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HomeMy WebLinkAboutDevelopment Counsellors International Inc; 2023-01-27;City Attorney Approved Version 12/28/2022 1 AGREEMENT FOR CARLSBAD LIFE IN ACTION WEBSITE HOSTING AND MAINTENANCE SERVICES WITH DEVELOPMENT COUNSELLORS INTERNATIONAL, 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 Development Counsellors International, Inc., a New York corporation ("Contractor”). RECITALS City requires the professional services of a digital services company that is experienced in hosting and maintaining the City’s “Life in Action” website. Contractor has the necessary experience in providing these professional services, has submitted a proposal to the 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 Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be thirty seven thousand two hundred dollars ($37,200). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. 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, attorneys’ 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. DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB 27th January 23 City Attorney Approved Version 12/28/2022 2 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. 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 Matt Sanford Name Susan Brake Title Economic Development Manager Title Senior Vice President, Digital Department Innovation & Economic Development Address 215 Park Avenue South City of Carlsbad New York, NY 10003 Address 1635 Faraday Ave. Phone No. 303-455-9601 Carlsbad, CA 92008 Email Susan.brake@aboutdci.com Phone No. 760-607-2923 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. 8. 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 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB □ ■ City Attorney Approved Version 12/28/2022 3 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB City Attorney Approved Version 12/28/2022 4 15. 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) Susan Brake, Senior Vice President DAVID GRAHAM Chief Innovation Officer (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER Julie Curtin, President and Partner 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: CINDIE K. McMAHON, City Attorney By: Deputy / Assistant City Attorney DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB bi~ f:h,,rnrtt City Attorney Approved Version 12/28/2022 5 EXHIBIT “A” SCOPE OF SERVICES Website Shared-Dedicated Server Hosting $120/month or $1,440 billed annually Contractor agrees to provide City with website hosting services, consisting of website server space, e-mail capability, internet access, domain name registration, and such additional services, as may be provided by Contractor from time to time. City is aware that Contractor has an agreement with WP Engine, Inc. to provide services related to this Agreement (“Third Party Service”), and that the City is an Authorized User of the Third Party Service. Contractor is responsible for managing City as an Authorized User of the Third Party Service, and Contractor will keep the City apprised of any relevant updates or changes to the Third Party Service. Benefits ● Google Cloud Computing enabled ● Global data centers for international traffic ● Dynamic threat detection & blocking ● Best in class disaster recovery ● Data center redundancy, highest availability ● Clustered configurations in a dedicated environment ● 24/7 chat support via WPE partners ● Dev, stage, production environments ● PHP 7.3, HTTP/2 ready ● Global CDN enabled for enhanced SEO and increased speed ● Automated and Imported SSL certificates ● SSH Gateway ● Dedicated dev environments ● Highest network availability ● Server is only composed of DCI clients in a highly security-hygienic environment Website Passive Maintenance $500/month or $6,000 billed annually Contractor will provide yearly website maintenance for the www.carlsbadlifeinaction.com talent attraction site. City will supply the Contractor team access to unfettered contend (brand guidelines, text, images, logins, etc.) needed to complete projects in a timely manner. Ian Richer will be the lead creative advisor and manager throughout the duration of the project. Contractor will give written notice to City should project managers change. Contractor agrees to provide the following services. Benefits ● All plugins updated every month ● Ongoing monitoring by developers and quality control team for site performance ● Real-time dev team administration alerts as to site interruption ● WordPress core updated automatically for security updates ● WordPress major versions updated monthly ● Installation and monitoring of WordPress firewall DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB City Attorney Approved Version 12/28/2022 6 ● Monitoring and testing of server settings and security monthly ● Website files, plugins and settings regularly regression tested to be sure that updates have not made an impact on functionality ● Onsite backups for an easy rollback on a daily basis ● Database backups daily ● Offsite backups via Dropbox and AWS ● Externally alert monitoring for both outages and errors (can be linked to client acct) ● External security scan on a monthly basis (WPScan Linux CLI) ● Ongoing report as to what updates were made, actual uptime, any issues encountered, etc. Maintenance Understanding ● Contractor will have responsibility over the website being online at all times ● Contractor will know before the client if there are any major issues with the website ● Contractor will ensure that backups are in place if something does go wrong ● Contractor will always be the first port of call if an issue occurs ● Security patches will be applied promptly by Contractor before a hack DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTEDEACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSDADDL WVDSUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER E-MAIL ADDRESS: INSPERITYCERTS@LOCKTONAFFINITY.COM FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Acct#:2892320 1/12/2023 Lockton Companies, LLC 888-828-8365 3657 Briarpark Dr., Suite 700 Houston, TX 77042 Indemnity Insurance Co. of North America 43575 DEVELOPMENT COUNSELLORS INTERNATIONAL, L215 PARK AVE S STE 1403NEW YORK, NY 10003-1628 A X C51691301 10/1/2022 10/1/2023 X 1,000,000 1,000,000 1,000,000 WAIVER OF SUBROGATION IN FAVOR OF City of Carlsbad WHEN REQUIRED BY WRITTEN CONTRACT. CITY OF CARLSBADMATT SANFORD 1635 FARADAY AVECARLSBAD, CA 92008 DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB ACOR D • I ,....,____ ..----, I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ WC 00 03 13 (11/05)© Copyright 1983-2017 National Council on Compensation Insurance, Inc. All Rights Reserved. Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number DEVELOPMENT COUNSELLORS INTERNATIONAL, L 215 PARK AVE S STE 1403 NEW YORK, NY 10003-1628 Policy Number Symbol: RWC Number: C51691301 Policy Period 10/1/2022 TO 10/1/2023 Effective Date of Endorsement 10/1/2022 Issued By (Name of Insurance Company) Indemnity Insurance Co. of North America Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of thepolicy. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/02/2022 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 COVERAGEAFFORDEDBYTHEPOLICIESBELOW.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 SUBROGATIONIS 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 WORLD INS ASSOC LLC 13653352 288 MAIN STREET MILLBURN NJ07041 CONTACT NAME: PHONE (A/C, No, Ext): (973) 467-0400 FAX (A/C, No): (973) 467-0725 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Casualty Insurance Company 29424 INSURED DEVELOPMENT COUNCELORS INT'L 215 PARK AVE S FL 14 NEW YORK NY 10003 INSURER B : INSURER C : INSURER D : INSURER E : 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 AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY X 13 SBA TH2148 05/01/2022 05/01/2023 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$300,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 13 SBA TH2148 05/01/2022 05/01/2023 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A EMPLOYEE BENEFITS LIABILITY 13 SBA TH2148 05/01/2022 05/01/2023 Each Claim Limit Aggregate Limit $2,000,000 $4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate Holder is an Additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Carlsbad Economic Development Deptartment 1635 FARADAY AVE CARLSBAD CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 5BF46502-5BBB-4EFB-BD90-A660D682AAFB .ACC>R C><lt, ..........__. I -~ □ ~ □ □ ~ ~ - L--..__ L--..__ L--H I I I I I [