HomeMy Public PortalAbout117-2017 - IT - Seamless Gov - New WebsitePROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this day of -<c.p Zi. &Z 2017, and referred to
as Contract No. 117-2017, by and between the City of Richmond, Indiana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and Bizodo Inc. d/b/a SeamlessGov, 30 Vandam Street, Floor 2, New York, NY 10013 (hereinafter
referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional services in connection with the City's website
including, but not limited to, consulting, website design, data migration, support and subscription
services, and implementation of the new website for the City of Richmond, Indiana and the City of
Richmond Information Technology Department (hereinafter referred to as the "Project").
Professional services proposals were requested on May 18, 2017. The proposal of Contractor,
received August 31, 2017, is attached hereto as Exhibit "A", which Exhibit consists of six (6) pages,
and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform
all work and provide all services described on Exhibit "A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards. Contractor shall exercise the same degree of care, skill and diligence in
the performance of its services as is ordinarily possessed and exercised by a member of the same
profession, currently practicing, under similar circumstances.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
Contract No. 117-2017
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SECTION I1I. COMPENSATION
City shall pay Contractor an amount not to exceed Fifteen Thousand Dollars and Zero Cents for the
first year of this Agreement and shall pay an amount not to exceed Thirteen Thousand Dollars and
Zero Cents per year for each remaining year of this Agreement, for the work performed pursuant to
this Agreement and for complete and satisfactory performance of the work required hereunder. In no
event shall the total payment to Contractor exceed the total amount of Sixty-seven Thousand Dollars
and Zero Cents ($67,000.00).
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
September 30, 2022.
Notwithstanding the tenn of this Agreement, City may terminate this Agreement in whole or in part,
for cause, at any time by giving at least five (5) working days written notice specifying the effective
date and the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers,
agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter
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maintain such insurance as will protect it from the claims set forth below which may arise out of or
result from the Contractor's operations under this Agreement, whether such operations by the
Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or
by anyone for whose acts the Contractor may be held responsible.
Coverage
A. Worker's Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
E.
Section 2.
Umbrella Liability
Property Damage
Limits
Statutory
$100,000
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each accident
$1,000,000 each occurrence
$2,000,000 each annual aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each claim
$2,000,000 each annual aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility
status of all newly hired employees of the contractor through the Indiana E-Verify program.
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Contractor is not required to verify the work eligibility status of all newly hired employees of the
contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists.
Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit
affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC
22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to
remedy the violation not later than thirty (30) days after the City notifies the Contractor of the
violation. If Contractor fails to remedy the violation within the thirty (30) day period provided
above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement
will be terminated. If the City determines that terminating this Agreement would be detrimental to
the public interest or public property, the City may allow this Agreement to remain in effect until the
City procures a new contractor. If this Agreement is terminated under this section, then pursuant to
IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement that
this certification is no longer valid, City shall notify Contractor in writing of said determination and
shall give contractor ninety (90) days within which to respond to the written notice. In the event
Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran
within ninety (90) days after the written notice is given to the Contractor, the City may proceed with
any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the
course of this Agreement that this certification is no longer valid and said determination is not
refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of
the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on
behalf of Contractor or any sub -contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect
to hire, tenure, terms, conditions or privileges of employment or any matter directly or
indirectly related to employment, because of race, religion, color, sex, disability, national
origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this Agreement of
any subcontract hereunder, Contractor, any subcontractor, or any person acting on
behalf of Contractor or any sub -contractor, shall not discriminate by reason of race,
religion, color, sex, national origin or ancestry against any citizen of the State of
Indiana who is qualified and available to perform the work to which the employment
relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or
any sub -contractor shall in no manner discriminate against or intimidate any
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employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under
this Agreement, a penalty of five dollars ($5.00) for each person for each calendar
day during which such person was discriminated against or intimidated in violation of
the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due or
to become due hereunder may be forfeited, for a second or any subsequent violation
of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents
of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and void.
This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding
upon the parties, their successors and assigns. This document constitutes the entire Agreement
between the parties, although it may be altered or amended in whole or in part at any time by filing
with the Agreement a written instrument setting forth such changes signed by both parties. By
executing this Agreement the parties agree that this document supersedes any previous discussion,
negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising
out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or
mediation shall be required prior to the commencement of legal proceedings in said Courts. By
executing this Agreement, Contractor is estopped from bringing suit or any other action in any
alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the
Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to
bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has been
duly authorized by his or her principal to execute this Contract.
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In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
Vicki Robinson, President
By.
Richard Foore, Member
Anthony L,Iyoster, II, Member
Date:
APPROVED:
D Snow, a o
Date:
"CONTRACTOR"
BIZODO INC. D/B/A SEAMLESSGOV
30 Vandam Street, Floor 2
New York, NY 10013
By:
Printed: a of K
Title:
Date: f �^
Page 6 of 6
Prepared For:
The City of Richmond
Prepared By:
Bizodo Inc. DBA SeamlessGov
30 Vandam Street, Floor 2
New York, NY 10013
FE ly,Hth 8 PAi PAGE
SeamlessGov is presenting this proposal to the City of Richmond, IN to deliver a custom
municipal website and implement our government focused Form Solution. This proposal
includes an overview of what is included in the base subscription, a pricing sheet, and an
interactive Order Form that will allow you to digitally sign it and act as a letter of intent.
SeamlessGov deliverables in this project include:
❑ Conduct a full design consultation
❑ Create custom style guide, design, develop, and launch a full City website
❑ Provide password protected intranet page(s)
❑ Implement our Form Solution across departments
❑ Train all key staff and stakeholders on the CMS and Form Solution
❑ Provide unlimited support throughout the lifetime of our partnership
❑ Provide all hosting and maintenance services moving forward
Too often we see governments solving problems that are not unique to them. We work
with hundreds of governments to understand these universal pain points and apply
modern technology to ensure we deliver powerful solutions that are not just elegant and
intuitive, but also easy to maintain and scale.
We look forward to continuing to push the limit. Let's overhaul the face of your
government and make continue to make government BEAUTIFUL, together.
Jonathon Ende
CEO, SeamlessDocs
Proposal Pricing Summary
............................................................................................................................
Website Design Services
See below for everything included in our Base Website Service Subscription. We are all inclusive
in our Website offering, so there are no additional costs, hidden fees or add-ons. Everything you
see below would be a part of your subscription and will carry over into any renewed contract
resulting from this partnership.
Included in Base Subscription
Full Website Design
All Design & Implementation Hours
Basic Intranet
Create Custom, Password Protected Pages
"The Governor" Our custom Content
Management System (CMS)
Unlimited Access to all tools
Unlimited Access to departments to edit
Multi -User CMS Management
10 Member Users Included (Website editors)
Web & Hosting Maintenance
Unlimited Data Hosting
Total Site Data Migration
Unlimited Data From Current Site
Dedicated Account Manager
Your lifeline for all of your website needs
Training
Training is included in your subscriptions.
Service Included
Full Onboarding Training Session
Training Materials
Description
2 Full Comprehensive Web Sessions with staff
Access to in depth training materials
Support
Unlimited Support is provided to all users within SeamlessDocs.
Service Included
Description
I Phone and Email Support I Sam to 8pm EST Basic support (24/7 critical support) I
Unlimited Mini -Web Trainings
Custom web trainings for staff to learn the CMS
iA PAGE 3 OF
a SeamlessGov I 855.77.SEAMLESS I info@seamlessdocs com sea m i ess C
Proposal Pricing Summary
Form Solution
Being that SeamlessDocs is Software as a Service, it is priced as an annual recurring
subscription. Our Base Subscription gives you unlimited access to the platform and its features.
Included in Base Subscription
1 Admin User & 4 Processor Users
Unlimited eSignatures
Unlimited SeamlessDocs
Unlimited Storage
Unlimited Submissions
Unlimited Templates
Unlimited Wizards
Dedicated Success Manager
Unlimited Web Forms
One Hour On -boarding Web Meeting
Training
Training is included in your subscriptions.
Service Included
Description
Web Training Session
Training every Tuesday & Thursday
SeamlessUniversity
Access to our proprietary learning & training platform
Product Documentation
Access to hundreds of training articles & videos
Online Training Courses
Proficiency tests and user training reporting
Weekly Email Training
Weekly email that provides training on one major feature
Support
Unlimited Support is provided to all users within SeamlessDocs.
Service Included
Community Support Forum
Description
How-to articles and videos with live chat support
Phone, Chat, Email Support 18am to 8pm EST Basic support (24/7 critical support)
Proposal Pricing Summary
Total Website & Form Subscription Bundle Pricing
We bundle all costs for our services together into an unlimited subscription with flat annual fees
after Year 1. The first year will incur a slightly higher cost than future years to cover our website
design consultation, design hours, implementation, data migration, etc.
Service
Includes
Cost
Website Design
Full Consultation
$7,000
All Design Hours
Unlimited Data Migration
*YEAR 1 COST*
Implementation
Annual Website Fee (Year 2 and on)
CMS, Hosting, Maintenance & Support
$5,000/year
The Governor: Point & Click CMS
10 Website Editor Licenses
Included In Annual
Unlimited Access & Content Creation
Website Fee
Hosting & Maintenance Costs
All Hosting Costs
Included In Annual
All service or product upgrades
Website Fee
Annual Form Solution Fee
1 Admin & 4 Processor Users
$8,000/year
Unlimited Forms
Unlimited Submissions/Signatures
Unlimited Storage
SeamlessPay
Government Relationship Manager
Workflow Automation Solution
Included In Annual
Unlimited Storage
Form Solution Fee
Unlimited Visitors
Dedicated Account Management
1 Success Manager
Included In All
Unlimited Training Sessions
Fees
Full Support (Chat, Email, Phone, etc)
Year 1 Subscription Costs
$15,000
Annual Recurring Bundle Subscription Costs
$13,000
Subscription Term
The City has decided to opt into a 5 year term with SeamlessGov for both our Website Design
Services and the Form Solution.
5
Official Order Form
Contact Information
Organization Name
Street Address
City, State, Zip
Primary Contact Name
Primary Contact Email
Billing Contact Name
Billing Contact Email
Subscription Details
Term
Subscription Start Date
Payment Terms
Partner
SignaturC,.
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Full Name
Title
Date
5 Years
Date the official contract is signed
Net 30
SeamlessGov
Signature
Full Name
Title
Date
This Agreement is between the above Licensee & Bizodo Inc, dba SeamlessDocs. By executing this Agreement you
are approving the pricing and subscription details for your custom plan.
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