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SR 12-13-2022 5K City Council Report City Council Meeting: December 13, 2022 Agenda Item: 5.K 1 of 4 To: Mayor and City Council From: Joseph Cevetello, Chief Information Officer, Information Services Department, Customer Experience and Support Subject: Approval of Agreement Modification to SA Technologies (SQL Report Development Services) Recommended Action Staff recommends that the City Council: 1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines. 2. Authorize the City Manager to negotiate and execute a second modification to Agreement #11081 in an amount not to exceed $65,000 with SA Technologies, Inc., (SAT), a California-based company, for services related to SQL report development. This will result in a 30-month amended agreement with a new total amount not to exceed $255,000, with future year funding contingent on Council budget approval. Summary The City’s Enterprise Resource Planning (ERP) system, Tyler Munis, is the backbone of the City’s digital Financial and Human Resources operations, record keeping, and reporting. To meet the reporting and interface requirements, staff has been working with SA Technologies Inc. (SAT), a consultant, to design and develop custom reports and interfaces. The additional work will allow the City to test and implement reports and interfaces identified since the Human Resources and Payroll functions were implemented in 2018 and 2020. Hence, staff requests approval to extend the contract with SAT through June 30, 2025. This is an anticipated and planned for need of the overall ERP implementation that is included in the current budget. 5.K Packet Pg. 293 2 of 4 Discussion Though the Tyler Munis system delivers standard reports, staff requires additional custom reports to streamline processes and improve financial and resource oversight. These custom reports developed by SAT are essential for analysis and meeting regulatory, annual, and monthly reporting requirements. The City’s 18 MOU agreements have various provisions that are not federally or State mandated. The City’s bargaining unit MOUs and the benefits negotiated in the multiple MOUs are unique to the City and therefore not included in the configuration of the ERP system. Without custom reports, these MOUs are challenging to administer. Furthermore, the City must continue to maintain historical data pre-dating the data included in the current ERP system for a number of years for use in audits and to respond to CalPERS and Public Records Act inquiries. SAT is developing reports to access and use this data. There is a continuous need for report and interface development. However, Staff supporting Tyler Munis are committed to other projects related to supporting the system, launching a new benefits administration system, and supporting Department operations. Vendor Selection The City previously executed a professional services agreement Contract No. 3324 (CCS) with SAT in 2017. City Council authorized two additional modifications to increase the total contract price to $318,000. Contract No. 3324 terminated on June 30, 2020. The SAT consultant was in the process of developing reports and therefore the City entered into a new agreement so that the consultant could complete existing projects. On September 30, 2020, the City executed professional services agreement Contract No. 11081 (CCS) for an amount of $90,000 with SAT through June 2021. On April 13, 2021, the City executed a first modification of Contract No. 11081 for an additional amount of $100,000. The first modification expired on June 30, 2022. There is currently an additional need for reports and SQL development work to support benefits administration implementation and HR/Payroll audit reports and therefore a need for a second modification. The proposed second and final modification will bring the total contract to a total of $255,000. A City resource will be working alongside the 5.K Packet Pg. 294 3 of 4 consultant to gain necessary knowledge and expertise to take over future report development work. Environmental Finding Staff recommends the Council adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines. Past Council Actions Meeting Date Description 09/08/20 (attachment C) Agreement 11081(CCS) with SA Technologies, Inc. (SAT) 4/13/2021 (attachment D) First modification to agreement 11081 with SA Technologies, Inc. Financial Impacts and Budget Actions Staff seeks authority to approve available funding from the General Fund to increase the amount of the agreement with SA Technologies Inc. This funding is within the budget for the ERP project. Contract/Agreement Modification Request Agreement # Current Authorized Amount Modified Request Amount FY 2022-23 CIP Budget Account # Total Revised Contract Amount 11081 $190,000 $65,000 C0106320.689000 $255,000 Prepared By: Sreekanth Maddali, Principal Business Process Technology Analyst. Approved Forwarded to Council 5.K Packet Pg. 295 4 of 4 Attachments: A. May 22, 2018 Staff Report (Web link) B. August 13, 2019 Staff Report (Web link) C. September 8, 2020 Staff Report (Web link) D. April 13, 2021 Staff Report (Web link) E. 2017 OAKS INITIATIVE FORM F. Original Agreement - Contract Number 3324 G. SA Tech Ct. No. 10682 - Executed 1st Mod _Former Contract No. 3324 H. SA Tech Ct. No. 10682 - Executed 2nd Mod_Former contract No.3324 I. Original Agreement - Contract Number 11081 J. SA Tech Ct. No. 11081 - Executed 1st Mod 5.K Packet Pg. 296 CITY OF SANTA MONICA OAKS INITIATIVE NOTICE NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS, OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk. This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica. All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period. In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months. 5.K.e Packet Pg. 297 Attachment: 2017 OAKS INITIATIVE FORM (5411 : Modification to Agreement - SA Technologies (SQL Report Development Services)) CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Public benefits include: 1. Personal services contracts in excess of $25,000 over any 12-month period; 2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period; 3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period; 4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period; 5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000; 6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or 7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period. Name(s) of persons or entities receiving public benefit: Name(s) of trustees, directors, partners, and officers: Name(s) of persons with more than a 10% equity, participation, or revenue interest: Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY: Bid/PO/Contract # ____________________________ Permit # ___________________________ 5.K.e Packet Pg. 298 Attachment: 2017 OAKS INITIATIVE FORM (5411 : Modification to Agreement - SA Technologies (SQL Report Development Services)) 5.K.f Packet Pg. 299 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 300 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 301 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 302 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 303 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 304 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 305 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 306 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 307 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 308 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 309 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 310 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 311 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 312 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 313 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.f Packet Pg. 314 Attachment: Original Agreement - Contract Number 3324 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5.K.g Packet Pg. 315 Attachment: SA Tech Ct. No. 10682 - Executed 1st Mod _Former Contract No. 3324 (5411 : Modification to Agreement - SA Technologies (SQL 5.K.g Packet Pg. 316 Attachment: SA Tech Ct. No. 10682 - Executed 1st Mod _Former Contract No. 3324 (5411 : Modification to Agreement - SA Technologies (SQL 5.K.g Packet Pg. 317 Attachment: SA Tech Ct. No. 10682 - Executed 1st Mod _Former Contract No. 3324 (5411 : Modification to Agreement - SA Technologies (SQL 5.K.g Packet Pg. 318 Attachment: SA Tech Ct. No. 10682 - Executed 1st Mod _Former Contract No. 3324 (5411 : Modification to Agreement - SA Technologies (SQL 5.K.g Packet Pg. 319 Attachment: SA Tech Ct. No. 10682 - Executed 1st Mod _Former Contract No. 3324 (5411 : Modification to Agreement - SA Technologies (SQL 1 SECOND MODIFICATION OF AGREEMENT NO. 10682 (CCS) This Second Modification of Agreement Number 10682 (CCS) (“Second Modifica- tion”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and SA Technologies, Inc. (SA Technologies) is made with reference to the following: RECITALS A. On or about November 13, 2017, the City and SA Technologies entered into Agreement Number 3324 for professional services related to SQL report devel- oper/programmer services (“Original Agreement”). B. On May 22, 2018, the Santa Monica City Council authorized additional funds for a two-year extension of the Agreement. C. On or about June 26, 2018, the City and SA Technologies entered into a First Modification of Agreement Number 10682 (CCS) (“First Modification”), which extended the contract term to June 30, 2020; included additional services to be performed by SA Technologies; and, increased the contract price to pay for those additional services. The Original Agreement and First Modification may be re- ferred to collectively herein as “the Agreement.” D. On August 13, 2019, the Santa Monica City Council authorized additional funds and an increased number of estimated hours under the Agreement to accommo- date for increased demand for services. E. The City and SA Technologies desire to modify the Agreement to complete the ad- ditional services to be performed by SA Technologies and increase the contract price to pay for those additional services. TERMS AND CONDITIONS Now, therefore, the undersigned parties do hereby mutually agree to modify the Agree- ment as follows: 1. Section 4 of the Agreement entitled “Compensation” shall be modified by adding the following paragraph: Compensation. The City will compensate SA Technologies for the Ad- ditional Services identified in Exhibit A-1 of the Agreement in an amount not to exceed $100,000, as set forth in Exhibit B-2. The total contract price for services pursuant to the Original Agreement, the First Modification, and this Second Modification shall not exceed $318,000. DocuSign Envelope ID: 5CF956EA-4021-4697-92EC-484B682DBCC8 9/19/2019 5.K.h Packet Pg. 320 Attachment: SA Tech Ct. No. 10682 - Executed 2nd Mod_Former contract No.3324 (5411 : Modification to Agreement - SA Technologies (SQL 2 2. Exhibit B-2 is attached hereto and incorporated herein by this reference. All refer- ences in the Agreement to Exhibit B-1 shall be modified to reference Exhibit B-2 3. Except as expressly modified by this Second Modification, all other terms and con- ditions of the Agreement shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Second Modification as of the date and year first written above. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ LANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ RICK COLE City Manager SA Technologies Corporation #VENDOR By: _______________________________ DocuSign Envelope ID: 5CF956EA-4021-4697-92EC-484B682DBCC8 9/18/2019 City Attorney Lane Dilg 9/18/2019 Bavin Goda SA Technologies Inc Finance Controller City Manager Rick Cole 9/19/20199/19/2019 City Clerk Denise Anderson-Warren 5.K.h Packet Pg. 321 Attachment: SA Tech Ct. No. 10682 - Executed 2nd Mod_Former contract No.3324 (5411 : Modification to Agreement - SA Technologies (SQL 3 Exhibit B-2 Budget The City will compensate SA Technologies for programmer/developer at an hourly rate between $60 – $80 per hour for the term of this engagement. The hourly rate for each programmer/devel- oper must be pre-approved by the City in writing prior to assigning the programmer/developer to this project. The total not to exceed contract amount associated with this second modification will be $100,000. DocuSign Envelope ID: 5CF956EA-4021-4697-92EC-484B682DBCC8 5.K.h Packet Pg. 322 Attachment: SA Tech Ct. No. 10682 - Executed 2nd Mod_Former contract No.3324 (5411 : Modification to Agreement - SA Technologies (SQL - 1 - Contract No. 11081 (CCS) PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and SA Technologies, Inc. (“SA Technologies”), is made with reference to the following: RECITALS: A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. SA Technologies is qualified to do business, and is doing business, in the State of California. SA Technologies represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement. C. The City and SA Technologies now desire to enter into an agreement for SA Technologies to provide professional services to the City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERMS AND CONDITIONS 1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2021, unless sooner terminated in accordance with Section 14. 2. SA Technologies Services. SA Technologies will perform all the services (“Services”) described in Exhibit A, Scope of Services. SA Technologies will complete the Services in accordance with Exhibit B, Budget. 3. City Services. The City agrees to: 3.1 Make available to SA Technologies any currently existing documents, data or information required for the performance of the Services. 3.2 Designate a representative authorized to act on behalf of City. 3.3 Promptly examine and render findings on all documents submitted for staff review by SA Technologies. 4. Compensation. The City will compensate SA Technologies for the Services performed in an amount not to exceed $90,000, as set forth in Exhibit B. 5. Invoices. SA Technologies will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt. DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 9/30/2020 5.K.i Packet Pg. 323 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development - 2 - 6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows: 6.1 All notices, demands, requests or approvals to the City: Information Services Department City of Santa Monica 1685 Main Street, Suite 105 Santa Monica, California 90401 Attention: Sreekanth Maddali Re: Contract No. 11081 with a copy to: Santa Monica City Attorney’s Office 1685 Main Street, Third Floor Santa Monica, California 90401 Attention: City Attorney Re: Contract No. 11081 6.2 All notices, demands, requests or approvals to SA Technologies: SA Technologies 3031 Tisch Way, 110 Plaza West, San Jose, CA 95128 Attention: Raj Talukdar Re: Contract No. 11081 7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint ventures of one another. Neither the City nor its officers or employees will have any control over the conduct of SA Technologies or any of SA Technologies’s agents, employees, or subconsultants, except as otherwise provided in this Agreement. 8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and SA Technologies, and approved as to form by the City Attorney. 9. Insurance. Prior to commencing work, SA Technologies must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 324 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development - 3 - arise from or in connection with the performance of the Services by SA Technologies or SA Technologies’s agents, representatives, employees or subconsultants for the duration of this Agreement. SA Technologies must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications. 10. Defense and Indemnification. 10.1 Indemnification. As to SA Technologies’s Services produced under this Agreement, SA Technologies agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the acts, errors and/or omissions of SA Technologies, or SA Technologies’s employees, agents, officers, and subconsultants. SA Technologies’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of SA Technologies, its employees, agents or officers, or subconsultants; provided, however, that SA Technologies’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding SA Technologies’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from SA Technologies, if City chooses to do so. 10.2 Enforcement Costs. SA Technologies agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1. 11. Prohibition Against Transfers. 11.1 SA Technologies may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer. 11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of SA Technologies or of any general partner or joint venturer or syndicate member of SA Technologies, if a partnership or joint venture or syndicate exists, which results in changing the control of SA DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 325 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development - 4 - Technologies, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation. 12. Permits and Licenses. SA Technologies, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates. 13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement. 14. Default and Termination. 14.1 If SA Technologies fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to SA Technologies. 14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to SA Technologies. Upon termination of this Agreement, City will pay SA Technologies any compensation earned and unpaid up to the effective date of termination. 15. Compliance with Law. SA Technologies must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City. 16. Discrimination. SA Technologies may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability. 17. Nuisance. SA Technologies may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement. 18. Records. 18.1 SA Technologies must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. SA Technologies must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment. 18.2 SA Technologies must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. SA Technologies must clearly identify all records and make them readily accessible to the City. At the City’s request, SA DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 326 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development - 5 - Technologies must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records. 18.3 SA Technologies must allow the City to have free access to SA Technologies’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit SA Technologies’s records, and SA Technologies agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by SA Technologies, SA Technologies agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report. 19. Work Product; Reports. 19.1 Any work product prepared or caused to be prepared by SA Technologies or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by SA Technologies or any subconsultant pursuant to this Agreement may be made available to any individual or organization by SA Technologies without prior written approval by City. 19.2 At the City’s request, SA Technologies must furnish reports concerning the status of the Services. 20. Standard of Care. SA Technologies agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of SA Technologies’s profession currently practicing in the same locality under similar conditions. 21. Subconsultants. 21.1 If SA Technologies proposes to have any subconsultant perform any part of the Services, SA Technologies must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request. 21.2 SA Technologies will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between SA Technologies and any subconsultant (or between any subconsultant and others) must contain the following provision: This agreement is consistent with all terms and conditions of the Agreement No. 11081 (CCS) entered into between the City of Santa Monica and SA Technologies on^^____________________. DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 9/30/2020 5.K.i Packet Pg. 327 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development - 6 - 22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement. 23. Venue and Jurisdiction. The City and SA Technologies agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement. 24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement. 25. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein. Exhibit A Scope of Services Exhibit B Budget Exhibit C Insurance Requirements In witness whereof, the parties have caused this Agreement to be executed the day and year first above written. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk DENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ GEORGE S. CARDONA Interim City Attorney ANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ LANE DILG Interim City Manager RICK COLE City Manager SA Technologies Corporation #VENDOR By: ________________________________ DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 9/27/2020 Interim City Attorney George Cardona 9/28/2020 SA Technologies Inc Bhavin Goda Finance Controller Interim City Manager 9/30/2020 Lane Dilg City Clerk Denise Anderson-Warren 9/30/2020 5.K.i Packet Pg. 328 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development Exhibit A Scope of Services . SECTION 1: SCOPE OF WORK Scope of work SA Technologies understands that the City is interested in engaging an SQL report developer/programmer to assist with the implementation of the City’s ERP, Tyler Munis. The selected consultant would be a key contributor inside the ERP Reporting and Analytics team by creating robust reporting solutions, which meet the business needs of the organization. The consultant would communicate with business analysts, subject matter experts from departments’ business units, and counterparts in IT to complete system requirements, technical specifications and process documentation for assigned projects. The consultant would review, analyze, and evaluate the scope of the business problems presented and help identify viable technical solutions. The initial engagement will be for up to 6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions. The City’s work schedule is 9/80 with alternate Fridays off. The selected consultant will be working onsite with the Project team; however, the City may consider partial telecommute as an option. SAT’s consultant will perform following services:  Design, develop, modify, and implement reports using SSRS, and Power BI o Deliver accurate and timely ad-hoc extracts that support different business requirements o Communicate with business owners and project managers defining report requirements and creating effective solutions for those requirements. o Resolve report performance issues. o Perform data integrity and audit checks to ensure accuracy of reports. o Support and performs software life-cycle development. o Ensure standards and best practices used in development are followed and maintained o Work directly with business users in understanding the needs of the business and developing innovative, effective, and efficient SSRS reporting solutions to meet these requirements o Research, review, and analyze the effectiveness and efficiency of existing reports, and develop strategies for enhancing and improving the performance of these reports o Increase and enhance the developed reporting documentation effectiveness, thoroughness, and organization. DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 329 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development SECTION 2: LOCATION/PARKING SAT’s Selected candidate- Mr. Hariharan Shanmugam will perform all the project activities at the city’s onsite location. The City may consider partial telecommute as an option. Below is the address for delivering the services: City of Santa Monica, Information Systems Department Locations: 1717 4th Street, 1527 4th Street, and 1685 Main Street, Santa Monica, CA 90401. The initial engagement will be for 3-6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions. Contractor Parking. The City agrees to use its best effort to provide parking access for Contractor for the purpose of supporting contractor performance of its obligations under this Agreement. Contractor acknowledges and understands that the City is under no obligation to provide parking to Contractor. The City may at the City’s sole and absolute discretion reduce contractors access, change the designated parking areas, or otherwise restrict or revoke any parking privilege given by the City to Contractor under this Agreement. In addition, the City reserves the right to charge Contractor a fee, consistent with existing parking rates offered to the public, for any parking spaces provided. The City will provide Hariharan Shanmugam with 1 parking pass to access the Civic Center Parking Structure and the Civic Auditorium Lot for the duration of the Project. SECTION 3: DELIVERY SCHEDULE Once the SAT’s proposed SQL report developer/programmer- Mr. Hariharan Shanmugam allocate to the project his main work involves to assist to the Project Manager and subject matter expert. Consultant would be a key contributor inside the ERP Reporting and Analytics team by creating robust reporting solutions, which meet the business needs of the organization. The consultant would communicate with business analysts, subject matter experts from departments’ business units, and counterparts in IT to complete system requirements, technical specifications and process documentation for assigned projects. Delivery milestones will be decided by the City’s team. SECTION 4: COMMERCIALS SA Technologies is proposing SQL report developer/programmer Mr. Hariharan Shanmugam at the rate of $60/Hour. . DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 330 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development Exhibit B Budget The initial engagement for SA Technologies services will be for up to 6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions. SA Technologies will utilize Hariharan Shanmugam to provide the Services. The City will compensate SA Technologies for the Services at an hourly rate of $60/hour for the initial term of this engagement. The total not to exceed contract amount will be $90,000 ($60/hr. x 1,500 hours). DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 331 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development Exhibit C Insurance Requirements Consultant shall procure and maintain for the duration of the Agreement insurance against claims that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors. Minimum Scope and Limits of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non- owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1). 4. Technology Professional Errors and Omissions/Cyber Liability: Insurance with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. Coverage shall be sufficiently broad to respond to the duties DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 332 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development and obligations undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, invasion of privacy violations, information theft, release of private information, alteration of electronic information, extortion, and network security. The policy shall also provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Further, the policy shall include, or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data or information “property” of the City of Santa Monica in the care, custody, and control of the Consultant. If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica. Other Insurance Provisions 1. The insurance policies are to contain, or be endorsed to contain, the following provisions: a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37). DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 333 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica. DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 334 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development Claims Made Policies 1. If the Professional Liability policy provides “claims made” coverage: a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work. b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work. c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work. Verification of Coverage Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time. Failure to Maintain Insurance Coverage If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 335 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager. Footnotes # 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form. DocuSign Envelope ID: 4E1A176E-0236-4CC7-BE01-DEA82F4B08ED 5.K.i Packet Pg. 336 Attachment: Original Agreement - Contract Number 11081 (5411 : Modification to Agreement - SA Technologies (SQL Report Development 1 FIRST MODIFICATION OF AGREEMENT NO. 11081 (CCS) This First Modification of Agreement Number 11081 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and SA Technologies, Inc. (SA Technologies) is made with reference to the following: RECITALS A. On or about September 30th, 2020, the City and SA TECHNOLOGIES entered into Agreement Number 11081 (CCS) for services related to design and develop- ment of SQL reports (“Original Agreement”). B. The City and SA TECHNOLOGIES desire to modify the Original Agreement to extend the contract term, include additional services to be performed by SA TECHNOLOGIES, and to increase the contract price to pay for those additional services. TERMS AND CONDITIONS Now, therefore, the undersigned parties do hereby mutually agree to modify the Origi- nal Agreement as follows: 1. Section 1 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph: Term. This Agreement begins on the Execution Date and terminates on June 30, 2022, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing. 2. Section 2 of the Original Agreement entitled “SA TECHNOLOGIES Services” shall be modified by adding the following paragraph: Additional Services. SA TECHNOLOGIES will perform all of the ad- ditional services (“Additional Services”) described in Exhibit A-1, Scope of Services. SA TECHNOLOGIES will complete the Additional Ser- vices in accordance with Exhibit B-1, Budget. 3. Section 4 of the Original Agreement entitled “Compensation” shall be modified by adding the following paragraph: Compensation. The City will compensate SA TECHNOLOGIES for the Additional Services in an amount not to exceed $100,000, as set forth in Exhibit B-1. The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $190,000. 4. Exhibit A-1 and Exhibit B-1 are attached hereto and incorporated herein by this reference. DocuSign Envelope ID: B365B92C-BFD4-4F5E-9EED-DCAD29D51633 5/13/2021 5.K.j Packet Pg. 337 Attachment: SA Tech Ct. No. 11081 - Executed 1st Mod (5411 : Modification to Agreement - SA Technologies (SQL Report Development 2 5. Except as expressly modified by this First Modification, all other terms and condi- tions of the Original Agreement shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ LANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ RICK COLE City Manager SA TECHNOLOGIES Corporation #VENDOR By: _______________________________ DocuSign Envelope ID: B365B92C-BFD4-4F5E-9EED-DCAD29D51633 Interim City Attorney George S. Cardona 5/13/2021 Bhavin Goda SA Technologies Inc Finance Controller 5/13/2021 Lane Dilg Interim City Manager 5/13/2021 City Clerk Denise Anderson-Warren 5/19/2021 5.K.j Packet Pg. 338 Attachment: SA Tech Ct. No. 11081 - Executed 1st Mod (5411 : Modification to Agreement - SA Technologies (SQL Report Development 3 DocuSign Envelope ID: B365B92C-BFD4-4F5E-9EED-DCAD29D51633 5.K.j Packet Pg. 339 Attachment: SA Tech Ct. No. 11081 - Executed 1st Mod (5411 : Modification to Agreement - SA Technologies (SQL Report Development 4 Exhibit A Scope of Services SA Technologies will provide the Additional Services in accordance with the Scope of Work detailed below: . Section 1: Scope Of Work Scope of work SA Technologies understands that the City is interested in engaging an SQL report developer/programmer to assist with the implementation of the City’s ERP, Tyler Munis. The selected consultant would be a key contributor inside the ERP Reporting and Analytics team by creating robust reporting solutions, which meet the business needs of the organization. The consultant would communicate with business analysts, subject matter experts from departments’ business units, and counterparts in IT to complete system requirements, technical specifications and process documen- tation for assigned projects. The consultant would review, analyze, and evaluate the scope of the business problems presented and help identify viable technical solutions. The initial engagement will be for up to 6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions. The City’s work schedule is 9/80 with alternate Fridays off. The selected con- sultant will be working onsite with the Project team; however, the City may consider partial telecommute as an option. SAT’s consultant will perform following services: • Design, develop, modify, and implement reports using SSRS, and Power BI o Deliver accurate and timely ad-hoc extracts that support different business requirements o Communicate with business owners and project managers defining report requirements and creating ef- fective solutions for those requirements. o Resolve report performance issues. o Perform data integrity and audit checks to ensure accuracy of reports. o Support and performs software life-cycle development. o Ensure standards and best practices used in development are followed and maintained o Work directly with business users in understanding the needs of the business and developing innovative, effective, and efficient SSRS reporting solutions to meet these requirements o Research, review, and analyze the effectiveness and efficiency of existing reports, and develop strategies for enhancing and improving the performance of these reports o Increase and enhance the developed reporting documentation effectiveness, thoroughness, and organiza- tion. DocuSign Envelope ID: B365B92C-BFD4-4F5E-9EED-DCAD29D51633 5.K.j Packet Pg. 340 Attachment: SA Tech Ct. No. 11081 - Executed 1st Mod (5411 : Modification to Agreement - SA Technologies (SQL Report Development 5 Section 2: Location/pARKING SAT’s Selected candidate- Mr. Hariharan Shanmugam will perform all the project activities at the city’s onsite loca- tion. The City may consider partial telecommute as an option. Below is the address for delivering the services: City of Santa Monica, Information Systems Department Locations: 1717 4th Street, 1527 4th Street, and 1685 Main Street, Santa Monica, CA 90401. The initial engagement will be for 3-6 months with the option to extend at the sole discretion of the City with mutu- ally agreed terms and conditions. Contractor Parking. The City agrees to use its best effort to provide parking access for Contractor for the purpose of supporting contractor performance of its obligations under this Agreement. Contractor acknowledges and under- stands that the City is under no obligation to provide parking to Contractor. The City may at the City’s sole and abso- lute discretion reduce contractors access, change the designated parking areas, or otherwise restrict or revoke any park- ing privilege given by the City to Contractor under this Agreement. In addition, the City reserves the right to charge Contractor a fee, consistent with existing parking rates offered to the public, for any parking spaces provided. The City will provide Hariharan Shanmugam with 1 parking pass to access the Civic Center Parking Structure and the Civic Auditorium Lot for the duration of the Project. Section 3: Delivery Schedule Once the SAT’s proposed SQL report developer/programmer- Mr. Hariharan Shanmugam allocate to the project his main work involves to assist to the Project Manager and subject matter expert. Consultant would be a key contributor inside the ERP Reporting and Analytics team by creating robust reporting solutions, which meet the business needs of the organization. The consultant would communicate with business analysts, subject matter experts from departments’ business units, and counterparts in IT to complete system requirements, technical specifications and process documen- tation for assigned projects. Delivery milestones will be decided by the City’s team. Section 4: Commercials SA Technologies is proposing SQL report developer/programmer Mr. Hariharan Shanmugam at the rate of $60/Hour. . DocuSign Envelope ID: B365B92C-BFD4-4F5E-9EED-DCAD29D51633 5.K.j Packet Pg. 341 Attachment: SA Tech Ct. No. 11081 - Executed 1st Mod (5411 : Modification to Agreement - SA Technologies (SQL Report Development 6 Exhibit B-1 Budget SA Technologies will utilize Hariharan Shanmugam to provide the Additional Services. The City will compensate SA Technologies for the Additional Services at an hourly rate of $60/hour. The total amount paid to SA Technologies for the Additional Services will not exceed $100,000. The total compensation for the Services and the Additional Services provided pursuant to the Original Agreement and this First Modification shall not exceed $190,000. DocuSign Envelope ID: B365B92C-BFD4-4F5E-9EED-DCAD29D51633 5.K.j Packet Pg. 342 Attachment: SA Tech Ct. No. 11081 - Executed 1st Mod (5411 : Modification to Agreement - SA Technologies (SQL Report Development