HomeMy WebLinkAboutGo Live Technology, Inc. - 2021-03-15 PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
GO LIVE TECHNOLOGY, INC.
FOR
ACCELA FIELP CENTER SUPPORT
THIS AGREENMENf ("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 Go Live Technology, Inc., a California Corporation hereinafter referred to as
"CONSULTANT."
WHEREAS. CITY desires to engage the services of a consultant to provide support staff
to manage and resolve Accela related issues; and
Pursuant to documentation on file in the office of- the City Clerk, the provisions of- the
Huntington Beach Iunicipal Code, Chapter 3.0, 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.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
21-9373Q47816agree/st,rl'nct/professional ss'cs to S49
05/19-204132 1 of12
3. TERM: TIME OF PERI OKMr\NCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on March 15 , 2021 (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 three (3) years 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 Twenty Nine Thousand Seven Hundred Ninety Eight Dollars ($29,798).
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 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."
21-9373/2478I 6agrce/surl'ncJprofcssional sues to$49
05119-204132 2 of 12
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 CONSULTANTS counsel. This indemnity shall 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:
21-9378f147816agrcclsurfncdprufessional secs to$49
05/19-204132 3 of 12
"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.
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
21.9378247816agreelsurfncdprofessional Svcs to S19
05/19-204132 4 of 12
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 affect 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;
21-93782i7816agree/surfnel/profess ion al sves to S19
05/19.204132 5 of 12
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.
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
Alt 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
21-9378l147816agree/surfnet/professional sm 10 S49
05/19-204132 6 of 12
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.
14. COPYRIGI-ITS/1'A-I-I-N-I'S
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
Amy 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.
21-9378047816agree/surfnet/professionnl secs to$49
05/19-204132 7 of 12
CITY and CONSULTANT may designate different addresses to which subsequent notices,
certificates or other communications will be sent by notifving 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
richard nagolivetechnology.com
Phone: 949-275-2938
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 I-II-ADINGS
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
21-93781247816agrcc/surlhcUprofessional secs to$49
05/19-204132 8 of 12
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent
upon any other unless so expressly provided here. As used in this Agreement, the masculine or
neuter gender and singular or plural number shall be deemed to include the other whenever the
context so indicates or requires. Nothing contained herein shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict between any provision
contained herein and any present or future statute, law, ordinance or regulation contrary to which
the parties have no right to contract, then the latter shall prevail, and the provision of this
Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to
bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed in original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the provisions of the
United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment o1 any
subcontractor work involving legal services. and that such legal services are expressly outside the
2 1-93 73/24 7 3 1 Gagree/surfna/professional$\Ts to S79
05/19-204132 9 of 12
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.
24. AT"I'ORNEY'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
21-9378P47816agree/surfineUpro Cession al Svcs to S19
05/19-204132 10 of 12
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, 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 shalt expire when tenninated as provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
21-9378l247316agrecRurfnct/professional sses to$49
05119-204132 11 of 12
CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
Go Live Technology, Inc. California
By:_ LQ�L&
Director/Chief
R,o%..,k.�k Ctiay.� ( oHBMC§3.03.100)
Print^wm
M: (C'^r1e aw)clwm' r ice Prepdew APPROVED AS TO FORM:
AND
By:� �l
'Rat City Attom#yy
prim rune Date
<v"r "am)Secretory/Chief Firw,eid orroerrAsx.
e reaarer RECEIVE AND FILE:
City Clerk T
Date
COUNTERPART
21-93W?47916yreMwrfocVpm1=iwW sr ro$49
05119-204132 12 of 12
CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
Go Live Technology, Inc. California
By: O-P---Ge-
4J7: j4p. �/ Director/Chief
(Pursua oHBMC§3.03.100)
print name
ITS: (circle one)Chairtnan/President/Vice President APPROVED AS TO FORM:
AND
By:
eat City Attorn
print name Date 3 ' `{ —1k
ITS: (circle one)Secretary/Chief Financial Officer/Asst.
Secretary-Treasurer RECEIVE AND FILE:
City Clerk
Date
COUNTERPART
21.93781247816apee/surfnet/professional Svcs to$49
05/19.204132 12 of 12
EXHIBIT "A"
Go-Live Proposal Dated March 7, 2021
EXHIBIT A
Exhibit A
GO LI1V//E TECHNOLOGY, INC.
City of Huntington Beach
Managed Services Proposal
Accela Help Center Support
Proposal Number 956b
Prepared for
Travis Hopkins
City of Huntington Beach
Prepared by
Richard Chenette
Go Live Technology, Inc.
March 7, 2021
Phone:949-275-2938
Richard@golivetechnology.com
Exhibit A
Summary
Go Live Technology, Inc. (Service Provider) is pleased to present this proposal to the City of Huntington
Beach for Managed Services; providing support staff to manage and resolve Accela related login issues
submitted thru the on-line Citizen Access web portal and/or by phone. All other department specific
questions regarding permits, inspections, fees, etc. as well as any advanced IT technical issues will be
escalated to the appropriate department within the City for resolution.
Go Live Technology's team will act as the initial point of contact for all Accela login issues thus allowing
department staff to focus on their business processes. With the expected increase in call volume, due to
the launching of the new Accela Land Management system and the fact that many departments are
already working with limited staffing, we believe that this service will be invaluable in keeping staff focused
on their main tasks while continuing to provide outstanding customer service to the City's constituents.
We have assembled a support team that will be trained and ready to perform these services within 14 days
of signing this agreement. With the Accela go live scheduled for Tuesday March 15th, we would need a
commitment from the City by Monday, March 1, 2021 to allow us time to train and deploy resources by the
go live date.
The following outlines the scope of work required to maintain and support these services and the price
quotation for this effort.
This proposal is valid through March 1, 2021
Scope of Work
Application Service Type Scope includes:
Accela Help Desk Support Provide email and phone support for all incoming ACA login
related service request
Provide basic web site navigation assistance
Provide outstanding customer service
Triaging and escalation of Department specific application and
technical issues to the appropriate departments
1
Exhibit A
Service Level Agreement
See - Exhibit A
Assumptions
• City to provide Service Provider with the tools required to remotely connect to the City's network to
efficiently resolve and/or escalate issues.
• City to provide an IT resource to work with Service Provider to refine process and automate where
possible.
• City to work with Service Provider to reconfigure the City's Automated Attend System to help
optimize the new support process.
• City to provide IT support to Service Provider in a reasonable timeframe.
• Agreement is based on a fixed 45 hours per week. (M-F 8:00am to 5:00pm)
• Additional Hours of support can be extended for a nominal fee.
o For example: support hours could be extended up to 10:00pm or weekend hours added when
the public might be more likely to be accessing the system.
• Proposal cost is estimated based on information available at this time. Should the volume of support
calls exceed our estimates or the scope of work changes, we reserve the right to adjust this
agreement accordingly.
Compensation Total Monthly Service Amount: $14,899.
PAYMENT TERMS
• Initial invoice due at agreement signing.
• Agreement requires a 2-month prepaid commitment for services minus a $5,000 retention to be held
until completion of services.
• 15-day notice is required for termination of services with a minimum of two-month service.
• Invoiced monthly with payment due upon receipt.
2
Exhibit A
EXHIBIT A
Service Level Agreement (SLA)
City of Huntington Beach
Effective Date: 03-01-2021
Version
Version Date Description Author
1.0 03-01-2021 Service Level Agreement Richard Chenette
Approval
(By signing below, all Approvers agree to all terms and conditions outlined in this Agreement.)
Approvers Role Signed Approval Date
Go Live Technology, Service Richard Chenette 2/22/21
Inc. Provider
City of Huntington Customer
Beach
3
Exhibit A
Table of Contents
1. AGREEMENT OVERVIEW.............................................................................I...................5
2. GOALS & OBJECTIVES.....................................................................................................5
3. STAKEHOLDERS..............................................................................................................5
4. PERIODIC REVIEW ..........................................................................................................5
S. SERVICE AGREEMENT.....................................................................................................6
5.1. SERVICE SCOPE.................................................................................................................... 6
5.2. CUSTOMER REQUIREMENTS ................................................................................................... 6
5.3. SERVICE PROVIDER REQUIREMENTS......................................................................................... 6
5.4. SERVICE ASSUMPTIONS ......................................................................................................... 6
5.5. TERMINATION...........................................................................................................6
6. SERVICE MANAGEMENT.................................................................................................7
6.1. SERVICE AVAILABILITY........................................................................................................... 7
6.2. SERVICE REQUESTS............................................................................................................... 7
4
Exhibit A
1. Agreement Overview
This Agreement represents a Service Level Agreement ("SLA" or "Agreement') between Go Live
Technology, Inc., and the City of Huntington Beach for the provisioning of Managed Services to provide
staffing resources to support to the City's Accela Help Desk Center.
This Agreement remains valid until superseded by a revised agreement mutually endorsed by the
stakeholders. This Agreement outlines the parameters of all services covered as they are mutually
understood by the primary stakeholders. This Agreement does not supersede current processes and
procedures unless explicitly stated herein.
2. Goals & Objectives
The purpose of this Agreement is to ensure that the proper elements and commitments are in place to
provide Accela Help Desk support and delivery to the Customer(s) by the Service Provider(s).
The goal of this Agreement is to obtain mutual agreement for Help Desk Support service provision
between the Service Provider(s) and Customer(s).
The objectives of this Agreement are to:
Provide clear reference to service ownership, accountability, roles and/or responsibilities.
• Present a clear, concise, and measurable description of service provision to the customer.
• Match perceptions of expected service provision with actual service support & delivery.
3. Stakeholders
The following Service Provider(s) and Customer(s) will be used as the basis of the Agreement and
represent the primary stakeholders associated with this SLA:
IT Service Provider(s): Go Live Technology, Inc. ("Provider")
Customer(s): City of Huntington Beach ("Customer")
4. Periodic Review
This Agreement is valid from the Effective Date outlined herein and is valid until further notice. This
Agreement should be reviewed at a minimum once per fiscal year; however, in lieu of a review during
any period specified, the current Agreement will remain in effect.
The Business Relationship Manager ("Document Owner") is responsible for facilitating regular reviews
of this document. Contents of this document may be amended as required, provided mutual agreement
is obtained from the primary stakeholders and communicated to all affected parties. The Document
Owner will incorporate all subsequent revisions and obtain mutual agreements/ approvals as required.
5
Business Relationship Manager: Go Live Technology, Inc.
Review Period:Annually(12 months)
Previous Review Date:
Next Review Date:
5. Service Agreement
The following detailed service parameters are the responsibility of the Service Provider in the ongoing
support of this Agreement.
5.1. Service Scope
The following Services are covered by this Agreement.
o Telephone support
o Monitored email support.
o Remote assistance using Remote Desktop and a Virtual Private Network where available.
o Planned or Emergency Onsite assistance (extra costs apply)
5.2. Customer Requirements
Customer responsibilities and/or requirements in support of this Agreement include:
• Payment for all support costs at the agreed interval.
• Reasonable availability of customer representative(s)when resolving a service-related
incident or request.
5.3. Service Provider Requirements
Service Provider responsibilities and/or requirements in support of this Agreement include:
• Meeting response times associated with service-related incidents.
• Appropriate notification to Customer for all scheduled maintenance.
5.4. Service Assumptions
Assumptions related to in-scope services and/or components include:
• Changes to services will be communicated and documented to all stakeholders.
5.5. Termination
• Either party has the right to terminate part or all of the agreement, with or without cause,
upon a (15) day written notice to the other party once the initial 2-month period has
ended. Upon receipt of said notice, the Services Provider shall immediately cease all work
6
under this agreement, unless the notice provides otherwise. After the initial 2-month
period, Customer has the right to suspends or terminates a portion of this Agreement, such
suspension or termination shall not make void or invalidate the remainder of this
Agreement.
6. Service Management
Effective support of in-scope services is a result of maintaining consistent service levels. The following
sections provide relevant details on service availability, monitoring of in-scope services and related
components.
6.1. Service Availability
Coverage parameters specific to the service(s) covered in this Agreement are as follows:
• Telephone support: 8:00 A.M.to 5:00 P.M. Monday—Friday
o Calls received out of office hours will be forwarded to a mobile phone and best
efforts will be made to answer the call by the next working day
• Email support: Monitored 8:00 A.M.to 5:00 P.M. Monday—Friday
o Emails received outside of office hours will be collected, however no action can be
guaranteed until the next working day.
Note: If desired, we offer extended hours including weekend service for an additional fee.
6.2. Service Requests
In support of services outlined in this Agreement,the Service Provider will respond to service-related
incidents and/or requests submitted by the Customer within the following time frames:
0-4 hours (during business hours) for issues classified as High priority.
• Within 24 hours for issues classified as Medium priority.
Within 48 hours for issues classified as Low priority.
Remote assistance will be provided in-line with the above timescales dependent on the priority of
the support request.
Service Provider and Customer agree to use the City's existing email distribution groups for
communication and ticket escalation. Call routing and remote system access specifics will need to
be worked out and may require the City to purchase additional user licenses so that the Services
Provider can utilize the City's preferred tools.
7
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourlv Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule:
Compensation Total Monthly Service Amount: $14,899.
PAYMENT TERMS
• Initial invoice due at agreement signing.
• Agreement requires a 2-month prepaid commitment for services minus a$5,000 retention to be held
until completion of services.
• 15-day notice is required for termination of services with a minimum of two-month service.
• Invoiced monthly with payment due upon receipt.
B. Travel Charges for time during travel are not reimbursable.
C. Billing
1. All billing shall be done monthlv 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.
?. 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 CONSULTANI-'s firm that
the work has been performed in accordance with the provisions of this
Agreement; and
I
Exhibit B
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.
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)
I. 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 anv such product.
CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CI'-
Y 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 ofCONSULTANT'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
perfonmance of the remainder of this Agreement.
Exhibit B
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
GO LIVE TECHNOLOGY. INC.
FOR
ACCELA HELP CENTER SUPPORT
"Fable of Contents
IScope of Services................................................................................................................ I
2 Citv Staff Assistance...........................................................................................................2
3 Tcnn; Time of Perforntance................................................................................................2
4 Compensation......................................................................................................................2
5 I-xtra Work..........................................................................................................................2
6 Method of Payment............................................................................................................. 3
7 Disposition of Plans, Estimates and Other Documents.......................................................3
8 Hold Harmless..................................................................................................................... .
9 Professional Liabilitv Insurance ..............................................................................4
10 Certificate of Insurance ....................................................................................................... 5
II 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 I-leadings................................................................................................................. 8
20 Interpretation of this Agreement ......................................................................................... 8
21 Duplicate Original...............................................................................................................9
22 Immigration..........................................................................................................................9
23 Legal Services Subcontracting Prohibited ...........................................................................9
24 Attorney's Fees-I.........................................................-....................................................... 10
25 Survival ................................................................................................................................ 10
26 Governing Law..................................................................................................................... 10
27 Signatories............................................................................................................................ 10
28 Entiretv................................................................................................................................. 10
29 Effective Date.................................................................................I 1
ACC)RbP CERTIFICATE OF LIABILITY INSURANCEII I uA033(V202�1 n
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 cortifleate holder Is an ADDITIONAL INSURED,the pollcyflos)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 nor confer rights to the certlflcate holder In lieu of such endorsement's).
PRODUCER CONTACT NAME: Stephanie Fregesl
Kinney am Company PHONE rt (g00)857-H 58 FAX 1
uc Na: (828)7B&7051
524 S.Rosemead Blvd. A1X1Ress: stephanie�kinnEyandco.com
INSURER(S)AFFORUING COVERAGE NAIC•
Pasadena CA 91107 msUHERA: UNITED STAIES LIABILITY INSURANCE COMPANY
INSURED
INSURER tl
Go Live TernnOkpy,Inc.. INSURER C
21703 Ocean Vmta#302 INSURER D
INSURER E
Laguna Beach CA 92851 INSURER F:
COVERAGES CERTIFICATE NUMBER: 2020-2021 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED OELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD
INDICATED. NOPMTHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WRIT RESPECT TO WHICH THIS
CER HFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED I HEREIN IS SUBJECT TO ALL DIE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN RECUCED BY PAID CLAIMS.
LTR TYPE OF INSURANCE qp POLICYNUMBER MIYOOYYri MWUOTlYInr LIMITS
x COMMERCWL GENE I-LbUtHIJ1Y EAC110CCURRENCE f 1000.000
CI IIA S MADE OCCUR PREMISES EA occur, u 5 300,000
NED EXP ". 3 10,000
A M7 KT 550276J 12JIS/2020 12)1612021 PQ350a1-A ADV WURY $ 1000,000
DENT.AGGREGA I E OMIT APPLIES PER: GENERALAGGREGATE E 2.000,000
pal" ❑INO ❑ LOC PRODUCTS*COMPAOPAGC f
reel
OTHER: 3
AUTOMOBILE DA&DTY COMBINED
INEED SNO4 F.LMIT s 1,000,ODO
ANYAUTO &ICILY INJURY Leer Pasant f
A OWNED sr�lEanEoIC
MTK1550276J 12/152020 12/152021 aaw.Y INIIIRY(PAr as ,) f
AUTOS ONLY AvrCS APPROVED AS TO FORM
HIRED NON-Ovv.MED P DAMAGE 3
AUTOS ONLY x AUTOS ONLY
f
UMREIln IJAD OCCURCHAEL E.GATES EACH OCCURRENCE f
EXCESS LIAR CLIIMBMAOECITY ATTORNEY A[M1RFC.ATE f
DED RETENTION 3 f I
WORKERS COMPENSATION P w
AND EMPLOYERS WseILITY 'TATUic FA
N
ANYPROPNIETORNARTNEWEXECUIIVE ❑ NIA EL EArH ACCIDENT E
OFFK:ERI EXCLUDEDY
(ManYaror,ry I NH)NH) EL dSFwfiE-EA EMPLOYEE f �
DESCR
IPTION
OF i
DESCRIN OPERAIIUVS bbw E L pSEASE-POLICY DXJi S
EACH CLAIM E1.000,000-i
A CLAIMS MADEISSIONS( MTKI550276J 12IIS2020 12/15/2021 EACH AGGREGATE 1000,000
DESCRaa11pN OF OPERATIONS/LOCATIONS 1 VEHICLES(ACORD 1E1,AYYIUwMI Wmarka$aNeaulA,may M aYaclMa Y man apace la rp,Y,ee)
I
i
1
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN j
CIIY OF HUNIINGTON BEACHACCORDANCE WITH THE POLICY PROVISIONS. I
20DO MAIN STREET
AU IHOH REPRESENTATIVE
HUN'TINGION BEACH CA 926,18 1
®1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 26(2016103) The ACORD name and logo are registered marks of ACORD
i
i