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Home My Public Portal About186-2022 - Friends Office - support and licensing (see Contract No. 185) p. PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this L'/-*/- day of ,,:e1W,2€.,1 , 2022, and referred to as Contract No. 186-2022, 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 FriendsOffice, 7099 Huntley Road, Suite 102, Columbus, Ohio, 43229 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide consulting and professional services in connection with the administrative support, licensing, and data migration to the cloud for the County/City Laserfiche platform currently utilized by the City and overseen by the City through its Information Technology (IT) Department (the "Project"). Contractor shall perform all services and provide all access and licensing described on Contractor's proposal marked as "Exhibit A" which exhibit consists of one (1) page, is dated October 19, 2022, and which is attached hereto and made a part hereof. Contractor agrees to abide by the same. 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. 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. 186-2022 Page 1 of 7 SECTION 1111. COMPENSATION City shall pay Contractor an amount not to exceed Eight Thousand One Hundred Fifty Dollars and Zero Cents ($8,150.00) for licensing and satisfactory completion of the Project. SECTION IV. TERM OF AGREEMENT This Agreement shall be effective when signed by all parties and shall continue in effect until. November 30, 2023. Notwithstanding the term 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. This Agreement may also be terminated by the City if a force-majeure event occurs and the results or aftereffects of said event causes the performance of this Agreement to become impossible or highly impracticable. Said event or results or aftereffects of said event would include events or effects which the parties to this Agreement could not have anticipated or controlled. Examples of a force-majeure event, or its results, would include, but would not be Page 2 of 7 limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of the Federal government, the State of Indiana, or local government. 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 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 Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $1.00,000 C. Comprehensive General Liability Section I. Bodily Injury $1,000,000 each occurrence $2,000,000 aggregate Section 2. Property Damage $1,000,000 each occurrence D. Comprehensive Auto Liability Section 1. Bodily Injury $1,000,000 each person $1,000,000 each occurrence Section 2. Property Damage $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 each aggregate Page 3 of 7 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. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana [-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 22-5-1.7-1.3 (a) the Contractor will remain liable to the City for actual damages. SECTION VIII. .1.R.A.N INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-1.6.5, Contractor certifies that Contractor is not engaged in investment activities in ira,n. 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) clays 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. Page 4017 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-i, 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 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. 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 Page 5 of 7 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. 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 attomey's fees. [Signature Page to Follow.] Page 6 of 7 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 he affixed on different dates. "CITY" "CONTRACTOR." THE CITY OF RICHMOND, FRII NL:)SOlFICI I.NDIANA by and through its 7099 Huntley Road, Ste 102 Board of Public Works and Safety Columbus, OE1 43229 zj(7-7/ Vicki. Robinson, President en C / fir'"( "1 �,. I3 • _. � Printed: 1 <� �" 1r//�rirt,Member AtGoTA 643 G e..ir S % Ulm By: Iitic: G` Matt Evans, Member Date: I:)ate:_..__._.._.... APPROVED: avr S no Mayes Date: r2,-/s!21 Page 7 0l'7 r-dakFriendsOffice INVOICE NUMBER tal UUlt isr 39894-0. Everything far people@work INVOICE DATE 10/19/22 temit to: FriendsOffice L-4055 Columbus , OH 43260-4055 PHONE: 800-427-1704 EMAIL: ar@friendsoffice.com BILLTO ADDRESS CUSTOMER# SHIP TO ADDRESS CITY OF RICHMOND 34195 INFO CITY OF RICHMOND ATTN ACCOUNTS PAYABLE INFORMATION TECH 3RD FL 50 N 5TH ST 50 N 5TH ST RICHMOND IN 47374 RICHMOND IN 47374 765-983-7726 CUSTOMER PURCHASE ORDER SALESPERSON TERMS ROUTE PAYCODE ORDER TAKER LASERFICHE SHORT PO# LASERFICHE KELLY KNAPKE NET 15 DAY3 QUOTE 122 ITEM,NUMBER MEG ITEM DESCRIPTION UM ORD BM SHIP SELL PRICE EXTEND PRICE CONTRACT TERM OCTOBER 13,2022 TO OCTOBER 12,2022 Who Called QUOTE FOR LASERFICHE LICENSES PORTALVIEW1000 LAS PUBLIC PORTAL VIEW/1000 VIEWS EA 1 1 600.00 600.00 PROFESSIONAL LAS LASERFICHE PROFESSIONAL USER EA 5 5 830.00 4150.00 SUPPORT FRI SUPPORT HOURS LASERFISCHE 30 30 150.00 4500.00 TRADEIN LSR TRADEIN/AVANTE SERVER/SUPPORT EA 1 1 -1100.00 -1100.00 Subtotal 8150.00 IBIT PAGE \ OF Tax If paid by credit card, a 3% fee may be added. Quote Total 8150.00