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01-1113_DDS TECHNOLOGIES_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 13th day of November , 200 1, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and DDS Technologies (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to " redesign the City Website ; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section J. Scope of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be completed by no later than To Be Determined Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Ton Thousand no/100'Dollars ($ 10,000.00 _), as set forth in Exhibit "B," attached and incorporated herein by reference. -1- CAMECHELLE\Misc. Documents\personalsvcs.doc 01/25/00 3.2 Rate Schedule. The services shall be billed to the City at the hourly rate set forth in Exhibit "C," attached and incorporated herein by reference. Included within the compensation are all the Consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment. Consultantshall submit monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the City. The City will pay monthly progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Consultant shall actand be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. -2- CAMECHELLE1Misc. Documentslpemonalsvcs.doc 01125100 The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultants fees. Section 7. Familiarity with Work and Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) it has investigated the proposed construction site, including the location of all utilities, and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. -3- CAMECHELLE\Misc. Documentslpersonalsvcs.doc 01/25/00 Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, director indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to City at least one (1) copy of any final reports and architectural drawings containing Consultant's findings, conclusions, and recommendations with any support documentation. All reports submitted to the City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Ownership of software. Developer agrees that the development of the software is "work made for hire" within the meaning of the Copyright Act of 1976, as amended, and that the Software shall be the sole property of the City. Developer hereby assigns to City, without further compensation, all of its right, title, and interest in and to the Software and any and all related patents, patent applications, copyrights, copyright applications, trademarks, and trade names in the United States and elsewhere. Developer will keep and maintain adequate and currentwritten records with respectto the Software (in the form of notes, sketches, drawings, and as may otherwise be specified by the City) which records shall be available to and remain the sole property of City at all -4- CAMECHELLE1Misc. Documentslpersonalsvcs.doc 01125100 times. All versions of the Software shall contain City's conspicuous notice of copyright. Developer will assist City in obtaining and enforcing patent, copyright and other forms of legal protection for the software in any country. Upon request, Developer will sign all applications, assignments, instruments and papers and perform all acts necessary or desired by City to assign the software fully and completely to City and to enable City, its successors, assigns and nominees, to secure and enjoy the full and exclusive benefits and advantages thereof. Section 14. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by Consultant arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement Section 15. Insurance. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 15.1 Comprehensive General Liability. Throughoutthe term of this Agreement, Consultantshall maintain in full force and effect Comprehensive General Liability coverage in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. -5- CAMECHELLE1Misc. Documentslpersonalsves.doc 01126/00 15.2 Comprehensive Automobile Liability. Throughoutthe term of this Agreement, Consultantshall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non -owned vehicles in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period 15.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 15.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submitthe insurance certificates, including the deductible orself-retention amount, and an additional insured endorsement to the Consultant's general liability and umbrella liability policies using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990) to the City's General Counsel for certification thatthe insurance requirements of this Agreement have been satisfied. 15.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 0 CAMECHELLE\Misc. Documentslpersonalsvcs.doc 01125100 15.6 Notice of Cancellation/Termination of Insurance. The above policylpolicies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 15.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 15.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 16. Termination. City and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 17. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Director of Administrative Services -7- CAMECHELLE1Misc. Documentslpersonalsvcs.doc 01/25100 To Consultant: DDS Tedmol ogi Ps 2400 Fenton St. #200 Chula Vista, CA 91914 Section 18. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 19. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 20. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. 1A CAMECHELLE1Misc. Documentslpemonalsvcs.doc 01126100 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: City Clerk APPROVED AS TO FORM: 0 John R. S w, City Attorney CITY OF N JUAN CAPISTRANO By, CONSULTANT By: ^x� s• �T s . a4�-C�s— In CAMECHELLE1Misc. Documentslpersonalsvcs.doc 01/25/00 SCOPE OF WORK The following is a description of the work to be done for the fee listed in the contract agreement. This work can generally be described as the redesign the City website, adding a Content Management System and other new dynamic features. All of this is more specifically described below. 1. Redesign the City website araphic mofif. DDS Technologies will create new designs for the City to review. We will then work in concert with the City to deploy the new design throughout the website. 2. Enhance navigation to the website. We propose to make a minor addition to the website which would add a consistent navigation bar along the top area of all pages (just below the City logo, etc 3. Add content management system to all pages. To allow the website to work with the Content Management System, we will re -program all pages in the website to allow them to'read and display' the information from the CMS. By making these changes, we will be converting your entire website into a new technology called 'Active Server Pages'. The only change that anyone would notice is that the pages will no longer end with the'HTM° or 'HTML' extension. Rather, they will end in the'ASP' extension. If you go to major websites on the Internet, you will notice that about 80% of them end in this extension. This technology allows the pages to be completely dynamic. 4. Creation of the Content Management System. As described above, this Content Management System is the 'engine* that pushes information to the website. You could think of the CMS as a'website inside the website'. The CMS is secured by a username and password. The City's Site Administrator will be able to add or delete access privileges to staff as needed. The CMS will contain maintenance pages for each department's page of the website as well as the main (home) page. This means that for instance, a page displaying information about the Engineering Department would have CMS support pages to do the following activities for that page: 1) View the information and 2) Change the Information. This would be duplicated for all departments. 5. Add new Dynamic Features to the website.(City Event Calendar & Agenda / Minutes Upload) In this alternate, we propose to add two new dynamic features to the system. The first is a dynamic database driven Calendar system. This will allow the City to enter items for all departments into a central calendar. The Calendar will be displayed in various places throughout the website, filtering the information for each department or by other factors to only display information appropriate to the area where the display appears. We also propose to create a CMS feature that will allow the City Clerk to easily upload Agendas and Minutes for all public hearings of the City. These will be created as PDF files (City must have a license of Adobe Acrobat to create PDF files) and uploaded using a simple system. Once uploaded, they will automatically appear on the website in the appropriate place where citizens or other site visitors can simply click on the date / title of the item and cause it to be displayed in their web browser. Website Hosting Issues. DDS Technologies is pleased to also offer to host the website and your email accounts in our data center. This monthly hosting fee is not included in the $10,000 fee mentioned in the agreement. It is our intent to provide full email and website hosting for the City at a fee matching that of your current contract with your service provider. Upon notification of the current amount of this website and email hosting, we can confirm our agreement to host all of this on our web servers and email servers. It is generally less stressful for a website of this sophistication to be hosted on our web servers. Doing so will allow us to fully develop, test and deploy the new website with minimal disruption to the City. However, if the City chooses to host the website at another ISP, DDS Technologies will cooperate fully with that ISP to the degree possible. The other ISP must support several advanced technologies which are listed below. Website Hosting with another ISP. If the City determines that they wish to host the website at another location, please make sure that the ISP of your choice supports the following technologies: Microsoft SQL server 7.0 or 2000, Microsoft Active Server Pages technology, SoftArtisans' SAFileUp and BrowserHawk'COM' objects on the web -servers. These support smooth integration of the file uploading (ftp) within the content management system and support advanced security features to strictly control user authentication and user environment necessary to 'lock down' the content management system from intrusion. EM 777