HomeMy WebLinkAboutContracts & Agreements_212-2016 AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of services associated with automated agenda
management and integration of online meeting broadcast services ("Agreement") is made and
entered in this 11th day of October, 2016 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City)" and Destiny Software, Inc. ("Consultant"). City and
Consultant are sometimes individually referred to herein as a "Party" and, together, as the
"Parties." In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 —ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide automated agenda management and
integration of online meeting broadcast services for City's Department of Innovation and
Technology (the"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 —SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," entitled "Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to State prevailing wage
laws.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Ceri Dowsett, Management Analyst, as City's representative with respect
to performance of the Services, and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 This Agreement shall commence on its Effective Date and shall have a term of two (2)
years (the "Term").
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4.2 The implementation of the agenda management and online meeting broadcast system
shall occur according to Exhibit"B"—"Project Schedule."
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of Services during the first twelve
(12) months of the Term shall be as follow: Thirteen Thousand Four Hundred and Fifty
dollars ($13,450) for Consultant's agenda management implementation and online
meeting broadcast system integration, licensing and training; and during the second
twelve (12) months of the Terra shall be: Six Thousand Two Hundred dollars ($6,200)
for the ongoing software services subscription, maintenance and support. City shall pay
Consultant on a deliverables basis up to the not to exceed amount, in accordance with
Exhibit"C" entitled "Project Costs and Hourly Rates." Exhibit"C" is attached hereto and
incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed,the dates the Services were performed, the number of hours spent and
by whom, and a description of reimbursable expenses related to the project. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
Ci1Y Consultant
Ceri Dowsett, Management Analyst Dean Dickinson
City Manager's Office Vice President
City of Redlands 19724 166th Avenue NE
35 Cajon Street, Suite 200 Woodinville, WA 98072
Redlands, CA 92373
ARTICLE 6—INSURANCE AND INDEMNIFICATION
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6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services unless and
until the required insurance listed below is obtained by Consultant. Consultant shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to commencement of the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty (30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California. Consultant shall provide City with Exhibit "D," entitled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference prior to performance of the Services.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.
6.5 Consultant shall secure and maintain business auto liability coverage, with minimum
limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily
injury liability and property damage liability. This coverage shall include all Consultant
owned vehicles used in connection with Consultant's provision of the Services, hired and
non-owned vehicles, and employee non-ownership vehicles. City shall be named as an
additional insured and such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City.
6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 —GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents, and any use of incomplete documents, shall be at City's sole
risk.
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8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate on
October 10th, 2018 and acceptance of the Services by City. This Agreement may be
terminated by City, in its sole discretion, by providing not less than five (5) days prior
written notice to Consultant of City's intent to terminate. If this Agreement is terminated
by City, an adjustment to Consultant's compensation shall be made, but (1) no amount
shall be allowed for anticipated profit or unperformed Services, and (2) any payment due
Consultant at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and, within five (5)
days of the date of the termination notice, deliver or otherwise make available to City,
copies (in both hard copy and electronic form, where applicable) of project related data,
design calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Consultant in
performing the Services. Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
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and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein., unless, to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS DESTINY SOFT WARE, INC.
B y: By:
Danielle Liar ia, Management Services/ Dean Dickinson, Vice President
Finance Director
Attest
Sam Irwin, City Berk.
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Exhibit A - Scope of Services
AgendaQuick's implementation Plan
And Estimated Timeframes
Target Implementation Milestones Allocated Time
(Performed by Destiny Software, Inc.)
• Setup of Hosted, Sites(Training & Production) 1 day
• Admin level training (Spread over 4 to 6 weeks) 8 Hours
• Complete Admin & User level training onsite 2 days
• Go Live TBD
• Ongoing Support and Training—as needed
""''Beginning With the Setup and throughout tiie training, it is very important that non session tasks
(hornewodo be completed prior to next session
Prior to 1't training
a. Create a list of your Departments & Divisions. (The important thing is to get the department
and division list completed before the 1st training. A list of individuals responsible for those
departments and divisions are not necessarily needed until the second training, but it is useful
to begin compiling this information.)
b. Training session#2 will include discussion of your workflow process. Thus, it is helpful to begin
to create a list of individuals who will be in the routing process, either as an originator and/or
an approver and will therefore need an Inbox.
c. Forms: if you are planning on making changes to the way your Agenda Item form and/or your
Agenda format look like,you might want to begin finalizing those changes before the training
begins.
Training Session #1
a. System Overview (Go over the features of the application)
b. Master Files
• Departments/Divisions
• Enter Meeting Types.
• Create Categories/Sub-categories for agenda line items.
HOMEWORK,
-S/MV&(.,WS �� - o -rHE SYSIEM
FWS'--� ENTEMNG DEPARJ MUN F \1 i-
2. MAKE SURE TO i-iAVE A USTOF ALL THE PEOPLE WHO VVih L BE QVEN ACCESSTO
AGENDAC.),UICK AND WFIXF THEIR ROLES W1.1. BE IN THE SUB M 6SiON/APPROVM-
PROC'ESS
Training Session, #2
a. Workflow
• Setup of Individual and Department/ Division Inboxes
Determine which inboxes will be included in the, 'Fixed' routing maps.
'Variable' routing explanation
b. Security
Enter individual users and assign them each an email address, a department, division and a
default Inibox.
HOMEWORK:
1. HrflSH SET-11NG UP 1-1131-O,F MBOXES
2. FINISH ENTEUNG USERS IN USER SECURITY
3. MAKE SURE YOU HAVE A CLEAR UX'A U" WHAT YOU WANT THE AE"IENDA ITEM
FORM M'11)'D,IE AGENDA T(') LOOK LIKE,
Training Session #3
a. Discuss the agenda item and agenda templates
b. Establish Meeting Dates
c. Create & Edit Agenda Items
d. Managelnbox
e. My Agenda Items/View Agenda items
HOMEWORK.
1, CRE 1E rvio ORT'HRUE ADDN TUNAL MEE'flUG DATES
2. CREAIE IWO OR Tl-iREE PRA UK"T AGENDA rrUMS
Training Session # 4
a. Create and Edit Agendas
• Edit and renumber agenda items.
• Create new agenda items within the agenda template.
• Submit for approval or Finalize.
b. Update Finalized Agendas
• Add last minute items or make last minute changes.
• Copy Feature
• Publish Agenda
c. Create PDF Packet
• Adobe tools—bookmarks, headers, commenting tool
• Attaching PDF Packet
• Puiblish Packet
HGMEWORK�
1. PRAC1 ICE, PRACTICE, PRACTBCEM
Training Session # 5
a. Search features
• File Cabinet
• Search Engine
• View Agendas/Copy Agenda ltems
b. Term Tracker
0 Setup of meeting officials in Term Tracker
b. Minutes
• Create Minutes Template—Header and Footer
• Create and edit minutes—vote & motion,text boxes
• Finalize and move to 'Update Finalized Minutes'
• Optional minutes packet
• Publish Minutes& Packet
Training Session # 6
a. Task Tracker
b. Wrap-up
Keep in mind that this is merely an outline to get the training process started. We
can adjust the schedule and material covered to fit your needs.
Onsite training from DSI to finalize process
• Last Minute Tweaks—Work with the Admin staff to finalize the look and feel of the
agenda, make sure the packet creation process is working smoothly and generally,take care of
any last minute items prior to going live.
• User Level Training-Getting Department Level users familiar with logging on to the
system, as well as creating& routing agenda items (90 Minutes Sessions)
+ On-site Training
o Review log-on procedures and what to do if password is forgotten
o Create an agenda item for a specific meeting type
■ Show how to submit an agenda item for someone else
• Explain Title Function and why it's needed
• Explain Agenda Category and its purpose
o Explain how the Text Editor can be used to simplify the process of adding
text to the form
o Demonstrate the Attachments Feature
o Explain how the Fiscal Impact area is used
o Review the uses for the Internal Comments Feature
o Demonstrate how the Routing Function works
• Variable routing set by User
■ Explain Fixed Route Map
• Demonstrate how E-mail Routing Works
o Show how to monitor the progress of an agenda item
o Demonstrate how to use the Inbox
• How to Approve—How to Return
o Explain how to download completed agenda PDF packets
o Demonstrate how to copy agenda items in order to create new agenda
items from previous items.
o Explain how to search for historical agenda items using the search and file
cabinet features
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Exhibit C - 'Project Costs & Hourly Rates
'ur-"� E,STINY SOFTWARE, INC .
.......................................... ....... ......--...... ----------------------------------------............. ------------
AGENDAQUICK
HOSTED QUOTE FOR CITY OF REDLANDS
---------------------------------------------------.................. ------------------------------------------------------
HOSTED - UNLIMITED MEETING TYPES - UNLIMITED USERS - SITE LICENSE
Annual Hosting Fee - Unlimited Meeting Types $6,200*
Installation and Set-Lip $2,750
Swagit Video Integration $2,250
Initial Admin &User Training (Online) Included**
Optional Onsite Admin and User Training -Two days $2,500***
Custom Development - if requested $125/hr.
YEARLY HOSTING, MAINTENANCE & SERVICE
Year 2 $6,200
Optional Year 3 $6,800
Optional Year 4 $6,800
Optional Year 5, $7,500
**Additional Admin or User Training,
$go/session
*Unlimited Meeting Types refers to the ability to use AgendaQuick for all of your
boards, committees, commissions, and council meetings. We have several clients using
the program for over 30 meeting types.
"Additional Admin or User Training refers to the period after the program has been
completely installed, it has been up and running for go days or more and the training is
for entirely new people to the system - i.e. new admin clerks. Ongoing, unlimited
support calls are always available as part of the annual maintenance and support
agreement at no additional charge.
***Includes all per them expenses
EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Agenda Management System and Integration of Online Meeting Broadcast
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance
elfinsurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self-insure, or a certification of workers'
compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
Destiny Software, Inc. Date:
By:
Dean Dickinson, Vice President
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