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HomeMy WebLinkAboutGo Live Technology, Inc. - 2020-06-06 HPA2D✓ED ¢-D A&W �"d City of Huntington Beach File #: 21 645 MEETING DATE: 9/7/2021 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Oliver Chi, City Manager PREPARED BY: Travis K. Hopkins, Assistant City Manager Subject: Approve and authorize execution of Amendment No. 1 to the Professional Services Contract with Go Live Technology. Inc.. in the amount of $85,000. for project management and technical staffing services for the City of Huntington Beach's Enterprise Land Management (ELM) Project Statement of Issue: City Council approval is requested to amend the professional services contract with Go Live Technology, Inc., the City's ELM consultant, to increase the contract amount by $85,000, for project management and technical staffing services required to address post go-live issues related to the implementation of Accela, the City's ELM software. Financial Impact: If approved, the action will result in an $85,000 increase in our contract with Go Live Technology, Inc. Sufficient appropriation is available in business unit 32440217. Recommended Action: Approve and authorize the Mayor and City Clerk to execute "Amendment No. 1 to Professional Services Contract Between the City of Huntington Beach and Go Live Technology, Inc., for Technical Staffing Services for City of Huntington Beach's Enterprise Land Management (ELM) Project." Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: In June 2020, the City entered into a Professional Services Contract with Go Live Technology, Inc. for $90,000. Go Live Technology provided essential project management services for the successful implementation of the Accela ELM system. The City went live on Accela in March 2021. Accela Enterprise Land Management (ELM) System provides an online permit and application processing system that is available to the public 24 hours a day 7 days a week. This new virtual City of Huntington Beach Page 1 of 3 Printed on 9/1/2021 p .eleVA Leg stal" File #: 21-645 MEETING DATE: 9/7/2021 platform provides automated online access to eight City Permitting functions including Building, Code enforcement, Business license, Fire Department permits and inspections, Engineering Permits and Inspection, Urban Runoff Permits and Inspections, and Online Payment Processing. Through this system residents, businesses, contractors and developers are able to request permits, process permits, complete payments, receive permits, request inspections, and receive final permit approvals. Additionally the programs has automated the coordination and processing permits. During the implementation and lessons learned over the past year working in a virtual environment due to COVID-19, additional functionality were identified to enhance the customer online access of documents and functions across multiple permit applications which include the following: Provide enhanced Building Permit functionality including electronic job cards, automatic defaults for plan check corrections, and provide required automated turnaround permits review. Enhance online functions for code enforcement complaints and provide access of case records. Provide businesses and developer online access for Fire inspection, tests, and maintenance requirements and notices of non-compliance- Enhance the Fire permitting process to include state mandated inspection requirements. Provide online self-certification module for Urban Runoff permit where maintenance and inspection for structural treatment controls are required. Provide online processing of Certificates of Compliance. Provide additional records for Public Works permitting including haul routes, cross connection inspections and checklists, and grading plan check log. Provide online access to additional Public Works records including final parcel and tract maps, Street vacations. Provide process streamlining for business license applications. Ongoing post go live project management services is necessary to work with City staff and IK Consulting to address post go live issues and implement additional system functionalities to improve the customer's online experience. The proposed contract amendment is for $85,000. The current agreement ends on June 6, 2023 and the proposed amendment does not extend the term of the agreement. Environmental Status: Not applicable Strategic Plan Goal: Community Engagement Attachment(§): City of Huntington Beach Page 2 of 3 Printed on 9/1/2021 oowe,r37.4 Lepistar°" File #: 21-645 MEETING DATE: 9/7/2021 1 . Amendment No. 1 to the Professional Services Contract with Go Live Technology, Inc. for technical staffing services for the City of Huntington Beach's Enterprise Land Management (ELM) Project 2. Original Professional Services Contract with Go Live Technology, Inc. dated June 6, 2020. City of Huntington Beach Page 3 of 3 Printed on 9/1/2021 gowerE37,.4 Legistar• AMENDMENT NO. 1 "1-0 PROFESSIONAL SERVICES CONTRACT BE-I'\1%EEN 'I`I-IE CITY OF HUNTINGTON BEACH AND GO LIVE TECI-INOLOGY, INC. 17OR TECHNICAL STAFFING SERVICES FOR CITY OF HUNTINGTON BEACI-FS ELNI PROJECT THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and Go Live Technology, Inc., hereinafter referred to as "CONSULTANT." WHEREAS. City and Consultant are parties to that certain agreement. dated June 6. 2020 entitled "Professional Services Contract Between the City of Huntington Beach Go Live Technology, Inc. for Technical Staffing Services for City of 1-luntington Beach's Elm Project' which agreement shall hereinafter be referred to as the "Original Agreement," and CITY and CONSULTANT wish to amend the Original Agreement to reflect the additional work to be performed by CONSULTANT and the additional compensation to be paid in consideration thereof by CITY to CONSULTANT, NOW. THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. ADDITIONAL COMPENSATION In consideration of the additional services to be performed. CITY agrees to pay CONSULTANT. and CONSULTANT agrees to accept from CITY as full payment for services rendered, an additional sum not to exceed Eighty Five Thousand Dollars ($85,000), in addition to the original sum of Ninety Thousand Dollars ($90.000). for a new total not to exceed One Hundred Seventy Five Thousand Dollars ($I7>,000). 21-10242/265055 1 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on g.mdc,2i 2021. CONSULTANT, CITY OF HUNTINGTON BEACH, a Go Live Technology, Inc. municipal corpgration of the State of Califo is By: ' Mayor print name ITS: (circle one)Chairtnan/PresidenWice President ti Cit Clerk e�/�jti/ AND INITIATED AND APPROVED: By: print name ssistant City Manager ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer RE WE ND APPROVED: City Manager APPYVED AS TO FORM: �htity Attorney COUNTERPART 21-10242/265055 2 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on ��Cw .ryt 2J -7 2021. CONSULTANT, CITY OF HUNTINGTON BEACH, a Go Live Technology, Inc. municipal corporation of the State of California By: A'-J�r.6 Mayor print nanse ITS: (circle one)Chaimtan llresidvaN ice President City Clerk AND By: A CU4.-L� INITIATED AND APPROVED: Print name Assista�nager ITS: (circle ata)sc r@ary/Chief Financial Oaicer/Asst. secretary- Ireasurcr REVIEWED AND APPROVED: City Manager APPYVED AS TO FORM: W-City Attomcy COUNTERPART 21-10242/265055 2 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in fill force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on 1 7/A/ 2021. CONSULTANT, CITY OF HUNTINGTON BEACH, a Go Live Technology, Inc. municipal corporation of the State of California By: Mayor -__ print mine ITS: (circle one)chainnai 'resick ice I'reskled City Clerk AND INITIATED AND APPROVED: By: _ prin1111c Assistant City Manager ITS: (ein tie Iar)-/Chief Financial Ullicer/Assi. Secretary X44camlf REVIEWED AND APPROVED: City Manager APP OVED AS TO FORM: ity Attomey COUNTERPART 21-10242/265055 uc✓ Co d CERTIFICATE OF LIABILITY INSURANCE DATE 021 O3/3ono21 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: II the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed. 11 SUBROGATION IS WAIVED,subject to the forms and conditions of the policy,certain policies may require an ondorsoment. A statement on this cartlficato does not confer rights to the certificate hotder In Iluu of such endorsoment(s). PRODUCER CONTACT CONE. Stephanie Fragiml Wnney and Company PHONE (BM)851-1160 FAX . (626)799-7051 524 S.Rosemead Blvd. ApoREbb: slephanlo®Mnnayandco.eom INSUreJg6 AFFORDING COVERAGE "Ca Pasadena CA 91107 INe,OpEFA: UNITED STATES LIABILITY INSURANCE COMPANY INSURED INSURER a: Go Lhe Technology.(Pc. INSUiffFC: 21703 Ocean Vista d302 wsuRER D: a15URER E: Laguna Beach CA 92651 wsuREt F: COVERAGES CERTIFICATE NUMBER: 2020-2021 REVISION NUMBER: THIS ISTO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED HAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANYCONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR 1TPE OF INSURANCE POLICY NUMNEIR IM1VDOrYYYY MULMOrrmt UNITS X COMHFRpAL GEITJUL OAatl.ITY FACHOCCURRENCE S 1,000,0G0 CLAIMS- DE ®OCCUR ro S 300,000 RED FJw ens mn.N S 10,000 A MTK16WZ78J 12I512MO 12/15/2021 PERSONAL AADV Da1HY S 1,000,000 GEFL AGGREGATE LIMIT APPLIES PER: GENENALACGREOATE S 2,000,000 XPILCY 0 JECT OLM PRODUCTS-CONPAPADD S OTFIFF: S AUTOMMILF.UABtlIIY O' M s 1,0D0,000 TEAANY AVTO SODLY DAIRY tPer psr..N $ A otweD SCEOIA.E0 MTKI SW276J 12/15I2020 12/ISM21 eMLY wJIIRY(r'♦l AVJOMI) b AUTMONLY AUTOS HIRW AUTOS ONLY AUPOSONLY NOIFOMMED (PPas M S S IIMBRELIA Loa ExcEss 11Ae MADE APPROVEDAST FORM GR RrvcE AGGREGATE s OEO RETENTIONS S VARNfil9 CObIKNSATON Bye - I STA Op 11" AND EMPLOYERS'LIABILITY YIN —P-10ICHAEL E.Gj kTES ANY PAOMIIETORAMRTNF.WF.X[CIITNE ❑ NIA CITY ATTORI IFY EL EACH ACCIDENT s OFFICE INMh,TIM FXCLI MIM? Gw�...see also CITY OF HUNTINGT PI BEACH F1.DISEASE-EA EMPLOYEE S DESC=M OF OPERATIONS G1Pw E1 clal A -POLICY LIMIT $ ERRORS 6 OMISSIONS EACH CLAM 1,OM,000 A CLAIMSMADE MTKI550275J 12/16l2020 12/15l2(121 EACHAGGREGATE 1,000.000 DESCTUPTIM OF OPERATIONS I LOCATIONS I VEHICLES IACOM tot,AdMA 61 Remsr%ACAeEVIA,m.y ae.Aacw M..P 1.rapUleM) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CITY OF HUNTINGTON BEACH ACCORDANCE WITH THE POLICY PROVISIONS. 2000 MAIN STREET AUTHORDEa REPRESENTATNE HUN7INCTON BEACH CA 92648 01988-2016 ACORD CORPORATION. All rights reserved. ACORD 26(2016103) The ACORD name and logo are registered marks o1 ACORD PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND GO LIVE TECHNOLOGY, INC. FOR "TECHNICAL STAFFNG SERVICES FOR CITY OF HUNTENGTON BEACH'S ELM PROJECT THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California; hereinafter referred to as "CITY," and , a GO LIVE TECHNOLOGY, INC., hereinafter referred to as "CONSULTANT." 'WHEREAS; CITY desires to engage the services of a consultant to provide technical staffing services for the City of Huntington Beach's ELM Project; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code; Chapter 3.03, relating to procurement of professional service contracts have been complied %v7th; and CONSULTANT has been selected to perform these services; NOW, THEREFORE. it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTA\T shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Richard Chenette who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 20-9059237329 1 of 13 380 2. CITY" STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TE12�I: TIRE OF PERFORyiANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 6, 2020 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROTECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. CO'NVENSATION In consideration of the performance of the services described herein; CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses; not to exceed Ninety Thousand Dollars (590,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 20-9059237329 2 of 1.1 381 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLAINS. ESTI.MATES AND OTHER DOCUAgNTS CONSULTANT agrees that title to all materials prepared hereunder; including, without limitation, all original drawings, designs, reports, both field and office notices; calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. S. HOLD H_ARn-LLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTAINT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall 20-9059rz37329 3 of l3 382 apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: `CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or i«llful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attomey's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 20-9059237329 4 of 13 383 9. PROFESSIONAL LLABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULT.ANT's professional liability in an amount not less than One N4illion Dollars (S1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars (SI0,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notifj CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right; at the CITY's election, to forthwith terminate this Agreement. Such termination shall not 20-9059237329 5 of 13 384 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this .Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 20-9059R3%329 6 of 13 385 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any. in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in riting, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNti4ENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 20-9039e37329 7 of 13 386 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Go Live Technology, Inc. ATTN: Travis Hopkins Attn: Richard Chenette 2000 Main Street 26632 Via Cuervo Huntington Beach, CA 92643 Mission Viejo, CA 92691 20-9059/237329 8 of 13 387 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consentiapproval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles; captions, section, paragraph and subject headings; and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEME\T The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act 20-9059237329 9 of 13 388 contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery. be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. MMIGRATION CONSULTANT shall be responsible for frill compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY" agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach Ciry Charter Section 309, the City Attomey is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 20-90592 T,29 10 of 13 389 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof. each part shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVNAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNRNG LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, 20-9059237329 11 of 13 390 promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. I,T WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 20-90591-1M29 12 of 13 391 CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of GO LIVE TECHNOLOGY, INC. Californiar L!2�5�r Cw �By� Cin•Manaeer R,e tio�<I Ctie�.g� t� INITIATED A-ND APPROVED: print nam- IT$: (circle one)Chai 'resident ice Presidcn: � ��- AND Assistant City Manag6f. APPROVED AS TO FORM: print narne -�nClty Attomey ITS: (tire ne) reta /Chie4 Financial Officer/Asst. Secretary Treasurer Date RECEIVE AND FILE: City Clerk Date 20-9059237329 I J of I 392 EXHIBIT "A„ A. STATEMENT OF WORK: (Narrative of work to be performed) Provide remote Technical Project Staffing services, which may include conference calls, emails, monitoring- and updating project activities and correspondence with both the vendor and staff. Provide on-site weekly project meetings, as needed, and provide technical staffing services to client Project team including managing client project team resources; coordinating project activities and reporting project status. Will assist client in the planning, managing, monitoring and execution of this project. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGR 2VI/PROJECT SCHEDULE: EXI-HBIT A 393 EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: S135.00 per hour. Total project hours are not to exceed 666 hours unless both parties agree to extend the project timeline. B. Travel. Charges for time durine travel are not reimbursable C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANNT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product; CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit B 394 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B 395 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product. CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notifv CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. &. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B 396 PROFESSIONAL SERVICES CO\'TRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR Table of Contents IScope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term: Time of Performance....................................................................................2 4 Compensation ..........................................................................................................2 6 Extra Work...............................................................................................................2 6 Method of Payment.................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liabilitv Insurance.............................................................................4 10 Certificate of Insurance............................................................................................ 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents..............................................................................I....................7 16 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent ....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Imm i gati on...............................................................................................................9 23 Legal ServicesSubcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law .......................... ............................................................................10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................10 29 Effective Date.................................................................................11 397 CERTIFICATE OF LIABILITY INSURANCE DA 10/07120220 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. N SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorserrmnt(s). PRoDu can A Kinney and Co PHOfx Stephanie 1-1158Fregosl Company AC o Ertl (800)651-1158 mitt Nu: (626)799-7051 524 S.Rosemead Blvd. ADDRESS: stephanie@klnneyandco.com INSURENSI AFFORDING COVERAGE NAICI Pasadena CA 91107 INSURERA: United States Liability Ins Co INSURED INSURER B Go Live Technology,Inc INSURER C 26632 Ve Cuervo INSURER D NSURER E r,1iSBi0n Viejo 92691 INSURER F COVERAGES CERTIFICATE NUMBER: 2019-2020 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. N Poucy LTR TYPE OF INSURANCE JN& POUCYNUMBIER MM10wYYYY) (Matioorffm LIMITS OOMtlEACMLL GENERAL LIABILITY EACn OCCURRENCE S 1,000,DDO CL/tlJSUADE ®OCCUR PREMISES fE.occvrear S 300,000 ME]EXJ( «x Praom $ 10,000 A MTKI5502761 12/15/2019 12/15/2020 PERSONAL SAOV"JURY $ 1000,000 GENTAGGREGATIL.VJTAPPUES PER: GEn EL+LAGGREGATE S 2.000,000 X POLICY ❑PR6 ElJECT LCC PROOIX:iS-COMPgPAGG S oTHElk 1 S AUTOMOBILE UAefUTY COMBINED 'NGLE UMIT 3 1000,000 AAYAUTO BOOBY INJURY(Pair W.) S A AUTOS AUTOS EO MTK75502761 12/152019 12/15/2020 BODILY e URY(Par acoantl $ AUTOS ONLY AUTO$ MIRE) NONgvAED PROP A Ga AUTOS ONLY AUTOS ONLY ,A) S S UMBREJJAUAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CWMSAUDE aGGREWTE f o_c I I PET ;T ONI s S VRIRKERS COMPENS1TIONV PEP OTt+ AND EMPLOYERS UABILITY YIN SrA ER ANY PROPRIETOR.PARTNER; T.CUVE EL EAG ACCIDENT S OFFICERIAEMBEP,EXCLUCEOi NIA (MMMamry N NH) ED kS I FORM E.L Cl=-EA EMPLOYEE S I:Y.I.Oa�uMpr DESCRIPTION OF CPERATIDNB ELCIBEA$E-POUOYJMIT S ERRORS&OMISSIONS By: OCCURRENCE 1.000,000 A CLAIMS MADE MICHAEL E. C ATM 5502761 12/152019 12/15/2020 AGGREGATE 1,000,000 Al0 EY DESCRIPTION OF OPERATwNs l LOGTIONS I VEHICLES(.ACORo tot,Add'Abnal Ramarkr SCMdWa,may w aeacl,ed it man apace u nwbsdl CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CITY OF HUNTINGTON BEACH ACCORDANCE WITH THE POLICY PROVISIONS. 2000 MAIN STREET AUTHORED�REiiiR--��ESe,NTTA�ATIVE HUNTINGTON BEACH CA 92648 c.J l.v�'1'!6 J- 'l-11 j 4G YY ®1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 398 Professional Service Approval Form Request Date 9/24/2020 Requester Name Maese.April Department` INFORMATION SERVICES Project Manager Name' Meese,April PARTS 1 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER,FOR APPROVAL,BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART 1 MUST BE FILED WITH ALL APPROVED CONTRACTS. Briefly provide the purpose for the agreement* Go Live Technology, Inc. is to provide technical staffing services for the CBy,of Huntington Beach's ELM Project. Estimated cost of the services being sought` S 90,000.00 Are sufficient funds available to fund this contract?" !o) Yes O No If no, please explain' Check below how the services will be obtained:' O A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. J MC 3.03.08(b)—Other Interagency Agreement procedure will be utilized. MC 3,03.08—Contract Limits of$30,000 or less exempt procedure will be utilized. O MC 8.61.040(6)(1)—Contract is below simplified acquisition threshold exempt procedure for FEMA/Uniform GuidancefFederal Grant Fundec. Check if applicable for contract provisions: i_' FEfv1ANlJniform Guidance/Federal Grant Funded(please also indicate on RLS) Other Interagency Agreement Attachment* 2020-02-05 Go Live Technology-Enterprise Land Management System Implementation.pdf 727.68KB Is this contract generally described on the list of professional service contracts approved by the City Council?If the answer to this question Ls"No,"the contract will require approval from the City Council.)` v Yes UNo 399 Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): - -- - - ----- ----- --- ------ - ------------ - - ----------- Business Unit. Fiscal Year* Dollar Amount` Description(auto-populates if account number Is Object Code* valid)* 32440217.86100 2020-2021 5 90,000.00 Purchase Software-Capital Approval Department Head Approval Department Head Approver Yang,Peter Date 91242020 Department Head Action* No Action Taken • � Approve Reject Action Notes _ Purchasing Approval Purchasing Approver LINak,Glynis Date 9124/2020 Purchasing Action* _? No Action Taken Approve :.! Reject Action Notes Competitive procurement was conducted by Aliso Viejo. Budget Approval Budget Approver Bubenheim,Serena Date 9282020 Budget Action` No Action Taken m Approve Reject 400 Action Notes CFO Approval CFO Approver Rief,Sunny Date 10V1 Z2020 CFO Action* No Action Taken Approve Reject Action Notes City Manager Approval --------------------------- City Manager Approver Chi, Oliver Date 1011212O2D City Manager Action* No Action Taken Approve Reject Action Notes 401 Professional . • Form PART Il Request Date 10/14/2020 Requester Name' Maese,April Department' INFORMATION SERVICES Project Manager Name' Maese,April PARTS 1 &2 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL.PART 1 B 2 MUST BE FILED WITH ALL APPROVED CONTRACTS. Link to the related Laserfiche form(s) here Name of consultant:' Go Live Technology,Inc. Amount of this contract:' 6 90,000.00 Account Number and Contractual Dollar Amount Business Unit. Fiscal Year' Dollar Amount' Description(auto-populates if account number is Object Code' valid)" 32440217.88100 2020-2021 S 90.000.00 Purchase Software-Capital Were formal written proposals requested from at least three available qualified consultants?' Yes No If no, please explain' Attach a list of consultants from whom proposals were requested(including a contact telephone number.)' List of Consultants.docc 11.94KB Attach Exhibit A,which describes the proposed scope of work.' COHB Go Live Proposal-September 7,2020.pdf 218.68KB Attach Exhibit B,which describes the payment terms of the contract' COHB Go Live Proposal-September 7,2020.pdf 218.68KB 402 Approval Department Head Approval Department Head Approver Yang,Peter Date 1011412020 Department Head Action` No Action Taken Approve D Reject Action Notes Purchasing Approval Purchasing Approver Utvak, Glynis Date .0/14/2020 Purchasing Action' No Action Taken Approve Reject `` t Action Notes Budget Approval ------------------------------------------------------------------------------------ Budget Approver Bubenheim,Serena Date 10/152020 Budget Action' ' No Action Taken Approve Reject Action Notes CFO Approval CFO Approver Rief,Sunny 403 Date 10/15/2020 CFO Action' No Action Taken Approve Reject Action Notes 404 ' City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ %"%iv.huntingtonbeachca.gov F1 ir.roo9." , Office of the City Clerk Robin Estanislau, City Clerk September 14, 2021 Go Live Technology, Inc. Attn: Richard Chenette 26632 Via Cuervo Mission Viejo, CA 92691 Dear Mr. Chenette: Enclosed is a fully executed copy of the "Amendment No. 1 to Professional Services Contract between the City of Huntington Beach and Go Live Technology, Inc. for Technical Staffing Services for City of Huntington Beach's Elm Project" approved by the Huntington Beach City Council on September 7, 2021. Sincerely, Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan • Waitakere, New Zealand PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND GO LIVE TECHNOLOGY, INC. FOR TECHNICAL STAFFING SERVICES FOR CITY OF HUNTINGTON BEACH'S ELM PROJECT THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and , a GO LIVE TECHNOLOGY, INC., hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide technical staffing services for the City of Huntington Beach's ELM Project; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Richard Chenette who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 20-9059/237329 1 of 13 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM: TIME OF PERFORMANCE . Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 6, 2020 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Ninety Thousand Dollars ($90,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 20-9059/237329 2 of 13 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall 20-9059/237329 3 of 13 apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 20-9059/237329 4 of 13 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not 20-9059/237329 5 of 13 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 20-9059/237329 6 of 13 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 20-9059/237329 7 of 13 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Go Live Technology, Inc. ATTN: Travis Hopkins Attn: Richard Chenette 2000 Main Street 26632 Via Cuervo Huntington Beach, CA 92648 Mission Viejo, CA 92691 20-9059/237329 8 of 13 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act 20-9059/237329 9 of 13 contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 20-9059/237329 10 of 13 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, 20-9059/237329 11 of 13 promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 20-9059/237329 12 of 13 CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of GO LIVE TECHNOLOGY, INC. Ca ' rnia By: City Manager INITIATED AND APPROVED: print nam ITS: (circle one)Chai n/Presiden ice President AND Assistant City Manag APPROVED AS TO FORM: By: Lin-- print name City Attorney ko ITS: (circ ne retary/Chief Financial Officer/Asst. Secretary Treasurer Date RECEIVE AND FILE: City Clerk Date 20-9059/237329 13 of 13 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Provide remote Technical Project Staffing services, which may include conference calls, emails, monitoring and updating project activities and correspondence with both the vendor and staff. Provide on-site weekly project meetings, as needed, and provide technical staffing services to client Project team including managing client project team resources, coordinating project activities and reporting project status. Will assist client in the planning, managing, monitoring and execution of this project. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: $135.00 per hour. Total project hours are not to exceed 666 hours unless both parties agree to extend the project timeline. B. Travel. Charges for time during travel are not reimbursable C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit B 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; 13) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. if CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent ....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety 10 29 Effective Date.................................................................................I I Aco® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 111 10/07/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Stephanie Fregosi NAME: Kinney and Company PHONE (800)851-1158 FAX (626)799-7051 AIC No Ext: A/C No): 524 S.Rosemead Blvd. E-MAIL SS: stephanie@kinneyandco.com ADDRE INSURER(S)AFFORDING COVERAGE NAIC# Pasadena CA 91107 INSURERA: United States Liability Ins Co INSURED INSURER B Go Live Technology,Inc. INSURER C: 26632 Via Cuervo INSURER D: INSURER E: Mission Viejo 92691 INSURER F: COVERAGES CERTIFICATE NUMBER: 2019-2020 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDL SUEIR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE I D POLICY NUMBER MM/DD/YYYY MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE N OCCUR PREMISES Ea occurrence $ 300,000 MED EXP(Any one person) $ 10,000 A MTK15502761 12/15/2019 12/15/2020 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED MTK15502761 12/15/2019 12/15/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED Ix NON-OWNED PROPERTY DAMAGE $ AUTOSONLY AUTOS ONLY Peraccident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HEXCESS LIAR HCLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y 1 N STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) AP ED JOE M E.L.DISEASE-EA EMPLOYEE $ If yes,describe under �_ DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ ERRORS&OMISSIONS By: OCCURRENCE 1,000,000 A CLAIMS MADE MIC AE E5502761 12/15/2019 12/15/2020 AGGREGATE 1,000,000 C A NGIGN DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CITY OF HUNTINGTON BEACH ACCORDANCE WITH THE POLICY PROVISIONS. 2000 MAIN STREET AUTHORIZED REPRESENTATIVE PR HUNTINGTON BEACH CA 92648 � !�,©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CITY OF ALISO VIEJO PROFESSIONAL SERVICES AGREEMENT FOR ENTERPRISE LAND MANAGEMENT SYSTEM IMPLEMENTATION 1. PARTIES AND DATE. This Agreement is made and entered into this 5th day of February, 2020, by and between the City of Aliso Viejo, a municipal organization organized under the Iaws of the State of California with its principal place of business at 12 Journey, Suite 100, Aliso Viejo, California 92056 ("City") and GO LIVE TECHNOLOGY, INC, a CORPORATION, with its principal place of business at 26632 Via Cuervo, Mission Viejo, CA 92691 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party"and collectively as"Parties " 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of professional Enterprise Land Management System Implementation consultant services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Enterprise Land Management System Implementation consultant services to public clients,is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Enterprise Land Management System Implementation project("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 31 1 General Scope of Services Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Enterprise Land Management System Implementation consultant services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term The term of this Agreement shall be from July 1, 2019 to June 30, 2022, unless earlier terminated as provided herein Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines 2019-60367 01 100130610656 2 - 1 - 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Suhordinates, Independent Contractor. The Services shall be performed by Consultant or under its supervision Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement City retains Consultant on an independent contractor basis and not as an employee. Consultant shall complete, execute, and submit to City a Request for Taxpayer Identification Number and Certification (IRS FonnW-9) prior to commencement of any Services under this Agreement. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3 2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City,Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel, Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows. Richard Chenette. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract The City Manager hereby designates Isaac Aziz, IT Manager, or his or her designee, as the City's contact for the implementation of the Services hereunder. 2018-e03e7 01100\30610656 2 -2 - Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative Consultant hereby designates Richard Chenette, or his or her designee, to act as its representative for the perfonnance of this Agreement ("Consultant's Representative") Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services tinder this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care, Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the teen of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errois or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project,a threat to the, safety of persons or property, or any employee who fails or refuses to perform the Services in a manlier acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations.ations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 2018-60367,01 100130610656 2 - 3 - 3.2.10 Insurance. 3.2 10.1 Time for Compliance Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Ia addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. 3.2.10.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance. If the existing policies do not meet the Insurance Requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so (a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence"form CG 0001, with minimum limits of at least $1,000,000 per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another, or (3) contain any other exclusion contrary to the Agreement. (b) Automobile Liability Insurance Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1) with minimum limits of$1,000,000 each accident (c) Professional Liability Professional Liability insurance with minimum limits of $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions teiating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis,soil work, etc.) If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3)years from termination or expiration of this Agreement 2018-60367 011000U610b56 2 -4 - (d) Workers' Compensation. Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. 3.2.10.3 Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. (a) The policy or policies of insurance required by Section 3.2.10.2 (a) Commercial General Liability shall be endorsed to provide the following: (1) Additional Insured. The City, ita officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement Additional Insured Endorsements shall not (1) be restricted to "ongoing operations", (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or(4) contain any other exclusions contrary to the Agreement. (2) Cancellation, Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (b) The policy or policies of insurance required by Section 3 2 10.2 (b) Automobile Liability and (c) Professional Liability shall be endorsed to provide the following: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (c) The policy or policies of insurance required by Section 3.2.10.2 (d) Workers' Compensation shall be endorsed to provide the following- (t) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties. 2018-60367 6110000010656 2 -S - (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium 3.2.10.4 Primary and Non-Contributing Insurance. All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. 3.2.10.5 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions. 3.2.10.6 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention. 3.2.10.7 Evidence of Insurance The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. 3.2.10.8 Failure to Maintain Coverage Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement. In the event that the Consultant's operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension. 3.2.10.9 Acceptability of Jnsurers. Each such policy shall be from a company or companies with a current A.M, Best's rating of no less than ANIi and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law 2018-60Y,7 01101% 0610656 2 - 6- 3 2 10 10 Insurance for Subconsultants All Subconsultants shall be included as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant's policies. 3.2.11 Safety Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to. (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries, and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the ratea set forth in Exhibit"C" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred and Twenty-Four Thousand Dollars ($124,000) ("Total Compensation")without written approval of City's IT Manager. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Prevailing Wages. Consultant is aware of(lie requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type; of worker needed to execute the 2018-60367 01 100\306 10656 2 - 7 - Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials,officers,employees and agents free and harmless from an},claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement 3.5.1.1 Grounds for Termination City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination_ If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement Consultant shall be required to provide such document and other information within fifteen(15)days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein,City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Go Live Technology, Inc. 26632 Via Cucrvo Mission Viejo,CA 92691 Attn Richard Chenette 2018-60367 0110OW610656 2 - 9 - City: City of Aliso Viejo 12 Journey, Suite 100 Aliso Viejo,CA 92656 Attn: Isaac Aziz,IT Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (49)hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred,regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data Licensing of Intellectual Pro pert . This Agreement creates a non-exclusive and perpetual license for City to copy, use,modify. reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates,and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk 3.5.3 2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential Consultant shall not use City's name or insignia, photographs of the Project,or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.3.3 Confidential Information The City shall refrain from releasing Consultant's proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Inforniation is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, 2018.60367 o-1 M0001,10656 2 -9 - in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information. 3 5 4 Fraud Policy. Consultant shall provide a copy of the City's Fraud Prevention Policy to each of its employees assigned to perform Services under this Letter of Agreement. Consultant shall submit to the City a statement signed by an authorized representative for Consultant certifying receipt of the City's Fraud Prevention Policy. A finding by the City that any of Consultant's employees have committed fraud against the City or have violated the City's Fraud Prevention Policy shall be grounds for appropriate discipline, up to and including such employee's removal from performance of this Letter of Agreement at City's request and/or termination of this Letter of Agreement. Consultant shall reimburse the City for any costs and expenses associated with fraud against the City. 3.5.5 Cooperation-, Further Acts The Parties shall fully cooperate with one another,and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.7 Indemnification To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers,employees,agents or volunteers. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that tenn is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, 2019-60367 DI I00Q0616656 2 - 10 - which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 3.5.8 Entire Agreement This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.9 Governing Law This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. 3.5.10 Time of Essence. Time is of the essence for each and every piovision of this Agreement. 3.6 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfei, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.9 Construction; References;.Captions, Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any terni referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only,and do not define, limit, augment, or describe the scope, content,or intent of this Agreement_ 3.10 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach,whether of the same or other covenant or condition. No waiver, benefit, privilege,or sen•ice voluntarily given or performed by a Party shall give the other Party any contractual rights by custom,estoppel, or otherwise. 2418-60367 n 1100,30610656 2 - 1 1 - 3.12 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal,or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.14 Prohibited Interests. Consultant maintains and warrants that it has not employed not retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.15 Equal Opportunity Employment Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted 3.16 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Woiker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.17 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.19 Declaration of Political Contributions. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services,or loan made to any member of the City Council within the previous twelve-month period by the Consultant and all of Consultant's employees, including any employce(s) that Consultant intends to assign to perform the Services described in this Agreement. 2ui8-6o36701100006106562 - 12 - 3.20 Subcontracting. 3.20.1 Prior Approval Requited Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making theca subject to all provisions stipulated in this Agreement. (Signatures on following page.] 2018-6030 0110060610656 2 - 13 - IN WITNESS WHEREOF, the parties have exccuted this Professional Services Agreement on this Sth day of February,2020. CITY OF ALISO VI> JO GO LIVE TECHNOLOGY,INC By. By: David Doyle Name:(Z4Jff��� _ City Manager Title: T [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretaiy, AND CORPORATE SEAL OF CONSULTANT REQUIRED] ATTEST: By:_ By: Mitzi Oftiz, WC City Clerk APPROVED AS TO FORM: f'a-' By; �` Sf� p 'w' Best Best R Krieger LLP City Attorney APPROVED AS TO COMPLIANCE WITH BUDGET: O O By Gina T arani Director of Financial Services 2018-60367 0110000610656 2 - 14- CITY OF ALISO VIEJO DECLARATION OF POLITICAL CONTRIBUTIONS Using the space provided below, please list any political contributions of money, in-kind services, or loans made to any member of the City Council within the last twelve (12) months by Consultant and all of Consultant's employees, including any employee(s) that applicant intends to assign to perform the work or services described in this Agreement, To the best of my knowledge, I declare under penalty of perjury that the foregoing is true and was executed at: ll"o te'a City/County/State Date Ga Livo T2cUoo[o4 u . mac _ 7eN e_kNQA aehQ� - - Name Business Print Name Signature NOTE: THIS DECLARATION IS INCLUDED AS PART OF THE AGREEMENT AND MUST BE SIGNED AND ATTACHED HERETO. 2018-60367 01 100\30610656 2 - 15- CITY OF ALISO VIEJO ACKNOWLEDGMENT OF RECEIPT OF FRAUD POLICY I hereby acknowledge that I have received a copy of the City's "Fraud Prevention Policy" dated October 1, 2008. I understand that I am to promptly read its contents and distribute copies to employees assigned to perform Services for the City of Aliso Viejo. To the extent that provisions of this policy conflict with previously issued policies or practices, whether or not such policies and practices were contained in written policies, this policy shall prevail. (70 Name Business Print Name Signature 1 Date 2018-60367 ill 1000O610650 2 - t b - EXHIBIT"A" SCOPE OF SERVICES Consultant shall provide the following scope of services including but is not limited to the following: Enterprise Land Management System Implementation. 1. Land Management a. Building Permits b Planning Applications c. Code Enforcement d Inspection Management e. GIS Integration f. Web Portal for online customer access 2. Asset Management a. Work Order processing b. Remote system Access 3. Technical Requirements a. Hardware—TBD b. Yd Party Software—TBD c. Data conversion---Charles Abbott,Excel spreadsheet d. Data Integration—Tyler Cashiering, Laserfiche, GIS In addition,the Consultants Proposal is included as reference for the scope and schedule of services. Exhibit"C" 60367 01100%30610656 2 A-1 EXHIBIT "B" SCHEDULE OF SERVICES Consultant shall provide services per the schedule delineated in the attached proposal as Exhibit"C". 60367 0110000610656 2 13-l EXHIBIT µC" CONSULTA.N7'PROPOSAL 60367 0110000610656 2 C-1 City of Aliso Viejo Project Management Proposal Enterprise Land & Asset Management Systems Go EVE nCHNOU)GY INC Prepared for Isaac Aziz Information Technology Manager Prepared by Richard Chenette Go Live Technology, Incorporated Proposal Number 802 -C July 1, 2019 Phone: 949-275-293 8 richard@eoliyetechnology.com 0of10 Table of Contents EXECUTIVESUMMARY..............................................................................................................................................................z 1.COMPANY BACKGROUND...................... ...............................................................................................................................2 11SERNCESPRDVDED . . . . . . . . . . . . . . . . .. . . . . .. ..........Z l 2KULx4BERSM|PS.--......— ....... ............. . . ., . .' . . ' . . . . ' ' . . Z 2.CITr'S NEEDS..........................................................................................................................................................................3 Z1 CITY cFAuSoVmo'S NEEDS. . . . . . . ' . — . . . — ----. ... ......... .... ... .....................3 ZJAssumpnomS ------..3 23PeoazScop ' . — .. ' .. ..- -..—. .. ... ....... .......... .................................. ........... ......................................... ........ 4 m.PROPOSED STRATEGY............................................................................................................................................................s 3.z OBJECTIVES...... ........... ............ ------— -----' 5 s2DELIVERABLES. . . . . . ' . . . . . . . . .. . . . s 4'WHY so LIVE TECHNOLOGY,|mc.r.........................................................................................................................................6 4.1 BENEFITS cv OUR PROPOSED PLAN. ' . . . . . . . . . 6 4Z COMPETITIVE ADVANTAGES . . . . . . . 6 43Gu LIVE TECHNOLOGY,|wc RESOURCE . - .. . . . . . . . . . . . ' . ' . . . . . . . . . . . . . . . . 6 s.CONCLUSION..........................................................................................................................................................................r APPENDIXA-'''''''—''-'''—'''-'-''—'—_--'_--''-'-''-'''---'—''-'''---'--''-'-''-'-_9 EXPERIENCE ' — — . . . . . . . . ' . . . . ' . . . . . . . . . . . . u AppsmmIXB...............................................................................................................................................................................e 0 of/u Executive Summary Go Live Technology, Inc. is pleased to present the City of Aliso Viejo with this proposal to provide Project Management services forthe selection and implementation of a new Land and Asset Management systems. We understand the challenges facing municipalities when implementing technology to improve business processes and services. We possess extensive experience managing software projects from both a vendor and a client's perspective. This experience uniquely qualifies Go Live Technology, Inc.to successfully deliver a plan to meet the needs of your city. It is our understanding that the city is looking to implement a new Land and Asset Management systems. This proposal is based on a two project phases and assumes the first phase Asset Management System will begin in May 2020. The total price for all Go Live Technology, Inc. services proposed herein is$124,000.00 and will be invoiced according to the schedule defined in the Payments &Terms section in Appendix B of this proposal. Our unique ability to plan, monitor and manage IT projects combined with our successful track record in delivering project on time and on budget make us an invaluable partner. We look forward to forming a mutually rewarding relationship with the City of Aliso Viejo THIS PROPOSAL IS VALID THROUGH NOVEMBER_15,20.19 1 of 10 I. Company Background Founded in 2006 by Richard Chenette, Go Live Technology, Inc. is a project-based, IT Services Company that has been providing IT Assessments, Project Management, and Application Services to Local Municipalities and Water Districts since 2006. We have extensive experience planning, assessing, implementing and managing the deployment of enterprise wide applications. These include Permitting, Planning, Land Management, Code Enforcement, Business Licensing, Finance, Human Resource, Payroll, Recreation and GIS applications. in addition,we have assisted numerous clients to maximize the capabilities of their existing systems by delivering innovative, cost-effective solutions,which have improved their business processes. Our core business practice is in the planning and managing the selection and implementations of enterprise wide systems. We leverage the knowledge and experience we have acquired working for software development companies to ensure that the expectations of our clients are achieved, and the projects successfully implemented on time and on budget. Our project-based approach is designed to help you extend the capabilities of your existing staff by providing you with specialized skills when and where you need them most. 1.1 SERVICES PROVIDED ❑ System Selection ❑ Needs Assessment ❑ Strategic Planning ❑ Project Management ❑ Application Services ❑ IT Consulting Services u Systems Analysis ❑ GIS Consulting Services 1.2 MEMBERSHIPS ❑ Consultants Link u PMI Project Management Institute Page 2 of 9 2. City's Needs 2.1 City of Aliso Viejo's Needs Go Live Technology, Inc. understands the needs of the city of Aliso Viejo and will successfully guild you through the implementation processes. General Requirements 1. Land Management a. Building Permits b. Planning Applications c. Code Enforcement d. Inspection Management e GIS Integration f. Web Portal for online customer access 2. Asset Management a. Work Order processing b. Remote system Access 3. Technical Requirements a Hardware—TBD b 31 Party Software—TBD c. Data conversion—Charles Abbott, Excel spreadsheet d. Data integration—Tyler Cashiering, Laserfiche, GIS Projected Timeline for Implementation Proposal Submitted Phase 1—Asset Management System Phase 2—Land Management System Start Date Completion Date Start Date Completion Date July 1, 2019 May, 2020 November,2020 June, 2020 July, 2021 2.2 Assumptions This proposal is issued with the following assumptions: I. The City of Aliso Viejo will appoint an onsite project liaison to assist Go Live Technology, Inc. staff with internal correspondence, reserving conference rooms, coordinating project meetings and conference calls. This liaison will act in the capacity of onsite project lead throughout the duration of the project and will be responsible for managing all day to day project activities. 2. Two resources will be assigned to the project from each process area They must be knowledgeable on current systems and have a strong understanding of the internal processes and procedures for their area. Page 3 of 9 3. Project staff will be required to attend project meetings, provide input, participate in system configuration, setup,training,testing activities and perform all project assignments in a timely manner. 4. City will designate a Project Sponsor who will be responsible for overseeing the project, providing support to the project team and ensuring that project resources are secured and allowed time to perform all project duties as expected. 5. The City of Aliso Viejo will assign IT staff to represent the Information Technology department on the Project Team for the entire duration of the project. a. IT staff will configure all hardware (Servers, Firewalls, Routers and Workstations) and software (Operating Systems, Database Servers, Security Suites and VPN Clients)that will be necessary to host and maintain any eventual system. b IT staff will be required to work closely with the technical and support staffs of the eventual vendor chosen in order to resolve deployment and configuration problems, as well as to assist identifying and resolving problems that occur locally as the result of version upgrades or patches issued by the vendor. c. IT staff will also be responsible for identifying, configuring and maintaining system user roles and managing security access requirements for all system users d. IT staff will participate in all project activities,including vendor demos,training,testing and open lab sessions. e. IT staff will be required to download and install updates and patches, as needed, during initial configuration, deployment, testing and once the system is fully operational and live. It will be necessary to access the software in Production,Test and Training environments. f. IT staff will also be required to perform routine backups, restores and maintenance plans on the databases and all hardware/software systems in use for this project. 2.3 Project Scope This project will involve city employees from different departments and therefore, require coordination city wide. The Project Manager will be responsible for or assisting with the following: 1. Working with vendor to create a Project Plan,timeline, resource requirements, etc. 2. Schedule Project Activities 3. Managing project schedule 4. Holding vendor accountable 5. Review and respond to vendor PM status Reports 6. Conducting regular Project Status meeting Page 4 of 9 3. Proposed Strategy 3.1 Objectives Based on our understanding of your present processing needs, Go Live Technology, Inc. believes the following objectives can be achieved: • Make information easily and broadly available to all city staff members • Adopt use of best business practices • Strengthen operational effectiveness and efficiencies 3.2 Strategy Go Live Technology, Inc.will assemble a project team based on subject matter expertise, IT skills and scope. Should we find gaps in any of these areas,the city may need to supplement their staff with outside resources The project team will participate in regularly scheduled project meetings (bi-weekly)to discuss progress and status, review accomplishments and plan next steps. 3.3 Deliverables • Project Plan and Schedule • Resource Plan • Testing Plan • Training Plan • Transition Plan 4. Why Choose Go Live Technology, Inc.? 4.1 Benefits of Our Proposed Plan We believe that Go Live Technology, Inc. offers significant advantages over our competitors: • Proven Hands-on Project Management skills • Domain Expertise • Local vendor • Peace of mind • Fewer Change Orders due to getting it right the first time Page 5 of 9 4.2 Competitive Advantages The following are competitive advantages that distinguish Go Live Technology, Inc.: Company Recognition Go Live Technology, Inc. is recognized.as a leader in Project Management and Software Implementation services. We work effectively in different environments with people of all skill sets to guide our users successfully through both the selection and implementation processes. Go Live has worked with numerous vendors including, Tyler Technology, SunGard, Accela, City View and others. We have experience selecting and implementing Utility Billing, Financial, Land Management, HR and Payroll systems. Expertise&Stability Go Live Technology, Inc. Project Managers combine a common-sense approach to implementations and employs Agile Project Management methodologies to manage their projects. We listen to our clients and guide them through the maze of project decisions that must be made. History of success Go Live Technology, Inc. is dedicated to their clients and their clients to them. Many of our clients call us back time and time again to help them with new projects. 4.3 Go Live Technology, Inc. Richard Chenette, Project Manager 4.4 Success Stories Go Live Technology, Inc. has worked on similar projects in the past and has successfully implemented numerous enterprise applications, including ERP solutions For our complete list of client projects, please see APPENDIX A. Page 6 of 9 Conclusion Go Live Technology, Inc. is confident that our proposed to manage the implementation of your new Land and Asset Management systems that will meet the needs of the city. We understand the journey that you are about to undertake and would love the opportunity be a part of it. We sincerely hope that the City of Aliso Viejo will consider us as a long-term partner. We are available to answer any questions you may have and look forward to discussing this opportunity further. Thank you for your consideration. Sincerely, Richard Chenette President Go Live Technology, Inc. Page 7 of 9 Appendix A Experience Eastern Municipal Water District 2008—Present Description of Services: Provided Project Management Implementation Services for a 1,8M custom Enterprise Application designed to manage and track client's Water and Sewer processes. Initially contract with this client to review their vendor contract and project scope documents. Recommended changes to contract and project scope documents. Hired to oversee project implementation and provide mentorship of District Project Lead. City of Yucaipa 2007—Present Description of Services- Implemented Land Management system used by Planning,Code Enforcement,and Permitting Provided project management, consulting and application support services Establish internal application support protocol for documenting, reporting and tracking application support issues internally for the city Managed the implementation of a web portal application allowing citizen to submit permits online and gain project status from their home or office. City of Diamond Bar 2006—Present Description of Services- Provided Needs Assessments, Product Evaluations, Project Management and IT Consulting Services for major enterprise software implementation. Responsibilities included planning,scheduling and managing city resources while containing costs Oversaw and coordinated all integration work including product testing from multiple vendor applications. Implementing Project Management procedures used by the IS department. City of Huntington Beach 2011—Present Description of Services- Provided Needs Assessments, Product Evaluations, Project Management and IT Consulting Services for major enterprise software implementation. Responsibilities included planning,scheduling and managing city resources while containing costs Oversaw and coordinated all integration work including product testing from multiple vendor applications Implemented: Utility Billing Systems,Land Management system with over 250 users Page 8 of 9 Appendix B Payments &Terms due upon receipt Cost estimate breakdown, Land Management System 70,600.00 Asset Management System 31,500.00 GIS Layer Assistance 11,000.00 Data Conversion Assistance 11,000.00 Total 124,000.00 Note Total project cost to be prorated monthly,based on the estimated 24-month implementation. Once the actual agreed upon timeline is defined in the SOW(shortened of lengthen)the payment schedule will be adjusted accordingly but the total project cost will remain the same Also,should the agency or vendor extend the project scope or timeline, a change order will be submitted to extend our services Payment Schedule Milestone Payment Milestone Invoiced 1 953846 Month 1 2 953846 Month 2 3 953846 Month 3 4 953846 Month 4 S 953846 Month 5 6 953846 Month 6 7 953846 Month 7 8 953846 Month 8 9 953846 Month 9 10 953846 Month 10 11 953846 Month 11 12 953847 Month 12 13 953847 Month 13 $124,000.00 Total Project Cost Page 9 of 9 ApprovalProfessional Service Request Date 9/24/2020 Requester Name Maese,April Department* INFORMATION SERVICES Project Manager Name* Maese,April PARTS 1 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER,FOR APPROVAL,BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS.PART 1 MUST BE FILED WITH ALL APPROVED CONTRACTS. Briefly provide the purpose for the agreement* Go Live Technology, Inc. is to provide technical staffing services for the City of Huntington Beach's ELM Project. Estimated cost of the services being sought* $ 90,000.00 Are sufficient funds available to fund this contract?* - Yes => No If no,please explain* Check below how the services will be obtained:* A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. e; MC 3.03.08(b)—Other Interagency Agreement procedure will be utilized. MC 3.03.08—Contract Limits of$30,000 or less exempt procedure will be utilized. :`. MC 8.61.040(B)(1)—Contract is below simplified acquisition threshold exempt procedure for FEMA/Uniform Guidance/Federal Grant Funded. Check if applicable for contract provisions: FEMA/Uniform Guidance/Federal Grant Funded(please also indicate on RLS) Other Interagency Agreement Attachment* 2020-02-05 Go Live Technology-Enterprise Land Management 727.68KB System Implementation.pdf Is this contract generally described on the list of professional service contracts approved by the City Council?If the answer to this question is"No,"the contract will require approval from the City Council.)* Yes ; > No Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the Object code level): Business Unit. Fiscal Year* Dollar Amount* Description(auto-populates if account number is Object Code* valid)* 32440217.86100 2020-2021 $ 90.000.00 Purchase Software-Capital Approval Department Head Approval Department Head Approver Yang,Peter Date 9/24/2020 Department Head Action* No Action Taken Approve Reject Action Notes Purchasing Approval Purchasing Approver Litvak,Glynis Date I 9/24/2020 Purchasing Action* No Action Taken Approve Reject Action Notes Competitive procurement was conducted by Aliso Viejo. Budget Approval Budget Approver Bubenheim,Serena Date 9/28/2020 Budget Action* i No Action Taken Approve Reject i Action Notes CFO Approval CFO Approver Rief;Sunny Date 10/12/2020 CFO Action* No Action Taken Approve Reject Action Notes City Manager Approval City Manager Approver Chi,Oliver Date 10/12/2020 City Manager Action* No Action Taken Approve Reject Action Notes Professional Approval Form PART Request Date 10/14/2020 Requester Name* Maese,April Department* INFORMATION SERVICES Project Manager Name* Maese,April PARTS 1 &2 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL.PART 1&2 MUST BE FILED WITH ALL APPROVED CONTRACTS. Link to the related Laserfiche form(s)here Name of consultant:* Go Live Technology, Inc. Amount of this contract: $ 90,000.00 Account Number and Contractual Dollar Amount Business Unit. Fiscal Year* Dollar Amount* Description(auto-populates if account number is Object Code* valid)* 32440217.86100 2020-2021 $ 90,000.00 Purchase Software-Capital Were formal written proposals requested from at least three available qualified consultants?* Yes poi No If no,please explain* 3 Attach a list of consultants from whom proposals were requested(including a contact telephone number.)* List of Consultants.docx 11.94KB Attach Exhibit A,which describes the proposed scope of work.* COHB Go Live Proposal-September 7,2020.pdf 218.68KB Attach Exhibit B,which describes the payment terms of the contract.* COHB Go Live Proposal-September 7,2020.pdf 21&68KB Approval Department Head Approval Department Head Approver Yang,Peter Date 10/14/2020 Department Head Action* No Action Taken Approve Reject Action Notes Purchasing Approval Purchasing Approver Litvak,Glynis Date 10/14/2020 Purchasing Action* No Action Taken Approve Reject Action Notes Budget Approval Budget Approver Bubenheim,Serena Date 10/15/2020 I Budget Action* No Action Taken M) Approve Reject Action Notes CFO Approval CFO Approver Rief,Sunny i Date 10/15/2020 CFO Action* No Action Taken Approve Reject Action Notes