HomeMy WebLinkAboutCD Online Permit Guide SoftwareCamino
CAMINO INC. SOFTWARE SERVICES AGREEMENT
Organization Contact Billing Contact (If Different)
Customer Name: City of San Rafael, CA
Contact Name: Don Jeppson
Address: 1400 5th Ave
San Rafael, CA 94901
Effective Date: August 1, 2019
Scope of Agreement:
Camino will host an online Permit Guide application with the following features:
• An online portal where residents and contractors can create an account and view all projects they are working
on through the system.
• An intelligent Guide that will ask applications a series of questions about their project and inform them whether
they need a permit.
• If a permit is required for a project, the Guide will generate a customized checklist of steps for the applicant to
follow, complete with detailed instructions.
• The Guide will flag whether a project falls within geographic zones (like flood or fire zone) and trigger any
related rules.
• The City will be able to track all submissions into the Guide.
• The City will be able to configure and manage the Guide through an entirely self-service admin panel.
Fees: The City of San Rafael agrees to pay Camino $15,000 per year for the scope outlined above.
Welcome to Camino! Thanks for using our software. This Software Agreement ("Agreement") is entered between Camino,
Inc., with its principal place of business at 122 2nd Ave, Suite 200, San Mateo, CA 94401 ("Camino"}, and you, the entity
identified above ("Customer"}, as of the Effective Date. This Agreement includes and incorporates the Camino Terms and
Conditions attached as Appendix A and the Customer's Terms and Conditions attached as Appendix B. By signing this
Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the Camino Terms and
Conditions.
MS
Signature:
Printed Name:
Jim chutz
Title: 'V
City Manager
Date:
, /,I
4 -5 -sq -7
Camino
Nate Levine
CSO
8/2/19
pg. 1
Camino
Appendix A
Camino Terms and Conditions
1. SOFTWARE SERVICES
1.1 Subject to the terms and conditions of these Camino Terms and Conditions (the "Agreement"), Camino will use
commercially reasonable efforts to perform the software services (the "Software Services") identified in the applicable
Software Agreement entered into by Camino and Customer ("Software Agreement").
1.2 Customer understands that Camino's performance depends on Customer timely providing Camino with relevant
data, feedback and configuration assistance. Any dates or time periods relevant to Camino's Performance will be
extended appropriately and equitably to reflect any delays caused by Customer's failure to timely deliver any such
materials. Camino shall not be liable for any delays in performance under this Agreement resulting from Customer's
failure to meet these obligations.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 This is a contract for access to the Software Services and Customer agrees not to, directly or indirectly: reverse
engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying
structure, ideas, or algorithms of the Software Services, documentation or data related to the Software Services, except
to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based on the
Software Services; or copy, rent, lease, distribute, assign, sell, or otherwise commercially exploit, transfer, or encumber
rights to the Software Services; or remove any proprietary notices.
2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations (including, but
not limited to, any export restrictions).
2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect
to, access or otherwise use the Software Services and Customer shall also be responsible for (a) ensuring that such
equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts,
passwords and files, and (c) for all uses of Customer user accounts with or without Customer's knowledge or consent.
3. OWNERSHIP. Camino retains all right, title, and interest in the Software Services and all intellectual property rights
(including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights,
copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and
any other proprietary rights in intellectual property of every kind and nature) therein.
3.1 Camino warrants that Camino is the owner of the Software Services and has the right to license it to third parties.
Camino will defend, at its expense, any action brought against Customer based on a claim that the Software Services
infringe upon a United States patent, copyright, trade secret, or other proprietary right of a third party. Camino agrees
to indemnify Customer and hold Customer harmless against damages and costs, including attorney's fees, finally
awarded against Customer in such actions. CAMINO'S COMBINED LIABILITY UNDER THIS SECTION AND UNDER SECTION
9 SHALL NOT EXCEED $25,000.
4. CONFIDENTIALITY. Each party (the "Receiving Party") agrees not to disclose (except as permitted herein) any
Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent.
"Confidential Information" means all confidential business, technical, and financial information of the disclosing party
that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential
given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the
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applicable Software Agreement). Camino's Confidential Information includes, without limitation, the software
underlying the Software Services and all documentation relating to the Software Services. "Confidential Information"
does not include "Public Data," which is data that the Customer has previously released or would be required to release
according to applicable federal, state, or local public records laws. The Receiving Party agrees: (i) to use and disclose the
Confidential Information only in connection with this Agreement; and (ii) to protect such Confidential Information using
the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no
event with less than reasonable care. Notwithstanding the foregoing, Confidential Information does not include
information that: (i) has become publicly known through no breach by the receiving party; (ii) was rightfully received by
the receiving party from a third party without restriction on use or disclosure; or (iii) is independently developed by the
Receiving Party without access to such Confidential Information. Notwithstanding the above, the Receiving Party may
disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such
required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party.
5. PAYMENT OF FEES. The fees for the Software Services ("Fees") are set forth in the applicable Software Agreement.
Customer shall pay all Fees within thirty (30) days after the date of Camino's invoice (which Camino typically sends 45
days after the Effective Date).
6. TERM & TERMINATION
6.1 Subject to compliance with all terms and conditions, the first term of this Agreement shall be from the Effective Date
and shall continue for a period of twelve (12) months. The Customer will have the option to renew this agreement for a
subsequent term. The customer will be billed on an annual basis for each twelve (12) month term, and either party may
terminate this Agreement at the end of the applicable term, without penalty, with thirty (30) days prior written notice. If
either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after
notice by the non -breaching party (ten (10) days in the case of non-payment), the non -breaching party may terminate
this Agreement immediately upon notice. -
6.2 Upon termination, Customer will pay in full for all Software Services performed up to and including the effective date
of termination. Upon any termination of this Agreement: (a) all Software Services provided to Customer hereunder shall
immediately terminate; and (b) each party shall return to the other party or, at the other party's option, destroy all
Confidential Information of the other party in its possession.
6.3 All sections of this Agreement which by their nature should survive termination will survive termination, including,
without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of
liability.
7. WARRANTY AND DISCLAIMER
7.1 Camino represents and warrants that: (i) it has all right and authority necessary to enter into and perform this
Agreement; and (ii) the Software Services shall be performed in a professional and workmanlike manner in accordance
with generally prevailing industry standards.
7.2 Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this
Agreement; (ii) it owns all right, title, and interest in and to all data provided to Camino for use in and in connection with
this Agreement, or possesses the necessary authorization thereto; and (iii) Camino's use of such materials in connection
with the Software Services" will not violate the rights of any third party.
7.3 CAM INO DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR
DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAYBE OBTAINED FROM USE OF THE SOFTWARE SERVICES.
EXCEPT ASSET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND CAM INO DISCLAIMS ALL
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Camino
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT.
8. LIMITATION OF LIABILITY. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECTTO ANY SUBJECT MATTER OF THIS
AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER
THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER
PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS
AGREEMENT EXCEED $25,000.
9. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth
in the applicable Software Agreement. Neither party shall be held responsible or liable for any losses arising out of any
delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act
of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third -party service, utilities,
or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from
performing. Camino shall have the right to use and display Customer's logos and trade names for marketing and
promotional purposes in connection with Camino's website and marketing materials, subject to Customer's trademark
usage guidelines (as provided to Camino). If any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in
full force and effect and enforceable. This Agreement is not assignable or transferable by either party without the other
party's prior written consent, provided however that either party may assign this Agreement to a successor to all or
substantially all of its business or assets. This Agreement (including the Software Agreement) is the complete and
exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral
agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all
waivers and modifications must be in a writing signed by both parties. No agency, partnership, joint venture, or
employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other
party in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be
entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to
have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by
facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and
upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the
laws of the State of California without regard to its conflict of laws provisions. Jurisdiction of any litigation arising from
the Agreement will be in Santa Clara County, California.
10. INSURANCE. Camino shall maintain for the duration of this Agreement the following insurance:
10.1 Commercial General Liability including coverage for premises, products -and completed operations, independent
contractors/vendors, personal injury and contractual obligations with combined single limits of coverage of at least
$1,000,000 per occurrence.
10.2 Automobile Liability, including owned, non -owned and hired vehicles, with at least the following limits of liability:
(1) Primary Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and (2) Primary
Property Damage of at least $250,000 per occurrence; or (3) Combined single limits of $1,000,000 per occurrence.
10.3 Workers Compensation on a state -approved policy form providing statutory benefits as required by law with
employer's liability limits no less than $1,000,000 per accident or disease.
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Camino
Appendix B
City of San Rafael Additional Terms
Definitions "Hosted" as a description of the services provided shall be defined as a
software delivery method where Camino owns and/or oversees the
infrastructure, hardware, software and administrative tasks and makes the
system available to Customer over the Internet.
"Non -Public Data" shall be defined as information that has not been lawfully
made available to the general public from federal, state, or local government
records.
"Personally Identifiable Information" shall be defined as information
containing an individual's first name (or first initial) and last name, in
combination with any one or more of the following data elements:
a. Social Security number;
b. Driver's license number or California identification card number;
c. Account number, credit or debit card number, in combination with any
required security code, access code, or password that would permit access to
an individual's financial account;
d. Medical information, consisting of any information regarding an
individual's medical history, mental or physical condition, or medical
treatment or diagnosis by a health care professional; and/or
e. Health insurance information, consisting of an individual's health insurance
policy number or subscriber identification number, any unique identifier used
by a health insurer to identify the individual, or any information in an
individual's application and claims history, including any appeals records;
f. A user name or email address, in combination with a password or security
question and answer that would permit access to an online account.
Personally identifiable information does not include publicly available
information that is lawfully made available to the general public from federal,
state, or local government records.
"PCI Data" shall be defined as Cardholder Data (including, without limitation,
primary account number, cardholder naive, expiration date, and service code)
and Sensitive Authentication Data (including without limitation full magnetic
stripe data or the equivalent on a chip, CAV2/CVC2/CW2/CID, PINS/PIN
block), as such terms are defined by the PCI Security Standards Council.
"Data Breach" shall be defined as an incident in which Protected Information
has potentially been viewed, stolen or used by an individual unauthorized to
do so.
"Security Incident" shall be defined' as a violation or imminent threat of
violation of computer security policies, acceptable use policies, or standard
security practices which may lead to a Data Breach.
Data Protection, possibly Protection of personal privacy and data shall be an integral part of Camino's
section 4.1 if included as business activities to ensure there is no inappropriate or unauthorized use of
art of Appendix A. Customer information at any time. To this end, Camino shall safeguard the
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Camino
pg. 6
confidentiality, integrity and availability of Protected Information and comply
with the following conditions:
a. Camino shall implement and maintain appropriate administrative, technical
and organizational security measures to safeguard against unauthorized access,
disclosure or theft of Protected Information. Such security measures shall be in
accordance with recognized industry practice and not less stringent than the
measures Camino applies to its own Personally Identifiable Information and
Non -Public Data of similar kind.
b. Customer will own and retain all right, title and interest to all data obtained
by Camino in the performance of this Agreement. Camino shall not access
Customer accounts or data, except (1) in the course of data center operations,
(2) in response to service or technical issues, (3) as required by the express
terms of this Agreement, or (4) at Customer's written request.
c. Camino shall ensure hard drive encryption consistent with validated
cryptography standards as referenced in FIPS 140-2, Security Requirements
for Cryptographic Modules for all Personally Identifiable Information.
Personally Identifiable Information shall be encrypted at rest and in transit
with controlled access. Unless otherwise stipulated, Camino is responsible for
encryption of the Personally Identifiable Information. Any stipulation of
responsibilities will identify specific roles and responsibilities and shall be
included in a service level agreement (SLA), or otherwise made a part of this
Agreement.
e. At no time shall any data or processes — that either belong to or are intended
for the use of Customer or its officers, agents or employees — be copied,
disclosed or retained by Camino or any party related to Camino for subsequent
use in any transaction that does not include Customer.
f. Camino shall not use any information collected in connection with the
service issued from this Agreement for any purpose other than fulfilling the
service.
g. At any time, Customer may request a full export of its data. Camino will
provide an export electronically within 72 hours of the request.
Data Location, possibly
Camino shall provide its services to Customer and its end users solely from
section 4.2 if included as
data centers in the U.S. Storage of Customer data at rest shall be located solely
part of Appendix A.
in data centers in the U.S. Camino shall not allow its personnel or contractors
to store Customer data on portable devices, including personal computers,
except for devices that are used and kept only at its U.S. data centers. Camino
shall permit its personnel and contractors to access Customer data remotely
only as required to provide technical support. Camino will provide technical
user support from 8am-6 m M -F.
Security Incident or Data
Camino shall notify Customer of any Security Incident or Data Breach.
Breach Notification,
a. Security Incident Response: Both parties acknowledge that Camino may
possibly section 4.3 if
need to communicate with outside parties regarding a Security Incident, which
included as part of
may include contacting law enforcement, fielding media inquiries and seeking
Appendix A.
external expertise as mutually agreed upon, defined by law or contained iri this
Agreement.
b. Security Incident Reporting Requirements: Camino shall report any Security
Incident involving the Software Service, including a potential Data Breach, to
Customer within two (2) business days of Camino becoming aware of such
Security Incident.
c. Data Breach Reporting Requirements: If Camino has actual knowledge of a
confirmed Data Breach, or reasqnabl_y believes that there has been a Data
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Camino
pg. 7
Breach, that affects the security of Customer data, Camino shall promptly
notify Customer in writing within 48 hours or sooner, unless shorter time is
required by applicable law.
Data Breach
This section only applies when a Data Breach occurs with respect to
Responsibilities, possibly
Personally Identifiable Information within Camino's possession or control.
section 4.4 if included as
a. Following notification as specified above, Camino shall (1) take
part of Appendix A.
commercially reasonable measures to address the Data Breach in a timely
manner, (2) cooperate with Customer as reasonably requested by Customer to
investigate and resolve the Data Breach, (3) promptly implement necessary
remedial measures, if necessary, and (4) document responsive actions taken
related to the Data Breach, including any post -incident review of events and
actions taken to make changes in business practices in providing the services,
if necessary.
c. Unless otherwise stipulated, if a Data Breach is a direct result of Camino's
breach of its obligation to encrypt Personally Identifiable Information or
otherwise prevent its release, Camino shall bear the costs associated with (1)
the investigation and resolution of the Data Breach; (2) notifications to
individuals, regulators or others required by state law; (3) a credit monitoring
service required by state (or federal) law; (4) a website or a toll-free number
and call center for affected individuals required by state law — all not to exceed
the average per record per person cost calculated for data breaches in the
United States (currently $201 per record/ person) in the most recent Cost of
Data Breach Study: Global Analysis published by the Ponemon Institute34 at
the time of the data breach; and (5) complete all corrective actions as
reasonably determined by Camino based on root cause; all [(l)
through (5)] subject to this Agreement's limitation of liability or insurance
coverage, whichever is greater.
Notification of Legal
Camino shall contact Customer upon receipt of any electronic discovery,
Requests, possibly section
litigation holds, discovery searches and expert testimonies related to
4.5 if included as part of
Customer's data under this Agreement, or which in any way might reasonably
Appendix A.
require access to Customer's data. Camino shall not respond to subpoenas,
service of process and other legal requests related to Customer without first
notifying Customer, unless prohibited by law from providing such notice.
Data Handling in the
a. In the event of a termination of the Agreement, Camino shall implement an
Event of Termination or
orderly return of Customer data in a CSV or another mutually agreeable
Suspension, possibly
format at a time agreed to by the parties and the subsequent secure disposal of
section 6.4 if included as
Customer data.
part of Appendix A.
b. During any period of service suspension, Camino shall not take any action
to intentionally erase any Customer data.
c. In the event of termination of any services or agreement in entirety, Camino
shall not take any action to intentionally erase any Customer data for a period
of-
- 10 days after the effective date of termination, if the termination is in
accordance with the contract period.
- 30 days after the effective date of termination, if the termination is for
convenience.
- 60 days after the effective date of termination, if the termination is for cause.
After such period, Camino shall have no obligation to maintain or provide any
Customer data and shall thereafter, unless legally prohibited, delete all
Customer data in its systems or otherwise in its possession or under its control.
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Camino
Pg. 8
d. Customer shall be entitled to any post -termination assistance generally
made available with respect to the services, unless a unique data retrieval
arrangement has been established as part of an SLA.
e. Camino shall securely dispose of all requested data in all of its forms, such
as disk, CD/DVD, backup tape and paper, when requested by Customer. Data
shall be permanently deleted and shall not be recoverable, according to NIST -
approved methods. Certificates of destruction shall be provided to Customer.
PCI Compliance and Data
a. Camino warrants that, during the term of this Agreement, (1) all system
Center Audits, possibly
components, people, processes, and the cardholder data environment that are
section 4.6 if included as
used in Camino's collection, transmittal, or other processing of PCI Data on
part of Appendix A.
behalf of Customer are and shall remain compliant with the applicable
provisions of PCI DSS; and (2) Camino's payment application, is and shall
remain compliant with PA -DSS.
b. On an annual basis or upon Customer's request, Camino shall provide
Customer with an Attestation of Compliance or Attestation of Validation
confirming such compliance.
Accessibility Standards,
Camino shall comply with and adhere to Accessibility Standards of Section
possibly section 2.4 if
508 Amendment to the Rehabilitation Act of 1973.
included as part of
Appendix A.
Cybersecurity Insurance,
During the term of this Agreement, Camino shall maintain, at no expense to
possibly section 10.4 if
Customer, a cyber/data breach liability insurance policy in the minimum
included as part of
amount of one million dollars ($1,000,000) per occurrence/two million dollars
Appendix A.
($2,000,000) aggregate.
Pg. 8
RAf
WITH
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Community Development
Project Manager: Don Jeppson, CBO Extension: 3357
Contractor Name: Camino Inc
Contractor's Contact: Nate Levine Contact's Email: nate@camino.ai
❑ FPPC: Check if Contractor/Consultant must file Form 700
DESCRIPTION
Step
RESPONSIBLE V
COMPLETED
REVIEWER
DEPARTMENT
a. Email PINS Introductory Notice to Contractor
DATE
Check/Initial
1
Project Manager
7/10/2019
7/10/2019
1
b. Email contract (in Word) and attachments to City
I
Attorney c/o Laraine.Gittens@cityofsanrafael.org
,
® LG
2 City Attorney
a. Review, revise, and comment on draft agreement 7/15/2019
and return to Project Manager 7/15/2019
® LG
b. Confirm insurance requirements, create Job on
(N/A)
PINS, send PINS insurance notice to contractor
Approval of final agreement form to send to
Click or tap
❑
3 Department Director
contractor
to enter a
date.
4 Project Manager
Forward three (3) originals of final agreement to
Click here to
❑
contractor for their signature
r -t.— ° date
5
Project Manager
When necessary, contractor -signed agreement
® N/A
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here to
Date of City Council approval
enter a date.
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
City Attorney
Attorney with printed copy of this routing form
7
Review and approve hard copy of signed
agreement
Review and approve insurance in PINS, and bonds
8
City Attorney
j d
D Dt13
/p
44`ft
(for Public Works Contracts)
` 7
9
City Manager/ Mayor
Agreement executed by City Council authorized
G l cf _ j C�
official
10
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager