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CM New City WebsitePROFESSIONAL SERVICES AGREEMENT FOR WEBSITE ON -BOARDING AND CUSTOM DEVELOPMENT SERVICES This Agreement is made and entered into this 191 day of July, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and ProudCity, Inc. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, on January 20, 2015 the City Council approved a Community Engagement Action Plan calling for improvements to the CITY website, among other actions. A cross - departmental staff committee was formed to prioritize the Plan and determined that a new city website was one of three top priorities; and WHEREAS, the CITY desires expert services to assist in the development of a new city website; and WHEREAS, CONTRACTOR has the skills and experience to provide such services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Senior Management Analyst is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Luke Fretwell is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in Exhibit "1" attached and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "1" attached and incorporated herein. Rev. Date: 7/30/15 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "1" attached and incorporated herein, in a total amount not to exceed $58,498.80 including reimbursement of expenses. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. TERM OF AGREEMENT. The term of this Agreement shall be for 6 months commencing on July 19, 2016 and ending on December 19, 2016. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of 6 months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for Rev. date: 7/30/15 inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance, the insurance policies shall Rev. date: 7/30/15 include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a Rev. date: 7/30/15 4 waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations tinder this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. Rev. date: 7/30/15 5 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terns and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Rebecca Woodbury City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR's Project Director: Luke Fretwell ProudCity 1610 Harrison Street, Suite E West Oakland, CA 94612 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. Rev. date: 7/30/15 6 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such Rev. date: 7/30/15 action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL JI SC TZ, City na r ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: %7jg7- ROBERT-PSTEIN, Ci Attoin y Rev. date: 7/30/15 8 CONTRACTOR By: Name: Title: 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: City Manager's Office Project Manager: Rebecca Woodbury Extension: 3076 Contractor Name: ProudCity (PSA) Contractor's Contact: Luke Fretwell Contact's Email: luke@proudcity.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Click here to enter a date 7/8/2016 7/8/2016 Click here to eizter datk 71-W,6 Click here to enter a date ❑ N/A Or 7/18/2016 REVIEWER Check/Initial ® LG b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Click here to enter a date 7/8/2016 7/8/2016 Click here to eizter datk 71-W,6 Click here to enter a date ❑ N/A Or 7/18/2016 REVIEWER Check/Initial ® LG EXHIBIT 1 (#) ProudCity ProudCity City of San Rafael Setup Services Contract Scope * ProudCity Contents Contents Introduction Per -Site Pricing Add-on Pricing Custom Development Pricing San Rafael Services Contract Budget Introduction This documents accounts for the one time setup costs for the City of San Rafael, CA. Per -Site Pricing Description Municipal website Setup Cost 13 Standalone agency 0 An agency where the main municipal website is not on ProudCity Agency subsite 0 Create a separate site that pushes information into the main municipal website hosted on ProudCity. Intranet falls into subsite pricing. Turnkey onboarding $11,798.80 ($0.20 We project manage the full onboarding process and are available for /resident) hands-on assistance, migration assistance and the following services: - BETA launch goal: six weeks - LIVE launch goal: three months from BETA launch to include main website and five agencies. Project management: structure BETA launch and LIVE launch into one week sprint schedule using Trello and agile practices where both ProudCity and San Rafael project lead will agree to assignments and deliverables during weekly sprint reviews. - Weekly assignments are determined together by selecting cards from the Trello "to-do" list and moving them into "doing". https://trello.com/b/4gZlMhb5/proudcity- onboarding-san-rafael-ca ProudCity 0 510.671.0593 0 info(a proudcitv.com 9 vroudcity.com * ProudCity - ProudCity will tutor and troubleshoot issues with San Rafael during weekly sprint reviews to teach and help complete assignments. - Failure to consistently adhere to agreed-upon weekly deliverables will push the BETA and LIVE launch target dates back. If the launches are delayed more than two weeks because of one-sided tardiness, ProudCity prorate the turnkey onboarding fee per week beyond the two week grace period. Discovery phase to collaborate on information architecture, content structure and custom integrations. ProudCity will help create first layer of pages, forms and agencies so that San Rafael can then clone or build out the rest of the content using the first layer as a model. The City is responsible for writing, editing or migrating content. - ProudCity Answers worksheet guidance - Integrate discovery findings into weekly sprint plan. - Form setup, including advanced workflows for permits, applications and payments - Best practices coaching and setup support with documentation, live chat, support tickets and weekly meetings. - Train up to 15 staff members who will be web admins on the CMS and how to train other staff. - 25 URL redirects from legacy website Add-on Pricing Description Setup cost SOLR search $200 Adding this powerful search engine will make it possible to search ProudCity sites, and outside sites by department in the site search autocomplete 2 -Factor Authentication $100 Verify administrator's identity by phone or RSA key. Provided by AuthO. LDAP, SAML, Microsoft Azure, or Salesforce single -sign -on $200 Integrate with your existing accounts. Provided by AuthO. ProudCity 0 510.671.0593 0 info(a proudcitv.com 9 vroudcity.com * ProudCity Custom integration development $150 /hour If the integration will add value to other cities on the ProudCity Platform, we are willing to share development costs and offer a 20% discount. We will discuss this during the discovery phase. Custom functionality development $150 /hour If the new features will add value to other cities on the ProudCity Platform, we are willing to share development costs and offer a 20% discount. We will discuss this during the discovery phase. Custom theme development $150 /hour We can design and develop a custom theme, or work with a local design agency to turn their mockups into a ProudCity website. If the client is willing to share the custom theme with other cities, we will share development costs and offer a 20% discount. Custom Development Pricing BETA/LIVE Development Item Description of solution Estimate (low) Estimate (high) Active - Link out to Active Networks (current Networks implementation) $0.00 $750.00 - Search integration, separate column in Laserfiche search results with Documents $1,050.00 $3,000.00 - BETA, embedded iFrame (if this is currently available): http://www.cityofsanrafael.org/meetings/, make font match; incorrect labels (archived Granicus videos are not videos) $150.00 $750.00 - Link out is sufficient (pre -2000 building permits) Alchemy - Change header $150.00 $750.00 - Link out to MuniCode (current implementation) - BETA: Pre -populate link to search results MuniCode within municode $450.00 $750.00 - Update header: HdLPrime https:Helicense.cityofsanrafael.org/renew/rene $150.00 $750.00 ProudCity 0 510.671.0593 0 infokproudcity.com 0 proudcit. * ProudCity wl - Ability to include payment instructions in the Actions app, link out to vendor page Citation - Work with vendor to customize their Processing interface to match the new site as close as Center possible (high end) $150.00 $750.00 CRW - Link out TRAKiT - Push into iFrame if possible $0.00 $750.00 - Single -sign -on integration available with our Office 365 authentication system: AuthO $150.00 $750.00 Further information needed: Contact with a OpenGov vendor rep $0.00 $750.00 Additional SOLR development to include search for San Rafael websites that are outside Search of the ProudCity Platform, such as the Library (SOLR) and Police Department. $3,000.00 $6,000.00 - Ability to limit access to specific lists (backend) - Enter in email and select a bunch of Mailchimp checkboxes $300.00 $1,500.00 Esri map - Embed existing map on page $150.00 $750.00 City Hall Create app optimized for touch screen kiosk lobby including answers, payments, create issue, directory issue status and social feed. $1,500.00 $4,500.00 Total $7,200.00 $22,500.00 Phase II Development: Item Description of solution - Work with vendor to customize their interface to match the new site as close as possible - Embed widgets if possible (unable to tell from their publicly -available documentation) - Build custom registration application Active providing a more seamless integration with Networks Active Networks using their API (high end) Granicus - Phase Il: Search integration Phase II Phase II Estimate (low) Estimate (high) $600.00 $1,500.00 $6,000.00 $3,750.00 ProudCity 0 510.671.0593 0 infokproudcity.com 0 proudcit. - Phase II: Build out Municipal Code parser with State Decoded and the OpenGovFoundation (or work with local CFA brigade to build out the parser) (high MuniCode end) Total BETA/LIVE Design Development * ProudCity ME $2,100.00 Item Estimate - low (Iconography (creating new iconset) $1,500 Typography $600 Color palette $0 (New background image layout $1,500 (Homepage featured content $600 Sticky section news $300 Sticky section events $300 Government page text layout $600 (Homepage box restructure $600 Total $6,000 San Rafael Services Contract Budget $3,750.00 $13,500.00 Estimate - high $2,250 $750 $1,500 $2,250 $750 $600 $600 $750 $750 $10,200 ProudCity 0 510.671.0593 0 infokproudcity.com 0 proudcit. Estimate - low Estimate - high Custom integration BETA/LIVE $7,200.00 $22,500.00 Custom integration Phase II $2,100.00 $13,500.00 Design $6,000.00 $10,200.00 Setup, SOLR $200.00 $200.00 I2 -factor authentication setup $100.00 $100.00 Single -sign -on $200.00 $200.00 Turnkey onboarding $11,798.80 $11,798.80 Total Setup Services Contract $27,598.80 $58,498.80 ProudCity 0 510.671.0593 0 infokproudcity.com 0 proudcit.