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HomeMy WebLinkAboutPixelpushers Inc dba Civica Software; 2015-03-09;AGREEMENT FOR WEBSITE DESIGN AND DEVELOPMENT SERVICES PIXELPUSHERS, INC DBA CIVICA SOFTWARE THIS AGREEMENT is made and entered into as of the dav of t\a.V(0(r\ 20 fS". by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Pixelpushers, Inc, d.b.a. Civica Software, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a vendor that is experienced in website design and development services. B. Contractor has the necessary experience in providing professional services and advice related to website design and development services. 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. Contractor is expected to provide custom website design and development services forthe city's Library & Cultural Arts Department, Public Works Department and other city departments as needed. Agreement will be amended with departments' scopes of work once confirmed. 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 one (1) year from the date first above written. 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 shall not exceed twenty thousand dollars ($20,000). No other compensation forthe 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 specifled in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR City Attorney Approved Version 1/30/13 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 employees 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 workers' 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 attorneys' 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 early 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 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". City Attorney Approved Version 1/30/13 10.1 Coveraqes 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 Liability 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 Employer'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 ofthe work. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Addifional 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 addifional 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 Providinq Certificates of Insurance and Endorsements. Prior to City's execufion of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coveraqe. 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 exisfing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or City Attorney Approved Version 1/30/13 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 anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad 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 clearly 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 Citv For Contractor Name Greg Wallace Name Mark Kelly Tifie Senior Web Administrator Tifie President Department Informafion Technology Address 20101 SW Birch St. Suite 250 Newport Beach, CA 92660 Address 1635 Faraday Av Phone No. (949) 851-1600 Carlsbad, CA 92008 Email mkelly@civicasoft.com Phone No. 760-602-2489 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. 16. CONFLICT OF INTEREST City Attorney Approved Version 1/30/13 Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Confiict 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 regulafions. 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 discriminafion 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 otherwise 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. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded 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 ofthe 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 determinafion as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 1/30/13 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 violafion 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 ofthe 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 ofthe 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 ofthe 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. City Attorney Approved Version 1/30/13 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 (print name/title) By: (signh^f (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ion Director jCity Manager-er Maye as authorized by tftfe City Manager Tina Steffan ATTEST: BARBARA ENGLESON City Clerk GLESON L^- f 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. BRE BY: City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES Carlsbad Library Enhancements Header Changes $310 • Move current "Low Graphics" link in-between "Location & Hours'* and text • size links • Replace cun-ent "Low Graphic" link location with "My Account" link • "My Account" link will link out to https://cbci.sdp.sirsi.net/client/home/search/patronlogin/https:S002f$002fcb cl.sdp.sirsi.netS002fclientS002fhomeS002fsearch$002faccount$003f eResearch Custom Code Paae $1.550 • Create Custom Code page for eResearch • Create ability to collapse and reveal content on click • Set up collapsible table for content • Create icon for each section header similar to icon on City homepage icon tray • City to provide content and links • Similar in look and feel to http://www.slcpl.org/databases Custom page for Library eResearch http://www.carlsbadca.gOv/sen/ices/depts/librarv/discover/research.asp# With the Carlsbad City Ubrary card you have access 24/7 to electronic resources from home with internet access. APPIV online for your library card todayl Articles ^ Books & Literature Business Car Repair College & Vocational Genealogy Homework Help Languages City Attomey Approved Version 1A30/13 A to Z Databases •^How it works: When someone clicks on Articles, the following would open up. Articles General Reference Center Go\d (linked) Newspapers, magazines and reference books, [mobile App) ProQueSt (linked) Los Angeles Times (1985-current) The New York Times (June 1980-present) New York Times Magazine (1986-present) The Wall Street Journal (1984-present) *Ubrary team really likes functionality of this page: http://www.slcpl.ore/databases •^**Each ofthe eight subject areas would have an icon that we'd design to match the blue "Popular" home page icons. Public Works Household Hazardous Waste Registration Setup and Integration of the Registrations Module $4.880 • Setup and Configuration of Registration Module • Setup ability to set registration limits per available date and/or time for events • Ability to set next available date and/or times displayed with submission form • Setup functionality to link to and agree to Ternns and Conditions • Confirmation emails sent and to Include unique confirmation code • Control panel to create/manage events and registrations, send group emails, export registration lists in MS Excel format • Development and testing of module on Client server (VPN access requested) • 1 Hr GoToMeeting Training Project Total $6,740 Payment Schedule For the purposes of this Scope of Services, the following schedule will be used for compensation of the work to be accomplished by Civica. Contract Signing 10% of the Project Total Registration Module Set-up and Configuration 40% of the Project Totai Final User Acceptance 50% of the Project Total City Attomey Approved Version 1/30/13 Miscellaneous All meetings will be held via web using GoToMeeting Development & Changes are billed at the following rates: Principal: $210 per hour Development and Integration $ 155 per hour Database Administration: $ 155 per hour Project Management: $ 135 per hour Design $116 per hour Content Migration $ 93 per hour Web Mastering: $ 80 per hour Specializing Programming Varies depending on task assignment City Attorney Approved Version 1/3Q/13 10 I/) o a o tJ 0) o 20101 SW Birch St. Suite 250 Tel: (949) 851-1600 | Fax; (949) 851-1930 vwi/w.civicasoft.com civica software Project ID: Client: City of Carlsbad, CA Proposal Date: COC-REGISTRATlONS-MODULE-01 Contact: Greg Wallace 12/23/2014 Project Scope Setup and Integration of the Registration Module Set up and integration ofthe Registration Module on the new City of Carlsbad website. The Registration Module will allow users to sign up for events online. Once a user signs up for the event they will receive a confirmation email and their information will be stored in a database. The City can access the database on the backend and export the information into an Excel spreadsheet for further use by the City. Included in this proposal is 1 hour of GoToMeeting Training on how to setup events and dates for future events. (In the case ofthe Leaf Pickup event discussed in the scoping call, extra scoping would have to be done for the creation and use of a region or area map) COC-REGISTRATIONS-MODULE-01 Paae 1 20101 SW Birch St. Suite 250 Tel: (949) 851-1600 | Fax: (949) 851-1930 www.civicasoft.com civica software Project Estimated Cost Summary Setup and Integration of the Registrations Module Setup and Integration or Registration Module • Setup and Configuration of Registration Module • Recurring registration limits per available date • Automatic suggestion of next 4 available dates with submission form • Setup functionality to link to and agree to Terms and Conditions $4,880 • Confirmation emails sent and to include unique confirmation code • Control panel to create/manage events and registrations, send group emails, export registration lists in MS Excel format • Development and testing of module on Client server (VPN access requested) • 1 Hr GoToMeeting Training Project Total $4,880 Please Note: • Unless otherwise stated, prices in this proposal are valid for 90 days. • Civica requests credit for development ofthe web site on the bottom ofthe home page ofthe developed web site. This is handled with a graphic image / hypertext link to the Civica website. • All meetings will be held via web using GoToMeet/ng • The Civica Client Extranet (Collab) will be used as a tool for communication, exchange of artwork, revisions and composition approval. • Any additional design concepts or revisions, content migration or custom development will be billed at the rates set forth in this estimate / proposal. 03 O o t; 0) o IL COC-REGISTRATIONS-MODULE-01 Paae 2 20101 SW Birch St. Suite 250 Tel: (949) 851-1600 | Fax: (949) 851-1930 www.civicasoft.com civica software Project ID: COC-LiBRARY-ENHANCEMNTS-02 Client: City of Carlsbad Contact: Bill Baer Proposal Date: 12/23/2014 o o lm o 0. Project Scope Carlsbad Library Enhancements Header Changes The City would also like the "Low Graphics" link in the header moved to be in-between "Location & Hours" and Text Size. In place ofthe current "Low Graphics" link location, they would like a "My Account" link that would link out to https://cbcl.sdp.sirsi.net/client/home/search/patronloqin/https:$002f$002fcbcl.sdp.sirsi.net$002f client$002fhome$002fsearch$002faccount$003f eResearch Custom Code Page The City of Carlsbad Library has requested a Custom Code page for their eResearch page. The Library really likes the look and feel ofthe Salt Lake City Database Page, http://www.sicpl.org/databases. and would like something similar. There would be 8 subject areas that, when clicked would expand to reveal the contents. See attached scope sent over by the City. Custom Code Page will replace current page found here, http://www.carlsbadca.gOv/services/depts/librarv/discover/research.asp# COC-LIBRARY-ENHANCEMNTS-02 Paae 1 20101 SW Birch St. Suite 250 Tel: (949) 851-1600 | Fax: (949) 851-1930 www.civicasoft.com civica software Custom page for Library eResearch http://www.carlsbadca.gOv/services/depts/librarv/discover/research.asp# With the Carlsbad City Library card you have access 24/7 to electronic resources from home with internet access. Apply online for your library card todayl Articles ^ Books & Literature Business Car Repair College & Vocational Genealogy Homework Help Languages AtoZ Databases 15 O o al , , *How it works: When someone clicks on Articles, the following would open up. u o CL COC-LIBRARY-ENHANCEMNTS-02 Paae 2 civica 20101 SW Birch St. Suite 250 Tel: (949) 851 -1600 |- Fax: (949) 851 -1930 , r, software wvm.civicasoTt.com ^ Articles General Reference Center Gold (linked) Newspapers, magazines and reference books, fmobile App] ProQueSt (linked) Los Angeles Times (1985-current) The New York Times (June 1980-present) New York Times Magazine (1986-present) The Wall Street Journal (1984-present) **Library team really likes functionality of this page: http://www.slcpl.org/databases ***Each of the eight subject areas would have an icon that we'd design to match the blue "Popular" home page icons. (Just "Articles" and "Books & Literature" have them in this example.) 01 O a o ts o COC-LIBRARY-ENHANCEMNTS-02 Paae 3 O tJ o • ••••I o 20101 SW Birch St. Suite 250 Tel: (949) 851-1600 | Fax: (949) 851-1930 www.civicasoft.com civica software Project Estimated Cost Summary Carlsbad Library Enhancements Header Changes $310 Move current "Low Graphics" link in-between "Location & Hours" and text size links Replace current "Low Graphic" link location with "My Account" link "My Account" link will link out to https://cbcl.sdp.sirsi.net/client/home/search/patron login/https:$002f$002fcb cl.sdp.sirsi.net$002fciient$002fhome$002fsearch$002faccount$003f eResearch Custom Code Page • Create Custom Code page for eResearch • Create ability to collapse and reveal content on click • Set up collapsible table for content $1,550 • Create Icon for each Section header similar to icon on City homepage Icon trey • City to provide content and links • Similar in look and feel to http://www.slcpl.org/databases Project Total $1,860 Please Note: • Unless otherwise stated, prices in this proposal are valid for 90 days. • Civica requests credit for development of the web site on the bottom of the home page of the developed web site. This is handled with a graphic image / hypertext link to the Civica website. If) • All meetings will be held via web using GoToMeet/ng • The Civica Client Extranet (Collab) will be used as a tool for communication, exchange of artwork, revisions and composition approval. • Any additional design concepts or revisions, content migration or custom development will be billed at the rates set forth in this estimate / proposal. COC-LIBRARY-ENHANCEMNTS-02 Page 4