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HomeMy WebLinkAboutQLESS Inc; 2020-09-09;City Attorney Approved Version 9/27/16 1 AMENDMENT NO.1 TO AGREEMENT FOR REMOTE MOBILE QUEUEING MANAGEMENT SERVICES QLESS, INC. This Amendment No.1 is entered into and effective as of the ______ day of ______________________________, 20___, amending the agreement dated September 9, 2020 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and QLESS, Inc, (“Contractor") (collectively, the “Parties”) for implementation and support of the QLESS remote mobile queuing management application. RECITALS A. The Parties desire to alter the Agreement’s scope of work to include Single Sign On (SSO) services; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, Services to be performed during Year 1 will be thirty-six thousand thirty-three ($36,033) and for Year 2 will be thirty-three thousand five hundred thirty-three ($33,533) for a total not exceed of sixty-nine thousand five hundred sixty-six ($69,566) for the initial two years of the Agreement. 2. Contractor will complete all work described in Exhibit “A” as part of the annual maintenance starting September 9 through September 8 of the initial Agreement term for an annual amount of one thousand two hundred ($1,200). 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. The individuals executing this Amendment 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 Amendment. DocuSign Envelope ID: 938B5E5C-1594-4389-B4A3-55873CF20F89 7th 21January City Attorney Approved Version 9/27/16 2 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Assistant City Manager (print name/title) ATTEST: By: (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 Group B Chairman, President, or Vice-President 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 BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 938B5E5C-1594-4389-B4A3-55873CF20F89 Stacia Wilkins Senior Client Success Manager for City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF ANNUAL SERVICES AND FEE Product Product Description Sales Price Quantity Subtotal Total Price SingleSign-on Integration (SSO) | 0 - 100 Users SSO provides City staff with the ability to sign into Queue Manager and CEC with their City network credentials.  SSO up to 0 - 100 employees sign-on SAML integration (set up included)  Conractor only authenticates using SAML.  Contractor identity provider is Auth0.  SSO is supported for both Queue Manager (QM) and CEC.  SSO requires that City staff have an account in contractor system. $100.00 12.00 $1,200.00 $1,200.00 Totals & Payment Subtotal Discount Grand Total Sales tax Total Grand Total New $1,200.00 0.00% $1,200.00 $0.00 $1,200.00 BASIC SUPPORT - Included at no charge  Access to Knowledge Base  Phone and Email Support PREMIUM SUPPORT - 20% OF ANNUAL LICENSE FEES ($3,000 Minimum)  20% of Annual Licensing ($3,000 Minimum)  Access to Knowledge Base  SLA with faster resolution time  Online, Phone with Zendesk Talk and Email Support DocuSign Envelope ID: 938B5E5C-1594-4389-B4A3-55873CF20F89 ACORD© CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 7/29/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 2~~1~CT Nancy Rose ROSEWOOD INSURANCE SERVICES, INC. fA~gNJn Extl: 6 2 6 -8 4 4 -91 Q Q j_fffc No): 626-844-9222 584 N LAKE AVE E-MAIL 2rosewood@sbcglobal.net ADDRESS: INSURER/$) AFFORDING COVERAGE NAIC# PASADENA CA 91101 INSURER A: EVANSTON INSURANCE COMPANY 35378 INSURED INSURER B: NATIONAL UNION FIRE INSURANCE co 19445 INSURER c: UNDERWRITERS AT LLOYD'S 102091 QLESS, INC. INSURER D: 150 s. LOS ROBLES AVE., #900 INSURER E: PASADENA CA 91101 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN~n wvn POLICY NUMBER 1 (MM/OD/YYYY) fMM/DDNVYY) .L_ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 D CLAIMS-MADE GZJ OCCUR 2AA329640 5/20/2020 5/20/2021 DAMAGE TO RENTED PREMISES {Ea occurrence) $ 100,000 t-MED EXP (Any one person) s 5,000 A ~ y y PERSONAL & ADV INJURY s 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 rzi □PRO-D Loc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT SINCLUDED ABOVE 2AA329640 5/20/2020 5/20/2021 lEa accident) - ANY AUTO BDDIL y INJURY (Per person) $ -ALL OWNED -SCHEDULED y y A AUTOS AUTOS BODILY INJURY (Per accidenl) $ 7__ 7__ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident\ s UMBRELLA LIAB H OCCUR EBU016439517 5/20/2020 5/20/2021 EACH OCCURRENCE s 8,000,000 B I/ EXCESS LIAB CLAIMS-MADE AGGREGATE s 8,000,000 OED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH-ANO EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below C CYBER AND PROFESSIONAL 1113246 11/29/2019 11/29/2020 $3,000,000 I $3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THE CITY OF CARLSBAD, (OR IF APPLICABLE -THE CITY OF CARLSBAD REDEVELOPMENT AGENCY, HOUSING AUTHORITY OR CARLSBAD MUNICIPAL WATER DISTRICT) ,ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSURED WITH RESPECT TO LIABILITY ARISING OUT OF ACTIVITIES PERFORMED BY OR ON BEHALF OF THE NAMED INSURED. COVERAGE UNDER THE GENERAL LIABILITY IS PRIMARY AND NON-CONTRIBUTORY AS RESPECTS THE CITY, ITS OFFICIAL, EMPLOYEES AND VOLUNTEERS.THIS INCLUDES WAIVER OF SUBROGATION AS RESPECTS ALL ADDITIONAL INSUREDS. THIS POLICY WILL NOT BE CANCELLED, MATERIALLY CHANGED NOR THE AMOUNT OF COVERAGE REDUCED UNTIL THIRTY (30) DAYS AFTER RECEIPT OF WRITTEN NOTICE OF CANCELLATION OR REDUCTION IN COVERAGE BY THE CARRIER SUBMITTED TO THE CITY OF CARLSBAD, CALIFORNIA. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE ESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DAT TH REOF, NOTICE WILL BE DELIVERED IN CITY OF CARLSBAD 1635 FARADAY AVENU CARLSBAD ACORD 25 (2014/01) E POL Y PROVISIONS. CA 92008-7314 ©1 / The ACORD name and logo are registered marks of ACORD All rights reserved. POLICY NUMBER: 2AA329640 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PRIMARY AND NONCONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): THE CITY OF CARLSBAD 1635 FARADAY AVENUE CARLSBAD, CA 92008-7324 Location(s) of Covered Operations: CITY OF CARLSBAD Description of Work Performed for the Additional Insured: COMMERCIAL WORK A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured at the location(s) designated in the Schedule, but only for occurrences or coverages not otherwise excluded in the policy to which this endorsement applies. B. With respect to the insurance afforded to the additional insured, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. The following is added to 4.a. of Other Insurance of Section IV -Commercial General Liability Conditions: If required in a written contract, your policy is primary and noncontributory in the event of an occurrence caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf that occurs while performing ongoing operations for the additional insured at the location(s) designated in the Schedule. All other terms and conditions of this policy remain unchanged. L803 (06/07) Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: 2AA329640 COMMERCIAL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTI-IERS TO US Thi~ endorsement modifies insurance provided under the following: COMMERCIAL GENERA L LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: "Automatic Status -Copies of each Certificate issued i s on file with the Insurance Company and/or t he i r l egal r ep resen tative" (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Sectio n IV -COMMER- CIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments w e make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. City Attorney Approved Version 6/12/18 1 AGREEMENT FOR REMOTE MOBILE QUEUEING MANAGEMENT SERVICES QLESS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and QLESS, Inc. a Pasadena, CA ("Contractor"). RECITALS A. City requires the professional services of a vendor that is experienced in remote queueing management. B. Contractor has the necessary experience in providing professional services and advice related to customer queueing 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 two-years from the date first above written. The City Manager may amend the Agreement to extend it for two additional two-year periods or parts thereof. 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 Year 1 will be thirty-four thousand eight hundred thirty-three ($34,833) and for Year 2 will be thirty-two thousand three hundred thirty-three ($32,333) for a total not exceed sixty-seven thousand one hundred sixty-six ($67,166) for the initial two years. 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". DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 20September 9th City Attorney Approved Version 6/12/18 2 Incremental payments, if applicable, should be made as outlined in attached Exhibits "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 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 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 DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 3 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-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. 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 Liability. 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. 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. DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 4 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 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 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Maria Callander Name Charlie Meyer Title IT Dept Director Title VP of Sales Department Information Technology Address 150 S Los Robles, Suite 900 City of Carlsbad Pasadena, CA 91101 Address 1635 Faraday Ave Phone No. 626.641.2737 Carlsbad, Ca 92008 Email Charlie.meyer@qless.com Phone No. 760.685.0320 DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 5 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 categories. Yes No 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 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 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 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. DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 6 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 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. JURISDICTION 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 DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 7 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) [ (City Manager or Mayor or Division Director as authorized by the City Manager)] Kevin Grauman / President & CEO (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON Charlie Meyer / Secretary 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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 BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 for City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES Task No. 1 - Building and Development Center DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 9 DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 10 DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 11 Task No. 2 – Libraries (3 Locations) DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 12 DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 13 Task No. 3 - Additional Services Should the city project manager have need for additional services related to the implementation of these systems the vendor will provide those services based on the following fee schedule. These additional services are at the discretion and approval of the Director IT. Set-up & Training Remote Mobile Queueing Total City Hall and PD $2,500 $7,500 $10,000 City Hall: Housing & Neighborhood Services, Public Records PD: Evidence Release, Ticket Payment, Livescan Appointment Task No. 4 - Implementation Services Implementation services for each facility:  All services are provided on a remote basis by QLess.  Timeline: 12-16 weeks.  Kickoff call, 2-hours.  QLess questionnaire. o Carlsbad: two weeks to respond.  Set-up call, approximately 2-hours.  QLess builds test portals based on questionnaire responses, performs development Acceptance Testing. o Two weeks.  QLess turns over portals and test scripts to Carlsbad for UAT. o Carlsbad: two-weeks to provides UAT results and change requests.  QLess incorporates UAT input and makes requested configuration changes to portal. o Two weeks.  Training o Basic: end-user. o Manager: end-user plus reports and analytics. o Two days.  QLess Hyper Care o 30-days after Go Live. o Provided by Installation Team o Work flow adjustments; cosmetic changes to portal; no new functionality or coding. DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965 City Attorney Approved Version 6/12/18 14 Summary of Charges Task No. 1 - No. 4 One-Time Annual Total Total Year 1 Year 1 Year 1 Year 2 Agreement Task No. 1 - Building & Development Set-up & Training 2,500$ -$ 2,500$ -$ 2,500$ Remote Mobile Queueing (Up to 3,000 people)- 6,433 6,433 6,433 12,866 Live Analytics Tool - 600 600 600 1,200 API Access - 600 600 600 1,200 Calendar Integration Office 365 - 600 600 600 1,200 SMS (Unlimited)- 600 600 600 1,200 Task No. 1 - Building & Development Subtotal 2,500 8,833 11,333 8,833 20,166 Task No. 2 - Libraries (3 Locations) Set-up & Training (Charge waived)- - - - - Queueing Package (GSA discount applied)- 9,000 9,000 9,000 18,000 Flex Appointment (GSA discount applied)- 4,500 4,500 4,500 9,000 Task No. 2 - Libraries (3 Locations) Subtotal - 13,500 13,500 13,500 27,000 Task No. 3 - Additional Services - 10,000 10,000 10,000 20,000 Task No. 4 - Implementation Services (No Charge)- - - - - Grand Total 2,500$ 32,333$ 34,833$ 32,333$ 67,166$ DocuSign Envelope ID: 282D216D-C9BA-446A-A027-85D5248F3965