2005/12/13 City Council Resolution (25)RESOLUTION NO. 2005 - 356
A RESOLUTION OF THE COUNCIL OF THE CITY OF ROHNERT PARK.
APPROVING AN AGREEMENT
WITH TELE- WORDS, INC. FOR
Equipment Upgrade and Maintenance Services of the
Automated Citizens Information System (ACIS)
WHEREAS, the City Technology Committee proposed the development of an Automated
Citizens Information System (ACIS) to the City Council in February 1999; and
WHEREAS, the ACIS continues to provide City information accessible by telephone 24-
hours -a -day, 7- days -a -week to the public and
WHEREAS, the ACIS system has become obsolete and in need of an upgrade.
NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Rohnert Park
desires to upgrade the ACIS system and that certain Equipment Upgrades and Maintenance
Services of the Automated Citizens Information System (ACIS) Agreements, by and between the
City of Rohnert Park, a municipal corporation, and Tele- Works, Inc., consultant, effective January
1, 2006 through December 31, 2006 are hereby accepted;
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to execute this agreement in substantially similar form to the attached agreement for and on behalf
of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED this 13"' day of December, 2005.
ATTEST:
City Clerk--'
CITY OF ROHNERT PARK
4�� - 1!!�
BREEZE: AYE FLORES: AYE SMITH: AYE VIDAK- MARTINEZ: AYE MACKENZIE: AYE
AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0)
AGREEMENT FOR
Equipment Upgrade and Maintenance Services
This Agreement is made and entered into on this date, December 13, 2005, by and between
the City of Rohnert Park, hereinafter referred to as the "City," and Tele - works Inc, hereinafter
referred to as the "Consultant."
WHEREAS, the City requires an updated Automated Citizens Information System
and
WHEREAS, the Consultant is qualified and experienced to provide such services.
NOW, THEREFORE, said City and said Consultant for the considerations hereinafter set
forth, mutually agree as follows:
1. SCOPE OF WORK. Consultant shall perform those services described as Tasks in
the Scone of Work and Schedule of Performance attached as Exhibit "A" within the time frames
stated therein.
2. COORDINATION. Consultant shall assign Willie Jester, to personally participate
in said project and to coordinate the activities of the Consultant.
3. CQWENSATIOl�-
A- City shall pay Consultant as compensation in full for such services and
expenses (attached as Exhibit "A, ") the in an amount not to exceed $15,000.00 for Equipment
Upgrade and Maintenance Services, and not to exceed $2,000.00 a year for maintenance fees.
Progress payments will be tied to completion of tasks so all payments are proportional to the work
completed. Payment by City under this Agreement shall not be deemed a waiver of defects, even if
such defects were known to the City at the time of payment.
B. Consultant shall submit itemized monthly statements for work performed.
City shall make any payment due within thirty (30) days after approval of the invoice by City.
Payment will be trade for the approved amount of the invoice minus ten (10) percent. The ten (10)
percent retained by City will be held until 30 days after final completion and acceptance of the
contract work.
C. Payments due and payable to Consultant for current services are within the
current budget and within an available, unexhausted and unencumbered appropriation of the City. In
the event the City has not appropriated sufficient funds for payment of Consultant services beyond
the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of
the current fiscal year; payment for additional work is conditional upon future City appropriation.
843801A 80078/0012 JH.S:05•g
forth in the Scope of Work shall be subject to renegotiation upon written demand of either party to
the Agreement.
10, RECORDS OF PERFORMANCE. Consultant shall maintain any ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating
to charges for services, or expenditures and disbursements charged to City for a minimum period of
three (3) years, or for any longer period required by law make these records available for inspection,
audit, and copying by the City. All data, documents, discussions, or other information developed or
received by or for Consultant in performance of this Agreement are confidential and not be
disclosed to any person except as authorized by City or as required by law.
11. SUBCONTRACTING. None of the services covered by this contract shall be
subcontracted without the prior written consent of the City. In accordance with Government Code
Section 7550, Consultant agrees to state in a separate section of any filed report the numbers and
dollars amounts of all contracts and subcontracts relating to preparation of the report.
12. ASSIGNMENT. The Agreement shall not be assigned by the Consultant in whole
or in part, without the written consent of the City.
13. INDEMNIFICATION. To the full extent permitted by law, Consultant shall
indemnify, hold harmless, release and defend City, its officers, employees and agents from and
against any and all actions, claims, demands, damages, disability, losses, expenses including
attorney's fees and other defense costs and liabilities of any nature that may be asserted by any
person or entity including Consultant, in whole or in part, arising out of Consultant's activities
hereunder, including the activities of other persons employed or utilized by Consultant in the
performance of this Agreement (including design defects and regardless of City's approval, use or
acceptance of the work or work product hereunder) excepting liabilities due to the sole negligence
or willful misconduct of City. This indemnification obligation is not limited in any way by any
limitation on the amount or type of damages or compensation payable by or for Consultant under
Worker's Compensation, disability or other employee benefit acts or the terms, applicability or
limitations of any insurance held or provided by Consultant and shall continue to bind the parties
after termination/completion of this Agreement.
14. INSt__.A__CE. Without limiting consultant's indemnification provided herein,
Consultant shall comply with the requirements set forth in Exhibit B to this Agreement.
15. STANDARD OF CARE. City relies upon the professional ability of Consultant as a
material inducement to entering into this Agreement. Consultant agrees to use reasonable care and
diligence in its profession in rendering services under this Agreement. Consultant agrees that the
acceptance of his work by City shall not operate as a waiver or release of said obligation of
Consultant. The absence, omission, or failure to include in this Agreement, items which are
normally considered to be a part of generally accepted professional procedure or which involve
professional judgment shall not be used as a basis for submission of inadequate work or incomplete
performance.
15. LITIGATION SUPPORT. Consultant agrees to testify at City's request if litigation
is brought against City in connection with Consultant's report. Unless the action is brought by
Consultant or is based upon Consultant's negligence, City will compensate Consultant for the
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843801v4 80078/0012 7H- S:05 -g
action or proceeding is prosecuted to judgment. This Agreement shall be construed and interpreted
according to California law, and any action to enforce the terms of this Agreement or for the breach
thereof shall be brought and tried in the County of Sonoma.
24. INDEPENDENT CONTRACTQR The parties intend that Consultant, in
performing the services specified herein, shall act as an independent contractor and shall have
control of the work and the manner in which it is performed. Consultant is not to be considered an
agent or employee of the City and is not entitled to participate in any pension plan, insurance, bonus
or similar benefits City provides its employees. In the event City exercises its right to terminate this
Agreement, Consultant expressly agrees that he/she shall have no recourse nor right of appeal under
rules, regulations, ordinances or laws applicable to employees.
25. TAXES. Consultant agrees to file tax returns and pay all applicable taxes on
amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes
and other obligations, including, but not limited to, state and federal income and i"ICA taxes.
Consultant agrees to indemnify and hold the City harmless from any liability which it may incur to
the United States for to the State of California as a consequence of Consultant's failure to pay, when
due, all such taxes and obligations.
26. EMPLOYWNT PRACTICES. Consultant shall not discriminate in its
performance under the Agreement either directly or indirectly on the grounds of race, color,
religion, sex, age, national origin, or other prohibited grounds in its employment practices, and shall
take affirmative steps to ensure that applicants are employed and employees are treated during
employment without regard to race, color, religion, sex, age, national origin, or other prohibited grounds.
27. COMPLIANCE WITH LAVy. Consultant shall comply with all applicable federal,
state and local laws, rules and regulations affecting the Consultant and his/her work hereunder.
Consultant represents and warrants to City that Consultant has all licenses, permits, qualifications
and approvals of whatsoever nature which are legally required for Consultant to practice
Consultant's profession and to do the work hereunder. Consultant represents and warrants to City
that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this
Agreement any licenses, permits, and approvals which are legally required for Consultant to
practice his/her profession and do the work contemplated by this Agreement.
28. TITLE TO DOCUMENTS. Title to all plans, specifications, maps, estimates,
reports, manuscripts, drawings, descriptions and other final work products compiled by the
Consultant under the Agreement shall be vested in the City, none of which shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed written
consent of the City. Basic survey notes and sketches, charts, computations, and other data prepared
or obtained under the Agreement shall be made available, upon request, to the City without
restriction or limitations on their use. Consultant may retain copies of the above - described
information but agrees not to disclose or discuss any information gathered, discussed or generated in
any way through this Agreement without the written permission of City during the term of this
Agreement or until ninety (90) days after receipt of final payment from City.
29. INTERPRETATION. Notwithstanding the fact that one or more provisions of this
Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be
interpreted as though they were a product of a joint drafting effort and no provisions shall be
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8438010 80078/0012 JH- S:05 -g
EXHIBIT "A"
SCOPE OF WORK
G� 1,
SCHEDULE OF PERFORMANCE
8438010 80078/0012 1H- 8;05 -$
Fell "B"
COMPENSATION RATES AND CHARGES
843801v4 80078/0012 JH- s:05 -g
EXHIBIT "C"
INSURANCE REQUIREMENTS
84380I0 80078/0012 Jli- s:05 -g
EXHIBIT C
INSURANCE REQUIREMENTS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the Contractor, his agents, representatives, employees or
subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insuirance Services Office Commercial General Liability coverage (occurrence form
CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1 /$7) covering Automobile Liability,
code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and
property damage including operations, products and completed operations. 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 project/location or the
general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self - Insured Retentions
Any deductibles or self- insured retentions must be declared to and approved by the City. At the
option of the City, either: the insurer shall reduce or eliminate such deductibles or self - insured
retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor
shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the
following provisions:
I. The City, its officers, officials, employees, and volunteers are to be covered as insureds
with respect to liability arising out of automobiles owned, leased, hired or borrowed by or
on behalf of the contractor; and with respect to liability arising out of work or operations
performed by or on behalf of the Contractor including materials, parts or equipment
furnished in connection with such work or operations. General liability coverage can be
provided in the form of an endorsement to the Contractor's insurance, or as a separate
owner's policy.
Insurance Requirements in Contracts J49 Revised 7/00
Per REW Binder, Chapter Five, Exhibit 5
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8438010 80078/0012 ,H.g :05 -g
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the and a duly
authorized representative of the firm of
whose address is and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to secure
this Agreement.
b) Agreed, as an express or implied condition for obtaining this
contract, to employ or retain the services of any firm or
person in connection with carrying out the Agreement; or
c) Paid, or agreed to pay, to any firm, organization or person (other than a bona
fide employee working solely for me or the above consultant) any fee,
contribution, donation, or consideration of any kind for, or in connection
with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil,
Date
egr\Consuft.
Signature
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843801v4 80078/0012 IH- s:05 -g
Upgrade
n Via--- &".
THE FUTURE OF E•GOVERNMENT 1, NOW
Account Manager. Willie Jester
Date- 11179/2005
Quotation Number. 05740
-1-1 --- - ---I---.-
Quotalfinformation
Tele-Works, Incorporated
QUOTATION
X
Contact Jam" Grundman
Location (Customer): Rohnert Park
State: CA
Description: Upgrade of Platform to eVision 5.x
Upgrade
n Via--- &".
THE FUTURE OF E•GOVERNMENT 1, NOW
Account Manager. Willie Jester
Date- 11179/2005
Quotation Number. 05740
-1-1 --- - ---I---.-
Quotalfinformation
-- -- --- Mg-
VMN SOLU SET
S.x Hardware Platform
X
Irdisirtal-grade, passive backislarie chassis running Fficr6soft Windows 2003 OS Salver accommodates the *Msfon Product line In either single or multiple service deployments. Exe
cations are subject to change to proAde the most wto-date cordiguratfor, to Customer.
voice Parts
Customer may select either a" or am" voice Pons, or a combination. Poits, are purchased in a n4nimum Increment of four, anti thereafter in increments of two. For digital Installations
X
Is le-Works. any W64spho-m
=�; ISDN PRI and is responsible for coordinating 0. testing of the dotal with all related parties, including Te
vendor and der.
X
corfi
TTYfTpD Pons
Each TTY pod Purchased supplies an in-boisid and out-Iaund communication channel for tin hearb-g-liripatred.
Enhanced Text to Speech Resources by Speecinliforks-
Enhanced English and Sparush for all text to oni;. Resources purchased In four port Increments per persomnyfw�*Wge.
Automated Citlxen Infornrlation System (ACMFAQ1311)
Upgrade
kC)S/FAQ Licensed Software allows Custorner's citizens and businesses to access prerecorded answers to 'frequently Asked Questions and general information on Customer PublIc
services by telephone or Internet and includw
Upgrade
. StriptWerdrDlTernptftlls Library
Over 1,000 message template selections from Tele•Woft Cin-Urie'lleniptate Ubrary and ScripliNlineC -1delog.
marketing manicarriera Ready w0chune
Comp,shanSt" meft" plognins lashurng successM strategies used by other comnviuhiltjes to promote the system to us". A comple-te customtred Camara
ready brochure of message codes will be available or4ne as a dtowrioadable pdF document to be printed by Customer.
Upgrade
. Well, Presentmont
pynarric and Searchable on-line presentment of the text of ACTS mesa ges as FAQs on Custorner welssite.
. Cal Transfer
for callers to transfer to a the attendant at an iritemal extension associated with a ular
- rtio n
pa message
CapaNifty to fax back documents associated with ACISTAQ messyges.
TTY/TDD
ACWAQ Axictioriasly for users. LiUsT purchase at least one TrYflDD port.
ACISIFAQ hinationally in additional languages (Ca. SParssh). Kiltilisigual recordings can be Included In the 250 package of recordings, purchase irk addition to the
Package - provided by the Customer. Translations must be pumhased separately,
Citizen Response Message (CRM Plug-in)
Enhancement to ACISfFAQ that alms I"ound cellars to ]saw a voice or touchlone response to a message. ftespomes are retrievable from ACIS)FAO web administration or messages car
be routed to a pre-set Small address In wave (.wav) Ole ron. . Combined with Voice Broadcast, CRM also provides survey WA pollng trictionality ambling the Customer 10 generate Oul,
bmxid calls that prompt recipients to respond by voice or touchicrie to Customer- prepared Weties, Tele-Worke CRAM PAV40 Is not an /saw &WWnq dafftill"O. for a 000OW1180 list 01
compadbie Rsssoe databue ow4actrek-Warks
Implemented across the entire enterprise. Provides the Web-to-Voice firictioniality for any web-based Indormation that Is not In natural voice. hffiorosoft' Texl-toSpead
are Inherent In the Uowise.
are
R Development
an dw.,elopment us" open prograwring and converged technology to provide dynamic and interactive informallon services. Customer must specffy and Submit TVR Applicabor
or d
6 on a TeleAkforks Project Profile available online at Pricing for any TVR Application Is to be considered an estimate until a Protect Protk
ed and a firm iluote provided. Should the database am change. depending 00 severity Of change, — Wkwon development %- may be Incurred.
5 Submitted
Is subject to the functional knWons and Ifie contractual terms and conditions associated with datatwse fliffictionallity, Integration procedure, arWor Use Of any applicator
mining Interface ON) from Customins data vendor. Customer Is responsible for auspilyfrig the Integration procedures to TeWVVorks and for ongoing malritenarice and associated oosh
the he Interface If obtained iron a or Internally developed. Application pevaiqpn� will not comarence unfit a Project Manager designated by Customw approves call Rows and One
.r nmeinewOTackUetin~toavoWde�aystndeognwAW
cation d Customer pipled Wnsiles is expected to adhere to a
. W',E.
. Phonainterfaco: System users will access TVR Applicatfori(s)by a touchionat6aphom,
number for users to del.
Vhb Interfecs: System users will access TVR Applicatioro) via standard Web Browsers (4,x versions or higlw�
TTYfTDD: System users wIll access TVR AppicatlLn(a),elastandard TTYfTDD machines.
PDA: System users will access WR ApPlication(s) through their PONS web titowser.
MtRwt Applications with the same intemotive functionality we available in §u0sh as an additional "2r for both the ptem andfor web.
recognition we added.
Page I of 3
Tele-Works, Inc.
Telemrks ACIS quote, exhibit A
X
ustomer Is expected to accept certain &srlemertal responselgdns to assist in thnaly project comVeiton. The Timefne and Task Ust specMeally douenents project responsibilities
other and Tel& -Woks. Customer responsibilities Include tat are rtict limited to.
Customer Project Management Resporlsi AW"
Idently repo" Ones of ornrmw icallon and approval to Tele -Works
Assign responsive internal project manager
Facilitate cormainioaOons with any WW patties not d itectly contracted wM Tewworks
. Pay Irmices protnpty and according to tams
X
Specify and provide feedback on design, totem, phase gets
Respond to business practice Ingddrles
Approve and sign off on appgoallot Uaws and diagrams
- ScheAte instaagatioh lr astrudure including phone Ones
• Sctde&M and assure attendance of applicable personnel M training sessions
Conduct Customer Accspt�*Tesdrg(CAT)
��mV.delyory of Products
Custornef Todwtcet Respohs"Hid s
ProNde Application Programming Interface (API)
Obtain SM Certificate
Obtain domain nam&TNS registration for web server
. Arrange network and prone vendor support .
• Provide secure network em8noenent
Establish test and prodwtion envirommots
Custorrror aP%mbent Module Respor."Ites
Secure a payment processor
• Sam" an Intmnet Merchant Account and Internet Gateway
Provide ACH spectfioatlohe from bank for eC `heck
Page 3 of 3
TeWWofks, Inc.
Teleworks ACTS quote exhibt A