RFP SFGOV-0000012029

COST ACCOUNTING AND DECISION SUPPORT SYSTEM

[Contractor name] Page | 1 [Date]

P-648 (DPH 01-2026) (PeopleSoft ID and/or Department-assigned number]

ATTACHMENT “M”

CITY’S CONTRACT TERMS

City and County of San Francisco

Office of Contract Administration

Purchasing Division

City Hall, Room 430

1 Dr. Carlton B. Goodlett Place

San Francisco, California 94102-4685

Software As A Service Agreement between the City and County of San Francisco and

[Insert name of contractor]

[Insert agreement number (if applicable)]

[Contractor name] Page | i [Date]

P-648 (DPH 01-2026) (PeopleSoft ID and/or Department-assigned number]

Table of Contents

Article 1 Definitions

Article 2 Term of the Agreement Article 3 Financial Matters

Article 4 Services and Resources

Article 5 Insurance; Indemnity; and Warranties

Article 6 Liability of the Parties Article 7 Payment of Taxes

Article 8 Termination; Disposition of Content; Survival

Article 9 Rights In Deliverables Article 10 Additional Requirements Incorporated by Reference

Article 11 General Provisions

Article 12 Department Specific Terms Article 13 Data and Security

Article 14 Force Majeure

Article 15 Appendices

Article 16 MacBride

[Contractor Name] 1 of XX [Date]

P-648 (01-26) (PeopleSoft ID and/or Department-assigned number)

This Agreement is made this [insert day] day of [insert month], [insert year], in the City and County of San Francisco (“City”), State of California, by and between [name and address of

Contractor] (“Contractor”) and City.

Recitals

WHEREAS, the Department of Public Health (“Department”) wishes to procure [insert short description of the services City intends to buy] from Contractor; and

WHEREAS, Contractor represents and warrants that it is qualified to perform the Services required by City as set forth under this Agreement; and

[RFP] WHEREAS, Contractor was competitively selected pursuant to a Request for Proposals

(“RFP’) entitled [enter RFP name] issued through Sourcing Event ID [Enter Number]; and

[RFQ] WHEREAS, Contractor was competitively selected pursuant to a Request for Qualifications (“RFQ”) entitled [enter RFQ name] issued through Sourcing Event ID [Enter

Number] which resulted in a prequalified pool of suppliers from which Contractor was selected

Choose: as the highest rank proposer in the prequalified pool or as the highest rank proposer after a solicitation by the Department to the prequalified pool or without a further solicitation to the prequalified pool because the Agreement will have a not-to-exceed amount that is less than or equal to the Minimum Competitive Amount as defined by Section 21.02 of the San

Francisco Administrative Code; and

[LBE requirements apply] WHEREAS, this is a contract for Services and there is a Local

Business Enterprise (“LBE”) subcontracting participation requirement with respect to the

Services, as defined further herein; and

[LBE requirements waived] WHEREAS, this is a contract for Services and the Local Business

Enterprise (“LBE”) subcontracting participation requirement for the Services has been waived pursuant to waiver CMD14BXXXXXXX; and

[Micro LBE Set Aside] WHEREAS, this is a Micro LBE Set Aside Contract as defined by Chapter

14B of the San Francisco Administrative Code; and

[Exempt from 14B] WHEREAS, this Contract is deemed exempt from Chapter 14B of the San

Francisco Administrative Code because [enter reason] and, as such, there is no Local Business

Enterprise (“LBE”) subcontracting participation requirement for this Agreement; and

[Single Contract - Approval by Duration]WHEREAS, approval for the Agreement was obtained on [insert date of Civil Service Commission action or DHR approval date if under $200K] from the [Civil Service Commission or Department of Human Resources on behalf of the Civil Service

Commission] under PSC number [insert PSC number] in the amount of [insert Dollar Amount] for the period of [insert number of years]; and

[Single Contract - CSC Approval by Start and End Dates]WHEREAS, approval for the

Agreement was obtained on [insert date of Civil Service Commission action or DHR approval date if under $200K] from the [Civil Service Commission or Department of Human Resources on behalf of the Civil Service Commission] under PSC number [insert PSC number] in the

[Contractor Name] 2 of XX [Date] amount of [insert Dollar Amount] for the period commencing [Insert Start Date] and ending

[Insert End Date]; and

[Multiple Contracts] WHEREAS, approval for the Agreement was obtained on [insert date of

Civil Service Commission action or DHR approval date if under $200K] from the [Civil Service Commission or Department of Human Resources on behalf of the Civil Service Commission] under PSC number [insert DHR PSC number and legacy PSC number if applicable] which authorizes the award of multiple agreements, the total value of which cannot exceed [insert dollar amount] and the individual duration of which cannot exceed [insert number of years];

and

WHEREAS, the City’s Health Commission reviewed this Agreement on [insert date of

Commission action] in the amount of [insert Dollar Amount] for the period commencing [Insert Start Date] and ending [Insert End Date]; and

WHEREAS, the Department has filed Ethics Form 126f2 (Notice of Submission of Proposal) because this Agreement has a value of $100,000 or more in a fiscal year and will require the approval of [Choose all that apply an elected officer of the City, a board on which an elected officer of the City serves, a state agency on whose board an elected officer of the City’s appointee serves, and/or the Board of Supervisors]; and

WHEREAS, the Department has filed Ethics Form 126f4 (Notification of Contract Approval) because this Agreement has a value of $100,000 or more in a fiscal year and will require the approval of [Choose all that apply an elected officer of the City, a board on which an elected officer of the City serves, a state agency on whose board an elected officer of the City’s appointee serves, and/or the Board of Supervisors]; and

WHEREAS, the City’s [Board of Supervisors] approved this Agreement by [insert resolution number] on [insert date of Commission or Board action] in the amount of [insert Dollar Amount] for the period commencing [Insert Start Date] and ending [Insert End Date]; and

Now, THEREFORE, the parties agree as follows:

Article 1 Definitions

The following definitions apply to this Agreement:

1.1 “Acceptance” means notice from the City to Contractor that the SaaS

Application meets the specifications and requirements contained in the Documentation and

Appendices. City’s Acceptance shall be governed by the procedures set forth in Section 4.3.

1.2 “Acceptance Period” means the period allocated by City to test the SaaS

Application to determine whether it conforms to the applicable specifications and, if appropriate, properly operates in the defined operating environment, is capable of running on a repetitive basis, and is otherwise in compliance with the service level obligations without failure.

[Contractor Name] 3 of XX [Date]

1.3 “Agreement” means this contract document, including all attached appendices, and all applicable City Ordinances and Mandatory City Requirements which are specifically incorporated into this Agreement by reference as provided herein.

1.4 “Appendices” means the appendices listed in Article 15 (“Appendices”) herein.

1.5 “Artificial Intelligence” or “Artificial Intelligence Model” means an engineered or machine-based system that varies in its level of autonomy and that can, for explicit or implicit objectives, infer from the input it receives how to generate outputs that can influence physical or virtual environments.

1.6 “Artificial Intelligence System” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

1.7 “Authorized Users” means a person authorized by City to access City’s Portal and use the SaaS Application, including any City employee, contractor, or agent, or any other individual or entity authorized by City.

1.8 “Back-Up Environment” means Contractor’s back-up Data Center for the SaaS

Services.

1.9 “Business Associate” or “BAA” has the meaning given to such term under

HIPAA and its implementing regulations, including 42 U.S.C. Section 17938 and 45 C.F.R.

Section 160.103, as may be amended from time to time.

1.10 “City” means the City and County of San Francisco, a municipal corporation, acting by and through both its Director of the Office of Contract Administration or the Director’s designated agent, hereinafter referred to as “Purchasing” and Department of Public Health.

1.11 “City Data” means all data collected, used, maintained, processed, stored, and/or generated by or on behalf of City in connection with this Agreement, including, without limitation, data resulting from use of the SaaS Service. City Data includes, without limitation, Confidential Information and Deliverable Data.

1.12 “City Portal” means an electronic gateway to a secure entry point via

Contractor’s Website that allows City and its Authorized Users to log in to an area where they can view and download information or request assistance regarding the SaaS Application and

Services.

1.13 “City’s Project Manager” means the individual specified by City pursuant to

Section 4.2.1 hereof, as the Project Manager authorized to administer this Agreement on City’s behalf.

1.14 “CMD” means the Contract Monitoring Division of the City.

[Contractor Name] 4 of XX [Date]

1.15 “Confidential Information” means confidential City information including, but not limited to, Personally Identifiable Information (“PII”), protected health information (“PHI”), or individual financial information (collectively, “Proprietary or Confidential Information”) that is subject to local, state or federal laws restricting the use and disclosure of such information.

These laws include, but are not limited to, Article 1, Section 1 of the California Constitution; the

California Information Practices Act/California Consumer Privacy Act (Civil Code § 1798 et seq.);

the California Confidentiality of Medical Information Act (Civil Code § 56 et seq.); the federal

Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); the privacy and information security aspects of the Administrative Simplification provisions of the federal Health Insurance

Portability and Accountability Act (45 CFR Part 160 and Subparts A, C, and E of part 164); and

San Francisco Administrative Code Chapter 12M (Chapter 12M). Confidential Information includes, without limitation, City Data.

1.16 “Contractor” means [insert name and address of contractor].

1.17 “Contractor Project Manager” means the individual specified by Contractor pursuant to Section 4.2.1 hereof, as the Project Manager authorized to administer this

Agreement on Contractor’s behalf.

1.18 “Contractor’s Website” means the Website that provides Authorized User access to the SaaS Application Services.

1.19 “Data Breach” means any access, destruction, loss, theft, use, modification or disclosure of City Data by an unauthorized party or that is in violation of the Agreement terms and/or applicable local, state or federal law.

1.20 “Data Center(s)” means a physical location within the United States where

Contractor (or its subcontractor) houses and operates the hardware (including computers, computer servers, routers, and other related equipment and devices) on which Contractor (and or its subcontractor) hosts via the Internet the SaaS Application and City Data pursuant to this

Agreement.

1.21 “Deliverable Data” means any data that is required to be delivered to City as a

Deliverable, or as a part of a Deliverable, under this Agreement.

1.22 “Deliverables” means Contractor’s work product resulting from the Services provided by Contractor to City during the course of Contractor’s performance of the

Agreement.

1.23 “Disabling Code” means computer instructions or programs, subroutines, code, instructions, data or functions (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function, that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of City’s access to the SaaS Services through Contractor’s Website and/or Authorized User’s processing environment, the system in which it

[Contractor Name] 5 of XX [Date] resides, or any other software or data on such system or any other system with which it is capable of communicating.

1.24 “Documentation” means the technical publications relating to the use of the

SaaS Application, such as reference, installation, administrative and programmer manuals, provided by Contractor to City.

1.25 “End Users” means any Authorized User who accesses Contractor’s Website and uses the SaaS Application and Services.

1.26 “Generative Artificial Intelligence” means Artificial Intelligence that can generate derived synthetic content, such as text, images, video, and audio, that emulates the structure and characteristics of the Artificial Intelligence’s training data.

1.27 “Health Care Component” has the meaning given to such term under HIPAA and its implementing regulations, including 45 C.F.R. Section 164.103, as may be amended from time to time.

1.28 “Hybrid Entity” has the meaning given to such term under HIPAA and its implementing regulations, including 45 C.F.R. Section 164.103, as may be amended from time to time.

1.29 “Internet” means that certain global network of computers and devices commonly referred to as the “internet,” including, without limitation, the World Wide Web.

1.30 “Mandatory City Requirements” means those City laws set forth in the San

Francisco Municipal Code, including the duly authorized rules, regulations, and guidelines implementing such laws that impose specific duties and obligations upon Contractor.

1.31 “Open Source Software” means software with either freely obtainable source code, a license for modification, or permission for free distribution.

1.32 “Party” or “Parties” means, respectively, the City and Contractor either individually or collectively.

1.33 “Performance Credit” means credit due to City by Contractor with regard to

Contractor’s service level obligations in Appendix D (Service Level Obligations).

1.34 “Personal Identifiable Information (PII)” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household. Personal information includes, but is not limited to, the following if it identifies, relates to, describes, is reasonably capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular individual or household as further defined in the California Consumer Privacy Act.

1.35 “Precedence” means that, notwithstanding the terms of any other document executed by the Parties as a part of this Agreement, the terms of this Agreement shall control over any discrepancy, inconsistency, gap, ambiguity, or conflicting terms set forth in any other

Contractor pre-printed document.

[Contractor Name] 6 of XX [Date]

1.36 “Preexisting Data” means data owned by either Party that exists prior to the

Agreement start date.

1.37 “SaaS Application” means one or more of the proprietary computer software programs identified in Appendix A, all related materials, Documentation, corrections, patches or updates thereto, received by City from Contractor.

1.38 “SaaS Application Patch” means an update to the SaaS Application comprised of code inserted (or patched) into the code of the SaaS Application, and which may be installed as a temporary fix between full releases of a SaaS Application Revision or SaaS Application Version. Such a patch may address a variety of issues including without limitation fixing a

Software bug, installing new drivers, addressing new security vulnerabilities, addressing software stability issues, and upgrading the Software. SaaS Application Patches are included in the annual payments made by City to Contractor for the SaaS Services under this Agreement.

1.39 “SaaS Implementation and Training Services” means the services by which

Contractor will implement all necessary Software configurations and modules necessary to make the SaaS Application available and accessible to City.

1.40 “SaaS Issue” means a problem with the SaaS Services identified by City that requires a response by Contractor to resolve.

1.41 “SaaS Maintenance Services” means the activities to investigate, resolve SaaS Application and Services issues and correct product bugs arising from the use of the SaaS

Application and Services in a manner consistent with the published specifications and functional requirements defined during implementation.

1.42 “SaaS Services” means the Services performed by Contractor to host the SaaS

Application to provide the functionality listed in the Documentation.

1.43 “SaaS Severity Level” means a designation of the effect of a SaaS Issue on City.

The severity of a SaaS Issue is initially defined by City and confirmed by Contractor. Until the

SaaS Issue has been resolved, the Severity Level may be raised or lowered based on

Contractor’s analysis of impact to business.

1.44 “SaaS Software Error” means any failure of SaaS Software to conform in all material respects to the requirements of this Agreement or Contractor’s published specifications.

1.45 “SaaS Software Error Correction” means either a modification or addition that, when made or added to the SaaS Software, brings the SaaS Software into material conformity with the published specifications, or a procedure or routine that, when observed in the regular operation of the SaaS Software, avoids the practical adverse effect of such nonconformity.

1.46 “SaaS Software Revision” means an update to the current SaaS Software

Version of the SaaS Software code that consists of minor enhancements to existing features

[Contractor Name] 7 of XX [Date] and code corrections. SaaS Software Revisions are provided and included with the annual service payments made by City to Contractor for the SaaS Service.

1.47 “SaaS Software Version” means the base or core version of the SaaS Software that contains significant new features and significant fixes and is available to City. SaaS Software Versions may occur as the SaaS Software architecture changes or as new technologies are developed. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d, an example of which would be NCC 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 4 refers to a fix. All SaaS Software

Versions are provided and included as part of this Agreement upon request or approval from

City for the upgrade.

1.48 “Scheduled SaaS Maintenance” means the time (in minutes) during the month, as measured by Contractor, in which access to the SaaS Services is scheduled to be unavailable for use by City due to planned system maintenance and major version upgrades.

1.49 “Services” means the hosting, maintenance and support, and professional services provided by Contractor under this Agreement.

1.50 “Successor Service Provider” means a new service provider, if any, selected by

City in the event the SaaS Services are terminated under this Agreement.

1.51 “Third-Party Software” means third-party software included in the SaaS

Application.

1.52 “Training data” means data used for training an AI system through fitting its learnable parameters.

1.53 “Transition Services” means that assistance reasonably requested by City to effect the orderly transition of the SaaS Services, in whole or in part, to City or to Successor

Service Provider.

Article 2 Term of the Agreement

2.1 Term.

2.1.1 Term. The term of the Agreement shall be for X years and shall commence on [insert Contractor’s start date] and expire on [insert expiration date], unless earlier terminated as otherwise provided herein.

2.1.2 Options to Extend. The City has [number of options] options to renew the Agreement for a period of [one year or other time span] each. The City may extend this

Agreement beyond the expiration date by exercising an option at the City’s sole and absolute discretion and by modifying this Agreement as provided in Section 11.5 (“Modification of this

Agreement”).

Article 3 Financial Matters

[Contractor Name] 8 of XX [Date]

3.1.1 Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation. This Agreement is subject to the budget and fiscal provisions of Section 3.105 of City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization.

This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the

Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement.

THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

3.1.2 Maximum Costs. City’s payment obligation to Contractor cannot at any time exceed the amount certified by City’s Controller for the purpose and period stated in such certification. Absent an authorized emergency per City Charter or applicable Code, no City representative is authorized to offer or promise, nor is City required to honor, any offered or promised payments to Contractor under this Agreement in excess of the certified maximum amount without the Controller having first certified the additional promised amount and the

Parties having modified this Agreement as provided in Section 11.5, “Modification of this

Agreement.”

3.2 Authorization to Commence Work. Contractor shall not commence any work under this Agreement until City has issued formal written authorization to proceed, such as a purchase order, task order or notice to proceed. Such authorization may be for a partial or full scope of services.

3.3 Compensation.

3.3.1 Contract Not to Exceed Amount. The amount of this Agreement shall not exceed [insert whole dollar amount in numbers and words in bold -- no pennies and no

“.00”], the breakdown of which appears in Appendix C, “Calculation of Charges.” City shall not be liable for interest or late charges for any late payments. City will not honor minimum service order charges for any Services covered by this Agreement.

(a) SaaS Implementation and Training Services: The breakdown of costs associated with the SaaS Implementation and Training Services appear in Appendix C (“Calculation of Charges”). Compensation for Services rendered pursuant to Appendix A shall be made in monthly payments on or before the 30th day of each month for work that City, in its reasonable discretion, concludes has been performed as of the 1st day of the immediately preceding month. In no event shall the amount for SaaS Implementation and Training Services

[Contractor Name] 9 of XX [Date] under this Agreement exceed [insert whole dollar amount in numbers and words in bold --no pennies and no “.00”].

(b) SaaS Application and Hosted Services: The breakdown of costs associated with the SaaS Application and Hosted Services appear in Appendix C (“Calculation of Charges”). Compensation for Services rendered pursuant to Appendix B shall be made in quarterly payments, based on a calendar year, on or before the 1st day of each quarter. In no event shall the amount for SaaS Application and Hosted Services under this Agreement exceed

[insert whole dollar amount in numbers and words in bold -- no pennies and no “.00”]. If there is an increase in annual SaaS Application and Hosted Services charges, Contractor shall give City written notice of such increase at least thirty (30) days prior to the expiration of the applicable SaaS Application and Hosted Services period. Annual SaaS Application and Hosted Services charges shall not increase more than three percent (3%) of the rate of the year immediately prior to such increase.

3.3.2 Payment Limited to Satisfactory Services. Contractor is not entitled to any payments until City approves the Services delivered. Payments to Contractor by City shall not excuse Contractor from its obligation to replace the unsatisfactory Services even if the unsatisfactory character was apparent or could have been detected at the time such payment was made. Non-conforming Services may be rejected by City and in such case must be replaced by Contractor without delay at no cost to City.

3.3.3 Withhold Payments. If Contractor fails to provide Services in accordance with Contractor’s obligations under this Agreement, the City may withhold any and all payments due Contractor until such failure to perform is cured, and Contractor shall not stop work as a result of City’s withholding of payments as provided herein.

3.3.4 Invoicing. Contractor shall invoice the City for the

[Commodities / Services] provided under this Agreement on a timely basis, and in no event later than [30/45/60] days after delivery of the [Commodities / Services] or as specified in Appendix B, Calculation of Charges, except for the last invoice of the fiscal year which must be submitted within [15] days before the end of July. Invoices submitted by Contractor must be in a form acceptable to the Controller and City and include a unique invoice number and a specific invoice date. Payment shall be made by

City as specified in Section 3.3.6, or in such alternate manner as the Parties have mutually agreed upon in writing. All invoices must show the PeopleSoft Purchase Order

ID Number, PeopleSoft Supplier Name and ID, Item numbers (if applicable), complete description of Services performed, sales/use tax (if applicable), contract payment terms and contract price. Invoices that do not include all required information or contain inaccurate information will not be processed for payment.

3.3.5 LBE Payment and Utilization Tracking System. LBE

Subcontracting Participation Requirements apply to this Agreement. Contractor shall:

[Contractor Name] 10 of XX [Date]

(a) within three (3) business days of City’s payment of any invoice to Contractor, pay LBE subcontractors as provided under Chapter 14B.7(H)(9); and (b) within ten (10) business days of City’s payment of any invoice to Contractor, confirm its payment to subcontractors using City’s Supplier Portal Payment Module, unless instructed otherwise by CMD. Failure to submit all required payment information to City’s Supplier

Portal Payment Module with each payment request may result in the withholding of twenty percent (20%) of subsequent payments due. Self-Service Training is located at this link: https://sfcitypartner.sfgov.org/pages/training.aspx.

3.3.1 Payment Terms.

(a) Payment Due Date. Unless City notifies the Contractor that a dispute exists, Payment shall be made within [Enter number of days, generally ≥ 30] calendar days, measured from (1) the rendering of the Services or (2) the date of receipt of the invoice, whichever is later. Payment is deemed to be made on the date City issued a check to Contractor or, if Contractor agreed to electronic payment, the date City has posted electronic payment to

Contractor.

(b) Payment Discount Terms. The Payment Discount Terms for this

Agreement are as follows: [___] %/[___]Days, Net [___]. The Payment Discount period begins upon date of completion of delivery of the Services on a purchase order for which payment is sought, or upon date of receipt of properly prepared invoices covering such items, whichever is later. Payment is deemed to be made, for the purpose of earning the discount, on the date

City issued a check to Contractor or, if Contractor has agreed to electronic payment, the date

City posted electronic payment to Contractor.

(c) City utilizes a commercial product through its banking partner to pay City contractors electronically. Contractors shall sign up to receive electronic payments to be paid under this Agreement. To sign up for electronic payments, visit SF City Partner at sfgov.org

At the option of City, Contractor may be required to submit invoices directly in the City’s financial and procurement system. Refer to the following website for more information:

https://sfcitypartner.sfgov.org/pages/training.aspx

3.3.1 Grant Funded Contracts.

(a) Grant Terms. The funding for this Agreement is provided in full or in part by a Federal or State Grant to City. As part of the terms of receiving the funds, City is required to incorporate some of the terms into this Agreement. The incorporated terms may be found in Appendix [insert appendix letter], “Grant Terms.” To the extent that any Grant Term is inconsistent with any other provisions of this Agreement such that Contractor is unable to comply with both the Grant Term and the other provision(s), the Grant Term shall apply.

(b) Disallowance. If Contractor requests or receives payment from City for Services, reimbursement for which is later disallowed due to Contractor’s non-compliance with the Grant Terms, Contractor shall promptly refund the disallowed amount to https://sfcitypartner.sfgov.org/pages/index.aspx https://sfcitypartner.sfgov.org/pages/index.aspx https://sfcitypartner.sfgov.org/pages/training.aspx

[Contractor Name] 11 of XX [Date]

City upon City’s request. At its option, City may offset the amount disallowed from any payment due or to become due to Contractor under this Agreement or any other agreement between

Contractor and City.

(c) Subgrantees. Contractor shall insert each Grant Term into each lower tier subcontract. Contractor is responsible for compliance with the Grant Terms by any subcontractor, lower-tier subcontractor or service provider.

3.4 Audit and Inspection of Records. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts.

3.4.1 Contractor shall annually have its books of accounts audited by a

Certified Public Accountant and a copy of said audit report and the associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. If Contractor expends $750,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Said requirements can be found at the following website address: https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl.

3.4.2 If Contractor expends less than $750,000 a year in Federal awards, Contractor is exempt from the single audit requirements for that year, but records must be available for review or audit by appropriate officials of the Federal Agency, pass-through entity and General Accounting Office. Contractor agrees to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor.

3.4.3 The Director of Public Health or his / her designee may approve a waiver of the audit requirement in Section 3.4.2 above, if the contractual Services are of a consulting or personal services nature, these Services are paid for through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl

[Contractor Name] 12 of XX [Date] for a waiver must be submitted to the DIRECTOR ninety (90) calendar days before the end of the Agreement term or Contractor’s fiscal year, whichever comes first.

3.4.4 Any financial adjustments necessitated by this audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or may be made by another written schedule determined solely by the City. In the event Contractor is not under contract to the City, written arrangements shall be made for audit adjustments.

3.5 Submitting False Claims. The full text of San Francisco Administrative Code Section 21.35, including the enforcement and penalty provisions, is incorporated into this

Agreement. Any contractor or subcontractor who submits a false claim shall be liable to City for the statutory penalties set forth in that section.

3.6 Reserved. (Payment of Prevailing Wages)

3.7 Contract Amendments; Budgeting Revisions.

3.7.1 Formal Contract Amendment. Contractor shall not be entitled to an increase in the Compensation or an extension of the Term unless the Parties agree to a Formal

Amendment in accordance with the San Francisco Administrative Code and Section 11.5

(Modifications of this Agreement).

3.7.2 City Revisions to Program Budgets. The City shall have authority, without the execution of a Formal Amendment, to (1) purchase additional Services within the

Statement of Work or (2) reallocate funding among the Services within the Statement of Work.

Any change made under this Subsection 3.7.2 must not involve an increase in the Maximum Cost or Amount Not to Exceed or a change to the Term of this Agreement, and must be approved in writing by both Parties, by a person with legal authority to bind their respective

Party to its terms. Contractor shall not proceed with any work contemplated in any revision to program budget until Contractor receives written notification from City to commence such work. All revisions to program budget will become part of this Agreement, after written execution by the Parties, which will then form the new baseline upon which future changes will be measured.

3.7.3 City Program Scope Reduction. In order to preserve the Agreement and enable Contractor to continue to perform work albeit potentially on a reduced basis, the City shall have authority during the Term of the Agreement, without the execution of a Formal Amendment, to reduce scope, temporarily suspend the Agreement work, and/or convert the

Term to month-to-month (Program Scope Reduction), by use of a written Revision to Program

Budgets, executed by the Director of Health, or his or her designee, and Contractor. Contractor understands and agrees that the City’s right to effect a Program Scope Reduction is intended to serve a public purpose and to protect the public fisc and is not intended to cause harm to or penalize Contractor. Contractor provides City with a full and final release of all claims arising from a Program Scope Reduction. Contractor further agrees that it will not sue the City for damages arising directly or indirectly from a City Program Scope Reduction.

[Contractor Name] 13 of XX [Date]

Article 4 Services and Resources

4.1 SaaS Licensed Software. Subject to the terms and conditions of this

Agreement, Contractor hereby grants City and Authorized Users a renewable, irrevocable, non-exclusive, royalty-free, and worldwide license to access, display, and execute the SaaS Application and SaaS Services during the Term of this Agreement and any renewals thereof, if any.

4.1.1 Click-Wrap Disclaimer. No “click to accept” agreement that may be required for City and/or Authorized Users’ access to the SaaS Services or Contractor’s Website and no terms of use, terms of service, or privacy policy referenced therein or conditioned for use of the SaaS Services or Contractor’s Website shall apply. Only the provisions of this

Agreement as amended from time to time shall apply to City and/or Authorized Users for access thereto and use thereof. The Parties acknowledge that City and/or each Authorized User may be required to click “Accept” as a condition of access to the SaaS Services through Contractor’s

Website, but the provisions of such “click to accept” agreement and other terms (including terms of use, terms of service, and privacy policy) contained or referenced therein shall be null and void for City and/or each such Authorized User. The foregoing does not apply to City’s own click-wrap agreements in the event City chooses to have Contractor include terms of use, terms of service, privacy policies, or similar requirements drafted and approved by City.

4.1.2 SaaS Application Title. City acknowledges that title to each SaaS

Application shall at all times remain with Contractor and that City has no rights in the SaaS

Application except those expressly granted by this Agreement.

4.1.3 Authorized APIs. City shall also be permitted to access and use Contractor’s SaaS Application Program Interfaces (APIs) when commercially available to develop and modify, as necessary, macros and user interfaces for use with any existing or future City systems and infrastructure. For purposes of this Agreement, such development shall be deemed an authorized modification and does not violate the licenses granted under this Agreement but will not be supported by Contractor unless provided for in this Agreement. Functionality and compatibility of City developed macros will be sole responsibility of City. Any such macros or user interfaces developed by City shall become the property of City. All flat-file exchanges will be over an encrypted file transport service (ftps/vsftpd/scp/sftp) to a secure private ftp site.

4.1.4 Proprietary Markings. City agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the SaaS

Application or any related materials or Documentation.

4.2 Project Managers; Services Contractor Agrees to Perform.

4.2.1 Project Managers. Contractor and City shall each designate a Project

Manager, who shall be accessible by telephone throughout the duration of the Agreement and shall be available 9 a.m. to 5 p.m. (Pacific Standard Time), Monday through Friday, excluding City-designated holidays. These hours may be adjusted by mutual agreement of City and

[Contractor Name] 14 of XX [Date]

Contractor. Contractor shall use its best efforts to maintain the same Project Manager throughout the duration of the Agreement. However, if Contractor needs to replace its Project

Manager, Contractor shall provide City with written notice thereof at least forty-five (45) days prior to the date the Project Manager shall be replaced. Notwithstanding the foregoing, Contractor will have the right to appoint temporary Project Managers in connection with short-term unavailability, sick leave or reasonable vacations. Contractor shall notify City in advance of any such temporary appointments. City may require Contractor to replace its Project

Manager, by giving Contractor notification thereof and City’s objective reasons therefor.

Contractor’s Project Manager: [Name]

[Address]

[e-mail] [phone number]

City’s Project Manager: [Name] [Address]

[e-mail]

[phone number]

4.2.2 Services Contractor Agrees to Perform. Contractor will perform all of the Services set forth in the Agreement, including but not limited to, Appendix A (SaaS

Implementation and Training Services), Appendix B (SaaS Application and Hosted Services), Appendix D (Service Level Obligations), and the following: Officers and employees of the City are not authorized to request, and the City is not required to compensate Contractor for

Services beyond those stated.

(a) Maintenance and Support. Contractor shall provide Maintenance/Support in accordance with Appendix B (SaaS Application & Hosting Services).

Maintenance and Support Services include the provision of upgrades and a service desk, during the term of this Agreement for the SaaS Application(s).

(b) Hosting. Contractor shall provide hosting in accordance with

Appendix B, including the following:

(i) Hosting Infrastructure. Contractor shall provide all hosting infrastructure, including, but not limited to, hardware, software and other equipment, at Contractor’s hosting site as required to provide hosting and deliver the SaaS Application and

Services.

(ii) Security. Contractor shall ensure that all electronic transmission or exchange of City Data between the Services and Authorized Users will be encrypted using current industry standards. Contractor shall also ensure that all data exchanged between the Parties shall be used expressly and solely by Contractor for the purposes stated in the Agreement. City Data shall not be distributed, repurposed, or shared across other applications, environments, or business units of Contractor not involved in

[Contractor Name] 15 of XX [Date] administration of this Agreement, unless otherwise permitted in this Agreement. Remote access to view City Data by Contractor for technical support purposes from outside the United

States is prohibited without the formal written approval of City as long as City Data remains hosted solely on hardware residing on Data Centers located in the United States and no City Data is downloaded to or stored on any hardware residing on Data Centers not residing in the

United States.

(iii) Access. Contractor shall provide Authorized Users 24/7 access to the SaaS Application(s).

(iv) Disaster Recovery and Business Continuity. Contractor shall provide Disaster Recovery Services and assist with Business Continuity as described in

Section 14.4 and Appendix E.

(c) Service Level Obligations. Contractor shall comply with the support (24/7 service desk) and Service Level Obligations described in Appendix D.

4.2.3 Acceptance Testing; Document Delivery; Training. After City has obtained access to the SaaS Application and Services, and subsequent to each SaaS Software version upgrade, revision and patch as further outlined in Appendix B, City and Contractor shall conduct user acceptance testing as outlined in Appendices A and B, as the case may be, to verify that the SaaS Application and Services substantially conform to the specifications and City’s requirements contained therein. In the event that City determines that the SaaS Services do not meet such specifications, City shall notify Contractor in writing, and Contractor shall modify or correct the SaaS Services so that it satisfies the Acceptance criteria. The date of Acceptance will be that date upon which City provides Contractor with written notice of satisfactory completion of Acceptance testing. If City notifies Contractor after the Acceptance

Testing Period that the SaaS Services do not meet the Acceptance criteria outlined in Appendices A and B, as the case may be, then City shall be entitled to terminate this Agreement in accordance with the procedures specified in Article 8 herein, and shall be entitled to a full refund of any fees paid as part of this Agreement prior to termination.

4.2.4 Document Delivery. Contractor will deliver completed

Documentation in electronic format for the SaaS Application at the time it gives City access to the SaaS Application. The Documentation will accurately and completely describe the functions and features of the SaaS Application, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized

User can become self-reliant with respect to access and use of the SaaS Application.

City shall have the right to make any number of additional copies of the Documentation at no additional charge. The City may withhold its issuance of the notice of final

Acceptance until City receives the completed Documentation.

4.3 Qualified Personnel. Contractor represents and warrants that it is qualified to perform the Services for which it is contracted to provide through this Agreement, and that all

[Contractor Name] 16 of XX [Date]

Services will be performed by competent personnel with the degree of skill and care required by current and sound professional procedures and practices under the supervision of, and in the employment of, Contractor (or Contractor’s authorized subcontractors) to perform the

Services. Contractor will comply with City’s reasonable requests regarding assignment and/or removal of personnel, but all personnel, including those assigned at City’s request, must be supervised by Contractor. Contractor shall commit adequate resources for timely completion within the project schedule specified in this Agreement.

4.4 Subcontracting. Contractor may subcontract portions of the Services only upon prior written approval of City. Contractor is responsible for its subcontractors throughout the course of the work required to perform the Services. All subcontracts must incorporate the terms of Article 10 “Additional Requirements Incorporated by Reference” of this Agreement, unless inapplicable. Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of, the other Party. Any agreement made in violation of this provision shall be null and void. [Use the following sentence and list desired subcontractors if a specific contractor is required for services – otherwise omit:] City’s execution of this Agreement constitutes its approval of the subcontractors listed below and/or in Appendices.

4.5 Independent Contractor; Payment of Employment Taxes and Other

Expenses.

4.5.1 Independent Contractor. For the purposes of this Section 4.5, “Contractor” shall be deemed to include not only Contractor, but also any agent or employee of Contractor. Contractor acknowledges and agrees that, at all times, Contractor is an independent contractor and is wholly responsible for the manner and means by which it performs the Services and work required under this Agreement. Contractor, including its agents and employees will not represent or hold itself/themselves out to be employees of City at any time. Contractor shall not have employee status with City, nor be entitled to participate in any plans, arrangements, or distributions by City pertaining to or in connection with any retirement, health or other benefits that City may offer its employees. Contractor is liable for its acts and omissions. Contractor shall be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, unemployment compensation, insurance, and other similar responsibilities related to Contractor’s performing Services and work, or any agent or employee of Contractor providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between City and Contractor or any of its agents or employees. Contractor agrees to maintain and make available to City, upon request and during regular business hours, accurate books and accounting records demonstrating Contractor’s compliance with Section

4.5. Should City determine that Contractor is not performing in accordance with the requirements of Section 4.5, City shall provide Contractor with written notice of such failure.

Within five (5) business days of Contractor’s receipt of such notice, and in accordance with Contractor policy and procedure, Contractor shall remedy the deficiency. Notwithstanding, if

City believes that an action of Contractor warrants immediate remedial action by Contractor, [Contractor Name] 17 of XX [Date]

City shall contact Contractor and provide Contractor in writing with the reason for requesting such immediate action.

4.5.2 Payment of Employment Taxes and Other Expenses. Should

City, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that Contractor is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Contractor which can be applied against this…