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HomeMy WebLinkAbout24C053 - Carahsoft Technology Corp.CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Agenda Management Software - Granicus Carahsoft Technology Corp. Robert Moore robert.moore@carahsoft.com Agenda Management Software $171,705.14 5 Years Pending Natalie Lemay and Robert Moore natalie.lemay@carahsoft.com robert.moore@carahsoft.com City Clerk Brenda Pree February 29, 2024 24C053 n/a Yes Yes Pending Procurement - No February 5, 2024 Kim Baker DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 COOPERATIVE PURCHASE OF AGENDA MANAGEMENT SOFTWARE AGREEMENT NO. 24C053 This Cooperative Purchase of Agenda Management Software Agreement (“Agreement”) is entered into by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Carahsoft Technology Corp., a Maryland corporation with its principal place of business at 11493 Sunset Hills Road Suite 100, Reston, VA 200190 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” or collectively as “Parties” in this Agreement. 1. Background. a. This Agreement is made and entered into in reference to the competitively solicited OMNIA Contract No. R191902 with Contractor (“Cooperative Agreement”). b. The City desires to implement and agenda management system attached hereto as Attachment “A”, the content of which is incorporated by reference to this Agreement as if fully set out her in its entirety. c. Contractor desires to perform said services on the terms and conditions set forth in this Agreement. 2. Term. The term of this Agreement is five years beginning on the date provided in the Notice to Proceed for the City’s Procurement and Contracting Department. 3. Compensation and Payment. This Agreement is for an amount not to exceed $171,705.14 for the five year term, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Attachment “B”, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 5. Insurance. Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Attachment "C", incorpora ted herein by reference. If no insurance is required Attachment “C” will reflect that there are no requirements. 6. Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall s urvive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or hand delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO THE CITY: IF TO THE CONTRACTOR: City of Palm Springs Carahsoft Attn: Brenda Pree Attn: Robert Moore Title: City Clerk Title: Vice President Address: 3200 Tahquitz Canyon Way Address: 11493 Sunset Hills Road Palm Springs, CA 92262 Suite 100 Reston, VA 20190 8. Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with this Agreement. 9. Changes. In the event any change or changes in the work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional work not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 10. Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon 30 days written notice to City. 11. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, a nd in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 12. Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 Sanctions Program by completing the form located in Attachment “D” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. 13. Entire Agreement. This Agreement, along with the Cooperative Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written between the parties. In the event of conflict or inconsistency between this Agreement and the Cooperative Agreement, this terms and conditions in this Agreement shall prevail. [Signature Page Follows] DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 SIGNATURE PAGE TO COOPERATIVE PURCHASE OF AGENDA MANAGEMENT SOFTWARE AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND CARAHSOFT TECHNOLOGY CORP. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 3/15/2024 3/15/2024 3/18/2024 1-B03/14/2024 4.13.2023 ATTACHMENT A SCOPE OF WORK 1.0 Background: The City currently does not utilize an automated agenda management system and needs robust and comprehensive system that will meet the needs of the City Council, Commissions, and Committee agendas to enable the City and its staff to operate more efficiently. The City has Council meetings approximately twice per month and then there are 14 board and Commission that meet monthly so approximately 192 meetings annually that must be accommodated by the system. 1.1 Scope: A. Goals and Objectives 1. The Contractor shall provide a solution that can meet the standards outlined and accomplish the following primary goals (in no particular order): a. Centralized approach to compiling the agenda b. Capability to submit agenda items online c. Ability to edit documents in their native programs d. Capability to prepare action minutes e. Capability to view final agenda online, print, or copy to external media f. Read-only information access for the public g. Elastic search capabilities for agenda items and supporting material h. Collaborative workflow process allowing various authorization levels (including off- site) i. Capability to access agenda packet, including attachments, during the meeting j. Tracking system to let users know where a report is during the approval process k. Live stream Council meetings l. Play back archived Council meetings m. Real time meeting management including voting n. Allow for public comments during live meetings in writing 2. It is important that the solution allow configuration of multiple workflows. In addition, the City’s system administrator must be able to configure and manage workflows through a reasonably simple user interface. Workflows must support processes set at department levels as well as organizational workflows which drive items between departments (including a contract City Attorney who operates off- site and not on the City network). Finally, the system must allow for certain select users to override configured workflows as needed. 3. The solution shall be of an expandable, modular design to readily incorporate additional enhancements in the future for long-term reliability and technical efficiency. DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 4. A Needs/Requirements Matrix has been attached to the scope to outline more clearly the Cities expectations for this software. B. Requirements 1. Workflow a. Solution supports flexible workflow (sequential / parallel) allowing system Admin to set users rights on who is allowed to alter preconfigured workflows. b. Ability to (with proper security level) add/delete staff from the agenda item workflow/approval process ad hoc for an individual agenda item or redirect an existing workflow. c. Solution supports organization workflows and departmental workflows. d. Solution allows the contract city attorney to access workflow from outside of the city’s server. e. Solution supports e-mail notification in the workflow. f. Solution supports an admin interface allowing system admin to configure workflows as well as notifications. g. Offers the ability to assign proxy coverage if a user will be out of the office for a specified period of time. h. Certain approvers can have a user right to alter preconfigured workflows. This is configured by system admin. i. Ability of reviewers/approvers to return the document to a previous point in the process or to the original author. j. Approvers can comment/edit (Track Changes) and send report to anyone in or outside of workflow if necessary. k. Approvers can approve remotely. 2. Agendas and Agenda Item Creation a. Solution must support Microsoft Word for staff report creation, and allow for insertion of tables, charts, graphs, images and footnotes within the report. b. Solution templates must support required fields, data validation on fields and dependent drop downs designed to our standards. c. System must allow the ability to use previous reports as a template for new items. d. Solution provides a full screen staff report writing window. e. Solution allows adding “last minute” items to the agenda. f. Solution must support automatic conversion of attachments to PDF format and shall have optical character recognition for full text search. g. Solution must support unlimited attachments including oversized maps that may exceed 10MB. h. Seamless integration with Laserfiche document management solution to reference or import back up material to agenda. i. Users can monitor workflow for their items and view the status of the item in workflow. DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 j. Public Agendas can be customized to meet our specifications including font style, type and other attributes. k. Solution supports more than one agenda layout for different Council meeting types, Commissions and Committee. l. Static headings on the agenda template can easily be altered by Clerk administrator without assistance of the vendor. m. Clerk can edit any item, and/or bypass workflow to push an item onto the agenda. n. Clerk can reorder the agenda items. o. Clerk can reorder any attachments on an item. p. Clerk can preview then publish agenda. q. Clerk can create meetings and open them for users to add items to. r. Clerk can copy items from one meeting to another meeting without disrupting the agenda layout for the original meeting. s. Clerk can reassign items to other meetings. t. Solutions must support the publication of the final agenda in both HTML and PDF format to accommodate users with different needs. u. Integration with existing document management solutions to export final agenda and backup material to LaserFiche for records management. v. Integration with City website for publishing. w. Clerk can easily view the workflow on any item to check item status. x. Clerk can control meeting status: open, or closed for final approval. y. Meetings set to closed for final approval allow clerk to continue to edit the meeting and meeting items but lock out other users from making any changes. z. Councilmember comments are private in that no other user or council member can view them. aa. Councilmembers can delete comments at any time. bb. Councilmember comments/notes can be deleted as required by City's retention policy. 3. Meeting Minute Creation a. Ability to import agenda into minutes application to use for minutes template. b. Ability for staff to take and modify attendance and roll call at a meeting (including someone coming late or leaving early). c. Ability to activate/index items in any order desired, or entire sections. d. Solution supports recording votes of council members on individual motions. e. Solution supports recording item action such as passed, failed, rescheduled, tabled. This list is configurable to our standards. f. Integration with existing document management solutions to export final action minutes and back up materials to LaserFiche. g. Minute layouts pages can be customized to meet our specifications. DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 4. Document Management a. Councilmembers/Internal Users can use full text search to research past agendas and minutes. b. Councilmembers/Internal Users can view agenda and make comments on any item as part of their meeting preparation. c. Data conversion will be required of archived documents into the new system that are past videos, agendas, and minutes from various public meetings from 2006 to present. A link to these documents is as follows: https://www.palmspringsca.gov/government/departments/information- technology/palm-springs-community-television 5. Live Stream a. Live stream can be accessed from all devices, including iPads and smart phones. b. Video stream will be optimized depending on device bandwidth. c. Able to link agenda, minutes and supporting material to online video's corresponding video index. 6. Website View a. Can search for past and future meeting agendas (with OCR'd files for elastic search capability). b. Can view agendas/minutes in a HTML/web page format with the option to view the entire packet in a PDF file. c. Solution produces a single PDF file with bookmarks or links to respective reports and attachments. 7. Other Admin Tools a. Admin can set rights for approvers allowing some to have edit privileges and others to have read only privileges. b. Admin sets up groups of users that share rights to support reviewing and approval. 8. Audit and Security a. Allows the system administrator to: i. Define a minimum length password. ii. Define a password expiration timeframe. iii. Prohibit reusing of passwords. b. Integrates with Active Directory/Azure AD. i. Real-time (new users, disabled users in AD are immediately reflected in the system). ii. Can add users directly into system without corresponding AD account (for example, auditors). c. Allows for Single-Sign-On capabilities. d. Allows the system administrator to: DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 i. Configure control access to the application, modules, transactions, data and reports. ii. Define access rights (e.g. create, read, update, delete) by user ID or functional role. iii. Define functional access rights (e.g. processes, screens, fields, and reports) by user ID or functional role. iv. Restrict access to sensitive data elements by user ID, user groups or functional role. e. Maintains audit logging to record access activity: i. Login/logout attempts by user and workstation. ii. User submitted transactions. iii. Initiated processes. iv. System overrides. v. Additions, changes, or deletes to application-maintained data. 9. General Technical a. Provides the ability to configure workflows, codes, report parameters, and other elements to meet specific business needs using configuration and operating parameters provided and without the assistance of the vendor. b. Provides for upgrades to accommodate changes in laws, regulations, best practices, and new technology. c. Includes complete installation, operating, and system maintenance documentation. 10. Hosting Option (if provided) a. Provides system availability 24 hours a day, 365 days a year (not including Force Majeure Events or scheduled downtime). b. Ensures scheduled downtime is pre-approved one week in advance. c. Provides system uptime of 99.99%. d. Stores data in the Continental U.S. e. Maintains audit logging to record access activity: i. Login/logout attempts by user and workstation. ii. Initiated processes. iii. System overrides. iv. Additions, changes, or deletes to application-maintained data. f. Upon discovery or reasonable belief of any data breach, notifies by the fastest means available, and also in writing within 24 hours. Notification should include: i. The nature of the breach. ii. The data accessed, used, or disclosed. iii. The person(s) who accessed, used, disclosed, and/or received data (if known). DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 iv. What has been done to quarantine and mitigate the breach. v. What corrective actions has been taken to prevent future breaches. 11. Implementation The Contractor shall perform all tasks required to implement the new system, including all configuration, testing, training and the development and implementation of any interfaces. 12. Project Management a. The Contractor shall be responsible for applying project management methodologies in the areas of project planning, resource management, project monitoring, production control, configuration management, quality assurance, test planning and execution, training plan, implementation methodology, change management and business process re-engineering, post implementation support and documentation. The Contractor shall present a comprehensive project plan showing time and resources required to accomplish tasks including any tasks required by City staff to perform. b. Contractor shall provide project management resources leading to the successful deployment of the system. Contractor’s Project Manager will be responsible for coordinating the following: i. Project plan development and implementation, project risk monitoring and status reporting ii. Subcontractor tasking and performance monitoring iii. Requested system changes and modifications to the project plan iv. Technical, training, system documentation and support services c. During the course of the project and until final acceptance the Project Manager will: i. Attend regular status meetings ii. Submit regular status reports covering but not limited to the following items:  Progress of working being performed  Resources expended  Problems encountered  Corrective action taken  Status of issues iii. Participate in regularly schedule project status conference calls iv. Assist in preparation of change order requests as needed 13. Testing a. The implementation should include adequate provisions for user acceptance, integration performance and stress security and reliability testing. The Contractor shall develop and execute all test plans to assure that the system delivers the expected results. b. Satisfactory completion of a mutually agreed to acceptance test for each state of the implementation is required. A final acceptance test in a fully integrated environment to ensure components work together as intended is required. The acceptance test will include a confirmation of each functional requirement DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 identified, in addition to required performance and reliability acceptance procedures. 14. Training a. The Contractor will provide the following types of training: i. A training program for the City’s project implementation team that includes the training necessary to understand the interface configurations, data import/export capabilities, and workflow configuration options, etc. ii. A training program for application administrators that includes the training necessary to configure, tailor, monitor and administer the technical functional aspects of the system. iii. A training solution to support the training of end-users in the functionality of the various proposed system components. The City desires to develop a train the trainer approach. 15. Support and Maintenance The Contractor will provide ongoing support and maintenance of the accepted system for the five-year term or as amended. 1.2 Schedule: Work will commence on upon issuance of a notice to proceed and work to implement the system shall be completed within four months. 1.3 Compensation: Work will be compensated as a lumpsum for each year as outlined on the pricing sheet. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 ATTACHMENT B QUOTE / PRICING DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 ATTACHMENT C INSURANCE REQUIREMENTS INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___x_____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected off icials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 4.13.2023 ATTACHMENT D EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 January 31, 2024 City of Palm Springs 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 Account Information: Policy Holder Details :CARAHSOFT TECHNOLOGY CORP Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. 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 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/31/2024 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 AUTOMATIC DATA PROCESSING INS AGCY 76250717 71 HANOVER ROAD FLORHAM PARK NJ 07932 CONTACT NAME: PHONE (A/C, No, Ext): (800) 524-7024 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Fire and Its P&C Affiliates 00914 INSURED CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS RD STE 100 RESTON VA 20190-5230 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 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG 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 $ A 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 76 WEG ZJ6798 04/19/2023 04/19/2024 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Palm Springs 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 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 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/31/2024 Marsh &McLennan Agency LLC 5500 Cherokee Avenue,Suite 300 Alexandria VA 22312 800-274-0268 macertificates@marshmma.com The Cincinnati Insurance Company 10677 CARAHTECHN Endurance Assurance Corporation 11551CarahsoftTechnologyCorp. FedResults,Inc. 11493 Sunset Hills Road Suite 100 Reston VA 20190 Hartford Fire Insurance Company 19682 CNA Insurance Company Limited 99999 1279016959 A X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X ENP0651059 4/19/2023 4/19/2024 2,000,000 A 1,000,000 X X X EBA0651059 4/19/2023 4/19/2024 A X X 5,000,000ENP06510594/19/2023 4/19/2024 5,000,000 B C D Cyber &Professional Liability Crime Excess Cyber NRO30043701400 30TP032740921 768765766 8/27/2023 2/6/2023 1/1/2024 8/27/2024 2/6/2024 1/1/2025 $10,000,000 Occ $5,000,000 Limit $10,000,000 Limit $10,000,000 Agg $50,000 Deductible $1,000,000 Deduct City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:CARASOFT TECHNOLOGY CORPORATION DBA: Owner:CARAHSOFT TECHNOLOGY CORPORATION Mailing Address:11493 SUNSET HILLS RD STE 100 RESTON, VA 20190 License Number:OC-005662-2024 Expiration Date:03/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:11493 SUNSET HILLS RD STE 100, RESTON, VA 20190 Business Description:IT SERVICE PROVIDER TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 41487E24-8F85-4955-A623-3D157DF9BBF9