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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 Page 1 of 6 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 Page 2 of 6 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. Page 3 of 6 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 Page 4 of 6 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. Page 5 of 6 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,. �.. ?i �f I PAGEOF 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. Ljx—l-i-16-,T H PAGE _&-0F___aj A