HomeMy WebLinkAbout4.4 First Amendment to the Agreement with CivicPlus for the SeeClickFix SoftwareSTAFF REPORT
CITY COUNCIL
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Agenda Item 4.4
DATE:April 6,2021
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:First Amendment to the Agreement with CivicPlus for the SeeClickFix
Software
Prepared by: Colleen Tribby, Assistant City Manager
EXECUTIVE SUMMARY:
The City Council will consider approval of a first amendment to the agreement with CivicPlus for
the SeeClickFix software.
STAFF RECOMMENDATION:
Adopt the Resolution Approving a First Amendment to the Consulting Services Agreement with
CivicPlus.
FINANCIAL IMPACT:
The original agreement with CivicPlus for the SeeClickFix software was not to exceed $42,500. The
amendment to the agreement adds $3,565.33, for a total not-to-exceed cost of $46,065.33. There is
sufficient funding in the Information Technology Fund budget for this agreement. Annual
increases thereafter will be capped at 5% and will be incorporated into future budget cycles.
DESCRIPTION:
Background
On January 22, 2021 the City Manager entered into a Consulting Services Agreement with
CivicPlus for the implementation and maintenance of SeeClickFix, a software application that
provides online access to public issue reporting and robust data analysis. The new application,
which can be accessed through various media or devices, will replace the City’s existing citizen
request tool.
CivicPlus’ SeeClickFix is an industry leader in citizen request and work management solutions. The
application allows photos, videos, and comments to be included with citizen communications to
local agencies and provides a location tool to allow agencies to respond quickly and accurately.
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CivicPlus cites these other benefits to agencies using SeeClickFix:
Simplifying internal communication & stop using email, spreadsheets, or sticky notes.
Reducing calls with a mobile app and web tools that let citizens report issues on-the-go.
Saving time and money with data driven decisions.
Increasing civic engagement by involving citizens in community dialogue.
Proposed Amendments
Dublin’s agreement with CivicPlus includes licenses for the SeeClickFix software, integration with
the City’s asset management database, a mapping tool for identifying the location of reported
issues, and a City-branded app for mobile devices. The agreement expires January 21, 2022 and
has a not-to-exceed cost of $42,500.
Since the execution of the agreement, Staff have been working with CivicPlus to implement the
software and have identified the need to import past data into the new platform to provide a
greater timespan for querying and reporting. In addition, Staff requested that Dublin’s SeeClickFix
application have single-sign-on capability, meaning that it would integrate with existing City user
account data. CivicPlus provided an additional Statement of Work (Attachment 3) for these new
items, increasing the cost of services by $3,565.33. This pushes the total cost of the agreement
over the $45,000 threshold of City Manager approval, requiring it to be brought to the City Council
for consideration. In conjunction with incorporating the additional services, Staff desires to
further amend the agreement to include automatic one-year renewals, with the annual increases
not to exceed 5%.
Section 2.36.100(B)(4) of the Dublin Municipal Code allows for an exception to the competitive
bidding process “When a contract or purchase involves goods of a technical nature” and the
“Purchasing Agent undertakes a thorough review of known products and a comparison of features
which would most closely meet the city’s needs at the lowest cost.” Staff in the City Manager’s
Office reviewed several similar products and found SeeClickFix to best match the City’s needs
regarding the user experience and data reporting. Furthermore, as the SeeClickFix product is
offered through CivicPlus, the City’s current provider of web content management services, it
integrates seamlessly with City processes.
STRATEGIC PLAN INITIATIVE:
Strategy 4: Become a 24/7 City Hall to Enhance Resident and Business Engagement.
Objective C: Enhance citizen online interaction via reporting of issues and transparent data.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted.
ATTACHMENTS:
1) Resolution Approving a First Amendment to the Consulting Services Agreement with CivicPlus
2) Exhibit A to the Resolution - First Amendment to the Agreement
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3) Exhibit A.1 to the First Amendment to the Agreement – New Statement of Work
4) Consulting Services Agreement
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Attachment 1
Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 1 of 2
RESOLUTION NO. XX – 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT
WITH CIVICPLUS
WHEREAS,on January 22, 2021, the City Manager executed an agreement with
CivicPlus, the City’s current service provider of web content management, for the SeeClickFix
software to enhance citizen interaction with the City; and
WHEREAS,the agreement has a not-to-exceed cost of $42,500 and a one-year term
expiring in January 2022; and
WHEREAS,during implementation of the SeeClickFix software, CivicPlus agreed upon
the City’s request to incorporate past year data into the new database and provide single-sign-
on capability, which will increase the agreement cost by $3,565.33 for a total of $46,065.33; and
WHEREAS,the City’s Municipal Code requires City Council approval of, and a
competitive bidding process conducted for, purchases greater than $45,000; and
WHEREAS,Section 2.36.100(B)(4) of the Dublin Municipal Code allows for an exception
to the competitive bidding process “When a contract or purchase involves goods of a technical
nature” and the “Purchasing Agent undertakes a thorough review of known products and a
comparison of features which would most closely meet the city’s needs at the lowest cost”; and
WHEREAS,Staff reviewed several similar products and found that SeeClickFix best
matches the City’s needs regarding the user experience and data reporting and seamlessly
integrates with other City processes; and
WHEREAS,in addition to the increased services, the City desires to provide for automatic
renewals of the SeeClickFix services, with an annual increase cap of 5%.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the First Amendment to Consulting Services Agreement Between the City of
Dublin and CivicPlus, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to make any
necessary, non-substantive changes to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 6th day of April 2021, by the following vote:
AYES:
NOES:
ABSENT:
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Reso. No. XX-21, Item X.X, Adopted XX/XX/21 Page 2 of 2
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY
OF DUBLIN AND CIVICPLUS
WHEREAS, on January 22, 2021, the City of Dublin (hereinafter referred to as "CITY")
and CIVICPLUS (hereinafter referred to as "CONSULTANT") entered into a Consulting
Services Agreement for SeeClickFix services (hereinafter referred to as the “AGREEMENT”);
and
WHEREAS, the compensation for the AGREEMENT was approved at a sum not-to-
exceed $42,500 and is set to expire on January 22, 2022; and
WHEREAS, the CITY and CONSULTANT now wish to amend the AGREEMENT to
add EXHIBIT A.1 to include extra features, to increase the compensation payable to the
CONSULTANT, and to provide for automatic annual renewal terms.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the AGREEMENT is amended as follows:
1)Section 1.1 shall be rescinded in its entirety and replaced with the following:
Term of Services. The term of this Agreement shall begin on the Effective Date and
shall end on January 21, 2022 (“Initial Term”), and Consultant shall complete the
work described in Exhibit A on or before that date, unless the term of the Agreement
is renewed as provided for herein, or is otherwise terminated or extended, as
provided for in Section 8. The time provided to Consultant to complete the services
required by this Agreement shall not affect the City’s right to terminate the
Agreement, as referenced in Section 8.
In the event that neither party gives 90 days’ notice to terminate prior to the end of
the Initial Term or any subsequent Renewal Term, this Agreement will automatically
renew for another one-year term (“Renewal Term”). The Initial Term and any
Renewal Term(s) are collectively referred to herein as the “Term.” Renewal Terms
are subject to availability and appropriation of funds for renewal in each subsequent
year. None of the foregoing shall affect the City’s right to terminate the Agreement as
provided for in Section 8.
2) Section 2 shall be rescinded in its entirety and replaced with the following:
COMPENSATION. For the Initial Term, City hereby agrees to pay Consultant a sum
not to exceed Forty Six Thousand Sixty Five dollars and Thirty Three cents
($46,065.33) (“not-to-exceed amount”). Thereafter, for each subsequent Renewal
Term, if any, City shall pay Consultant, a sum not to exceed 5% above the not-to-
Attachment 2
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exceed amount payable in the immediately prior Term, notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be
performed and reimbursable costs incurred under this Agreement. In the event of a
conflict between this Agreement and Consultant's proposal, attached as Exhibit A,
regarding the amount of compensation, the Agreement shall prevail. City shall pay
Consultant for services rendered pursuant to this Agreement at the time and in the
manner set forth herein. The payments specified below shall be the only payments
from City to Consultant for services rendered pursuant to this Agreement. Consultant
shall submit all invoices to City in the manner specified herein. Except as specifically
authorized by City in writing, Consultant shall not bill City for duplicate services
performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to
Consultant under this Agreement is based upon Consultant's estimated costs of
providing the services required hereunder, including salaries and benefits of
employees and subcontractors of Consultant. Consequently, the Parties further agree
that compensation hereunder is intended to include the costs of contributions to any
pensions and/or annuities to which Consultant and its employees, agents, and
subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
3) Paragraph 10.12 Integration shall be amended to include EXHIBIT A.1 and will now
read as follows:
10.12 Integration. This Agreement, including Exhibits A and A.1, represents
the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either
written or oral.
4) Except to the extent inconsistent with this First Amendment, the Parties ratify and
confirm all of the terms and conditions of the AGREEMENT.
5) All requisite insurance policies to be maintained by the Consultant pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for
the amended term, as described above.
6) The individuals executing this Amendment and the instruments referenced in it on
behalf of Consultant each represent and warrant that they have the legal power, right
and actual authority to bind Consultant to the terms and conditions of this
Amendment.
SIGNATURES ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the date of the City Manager’s signature below.
CITY OF DUBLIN CIVICPLUS
By: _____________________________ By: ________________________________
Linda Smith, City Manager Amy Vikander, Vice President of Client Services
Dated:
ATTEST:
By: _____
Marsha Moore, City Clerk
APPROVED AS TO FORM:
By: _____________________________
City Attorney
3707840.1
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CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Quote #:Q-14732-1
Date:2/17/2021 1:01 PM
Expires On:5/18/2021
Product:SeeClickFix
Client:
Dublin CA - SCF
Bill To:
Dublin CA - SCF
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Emily Wehling x(785)
789-3490
wehling@civicplus.com Net 30
SeeClickFix - Statement of Work
QTY Product Name DESCRIPTION PRODUCT
TYPE
1.00 Request Import Import of up to 25,000 requests, includes one batch import
to resolve errors, a second import on test environment,
and a final import in production. Data must adhere to SCF
specifications. Additional batch imports after these 3 will
incur additional cost.
One-time
1.00 CivicEngage Custom IdP
Integration Package
Custom IdP Integration Package Custom IdP Integration
Annual Fee Custom IdP Integration Implementation Fee
Renewable
1.00 CivicEngage Custom IdP
Integration Annual Fee
Custom IdP Integration Annual Fee Renewable
1.00 CivicEngage Custom IdP
Integration Implementation Fee
Custom IdP Integration Implementation Fee One-time
1.00 CivicEngage Custom IdP
Integration (Secondary)
Secondary set up of Custom IdP One-time
List Price - Year 1 Total USD 6,065.33
Total Investment - Year 1 USD 3,565.33
Annual Recurring Services - Year 2 USD 1,653.75
Total Days of Quote:339
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951
Page 1 of 4
Exhibit A.1
Attachment 3
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1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the Dublin CA - SCF Statement of
Work signed by and between the Parties (“the Agreement”). By signing this SOW, Client expressly agrees to the terms
and conditions of the Agreement, as though set forth herein.
2. Client will be invoiced for the Total Investment - Year 1 (the sum of one-time costs and a prorated portion of the
Annual Recurring Services) upon signing and submission of this SOW. The Annual Recurring Services subscription fee
for the Products (as described above) included in this SOW are prorated and co-termed to align with the Client’s current
billing schedule and the Annual Recurring Services amount will subsequently be added to Client's Term and regularly
scheduled annual invoices under the terms of the Agreement.
3. Each year this SOW is in effect, a technology investment and benefit fee, as agreed to in the Agreement, will be
applied to the Annual Recurring Services subscription fee.
Signature Page to follow.
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951
Page 2 of 4
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Acceptance
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the
Agreement terms and conditions
IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of
the dates below.
Client
CivicPlus
By:
___________________________________
By:
___________________________________
Name:
___________________________________
Name:
___________________________________
Title:
___________________________________
Title:
___________________________________
Date:
___________________________________
Date:
___________________________________
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951
Page 3 of 4
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Contact Information
*all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet.
Organization URL
________________________________________________________________________________________________________________________
Street Address
________________________________________________________________________________________________________________________
Address 2
________________________________________________________________________________________________________________________
City State Postal Code
________________________________________________________________________________________________________________________
CivicPlus provides telephone support for all trained clients from 7am –7pm Central Time, Monday-Friday (excluding holidays).
Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for
ensuring CivicPlus has current updates.
________________________________________________________________________________________________________________________
Emergency Contact & Mobile Phone
________________________________________________________________________________________________________________________
Emergency Contact & Mobile Phone
________________________________________________________________________________________________________________________
Emergency Contact & Mobile Phone
________________________________________________________________________________________________________________________
Billing Contact E-Mail
________________________________________________________________________________________________________________________
Phone Ext. Fax
________________________________________________________________________________________________________________________
Billing Address
________________________________________________________________________________________________________________________
Address 2
________________________________________________________________________________________________________________________
City State Postal Code
________________________________________________________________________________________________________________________
Tax ID # Sales Tax Exempt #
________________________________________________________________________________________________________________________
Billing Terms Account Rep
________________________________________________________________________________________________________________________
Info Required on Invoice (PO or Job #)
________________________________________________________________________________________________________________________
Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ]
Please list all external sources: _______________________________________________________________________________________________
Contract Contact Email
________________________________________________________________________________________________________________________
Phone Ext. Fax
________________________________________________________________________________________________________________________
Project Contact Email
________________________________________________________________________________________________________________________
Phone Ext. Fax
________________________________________________________________________________________________________________________
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951
Page 4 of 4
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Consulting Services Agreement between City of Dublin and
CivicPlus for SeeClickFix
January 22, 2021
Page 1 of 14
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
CIVICPLUS
FOR
SEECLICKFIX
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and
CivicPlus (“Consultant”) (together sometimes referred to as the “Parties”) as of January 22, 2021 (the
Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Statement of Work (“the SOW”) attached as Exhibit A
and made part of this Agreement at the time and place and in the manner specified therein.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on January 21, 2022, the date of completion specified in Exhibit A, and Consultant
shall complete the work described in Exhibit A on or before that date, unless the term of
the Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City’s right to terminate the Agreement, as referenced in Section 8. None of the
foregoing shall affect the City’s right to terminate the Agreement as provided for in Section
8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder.
Notwithstanding the forgoing, Consultant will not be liable or responsible for any delay
in the time or completion of the Services due to the action or inaction of City.
1.5 [Intentionally Deleted.
1.6 [Intentionally Deleted].
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Forty Two
Thousand Five Hundred ($42,500) notwithstanding any contrary indications that may be contained in
Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement.
In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A,
Attachment 4
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Consulting Services Agreement between City of Dublin and
CivicPlus for SeeClickFix
January 22, 2021
Page 2 of 14
regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments
specified below shall be the only payments from City to Consultant for services rendered pursuant to this
Agreement. Consultant shall submit all invoices to City in the manner specified herein.
Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services
performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices in accordance with the terms as described in
Exhibit A. No individual performing work under this Agreement shall bill more than 2,000
hours in a fiscal year unless approved, in writing, by the City Manager or his/her
designee.
Consultant shall give separate notice to the City when the total number of hours worked
by Consultant exceeds 800 hours within a 12-month period under this Agreement and any
other agreement between Consultant and City. Such notice shall include an estimate of
the time necessary to complete work described in Exhibit A and the estimate of time
necessary to complete work under any other agreement between Consultant and City, if
applicable.
2.2 Annual Payment. City shall have 30 days from the receipt of an invoice that complies
with all of the requirements above to pay Consultant.
2.3 [Intentionally Deleted]
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 [Intentionally Deleted].
2.6 [Intentionally Deleted].
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
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Consulting Services Agreement between City of Dublin and
CivicPlus for SeeClickFix
January 22, 2021
Page 3 of 14
incurred under this Agreement and any similar federal or state taxes. Consultant passes
through sales/use tax to Client in those jurisdictions where such tax is required. If City is
tax exempt and provides Consultant with proof of such tax-exempt status, Consultant will
not apply taxes to the services.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents, representatives,
employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of
insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.
Consultant shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant
shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers’ Compensation.
4.2.1 General Requirements. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for
any and all persons employed directly or indirectly by Consultant. The Statutory
Workers’ Compensation Insurance and Employer’s Liability Insurance shall be
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Consulting Services Agreement between City of Dublin and
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January 22, 2021
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provided with limits of not less than $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
4.2.1 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
4.2.1 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services
Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be
attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the insurance
coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
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Consulting Services Agreement between City of Dublin and
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b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, the
Consultant’s insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant’s insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit
the following:
e. Certificate of Liability Insurance in the amounts specified in the section;
f. Additional Insured Endorsement as required by the section;
g. Waiver of Subrogation Endorsement as required by the section; and
h. Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for
the period covered by this Agreement professional liability insurance for licensed
professionals performing work pursuant to this Agreement in an amount not less
than $2,000,000 covering the licensed professionals’ errors and omissions. Any
deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date
of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided
for at least 5 years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of this
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Consulting Services Agreement between City of Dublin and
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January 22, 2021
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Agreement, Consultant shall purchase an extended period coverage for a
minimum of 5 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City for
review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant’s obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting”
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days’ prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached
Exhibit B, which is incorporated herein and made a part of this Agreement.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. This Agreement shall
not be construed as an agreement for employment. City shall have the right to control
Consultant only insofar as the results of Consultant's services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Consultant accomplishes
services rendered pursuant to this Agreement. Consultant further acknowledges that
Consultant performs Services outside the usual course of the City’s business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Consultant performs for the City and has the option to perform such
work for other entities. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any and all claims to, any compensation,
benefit, or any incident of employment by City, including but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
City and entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
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all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a “Protected Characteristic”), against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. Either Party may cancel this Agreement at any time and without cause upon
60 days written notification to Consultant.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
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Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but are not limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 [Intentionally Deleted].
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps models,
charts, studies, surveys, photographs, memoranda, plans, studies, specifications. records,
files, or any other documents or materials, in electronic or any other form, that Consultant
prepares or obtains pursuant to this Agreement and that relate to the matters covered
hereunder shall the property of the City. Consultant hereby agrees to deliver those
documents to the City upon termination of the Agreement. It is understood and agreed
that the documents and other materials, including but not limited to those described above,
prepared pursuant to this Agreement are prepared specifically for the City and are not
necessarily suitable for any future or other use. City and Consultant agree that, until final
approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
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Parties.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of the
City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any audit of
the City, for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party
shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that
party may be entitled. The court may set such fees in the same action or in a separate
action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the state
courts of California in the County of Alameda or in the United States District Court for the
Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term of
this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies
and other printed material on recycled paper to the extent it is available at equal or less cost
than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
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Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,codified at
California Government Code Section 81000 et seq. Consultant shall not employ any City official
in the work performed pursuant to this Agreement. No officer or employee of City shall have any
financial interest in this Agreement that would violate California Government Code Section 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the City. If Consultant was an employee,
agent, appointee, or official of the City in the previous 12 months, Consultant warrants that
it did not participate in any manner in the forming of this Agreement. Consultant
understands that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to
any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City’s sole discretion, Consultant may be required to file with a City a Form 700 to identify
and document Consultant’s economic interests, as defined and regulated by the California
Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant
is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to
prepare it.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the City Manager
Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
CivicPlus
Att: Legal Dept
302 S4th Street Suite 500
Manhattan, KS 66502
Any written notice to City shall be sent to:
City of Dublin
Att:Shari Jackman
100 Civic Plaza
Dublin, CA 94568
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10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A & B represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Statement of Work
Exhibit B Indemnification
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant’s signature below
Consultant certifies that Consultant, and any parent entities, subsidiaries, successors
or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of
Section 2203 of the California Public Contract Code as a person engaging in investment
activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in
subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable.
10.14 Intellectual Property and Ownership. Upon full and complete payment of submitted
invoices for any SOW Project Development Fees, City will own the website graphic
designs, webpage or software content, module content, importable/exportable data, and
archived information as created by CivicPlus on behalf of City pursuant to this Agreement
Customer Content”).
Upon completion of any SOW Project Development, City will assume full responsibility for
website, software or module content maintenance and administration. City, not CivicPlus,
shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all Customer
Content.
Intellectual Property rights in any software or other original works created by or licensed to
CivicPlus prior to the execution of this Agreement (“CivicPlus Property”) will remain the
property of CivicPlus. City shall not (i) license, sublicense, sell, resell, reproduce, transfer,
assign, distribute or otherwise commercially exploit or make available to any third party any
CivicPlus Property in any way; (ii) modify or make derivative works based upon any
CivicPlus Property; (iii) create Internet “links” to the CivicPlus Property software or “frame”
or “mirror” any CivicPlus Property administrative access on any other server or wireless or
Internet-based device; or (iv) reverse engineer or access any CivicPlus Property in order to
a) build a competitive product or service, (b) build a product using similar ideas, features,
functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions
or graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the
product and module names associated with any CivicPlus Property are trademarks of
CivicPlus, Provided City complies with the terms and conditions herein, the relevant SOW,
and license restrictions set forth in Section 14, CivicPlus hereby grants City a limited,
nontransferable, nonexclusive, license to access and use the CivicPlus Property
associated with any valid and effective SOW associated with this Agreement, for the term
of the respective SOW.
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CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of
service of any underlying carrier, licensor or other third-party service provider whose
facilities or services are used in furnishing any portion of the service received by the City.
CivicPlus will not be liable for any failure of performance that is caused by or the result of
any act or omission by City or any entity employed/contracted on the City’s behalf.
City agrees that it is solely responsible for any solicitation, collection, storage, or other use
of end-users’ personal data on any website or online service provided by CivicPlus. City
further agrees that CivicPlus has no responsibility for the use or storage of end-users’
personal data in connection with the website or the consequences of the solicitation,
collection, storage, or other use by City or by any third party of personal data.
SIGNATURES ON FOLLOWING PAGE
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
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below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN CIVICPLUS
Linda Smith, City Manager $P\9LONDQGHU 9LFH 3UHVLGHQW RI OLHQW 6DOHV
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070368.1
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Consulting Services Agreement between City of Dublin and
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Last revised January 22, 2021
Exhibit A – Page 1 of 1
EXHIBIT A
Statement of Work
Please see attached.
78
Prepared for:
Shari Jackman
CITY OF DUBLIN
100 Civic Center Plaza
Dublin, California, 94568
shari.jackman@dublin.ca.gov
925) 556-4555
Prepared by:
Lucas Clark
Enterprise Account Manager
lclark@civicplus.com
Issue Date:
1/15/2021
Pricing Expires:
2/3/2021
Product Name DESCRIPTION QTY TOTAL
SeeClickFix Annual - Unlimited Users SeeClickFix Unlimited Annual Licenses 1.00 USD 30,000.00
SeeClickFix Connector for Dude
Solutions
SeeClickFix-hosted integration with Dude
Solutions Asset Essentials Enterprise API
REST/JSON), for Work Orders.
1.00 USD 5,250.00
SeeClickFix Connector for ArcGIS Feature Service within ArcGIS to display
your request data in internal reports, public
maps and Open Data Portals
1.00 USD 2,250.00
Marketplace App Annual Marketplace App Annual 1.00 USD 5,000.00
TOTAL:USD 42,500.00
List Price - Year 1 Total USD 49,750.00
One Time Costs USD 0.00
Annual Recurring Costs - Year 2 USD 44,625.00
Annual Recurring Costs are subject to 5% annual technology uplift beginning in year 2 of service.
Total Days of Quote:365
1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services
Agreement located at https://legal.seeclickfix.com/terms-and-conditions-cp/ (“MSA”), to which this SOW is hereby
attached as the SeeClickFix Statement of Work. By signing this SOW, Client expressly agrees to the terms and conditions
of the MSA throughout the Term of this SOW.
2. This SOW shall remain in effect for an initial term equal to 365 days from the date of signing (“Initial Term”). In the
event that neither party gives 90 days’ notice to terminate prior to the end of the Initial Term or any subsequent Renewal
Term, this SOW will automatically renew for an additional 1-year renewal term (“Renewal Term”). The Initial Term and all
Renewal Terms are collectively referred to as the “Term”.
3. The Total Investment - Year 1 (the sum of the One Time Costs and the Recurring Costs) will be invoiced at signing of
this SOW. Client will pay all invoices within 30 days of the date of invoice.
4. Renewal Term Annual Recurring Costs shall be invoiced beginning in year 2 of service.
Page 1 of 3
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Consulting Services Agreement between City of Dublin and
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Last revised January 22, 2021
Exhibit B – Page 1 of 1
EXHIBIT B
INDEMNIFICATION
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers,
elected officials, employees, agents and volunteers from and against any and all third party liability, loss,
damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of
litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s
performance of the services called for or its failure to comply with any of its obligations contained in this
Agreement, except such Liability caused by the sole negligence or willful misconduct of City.
The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s
inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any
claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense
and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due
the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the
City, may be retained by the City until disposition has been made of the claim or suit for damages, or until
the Consultant accepts or rejects the tender of defense, whichever comes first.
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