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HomeMy WebLinkAboutThird Wave Inc; 2015-01-26;AGREEMENT FOR ECMS TAXONOMY SERVICES THIRD WAVE, INC. THIS AGREEMENT is made and entered into as of the £?lQr^ day of '^a^ua.ru , 20/5', by and between the CITY OF CARLSBAD, a municipal corporation, ("City'TTand Third Wave, Inc., a California, ("Contractor"). RECITALS A. City requires the professional services of an enterprise content management expert that is experienced in facilitating the creation of enterprise wide taxonomy. B. Contractor has the necessary experience in providing professional services and advice related to enterprise content management. 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 one year from the date first above written. The City Manager may amend the Agreement to extend it for an additional one year periods or parts thereof in an amount not to exceed Twenty-five thousand dollars ($25,000.00) 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 be eighteen thousand four hundred forty dollars ($18,440.00). 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". 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 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". 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 of the 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 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 fivi^ years following the date of completion of the work. I I If box is checked, Professional Liability City's Initials Contractor'^ 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 order to maintain 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 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 Sherry S. Remington Name Roy Hernandez Title IT Project Portfolio Manager Title President / CEO Department Information Technology Address 11400 W. Olympic Blvd, Suite 200 City of Carlsbad Los Angeles, CA 90064 Address 1635 Faraday Phone No. 310-914-0186 Carlsbad, CA 92008 Email rhernandez@thirdwavecorp.com Phone No. 760-602-7593 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 Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPUANCE 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 of the requirements of the 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 fonwarded 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 fonvarded 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 afl 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 of the 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 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 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 seg., 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 or 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. 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 (sign here) Roy R. Hernandez, President / CEO (print name/title) lereH Sergio Hernandez, Executive V.P. (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayg/ or Division Director as authorized by the City Manager Tina Steffan ATTEST: 3ARBARA EHIGLESON City Clerk 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 ofricer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A.-B^SwER/City Attc EXHIBIT "A" SCOPE OF SERVICES A A Project Management Institute I Project Work Plan The following provides a description of the proposed Scope of Work. The proposed project work plan reflects the tasks to ensure the desired project outcomes and success. Each task and subtask in the work plan will produce a deliverable, e.g., a workshop, document, etc.. In tasks where the deliverable is a document, ThirdWave will provide an electronic copy, either in MS Word, PowerPoint or a PDF, as appropriate. Some key draft deliverables will be provided to the City Project Manager for review and comment by appropriate staff. The City review and comment tasks are denoted with the prefix "COC." Obtaining the client's review and comments on key deliverables is a risk management / quality control technique that will ensure the desired results are obtained as the project proceeds. The following provides a narrative description of proposed tasks that will be carried out in the Scope of Work. TaskO Proiect Management Task 0.1 Project Kick-off Meeting This task will entail holding an onsite project kickoff meeting with the City's and ThirdWave's Project Team. A PowerPoint presentation will be produced to review the project goal and objectives, project plan, deliverables, project schedule, ThirdWave and City responsibilities, and the PMBOK™ project management protocol. Assumptions: 1 Staff and management representing the business processes and key departments will attend the kick-off meeting. It is important that stakeholders receive an overview of the project and understand the project approach and the importance of the outcome. 2. If possible, the project's executive sponsor should initiate this meeting, along with the City Project Manager to underscore the importance of the project. 3. This meeting will last one hour Deliverable 0.1: Project Kickoff Meeting Task1 Taxonom Task 1.1 Prepare Classification Spreadsheets This task will entail preparing a spreadsheet of documents and records compiled from the following sources: City Retention Schedule City ECMS Document Types & Attributes City Business Process Maps City ITSP Rapid Workflow Business Process Maps TABS List The source data will be used to produce a enterprise spreadsheet in preparation of the taxonomy workshops. The spreadsheet will parallel the City departments / business processes or functions as appropriate. Deliverable 2.1: Classification Spreadsheets Task 2.2 Hold Classification Sessions with Stakeholders This task will entail holding classification / indexing working sessions with the appropriate functions / business units to produce a document classification / indexing schema. The City will determine which staff should attend each of the classitication workshops. This Proposal assumes holding nine (9) classitication workshops, as shown below: 1. Agendas 2. AMS 3. Contracts 4. CED 5. Secured Agreements 6. Reports & Studies 7. Request for Proposals 8. Records Management 9. Safety Agendas Council Meetings Minutes Public Access Agenda Bills Purchase Orders PS Contracts PW Contracts Master Agreements PW Project Management Permitting Drawings Planning Engineering Apps Secured Agreements Reports & Studies CIP RFP Non CIP RFP Capture Categorization Retention Manual/Policy/Procedure Document classitications and index values will be produced so that information can be referenced in the implementation of the ECMS. The taxonomy will be reviewed, validated, and possibly adjusted by the team implementing the HP ECMS system. Assumptions: 1. Workshop participants will be highly knowledgeable and experienced with the document being reviewed for classification. There should be sufficient participants in the workshops to represent all document types being examined. Deliverable 2.2: Classification Workshops with Stakeholders (9) Task 2.3 Draft Document Taxonomy Using the data collected in the classification / indexing sessions with stakeholders, this task will entail finalizing a high-level taxonomy for the documents reviewed. Documents / records will be separated into logical groups to produce a taxonomy hierarchy organized into the following: • Function Process / Activity (Department / Division) • Document Type (Record Series) • Document Classes (documents / records belonging to a document type) • Index values (key words) Deliverable 2.3: Draft Document Taxonomy COC2.3 Review and Comment This task will entail appropriate client staff reviewing the draft deliverable and providing comments and suggested revisions. Comments, revisions and corrections to the draft deliverable will be reconciled and consolidated by the City's Project Manager into one set of comments being transmitted to the ThirdWave Project Manager. The review and comments will be provided within five (5) working days. COC Deliverable 2.3: Comments Task 2.4 Final Taxonomy This task will entail taking the feedback from the stakeholder review sessions and incorporating it to produce a final taxonomy. Deliverable 2.4: ECMS Taxonomy Fixed-Fee Cost Proposal ThirdWave is pleased to provide the following cost proposal to execute the required services for the City of Carlsbad ECMS Taxonomy project This cost proposal reflects ThirdWave's small city best value discount rates. Upon mutual agreement, services provided will be carried out on a Fixed-Fee professional services agreement. Figure 4.1.1: Cost Summary TaskO Project Management 1,000 Task 1 Taxonomy 17,440 Total Fixed Fee Figure 4.1.2: Payment Schedule Phase Description & Deliverables $ 18,440 Sub-Task Task Task 0 Project Management Task 0.1 Project Kick-off Meeting 1,000 Deliverable 0.1: Project Kick-Off Meeting Task 1 Taxonomy Task 2.1 Prepare Classification Spreadsheets 6,540 Deliverable 2.1: Classiflcation Spreadsheets Task 2.2 Hold Classification Sessions with Stakeholders 7,490 Deliverable 2.2: Classiflcation Sessions with Stakeholders Task 2.3 Draft Document Taxonomy 1,540 Deliverable 2.3: Draft Document Classiflcation Schema Task 2.4 Final Taxonomy 1,870 Deliverable ECMS Taxonomy 1,000 17,440 Fixed Fee $ 18,440 12 City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of. On SlU)l?fliy ^ fornia . 'Date^ personally appeared 2^3' before me,. Here Insert Name and Title of the Officer ' Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Ja/are subscribed to the within instrument and acknowledged to me that Jae^she/they executed the same in Jjia/Jjer/thelr authorized capacity(ies), and that by his/ber/their signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ¥IBUBItM.VJmwm ComniMiMf 1177431 Notify Pubic-CMmia Lot AngtlM County My Comm. Expirot M^r 6,2016 sniititiiitiHiiiiMiMMiiiniMiHtiiiititiiiMinniiiitntiiiniininnHHiiilliini I I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Document Date: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: Signer's Name: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney In Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5907 Donna Heraty From: Donna Heraty Sent: Monday, January 26, 2015 3:05 PM To: 'rhernandez@thirdwavecorp.com' Cc: Terie Rowley; Shelley Collins; Sherry Freisinger Subject: Form 700 - Conflict of Interest Dear Consultant: Regarding your agreement with the City of Carlsbad for ECMS Taxonomy Services - // your agreement states: Contractor shall file a Conflict of Interest Statement with 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 Carlsbad. 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, C City of Carlsbad Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 www.carlsbadca.fiov 760-434-2917 I Shellev.CollinsPcarlsbadca.gov ^^^^^^^th us Facebook | Twitter | You Tube | Flickr | Pinterest | Enews