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HomeMy WebLinkAboutPraece Consulting LLC CITY OF AUBURN AGREEMENT FOR SERVICES "Buy Local"/License Renewal App THIS AGREEMENT made and entered into on this if day of June, 2017, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Praece Consulting, LLC, 30906 116th Ave. Auburn, WA 98092, hereinafter referred to as the "Provider." WITNESSETH : WHEREAS, the City is in need of software code and database infrastructure for processing business license applications and renewals and for updating "Buy Local" information; and, WHEREAS, the City desires to retain the Provider to provide said services in connection with the City's work; and, WHEREAS, the Provider is qualified and able to provide services in connection with the City's needs for the above-described work, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services The Provider agrees to perform in a good and professional manner the tasks described on Exhibit "A"which is attached hereto and by this reference made a part of this Agreement. (The tasks described on Exhibit "A" shall be individually referred to as a "task," and collectively referred to as the "services.") The Provider shall be responsible to provide work products and services of a quality and professional standard acceptable to the City. Provider agrees to consult with City staff as necessary to insure compatibility with the City's systems, perform testing of the deliverables, protect City's confidential information, and protect the integrity and security of the City's network. 2. Additional Services In the event additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement, a contract amendment shall be set forth in writing and shall be executed by the respective parties prior to the Provider's performance of the services thereunder. Upon proper completion and execution of an Amendment (agreement for additional services), such Amendment shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such Amendment were a part of this Agreement as originally executed. The performance of services pursuant to an Amendment shall be subject to the terms and conditions of this Agreement except where the Amendment provides to the Page 1 of 9 contrary, in which case the terms and conditions of any such Amendment shall control. Services not expressly included in Exhibit A will be billed separately at $185 per hour 3. Inspection__and Testing Provider's performance shall be subject to inspection by City at any time. The Provider shall assist in any such inspection by City to allow determination of Provider's compliance with this agreement. Such inspections shall not unduly interfere with Provider's performance. Provider shall permit City to test the deliverables prior to acceptance of the work. Provider shall correct any failure by the system to achieve the deliverables and meet the specifications described in Exhibits A & B. 4. Provider's Representations The Provider hereby represents and warrants that the Provider has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 5. City's Responsibilities The City shall do the following in a timely manner so as not to delay the services of the Provider: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Provider with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Provider to perform the services provided for herein. Specifically, provide access to an internal web server or container for hosting the app. Allow inbound https connections and provide a domain or subdomain. d. Create SQL database for Buy Local data, provide Praece read-write access to Buy Local and relevant tables in business license database. 6. Termination The City may terminate this Agreement upon seven (7) days' written notice; provided that Contractors shall be compensated for services provided through the end of the following month at the rate described in section 2 and Exhibit B. Upon termination, Provider shall deliver to City all code and other work it has competed towards the deliverables described in Exhibit A. 7. Compensation As compensation for the Provider's performance of the services provided for herein, the City shall pay the Provider the fees and costs specified on Exhibit "B" which is attached hereto and by this reference made a part of this Agreement (or as specified in an Amendment). The Provider shall submit to the City an invoice or statement upon completion of each deliverable that is shown on Exhibit B for the Page 2 of 9 amount shown on that exhibit. Upon acceptance of the invoice or statement, the City shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Provider thereafter in the normal course, subject to any conditions or provisions in this Agreement or Amendment. The City agrees to pay a late penalty of 1% of the outstanding balance sixty days after the date of the invoice. The maximum amount of the compensation, excluding any penalties, shall be $19,500.00. Provider agrees that this is its sole compensation and that it has the sole obligation to pay any third party any amounts due in connection with the products or services delivered under this Agreement. 8. Time for Performance and.Term of Agreement, The agreement shall commence on the effective date of the agreement and shall remain in force until completion of the scope of work, as described in Exhibit A, or the agreement is otherwise terminated according to this agreement. 9. Ownership and Use of Documents All software code, scripts, program comments, documents, plans, manuals, working drawings and any other materials created or otherwise prepared by the Provider as part of his performance of this Agreement (the "Work Products") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City and shall be subject to the requirements of the Public Records Act, Chapter 42.56 RCW. Provider shall provide the software source code and all code materials sufficient to permit the City to understand and maintain the software programs that constitute the systems described in Exhibit A to this Agreement. Provider agrees that the City shall have sole and exclusive title to these deliverables. 10. Records Inspection and Audit All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. If any litigation, claim, dispute, or audit is initiated before the expiration of the three (3) year period, all records and books of accounts pertaining to any work performed under this Agreement shall be retained until all litigation, claims, disputes, or audits have been finally resolved. 11. Continuation of Performance If any dispute or conflict arises between the parties while this Contract is in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. Page 3 of 9 12. Administration of Agreement This Agreement shall be administered by the Economic Development Manager, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: City of Auburn Praece Consulting, LLC Doug Lien Economic Development Manager 25 W Main St Phone: Auburn, WA 98001-4998 E-mail: Phone: 253-804-3101 13. Notices All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. If addressed to a person not a party to this Agreement, the notice shall be sent, in the foregoing manner, to the address designated by a party to this Agreement. Either party may change its address by giving notice in writing, stating his, her or its new address, to the other party, pursuant to the procedure set forth above. 14. Insurance The Provider shall procure and maintain for the duration of this Agreement, at its sole expense, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Provider, or the Provider's agents, representatives, employees, or subcontractors. Provider's maintenance of insurance as required herein shall not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Provider shall obtain insurance of the types described below: a. Commercial General Liability insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. b. Professional Liability (errors & omission) insurance appropriate to Provider's profession with limits no less than $1,000,000 per claim and $1,000,000 aggregate. Page 4 of 9 c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: The Provider's insurance coverage shall be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Provider's insurance and shall not contribute with it. Provider's insurance shall not be cancelled by either party, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City. If a policy expires during the term of this Agreement, a renewal certificate must be sent to the City fifteen (15) days prior to the policy's expiration date. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. Provider shall furnish the City with certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Provider before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies be submitted to the City at any time. 15. Indemnification/Hold Harmless Except for injuries and damages caused by the sole negligence of the City, the Provider shall defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits, of every kind, including attorney fees and litigation expenses, arising out of or in connection with any alleged act, omission, professional error, fault, mistake, or negligence of the Provider, its employees, agents, representatives, or subcontractors, including employees, agents, or representatives of its sub-contractors, taken in the performance of this Agreement, or arising out of worker's compensation claims, unemployment compensation claims, or unemployment disability compensation claims. It is further specifically and expressly understood that the indemnification provided herein constitutes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. Provider specifically indemnifies the City against all expenses, liabilities, costs, settlements or judgments, including attorney fees, in connection with any infringement of patent, copyrights, or other intellectual property rights arising from its performance of this agreement. Page 5 of 9 16. Limitation on Liability Provider will not be bound by any implied warranty of merchantability or implied warranty for a particular purpose. Provider shall not be liable for consequential or indirect damages, including loss of profits, loss of business, loss of data, interruption of business, or any other expectation or reliance damages incurred by City as a result of performing services in accordance with this agreement. 17. City Property & Data Provider shall at all times protect City's property from damage or loss. Provider shall prevent loss of files and data on City's servers and shall treat as confidential all information related to accessing the City's network. In no case shall Provider permit another party to connect to City's network without permission granted by the City official listed in paragraph 12. 18. Non-Disclosure of Confidential Data. Each party shall safeguard the other's confidential information with, at a minimum, the same degree of care that it would exercise in protecting its own confidential, unless required to disclose the information by law or expressly permitted by the party holding the confidential information. Confidential information may include technological and business information, addresses and other identifying information of city residents and businesses (e.g. social security numbers, telephone numbers), financial information identifiable to a city resident or business, and other information specified as confidential by either party. This prohibition shall survive the termination of this agreement. 19. Assignment Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall release the assignor from any liability or obligation under this Agreement, or to cause any such. liability or obligation to be reduced to a secondary liability or obligation. 20. Nondiscrimination The Provider may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 21. Amendment, Modification or Waiver No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not affect or impair any right arising from any subsequent default. Page 6 of 9 Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 22. Independent Contractor Status The Contractors shall perform the services described in Section 2 as independent. contractors and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 23. Parties in Interest This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 24. Applicable Law This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Provider of the services. 25. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 26. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 27. Entire Agreement This Agreement, together with any subsequent amendments or addendums, contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. No other Page 7of9 understandings, oral or otherwise, regarding this Agreement shall exist or bind any of the parties. 29. Non-Availability of Funds Every obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for the performance of such obligation; and if funds are not allocated and available for the continuance of this Agreement, then the City may terminate this Agreement at the end of the period for which funds are available, without the notice provided by Section 6. No liability shall accrue to the City in the event this provision is exercised, and the City shall not be obligated or liable for any future payments or damages as a result of termination under this Section. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN PRAECE CONSULTING, LLC o Nancy Back ayor Federal Tax ID No: -21.,\C—b4--a—S' Attest: ,0,,,„‘„„ 4Da ielle Daskam City Clerk Approved as to form: Da ie s. 'eid, ity Attorney Page 8 of 9 Exhibit A Praece— City of Auburn Agreement Praece Consulting ra c e 30906116th Ave Auburn,WA 98092 253140.8838 kevin.obrien©praece.com Scope of Work Auburn Buy Local / License Renewal App 22nd May 2017 Version 3 OVERVIEW The primary goal is to integrate the Buy Local marketing tool into the business license renewal process. In doing so we'll streamline the license renewal process creating a single modern tool for application and renewal of licenses, as well as updating of business info for the Buy Local marketing tool. PRAECE DELIVERABLES 1. A secure web form for updating business information a. For applying for a new business license b. For renewing a business license c. For updating Buy Local information 2. Design a process (email)of delivering license information for processing 3. Accept payment for business license renewal via paypal 4. Provide users with a temporary business license based on an image provided by the City of Auburn CITY OF AUBURN DELIVERABLES 1. Provide access to an internal web server or container for hosting the app a. Ideally LTS ubuntu b. Allow inbound https connections c. Provide a domain or subdomain 2. Create SQL database for Buy Local data, provide Praece read-write access to Buy Local and relevant tables in license database SPECIFICATIONS • Use the current MSSQL datastore for storage and validating user credentials • Hosted internally on the City of Auburn servers • Modern responsive mobile-friendly form usable on all evergreen desktop'and mobile browsers • Collect the following fields, along with any information needed for business licenses o Business Name o Address (city, state, zip) o Main Business Phone Number o Hours of Operation o Website o Primary Business Contact Name o Primary Business Contact Email o Business Narrative/ Executive Summary o Business Type o Business Keywords • Use current City of Auburn Paypal for accepting payment Exhibit B Praece-City of Auburn Agreement PRAECE DELIVERABLE DETAILS AND COST Deliverable. Cost Build a secure web form for updating business information $9,500 • Create a streamlined modern web form o Add fast"Tagging" style input for business keywords o Validate input client-side when possible for faster responses o Add all fields needed for business licenses and Buy Local • Create a login and business license search method based on business license ID • Link users who've completed their form to payment • Theme the form and login to match the Buy Local search tool • Send password reset requests via email to City of Auburn Design and implement a process for persisting license and Buy $5,500 Local data • Use City of Auburn SMTP or 3rd party tool for delivering license information via email for processing • Persist Buy Local data directly to the Buy Local datastore o Create schema for Buy Local datastore • Persist license data back to the License SQL datastore o Update only if payment is complete o Update "Owner" contact o Add payment record • If necessary email completed license info to Auburn Staff • Create a simple web service endpoint for the Buy Local wordpress site to use to find local businesses Accept payment for completed applications and renewals $2,000 • Redirect users to paypal • Handle redirect back to our form after successful payment or failure • Trigger update of user information only after successful payment • Create payment record Provide users with a temporary business license $2,500 • Only allow download of temporary business license on completed payment • Overlay business information over a license image provided by the city • Make the output printer friendly in all major evergreen browsers