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HomeMy WebLinkAbout2010 CON GovPartner.Com - Customer Service Information System Implementation / Annual HostingPROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND GOVPARTNER.COM INC THIS AGREEMENT is entered into this 6th day of July, 2010, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and GOVPARTNER.COM INC (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to implement an integrated customer service information system. WHEREAS, the CITY has determined that the CONSULTANT is a Systems Integrator and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibits " A,B,C ". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15 % from the base amount in either the change in services or compensation. This change in scope and compensation shall not apply to the Hosting Agreement referred to in Exhibit D which will operate as a separate agreement subject to its own terms and not the terms of this Professional Services Agreement. 3. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Don Lillibridge thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibits " A,B,C "shall not exceed the schedule given in Exhibits " A,B,C " (the Base amount) without prior written authorization from the IT Manager. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibits " A,B,C "as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The CONSULTANT shall perform its work in a manner consistent with the Standard of Care outlined in Section 12 of this Agreement. In the event that the City determines that the CONSULTANT's services under this Agreement fail to meet this Standard, the City shall provide notice to the CONSULTANT. Upon notice to the CONSULTANT and by mutual agreement between the parties, the CONSULTANT will, without additional compensation, correct those services not meeting such a Standard. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. LENGTH OF AGREEMENT. The length of this Agreement shall be three (3) years after the date of execution set forth above. The CITY shall have the option to renew this Agreement for two (2) terms of one (1) year each. Completion dates or time durations for specific portions of the Project are set forth in Exhibits " A,B,C ". 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. These documents shall be limited to only those which are prepared for purposes of this project and shall not include other proprietary information owned or otherwise prepared for the CONSULTANT during its normal course of business. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. 2 City's Standard Agreement— June 2008 revision The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONSULTANT. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or subCONSULTANTs, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its subCONSULTANT(s) shall require the subCONSULTANT to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent CONSULTANTs and that the CONSULTANT's obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. Changes in scope made necessary by newly enacted laws, codes and regulations may entitle the Consultant to a reasonable adjustment in the schedule and compensation, subject to approval and negotiation by both parties. The CONSULTANT, and each of its subCONSULTANTs, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 3 City s Standard Agreement— June 2008 revision 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) 4 City's Standard Agreement — June 2008 revision is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligent performance of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subCONSULTANTs, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ❑ A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. 5 City's Standard Agreement— June 2008 revision E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties 6 City's Standard Agreement — June 2008 revision to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. F. This Termination provision shall not apply to the Hosting Agreement which shall operate under its own weight and effect. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Ron Williams IT Manager City of National City 1243 National City Boulevard National City, CA 91950-4301 7 City's Standard Agreement — June 2008 revision To CONSULTANT: Don Lillibridge GOVPARTNER.COM INC 8710 Earhart Lane SW Cedar Rapids, IA 52402 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. 8 City's Standard Agreement — June 2008 revision E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF .IS IONAL CITY Bv: Mnson, aROV D :. TO F f �I SI Acting City orn y or GOVPARTNER.COM INC (Corporation — signatures of two corporate officers) By: vi By: (Name) iL N 03-1.C_ 6- J LE C. (Print) PfcE sz ei n.r (Print 9og17-0 Mono -- (Title) 9 Citys Standard Agreement — June 2008 revision EXHIBIT A Fees for Software Licenses, Software Maintenance and Support, Professional Services, and Application Hosting. Software Fees A GovPartner hosted system includes an enterprise user license for unlimited password protected concurrent user access for staff and public users. With this option the City does not pay an up -front license cost, but instead will pay a yearly Hosting Fee. The Hosting Fee is a global fee that includes the Enterprise Software License, hosting of the system at the GovPartner Data Center, and Annual Software Maintenance — unlimited technical support, and software updates and upgrades. The City will not need to acquire, install and configure the necessary hardware and operating environment as this is provided with the Subscription Fee. Additionally, GovPartner staff will manage and support the environment and system including server maintenance, system backups, etc. according to our Service Level Agreement. Annual Software Maintenance (ASM) ASM is included in the global Hosting fee. This program ensures that the City's investment is protected long- term by providing: • Software updates including fixes, enhancements and routine releases (typically provided quarterly) • Software upgrades — This includes platform upgrades. The City will never need to repurchase software. • Unlimited technical and user support via phone, e-mail, and web conferencing. Software Fees include the following Modules: • Land Administration — Base Module • Planning • Engineering • Building • Customer Portal • Code Enforcement • Licensing • GIS Viewer • RequestPartner CRM • Work Order Management Software Hosting Fees $44,000 per year* *Software Hosting Fees will be invoiced either annually or monthly. Invoice(s) will begin upon activation of the site for configuration purposes, or 90 days from contract execution, whichever is earlier. Form No. 0001.001 Implementation Fees The following fee summary is for implementation of the proposed CDP Bundle including all identified Modules. Description Unit Price Quantity Cost Project Director $1,500 per day 4 days $6,000 Project Management $1,000 per day 17 days $17,000 System Configuration $1,000 per day 16 days $16,000 Training $1,000 per day 15 days $15,000 GovPartner Development $2,000 per day 2 days $4,000 Data Conversion • See assumptions $15,000 estimate Documentation • See assumptions No charge CDP Implementation Services Total $73,000 Travel & Expenses • Average cost $1,000 per trip • 4 trips estimated $4,000 estimate Optional Integration Cost Detail GIS Integration $10,000 GL Integration $10,000 Single Sign On $10,000 Form No. 0001.001 G P ResellerMaster3-14-03.doc Invoice Schedule Progress based invoices will be issued as follows: Invoice trigger (Project Milestone) Date Scheduled Invoice Amount Launch and Preparation Phase July 12, 2010 30% implementation budget Hosting Invoice TBD 100% of Yearly Hosting or 1st month of Hosting Approval of User Acceptance Test Plan August 02, 2010 50% implementation budget Go Live of Phase I — CDP Base System minus Customer Portal. August 16, 2010 10% implementation budget Go Live of Phase II — Customer Portal September 13, 2010 10% implementation budget Project Change Request 100% of agreed amount Invoice Schedule Explanation Launch and Preparation Phase — This milestone will include all the initial meetings, interviews, process mappings, etc. which will culminate in a comprehensive Document of Understanding. This is the blueprint for the entire project. We will invoice for 30% of the implementation budget once the project kickoff meeting is scheduled. Hosting Invoice — Hosting can either be paid monthly or yearly. The 1st Hosting invoice will be triggered when the site is created on GovPartners' servers for system configuration and testing. Hosting invoices will be issued monthly or on the year anniversary of the original invoice. User Acceptance Test Plan — The Acceptance Test Plan is the milestone that comprises most of the work on the project. We will have captured all business requirements, fully configured and tested the system, and prepared all deliverables leading up to thorough testing of the system in preparation for Go Live. We will invoice for 50% of the project budget once the Test Plan is approved. Go Live of Phase I — Phase I Go Live is exclusive of the Customer Portal. System Go Live is when the system is moved into production after a successful User Acceptance Testing, system refinements, and training. We will invoice 10% of the project budget at Phase I Go Live. Go Live of Phase II — Phase II is inclusive of the Customer Portal. System Go Live is when the system is moved into active production after a successful User Acceptance Testing, System refinements, and End User Training. We will invoice for the remaining 10% of the project budget at Phase II Go Live. A Project Change Request (PCR) is a change to project scope. The project will likely have many PCRs issued during the course of the project, most of which are at no additional cost. However, should any PCR include a cost component, the PCR will be billed immediately upon execution (signature). Form No. 0001.001 G P Resel IerMasler3-14-03.doc EXHIBIT B CUSTOMER Support Subscription Order Form CUSTOMER: National City CUSTOMER Phone: 619-336-4241 CUSTOMER Fax: 619-336-4239 CUSTOMER E-mail Address: Address: 1243 National City Blvd City, State or Province, Zip Code or Postal Code: National City, CA 91950 Description Response Time Means of Contact Support Response** within 4 hours, without regard to PPM Response" within 8 hours Response* within 24 hours Will be considered and addressed as part of normal product enhancement cycle "'Response means begin actively working on solution Telephone, e-mail, pager/mobile phone Telephone, e-mail Telephone, e-mail Telephone, e-mail, letter Level 1: Severe problems rendering software application substantially inoperable Level 2: Problems significantly affecting operability, but which do not render application inoperable Level 3: Problems preventing application from functioning as designed, but which do not significantly affect operability or render application substantially inoperable Level 4: Less critical problems for which an acceptable work around is developed Form No. 0001.001 G PResellerMaster3-14-03.doc EXHIBIT C CUSTOMER Authorized Contact Information Form General Information CUSTOMER: E-mail Address: Primary Technical Contact: Phone: Fax: Address: City, State or Province: Zip Code or Postal Code: Country: Authorized Contacts must be GOVPARTNER trained for your installed product configuration. Validation of training may be required by GOVPARTNER. Only the Trained Contacts listed below or as modified in writing by the CUSTOMER will be eligible for telephone or web support. YOUR COMPLETE E-MAIL ADDRESS IS NECESSARY FOR THIS SUPPORT. Trained Contact Name: Title: Phone Number: Fax Number: E-mail or Internet Addr: Pager Number: Trained Contact Name: Title: Phone Number: Fax Number: E-mail or Internet Addr: Pager Number: Trained Contact Name: Title: Phone Number: Fax Number: E-mail or Internet Addr: Pager Number: Form No. 0001.001 GPR esellerMaster3-14-03.doc Exhibit D Application Hosting Agreement CUSTOMER AGREES TO INITIAL HERE TO INDICATE ITS INTENTION TO HAVE THIS APPLICATION HOSTING AGREEMENT APPLY. CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE IN ADDITION TO THE PROFESSIONAL SERVICE AGREEMENT: CUSTOMER's Initials The terms and conditions of the Professional Services Agreement (the "Agreement") are incorporated herein as if the same were fully set forth herein. Should any provisions of the Agreement conflict with the specific terms contained herein for the Application Hosting Agreement ("AHA"), the specific terms herein will govern the Application Hosting Agreement. Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Agreement. 1. Hosting Services A. Provided CUSTOMER is licensed to use GOVPARTNER Software pursuant to an enforceable Software License Agreement as set forth in Addendum A between GOVPARTNER and CUSTOMER (the "Software"), GOVPARTNER will install and operate the host portion of the Software in GOVPARTNER's host computer system (the "Host Computer System"). B. GOVPARTNER will provide all equipment, software and services necessary for the operation and maintenance and support of the Host Computer System and the host portion of the Software. GOVPARTNER may contract with third parties for all or part of such equipment, software and services. GOVPARTNER reserves the right to change the configuration of the Host Computer System and the host portion of the Software and to change or delete such equipment or software at any time, but GOVPARTNER shall make CUSTOMER's application compatible with such change or deletion without additional charge to CUSTOMER. C. GOVPARTNER will provide bandwidth for communication between CUSTOMER and its web users involving the Software as provided in Schedule 1, attached hereto and incorporated herein. GOVPARTNER will back-up CUSTOMER's data as provided in Schedule 1. D. If applicable, installation and training procedures are as described pursuant to the Professional Services Agreement as set forth in Addendum C. If GOVPARTNER is requested to provide custom modification, consulting, system integration or other services, the terms for such services shall be provided in Addendum C. E. CUSTOMER shall have access to and be permitted to use the Software via Internet facilities. The communications and network interoperability requirements for Internet access are as described in Schedule 1. F. The Hosting Computer System shall be used by CUSTOMER only for purposes relating to CUSTOMER's own use of the Software. GOVPARTNER will not be responsible for any delays resulting from circumstances beyond its control. G. GOVPARTNER will take reasonable precautions to guard against unauthorized access to CUSTOMER's data that is used or collected by the Software. However, GOVPARTNER assumes no responsibility that the Software will be used properly. 2. Term. The initial term of this AHA shall commence the date the Agreement is signed and shall continue for three years.. This AHA shall be renewable at the CUSTOMER's option in successive one year terms. In the event that CUSTOMER wishes to terminate this AHA, during the initial term, CUSTOMER shall notify GOVPARTNER in writing at least one hundred eighty (180) days in advance. Notwithstanding the preceding, GOVPARTNER may terminate by giving at least sixty (60) days written notice that GOVPARTNER cannot meet the requirements of Schedule 1, and CUSTOMER may terminate for convenience the service of any hosted application upon thirty days written notice. 3. Fees. CUSTOMER agrees to pay those fees specified in Exhibit A of the Agreement. CUSTOMER will be invoiced monthly. All charges and rates are exclusive of all sales, use and like taxes. Such taxes are the responsibility of the CUSTOMER and will be billed to the CUSTOMER as a separate line item on each invoice. 4. Credit Card Services. The attached CyberSource Managed Commerce Provider Agreement (the "Credit Card Agreement") for the purpose of facilitating credit card processing by 4 Form No.0003.001 G P. Host. LagHls.4-12-01 the CUSTOMER regarding the use of the Software by CUSTOMER'S web users. GOVPARTNER grants CUSTOMER the rights of a "Customer' as provided within the Credit Card Agreement. This grant of rights shall continue until the sooner of the termination of the Credit Card Agreement or the termination of this AHA. In the event of termination of the Credit Card Agreement, GOVPARTNER shall obtain similar services from another source, the terms of which agreement with another source shall apply to CUSTOMER. 5. Control and Supervision. The indemnity and hold harmless provision of Paragraph 15 in the Agreement shall be applicable to this AHA and is incorporated herein as though fully set foth. 2 Form No. 00032.001 G P R ese l I e rH ost3-14.03. d o c SCHEDULE 1 Bandwidth: CUSTOMER will be provided with the bandwidth from a datacenter necessary for adequate responsiveness for the following application(s): CUSTOMER Software and Equipment: Hardware Any workstation connected to the Internet that is capable of supporting a W3.org compliant HTML 3.2 or 4.0 browser. Computers that are five years or older may process information so slowly and may not produce satisfactory results. Software Any W3.org (World Wide Web Consortium) HTML 3.2 or 4.0 compliant browser for access by public. CUSTOMER staff must use Microsoft Internet Explorer version 5 or later. In order to maintain session state cookies must be enabled. CUSTOMER'S communications and network interoperability requirements: Network Software Environment Industry standard network software environment that utilizes TCP/IP networking protocol, LAN connections to the Internet, and dial -up connections for public access. CUSTOMER Internet access to hosted applications should provide for a dedicated, "always on", connection at 128kb/s or higher data rate. Any CUSTOMER firewall security device to be configured to permit two-way communication between hosted applications at the data center and the CUSTOMER's server running the database. GOVPARTNER Backup: GOVPARTNER shall perform a full back-up of CUSTOMER's data files on a weekly basis and an incremental back-up all other working days of the week. An incremental back-up is back-up of all files that have changed since the previous back-up. One copy of the back-up is retained for thirty days before it is recycled. GOVPARTNER will use reasonable efforts to restore CUSTOMER's files from available back-up tapes during the PPM. 5 Form No. 0001 003 G P Resel I erH ost12-28-2004.doc RESOLUTION NO. 2010 — 157 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH GOVPARTNER.COM, INC., FOR A TOTAL AMOUNT OF $340,000 TO IMPLEMENT AND HOST AN INTEGRATED CUSTOMER SERVICE INFORMATION SYSTEM TO FACILITATE LAND USE, ZONING MANAGEMENT, PERMIT TRACKING, CODE ENFORCEMENT, BUSINESS AND PET LICENSING, CITIZEN REQUESTS, AND WORK ORDER MANAGEMENT WHEREAS, the City desires to implement and have hosted an Integrated Customer Service Information System to facilitate Land Use, Zoning Management, Permit Tracking, Code Enforcement, Business and Pet Licensing, Citizen Requests, and Work Order Management; and WHEREAS, it has been determined that GovPartner.Com, Inc., is qualified by experience and ability to perform the services desired by the City; and WHEREAS, GovPartner.Com, Inc., is willing to implement the system for $120,000 and host the system for $44,000 per year, for a total five year cost of $340,000. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement between the City of National City and GovPartner.Com, Inc., in the amount of $340,000 to implement and host an Integrated Customer Service Information System to facilitate Land Use, Zoning Management, Permit Tracking, Code Enforcement, Business and Pet Licensing, Citizen Requests, and Work Order Management for a three year period with the option to renew for two terms of one year each. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 6th day of July, 201 n Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk • PPROVED AS TO FORM: aqh AI A dia G. Si - • cting City Att. Passed and adopted by the Council of the City of National City, California, on July 6, 2010 by the following vote, to -wit: Ayes: Councilmembers Morrison, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California >l. 1 ion City Clerk of the City of N al City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2010-157 of the City of National City, California, passed and adopted by the Council of said City on July 6, 2010. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: 07-06-2010 AGENDA ITEM NO. 11 .: EM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with GovPartner.com Inc. in the amount of $340,000 to implement an integrated customer service information system to facilitate land use, zoning management, permit tracking, code enforcement, business and pet licensing, citizen request and work order management. PREPARED BY: Ron Williams DEPARTMENT: CMO PHONE: 619-336-4373 APPROVED BY: EXPLANATION: The City of National City currently uses disparate systems to process and track various tasks related to issuing licenses and permits, tracking code violations, and responding to citizen requests. On September 30, 2009 the City issued a Request for Proposal to implement an integrated customer service information system to facilitate land use, zoning management, permit tracking, code enforcement, business and pet licensing, citizen request and work order management. The request for proposal outlined the scope of work and objectives. Proposals were due on October 29, 2009. The top three vendor proposals were reviewed by a Proposal Review Committee. The committee selected GovPartner.com Inc.'s proposal as the most responsive to the City's needs. The system will be accessible to staff and citizens via internet web portal on the National City web site. The agreement is for three years with the option to renew for two terms of one year each. The requested appropriation includes system implementation cost ($120,000) plus annual hosting fee ($44,000/yr) for five years. FINANCIAL STATEMENT: APPROVED ' ` > (..Financ / ACCOUNT NO. 630-409-500-598-8039 APPROV : (+ /y -- MIS Funded via CIP ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt resolution BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: ontract Qlrc.so%,V�N.Oa No. 'do\o- %gy! INCORPORATED July 13, 2010 Mr. Don Lillibridge GovPartner.Com, Inc. 8710 Earhart Lane SW Cedar Rapids, IA 52402 OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax Dear Mr. Lillibridge, On July 6th, 2010, Resolution No. 2010-157 was passed and adopted by the City Council of the City of National City authorizing execution of an Agreement with GovPartner.Com, Inc. We are forwarding for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: MIS Dept.