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AG 15-001I I RETURN TO: Thomas Fichtner EXT: 2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING 2. ORIGINATING 4. TYPE ❑ CONTRACTOR ❑ PUBLIC ❑ PROFESSIONAL ❑ GOODS ❑ REAL ❑ ORDINANCE D CONTRACT ❑ OTHER 5. PROJECT 6. NAME 7. EXHIBITS 8. TERM: 9. TOTAL REIMBURSABLE IS SALES CITY 0 PURCHASING: 10. DOCUMENT ❑ PROJECT ❑ DIRECTOR ❑ RISK LAW 11. COUNCIL 12. CONTRACT fiENT ❑ ATTACH: ❑ LAW ❑ CHIEF IX SIGNATORY ❑ CITY ❑ ASSIGNED 0 SIGNED COMMENTS: DEPT./DIV: Information Technology STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP OF DOCUMENT (CHECK ONE): SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ESTATE DOCUMENT 0 SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION AMENDMENT (AG #): 15 -001 ❑ INTERLOCAL NAME: AMANDA System Upgrade - Amendment 1 OF CONTRACTOR: CSDC Systems, Inc. ADDRESS: 1999 Bryan St., Ste. 900 TELEPHONE 888 -661 -1933 x159 E -MAIL: m.pasin@csdcsystems.com FAX: 877- 661 -6175 SIGNATURE NAME: TITLE AND ATTACHMENTS: © SCOPE, WORK OR SERVICES I COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES I PRIOR CONTRACT /AMENDMENTS COMMENCEMENT DATE: 1/2/2015 COMPLETION DATE: 12/31/2016 COMPENSATION $ 105,667.50 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) EXPENSE: II YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 6,000.00 TAX OWED A YES ❑ NO IF YES, $ 7,866.00 PAID BY: ❑ CONTRACTOR O PLEASE CHARGE TO: 502 - 1100 - 046- 518 -88 -643 /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED MANAGER MANAGEMENT (IF APPLICABLE) &'Q.P. 2110 0 APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 2 COUNCIL APPROVAL DATE: YtA 6 SIGNATURE ROUTING / i/� Q/1 TO VENDOR/CONTRACTOR DATE SENT: 3 I l6 DATE RECD: SIGNATURE AUTHORITY, INSURANCE CERTIFICAT , LICENSES, EXHIBITS INITIAL / DATE SI9NEID DEPARTMENT 1110 I l r , OF STAFF (MAYOR OR DIRECTOR) CLERK 4 , 0u AG# /5-001 Pt- COPY RETURNED DATE SENT: y-25- /(0 11/9 COUNCIL MEETING DATE: March 1, 2016 CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL ITEM #: SUBJECT: AMANDA SYSTEM UPGRADE CONTRACT AMENDMENT POLICY QUESTION: Should Council approve the contract amendment for the existing Goods and Services Agreement with CSDC Systems, Inc. for the upgrade of the City's AMANDA permitting system? COMMITTEE: FEDRAC MEETING DATE: February 23, 2016 CATEGORY: ® Consent ❑ City Council Business ❑ Ordinance ❑ Resolution ❑ Public Hearing ❑ Other STAFF REPORT BY: Thomas Fichtner, Information Technology Manager DEPT: Information Technology Attachments: 1. Amendment No. 1 to Goods and Services Agreement for AMANDA System Upgrade. 2. Original Goods and Services Agreement for AMANDA System Upgrade Summary/Background: The City is undergoing a major upgrade to the AMANDA permitting system. This upgrade not only updates the software, but it also adding new features, as well as fixing and "refitting" the workflow and back -end processes of the system. After the project began, the vendor and staff uncovered additional work that was now included in the original agreement. This agreement amends the contract to include the additional work required for a successful upgrade. The original budget for this project was estimated at $105,000, this amendment brings the total amount to $105,667.50, which the additional $667.50 will be covered by savings in the IT Department adopted budget. Due to anticipated completion in 2015, the project balance of $48,000, is pending 2016 carry - forward approval during the first budget adjustment in 2016. Options Considered: 1. Approve the Mayor's recommendation and forward to Council Consent Agenda on March 1, 2016. 2. Deny approval of the Mayor's recommendation and provide staff with further direction. MAYOR'S RECOMMENDATION: Mayor recommends the approval of Amendment No. 1 to the Goods and Services Agreement wick CSDC Systems, Inc. for the AMANDA System Upgrade. MAYOR APPROVAL: CHIEF OF STAFF: Initial/Date /Jto In' :1 P ate oP GDIRECTOR APPROVAL: le COMMITTEE RECOMMENDATION: I move to forward the proposed Agreement to the March 1, 2016 consent agenda for approval. Committee Chair t Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of Amendment No. 1 to the Goods and Services Agreement with CSDC Systems, Inc. for the AMANDA System Upgrade, with a total compensation of $105,667.50, and authorize the Mayor to sign said agreement." (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) UNCIL ACTIO APPROVE ry 3/i / •1& ❑ DENIED ❑ TABLED/DEFERRED/NO ACTION ❑ MOVED TO SECOND READING (ordinances only) REVISED - 1/2015 COUNCIL BILL # 1ST reading Enactment reading ORDINANCE # RESOLUTION # CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 ww w cit offederalwny. com AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR AMANDA SYSTEM UPGRADE This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and CSDC Systems, Inc., a Delaware corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for AMANDA System Upgrade ( "Agreement ") dated effective January 2, 2015, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2016 ( "Amended Term "). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A -1 attached hereto and incorporated by this reference ( "Additional Services "). 3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B -1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] A MPNDMF.NT 1 1/2015 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 ww. cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: ATTEST: iv /L' .i Yy • lerk, Stephanie Courtn DATE: V/POZer APPROVED AS TO FORM: City Attorney, Amy Jo Pearsall CSDC Systems, Inc. By: Printed Name: Satish Ranganathan Title: Director, Finance & Admin DATE: MR-ft kC : RAD \� PROVINCE OF Z.)isc ) ) ss. CITY OF WsSI ss -AC.s 6-0 ) On this day personally appeared before me S Pv k s , tai of _ that ....executed-the-foregoing in r_um ri _ an sl�xavu a ed the saidinstrament-to-be- the -- free- and-voluntary- act -an -deed-oPsaid-corporation 'or- tioned;and- on -eath sta edthathe/ she_ was_ authorized -taexecute - said - instrument and -that the seaLafiixedrifany; is- the- corporateseal of said.eorporation. S. GIVEN my hand and official seal this <3o day of nn , 201 fA Notary's signature "^'- i4.4k aaql 6. Notary's printed name Notary Public in and for the PRao 1 race OF ON-r -Kio My commission expires PG f, •‘ m-. EN -v Attestation / Witness Only No Legal Advice Sought or Provided AMENDMENT CU vv-YVX S10i -4 Suman Umesh Abuja A Notary Public For The Province of Ontario - 2 1/2015 4.4 Federal Way CITY HALL 33325 8th Avenue South Federal way, WA 98003 -6325 (253) 835 -7000 www cttyoffederetwgycam EXHIBIT A -1 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: 1. Additional re -work of existing folders for AMANDA 6. The testing phase of this project uncovered some bugs that existed in the City's current AMANDA 4 system. Fixing these bugs was not included in the original Scope of Work; however it was determined by the City and the Contractor that is in the best interest of the project to fix these bugs prior to Go -Live on AMANDA 6. The Contractor has completed these services prior to this Amendment. 2. Merge Documents; convert and make the necessary formatting, style and programming changes, for the City's current AMANDA 4 merge documents to function properly on AMANDA 6. 3. Refit/rebuild of Use Process (UP) 5 and UP 6 folders. This was requested per the original contract, however, after the project began, it was determined by the Contractor that both UP folders 5 & 6 were not functioning well enough under AMANDA 4 to "refit" them, instead it is necessary to "rebuild" the folders from the ground up. 4. Modify (4) of the City's existing Crystal Reports to work properly on AMANDA 6. This replacing the existing Exhibit "A ", items 5 & 6 under "Professional Services Provided by the Contractor." AMENDMENT 3 1/2015 fey ederal ay EXHIBIT B -1 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cutyoffederaMray c©m 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed Seven Thousand Seven Hundred and 00 /100 Dollars ($7,700.00). The total amount payable to the Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Ninety -Six Thousand Five Hundred and 00 /100 Dollars ($96,500.00). The City will pay Washington State Sales and Use Tax estimated at Nine Thousand One Hundred Sixty Seven and 50/100 Dollars ($9,167.50) for a total of One Hundred Five Thousand Six Hundred Sixty -Seven and 50 /100 Dollars ($105,667.50). 2. Method of Compensation: Payment Milestones — Contractor will invoice the City on the Milestones listed below for the corresponding amount of each Milestone. The following milestone table will replace the table listed in the previous agreement. This table shows the status to date: Milestone # Description Invoice Costs 1 a AMANDA Public Portal Production Server $15,000 lb AMANDA Enterprise Authentication Adapter $5,000 lc AMANDA SmartGuide Designer License $2,000 2 Completion of software installation $20,000 3 Completion of configuration $15,000 4 Completion of UAT (pre -Portal go -live) $12,000 5 Completion of additional folder rework $5,000 6 Completion merge documents $2,700 7 Completion of UP 5 and UP 6 folder refit/rebuild (original project contingency amount, agreed to use for this purpose) $10,800 8 Completion of UAT (after Portal go -live) $3,000 Total $90,500 *Payment of milestone 1 a, 1 b, and 1 c will be paid upon receipt of software and invoice within 2014 calendar year. Payment of milestones 2, 3, and 4 will be paid on or after 3/31/2015. This is due to the City's budgeting process to be adjusted in early 2015. Reimbursable Expenses — not modified from previous agreement of $6,000.00 to cover reimbursable expenses for the entire contract including all amendments. AMENDMENT - 4 1/2015 RETURN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT./DIV: Information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT N GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ` ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: AMANDA SYSTEM UPGRADE 6. NAME OF CONTRACTOR: CSDC Systems, Inc. ADDRESS: 1999 Bryan St., Ste. 900 TELEPHONE 888 -661 -1933 x159 E -MAIL: m.pasin @csdcsystems.com FAX: 877- 661 -6175 SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: © SCOPE, WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 12/31/2015 9. TOTAL COMPENSATION $ 96,666.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: [EYES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 6,000.00 IS SALES TAX OWED It YES ❑ NO IF YES, $ 7,866.00 PAID BY: ❑ CONTRACTOR © CITY © PURCHASING: PLEASE CHARGE TO: 502- 1100 - 049 - 518 -88 -643 10. DO UMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED PROJECT MANAGER R7 -i I • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) ❑ LAW DATE: "� 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL J 12. CONTRACT SIGNATURE ROUTING �/ • SENT TOVENDOR /CONTRACTOR DATE SENT: ` 1 4 DATE RECD: la ag �- ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL/ DATE SIGNED ❑ L DEPARTMENT A2t, I IGNATORY 0._w VCITY CLERK V��ASSIGNED AG# •/ / AG# �5-oo I LW SIGNED COPY RETURNED DATE SENT: COMMENT : IJa S. 5ricivvt- kyz1� crriwe A-,- 41c. PV 4 -9-4 oh _ 11/9 CITY OF C r f HALL y 33325 8th Avenue Federal Wa 8003 Federal Way, WA 980p3 -6325 (253) 835 -7000 www cityotiaderatway can GOODS AND SERVICES AGREEMENT FOR AMANDA SYSTEM UPGRADE This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City"), and CSDC Systems, Inc., a Delaware corporation ( "Contractor "). The City and Contractor (together "Parties ') are located and do business at the below addresses which shall be valid for any notice required under this Agreement: CSDC Systems, Inc.: Marco Pasin 2821 W 70' St., Suite 230 Fort Worth, TX 76107 (888) 661 -1933 x405 (telephone) m.pasin @csdcsystems.com The Parties agree as follows: CITY OF FEDERAL WAY: Thomas Fichtner 33325 8`" Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2547 (telephone) (253) 835 -2559 (facsimile) Thomas.F ichtner@cityoffederalwaycom 1. TERM, The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2015 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. GOODS AND SERVICES AGREEMENT - I - 4/2011 tederI CITY HALL I'�M�� y 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cit)vffederaMw.com 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance ofthe Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At anytime ordered by the City and immediately after completion ofthe Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B ", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. The contractor will submit an invoice upon the completion ofeach milestone as defined in Exhibit `B ". The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work_ If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for fin payment is made. GOODS AND SERVICES AGREEMENT - 2 - 4/2011 -ALCITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. d"fPederahvay com 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion ofthe claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to cant' insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance GOODS AND SERVICES AGREEMENT - 3 - 4/2011 1 F tITV OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 WWW- cd"ffederabva ,com respect the City_ Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Indevendence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or ifthis Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safe 1y. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, , GOODS AND SERVICES AGREEMENT -4- 412011 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ci"ffederahsW com gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor mayor will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RC W, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 ofthe Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions ofthe Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent ofthe other Party. Ifthe non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity have any right of action or interest in this Agreement based on any provision set forth herein. GOODS AND SERVICES AGREEMENT - 5 - 4/2011 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253)835-7000 wwwcdyat%de"h.Vcam 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 41 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised ofall pages ofthis Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a c rpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 6 - 4/2011 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 Feder (253) 835 -7000 wwwcUw federalwaycwr1 IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL W Jim DATE: CSDC Systems, Inc. By: Printed Name: Jaime Peschiera Title: Vice President Government Relations DATE: 2 Z 2)¢m b 4--p- APPROVED AS TO FORM: �C City Attorney, Amy Jo Pearsall GOODS A N D SERVICES AGREEMENT - 7 - 4/2011 • ,S%,� Federal Way 0 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Jim Ferrell, Mayor DATE: CSDC Systems, Inc. , By. Printed Name: Jaime Peschiera Title: Vice President Government Relations DATE: ATTEST: City Clerk, Stephanie Courtney, CMC APPROVED AS TO FORM: City Attorney, Amy Jo Pearsall S� OF �✓ - )�� 111 ) ss. On this day personall y ared before mc. % *"l'e j�G'��;- `r e irnown to be the 1)�01�w� b,i(' ���'Prn► Kt "` of C sDC S!t5,k -.S ._T. -E that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this L f day of =04i Notary's signature Notary's printed name Notary Public My commissil 20/J fv1A v;-- LOUISE FAST LPVVYER & V -:� °Y PUBLIC 5080 - 81 _,�vD RD. < 3K1 nd for the Stare . ��;�.�� `;> _1 expires 4 e gk , a GOODS AND SERVICES AGREEMENT - 7 - 4/2011 4A� Federal Way EXHIBIT "A" SERVICES CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -8325 (253)835 -7000 »gym!.6"ffsdenslway Cam The Contractor will provide the necessary software, licenses, and professional services to upgrade the City's current AMANDA client -server based product to the new AMANDA 6.1 web -based product, the City's current AMANDA eNtraprise based Public Portal to the new AMANDA Public Portal lI (SmartGuide), as well as some Refit and data clean -up work. Software Provided by the Contractor: 1. Web -based AMANDA 6.1 2. AMANDA Public Portal 11 (SmartGuide) a. Development Server b. Production Server c. AMANDA SmartGuide Designer d. Public Portal Ecommerce Connector e. AMANDA Public Portal Packages i. User Registration ii. Permits & Licenses iii. Payments iv. Public Search v. Inspections Professional Services Provided by the Contractor: 1. Project Management 2. Software Installation 3. Initial City Staff Training a. The City can facilitate training in their training lab —which has a maximum of 10 workstations plus instructor station. The City has approximately 45 AMANDA users who will need standard training. 4. Scope Assessment Report 5. Forms Migration to Web -based AMANDA (2 Forms) — To be specified by the City. The remainder of the forms will be migrated by City staff as necessary. 6. Reports Migration to Web -based AMANDA (2 Reports) — To be specified by the City. The remainder of the forms will be migrated by City staff as necessary. 7. Configuration of Public Portal Package Modules 8. Unit and Integration Testing 9. User Acceptance Testing (UAT) Support a. CSDC to assist with user testing of core permitting and planning functions (both through Web Based AMANDA as well as Public Portal) operate as necessary to conduct City business. CSDC to also assist with testing integration components to verify Business Licensing (including online business license portal), Quadrant for cash receipting, and Selectron IVR. 10. AMANDA Administration Training a. The City has 6 users who will need Administration testing. b. All modules should be covered for new Administrators. Including any IT specific back -end administration and maintenance tasks. c. Crystal Reports and forms and reports generations should be covered. It is acceptable to the City GOODS AND SERVICES AGREEMENT - 8 - L,// P CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www.d1yntwWalway.can to perform the deliverables (2 forms/2 reports migration) in a training environment where staff can observe and learn the process. 11. Refit and Data Clean -up (5 days) a. General database cleanup, duplicate records, etc. — as determined by Colin Wood during August 2 -3, 2012 site visit. b. Refit following folders for streamlined business processes also as recommended by Colin Wood during August 2 -3, 2012 site visit: i. SF ii. MF iii. CO iv. GR v. Use Process Folders t -6 c. Due to loss of notes during site visit by Colin Wood and Jason Leask, the City will determine necessary refit work to the above folders by December 0 2014. Requirements by the City: t. All servers provided for production and development will be Windows Server 2012 R2. 2. All servers provided for production and development will be virtualized using Microsoft Hyper -V 3.0 on Windows Server 2012 R2 hosts. 3. All database servers (production and development) are Microsoft SQL Server 2005 SP3 (version 9.0.4035). AMANDA 6.0 Database must be compatible with Microsoft SQL Server 2012 and 2014 for future database server upgrades. 4. AMANDA 6.0 web - client must use Windows Active Directory Authentication for user login. S. AMANDA 6.0 web - client and Public Portal Il (SmartGuide) must be compatible and tested working with the City's Quadrant (1.0.3980) cash receipting and PC Charge (5. 10.0 SP3) credit card processing system and must test PCI compliant. The City uses TrustWave for PCI compliance checking, if the software or web portal tests out of compliance, it is CSDC's responsibility to bring the portal up to compliance. 6. AMANDA 6.0 web - client must be compatible with Microsoft supported versions of Internet Explorer. 7. AMANDA Public Portal 11 (SmartGuide) must be compatible with Microsoft supported versions of Internet Explorer and latest versions of Firefox and Chrome. 8. AMANDA 6.0 web - client must be compatible with the City's current Business License online website and process or Contractor must work with City to upgrade /modify site for successful operation. 9. The AMANDA 6.0 system must be compatible with the City's Selectron IVR version 4.0 IVR after the AMANDA upgrade is complete. 10. Printing permits must be compatible with a Microsoft Windows Server 2008 R2 Print Server and HP LaserJet 9040/9050 printer drivers. 11. The AMANDA 6.0 system must be compatible with the City's existing web -based Crystal Report permits. These can be provided to CSDC for verification upon request. Requirements/Assumptions by the Contractor: I . City is responsible for providing the third -party software required to support installation and deployment of the Web -based AMANDA 6.0 and AMANDA Public Portal II (SmartGuide). 2. CSDC is responsible for installing and configuring Liferay Portal Server such that it can support deployment of the AMANDA Public Portal 11 (SmartGuide) software in the development instance. 3. AMANDA Permit and Inspection Package functionality and workflow processes will be implemented in their present configuration for this project, except as modified with additional refit work. Configuration GOODS AND SERVICES AGREEMENT - 9 - 4/2011 �► Federal Wa FIIYalWa � 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www- c4vffbderaAWcan of Permit and Inspection functionality will be limited to placement of AMANDA Info fields on portal screens (using the AMANDA SmartGuide Designer tool). CSDC will be responsible for developing the Liferay Portal Server theme templates for the AMANDA Public Portal H. CSDC will utilize graphics, logos and other artefacts as provided by the City upon request, otherwise CSDC will utilize existing files from the City's web site to develop Liferay Portal Server Themes. 4. The scope of the professional services for the Web -based AMANDA 6.0 and the AMANDA Public Portal Il (SmartGuide) implementation includes the following: a. Development of Liferay Portal Theme template as described above. b. Configuration of AMANDA permitting and inspection folders using AMANDA Administrative Console. Configuration via AMANDA Administration Console of Folder Info fields so they can appear within Public Portal screens. c. Unit and integration testing of the fully configured AMANDA solution. d. Onsite support for user acceptance testing (UAT). e. Delivery of the AMANDA Administration Training. f. Property Public query to display folder data. 5. The City will be responsible for creation and execution of UAT test cases. CSDC will provide support for the City's UAT efforts. Folder setup changes to create new status, fees, process, attempt etc. are out of scope, except newly refitted folder pursuant to Item 411 under section "Professional Services Provided by the Contractor". 6. The City is responsible for building all AMANDA and Public Portal help files. 7. The City will provide remoteNPN access to AMANDA database and Web servers necessary to complete the scope. Contractor may be required to install SonicWALL VPN software (provided to CSDC by the City) for this connectivity. Annual Maintenance Costs The parties have an existing relationship to ongoing maintenance costs. Contractor agrees to the following: 1. The new AMANDA Public Portal II (SmartGuide) will replace the City's current annual maintenance for the Public Portal I (AMANDA eNtraprise) at $13,000 /annually. 2. The City agrees to add the AMANDA Enterprise Authentication to its annual maintenance at $1,000 annually. 3. The City agrees to add the AMANDA SmartGuide Designer License to its annual maintenance at $400. *These figures are not part of Exhibit "B" and will not be included in the total compensation for this con t. GOODS AND SERVICES AGREEMENT -10- 4/2011 CITY OF VA� Federal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wHnv r rotreoerahNW -Com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Eighty -Eight Thousand Eight Hundred and 00 /100 US Dollars ($88,800.00). The City will pay Washington State Sales and Use Tax estimated at Seven Thousand Eight Hundred Sixty Six and 00 /100 US Dollars (57,866.00) to the State of Washington. 2. Method of Compensation: Payment Milestones — Contractor will invoice the City on the Milestones listed below for the corresponding amount of each Milestone: Milestone # Description Invoice Costs la AMANDA Public Portal Production Server $15,000 lb AMANDA Enterprise Authentication Adapter $5,000 lc AMANDA SmartGuide Designer License $2,000 2 Completion of software installation $20,000 3 Completion ofconfi ration $15,000 4 Completion of UAT $15,000 5 Contingency — if necessary as agreed by Parties. $10,800 Total $82,800 *Payment of milestone I a, l b, and ]c will be paid upon receipt of software and invoice within 2014 calendar year. Payment of milestones 2, 3, and 4 will be paid on or after 3/31/2015. This is due to City's budgeting process to be adjusted in early 2015. Reimbursable Expenses The actual customary and incidental expenses incurred by Contractor in performing the Services including travel, mileage, per -diem, and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Six Thousand and 00 /100 Dollars ($6,000.00). GOODS AND SERVICES AGREEMENT - 11 - 4/2011 EXHIBIT "C" CERTIFICATE OF INSURANCE Date: December 08, 2014 7MMI The Insurer(s) hereby states that it has issued to the insured named herein a policy or policies of insurance providing the type of insurance and limits of liability set forth herein. This certificate of insurance neither affirmatively nor negatively amends, extends or alters the coverage, limits, terms or conditions of the policy It certifies. Cerdfltate Holder: Named Insured: City of Federal Way CSDC Systems Inc. 33325 8th Ave S, Federal Way, WA 98003 COVERAGE PROVIDED ONLY FOR THE FOLLOWING SECTIONS: A 8 C D E F G H O P Q INSURER a POLICY secnON TYPE OF POLICY POLICY NO. PERIOD LMTS OF LIABILITY M /D /Y A Commercial General Liability Travelers Insurance 04106114- Each Occurrence $2,000,000 Company of Canada 04/06/15 Policy No. TRV0327922 B Products and Completed Operations C Cross Liability - Severability of Aggregate $5,000,000 Interests Clause D Blanket Contractual Liability E Occurrence Bodily Injury & Property Tenant's Legal Liability $2,000.000 Damage F Personal Injury G Non -Owned and Hired Automobile Non -Owned and Hired $2,000,000 Liability Automobile Liability H Owners and Contractors protective I Property Property of Every Description or J Certificate Holder Loss Payee Building K • All Risks, subject to policy Equipment exclusions L • Replacement Cost Stock M • Stated Amount of Co- insurance Property of Others N • Other: Tenants Improvement Business Interruption O ExcaWUmbrella Liability Travelers Insurance 04/06/14 - Limits $3,000,000 (Professional Liability EXCLUDED) Company of Canada 04/06/15 Policy No. TRV0327922 P Professional Liability Travelers Insurance 04/06114- Limits $3,000,000 (Technology Errors & Omissions) Company of Canada 04/06115 Policy No. TRV0327922 Q RE: AMANDA Upgrade If required by contract, the certificate holder Is added to the polfcy(ies) as an additional insured but only with respect to liability arising out of the operations /negligence of the Named Insured. Shand any of the above described policies be cancelled before the expiration date thereof, the issuing Insurer will endeavor to mail 30 days written notice to the holder of this certificate, but failure to do so shall impose no obligation or liability of any kind upon the Insurer, its agents or representatives. Authorized Representative THOMAS I. HULL MSURANCE LIMITED 220 Liy 5 Suke 600 Taoew, ON M51 2W4 -12- CSIRC ENTERPRISE SOLUTIONS LICENSING GRANTS COURTS & JUSTICE PERMITTING & COMPLIANCE FREEDOM OF INFORMATION December 3, 2014 Dear Sir: This letter confirms that Jaime Peschiera, Vice President Government Relations, is the designated signature authority for all agreements between CSDC Systems Inc. and the City of Federal Way. Thank you, Satish Ranganathan Director, Finance & Admin -13- t: (888) 661 -1933 • f: (877) 661 -6175 • www.csdcsystems.com It COUNCIL MEETING DATE: June 4, 2013 ITEM #: 5--c— CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: AMANDA SYSTEM UPGRADE POLICY QUESTION: Should Council approve entering into a Goods and Services Agreement with CSDC Systems, Inc. to upgrade the City's AMANDA Permitting system? COMMITTEE: FEDRAC MEETING DATE: May 28, 2013 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Thomas Fichtner, Information Technology Manager DEPT: Information Technology - -- -.._._.........__._._........_....._...._......_..._...._..........._...._ ...................._.................................._.... z._..._.__. ........_.....................- ----._.... ............................... _._.....- -- -- - _ __._..... - - - - -- -- Attachments: Vendor Upgrade Quotation Summary/Background: Identified in the 2013/2014 Adopted Budget is the upgrade of the City's AMANDA permitting system. Staff has negotiated the scope of the project to include the upgrade to the web -based AMANDA 6.0 version as well as the new Public Portal. In addition, the system will be expanded to include a mapping interface assisting staff and citizens in navigating the City's parcels. There will also be a small amount included to assist staff in cleaning up our database, making it more efficient and accurate. The total cost of the upgrade and enhancements is $100,740 inclusive of Washington State Sales Tax and a 15% contingency. There is an additional annual M &O of $6,000 for the mapping interface. This project is considered to be sole source, as CSDC Systems is the only manufacturer, supplier, and integrator of the AMANDA system. Funding: This purchase and M &O was authorized as part of the 2013/2014 budget and is funded by Replacement Reserves and Permit Automation Fees. Options Considered: 1. Approve the Mayor's recommendation to authorize the City to enter into a goods and services agreement with CSDC Systems, Inc. to carry-out the upgrade of the AMANDA system for a sum not to exceed $100,740.00. 2. Deny the approval of the purchase and provide staff with further direction. MAYOR'S RECOMMENDATION: Mayor recommends the City to enter into a goods and services agreement with CSDC Systems, Inc. to carry -out the upgrade of the AMANDA system for a sum not to exceed $100,740.00. MAYOR APPROVAL: e� I� -to - V� DIRECTOR APPROVAL: _ ConunAtee COU&I Committee Council COMMITTEE RECOMMENDATION: I move to forward Option 1 to the June 4, 2013 Council Consent agenda for approval. C:2�r (ZZ,) Dini Duclos, Bob Celski, Susan Honda, Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the Committee recommendation to authorize the City to enter into a goods and services agreement with CSDC Systems, Inc. to carry -out the upgrade of the AMANDA system for a sum not to exceed $100,740. 00. " (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) DUNCIL ACTION: APPROVED COUNCIL BILL # ❑ DENIED 1ST reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 08/12/2010 RESOLUTION # TRANSFORM. LEAD. City of Federal Way, Web-based AMANDA 6.0, Public Portal II, & WWW.CSDCSYSTEMS.COM City of Federal Way C%C CSDC — AMANDA Quotation "T7! Kt, TRANSYOR-k tEAJ: May 21, 2013 Kari L. Cimmer Permit Center Supervisor City of Federal Way 33325 8th Avenue Federal Way, WA 98003 Email: kari .cmmer @cityofl'ederalway.com Dear Ms. Cimmer: RE: AMANDA Quotation #3253 - 2012 -V5 CSDC Systems Inc. 2821 W 7th Street, Suite 230 Fort Worth, TX 76107 Telephone +1888 661 1933 Direct Fax +1 877 6616175 CSDC Systems Inc. is pleased to submit this quotation to the City of Federal Way, ( "City "), in response to the requirements for the implementation of Web -based AMANDA 6.0, AMANDA Public Portal II, and the AMANDA Geospatial module. As the City is an existing CSDC customer and as a sign of our commitment to the City of Federal Way, CSDC proposes discounted software license fees and professional services rates. The total price for this engagement, including software and professional services, is $ 80,000 plus an estimated $ 6,000 in travel expenses. Thank you for the opportunity to submit this quotation, and we look forward to a continued partnership with the City of Federal Way. Please contact me at 1- 888 - 661 -1933 x105 or by email at j.toscan @csdcsystems.com for any questions regarding CSDC's quotation. Sincerely, 'r Jordan Toscan Account Manager CSDC Systems Inc. CSDC Systems Inc. March 28, 2013 City of Federal Way CSDC CSDC — AMANDA Quotation DV4a �.IRANSfOR. ",UAD, ■ Introduction CSDC Systems Inc. ( "CSDC ") is pleased to submit this quotation for the implementation of Web - based AMANDA and AMANDA Public Portal (SmartGuide) to the City of Federal Way ( "City ") in connection with the City's stated initiatives. ■ Project Scope As part of this engagement, CSDC will provide the required Software and Professional services for staff training and the implementation of Web -based AMANDA and AMANDA Public Portal (SmartGuide) in the City. This quotation includes charges for the upgrade of the AMANDA database to the required level to support the functions described. ■ Pricing ❖ Summary ❖ Software— For this engagement, CSDC will provide Web -based AMANDA and the AMANDA Public Portal "SmartGuide" software at a cost that includes a discount: Public Portal Development Server $ 50,000 Public Portal Production Server AMANDA SmartGuide Designer Public Portal Ecommerce Connector AMANDA Public Portal Packages User Registration Permits & Licenses Payments Public Search Inspections AMANDA Geospatial module $30,000 Software Costs $ 80,000 Special Discount ($50,000) Total Software Cost $30,000 ❖ Professional Services — CSDC will provide professional services including project management, software installation, configuration, testing, training and go live support for the implementation of Web -based AMANDA 6.0 and AMANDA Public Portal II (SmartGuide). Project Management Software Installation Initial City Staff Training Scope Assessment Report CSDC Systems Inc. March 28, 2013 3 City of Federal Way CSDC — AMANDA Quotation PSIK Forms Migration to Web -based AMANDA (2 Forms) Annual ..Maintenance Reports Migration to Web -based AMANDA (2 Reports) $ 10,000 Configuration of Public Portal Package Modules $6,000 Unit and Integration Testing $ 16,000 User Acceptance Testing (UAT) Support AMANDA Administration Training $52,720 Refit and Data Clean -Up (Maximum 5 Days) $6,600 Professional Services Costs $ 46,600 Special Discount ($9,320) Total Professional Services Costs $ 50,000 The charges for professional services do not include expenses such as mileage, per -diem etc. ❖ Annual Maintenance AMAN11* oftware ., Units Annual ..Maintenance AMANDA Public Portal (SmartGuide) 1 $ 10,000 AMANDA Geospatial module 1 $6,000 Total Maintenance Costs $ 16,000 ■ Timetable The scope of services is expected to be completed within three (3) months from the project start date. CSDC will use all reasonable efforts to perform the services in accordance with the timeframe set out herein. However, dates are targets used for planning purposes and, depending on circumstances and City cooperation, may need to be adjusted. CSDC will require a minimum of six weeks' notice to start the engagement. ■ Payment Schedule CSDC will invoice the City for 100% of the AMANDA Geospatial module software ($30,000) on delivery to the City's ftp site. Professional services payments will be based on achieving the milestones set out in the following schedule: 1 Milestone 1 — AMANDA Geospatial software delivery to the $ 30,000 City's ftp site 2 Milestone 2 - Completion of software Installation $20,000 4 Milestone 3 - Completion of Configuration $15,000 6 Milestone 4 - Completion of UAT $15,000 Total $ 80,000 ■ Validity, Currency and Shipping The above prices and quotation details are subject to change without notice prior to CSDC receiving a signed quotation or a purchase order. All quoted prices are in valid until June 28, 2013. Applicable Taxes are extra. CSDC Systems Inc. March 28, 2013 4 City of Federal Way CSDC — AMANDA Quotation ■ Taxes and Expenses Taxes and Expenses are not included in this quotation. Expenses will be invoiced to the client based on the following: Hotel: CSDC will invoice the client on actuals with receipts. Per -diem: $65 /day per person Travel: CSDC will invoice the client on actuals with receipts for flights, rental car, hotels, cab fares, etc. ■ Payment Terms The City must pay for invoices within 30 days of receipt of a CSDC invoice unless CSDC is notified of an issue within 5 business days of invoice receipt. Interest is charged at 1.5% per month on overdue accounts. ■ Assumptions Please refer to Appendix A for details regarding project - specific assumptions. ■ Quotation Approval The City understands and agrees with the above terms and conditions. Also, by sending a Purchase Order to CSDC, the City accepts all terms and conditions included in this quotation. CSDC Systems Inc. March 28, 2013 Kari Cimmer Jordan Toscan Permit Center Supervisor Account Manager City of Federal Way CSDC Systems Inc. CSDC Systems Inc. March 28, 2013 City of Federal Way CSDC CSDC — AMANDA Quotation LNAKE, TR NSfORKI Ass ■ Appendix — A — Project Assumptions 1. CSDC is not responsible for providing the third -party software required to support installation and deployment of the Web -based AMANDA 6.0, AMANDA Public Portal II (SmartGuide), and AMANDA Geospatial module. 2. CSDC is responsible for installing and configuring Liferay Portal Server such that it can support deployment of the AMANDA Public Portal II (SmartGuide) software in the development instance. 3. AMANDA Permit and Inspection Package functionality and workflow processes will be implemented in their present configuration for this project. Configuration of Permit and Inspection functionality will be limited to placement of AMANDA Info fields on portal screens (using the AMANDA SmartGuide Designer tool), CSDC will be responsible for developing the Liferay Portal Server theme templates for the AMANDA Public Portal II. CSDC will utilize existing graphics, logos and other artefacts from the City's web site to develop Liferay Portal Server Themes. 4. The scope of the professional services for the Web -based AMANDA 6.0 and the AMANDA Public Portal II (SmartGuide) implementation includes the following: a. Development of Liferay Portal Theme template as described above. b. Configuration of AMANDA permitting and inspection folders using AMANDA Administrative Console. Configuration via AMANDA Administration Console of Folder Info fields so they can appear within Public Portal screens. c. Unit and integration testing of the fully configured AMANDA solution. d. Onsite support for user acceptance testing (UAT). e. Delivery of the AMANDA Administration Training. f. Property Public query to display folder data. 5. The City will be responsible for creation and execution of UAT test cases. CSDC will provide support for the City's UAT efforts. Folder setup changes to create new status, fees, process, attempt etc. are out of scope. 6. The City is responsible for building all AMANDA and Public Portal help files. 7. If the City decides to purchase the AMANDA GIS Adaptor, rather than the AMANDA Geospatial module, the total software cost on this quotation will decrease from $30,000 to $15,000. In addition, the annual maintenance on the AMANDA GIS Adaptor will be $3,000. 8. The software and professional services pricing and discounts set out above are valid upon receiving a Purchase Order or signed quotation approval from the City of Federal Way by June 28, 2013. 9. This quotation is valid until June 28, 2013. CSDC Systems Inc. March 28, 2013