Loading...
HomeMy WebLinkAboutContracts & Agreements_73-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of Cityworks Consulting Services ("Agreement") is made and entered in this 20' day of May, 2025 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and NewEdge Services, LLC, a Texas limited liability company ("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 Cityworks Consulting services for City (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," titled "Scope of Services," which is attached hereto and incorporated herein by this 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, any applicable State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 City designates Danielle Garcia, Management Services/Finance 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 respect to performance of the Services. ARTICLE 4 — PERFORMANCE OF SERVICES 4.1 Consultant shall perform and complete the Services in a prompt and diligent manner. 4.2 The Initial Term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term"). The City shall have the option to extend the Initial Term of this Agreement by four (4) additional one-year terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term. 1Acmo\Agrcemems\NewEdge Services, LLC Agreement FY25-0058.doex-ms 4.3 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to 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 Compensation: The compensation for Consultant's performance of the Services shall not exceed the amount of Forty Seven Thousand Three Hundred Dollars ($47,300) for the Services provided during the Initial Term. Should this Agreement be extended, the compensation for Consultant's performance for the Services shall not exceed the amount of Three Thousand Dollars ($3,000) for each of the four (4) Extended Terms, bringing the total possible amount of compensation to a not -to -exceed amount of Fifty Nine Thousand Three Hundred dollars ($59,300). For the Initial Term and each Extended Term, City shall pay Consultant on a time and materials basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit "B," titled "Cost Summary and Rates," which 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 Services. 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 or electronic mail transmission (including PDF), 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: CITY: City Clerk City of Redlands 35 Cajon Street P.O. Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org Phone: (909) 798-7531 1Acmo\Agr=nents\NewEdge Services, LLC Agreement FY25-0058.doex-ms CONSULTANT: Laura Carr, Chief Operating Officer NewEdge Services, LLC 9191 ICyser Way, Suite 103 Frisco, TX 75033 learr@newedgeservices.com Phone: (469) 888-5044 Fax: (214) 705-1573 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6.1 The following insurance coverage 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. A. 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 execute and provide City with Exhibit "C," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services. B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount 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. C. 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. D. 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. E. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City. In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor. 6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed 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 I:\cmo\Agmemems\NewEdge Services, LLC Agreement FY25-0058.dwx-ms 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 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 hnterests, with the City Cleric'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. 4 Idcmo\Agrecments\NewEdge Services, LLC Agreement FY25-0058.docx-ms 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. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City's immediate termination of this Agreement. 8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any 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. 8.4 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. 8.5 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. 8.6 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. 8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and I:\cmo\Agreements\NewEdge Services, LLC Agreement FY25-0058.docx-ins litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. 8.8 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 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 REDLAN B- JM , Z Mario Saucecfo, Mayor ATTEST: WI I F ae Donaldson, NEWEDGE SERVICES, LLC B. aura Carr, Chief Operating Officer [:lcmo\Agreements\NewEdge Services, LLC Agreement PY25-0056.doex-ms EXHIBIT "A" SCOPE OF SERVICES Item Description 1.0 Cityworks Application Business Process Review The NewEdge team understands the City of Redlands is looking for a qualified, experienced Trimble Business Partner to evaluate the current Cityworks environment. The NewEdge team understands the client desires a consultant that will work closely with personnel to understand the present and future goals for the use of the Cityworks software and recommend how to remedy the deficiencies in the current system and provide a roadmap of the Cityworks software. This health check does not include the implementation of new divisions or departments. Tasks / Deliverables for the NewEdge Health Check include the following: • Kickoff Meeting • NewEdge Virtual Process Review Workshop o Review of the current Cityworks database configuration and user interface, o Review of the GIS data and how it is configured to work with the Cityworks software o Review of business processes and workflows within the divisions currently using Cityworks o Review of the Cityworks database to ensure those processes are configured correctly. • Assessment report that will include recommendations for database configuration changes, workflow processes, field deployment, training and reporting needs and will include cost estimates for these tasks. • Delivery of assessment report - NewEdge staff will meet with each division interviewed in the workshops and provide an overview of the assessment report. NewEdge has met with the City of Redlands staff and understands there are key functions that they would like NewEdge to take into account while performing the review. These include: • Primary Target of preparing Cityworks PLL to accept on-line payments via Invoice Cloud. NewEdge will work with the City and Invoice Cloud to understand how the integration is being configured and implemented. • There are currently 2 instances of Cityworks configured at the City, one for Fire (AMS for inspections) and one for Development Services (PLL). City staff would like to look at consolidating these into 1 instance. • Issues with ProjectDox and the webhooks used to integrate ProjectDox with Cityworks 1:\cmo\Agr=nents\NewEdge Services, LLC Agreement FY25-0058.docx-ms From the kickoff meeting to delivery of the Assessment Report, the project should take approximately 6 weeks months. The NewEdge project manager will generate a more detailed schedule upon receiving a notice to proceed. 1.1 Upgrade of the Cityworks Software to Version 23.x NewEdge staff will perform an upgrade of the client's Cityworks software to Version 23.x. NewEdge understands the City is currently running two instances of the Cityworks software that will be migrated into one instance under this task. Fire uses Cityworks Server AMS for Fire Inspections and while Development Services uses Cityworks Server PLL for permitting. Both instances are in separate application environments and different versions of the software. The goal of this task will be to combine the two instances into one Cityworks database environment and upgrade to the current version of Cityworks 23.x. All users will remain in the Office Companion environment. This project will consist of the following tasks: • Kickoff Meeting via conference call • Upgrade of Cityworks Server AMS in the current environment. • Upgrade of the Cityworks test PLL environment • Migration of the Cityworks Server AMS data into the PLL environment in test • Upgrade of the Cityworks production environment. NewEdge staff will remote desktop or VPN into the Cityworks test environment to upgrade the Cityworks software to the new version. Client staff will have 30 days for testing the upgraded application. Once thoroughly tested in the test environment, NewEdge staff will upgrade the production environment. The upgrade will need to occur off -hours and preferably over a weekend so as not to disrupt the use of Cityworks. NewEdge staff will be available the following day of the upgrade to support any issues. Third party integrations, such as Citizen Engagement, CCTV or custom integrations with financial or human resources software, will be thoroughly tested by the client. For all tasks IT and Database staff should be available to address questions and assist with network/communication issues if they should arise. Cityworks 23 is a new platform for the Cityworks software. Due to differences in the application frameworks, Office and Respond, an upgrade to Cityworks 23 will require users to run two different sites. Clients using only Office, now called Office Companion, or Respond will see no differences in their use of Cityworks. For clients using Office and Respond, users will have to log in and out of each application to access the interface. I:\emo\Agreements\NewEdge Services, LLC Agreement FY25-0058.docx-mg Running Crystal Reports can only occur in the Office Companion environment. Respond only users with Crystal Templates will need to either migrate those reports to the report writer in Respond, ActiveReports, or switch between the two interfaces to run Crystal reports. 2.0 Munis Integration for Payments Received through Cityworks PLL Identified Integrations between Cityworks and Third -Party Software • Munis and Cityworks Server PLL Integration Fees received through PLL would be automatically pushed to the appropriate GL accounts in the Munis financial software. Costs identified in this section are for the Discovery and Requirements phase only. This is an upfront cost that will be billed upon receiving the notice to proceed. NewEdge will then start working with both the client and the third party software to identify integration methods (database to database, API, etc) and start documenting the client requirements for the integration. See section below for more details on the NewEdge methodology, schedule and costs for the Third Party Integration Services. Goal / Purpose of Integrations: The goal of NewEdge integration services between Cityworks and third -party applications is to eliminate the manual or paper processes that occur when a trigger or work process occurs in one application and requires action to be taken in another application. Example being money/fees collected through the PLL software are either delivered to finance in a report or csv file. This report and/or the csv file must be reviewed and then the information is either entered manually or imported from the csv file. Workflow: The general workflow for such communication between software systems is that data is entered into one system then printed, emailed or a phone call occurs to initiate the work. Work performed is recorded in Cityworks fees either received through the PLL Public Access module (InvoiceCloud) or entered into PLL and then manually documented on printouts delivered to finance. Integrations relieve the paper delivery/pick-up and the dual entry by departmental or division personnel. The workflow for most integrations with a 3rd party software and Cityworks can be streamlined to the following: Deliverables for Each Integration ❑ Discovery / Requirements Phase 11 Web Service to run Cityworks APIs ❑ Windows Service 9 C\cmo\Agreements\NewEdge Services, LLC Agreement FY25-0058.docx-ins ❑ Tables in the Cityworks database (if required) ❑ Trigger on Cityworks database table (would be used for instantaneous push/pull of data) ❑ Program for cleanup should issues occur (can also run as a scheduled task) The Discovery / Requirements Phase will be an opportunity to evaluate the methodology for the requested integration(s). This is the time that NewEdge staff will work with the 3rd party software to determine: • Does the 3rd party have established APIs or will they be developing them during the project • Can the 3rd party provide documentation on their APIs • If no APIs — what will be the integration methodology such as database to database triggers or export/import operations. • Does the 3rd party software have developers available to NewEdge staff and what will that cost be to the client Once the methodology of the integration is established, NewEdge staff will conduct a requirement meeting with the client to review the data that will be pushed and pulled between the two systems. Schedule: Upon receiving a notice to proceed, NewEdge staff will work with client staff to contact the 3rd party software vendor and begin discussions on integration methodology. Once this is complete, NewEdge can then schedule the requirements meeting with client staff. Once requirements are signed off by the client, the project duration will be approximately 4 months with the following milestones: • Installation of the integration on the client's test environment / client testing • Installation of the integration on the client's production environment. Could be contingent upon the go -live of the 3rd party software • Final acceptance Schedule and availability of 3rd party resources could extend the timeline. 10 I9cmo\Agreements\NewEdge Services, LLC Agreement FY25-0058.docx-ms EXHIBIT "B" COST SUMMARY AND RATES For all integrations there is an up -front cost for the Discovery/Requirements phase. After the requirements are complete, the client will receive a revised cost for the coding and installation of the integration. NewEdge will continue to support the integration for 1 year after the install and go -live of the integration. Following the initial year, the integration will have a yearly maintenance cost to account for: • Issues that arise with the integration • Updates/Upgrades to the Cityworks application • Support for third -party upgrades / modifications Note — NewEdge staff will support third party application staff if changes are made to the software, however, NewEdge staff will not make modifications to the third party software or AN code. • Changes / modifications to the data passed between the two systems Payment Schedule Discovery / Requirements Phase — billed when NTP received Revised integration costs approved Requirements approved; Coding begins Installation on Test Environment Installation on Production Environment Final Acceptance Maintenance / Continued Support Integration Estimates 33% of integration costs 60% of integration costs 90% of integration costs 100% of integration costs Billed Yearly from Go -Live Integration Integration Cost Maintenance Description Type Munis Integration One -Way $15,000.00 $3,000.00 for Permitting Fees integration "Costs will be further refined after Discovery / Requirements phase. Cityworks Hourly Support Services NewEdge Services, LLC will provide the City Redlands IT staff advisory service hours related to Cityworks and GIS initiatives. These hours can be used remotely, or the City can request NewEdge staff to be on -site. Tasks can include but are not limited to: • Configurations Changing Cityworks and / or GIS configurations based on assessment meetings, advising staff on configuration options and best practices. 11 C\cmo\Agreements\Nev,Edge Services, LLC Agrcement FY25-0058.docx-ms • Reporting Generate or complete reports in the Crystal Reports software • General Consulting Services NewEdge will address user questions and hours can be used for additional training. Prior to work commencing, tasks must be requested and approved by Richardson IT. Any work performed under this Agreement will be itemized on the invoice(s) provided to Richardson and billed at the hourly rates listed below: Title Rate GIS Intern $80/hour GIS Technician $110/hour GIS/Cityworks Specialist $130/hour Senior GIS/Cityworks $165/hour Specialist Database $165/hour Administrator/System Admin Developer $165/hour Project Manager $200/hour Cost Summary: Immediate Tasks Cityworks Application Business Review Upgrade of Cityworks Software to 23.x Billing of Hourly Support Hours Primary task will be to set up PA to accept on-line payments Integration between Munis and PLL Discovery and Requirements Phase Estimated Time of Billing 50% upon receiving NTP 50% delivery of report Task will start after delivery of Business Review Report 50% at Kickoff Meeting 50% upgrade of production Billed to the client on a monthly basis 100% Billed when receive NTP Integration between Munis and 10% billed at Kickoff PLL 50% install on test Coding and Installation Phase 90% install on production 100% integration final Total Estimated Immediate Costs: $47,300.00 Costs $8,100.00 $16,200.00 CI $8,000.00 Estimated: $15,000.00 Plus hourly support hours 12 C\cmo\Agmemenh\NewEdge Services, LLC Agreement PY25-0058.doex-ms EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION 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 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 § 18b 1). 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. NEWEDGE SERVICES, LLC Byz-401-,�� .1� aura Carr, Chief Operating Officer 13 lA molAgreements\NewEdge Services, LLC Agreement FY25-4658.docx-ms Date: ©5 Loa o-b,:i