and access to the Services are
Page 3 of 13
licensed on a subscription basis, not sold, and City acquires no ownership or other
interest in or to the Services, the Software, or the Documentation other than the
license rights expressly stated herein, and (d) the Services are offered as an on-line,
hosted solution, and that City has no right to obtain a copy of the Services.
H. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy,
or create derivative works based on the Service or any element of the Software, (ii)
interfere with or disrupt the integrity or performance of the Services or the data
contained therein or block or disrupt any use or enjoyment of the Services by any
third party, (iii) attempt to gain unauthorized access to the Services or their related
systems or networks or (iv) remove or obscure any proprietary or other notice
contained in the Services, including on any reports or data printed from the
Services.
I. Security Incident. In the event a data breach occurs with respect to City Data,
Software Provider shall immediately notify the appropriate City contact by
telephone in accordance with the agreed upon security plan or security procedures
if it reasonably believes there has been a security incident. Software Provider shall
(1) cooperate with City to investigate and resolve the data breach, (2) promptly
implement necessary remedial measures, if necessary, and (3) document responsive
actions taken related to the data breach, including any post-incident review of
events and actions taken to make changes in business practices in providing the
services, if necessary.
J. Notification of Legal Requests. Software Provider shall contact City upon receipt
of any electronic discovery, litigation holds, discovery searches, and expert
testimonies related to City Data. Software Provider shall not respond to subpoenas,
service of process, and other legal requests related to City without first notifying
City, unless prohibited by law from providing such notice.
K. Access to Security Logs and Reports. Software Provider shall provide reports to
City in a format as specified in the SLA agreed to by both Software Provider and
City. Reports shall include latency statistics, user access, user access IP address,
user access history, and security logs for all City files related to this Agreement.
L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible
for the acquisition and operation of all hardware, software, and network support
related to the services being provided. The technical and professional activities
required for establishing, managing and maintaining the environments are the
responsibilities of Software Provider. The system shall be available for City’s use
on a 24/7/365 basis (with agreed-upon maintenance downtime).
M. Subcontractor Disclosure. Software Provider shall identify all of its strategic
business partners related to services provided under this Agreement, including all
subcontractors or other entities or individuals who may be a party to a joint venture
or similar agreement with Software Provider, and who shall be involved in any
application development and/or operations.
N. Business Continuity and Disaster Recovery. Software Provider shall provide to
City a written business continuity and disaster recovery plan prior to or at the time
of execution of this agreement and shall ensure that it meets City’s recovery time
objective (RTO) of four (4) hours or less.
O. Compliance with Accessibility Standards. Software Provider shall comply with
and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101).
Page 4 of 13
P.Web Services. Software Provider shall use Web services exclusively to interface
with City Data in near real time when possible.
Q.Encryption of Data at Rest. Software Provider shall ensure hard drive encryption
consistent with validated cryptography standards as referenced in FIPS 140-2,
Security Requirements for Cryptographic Modules for all personal data, unless City
approves the storage of personal data on Software Provider’s portable device in
order to accomplish work as defined in the statement of work.
3.COMPENSATION TO SOFTWARE PROVIDER
Software Provider shall be compensated for services performed pursuant to this
Agreement in a total amount not to exceed ______________ dollars
($______________.__). The payments specified in this section shall be the only
payments to be made to Software Provider for services rendered pursuant to this
Agreement. Software Provider shall invoice City according to the following
schedule of milestones/deliverables:
Upon execution of this Agreement $_______________
Upon completion of __________________
__________________________________
$_______________
Upon completion of __________________
__________________________________
$_______________
Upon completion of __________________
__________________________________
$_______________
City shall pay Contractor within thirty (30) days after receipt of Service Provider’s
invoice. City shall return to Contractor any payment request determined not to be a
proper payment request as soon as practicable, but not later than seven (7) days
after receipt, and shall explain in writing the reasons why the payment request is
not proper.
4.TIME IS OF THE ESSENCE
Software Provider and City agree that time is of the essence regarding the
performance of this Agreement.
5.LICENSES; PERMITS; ETC.
Software Provider represents and warrants to City that it has all licenses, permits,
qualifications, and approvals of whatsoever nature which are legally required to
carry out the purposes of this Agreement.
6.ASSIGNMENTS. Software Provider may assign, sublease, or transfer this
Agreement, or any interest therein, to a third party with the prior written consent
of City. Such consent shall not be unreasonably withheld. City’s withholding of
consent shall be deemed reasonable if it appears that the intended assignee in
question is not financially or technically capable of performing Software
Provider’s obligations under this Agreement, or if City has reason to conclude that
the proposed assignee is otherwise incapable of fulfilling Software Provider’s
duties hereunder.
Four thousand two hundred
4200
1050/per quarter
Page 5 of 13
7.INDEPENDENT PARTIES
City and Software Provider intend that the relationship between them created by
this Agreement is that of independent contractor. No civil service status or other
right of employment will be acquired by virtue of Software Provider's services.
None of the benefits provided by City to its employees, including but not limited to
unemployment insurance, workers' compensation plans, vacation, and sick leave
are available from City to Software Provider, its employees, or agents. Software
Provider is not a "public official" for purposes of Government Code §§ 87200 et
seq.
8.IMMIGRATION REFORM AND CONTROL ACT (IRCA)
Software Provider assumes any and all responsibility for verifying the identity and
employment authorization of all of his/her employees performing work hereunder,
pursuant to all applicable IRCA or other federal or state rules and regulations.
Software Provider shall indemnify and hold City harmless from and against any
loss, damage, liability, costs, or expenses arising from any noncompliance of this
provision by Software Provider.
9.NON-DISCRIMINATION
Consistent with City's policy prohibiting harassment and discrimination, Software
Provider agrees that neither it nor its employee or subcontractors shall harass or
discriminate against a job applicant, a City employee, or a citizen on the basis of
race, religious creed, color, national origin, ancestry, handicap, disability, marital
status, pregnancy, sex, age, sexual orientation, or any other protected class status.
Software Provider agrees that any and all violations of this provision shall
constitute a material breach of this Agreement.
10.INTELLECTUAL PROPERTY INDEMNIFICATION
Software Provider agrees to, at its expense, defend and/or settle any claim made by
a third party against City alleging that the City's use of the Services infringes such
third party’s United States patent, copyright, trademark, or trade secret (an “IP
Claim”), and pay those amounts finally awarded by a court of competent
jurisdiction against City with respect to such IP Claim.
11.DUTY TO INDEMNIFY AND HOLD HARMLESS
Software Provider shall indemnify, defend, and hold harmless City and its officers,
officials, agents, employees, and volunteers from and against any and all liability,
claims, actions, causes of action, or demands whatsoever against any of them,
including for any injury to or death of any person or damage to property or other
liability of any nature, whether physical, emotional, consequential, or otherwise,
arising out of, pertaining to, or related to the performance of this Agreement by
Software Provider or Software Provider’s employees, officers, officials, agents, or
subcontractors, except where such liability arises solely as a result of the active
negligence or willful misconduct of City. Such costs and expenses shall include
reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other
costs and fees of litigation.
Page 6 of 13
Provider agrees to obtain executed indemnity agreements with provisions identical
to those set forth here in this Section 11 from each and every subcontractor, or any
other person or entity involved by, for, with, or on behalf of Contractor in the
performance of this Agreement. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder.
The provisions of this Section 11 survive the completion of the Services or
termination of this Agreement.
12.INSURANCE:
A.General Requirements. On or before the commencement of the term of this
Agreement, Software Provider shall furnish City with certificates showing the type,
amount, class of operations covered, effective dates, and dates of expiration of
insurance coverage in compliance with the requirements listed in Exhibit B.
Software Provider shall maintain in force at all times during the performance of this
Agreement all appropriate coverage of insurance required by this Agreement.
B.Subrogation Waiver. Software Provider agrees that in the event of loss due
to any of the perils for which it has agreed to provide comprehensive general and
automotive liability insurance, Software Provider shall look solely to its insurance
for recovery. Software Provider hereby grants to City, on behalf of any insurer
providing comprehensive general and automotive liability insurance to either
Software Provider or City with respect to the services of Software Provider herein,
a waiver of any right to subrogation which any such insurer of said Software
Provider may acquire against City by virtue of the payment of any loss under such
insurance.
13.RECORDS
Software Provider shall maintain internal records reflecting that the Services were
performed by Software Provider hereunder in accordance with customary
recordkeeping practices in the software development industry. Software Provider
shall provide free access to such records to the representatives of City or its
designee’s at all reasonable and proper times, and gives City the right to examine
and audit same, and to make transcripts therefrom as necessary. No such
examination and audit shall give City the right to access records relating to other
Software Provider customers. Such records shall be maintained for a period of four
(4) years after Software Provider receives final payment from City for all services
required under this Agreement.
14.NONAPPROPRIATION
This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code,
and 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.
Page 7 of 13
15.NOTICES
All notices, requests, and approvals must be sent to the persons below in writing to
the persons below, and will be considered effective on the date of personal delivery,
the delivery date confirmed by a reputable overnight delivery service, on the fifth
(5th) calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
TO CITY:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Bill Mitchell
TO SOFTWARE PROVIDER:
_____________________
_____________________
_____________________
Attention: ___________________
16.TERMINATION
A.Basis for Termination. In the event Software Provider fails or refuses to
perform any of the provisions hereof at the time and in the manner required
hereunder, Software Provider shall be deemed in default in the performance of this
Agreement. If Software Provider fails to cure the default within the time specified
and according to the requirements set forth in City’s written notice of default, and
in addition to any other remedy available to the City by law, the City Manager or
her designee may terminate the Agreement by giving Software Provider written
notice thereof, which shall be effective immediately. The City Manager or her
designee shall also have the option, at her sole discretion and without cause, of
terminating this Agreement by giving seven (7) calendar days' prior written notice
to Software Provider as provided herein. Upon receipt of any notice of termination,
Software Provider shall immediately discontinue performance.
B.Pro Rata Payments. City shall pay Software Provider for services
satisfactorily performed up to the effective date of termination. In such event, a
calculation of the amounts due shall be deemed correct as computed on a pro rata
basis with compensation provided for the period of service paid as a percentage of
the total contract amount.
C.Handling of City Data. In the event of a termination of this Agreement,
Software Provider shall implement an orderly return of City data in a CSV or
another mutually agreeable format at a time agreed to by the parties and the
subsequent secure disposal of City data. During any period of service suspension,
Software Provider shall not take any action to intentionally erase any City data for
a period of thirty (30) days after the effective date of termination, unless authorized
City Data Services, LLC
403 Alvarado Street
Brisbane, CA 94005
Steve Crounse, Partner
Page 8 of 13
by City. City shall be entitled to any post-termination assistance generally made
available with respect to the Services; unless a unique data retrieval arrangement
has been established as part of the SLA. Software Provider shall securely dispose
of all requested data in all of its forms, including disk, CD/DVD, backup tape, and
paper, when requested by City. Data shall be permanently deleted and shall not be
recoverable, according to National Institute of Standards and Technology (NIST)-
approved methods. Certificates of destruction shall be provided to City.
17.WARRANTY AND WARRANTY DISCLAIMER
Software Provider warrants that, (i) the Services shall be provided in a diligent,
professional, and workmanlike manner in accordance with industry standards, (ii)
the Services provided under this Agreement do not infringe or misappropriate any
intellectual property rights of any third party, and (iii) the Services shall
substantially perform in all material respects as described in the SLA. In the event
of any breach of section (iii), above, Software Provider shall, as its sole liability
and as City’s sole remedy, repair or replace the Services that are subject to the
warranty claim at no cost to City, or if Software Provider is unable to repair or
replace, then it will refund any pre-paid fees for services not rendered. Except for
the warranty described in this section, the Services are provided without warranty
of any kind, express or implied, including, but not limited to, the implied warranties
or conditions of design, merchantability, fitness for a particular purpose, and any
warranties of title and non-infringement.
18.COMPLIANCE
Software Provider shall comply with all state or federal laws and all ordinances,
rules, policies, and regulations enacted or issued by City.
19.CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State of
California excepting any choice of law rules which may direct the application of
laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be
filed with the Superior Court for the County of Santa Clara, State of California.
20.ADVERTISEMENT
Software Provider shall not post, exhibit, or display, or allow to be posted,
exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or
cards of any kind pertaining to the services performed under this Agreement unless
prior written approval has been secured from City to do otherwise.
21.INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the Parties, 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 modification
of this Agreement will be effective only by written execution signed by both City
and Software Provider. In the event that any Service Level Agreement, Exhibit,
associated instrument, or agreement executed by the Parties in conjunction with
Page 9 of 13
this Agreement or prior thereto contains a term that conflicts with the terms of this
Agreement, the terms of this Agreement shall govern and supersede any other
document or Exhibit.
22.AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed.
SOFTWARE PROVIDER
______________________
By ___________________
Title ___________________
Date __________________
CITY OF CUPERTINO A
Municipal Corporation
By ___________________
Title ___________________
Date __________________
☐Over $175,000- Council Approval Required
☐Over $45,000- Department Head Approval
Required
☐Up to $45,000- Designated Supervisor
Approval Required
APPROVED AS TO FORM:
_________________________
City Attorney
Heather M. Minner
ATTEST:
__________________________
City Clerk
Exhibits:
Exhibit A: Service Level Agreement
Exhibit B: Insurance Requirements and Proof of Insurance
DATE:
Director of Community Development
CDavidson
Partner
Jul 28, 2020
Heather M. Minner
Aug 5, 2020
Aug 5, 2020
www.citydata.services
Kerri Heusler, Housing Senior Planner June 2020
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Dear Ms. Heusler,
City Data Services provides cloud-based data management services. As per your request, please find the following
Scope of Services for work for City of Cupertino for FY 2020-21. These services are provided for maintaining the
Community Services module and a component of the Single Family module:
SCOPE OF SERVICES – System Maintenance
Under the scope of the maintenance contract, CDS will provide:
•Ability to store, display, and summarize application information;
•Ability to store, display, and summarize individual program administration information;
•Ability to store, display, and summarize individual program contract information;
•Ability to enter, store, display, and summarize compliance information;
•Maintain all database and report elements created under the initial setup agreement;
•Maintain data backups and download on a determined schedule;
•Modify database as needed to add or remove fields, or improve presentation of data;
•Modify existing reports as needed to meet City’s requirements;
•Provide customer service to City and their clients throughout the contract; and
•Promptly respond to request for assistance, training or database repair.
Maintenance fee for Community Service (formerly Public Service) is in the amount of $350 per month for an annual
total of $4,200. For the term of the agreement, this fee remains constant regardless of the number of users, trainings,
units, programs, projects or reports included in this module.
HOURLY RATES
Maintenance and ongoing operations of City’s CDS database are included in the monthly maintenance fee. All new
reports or forms are covered under the maintenance contract without additional charge. In the event that forms outside
of this module and component are required, the typical charge for developing a new form or report, and integrating it
into the database, will be $850 per page, with discounts for larger documents.
Maintenance invoices are billed quarterly and require payment within 30 days of submission of invoice. A one percent
fee will be incurred for bills that are 30 days past due.
Steve Crounse, Partner
City Data Services, LLC
San Mateo, California citydataservices@yahoo.com
415.572.4572 650.533.5933
EXHIBIT A
Page 10 of 13
Contract No. ________
Page 11 of 13
Exhibit B: Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with City named as
additional insured.
1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and
volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s
Commercial General Liability and Cyber Liability policies. General Liability coverage can be
provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form
CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).
Primary Coverage:
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-
insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of
Software Provider’s insurance and shall not contribute to it.
Notice of Cancellation:
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except
with written notice to City 30 days in advance or 10 days in advance if due to non-payment of
premiums.
Workers' Compensation:
As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no
less than $1,000,000 per occurrence for bodily injury or disease.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of
City for all work performed by Software Provider, its employees, agents, and subconsultants.
General Liability:
For bodily injury, property damage, personal injury liability for premises operations, products and
completed operations, contractual liability, and personal and advertising injury with limits no less
than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either
the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or
25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess
of the specified minimum insurance coverage requirements and/or limits shall be made
available to the Additional Insured and shall be (i) the minimum coverage/limits specified
in this agreement; or (ii) the broader coverage and maximum limits of coverage of any
insurance policy, whichever is greater.
b. Additional Insured coverage under Software Provider’s policy shall be "primary and
non-contributory," will not seek contribution from City’s insurance/self-insurance, and
shall be at least as broad as ISO Form CG 20 01 (04/13).
Contract No. ________
Page 12 of 13
c. The limits of insurance required may be satisfied by a combination of primary and
umbrella or excess insurance, provided each policy complies with the requirements set forth
in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain
a provision that such coverage shall also apply on a primary basis for the benefit of City
before the City’s own insurance or self-insurance shall be called upon to protect City as a
named insured.
Automobile Liability
ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less
than $1,000,000 per accident for bodily injury and property damage.
Cyber Liability:
Insurance, with limits not less than:
$2,000,000 each occurrence
$2,000,000 aggregate - all other
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Software Provider in this Agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion, and network security. The policy shall provide coverage for breach response costs as
well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient
to respond to these obligations.
If the Software Provider maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Software Provider . Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
2. ABSENCE OF INSURANCE COVERAGE.
City may direct Software Provider to immediately cease all activities with respect to this
Agreement if it determines that Software Provider fails to carry, in full force and effect, all
insurance policies with coverages at or above the limits specified in this Agreement. At the
City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge
all costs related to such policy to Software Provider.
3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION.
A Certificate of Insurance, on an Accord form, and completed coverage verification shall be
provided to City by each of Software Provider's insurance companies as evidence of the
stipulated coverages prior to the Commencement Date of this Agreement, and annually
thereafter for the term of this Agreement. All of the insurance companies providing insurance
for Software Provider shall be licensed to do insurance business in the State of California and shall
have, and provide evidence of, a Best Rating Service rate of A:VII or above.
Contract No. ________
Page 13 of 13
4. SUBCONTRACTORS
Software Provider shall require and verify that all subconsultants maintain insurance that meet the
requirements of this Contract, including naming the City as an additional insured on
subconsultant’s insurance policies.
5. HIGHER INSURANCE LIMITS
If Software Provider maintains broader coverage and/or higher limits than the minimums shown
above, City shall be entitled to coverage for the higher insurance limits maintained by Software
Provider .
6. ADEQUACY OF COVERAGE
City reserves the right to modify these insurance requirements/coverage based on the nature of
the risk, prior experience, insurer or other special circumstances, with not less than ninety (90)
days prior written notice.
WLTR005
THE HARTFORD
BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 78251 July 16, 2020
THE CITY OF CUPERTINO,
IT'S OFFICERS, AGENTS, EMPLOYEES
AND VOLUNTEERS
10300 TORRE AVE
CUPERTINO CA 95014-3202
Account Information:
Policy Holder Details :City Data Services LLC
Contact Us
Business Service Center
Business Hours: Monday - Friday
(7AM - 7PM Central Standard Time)
Phone:(888) 242-1430
Fax:(888) 443-6112
Email:agency.services@thehartford.com
Website:https://business.thehartford.com
Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any
questions or concerns.
Sincerely,
Your Hartford Service Team
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
07/16/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.
THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),
AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED,
subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not
confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
USAA INSURANCE AGENCY INC/PHS
65812845
The Hartford Business Service Center
3600 Wiseman Blvd
San Antonio, TX 78251
CONTACT
NAME:
PHONE
(A/C, No, Ext):
(888) 242-1430 FAX
(A/C, No):
(888) 443-6112
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC#
INSURED
City Data Services LLC
403 ALVARADO ST
BRISBANE CA 94005-1603
INSURER A :Sentinel Insurance Company Ltd.11000
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER:REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL
INSR
SUBR
WVD
POLICY NUMBER POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/Y YYY)LIMITS
A
COMMERCIAL GENERAL LIABILITY
X 65 SBM RO4156 02/10/2020 02/10/2021
EACH OCCURRENCE $2,000,000
CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence)$1,000,000
X General Liability MED EXP (Any one person)$10,000
PERSONAL & ADV INJURY $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000
POLICY PRO-
JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
ANY AUTO BODILY INJURY (Per person)
ALL OWNED
AUTOS
SCHEDULED
AUTOS BODILY INJURY (Per accident)
HIRED
AUTOS
NON-OWNED
AUTOS
PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-
MADE
EACH OCCURRENCE
AGGREGATE
DED RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY
PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/ A
PER
STATUTE
OTH-
ER
Y/N E.L. EACH ACCIDENT
E.L. DISEASE -EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ( Additional Insureds ) are to be covered as
additional insureds on Consultant s Commercial General Liability and Cyber Liability policies.
CERTIFICATE HOLDER CANCELLATION
THE CITY OF CUPERTINO,
IT'S OFFICERS, AGENTS, EMPLOYEES
AND VOLUNTEERS
10300 TORRE AVE
CUPERTINO CA 95014-3202
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED
IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD
ACORD 101 (2014/01)© 2014 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID:
LOC# :
ADDITIONAL REMARKS SCHEDULE Page 2 of 2
AGENCY
USAA INSURANCE AGENCY INC/PHS
NAMED INSURED
CITY DATA SERVICES LLC
403 ALVARADO ST
BRISBANE CA 94005-1603
POLICY NUMBER
SEE ACORD 25
CARRIER
SEE ACORD 25
NAIC CODE
EFFECTIVE DATE:SEE ACORD 25
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM
FORM NUMBER:ACORD 25 FORM TITLE:CERTIFICATE OF LIABILITY INSURANCE
Those usual to the Insured's Operations. City of Cupertino is Additional Insured per the Business Liability Coverage Form
SS0008 attached to this policy. 30 Day Notice of Cancellation will be provided in accordance with Form SS1223, attached to
this policy.
X
A waiver of subrogation is included on the workers' compensation policy in favor of City of Cupertino ( see endorsement attached)
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
INSURER(S) AFFORDING COVERAGE NAIC #
PRODUCER
INSURED
INSURER A :
INSURER B :
INSURER C :
INSURER D :
INSURER E :
COVERAGES
TYPE OF INSURANCE POLICY NUMBER LIMITS
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
LOCPOLICY
OTHER:
EACH OCCURRENCE
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
$
$
$
$
$
$
AUTOMOBILE LIABILITY
ANY AUTO
$
$
$
$
OCCUR
CLAIMS-MADE
DED RETENTION $
EACH OCCURRENCE
AGGREGATE
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
$
$
$
$
$
Y/N
CONTACT
NAME:
PHONE
(A/C, No, Ext):
E-MAIL
ADDRESS:
FAX
(A/C, No):
CERTIFICATE NUMBER:REVISION NUMBER:
$
UMBRELLA LIAB
EXCESS LIAB
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD
$
INSURER F :
$
N/A
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
ADDL
INSD
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
PRO-
JECT
DAMAGE TO RENTED
PREMISES (Ea occurrence)
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
PER
STATUTE
OTH-
ER
SUBR
WVD
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
01/28/2020
USAA INSURANCE AGENCY INC
9800 FREDERICKSBURG RD
SAN ANTONIO, TX 78288
(888) 661-3938
(888) 661-3938 (877) 872-7604
service.center@travelers.com
CITY DATA SERVICES
403 ALVARADO STREET
BRISBANE, CA 94005
TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA
411974616011820
A
X
X BA-3L840042-20 02/10/2020 02/10/2021 1,000,000
AS RESPECTS TO AUTO LIABILITY - CERTIFICATE HOLDER IS ADDITIONAL INSURED AS PER CA 20 48 -
DESIGNATED INSURED.
CITY OF CUPERTINO, ITS OFFICERS,
AGENTS, EMPLOYEES AND VOLUNTEERS
10300 TORRE AVE
CUPERTINO, CA 95014
City Data Services contract FY20-21
Final Audit Report 2020-08-05
Created:2020-07-29
By:Abby Ayende (AbigailA@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAADzzUu-WsrZ4_LHqXI1h2PUvBUVt1Jw4T
"City Data Services contract FY20-21" History
Document created by Abby Ayende (AbigailA@cupertino.org)
2020-07-29 - 0:00:13 AM GMT- IP address: 108.204.1.114
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2020-07-29 - 0:02:02 AM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2020-07-29 - 0:09:01 AM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to CDavidson (citydataservices@yahoo.com) for signature
2020-07-29 - 0:09:03 AM GMT
Email viewed by CDavidson (citydataservices@yahoo.com)
2020-07-29 - 0:16:23 AM GMT- IP address: 69.147.92.87
Document e-signed by CDavidson (citydataservices@yahoo.com)
Signature Date: 2020-07-29 - 0:35:02 AM GMT - Time Source: server- IP address: 37.120.215.227
Document emailed to Heather M. Minner (heatherm@cupertino.org) for signature
2020-07-29 - 0:35:04 AM GMT
Email viewed by Heather M. Minner (heatherm@cupertino.org)
2020-07-30 - 9:04:25 PM GMT- IP address: 45.41.142.188
Document e-signed by Heather M. Minner (heatherm@cupertino.org)
Signature Date: 2020-07-30 - 9:05:00 PM GMT - Time Source: server- IP address: 52.39.49.65
Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature
2020-07-30 - 9:05:03 PM GMT
Email viewed by Benjamin Fu (benjaminf@cupertino.org)
2020-07-30 - 9:54:29 PM GMT- IP address: 24.130.171.172
Email viewed by Benjamin Fu (benjaminf@cupertino.org)
2020-08-05 - 10:33:16 PM GMT- IP address: 104.47.45.254
Document e-signed by Benjamin Fu (benjaminf@cupertino.org)
Signature Date: 2020-08-05 - 10:33:29 PM GMT - Time Source: server- IP address: 24.130.171.172
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2020-08-05 - 10:33:31 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2020-08-05 - 11:11:20 PM GMT- IP address: 104.47.45.254
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2020-08-05 - 11:11:30 PM GMT - Time Source: server- IP address: 148.64.105.190
Signed document emailed to Kirsten Squarcia (kirstens@cupertino.org), cyrahc@cupertino.org, Abby Ayende
(AbigailA@cupertino.org), Benjamin Fu (benjaminf@cupertino.org), and 3 more
2020-08-05 - 11:11:30 PM GMT
