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HomeMy WebLinkAboutCC AG PKT 2009-09-14 #FAGEN®A STAFF REP®Rl' DATE: September 14, 2009 TO: Honorable Mayor and City Council THRU: David Carmany, City Manager FROM: Robbeyn Bird, CPA Director of Administrative Services/City Treasurer SUBJECT: 11VEBSITE RE-DESIGN -AWARD OF CONTRACT SUMMARY OF REQUEST: Staff recommends that the City Council approve the agreement between Quijote Corporation and the City and authorize the City Manager to execute the agreement. BACKGROUND: On January 26, 2009, the City Council authorized staff to issue a Request for Proposal (RFP) for redesign of the City's website. Staff received eight responses to the RFP. The proposals ranged in price from $8,000 to $120,000. A seven person committee was formed to ensure representation for all City departments, all of the proposals were individually evaluated, and ultimately four firms were interviewed. As a result of the review process, staff is recommending approval of Quijote Corporation (dba Sepsis) to provide the website re-design services. FINANCIAL IMPACT: The 2009/10 budget included $125,000 to re-design the City's website. Sepsis has submitted a proposal in an amount not to exceed $94,521. Sepsis has also agreed to a 10% decrease in this cost resulting in an amount not to exceed $85,410 for the website re-design. There will be an additional $22,000 annually for maintenance costs ($10,000) and website hosting ($12,000). RECOMMENDATION: Staff requests City Council adopt Resolution No. 5909 approving the agreement for redesign of the City's website with Quijote Corporation (dba Sepsis) and authorize the City Manager to execute the agreement. SUBMITTED BY: NOTED AND APPROVED: ~ ~~ Robbeyn ird, CPA David Carma ,City Manager Director of Administrative Services Agenda Item F RESOLUTION NUMBER 5909 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH APPROVING THE AGREEMENT FOR REDESIGN OF THE CITY'S WEBPAGE THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: Section 1. The City Council hereby approves the Agreement between the City of Seal Beach and Quijote Corporation (dba Sensis) for redesign of the City's webpage. Section 2. The Council hereby authorizes the City Manager to execute the Agreement for webpage redesign. PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a meeting hereof held on the 14th day of September , 2009 by the following vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS ABSTAIN: COUNCILMEMBERS Mayor ATTEST: City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number 5909 on file in the office of the City Clerk, passed, approved, and adopted by the City Council of the City of Seal Beach, at a regular meeting held on the 14th day of _ September , 2009. City Clerk between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Quijote Corporation 811 West 7~ Street, Suite 300 Los Angeles, CA 90017 (213) 341-0171 This Professional Service Agreement ("the Agreement") is made as of September 14, 2009 (the "Effective Date"), by and between Quijote Corporation ("Consultant"), and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services l.l. Consultant must provide those services ("Services") set forth in the proposal, which is attached hereto as Ezhibit A. 1.2. Consultant must perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant must comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City Manager authorizes such work in advance and in writing. The City Manager may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization. 1.5. Consultant covenants that under no circumstances will it or any of its employees attempt in ay manner whatsoever to electronically repossess, disable, or otherwise tamper with any of City's hazdwaze or software, or to improperly or unnecessarily access or "hack" City's network or any of the data stored thereon. Consultant also covenants it will maintain all reasonable security controls over remote communications access information to prevent unauthorized access to City's system by third parties. 1.6. Consultant's employees may, in the course of their duties under this Agreement, have access to financial, accounting, statistical, City records, and other data maintained with City's computer systems. Consultant covenants that all data, documents, discussions, or other information developed or received by Consultant or provided or exposed in the course of the performance of this Agreement aze confidential and shall not be disclosed by Consultant or its employees without written authorization by City. All City data shall be returned to City upon the termination of this Agreement, and all copies of City data shall be permanently deleted and erased from all of Consultant's electronic media storage platforms. Consultant's covenants under this section shall survive the termination of this Agreement. 1 of 9 S7296-0001 \1077600v7.doc 2.0 Term The term of this Agreement shall commence as of the Effective Date and shall continue for a term of 2 year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the fee schedule set forth in the attached proposal for Services but in no event will the City pay more than $97,941. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the rate schedule set forth in Exhibit B. 4.0 Method of Payment 4.1. Consultant must submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices must be submitted within 15 days of the end of the month during which the services were rendered and must describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon two (2) business days notice from City, Consultant must allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two (2) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than thirty (30) days prior to the date of termination. 5.2. This Agreement may be terminated by City upon ten (10) days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least twenty (20) days before the expiration date of the previous policy. 5.3. Either party may terminate this Agreement immediately in the evnt of a breach by the other party unless such breach is cured within thirty (30) days after the breaching party is first notified in writing of such breach by the other party. 2 of 9 S7296-0001 \1077600v7.doc 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Jose R. Villa is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 - 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Quijote Corporation 811 West 7th Street, Suite 300 Los Angeles, CA 90017 Attn: Jose R. Villa 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent contractor 8.1 Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2 Consultant shall indemnify and hold harmless City and its elected officials, officers and employees, senvants, designated volunteers, and agents serving as independent contractors in the role of city officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 3 of 9 S 7296-0001 \ 1077600 v 7. doc 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported• assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant must not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, 4of9 S7296-0001 \ 1077600v7.doc or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standazd separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declazed to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guazanteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend 12.1 Consultant shall indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnities") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death (each a "Claim"), in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of the services pursuant to this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses, except for such loss or damage arising from (a) the sole negligence or willful misconduct of the City; (b) a breach of City's obligations under this Agreement; or (c) a breach by City of any of its representations or warranties under this Agreement. 12.2 Consultant's indemnification obligation set forth in Section 12.1 above is conditioned upon the City's compliance with the provisions of this Section 12.2. City shall provide written notice to Consultant of any Claim for which it seeks indemnification within thirty (30) days after the Indemnitee has knowledge of such Claim. City shall assist Consultant and cooperate in gathering of information and in investigating and defending such Claim. City agrees to cooperate with and to authorize Consultant to carry out sole management and defense of such Claim, including, without limitation, the right to select defense counsel and the right to settle any Claims at its discretion. Consultant will not be subject to any liability for any settlement of a Claim made by an Indemnitee without Consultant's consent. With respect to any 5 of 9 S 7296-0001 \ 1077600v7. doc Claim against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents, andlor volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of the Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant must not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 6 of 9 S 7296-0001 \ 1077600v7.doc 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City has the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 21.0 Attorneys' Pees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorney's fees and other costs incurred in connection with such action. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Agreement. 24.0 Ownership of Work Product City shall own all rights in and to all software and other work product (collectively, "Work Product") developed by Consultant for City, including all intellectual property and proprietary rights thereto. To the extent any Work Product is not considered a "work for hire". Consultant agrees to assign and will assign and transfer, and will cause its persoruiel to so assign 7 of 9 S7296-0001\ 1077600v7.doc and transfer, to City all of its and their rights in and to such Work Product. To the extent applicable, City hereby grants to Consultant a nonexclusive, royalty free license to use the Work Product in performing the services during the term of the Agreement. Further, to the extent required by Consultant to perform the services, City will be responsible for obtaining all required consents (including paying any license, transfer or upgrade fees) for Consultant and its Personnel to access and use City's equipment and software, including any leased equipment and third party software, during the term. If Consultant is requested by City to provide any Consultant proprietazy software or other work product developed by Consultant either prior to or independent of this Agreement, the parties will negotiate in good faith for a license for City to use such software or other work product. Without limiting the foregoing, nothing contained in this Agreement shall be considered to restrict Consultant from any use of any ides, concepts, methodologies, processes technologies or other know-how relating to the services hereunder which Consultant, individually or jointly with a third party, develops or discloses under this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 8 of 9 S 7 29 6-0001 \ 107 7 600 v 7. d o c CITY C)F SEAL BEACH By: David Carmany, City Manager Attest: Bv: Linda llevine, Cit;r Clerk Approved as to Form: U~r: QCIIJOTE CORPORATION Jose R. Villa, President Quinn Barrow; City Attorney EX.HIB IT B Hourly Rate Schedule De artment /Position Hourl Rate Account Management Director, Account Services: $132 Account Supervisor: $107 Account Executive: $83 Account Coordinator: $75 Proiect Management Project Manager: $98 Project Coordinator: $78 Creative (Development) Creative Director: $125 Associate Creative Director: $120 Art Director: $118 Senior Designer: $108 Flash Designer: $100 Jr. Designer: $90 Technology (Web Development) Technology Director: $135 Lead Developer: $115 Web Developer: $100 Front-end Developer: $90 Junior Developer: $80 Social Media Social Media Coordinator: $80 Search Engine Marketing SEM Coordinator: $90