HomeMy WebLinkAboutAgreement for Services with Praece Consulting, LLC - Buy Local/License Renewal App CITY OF AUBURN
AGREEMENT FOR SERVICES
"Buy Local"/License Renewal App
THIS AGREEMENT made and entered into on this /1p/day of July, 2018, by and
between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and Praece Consulting, LLC, 3902 W Valley Hwy N
Ste. 502, Auburn, WA 98001, 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
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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 orsubdomain.
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
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the 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
$20,500.00. 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 terminatelaccording to this agreement. The term
of this agreement shall terminate on /10-v day of July 2019.
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. Derivative
works cannot be separately licensed to third parties without a licensing
agreement with Provider.
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.
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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 Lein Kevin O'Brien
Economic Development Manager 3902 W Valley Hwy N Ste. 502
25 W Main St Auburn, WA 98001
Auburn, WA 98001-4998 Phone: 253-740-8838
Phone: 253-804-3101 E-mail: kevin.obrien@praece.com
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.
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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 AM. 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.
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I
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.
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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
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understandings, oral or otherwise, regarding this Agreement shall exist or bind
any of the parties.
28. 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
oiN4
Nancy Backu-, Y aoror�
Federal Tax ID No: 26-2466205
Attest:
-Bar 4ee-Daskam, City Clerk
1�aftiel/e, �'a•�
Approved as to form:
Steven Gross, City Attorney
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Preece Consulting ra e c
30906116th Ave
e >
Auburn,WA 98092 ••
253.740.8838
kevin.obrien@praece.com
Scope of Work
Auburn Buy Local / License Renewal App - Phase 2
11th July 2018
Version 2.1
OVERVIEW
The primary goal is to enhance the current Buy Local and license renewal app by adding
improvements to the buy local form,technical support and a searchable administrator dashboard.
PRAECE DELIVERABLES
1. General updates to the current License & Buy Local App
a. Updated Buy Local keywords
b. Add additional searchable buy local fields
2. Support for License & Buy Local App
a. Hosting, app and bug support
b. Data research,consistency and other ad-hoc reporting
c. Update to data tables to handle upcoming CRW update
d. Capped at 50 hours/12 months-hourly billing rate of$185 for out-of-scope billing
3. Secure administrator login, dashboard and reporting
a. List style report with search and filtering tools
b. Ability to export to excel, pdf and printable reports
c. Ability to export email addresses for mail merge
CITY OF AUBURN DELIVERABLES
1. Updated buy local keywords and fields
2. Details and documentation on CRW update
3. Specific preferred print and mail merge formats
•
SPECIFICATIONS
• General updates to the current License& Buy Local App
o Fully updated Buy Local keywords up to 300 total
o Add up to 3 additional buy searchable local fields
• Support for License& Buy Local App
o Hosting support-server issues may require assistance from City of Auburn IT
c Application support-limited to minor changes(<4 hours per change) and bugs
c Data research,consistency checks and any other ad-hoc reporting
o Updates to Buy Local app due to upcoming CRW update
o Capped at 50 hours/12 months-hourly billing rate of$185 for out-of-scope billing
a Secure administrator login, dashboard and reporting
o Add secure administrator logins
o Dashboard of list of businesses
® Filterable by
• Business info- name, type, NAICS, EIN, UBI
• License info-expiration date (use past dates for expired licenses,
future dates for active licenses), license number
• Buy local info - DBA, business summary, keywords
® Displays.
• Business info- name,type, physical and mailing address, contact
• License info-expiration date, license number
• Buy local info-all fields
o Exportable
® Excel-includes all fields from the license renewal form plus license
expiration and license number
• Printable and PDF(via print to PDF)-basic business info and license
expiration and license number
■ Mail merge (Excel)- business name, email address (contact and sales) and
addresses (physical and mailing)
PRAECE DELIVERABLE DETAILS AND COST - SEE ABOVE FOR DETAILS
-a ,
:37, # s ' a :Fre'
Deliverablet
t 4� ?�,5:1 x
General updates to the current License& Buy Local App $1,500
Support for License& Buy Local App $9,500
Secure administrator login, dashboard and reporting $9,500
Total $20,500
Exhibit B
Cost
The total amount of contract is $20,500.00. Payment terms are 50 percent due upon signature of this
agreement with the balance payable on October 15, 2018.
Page l of
AUBURN * MORE THAN YOU IMAGINED
AMENDMENT NO. I
AMENDMENT TO CITY OF AUBURN AND PRAECE CONSULTING, LLC
"Buy Local"/License Renewal App
AGREEMENT
THIS AMENDMENT is made and entered into on the date last signed below by and
between Praece Consulting, LLC ("Consultant"), and the CITY OF AUBURN, a Washington
municipal corporation ("City"), amending the Agreement between the parties entered into on July
16, 2018 ("Original Agreement").
RECITALS:
1. The parties entered into the Original Agreement to hire Consultant to create
software code and database infrastructure for processing business license
applications and renewals and for updating"Buy Local" information; and
2. The parties have determined that the Consultant has completed work as directed
by the City, however, additional hours are needed for completing unforeseeable
tasks not identified in the original scope.
AGREEMENT:
In consideration of the mutual promises contained in this Amendment, the parties agree to
amend Exhibit A, Scope of Services, and Exhibit B, Compensation, of the Original Agreement as
follows:
A. AMENDMENT TO EXHIBIT A, SCOPE OF SERVICES.
Scope of Services
The Provider agrees to perform in a good professional manner the tasks described in the
original contract, as well as the following newly identified tasks as it relates to the "Buy
Local" site and License App:
The Buy Local
• Move the BuyLocalAuburn.com website to WPEngine
• Move the IPZauburn.com website to WPEngine
• Change the search page to use a single "search" Field instead of multiple filters
• Remove rental businesses from search
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The License App
• Add BIA filter to the admin dashboard
• Opt out of Buy Local search
• Add a default filter for only showing active licenses on dashboard
• Make the staging site always available for testing
• Make license renewal logic handle businesses who skipped a year by adding
cutoff dates rather than just once a year to the license
• Create documentation for how the app interacts with external systems
• Set up proper RDP over VPN
Misc. Task
• Rebuild non-profit logic to specifically account for them not having
outstanding payments (if necessary)
Support for above License and Buy Local App tasks
• Capped at 40 hours
B. AMENDMENT TO EXHIBIT B.
Compensation
As compensation in consideration of the Consultant's performance, the City will pay the
Consultant additional fees and costs associated with the tasks identified in this amendment.
Compensation for this amendment is not to exceed eight thousand four hundred dollars
($8,400.00). The City has paid $20,500.00 previously.
Payment for this amendment will be as follows:
The consultant is not to exceed 40 hours, or$7,400.00 (seven thousand four hundred
dollars) worth of hourly work.
Consultant shall invoice $3,700.00 upon signature of this amendment and $3,700.00 on
April 1st, 2019.
A one-time fee of$1,000.00 (one thousand dollars) maybe invoiced for moving the
websites to WPEngine.
C. REMAINING TERMS UNCHANGED.
All other provisions of the Original Agreement shall remain unchanged, and in full force
and effect.
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CITY OF AUBURN PRAECE CONSULTING, LLC
4t(e.• yr. . � ' 2... kit 12/21/2018
ancy Bac', Date Kevin O'Brien Date
Mayor
Approved as to form:
Sieve Gross, City Attorney
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