HomeMy WebLinkAboutContracts & Agreements_227-2017 AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Chat Bot Prototype Development services
("Agreement") is made and entered in this 22nd of September, 2017 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and BitPeel, LLC
("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 I — LNGAGEMENT OF CONSULTANT
1 I City hereby engages Consultant to provide Chat Bot Prototype Development services for
City's Municipal Utilities and Engineering Department (the"Services")
1 2 The Services shall be performed by Consultant in a professional mariner, 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
ARI]CLE 2—SERVICES OF CONSUL PANT
2 1 1lie 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
22 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement Sucllyding, but not limited to State prevailing wage
laws
AR,TICLF 3— RESPONSIBILITIES OF CITY
3 1 City shall snake available to Consultant inforrnation in its possession that may assist
Consultant in performing the Services
32 City designates Mtkc Pool, Interim Municipal Utilities and Engineering Director, 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 respe(,t to performance of the Services
AR"T ICLE 4— PERFORMANCE OF SERVICES
4 1 Consultant shall pertonn and c.ornplete the Services on-call in a prompt and diligent
mariner
1
i ticnkiim/t ccmrnslt; Yccl{hat fiat(Onvh mi,Agm nicw,&d .
42 If Consultant's Services include deliverable electronic visual presentatio❑ materials, such
materials shall be delivered in a form, and made available to the City, consistent with
Redlands City Council's 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 l The total compensation for Consultant's performance of the Services Shall not exceed the
amount of Three Thousand Five Hundred dollars ($3,500) City shall pay Consultant on a
tiirie and materials basis Lip to the not to exceed amount, in accordarice with Exhibit"B"
entitled "Hourly Rate Schedule," winch 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
53 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 overwglit
courier, or (iv) on the date sent by facsimile, if conftmled 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
CA Consultant
Michael Pool, Interim Director Judd Lkllestrand
Municipal Utilities & Engineering Partner
City of Redlands BitPeel LLC
35 Capon Street Suite 15A P 0 Box 8762
PO Box 3005 (mailing) Redlands, CA 92375
Redlands, CA 92373
ARTICLF 6— INSURANCE AND INDEMNIFICATION
6 1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its pei fornlance of the Services Consultant shall not perform any Servtces unless and
until the required insurance listed below is obtained by Consultant Consultant shall
provide City with certificates of insurance and endorsements evideneuag such insurance
prior to commencement of the Services Insurance policies shall include a provision
prohibiting cancellation of modification of the policy except upon thirty (30) days prior
written notice to City
2
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62 Workers' Compensation and Employer's Liability insurance iii the amount that inects
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 "B," entitled
"Workers' Compensation Insurance Certification," which is attached hereto and
incoi-porated 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 Minunum 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 4wy insurance or self-insurance
maintained by City
64 Consultant shall secure and maintain professional liability insurance in the amount of
One Million Dollars ($1,000,000) per claim made
65 Consultant shalt have business auto liability (,overage, 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
66 Consultant shall defend, indc171nify 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 trom 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 1NTERES 1
7 1 Consultant covenants and reprc,si-nts that it does not have any investment of 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 Consultzmt further covenants and
represents that in the performance of its duties hereunder no person having any such
interest shall perforin any Services under this Agreement
72 Consultant agices it is, not a designated employee within the meaning of the Political
Reform Act bC(,ausc Consultant
A Does not make a govenimental decision whether to
3
i'1ca djm4lgrccnicnLgtBiiPce1 Chat Bot Consulting Agmtment drK,
(I) approve a rate, rule of regulation, of adopt or enfort e a City law,
(i€) issue, deny, suspend of revoke any City perniit, license, application,
cc,rtificat€on, approval, order or similar authorization or entitlement.
(ill) authorize the City to enter into, modify or renew a contract,
(€v) grant City approval to a c.oritract 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 pl,in design, report, study or Similar item,
(vi) adopt of grant City approval of, policies, standards or guideluics for City or
for any subdivision thereof
B Does not serve In a Staff Lap,tcity With City and in that capacity, participate in
mak-ing a govc,rWnCntal decistoti of otherwise perform the satne or substantially
the same duties for City that would otherwise be performed by in individual
holding a position specified in C sty's Conflict of Interest Code tinder Government
Code section 97302
73 In the event City ciffic.rally determines that Consultant ratl5t disclose its financial
interests, Consultani shall complete and file a lair Political Practices Commission form
700, Statement of Economic. Interests, with the City C,lcrk's office pursuant to the tivrrtten
instructions provided by the City C lurk
AR i ICLE 8 --GLNLR.AL CONSIDERA I IONS
8 1 to the event rano action i5 t onm em cd to enlorc,c or interpret any of the terms or
Conditions of this Agree€tient the prewnling Party shall, in addition to any costs and other
relief, be entitled to t1w 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 Sc.rvrcus, crept with the prior written approval of
City and in Strict comphancu with the terms and conditions of tins Agreement
83 Consultant is for all purposes under this Agreement an independent contractor and shall
perforin the Services ,is an independent contrictor Nctthc r City nor its agents shall have
control ovet the conduct of Consultant or Consultant 5 eriaployees, excc,pt as herein set
forth Consultant shall supply all necessary tools and instrumentalities required to
perform the Services Assigned personnel eiiiployed by (orisultant are for its riccouut
u131y, a€id in no c,vcnt thrall Consultant or personnel retained by it be deeined to have been
employed by City or engaged by City for the icuount of, or on behalf of City Consultant
shill hav4 no at€thomy, expres,, or implied, to aut on behalf of City in any capacity
what5oeve1 ias an ige€it, nor shall Consulttint 13aivc any authority, express or implied, to
bind City to any obligation
84 Unless earlier ternii med cis provided for below, this Agreement shrill terminate upon
L-0€1iplet.ton and acceptance of the ierviues by City This As;reernent may be teri-ninated
by eilhei Party, in Its solei discretion, by providing not less thin five (5) days prior writtcn
notice of inter( to terminate it this Agreement €s terminited by C€ty, an iieljustinent to
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I lcsuijmL�greealcnWk 11 Peel C lilt 1301 Gonstiltini,Ai,recmni dcx
Consultant's compensation ,hall 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
oc.casioned by any dc,fault by C orl5ultaut Upon receipt of a termination notice,
Consultant shall Itninechately disC011tirllle its provision of the Servat cs and, within fare (5)
days of the date of the ten-nination notice, dehvei or otherwise snake available to City,
copes (in both hard copy and electronic form, where applicable) of protect related data,
clesign calculations drawings, specifications, reports, estimates, summaries and such
other information and inaterials as may have been accunntilated by Consultant in
psrrto€nling the Scrvlce5 Consultant shall be compulsated on tt pro rata basis for Services
completed up to the date of termination
8 5 Consultant sh.11) maintain books, ledgers, mvotce5 accounts and other records and
documents evidencing eosk and ctpensus rel iced to the Smite,.~ fol a period of three (3)
year,, or for an} lon�gLr period rccju€red by law, from the date of final paymcnt to
Consultant pursuant to this Agreement Such books shall be wadable at reasonable times
tot examination by City at the office of Consultant
86 This Agreement, Including rile Exhibits incorporated herein by reference, represents the
Ciltir'e 9areeillerlt gild understanding between the Nrtics its to the illdttei;S contained
Mersin, and anv prior negotiations, written proposals or verbal a icein nts relating to such
matters arc; supersedk-d by this Agreement Lacept as othcr�xlse providtd toi herein, any
i3nieridmcnt io this A' 1%-LIllLnt shall be in writing, approved by City and signed by City
and C 011"LlItailt
7 This �giecmcnt shill be goveniLd by and construed in accorda.me with the laws of the
it itc of calitorni'l
8 S ff one of rliore of the sentem"-s, clause s, p,uagraphs of se.c.tions contained in this
A-Iecrllent Is dccla, d Invalid, void or unenforceasbh, by a court of cornpetent
jurisdiction, the same ,hail be deemed severable from the remainder of this Agreement
and shall not Attest, impair or iiwoltdate the remaining sentences, clauses paragraphs of
'cL,L(ions contaunccf 11�r41n, unless to do so would deprive a Party of a maternil bcneht of
Its bargain unties this Agreement
Ali 1lC Lr 9 — SOFTWARE LICI_NCLS
9 l Op;°n `source Sof ware
A Usage of Opcul SULII Q C 5otM 11'e
City under,tarrds and agrees that, in performing the ScrvIces (including but not
limited to budding the C hatbot apphc.atioll), Consultant relay use and incorportate open
,ource software City herubv acc,t,pts all Services subject to lily and -ill applicable
UpLII sOtlr(t I1 k n,eS
5
I+en5r11n .A rccmcn,s`rr iPc41 that N)t l nnsurHmi,AffCCHIcrV rlcn
B Copies of L rccrises
Consultant Shull dclivct to City, at City'.,, request copies of open source licenses
applic.abie to the Services
C No Warranties or Representations
City undc,rstands . rid agrees that C om nitants snake no warranties or representations
of any kind regarding open source, loftwarG Without hi-niting similar provisions
clscwhcre in this Agreement City herebv releases anti holds C,cinsultants harmless
#Jona any and all liability arising from Consultants' delivery of and/or City's use of
Services based upon open source software.
D Non 'f ransfer
I its Agr(.ernent tides not trap ster to City any title or miy ownership right or interest
in m to the open source components of any Services
92 Newly Createa Works
A Definition
111 s Agreernkcw m iti c:awc o, r4cjime Consult-int5 to ereau tnd ciLvelnp new original
Works of arithor diip (the "Newly Cre lied Woi
B Ocnerally Applicable Works
Upon payment in lull loi all ainounts CletC COnStsltdnt5 hereunder and subject to the
M-€111, and L{}11tlIClOilh of this Agree3nient, Consultants hereby grant Cite` an irrevocable,
royalty free, perp(,mal, nonexcliustve license to use, reproduce, modify, distribute:,
pnlaliLly pesfcis•ni and publicly display all Newly Crcitcd Works that are of general
applicability and not unique to City ("Cencrally Apphc�tble Works") Fol these
pur-posc.ti, "general applicability and not unique to City" means Newly Created
Woiks, or any portion-, thcroof, that do not contain any proprietary information,
(,ad(-marls, trade dress.. pros asses or tee tincilagy of City
C Ownership
Upon payment iii Cull for ail anioums time Consultants hereunder -.nd 5ubje.c.t to the
tuinis and conditions of this Agrecinunt, owiic.t•ship and all light, title Ind interest rn
Nt�wl) ('rented Woik,5 not i-lassitied a; 6(imally App][Laable Woiks will be
transfe,m-d ssxl n i-I,vocably assigiwd to ( ity.
9 3 Pre, Existing Matunals ( Modified u�ork5")
A Definitions
0
I ca ri}m s\¢nee ucni5'13aIle,I(Aw Rc,i C omsuin$IV Aoceenu-m Jck
"Pre Existing Materials' shall Yncan any and all source and/or compiled codc in any
computer progi-arn.nung language or rapplrcatton and all materials, inform"lhon,
inventions methods proce(lures, touhnology, and know-how owned o€ developed by
Consultants €ndepo-ndent of this Agreement
B Modification of Pre l,xist€ng Matcnals
`l o the extent this Agreement causes or r,,clu€res C OnSLdtant; to mod€fy any of its Pre-
Emsting ]Materials (the "Modifto d Works") and to allow C.rty to u,c such Modifit d
Works, then the Carty', r ryhts In such Modificd Work, sh ill bo. governed by th.€�
provision
C Ownership
Bodi ConSE.€hants and City agree tot A woOdwide rights to all Pre-Kisting
NAawinils and Molfi d \Vnik. , a, defined hercut, helonf; c;xc.lr;snely ind to
perpetuity to Consultants In no LdSC shall Ory be considered a Joint author or owner
of any the Exist€ng Material or Modified Works
D Lio,enstng
l`hors pay€nerlt to Gull for all an101.11ts clue C onsAwnN hereunder mW subject to the
inns and conditiuns of this Agreement, C'onsult,rnt4 hercbv grant to City, under all of
Consultants' rnteflek.111al prolaerty rrf,17ts to the Pre L,,fisting fviatcrials and Modified
Works, a non-ekcltrsrvc, lvoridwidc, royalty Eric license in and to all Pre-Yx€sting
N1,ite.rials and iModitred Work, to the extent embodied in tl}e dery€c.es, for all
purl}o,es reasonably necessary to achieve (Aty's presently intended use of the:
Services
94 Cal,t}' r'v'latc A,
A l�c(in€tron,
"( av M,€ter€al,' ,h 1l l mean all intellecnaal property, including but not irtrutc,d to
SORAVare (Ode rad apphcatrons, tiuppl€cd to Consultants by City for any laua'posc
during the lerin of thi, Agreermcnt I lie ternn "City Nlatcri ils" shrill also include all
data supplied by City to Consultants
B License C onvey it�cc
I lie ,ret by ON, of providing any Coy fvlatcrtalti to Consultants for analysta
modrf€(,suon, of in) other purpow- shall lac dcenitLd to 7 ccarrvey any arrcl Ill licenses
C onsnit int, nt<iy PAJU r . rn ordes to pertoml the Services
C Reservation of lntcllcctual Property Rights
t waui�ittt4giccntii tr BiOld C€M taut t usual u%Ape"am JOx
Subject to the li(enses granted herein, Consultants reserve all rights that are not
expressly granted in this Agreement with respcet to the Pre-Existing Work and the
Modified Works City acknowledgcs that the foregoing li�.ciises are strictly non-
c-cclusive and that Consultants may use the Pre-Existing Wotk and (excepting any
proprietaiy material or Confidential Information of City cont imed therein) the
Modified Woiks, foi any purpose in Consultants discretion The provisions of all
licenses grantc,d to City iii this Agreement are conditions and not merely covenalits
D Identification as Client
City grants Consultants a non-exclusive license in perpetuity, to use C ity'S name,
tradein,irks ',incl logos fen the, hmited purpose of identifying City a; a City of
Consultants in Consultants` portfolio and promotional rmitenals
IN W I"I N ESS WHEREOF, duly authorized representative,, of City and Consultant have signed
in c.ontsrmation of this Agec,nic,nt
CI I Y 01- R DLANDS BITPL FL, LLC:
BY _ ���r B y
e f~1c � mind, —
artnoroii �cll cs
Assistant to the City Mini igcr
A(test
D5 Ao�
Donaldson City Clerk --
8
I hat riot Consoling AprCOILui dux
LXHIBIT "A"
SCOPE U1" 5I? MC_P S
'I lie l3rosc,(,t goal is to Lxl)lor(,uapabiltties of chat bot technologscs and work towards
de vc lopment of a functioning prototype(hat bot that can auswcl que',Boris rclated to city
SCI vsccS SIILI) ',tS thOsc ITIVO MI, water conscrti7tion requircments Consultant will lcvuagc,
c.ammere mily available chat bot tool', Such a', Amazon Lux fol SpCCU11 rccUgnmon, iatlguage
un r',tandirig, and ticstpted clueshonlasmm systems
y
I`.,I.IJ-AgreemuwNN Ilei.1 Chat Bo;Con.uls:n_r,Agcccmcn;d,'
kXHIBYT "B"
HOURL Y RAI E SCHEDULE
PFRSONNEL S/ Hr
Sen€o€ Developer 115000
I€ites-medmte Develope€ $10000
Diss€or Dev(,lol,er S6000
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! ti,lgii iQricst Z0A3111'ccl Chat LOS Coasulnnx, Araver i[-E AK
FXF7111133r " tint
WO1;?.lEtMY COMPLNS.V] ION INSURANCE C1,R 171PICAli€ON
L Neiy employer, erct..pt the State, shall S,,cure thL payment of conlpcilsatlon in one or more of
the following ways
(a) By being inqured against hab€lity to pay compensation by one or more insurers
duly authorized to wtitc InsuranLc In tittti Statc
(b) By ,ccur€ng horn the DIr4(.,iot of Indust€Eal Rclatton5, zI certtfic.Ite of consent to
Gt,lf Insure, either els an Individual cnlploycr, of ns one employer In a group of
enlpWyev, which may be given upon hunlshing prool satisfactory to the Director
of lndusu Cal Manons of almh y to sclbmatre and to pay any compensation that
Inay become dile to his of her employees
Ctll".t-. li ()Nli
_I atn .iwan- of the pi %own% of S�Ltton 1700 (it the f abor (,(Idt, Whit h rc clutrc5 every
tmploycr to be insured alga ilst habtlity Jot Workers' Compensation of to undertake self-
msurarlf�c in rc c arc atlt c with the provlsirins of that UK and 1 will comply wide such provisions
b�.tore corruticm utg thc, pQtlormance of the work and activities reclturecf or lXrMLned under this
aboE C ode ti 1,6 1)
i� l <11firnl that at all t IMS, in periorming the, work and ictivities icgwred or permitted under
this NYTOcnlctit, I Shall riot employ any person in any inannei such that 1 betonic subject to the
worker, compematson late,, of California Jlowevur, at my tont„ If I cmploy any perstln such
M 11.1t,tunn MI'LO to the wMeW compm-isatton laws of California immediately I: Shall
prow A the V €ty With a cc€tlliCdl of consent to self-insure of s certib(,ation of workcrs'
cC)IIVt-I ') it 011 €risuraEl�-c
I t ndci ponAlty ui pL-IJilry utlde€ tilt, LMS of the SUM of CaIENnUa that tilt. €utornlatton
'uld iepre`,t.niat€ons rivicic in this cemfit.,at , arcc nuc and c of r00
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