HomeMy WebLinkAboutNovusolutions; 2015-03-24;AGREEMENT FOR AGENDA MANAGEMENT SOFTWARE, INSTALLATION AND SUPPORT
SERVICES
NOVUSOLUTIONS
THIS AGREEMENT is made and entered into as of the day of
Mgir<::A , 20 tS. by and between the CITY OF CARLSBAD, a municipal
corporation, ('City"), and Novusolutions, a corporation, ("Contractor").
RECITALS
A. City requires the professional services of a software provider that is experienced
in implementation and support of legislative management software.
B. Contractor has the necessary experience in providing professional services and
advice related to making legislative management processes more effective, more efficient and
more capable; including automation through software and paperiess agendas.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of two (2) years from the date first above
written. The City Manager may amend the Agreement to extend it for one (1) additional one (1)
year period or part thereof in an amount not to exceed nineteen thousand four dollars and thirteen
cents ($19,004.13) per Agreement year. Extensions will be based upon a satisfactory review of
Contractor's performance, City needs, and appropriation of funds by the City Council. The parties
will prepare a written amendment indicating the effective date and length of the extended
Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will not
exceed fifty six thousand one hundred nineteen dollars and seventy five cents ($56,119.75). No
other compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. The City reserves the right to withhold a ten percent (10%)
retention until City has accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered empioyees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or worl<ers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any balance
owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorney's
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or eariy termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR with a surplus
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line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk
Manager or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits ofthe
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate.
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's
work for City). $1,000,000 combined single-limit per accident for bodily injury and property
damage.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
I I If box is checked, Professional Liability
City's Initials Contractor's Initials Insurance requirement is waived.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in orderto maintain
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the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carisbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be cleariy identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor .
Name (lh(J,cX m.'UeT Name ^l5^ l/vckO-P^
Department XT Address J^Old- U pkin AIA^ 'ke.ll ^
Title Title
City of Carisbad mJq PL^ '^?>^f^
Address ;L/^55" ^j^jAdsJ ao'L. Phone No. - joji -^000 t^6'
Onrl^lryxJ^ M ^^O^ Email 3"^'^c^^O/^^</'5>a/c/^/b-/?3. Tc?/^
Phone No. H LPO - Uo^-(Q^^^
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
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16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not othenwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. Ifthe resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be fonA/arded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a
determination of fact based upon the work product delivered to City and ofthe percentage of work
that Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
underthis Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
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21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
(sign here) ^tRJ^ity Manager or-Mayor or Division DiroctoxL.
.yv • n> as aulhuiized by the City-Maflag^
ry.^, l^lCkrS UA>n!)f Kathryn B. Dodson
O ^nrint nnmp/titlg>)£brJ 'wjtciLAGRANlER
By:
(print name/titlej&r' wmAGRANERO
^USsS NotwyPul)iic.SMa or Florida
" t NO.FF123W2 ATTEST:
, CQn«iM2l&pl)es. June24.2018
(sign here) BARBARA ENGLESON
City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
Assistant City Attormey
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EXHIBIT "A'
Scope of Work
Deliverables by Novusolutions
Novusolutions will deliver NovusAGENDA, NovusMEETlNG, NovusREPORTING and
NovusBOARDVIEW software along with the professional services outlined in this Agreement.
Product to be delivered
• NovusAGENDA software will be setup for the client with standard forms and workflows
within 30 days of receipt of order.
• Novusolutions will deliver training manuals and installation documentation
electronically in Microsoft Word format.
• Web based training videos will be delivered via secure client log in off the Novusolutions
web site.
• Customizations and Forms to be delivered - The forms are created under the services
Agreement, City has final approval of customized forms and screens.
o Custom Item details screen
• This screen is customized to your specifications and layout
requirements.
o Custom Public Agenda
• The public agenda is customized to your specifications including font,
style, layout and other matters.
o Custom Minutes page set
• The page set includes one (1) draft and one (1) final minutes layout,
o Custom Workflows
• Custom workflows can be pre-configured allowing users to simply submit items
to named workflows which are then built for them automatically,
o PDF Converter
o Custom Public Interface
o Custom Mobile Device Interface
Video integration and video streaming hardware and services.
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Services to be delivered by Novusolutions
Dedicated project manager
Delivery and remote setup support of NovusAGENDA software
Custom forms and workflows as outlined in product to be delivered above.
Remote consulting with the your staff to review custom forms and workflows
Provide software orientation and capabilities up to five meeting types; additional
meeting types may require added service fees
o Agenda layout
o Draft Minutes layout
o Final Minutes layout
o Agenda Item Creation form
o Comprehensive understanding of your Workflows
o Identify best practices
o Modify workflows in the software to match your business process
o Review/modify final templates with staff as needed
Unlimited remote training for key staff and Clerk - This training is delivered via web
meeting technology
Functional Testing
o Validate standard operation of NovusAGENDA
o Test all user modules of NovusAGENDA, NovusBOARDVIEW, NovusMEETlNG,
NovusREPORTING
o Test client deflned workflow and forms and make adjustments as needed.
Functional Documentation provided via our client portal
o User manuals
o Admin Manuals
Client will provide:
A dedicated project overseer
Provide a channel of communication as needed to clarify any questions regarding forms
or workflows.
Provide assistance defining and documenting client workflow as needed
Provide onsite support during software setup, your IT staff if needed. Novusolutions
staff will support software setup remotely. Not applicable if installing in the
NovusAGENDA cloud.
Servers, hardware and software as specified in our proposal- Locally hosted clients
Possible end user training using standard manuals supplied by Novusolutions
o Novusolutions can provide this training if needed at the rates quoted in the
pricing section.
OnRoing Support by Novusolutions
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Clients receive full support and maintenance for one year after 90 day pilot program has been
completed. All systems will be evaluated and upgraded to current software versions priorto
the start of support. The support contract would cover the following areas:
• Repair of all bugs discovered during the support period
• Timely response to all technical inquiries
• Provide updates to technical documentation as these items are developed
• Access to product enhancements made to the base product, (some new features may
requires service fees to implement)
Supported Items
This support contract covers the entire product purchased from Novusolutions. This support
contract does not cover supporting hardware or software (i.e. operating systems, web servers,
or databases).
Response Times
All issues will receive a response from Novusolutions within 8 hours from the time the issue was
reported to Novusolutions or the next business day.
All issues will be categorized as a Level 1, Level 2, or Level 3 priority. The Client and
Novusolutions will work together to determine the appropriate level for an item. The targeted
resolution time for an issue will be based on the issue's level.
Level 1—these are business critical issues. Every effort will be made to resolve these
issues within 1 business days. We will acknowledge receipt of issues within 2 hours and
make every effort to repair urgent issues quickly. It is important that customers report
concerns in a timely manner to insure a rapid response.
Level 2—these are important but not critical issues. Every effort will be made to resolve
these issues within 5 business days
Level 3—these minor issues that do not affect the usability of the software. Every effort
will be made to resolve these issues within 10 business days.
Additional support may be requested on council meeting days. Annual meeting calendar will be
provided by the City.
Support Request Process
All support issues must be sent to Novusolutions via e-mail at Support(gnovusolutions.com.
Novusolutions technical staff monitors this e-mail address during normal business hours until
6pm Pacific Time United States.
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Support Response Process
Upon receipt of an issue, Novusolutions will verify the receipt of the issue within 8 hours from
the time Novusolutions was notified of the issue or the next business day.
Novusolutions will notify the client via email when an issue has been resolved.
Novusolutions will notify the client when it is not possible to resolve an issue by the targeted
response time.
Support Coverage Dates
This is a twenty four-month support contract. The initial contract will commence the day after
successful pilot of NovusAGENDA and Video Streaming.
NovusAGENDA Pricing
All pricing includes an unlimited use license enabling support for as many meeting types as you
need at no added license costs. There are no user licenses either. "Unlimited use" means
unlimited use with NovusAGENDA no matter which installation option you choose.
NovusAGENDA Software Pricing
Item Pricing (year 1 & 2) Year 3 Cost
NovusAGENDA $15,900 $7,950
NovusMEETlNG Included Included
NovusBOARDVIEW Included Included
NovusREPORTING Included
Included
Board and Committee
management
Included Included
Video Integration Included Included
Video Services See Video Services
Considerations
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Option In Meeting Tools
(Voting, etc.)
$1200 $600
Archival - 5 years of old video
transferred to new system
$995
Document Management
System Integration
$6950
Total Cost $25,045 $8,550
NovusAGENDA Training Pricing
Standard training services are required for deployment and are a one-time fee.
Standard Remote Description
Training Services
Administrator Training This is remote training to train up to two
system administrators on managing user
rights in NovusAGENDA. The cost is for the
class not per student. This class is delivered
remotely using web meeting technology
managed by Novusolutions.
Board Clerk Training Training including meeting management,
agenda preparation, minutes and system
oversight. Delivered remotely using web
meeting.
User Training Training includes creating items, copying old
items to new meeting and item submission
and approval process. Delivered remotely
using web meeting.
Board Training Training includes viewing agendas, minutes,
and all documentation for upcoming
meetings, making private notes, researching
past meeting information and notes, and
analyzing reports and meeting data.
Web Based Training Web-based training videos for all staff to
view on demand via Internet. Videos include:
• User training
• Board Clerk Training
• Board Training
Total One Time Cost $1,750
Optional Training Services
Onsite training - $2,450 per day includes travel, 2-day minimum.
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Video Streaming
NovusAGENDA will work with our partner Swagit productions to successfully deploy a video
streaming solution that will integrate with the agenda system. City is not liable or responsible
for agreement/contract with Swagit. Responsibility is solely between Novusolutions and Swagit.
Product to be delivered
• Standard Definition Video streaming hardware device - encoder - along with all
supporting software
• Live streaming of up to 50 meetings per year + 5 at no charge
• Indexing service for up to 50 meetings per year + 5 at no charge
• Integration to your agenda so agenda and video are presented in one location
• Up to 10 hours per month of other content that you can upload and stream via our web
streaming service. This is cumulative so you have 10 hours the first month, 20 hours the
second month total etc.
Services to be delivered by Novusolutions and Swagit
• Custom playback library so you can setup a separate archive area if desired as well as an
area to play other custom content.
• Indexing services for up to 50 meetings per year + 5
Services not included by Novusolutions
• This SOW does not include Novusolutions training on client's site. Dates for end user
training at the client's site can be purchased at $2,450 per day includes travel with a two
day minimum,
• Modiflcation to NovusAGENDA or Swagit base code. This would be any modiflcations
not discussed above in the deliverables.
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Client will provide:
A dedicated project overseer
Provide a channel of communication as needed to clarify any questions regarding forms
or logos to create a custom player for the City.
Provide onsite support during hardware setup for installing on encoder provided by us,
your IT staff if needed. Novusolutions/Swagit staff will support software setup
remotely.
Network and Internet access for the encoder along with connection of the video input
to our encoder device.
Video Streaming Pricing
Item Pricing (year 1 & 2) Year 3 Cost
Standard Definition Encoder $4,985
hardware and software
Up to 50 indexed meetings $23,990 $11,995
per year + 5
10 hours per month of other $0 $0
content
Total $28,975 $11,995
Payment Terms - Net 30 days beginning the day after successful pilot of NovusAGENDA and
Video Streaming.
Discount Schedule Options
Prepayment of both NovusAGENDA and Video Streaming Annual Fees for First Year
cost after successful pilot = 5% Discount on entire order
Prepayment of both NovusAGENDA and Video Streaming Annual Fees for both First
and Second Year after successful pilot = 7.5% off the entire order
Limitation of Uability
IN NO EVENT SHALL EITHER PARTY BE UABLE TO THE OTHER UNDER THIS UCENSE AGREEMENT
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, LOSS OF
DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS
INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE NOVUSAGENDA
SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
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Software License
This is an unlimited use license which allows clients to add as many systems users and meeting
types as they choose. Client may not resell, distribute or use NovusAGENDA in any manner that
is not consistent with their primary business purposes.
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Donna Heraty
From: Donna Heraty
Sent: Wednesday March 25, 2015 3:14 PM
To: 'jvickers@novusolutions.com'
Cc: Tammy McMinn; Shelley Collins; Sherry Freisinger
Subject: Form 700 - Conflict of Interest
Dear Consultant:
Regarding your agreement with the City of Carisbad for agenda management software, installation and support services
// your agreement states: Contractor stiail file a Conflict of Interest Statement witli the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interest in all four
categories.
It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement as
mentioned in your agreement with the City of Carisbad. A copy of this email will be added to your file memorializing this
decision.
Should you have any questions, please do not hesitate to contact me.
Kindest regards,
Ccityof
Carlsbad
Shelley Collins, CMC
Assistant City Clerk
City Clerk's Office
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008-1949
www.carisbadca.Kov
760-434-2917 1 Shellev.Collins@carisbadca.gov
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