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CM Text-Based Trip Tracker DesignAGREEMENT FOR PROFESSIONAL SERVICES FOR TEXT -BASED TRIP TRACKER DESIGN This Agreement is made and entered into this 29F day of <5'.. • o , 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and Oakgrounds inc. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY's employee commute program relies on employees' tracking their trips; and WHEREAS, there currently is no easy trip tracking mechanism in place, and the third party web platform in use is complicated and underutilized; and WHEREAS, the CITY desires to pilot a text -based trip tracking platform, which is being funded by the Transportation Authority of Marin and could be utilized by other agencies if successful; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Sustainability and Volunteer Program Coordinator 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 Ward Bouwman 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 follows: CONTRACTOR will develop a text -based trip tracking platform in accordance with the attached Exhibit A, Commuter Mode Tracker Proposal dated April 21, 2017. 14--3 �p �& 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: CITY will provide information, review, revisions, and guidance to CONTRACTOR as needed to accomplish the task. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: $2,096 will be paid to CONTRACTOR upon receipt of the first invoice after the signing of the contract. The remaining $2,000 will be paid to CONTRACTOR upon receipt of an invoice at the completion of the pilot. Monthly hosting and participation payments will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for (1) year commencing on June 1, 2017 and ending on May 31, 2018. 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 (1) year. 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 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 parries 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. INDEMNIFICATION. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless CITY, its officers, agents, employees and volunteers, from any claim, demand or liability that is related to, or results from the negligent acts or omissions or the willful misconduct of CONTRACTOR or its officers, employees, or agents in connection with the services provided under this Agreement. The defense and indemnification obligations of this Agreement shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCFINHNATION. 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. 12. 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. 13. 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 terms and conditions of this Agreement, to the other party. 14. 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: TO CONTRACTOR's Project Director: 15. INDEPENDENT CONTRACTOR. Cory Bytof City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 (415) 485-3407 Ward Bouwman Oakgrounds inc. 2715 Heatherstone Dr. San Rafael, CA 94903 (415)507-1623 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. 16. 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. 17. 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. 18. 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 tern, 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. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terns 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 action. 20. CITY BUSINESS LICENSE / OTHER TAXES. 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). 21. 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 CONTRACTOR City r By JIM SCHUTZ, Manager Name: WARD BOUWMAN, President ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: _ Lc im. R Fe ROBERT F. EPSTEIN, ity Att ey oak roui F, pj,.J.-,j N, -'L; I ifo t'� a:3�j r- ):D w P -.,r --rIvj-rj'j'-'j Proposal for: City Of San Rafael, Cory Bytof Commuter Mode Tracker Date: Friday, April 21, 2017 Exhibit A Executive summary Perspective / Market analysis In order to encourage sustainability the city motivates it's employees to commute energy efficiently. As an incentive, monthly awards are provided to participating city employees with a lottery pulled from token prizes that were provided to the employees who found alternative modes of transportation. To allow employees to participate in an energy efficient commute program where they can electronically report their daily commute. Since this is a daily task for participating employees, the goal is to make the interaction as brief as possible, yet give the participants some insight on their impact on the environment. Objective for the pilot solution Create a solution that can be used by the large group of participants independent of mobile phone type. Limit the daily interaction to a few clicks. Let participants control their interactions. Limit development cost. Limit monthly cost. Proposed pilot "Appless" app: This solution allows to keep the development cost to a minimum as we don't need to setup anything in the app stores. Participation is instant. There is no app to install, no user account to remember. There are no different apps to develop for iPhone, Android, or Windows. Participants can sign up by texting: 'subscribe' to a number. They will then receive a daily text such as `How did you commute today? Reply 1 - Bike, 2 - Walk, - 3 Public transport, 4 - Car, 5 - carpool, 6 - not. 0 Settings' If the participant texts "0", they will receive a temporary weblink which gives them full control over their account settings: Name, email, time of day and weekday when they like to receive the reminder. The account settings will be formatted for mobile phones only. The administrator will have access to each participant's data, sorted by participant for a certain time interval (Last week, Last month etc). A button will allow the administrator to pick a random commute within a time interval for the distribution of the token prizes. This interface will be formatted for the desktop web browser. remyuhkground!=�. Features Subscribers: The ability to subscribe with one text. The subscriber controls when they received a reminder plus other relevant information (User preferences). The ability to report today's commute with a single text. Automatically avoid double commute submissions; only the last one reported on any day will count. Subscriber control panel: Register: Name, email, the times the daily reminders need be be send out for each day of the week. 'Do not notify me till <date>' (vacation -option) Administrator: The ability to set an expiring subscription key. Only people texting the subscription key can enroll (helping to avoid spam). Setting subscription key for different departments. For example people are requested to enroll by texting '12' to our number. The 12' - subscription key becomes part of their settings. The Administrator can use this code to group people in different departments or organizations. The ability to set up a weekly one -question quiLfor a group (based on subscription key). Using letters of the replies, the result will be exportable in a MS Excel format. The ability to create fun variations in the message reminders. The administrator creates a list of reminder messages from which the system randomly picks one daily. For example: " How was your commute?", "Today was a great day to bike; how did you get to work?", "I did not drive a car today. How did you get here?". Send one individual a text message manually. A button that randomly selects a winning commute with in a time block (weekly, monthly, and quarterly) and the production reports. The ability to generate reports (weekly, monthly, and quarterly) and export the reports in a MS Excel readable format. Automatically suspend notifications: Since there is a direct cost to sending/receiving messages, we propose to automatically suspend notification from accounts where the participant stops responding for a specified number of days. Accounts with automatically suspended notifications will no longer receive reminder notifications. The notifications can be reactivated by texting a commute mode to our phone number again. Thus in effect, `automatically suspended notifications' is the same as if the user turns off all weekday reminders. The participant can still report their commute anytime, and also continues receive group messages. Blacklist account. The administrator can blacklist the account. Maybe we can think of some rule for blacklisting a number such as excessive texting. Implementation and timeline: One Monthly time App building and testing $3,196 Commuter interface $750 Quiz interface and reporting $750 Send an individual a text $200 Environmental discount -$800 Pilot Hosting (In partnership with SEI for this pilot) $40 Per participant subscription (per month or part of month)" $1 Development Total Monthly total varies Billed 50% at the signing of the contract; the remaining 50% at completion. Monthly fees are billed at the last day of the month and due within 30 days. This proposal is valid for 30 days. 2715 Heatherstons Dr. San Ravel CA 94903 415.5D7.1623 oek rourtda.com What we have NOT included but would be nice to have: The option for the user to receive an email instead of a text message. The option to login using one's google account. To sign-up using a website. A competition between departments with department prizes. (But we do collect the enrollment codes, which can be used to group people by department in a MS Excel sheet.) A calculation of how much CO2 the participant has saved. A progress graph towards a certain goal for the participant. Agreement: Customer Signature Customer Printed Title (if any) Date and place Ward Bouwman President Oakgrounds Inc. nate ano place This proposal and agreement is ruled by the Standard Service Conditions for Oakgrounds inc. and is confidential. 2715 Mentherstone Dr. San Rafael CA 94903 415.51137.1623 oak rounda.c0 �p, 't RA P�l�l 1 s 2 yo 'r"WITH Aly 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 Project Manager: Cory Bytof Extension: 3407 Contractor Name: Ward Bouwman Contractor's Contact: (415) 507-1623 Contact's Email: ward@oakgrounds.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date NA b. Email contract (in Word) & attachments to City Click here to CB Atty c/o Laraine.Gittens@cityofsanrafael.org enter a date. 0 2 City Attorney a. Review, revise, and comment on draft agreement 5/25/2017 0 LAG and return to Project Manager 5/24/2017 0 LAG b. Confirm insurance requirements, create Job on N/A PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 6/2/2017 ❑D contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement 0 N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Date of Council approval Click here to enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 6/16/17 CB Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement d►� 7 City Attorney Review and approve insurance in PINS0/p,, a d boryJs (for Public Works Contracts) / p,, rl I 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and ` L 1 forwards copies to Project Manager i5 ( 30� 7. -g 13' 1� L'�9 Ad -'d b fie, ��