HomeMy WebLinkAboutOnline Solutions 2023-05-02 CONTRACT NO. 2223-179
AGREEMENT FOR
PERMITTING SOFTWARE SYSTEM
This Agreement, made and entered into this 2nd day of May, 2023 ("Effective Date"), by and
between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Online Solutions, LLC
(DBA Citizenserve), a Limited Liability Company organized and in good standing under the laws of
the state of Nevada, hereinafter referred to as "Vendor".
RECITALS
This Agreement is predicated on the following facts:
a. City requires vendor products and services related to providing a Permitting Software System.
b. Vendor represents that it has the qualifications, skills, experience and properly licensed to
provide these services, and is willing to provide them according to the terms of this
Agreement.
C. City and Vendor agree upon the Scope-of-Work and Work Schedule attached hereto as
Attachment"A", describing contract provisions for the project and setting forth the completion
dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment"A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment"A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement
between City and Vendor. The written Agreement shall be in the form of an Amendment to
this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Vendor shall commence performance of services as required by the
Scope-of-Work and attached schedule upon receipt of a Notice to Proceed. Timeline includes
6 months for implementation, and five years of an annual software subscription. Vendor shall
complete the work to the City's reasonable satisfaction, even if contract disputes arise or
Vendor contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of these services of this Agreement, Vendor
shall be compensated on a fixed fee basis not to exceed a guaranteed maximum dollar
amount of $209,057 for the total project costs, including five (5) year license renewal.
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Payment schedule for work performed by the Vendor and accepted by the City are set forth
in the attached Attachment B. Vendor shall complete the Scope of Work for the not-to-exceed
guaranteed maximum, even if actual time and expenses exceed that amount.
4.2 Changes. Should changes in compensation be required because of changes to the Scope-
of-Work of this Agreement,the parties shall agree in writing to any changes in compensation.
"Changes to the Scope-of-Work" means different activities than those described in
Attachment"A"and not additional time to complete those activities than the parties anticipated
on the date they entered this Agreement.
4.3 Sub-contractor Payment. The use of sub-contractors or other services to perform a portion
of the work of this Agreement shall be approved by City prior to commencement of work. The
cost of sub-contractors shall be included within guaranteed not-to-exceed amount set forth in
Section 4.1.
4.4 Terms of Payment. Payment to Vendor for products and services rendered in accordance
with this contract shall be based upon submission of detailed invoices for the work
satisfactorily performed to complete each milestone outlined in Attachment B, which amounts
shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a
description of each item of work performed,the milestone the work was performed to achieve,
and the fees charged for achievement of that milestone in accordance with the payment
structure by milestone outlined in Attachment B. Invoices shall be accompanied by
documentation sufficient to enable City to determine that the milestone has been achieved.
5.0 ASSURANCES OF VENDOR
5.1 Independent Contractor. Vendor is an independent contractor and is solely responsible for
its acts or omissions. Vendor(including its agents, servants, and employees)is not the City's
agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Vendor is an independent contractor and
not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall
have no right to, and shall not control the manner or prescribe the method of accomplishing
those services contracted to and performed by Vendor under this Agreement,and the general
public and all governmental agencies regulating such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been inserted
solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement shall
be interpreted or construed as creating or establishing the relationship of employer and
employee between Vendor and City.
Vendor shall pay all estimated and actual federal and state income and self-employment
taxes that are due the state and federal government and shall furnish and pay worker's
compensation insurance, unemployment insurance and any other benefits required by law
for himself and his employees, if any. Vendor agrees to indemnify and hold City and its
officers,agents and employees harmless from and against any claims or demands by federal,
state or local government agencies for any such taxes or benefits due but not paid by Vendor,
including the legal costs associated with defending against any audit, claim, demand or law
suit.
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Vendor warrants and represents that it is a properly licensed professional or professional
organization with a substantial investment in its business and that it maintains its own offices
and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Vendor understands that its professional responsibility is solely to City.
Vendor has no interest and will not acquire any direct or indirect interest that would conflict
with its performance of the Agreement. Vendor shall not in the performance of this Agreement
employ a person having such an interest. If the City Manager determines that the Vendor has
a disclosure obligation under the City's local conflict of interest code,the Vendor shall file the
required disclosure form with the City Clerk within 10 days of being notified of the City
Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Vendor's obligations arising under Paragraph 6.2 Vendor
shall not begin work under this Agreement until it procures and maintains for the full period of
time allowed by law, surviving the termination of this Agreement insurance against claims for
injuries to persons or damages to property, which may arise from or in connection with its
performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office("ISO)Commercial General Liability Coverage Form
No. CG 20 1010 01 and Commercial General Liability Coverage—Completed
Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any
auto"or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the State
of California and Employers Liability Insurance.
4. Professional liability insurance appropriate to the Vendor's work
B. Minimum Limits of Insurance
Vendor shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily
injury, personal injury and property damage including operations,products and
completed operations. If Commercial General Liability Insurance or other form
with a general aggregate limit is used, the general aggregate limit shall apply
separately to the work performed under this Agreement, or the aggregate limit
shall be twice the prescribed per occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
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3. Worker's Compensation and Employers Liability: Worker's compensation
limits as required by the Labor Code of the State of California and Employers
Liability limits of$1,000,000 per accident.
4. Professional (Errors and Omissions) liability: $1,000,000 per occurrence.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the
City. At the option of the City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects to the City, its officers, officials,
employees and volunteers; or the Vendor shall procure a bond guaranteeing payment
of losses and related investigations, claim administration and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Vendor, products and
completed operations of the Vendor, premises owned, occupied or
used by the Vendor, or automobiles owned, hired or borrowed by the
Vendor for the full period of time allowed by law, surviving the
termination of this Agreement. The coverage shall contain no special
limitations on the scope-of-protection afforded to the City, its officers,
officials, employees or volunteers.
b. The Vendor's insurance coverage shall be primary insurance as
respects to the City, its officers, officials, employees and volunteers.
Any insurance or self-insurance maintained by the City, its officers,
officials, employees or volunteers shall be in excess of the Vendor's
insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its officers,officials, employees or
volunteers.
d. The Vendor's insurance shall apply separately to each insured against
whom claim is made or suit is brought,except with respect to the limits
of the insurer's liability.
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City, its
officers, officials, employees and volunteers for losses arising from Vendor's
performance of the work, pursuant to this Agreement.
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3. Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be the effective
date of this Agreement. The policy period shall extend one year from date of
final approved invoice for this project.
4. All Coverages
Each Insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced
in coverage or in limits except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the City.
E. Acceptability of Insurers
Insurance is to be placed with admitted California insurers with an A.M. Bests rating
of no less than A-for financial strength, AA for long-term credit rating and AMB-1 for
short-term credit rating.
F. Verification of Coverage
Vendor shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates and
Endorsements for each insurance policy are to be signed by a person authorized by
that insurer to bind coverage on its behalf. The Certificates and Endorsements are to
be on forms provided or approved by the City. Where by statute, the City's Workers'
Compensation - related forms cannot be used, equivalent forms approved by the
Insurance Commissioner are to be substituted. All Certificates and Endorsements are
to be received and approved by the City before Vendor begins the work of this
Agreement. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time. If Vendor fails to provide the coverages
required herein, the City shall have the right, but not the obligation, to purchase any
or all of them. In that event,the cost of insurance becomes part of the compensation
due the Vendor after notice to Vendor that City has paid the premium.
G. Subcontractors
Vendor shall include all subcontractors as insured under its policies or shall furnish
separate certificates and endorsements for each sub-contractor. All coverage for sub-
contractors shall be subject to all insurance requirements set forth in this Paragraph
6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto,Vendor agrees,for the full period of time allowed by law, surviving the termination of
this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or
pertains to, or relates to any negligent act or omission or the willful misconduct of Vendor in
the performance of services under this contract by Vendor, but this indemnity does not apply
to liability for damages for death or bodily injury to persons, injury to property, or other loss,
arising from the sole negligence,willful misconduct or defects in design by the City,or arising
from the active negligence of the City.
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"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include all
costs associated with defending the claim, including, but not limited to, the fees of attorneys,
investigators, consultants, experts and expert witnesses, and litigation expenses.
References in this paragraph to City or Vendor, include their officers,employees,agents,and
sub-contractors.
7.0 DATA SECURITY.
7.1 Ownership and Use of City Data. "City Data" means (i) data and information regarding the
activities of the business of the City and provided to, or collected or generated by Vendor in
connection with providing products and the performance of the Services under the
Agreement, and (ii)data and information accessed, processed or stored by Vendor as part of
the Products and Services.As between the parties,City Data shall be and remain the property
of the City. Vendor shall use City Data solely to perform Vendor's obligations under the
Agreement. Except as expressly permitted in the Agreement, Vendor shall not sell, assign,
lease, disseminate, or otherwise dispose of City Data or any part thereof to any other person,
and Vendor shall not commercially exploit any part of City Data. Vendor shall not allow its
employees, agents, or subcontractors to do any of the foregoing and shall take reasonable
measures to prevent such misuse.
7.2 Use of Personal Data. "Personal Data"means any information that specifically identifies any
consumer, customer or employee of the City or living or dead individual person, including any
personally-identifiable information or any information that could be associated with such
individual, such as drivers' license numbers, account numbers and addresses. Vendor will
exercise all due care with respect to Personal Data and the collection, handling, delivery,
processing and transmission thereof, including, with respect to confidentiality, security and
any consent or authorization necessary to use such information as required to provide the
Products and perform the Services.
7.3 Treatment in Accordance with Data Laws. Vendor will treat all Personal Data in accordance
with all federal and California citable cout decisions, statutes, duly promulgated federal and
California regulations, policies and administrative determination and decisions and
provisions of the United States and California Constitutions and international treaties and
conventions to which the United States is party and which have been implemented in the
United States ("Applicable Laws"), including privacy laws and other laws as may be
applicable to the use, unauthorized access to, confidentiality of and security of Personal
Data, and procedures relating to the foregoing, including the international transfer of
Personal Data (collectively"Data Laws").
7.4 Disclosure of Personal Data.Vendor shall not rent,sell,disclose,transfer,store, retain or use
any Personal Data except as necessary and proper to provide the Product and perform the
Services. Vendor will disclose Personal Data only to its employees, officers, agents and any
third parties who have a need to know such Personal Data as is necessary for providing the
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Product and performance of the Services and for no other reasons, and further provided that
(i) Vendor informs such recipients of Personal Data of their obligations with respect to such
Personal Data, (ii) such disclosure is in properly secured or encrypted formats, as may be
applicable given the nature of the transmission, disclosure and Personal Data at issue, (iii)
such third parties are contractually bound to treat the Personal Data in a manner no less
protective than as required of Vendor hereunder, and (iv)Vendor will remain liable for all acts
and omissions of such persons or entities.
7.5 Protection of Data. Vendor shall maintain appropriate physical, technical and organizational
measures to protect all Personal Data against accidental loss or unauthorized access, use,
disclosure, alteration, or destruction. Vendor acknowledges that the level of security that is
appropriate will depend on the sensitivity of the information, the risks represented by the
processing, the harm that is likely to result from a breach of security, industry standards and
Applicable Law, including all Data Laws.
7.6 Correction or UQdatina of Data. Vendor will correct or update such Personal Data upon
confirmed notice from the City or the individual who is the subject of the Personal Data that
the data is incorrect.
7.7 Security Breach. For purposes of this section,"Security Breach"means any actual or potential
unauthorized or accidental access, use, loss or disclosure of any City Data or Personal Data
or a breach of Consultant's security or information systems that could reasonably be expected
to expose any City Data or Personal Data to such unauthorized or accidental access or use.
Vendor will notify the City promptly (or immediately if required by Applicable Law) in writing
of any Security Breach. Each Party will provide, at its own expense, all necessary and
reasonable cooperation to the other to comply with any Data Laws applicable to such Security
Breach, including the notification of all individuals who may have a right to be informed of the
Security Breach and the investigation and prosecution of such Security Breach. Vendor will
immediately take all necessary measures to remedy such Security Breach and provide the
City a written plan identifying the measures Vendor will implement to avoid any subsequent
Security Breach of a similar nature.
7.8 Audit and Verification. Vendor will provide reasonable cooperation to the City and any
governmental authorities with jurisdiction to audit and verify Vendor's data security systems
and procedures in order to confirm the City's and Vendor's respective and collective
compliance with these provisions and any applicable Data Laws.
7.9 Disclosure ReQuired by Law.Vendor may disclose City Data or Personal Data as required by
any Applicable Law, regulation, rule, court or administrative order or similar legal
requirements. In the event of any such required disclosure, Vendor will notify the City in
advance of such disclosure and cooperate in any effort to minimize the extent of such
disclosure and maintain the confidentiality of such City Data or Personal Data.
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7.10 Amendment as a Result of Change in Data Laws. The parties in good faith agree to revisit
and amend this Section from time to time as necessary to comply with changes to relevant
Data Laws.
8.0 WARRANTIES
8.1 Software Warranty. Vendor warrants that the standard commercial-off-the-shelf software will
perform without Defects during the term of this Agreement. If the Vendor's software does not
perform as warranted, Vendor will use all reasonable efforts, consistent with industry
standards, to cure the Defect in accordance with the maintenance and support process set
forth in the Service Level Agreement (SLA) appended to this contract as Exhibit and
Vendor's then current Support Call Process.
8.2 Service Warranty.
A. To the extent the implementation of Vendor's software requires the delivery and/or
implementation of software modifications, interfaces, web service connectivity, data
conversion routines, and/or other non-baseline code contracted for in the attached
Statement of Work (SOW), Vendor warrants that such software (i) will be
accompanied by the source code and,at the time of delivery,will be free of all viruses,
time bombs, Trojan horses or other malicious code and (ii) will conform with City's
specifications and intended use. In the event of non-conformance with City's
specification, Vendor shall promptly correct, repair or modify the identified defect or
deviation within thirty days of City's written demand. If Vendor fails to correct, repair
or modify the defect or deviation to the City's satisfaction, which is not to be
unreasonably withheld, Vendor shall promptly refund to the City the amount paid to
Vendor for the Deliverable and, at City's election, this Agreement shall be deemed
terminated.
B. To the extent implementation of Vendor's software requires expert consulting services
from Vendor personnel or Vendor sub-contractor personnel to help install, configure,
write business or technical specifications, train end users, or perform all other such
consulting services necessary for the successful implementation of Vendor's software,
the Vendor warrants that it shall perform the Services (a) in accordance with the
Agreement, and (b)with standard of skill, care and diligence that would be expected
of an expert professional provider of the Services.
C. Upon receipt of notice from City of any failure to comply with the terms of the
Agreement, Vendor shall without additional compensation correct any such non-
compliance within a time acceptable to City and reimburse City for any resulting costs,
expenses or damages suffered by City, including but not limited to, costs of removal,
reinstallation, re-procurement and any other third-party costs, damages and losses
incurred by City. If Vendor fails to timely cure non-complying Services, City may use
another contractor to replace or repair such non-compliant Services.Vendor shall not
be liable for any other consequential damages, including, but not limited to, loss of
profits or revenue, cost of capital, loss of use of equipment or facilities, cost of
purchased or replacement power, or claims of customers due to loss of service.
D. THE WARRANTIES SET FORTH IN THIS SECTION 8.0 ARE IN LIEU OF ALL
OTHER WARRANTIES RELATING TO THE PRODUCT AND SERVICES WHETHER
STATUTORY, EXPRESS OR IMPLIED AND VENDOR DISCLAIMS ALL OTHER
WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
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MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND
WARRANTIES ARISING FROM COURSE OF DEALING AND/OR USAGE OF
TRADE. The warranties and obligations contained in this Section 8.0 are Vendor's
sole warranties and CITY's exclusive remedy with respect to the warranty of the
Products and Services described above; provided, however,the foregoing shall not in
any manner affect CITY's rights of indemnification or direct damages for breach of,
under or pursuant to the Agreement. No failure on the part of CITY in the exercise of
any right or remedy shall operate as a waiver of or by City of their right to exercise
any other right or remedy.
9.0 LIMITATION OF LIABILITY
9.1 In no event shall City be liable to Vendor for any special, incidental, indirect, punitive or
consequential loss or damage or prejudgment interest at an annual interest rate greater than
2% whether or not such loss or damage is caused by the fault or negligence of City, their
employees, or agents. City' liability on any claim of any kind for any loss or damage arising
out of or in connection with or resulting from this Agreement or from performance or breach
thereof shall in no case exceed the amount specified in Section 4.1, plus the cost to the City
of any applicable Change Orders.
9.2 In no event shall Vendor be liable to City for any special, incidental, indirect, punitive or
consequential loss or damage or prejudgment interest at an annual interest rate greater than
2% whether or not such loss or damage is caused by the fault or negligence of Vendor, its
employees,agents or subcontractors.This exclusion of liability for special, incidental, indirect,
punitive or consequential loss or damage applies to loss of profits or revenue, cost of capital,
loss of use of equipment or facilities, cost of purchased or replacement power or claims of
customers due to loss of service. This exclusion does not apply to third party claims requiring
indemnification under Section 6.2.
10.0 INTELLECTUAL PROPERTY
10.1 Vendor warrants that it owns or has the rights to and the power and authority to transfer the
Services to the City, and that Vendor has the rights in the Services granted under this
Agreement. Vendor further warrants that the Services shall be delivered free of any rightful
claim of any third party for infringement of any United States patent, copyright, trade secret,
or other intellectual property right. Vendor agrees to fully indemnify and defend the City from
any such claim of infringement against the City and to hold the City harmless from any
resulting damage or expense. If any such claim is made against the City, after the City has
given Vendor notice of the claim, Vendor shall procure any necessary legal defense for City
from qualified attorneys approved by City and shall pay any and all costs or expenses of such
defense, including costs incurred by the City.
10.2 City acknowledges that the Services may in whole or in part be created using Vendor prior
acquired knowledge, skill and expertise, and may include Vendor proprietary information and
prior developed intellectual property of Vendor,which Vendor shall continue to own and have
an unrestricted right to use for other purposes.To the extent that such Vendor prior developed
and proprietary materials are included in the Services, City shall have a subscription to use
the proprietary materials as part of the Services for the duration of the City's subscription.The
Services will be available to the named users on the City's subscription.Vendor shall have no
continuing proprietary interest in the Services, except as stated herein. Vendor may retain
archival copies of the Services for Vendor's internal use, and nothing herein shall prevent
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Vendor from continuing to use Vendor's information, knowledge, skill and/or expertise for
other purposes.
10.3 Vendor agrees that all Services, which means and includes all reports, designs, diagrams,
studies, conclusions, recommendations, analyses and other materials developed, generated
or produced by Vendor pursuant to this Agreement shall be owned by and shall be the
exclusive property of City for use as a contribution to a collective work, and considered a
"WORK MADE FOR HIRE"as that term is defined for copyright and other purposes. Vendor
hereby assigns all copyrights,patents,service marks and trademarks and all other intellectual
property rights of Services and all software,documentation,and other products and materials
related to the Services and supplied to City finally and irrevocably to City, and Vendor agrees
to execute any and all documents necessary to accomplish such assignment and/or to allow
City to register any patent, service or trade mark, or copyright arising from the Services
performed pursuant to this Agreement.
11.0 TERMINATION
11.1 Termination for Convenience
A. The City may, at its option, terminate the Agreement in whole or in part with 60 days'
notice by written notice thereof to Vendor,whether or not Vendor is in default.
B. Upon any such termination,the City shall pay Vendor for all Services completed and
complying with the Scope of Work, not to exceed the total price of the Agreement.
Upon receipt of any notice of termination for convenience and unless the notice
requires otherwise, Vendor shall forthwith:
1. Make best efforts to obtain cancellation of all orders and subcontracts to the
extent they relate to the performance of the Services terminated; and
2. Deliver to the City all deliverables expressly identified in the Agreement,
whether or not complete, related to the Services.
11.2 Termination for Cause
A. The City may, by written notice of default to Vendor terminate the whole or any
part of the Agreement if:
1. Vendor(or its subcontractor)fails to perform any or all of Services
under the Agreement or fails to make progress so as to endanger timely
completion of the Services, and Vendor does not immediately cure, or
cause a cure of, such failure.
2. Vendor is generally unable to pay its debts as they come due, or makes
an assignment for the benefit of creditors; or Vendor applies for or
consents to the appointment of any receiver,trustee or similar officer for
it or for all or any substantial part of its property, or such a receiver,
trustee or similar officer is appointed without the application or consent
of Vendor, and such appointment continues undischarged for a period of
thirty (30) days; or Vendor or creditor institutes (by petition, application,
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COU No. 2223-179
answer or otherwise) any bankruptcy, insolvency, reorganization,
readjustment of debt, dissolution, liquidation or similar proceeding under
the laws of any jurisdiction or any such proceeding is instituted against
Vendor.
B. Unless otherwise stated in the notice of default, upon receipt of notice of
termination for cause, Vendor shall:
1. Discontinue the Services or the portion of the Services specifically
referred to in the notice;
2. Make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders and subcontracts to the extent they
relate to the performance of the Services terminated;
3. Deliver to the City all deliverables as expressly identified in the
Agreement, whether completed or in process related to the Services.
C. If, after delivery of written notice of default it is determined for any reason that
Vendor was not in default,Vendor's sole remedy shall be the same as if the City
terminated the Agreement for convenience pursuant to Section 11 of this
Agreement.
D. The rights and remedies of the City provided in this Section 11.2 are
cumulative with any other remedies that may be available to it under this
Agreement or applicable law, including equitable relief.
12.0 CONTRACT PROVISIONS
12.1 Governing Law. Vendor shall comply with the laws and regulations of the United States,
the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed
by California law. The Parties waive their right to trial by jury. Any action arising under
or in connection with this Agreement must be filed in a Court of competent jurisdiction
in Mendocino County. In the event any party moves to change venue under Code of
Civil Procedure Section 394, it shall be deemed to have stipulated to the appoint of an
out-of-county judge to hear the case in Mendocino County.
12.2 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
12.3 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
12.4 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
12.5 Assignment. Vendor's services are considered unique and personal. Vendor shall not
assign, transfer, or sub-contract its interest or obligation under all or any portion of this
Agreement without City's prior written consent.
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COU No. 2223-179
12.6 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
12.7 Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be
executed and delivered by facsimile or other electronic transmission, and in more than
one counterpart, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. When executed using either alternative,
the executed agreement shall be deemed an original admissible as evidence in any
administrative or judicial proceeding to prove the terms and content of this Agreement.
13.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH Online Solutions, LLC (DBA Citizenserve)
DEPT. OF COMMUNITY SERVICES Attention: James Garvey
300 SEMINARY AVENUE 1101 E Warner Rd, Suite 160
UKIAH, CALIFORNIA 95482-5400 Tempe, Arizona 85284
14.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
ONLIN LOTIONS, LLC (DBA Citizenserve)
BY: r-/y AD 2 3
Date
PRINT NAME: .��^'� �✓e�
57- 11.';�Z eV f w%`" `7 i-r
IRS IDN Number
CITY OF UKIAH
BY: � May 11, 2023
SAGE SANGIACOMO Date
CITY MANAGER
ATTEST
1<4-� May 12 2023
Kristine Lawler(May 12,2023 07:47 PDT) y
CITY CLERK Date
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COU No. 2223-179
ATTACHMENT A
SCOPE OF SERVICES
This Statement of Work(SOW) defines the services and deliverables that Citizenserve
provide Customer. All services will be conducted remotely.
Implementation Scope
Citizenserve will use an agile methodology to engage in the implementation phases.
Completion of the Setup Checklist. The Citizenserve account manager will provide a
Setup Checklist of supporting documentation that will be required to begin the setup.
The supporting documentation typically includes items like copies of permit and license
applications, fee structures, notices, and forms, etc. Customer team will work to gather
all the documentation and information included in the Setup Checklist.
Project Kickoff. The project kickoff meeting includes the key Customer and Citizenserve
team members.The Citizenserve project manager will work with the Customer's project
manager to develop the agenda and PowerPoint presentation for the kickoff meeting.
Key components of the project will be discussed including roles, responsibilities,
timeline, and objectives. The Citizenserve project manager will provide a report
summarizing the meeting and assigning action items.
System Walkthroughs.A weekly meeting will be scheduled with the customer team and
the engagement manager. The Citizenserve engagement manager will familiarize the
Customer's team members on citizenserve at the beginning of the walkthroughs to
enable the team to make informed decisions on configurations and workflows. During
the walkthrough meetings,the team will review each area of the system and make a list
of changes or additions. In the days before the next meeting, the Customer team will
get"hands on"with citizenserve,trying out the new configurations, running new reports,
and identifying any needed changes.The walkthroughs and the hands-on practice make
up an iterative process that allows Customer to clarify or improve upon existing
processes and configure Citizenserve to support those processes.
The weekly walkthroughs are held with customer staff who are familiar with the
Customer's business processes and associated requirements for configurations,
workflows, and reporting. It is critical that the staff who attend the meetings have the
knowledge and experience required to provide accurate requirements;we therefore will
not conduct the walkthroughs with a surrogate such as a consultant or contractor. If the
Customer's subject matter expert staff are not available, we will postpone the
walkthroughs until the staff members have availability to attend the meetings and
complete assignments before the next meeting.
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Data Conversion.Citizenserve staff will perform the data conversion by module/function.
Once the setup for a module is nearly complete and the Customer has delivered to
Citizenserve the data to be converted, Citizenserve will begin creating programs to
convert and import the related Customer data. This process cannot take place until all
custom fields for the module that are related to a legacy system have been identified
and configured in Citizenserve.
The Customer's team members will review and test the converted data and provide
written feedback on any errors or required changes; updates will be made to the
conversion script as needed. It is critical that the Customer's team put in the time and
effort to thoroughly review the data conversion and identify any issues before go live so
that corrections can be made to the conversion script. The data conversion import can
be modified and run as many times as needed prior to go live to ensure the accuracy of
imported data during this phase.
Integration. The requirements for the configurations of the integrations will be gathered
during the weekly walkthroughs. The Citizenserve system architect will develop the
scripts for the integration points on the Citizenserve side(development of code to export
data from or accept data into Citizenserve); if an API is not available, the Customer's
technical resources will be responsible for developing the code to export data to
Citizenserve or accept data from Citizenserve. The Customer's team will test the data
exchanged between Citizenserve and the external systems and will provide feedback
on needed changes.
Training. Prior to go live, staff members will be trained online in small groups. Training
will be conducted via web conferencing in small groups. The web conferences used for
training can be recorded and edited for later viewing.
Each training session will focus on a specific group's core job responsibilities. Most
users will attend one or two training sessions that last up to four hours; additional one-
on-one training sessions can be scheduled as needed.
Go Live. Final data will be provided on a Friday afternoon. Over the weekend all test
data will be removed from the system and the legacy data will be converted.
Ongoing Support.The weekly walkthrough meetings will continue for 2-4 weeks after go
live to identify any issues or changes needed.
After go live, users can request support for any needs or questions through the Citizenserve
support center. Response time to a support request is within 4 hours; urgent requests receive
a response within an hour.
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WORK PLAN & DELIVERALBLES
Planning Phase
Deliverables
• Setup Checklist of required documentation from the City (Owner: Citizenserve
account
manager)
• Process Document describing all processes to be managed by Citizenserve (Owner:
City
project manager)
• List of All Forms, Notices, and Standard Letters (Owner: City project manager)
• Examples of All Forms, Notices, and Standard Letters (Owner: City project manager)
• Workflow Document describing all workflow routes (Owner: City project manager)
• Process/Policy Gap Document identifying gaps in current processes& policies
(Owner:
City project manager)
• List of Users and Security Rights (Owner: City project manager, City technology lead)
Milestones
• Setup Checklist Complete
• Process Document Complete
• List and Examples of All Forms, Notices, and Standard Letters Complete
• Workflow Document Complete
• Process/Policy Gap Document Complete
• List of Users and Security Rights Complete
System Setup and Configuration Phase
Deliverables
• Weekly Walkthrough Meetings (Owners:Citizenserve engagement manager, City
project manager)
• Weekly Walkthrough Meeting Minutes (Owner: Citizenserve project manager)
• Basic Installation (Owner: Citizenserve engagement manager)
• Configured Forms, Notices, Letters, etc. (Owner: Citizenserve engagement manager)
• Configured User Accounts and Rights (Owner:Citizenserve engagement manager)
• Configured Citizenserve System in Test Environment(Owner: Citizenserve
engagement
manager)
• Citizenserve Integration Programs (Owners: Citizenserve solution architect and City
technical lead)
•One-time Parcel Load Program (Owner: Citizenserve solution architect)
Milestones
• Weekly Walkthrough Meeting Minutes Delivered
• Basic Installation Complete
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COU No. 2223-179
• Configuration of Forms, Notices, Letters Complete
• Configuration of User Accounts and Rights Complete
• Geocode Property Data Imported and Approved
• GIS Layers Used in Mapping and Reporting Imported and Approved
• Payment Gateway for Applications Paid in Online Portal Complete
• Configuration of Citizenserve System in Test Environment Complete
• Integration Programs Tested and Complete
System Readiness Phase
Deliverables
• Weekly Walkthrough Meetings (Owners: Citizenserve engagement manager, City project
manager)
• Weekly Walkthrough Meeting Minutes (Owner: Citizenserve project manager)
• Updated Citizenserve Configuration (Owner:Citizenserve engagement manager)
Milestones
• Weekly Walkthrough Meeting Minutes Delivered
• Citizenserve Configuration Approved
Training Phase
Deliverables
•Training Documents (Owner: Citizenserve engagement manager/training lead)
•Training Courses for City's Users (Owner: Citizenserve engagement manager/training
lead)
•Training Courses for System Administrators (Owner: Citizenserve engagement manager/
training lead)
Milestones
•Training Documents Approved
• City's Users Fully Trained on Citizenserve Use
• City's Citizenserve System Administrators Fully Trained
Implementation Phase
Deliverables
• Weekly Walkthrough Meetings (Owners: Citizenserve engagement manager, City project
manager)
• Weekly Walkthrough Meeting Minutes(Owner: Citizenserve project manager)
• Fully Configured Production Instance of Citizenserve (Owner:Citizenserve engagement
manager)
• Integration Points Configured in Production (Owner:Citizenserve solution architect)
• One-time Parcel Load (Owner:Citizenserve solution architect)
• Supplemental Training Courses for Users (Owner: Citizenserve engagement manager/
training lead)
• Supplemental Training Courses for System Administrators (Owner: Citizenserve
engagement manager/training lead)
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COU No. 2223-179
Milestones
• Weekly Walkthrough Meeting Minutes Delivered
• Citizenserve Production Instance Approved
• Citizenserve Integration Points Approved
• One-time Parcel Load Approved
• Users Fully Trained on Citizenserve
• System Administrators Fully Trained
Go-Live Phase
Deliverables
• Fully Configured Production Instance (Owner: Citizenserve engagement manager)
• One-time Parcel Load in Production Instance (Owner:Citizenserve solution architect)
Milestones
• Citizenserve Production Instance and Data Approved
• Citizenserve Goes Live
Post Go-Live Phase
Deliverables
• Weekly Walkthrough Meetings (Owners: Citizenserve engagement manager/service
manager, City project manager)
• Weekly Walkthrough Meeting Minutes(Owner: Citizenserve project manager)
• Updated Citizenserve Configuration (Owner: Citizenserve engagement manager/service
manager)
Milestones
• Weekly Walkthrough Meeting Minutes Delivered
• No Further Changes to Citizenserve Configuration Identified
Unlimited Support Phase
Deliverables
• Biweekly Updates and Enhancements (Owner: Citizenserve Support Team)
• Release Notes (Owner: Citizenserve Implementation &Support Director)
• Major Upgrades (Owner: Citizenserve Development Team)
• Change Management Support for Major Upgrades (Owner: Citizenserve Support Team)
• Unlimited Customer Support(Owner: Citizenserve Support Team)
Milestones
• Release Notes Delivered
• Biweekly Updates and Enhancements Delivered
• Major Upgrades Delivered
• Major Upgrade Change Management Support Delivered
• Support Tickets Resolved and Closed
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COU No. 2223-179
ATTACHMENT B
PROJECT SCHEDULE
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COU No. 2223-179
ATTACHMENT B
DRAFT COMPENSATION
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 TOTALS
Software Costs $31,500 $33,075 $34,729 $36,465 $38,288 $174,056
Annual Support Costs(If not
included above)
Implementation Services
Project Management Services 10,000
System Setup&Configuration 22,500
2,500
One Time Parcel Load
Interfaces/System Integration
InvoiceClqud Payment Processor
Mun)s Nightly Payment File
I Modifications(If any)
Customer Reports(if any)
Training
Other(Please describe)
Total Implementation Services 35,000 35,000
Total Project Costs $66,500 $33,075 $34,729 $36,465 $38,288 $209,057
Payment Schedule Subscription Setup/PM Parcel Load Total
Contract Signing 31,500.00 8,125.00 625.00 40,250.00
Go Live 24,375.00 1,875.00 26,250.00
Total 31,500.00 32,500.00 2,500.00 66,500.00
Subsequent subscription due at anniversary of Contract Signing
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