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HomeMy WebLinkAbout343705 DSOFT TECHNOLOGY - CONTRACT - CONTRACT - 21673SERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and DSoft Technology, Inc. hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for application development services for various information technology projectsas described in the Scope of Services attached hereto as Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from timeto time. Such Work Orders, a sample of which is attached hereto as Exhibit "B", consisting of one (1) page, and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services. No workorder shall exceed $30,000. The only services authorized under this agreement are those which are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. b. The City may, at any time during the term of a particular Work Order and without invalidating the Agreement, make changes within the general scope of the particular services WOSA 10/97 EXHIBIT " B" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Service Provider agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Services Agreement and this work order (including the attached forms) the Services Agreement shall control. Service Provider By: Date: WOSA 10197 Acceptance _ User The attached forms consisting of _ U pages are hereby accepted and incorporated herein by this reference, and Notice to Proceed is hereby given. City of Fort Collins By: Date: EXHIBIT "C" Insurance Requirements The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provder, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Providers employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employers Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractors insurance. EXHIBIT Mu SPECIAL PROVISIONS P930-Application Development Services At anytime during a project, Service Provider will replace any consultant assigned at the request of the City representative. Copyright and Ownership. The Service Provider acknowledges and agrees that all work product of any sort (including source code, products and development libraries) created for the City in connection with this Agreement shall become the sole property of the City, and all right, title, and interest of any kind whatsoever in such work product shall become the City's upon tender to the City. The Service Provider disclaims any claim or right to any such works, except to the extent the City may in the future expressly and in writing grant to the Service Provider permission to make limited use of such works. Service Provider will provide System Requirements and Issues Software (SyRIS) for use by the City free of charge for projects in which Service Provider is involved. assigned and the Service Provider agrees to perform such changed services. 2. Chances in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order or oral emergency service request. Oral emergency service requests will be acted upon without wafting for a written Work Order. Time is of the essence. 4. Contract Period. This Agreement shall commence upon the date of execution shown on the signature page of thisAgreement and shall continue in full force and effectfor one (1) year, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceedfour (4) additional one year periods. Pricing changes shall be negotiated by and agreed to by both parties and may not exceed the Denver- Boulder CPI-U as published by the Colorado State Planning and Budget Office. Written notice of renewal shall be provided to the Service Provider and mailed no later than 90 days prior to contract end. 5. De1ay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 6. Early Termination by City/Notices Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be mailed at least fifteen (15) days prior to WOSA 10/97 the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following address: DSoft Technology, Inc. 5575 Tech Center Drive Ste 216 Colorado Springs, CO 80919 In the event of early City: City of Fort Collins Attn: Michelle McDonough PO Box 580 Fort Collins, CO 80522 the City, With Copy to: City of Fort Collins Attn: Purchasing PO Box 580 Fort Collins, CO 80522 said for rendered to the termination date, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders thatmay be issued or the actual amount of services which will in fact be requested. No Work Order of $30,000 or more shall be issued. 8. Payments. a. The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the houriylabor rate of $55.39 for staff consultant, and $64.77 for senior consultant, and authorized travel and other direct costs for the actual cost, with no markups. b. Payment shall be made by the City only upon acceptance of the work by the City and upon the Service Provider furnishing satisfactory evidence of payment of all wages, taxes, supplies and materials, and other costs incurred in connection with the performance of such work. Service Provider will submit an invoice once per month for service performed in the previous month and provide a detailed Monthly Status Report. WOSA 10/97 9. City Representative. The City's representative will be shown on the specific Work Order and shall make, within the scope of his or her authority, allnecessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. 10. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extend that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the city. 12. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights under the Agreement or of any cause of action arising out of the performance of this Agreement. 13. Warran . (a) Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. (b) Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided underthis Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the WOSA 10/97 work and ending ninety (90) days from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 14. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to peform according to the terms of this agreement, such party may be declared in default thereof. 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non - defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representative, successors and assigns of said parties. 17. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever, brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. WOSA 10/97 b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Providers obligations hereunder, the Service Provide shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit "C", consisting ofone (1) page attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, 215 N. Mason, PO Box 580, Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the city. 18. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 19. Law/Severability. This Agreement shall be governed in all respect by the laws of the State of Colorado. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction such holding shall not invalidate or render unenforceable any other provision of this Agreement. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of one (1) page, attached hereto and incorporated herein by this reference. WOSA 10/97 CITY OF FORT COLLINS, COLORADO a municipal corporation By: 9- Jams . O'Neill II, CPPO Dire of Purchasing and Risk Management Date: S`L j DSoft Techog Inc. By: ilsna i4. J-�.�aeaa.cl+ PRINT NAME PAMW- CORPORATE PRESIDENT OR VICE PRESIDENT Date: 11 AUA 244A ST: Y (Corporate Seal) V ), Y O E SEC ETARY WOSA 10/97 EXHIBIT "A" SCOPE OF SERVICES P930-Application Development Services The Service Provider will work closely with IT Project Managers to provide a defined service from the list below. The Service Provider will provide project support as defined in an individual work order that will detail services required for that defined work effort or project. The Service Provider will be required to provide detailed documentation for any service provided and provide project status to the appropriate IT manager. Application Analysis The Service Provider will need to understand many different application development platforms and databases, and when it is appropriate, to use each. The Service Provider mey need to interview users in departments and document business requirements. These requirements would be used to create an application design including recommending an architecture and application development platform from the City of Fort Collins Information Technology Standards. Application Development The City of Fort Collins has a diverse set of application development platforms from which to choose. Microsoft Access (utilizing VBA coding standards) The City of Fort Collins has many existing Microsoft Access databases. Many have been migrated to Microsoft Access 2002. A Service Provider will need to be familiar with VBA programming in Microsoft Access to modify and support existing databases or creating new ones. The Service Provider will be responsible for documenting any modifications or new applications. Microsoft .Net The City of Fort Collins is pursuing integrating the Microsoft.Net platform in a Visual BasicArisual Studio environment into its application development standards. A Service Roviderwill be experienced with developing .Net programs with Oracle and SQL Server back -ends in a Visual BasiclVisual Studio environment. There may also be some reporting using Crystal Reports required. The Service Provider will be responsible for documenting any modifications or new applications along with any knowledge transfer required for the City personnel to support and enhance the system. PHP The City of Fort Collins utilizes PHP as its web scripting development language at the enterprise level. The City would require a consultant that was experienced with creating PHP applications, such as web -based forms that use an Oracle or MySQL back -end database. Expertise in web/user interface design and usability is also required. The Service Provider will need specific experience deploying applications on a Linux/Apache web server platform. The Service Provider will be responsible for documenting any modifications or new applications along with any knowledge transfer required for the City personnel to support and enhance the system. When submitting resumes for consultants, Service Provider will document application development platforms and the level of knowledge with each. WOSA 10/97 Our anticipated need for application development services work is expectedto be on an "as needed" basis. The Service Provider should expect that services required for individual projects could range up to 200 hours depending on the complexity of the project(s), but the majority of projects will be in the 40 to 80 hour range. WOSA 10/97