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HomeMy WebLinkAboutCities Digital, Inc., 122222al� em P-11-Ja- -4e.71 Amendment #2 To Professional Services Agreement Between Cities Digital, Inc And C Jefferson County Public Health I WHEREAS, Cities Digital, Inc (Contractor) and Jefferson County (County) entered into an agreement `= on November 9, 2020 for Professional Services. The project was to import septic system monitoring`. inspection results to the Energov database via the Energov application programming interface (API); and . WHEREAS, the County and the Contractor agreed to Amendment 1 signed July 5, 2022 which included extension of the date of completion of the project to July 31, 2022; and WHEREAS, the parties desire to amend the terms of that agreement to extend the date of completion of the project to July 31, 2023. IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN TO AMEND EXHIBIT B AS FOLLOWS: 1. Extend the contract period to allow ongoing support through July 31, 2023. Dated this day of , 2022 By:� , Heidi Eisenhour, Chair Jefferson County Board of Commissioners By:�� Contractor Representative Cities Digital, Inc. ATTEST: By: �a �.,� C 2--& /� ��� /Z_Z Carolyn Gallaway,, Date Clerk of the Board APPROVED AS TO FORM ONLY: By: December 13, 2022 Philip Hunsucker, Date Chief Civil Deputy Prosecuting Attorney E1I-20-200-A2 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org 664 Consent Agenda Public Hea JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator FROM: Pinky Feria Mingo, Environmental Health and Water Quality Director Alisa Hasbrouck, Environmental Public Health Manager DATE: December 19, 2022 SUBJECT: Agenda item — Amendment #2 to Contract with Cities Digital; November 9, 2020 — July 31, 2022; to extend contract period to July 31, 2023. STATEMENT OF ISSUE: Jefferson County Environmental Health requests Board approval of this amendment to extend the period of the contract to July 31, 2023 to support the septic system monitoring inspection process in the new Energov database that is replacing Tidemark. ANALYSIS/STRATEGIC GOALS/PRO'S and CONS: Jefferson County staff, in coordination with Cities Digital, have successfully imported septic system monitoring inspection reports from both the homeowner inspection site and OnlineRME where professionals record their inspections through the application programming interface (API). Additional work is necessary to utilize the API by updating the status and actions in the septic monitoring case (SOM). FISCAL IMPACT/COST BENEFIT ANALYSIS: No additional funding requested. Funds available from Sewage Management Plan contract with state Department of Health and Foundational Public Health funds. RECOMMENDATION: JCPH management recommends approval of Amendment #2 to the contract with Cities Digital to extend the contract period to July 31, 2023. REVIEWED BY: ;Xze/ /7'Z, Mark McCaule ounty Administrator Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (f) Always working for a safer and healthier community EH-20-200-A2 CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Cities Digital, Inc. Contract No: EH-20-200-A2 Contract For: Energov Software Integration, Amendment 2 Term: 11/9/2020 - 7/31/2023 COUNTY DEPARTMENT: Jefferson County Public Health Contact Person: Alisa Hasbrouck Contact Phone: X 489 Contact email: ahasbrouck@co.jefferson.wa.us AMOUNT: Unchanged Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Fund # Munis Org/Obj Exempt from Bid Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other: Sole Source APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPLIANCE W/ITS—".I 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: ©■ N/A: ❑ Nov. 30, 2022 Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBAd IUD BY ANY FEDERAL, STATE, OR LOCAL AGENCY. ■ Nov. 30 2022 CERTIFIED: N/A: � --' ` Signature Date 127 12756210 PROCESS: STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through LaserBche): Electronically approved by Risk Management on 12/1/2022. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserliche): Electronically approved as to form by PAO on 12/1312022. Contract Amendment. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL Amendment #1 To Professional Services Agreement Between Cities Digital, Inc And Jefferson County Public Health WHEREAS, Cities Digital, Inc (Contractor) and Jefferson County (County) entered into an agreement on November 9, 2020 for Professional Services. The project was to import septic system monitoring inspection results to the Energov database via the Energov application programming interface (API). WHEREAS, the parties desire to amend the terms of that agreement. WHEREAS, this amendment is necessary to provide additional technical support to fully utilize the API to integrate Energov, the new permit management database, with the septic system monitoring inspection websites. IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN AS FOLLOWS: 1. Contractor's contract will be increased by $6,500.00 in funding to provide services to fully utilize the API by updating the status and actions on the septic system monitoring case (SOM). 2. Total compensation under this Agreement shall not exceed $14,950.00 without express written amendment signed by both parties. 3. Contractor can access funding for work identified in Exhibit #1 of this amendment. 4. Date of completion of the project has been extended until July 31, 2022. 5. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement will remain the same. 5+4 Dated this day of2022 By: Heidi Eisenhour, Chair Jefferson Board of County Commissioners Contractor Representative Cities Digital, Inc. ATTEST: Carolyn Gallaway, Clerk of the Board" APPROVED AS TO FORM ONLY: By. May 6, 2022 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney EH-20-200-A1 Amendment #1— Exhibit 1 Statement of Work Project Background The custom Laserfiche Workflow activity can add records to the SOM inspection table field on a given permit. To complete this step more fully — enhancing the visibility for EnerGov users, and prepping the record for the next inspection — another Laserfiche Workflow activity is required to utilize the API to leverage EnerGov Workflows. Project Goal Update the status of the Permit for which the SOM inspection is imported via updating the following properties: • Status • Last Inspection Date • Expiration Date Mark the existing inspection record as resulted via updating the following properties: • Inspection Status • Actual Start and End dates • Complete • Comments • Next scheduled start date Create a new inspection record for the next inspection (due monthly, yearly, etc — based on the set interval) Project Deliverables Project Management CDI will provide project management which includes ensuring the CDl team members have a clear understanding of the project scope and tasks required to realize the solution are understood, and manage this project to successful completion Deliverable Requirements CDI's project management team will: - Define requirements and develop a statement of work - Assign tasks to the project team members - Manage communication between team members and stakeholders - Ensure project team works to satisfy the statement of work - Manage change orders required for changes to statement of work - Verify requirements are completed consistent with the statement of work - Manage project closure Page 1 of 4 Work Category: Project Management Billing Type: Billable Estimated Time: 3.00 hours Estimated Finish: 6/30/2022 Complete Inspection Laserfiche Workflow Activity CDI Development will create a new Laserfiche Workflow activity to be used in conjunction with the existing Insert Custom Row activity. This new Complete Inspection activity will accept the following inputs • Status • Last Inspection Date • Expiration Date • Permit Number • Inspection Status • Actual start and end dates • Complete (true/false) • Comments • Next scheduled start date • Interval (to create the next inspection record) • User The activity will perform the following steps: • Retrieve the current Permit record • Update selected fields of the Permit record, including: o Finding the open inspection record in the workflow steps of the retrieved Permit; then updating the fields: • Actual date: date the inspection was done ■ Status: Passed, Repair Required, etc. • Verify the SOM case status is updated accordingly • Execute an API command to update the Permit and Inspection record (Workflow Step) • Using the Permit record, add new Workflow Step with a new, incomplete Inspection record o Requested Date: date you add the new inspection o Scheduled Date: next inspection due date o Status: Scheduled • Execute an API command to update the Permit record o With the new Workflow Step added on this call to the API, the data should be saved immediately and any related EnerGov Workflows should be triggered. Notes: Only Routine or a Time of Sale/Property sale inspection will sign off the required inspection and initialize the next inspection. Other inspections such as follow-up, complaint, maintenance, audit will only be added to the SOM table as records, but not perform any EnerGov Inspection actions. Deliverable Requirements Workflow Activity will: - Use the saved EnerGov credentials to access the API Page 2 of 4 Work Category: Development Billing Type: Custom Integration Estimated Time: 14.00 hours Estimated Finish: 6/30/2022 - Determine the inspection interval via the API - Only create an inspection step if one has not been created already - Keep the status on the inspection step open, to allow for additional actions to be added throughout the permit's lifecycle. Add Inspection Step Laserfiche Workflow Activity Work Category: Development Since inspections cannot be added to an existing/converted inspection step, CDI Development will create a new Laserfiche Workflow activity, named Add Billing Type: Inspection Step, to create the inspection step for the—13,000 SOM cases. This Custom Integration will utilize the API to add an Inspection Step with the correct frequency (12 or 36 months). After this inspection action is created for all SOM cases, the ongoing Estimated Time: inspection efforts, utilizing the Complete Inspection Laserfiche Workflow Activity, 3.00 hours can be performed. Estimated Finish: Deliverable Requirements 6/30/2022 Workflow Activity will: - Use the saved EnerGov credentials to access the API - Determine the inspection interval via the API - Only create an inspection step if one has not been created already - Keep the status on the inspection step open, to allow for additional actions to be added throughout the permit's lifecycle. Go Live Training/Support Work Category: Training CDI will provide support to the Jefferson County for two weeks following the solution go -live to address issues or concerns that develop after go -live. Billing Type: Following Go live Support, CDI will be available to support the Jefferson County Billable team using CDI's standard consulting support process. As part of this support process CDI works to provide support using resources that were involved in the Estimated Time: delivery of the original solution. 3.00 hours Deliverable Requirements Estimated Finish: Support will be available to address minor configuration changes within the 7/13/2022 scope of the project and additional training needed by the Jefferson County team. Project Exclusions 1. No SQL queries will be developed as part of this SOW. 2. Existing Workflows will not be modified. 3. No additional Workflow activities or calls to the EnerGov API will be created outside of those listed in this SOW. Project Assumptions 1. CDI assumes that communications will be responded to in a timely fashion by all parties Page 3 of 4 2. CDI assumes that hardware and system architecture required for installation will be ready and available at the start of the project. 3. CDI assumes that sample documents, flow charts, process information and the like, will be provided by the client during the planning phase of the project. 4. CDI assumes that any data cleanup, pertaining to conversions, or migrations, will be performed by the client. 5. CDI staff will have unattended access to the Jefferson system. 6. CDI assumes that Jefferson County will perform and complete acceptance testing and report any defects or bugs to CDI within ten business days of deliverable completion. CDI will then evaluate and resolve defects and bugs reported that are within the scope of this statement of work within five business days of reporting by the County. 7. Hours extending beyond the hours estimated in the SOW will need a signed change request before work can continue. 8. Reporting of hours will be provided during every project management meeting. 9. CDI assumes Jefferson County will develop the external processes to prepare records for import into EnerGov via a SQL query. Project Schedule Estimated Finish Deliverable Name 06/30/2022 Project Management 06/30/2022 Complete Inspection Laserfiche Workflow Activity Project Cost Estimate Time spent is billed per employee, per hour. Task Time estimated Rate Total Requirements & Documentation 0 Installation 0 Project Management 4 $200/hr $800 _ Consulting 0 Configuration 0 *Conversion 0 *Custom Integration 17 $300/hr $5,100 Documentation 0 Training 3 $200/hr $600 Travel Per Current Policy **TOTAL HOURS 24 $6,500 * Development services not covered by a flat -fee are billed at a rate of $300/hr. Estimates shown for these services are prorated at the client's non -development hourly rate of $200/hr. **If a client has an active Professional Services Package, billable time will be consumed from it. Otherwise, all time will be billed at a rate of $200/hr. for consulting services and $300/hr. for Development services. Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT FOR Cities Digital, Inc. THIS PROFESSIONAL SERVICES AGREEMENT ("this Agreement") is entered into between the County of Jefferson, a municipal corporation ("the County"), and Cities Digital ("the Contractor"), in consideration of the mutual benefits, terms, and conditions specified below. I. Project Des gnation. The Contractor is retained by the County to perform the following Project: Provide septic system monitoring inspection database integration to Energov database via Energov API. This work requires a detailed understanding of the County's Energov and Laserfiche implementations. The Contractor has the necessary understanding based on prior work on County systems. 2. Scope of Services. Contractor agrees to perform the services identified on Exhibit "A" attached hereto including the provision of all labor. Time for Performance. This Agreement shall commence on August 10, 2020 and continue through until terminated as provided herein. Work performed consistent with this Agreement during its term, put prior to the adoption of this Agreement, is hereby ratified. The Contractor shall perform all services pursuant to this Agreement as outlined on Exhibit "A". Time is of the essence in the performance of this Agreement. 4. Payment. The Contractor shall be paid by the County for completed work and for services rendered under this Agreement as follows: Payment for the work provided by Contractor shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to Contractor shall not exceed $8,450 without express written modification of the Agreement signed by the County. b. Invoices must be submitted by the 15th of the month for the previous month's expenses. Invoices shall be submitted no less than quarterly. Such invoices will be checked by the County, and upon approval thereof, payment will be made to the Contractor in the amount approved. Failure to submit timely invoices and reports pursuant to Exhibit B of the Agreement may result in a denial of reimbursement. Invoices not submitted within 90 days may be denied. c. Final payment of any balance due the Contractor of the total contract price earned will be made promptly upon its ascertainment and verification by the County after the completion of the work and submittal of reports under this Agreement and its acceptance by the County. d. Contractor shall provide invoices and necessary backup documentation for all services including timesheets and statements (specifying the services provided). Any indirect charges require the submittal of an indirect cost methodology and rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230. Cities Digital, Inc. Professional Services Agreement Page 1 of 14 The Contractor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the County and state for a period of six (6) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of UOCUrnents. All non -confidential or de -identified documents, drawings, specifications, and other materials produced by the Contractor in connection with the services rendered under this Agreement shall be the property of the County whether the project for which they are made is executed or not. The Contractor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Contractor's endeavors. Contractor shall not be held liable for reuse of documents or modifications thereof, including electronic data, by County or its representatives for any purpose other than the intent of this Agreement. 6. Compliance with laws. Contractor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this Agreement. 7. Audit. An audit will be submitted to the County upon request. Upon request, Contractor will submit the most recent financial audit within 30 days. a. Upon request the County shall have the option of performing an onsite review of all records, statements, and documentation. b. If the County finds indications of potential non-compliance during the monitoring process, the County shall notify Contractor within ten (10) days. County and Contractor shall meet to discuss areas of contention in an attempt to resolve issues. c. Audit will provide statements consistent with the guidelines of Reporting for Other Non - Profit Organizations AICPA SOP 78-10, and is performed in accordance with generally accepted auditing standards and with Federal Standards for Audit of Governmental Organizations, Programs, Activities and Functions, and meeting all requirements of 2 C.F.R. Part 200, as applicable. Indemnification. Contractor shall indemnify and hold harmless the County, its officers, and employees, from and against all claims, losses or liability, or any portion thereof, including reasonable attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Contractor's own employees, or damage to property occasioned by a negligent act, omission or failure of the Contractor. Contractor shall be liable only to the extent of Contractor's proportional negligence. The Contractor specifically assumes potential liability for actions brought against the County by Contractor's employees, including all other persons engaged in the performance of any work or service required of the Contractor under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 R.C.W. The Contractor recognizes that this waiver was specifically entered into pursuant to provisions of R.C.W. 4.24.115 and was subject of mutual negotiation. Cities Digital, Inc. Professional Services Agreement Page 2 of 14 9. Insurance. Prior to commencing work, the Contractor shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non -owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $200,000 each occurrence. Contractor shall provide a copy of the current Certificate of Insurance showing the coverage and limits. An automobile is not used in the performance of the duties identified in the scope of work. Transportation is strictly to the Jefferson County Offices in the Contractors personal vehicle to fulfill the contracted work. 10. Worker's Compensation (Industrial Insurance). a. If and only if the Contractor employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Contractor, the Contractor shall maintain workers' compensation insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Jefferson County Public Health, upon request. b. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. c. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. The Contractor expressly waives by mutual negotiation all immunity and limitations on liability, with respect to the County, under any industrial insurance act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. e. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the Contractor. 11. Independent Contractor. The Contractor and the County agree that the Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. The Contractor specifically has the right to direct and control Contractor's own activities, and the activities of its subcontractors, employees, agents, and representatives, in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded County employees by virtue of the services provided under this Agreement, including, but not limited to: retirement, vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Jefferson County employees. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance Cities Digital, Inc. Professional Services Agreement Page 3 of 14 program, otherwise assuming the duties of an employer with respect to Contractor, or any employee of Contractor. 12. Subcontracting Requirements. The Contractor is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship, costs, and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. The Contractor assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. b. Every subcontractor must agree in writing to follow every term of this Agreement. The Contractor must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The Public Health Director or their designee must approve any proposed subcontractors in writing. Any dispute arising between the Contractor and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the Contractor's performance required by this Agreement. 13. Covenant Against Contingent Fees. The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the County shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. Discrimination Prohibited. The Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, gender, sexual orientation, material status, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 15. No Assignment_ The Contractor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the County. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. 16. Non -Waiver. Waiver by the County of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 17. Termination. a. The County reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Contractor. Cities Digital, Inc. Professional Services Agreement Page 4 of 14 b. In the event of the death of a member, partner, or officer of the Contractor, or any of its supervisory personnel assigned to the project, the surviving members of the Contractor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the County. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Contractor and the County, if the County so chooses. The County reserves the right to terminate this contract in whole or in part, with 10 days' notice, in the event that expected or actual funding from any funding source is withdrawn, reduced, or limited in any way after the effective date of this agreement. In the event of termination under this clause, the County shall be liable for only payment for services rendered prior to the effective date of termination. 18. Notices. All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand -delivered, sent by facsimile, email, or mailed by depositing in the United States mail, prepaid to the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the County shall be sent to the following address: Jefferson County Public Health Department 615 Sheridan Street Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Cities Digital, Inc. Attn: Michael Mathys 2000 O'Neil Road Hudson, WI 54016 19, Integrated Agreement. This Agreement together with attachments or addenda represents the entire and integrated Agreement between the County and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No representation or promise not expressly contained in this Agreement has been made. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, by the County within the scope of this Agreement. The Contractor ratifies and adopts all statements, representations, warranties, covenants, and agreements contained in its proposal, and the supporting material submitted by the Contractor, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. 20. Modification of this Agreement. This Agreement may be amended only by written instrument signed by both County and Contractor. 21. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms of this Agreement shall be submitted in writing within 10 days to the County Risk Manager, whose decision in the matter shall be final, but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court Cities Digital, Inc. Professional Services Agreement Page 5 of 14 costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The Contractor hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 22. Section Headings. The headings of the sections of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of the sections or this Agreement. 23. Limits of Anv Waiver of Default. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. 24. No Oral Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 25. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 26. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest, heirs, and assigns. 27. No Assignment, The Contractor shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 28. No_Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. 29. Signature in Counterparts. The parties agree that separate copies of this Agreement may be signed by each of the parties and this Agreement shall have the same force and effect as if all the parties had signed the original. 30. Facsimile and Electronic Sienatures, The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 31. Arms -Length Negotiations. The parties agree that this Agreement has been negotiated at arms - length, with the assistance and advice of competent, independent legal counsel. 32. Public Records Act. Notwithstanding the provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio, paper or other media, is required to be kept Cities Digital, Inc. Professional Services Agreement Page 6 of 14 or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended, the Contractor agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. The Contractor further agrees that upon receipt of any written public record request, Contractor shall, within two business days, notify the County by providing a copy of the request per the notice provisions of this Agreement. 33. Confidentiality. With respect to all information relating to County that is confidential and clearly so designated, as required by the Health Insurance Portability and Accountability Act (HIPAA) and any other applicable privacy laws, the Contractor agrees to keep such information confidential. The Contractor shall not disclose, transfer, or sell any such information to any party, except as provided by law or, In the case of personal information, with the prior written consent of the person to whom the personal information pertains. The Contractor shall maintain the confidentiality of all personal information and other information gained by reason of this Agreement, and shall return or certify the destruction of such information if requested in writing by Jefferson County. This Agreement, once executed, will be a "public record" subject to production to a third party if same is requested pursuant to. the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended. 34. Criminal History/Backplroynd Check. Each of the Contractor's employees, the employees of any of the Contractor's approved subcontractor, or volunteers used by the Contractor shall submit to a Washington State Patrol fingerprint identity and criminal history check before they are authorized to perform services for the Project. The County agrees to bear all reasonable costs incurred in the performance of this fingerprint identity and criminal history check. Contractors who may or will have regular access or limited access to any juveniles shall also: Require that each of the Contractor's employees, the employees of any of the Contractor's approved subcontractor, or volunteers used by the Contractor undergo not less often than once every three (3) years another Jefferson County approved criminal history and background check; b. Ensure all employees, subcontractors, or volunteers are knowledgeable about the requirements of RCW 13.40.570 and of the new crimes included in RCW 9A.44, Sexual Offense; c. Sign the Contractor Requirements for Responding to Situation of Sexual Misconduct Form, and shall submit to Jefferson County with signed Agreement. DATED this lY 6 day of , U OX P-6r , 20 (SIGNATURES FOLLOW ON THE NEXT PAGE) Cities Digital, Inc. Professional Services Agreement Page 7 of 14 Cities Digital, Inc. DBA CDI Name of Contractor Michael Mathys Contractor Representative (Please print) (Signature) Consulting and Development Director Title 01 /06/2021 Date SIGNATURE PAGE JEFFERSON COUNTY B Rp r C MMISSIONERS Greg Broth David Sullivan, Member Kate Dean, Member ATTEST: By: �- 114 �! & 64-A Carolyn Gallaw y, Deputy Clerk of he Board APPROVED AS TO FORM ONLY: �• Ct. - 1 -1 _ Z- 2r71 Philip C. Hunsucker Chief Civil Deputy Prosecuting Attorney Cities Digital, Inc. Professional Services Agreement Page 8 of 14 Project Name Client Name Client Contact Information CDI Project Manager Project Background Exhibit A STATEMENT OF WORK EnerGov Septic Integration Jefferson County Name: Linda Atkins Email: latkins@co.jefferson.wa.us Phone: (360) 385-9403 michael@citiesdigital.com Overview: Septic system monitoring inspections are imported into the RME—local database from two sources and then into the permitting database. It is critical for work processes in several Environmental Health and Department of Community Development programs to have access to this information. In order to replicate the current Tidemark functionality for Septic Inspection imports in EnerGov, Tyler requires us to have that functionality programmed against their API (application programming interface). Our current Tidemark functions to import monitoring inspections were built totally in SQL Server as scheduled jobs that execute stored procedures. It would be possible, and very desirable, to make use of the logic built into the tables and views in the "RME local" database on the Tidemark server. That data would then need to be moved into EnerGov using their API. The data translation itself can still be inherited from the substantial work already done in the RME _local database. The RME local database will be located either on the JC EnerGov server or connected as a linked server to the EnerGov database, and thereby use all the data connections and translations already built, rather than starting from scratch. Project Goals Number Goal 01 Eliminate duplicate data entry by automatically synchronizing data from an external database (onlineRME) into EnerGov using the EnerGov REST API. 02 Make use of the existing logic built in to the tables and views in the "RME—local" database on the Tidemark server. 03 Retain the ability to report on and respond to issues identified in inspection reports 04 Retain the timely access by all department staff and the public to septic system monitoring inspection information Cities Digital, Inc. Professional Services Agreement Page 9 of 14 Requirements Outline the functional requirements of the solution. Number Requirement 01 Inspection record information to be created or updated in EnerGov will be available in one or more SQL tables or views (referred to as RME local in this document). Once the data has been processed into EnerGov, the record in the online RME database will be flagged as imported. - 3 states (null, download from external db success, flagged as imported to EnerGov) 02 The process will be automated as a daily task and will not require user interaction to initiate. 03 Email alerts will be sent if there are issues with the processing of records. The email recipients will be configurable by Jefferson County. Deliverables Specify both the products and services that will have been delivered upon completion of the project. Number Deliverable Name Description Work Time Category Estimate 01 Project Cities Digital will provide all Project Project :3 Management Management services necessary to see Management the project through completion. Start: 08/10/2020 End:12/31/2020 02 Custom Workflow Custom Laserfiche Workflow Activities Custom 24 Activities will be created to create and update Integration data in EnerGov. These workflow activities will create or update Custom Field Table Records (for Inspection Records) and Custom Fields (for owner info, etc.) within EnerGov. Start: 08/19/2020 End:12/31/2020 03 Workflow Process A Laserfiche Workflow will be Configuration 10 designed to read the information from the external SQL tables/views (RME_iocal) and create or update records (listed in Deliverable 2) within EnerGov. When the SQL record is processed, the workflow will update a column in the RME local database to indicate it has been processed. Cities Digital, Inc. Professional Services Agreement Page 10 of 14 Errors encountered while the workflow runs will be emailed to Jefferson County staff informing them of the issue. The recipients of the email will be configurable by Jefferson County. This workflow will be set to run on a scheduled basis. The schedule will be initially scheduled to run once daily of the solution and can be easily adjusted using the Laserfiche Workflow Designer. Start: 08/19/2020 End:12/31/2020 04 Project Team Cities Digital will provide training to Training Training the project -side team in order to educate them on their new processes. Start: 10/11/2020 End:12/31/2020 Cities Digital, Inc. Professional Services Agreement Page 11 of 14 Exclusions Outline items that have been specifically discussed as 'not to be done'. Number Exclusion 01 Data stored in EnerGov will not be retrieved to be written to an external database (HO Inspection website) during this phase. Tom Shindler, Little River Enterprises, is going to be investigating EnerGov Intelligent Objects to see if their goals can be accomplished that way. If not, a separate SOW will be created to retrieve data from EnerGov for export to the HO Inspection website Assumptions Outline assumed conditions expected to be in place in order to complete work. Number Assumption 01 The external database (onlineRME) will be created and maintained by a third party vendor for Jefferson County. 02 The server/database for RME_local may change during the implementation of the project. View names, table names, column names, etc. will remain the same. 03 Mr. Shindler will create the view for the EnerGov data structure prior to CDI starting work on the project now that Linda Atkins, Energov project lead, has the field names and structures updated in EnerGov. Acceptance Criteria Specify the criteria that will allow the client to determine if the product or service is acceptable. This must be stated as objective criteria. Number Acceptance Criteria 01 Data from the SQL database (RME_local) is appropriately processed into EnerGov. 02 Email notifications are sent for any processing failures. 03 RME--- local database records are updated when the record is processed into EnerGov. Cities Digital, Inc. Professional Services Agreement Page 12 of 14 Milestones & Schedule (Vote that timeline shown is based upon the tentative SOW signature date shown. CDI will only hold time for this project up until the anticipated signature date. . Start Date Milestone 10/01/2020 SOW Approval 10/01/2020 Specifications Meetings 10/01/2020 Solution Development 10/15/2020 Testing 10/15/2020 Review Solution with Client 12/31/2020 Plan Go Live no laterthan Time and Cost Estimates Time spent is billed per employee, per hour. Task Project Management Configuration Custom Integration Training TOTAL HOURS Time estimated 3 10 24 1 38 Cost $175/hr. $175/hr. $250/hr. $175/hr. $8,450 total Cities Digital, Inc. Professional Services Agreement Page 13 of 14 Exhibit B Payment and Record Keeping In the event that expected or actual funding from any funding source is withdrawn, reduced, or limited in any way after the effective date of the Contract, the Contract may be renegotiated or terminated as provided herein. Invoices The Contractor will provide an invoice to the County for payment for services rendered no less than quarterly and no more than monthly. Invoices shall contain the hours worked and will briefly describe the work performed in furtherance of the Statement of Work made Exhibit A to the Contract. As identified in the contract the total shall not exceed $8,450 unless amended in writing. The invoice represents a report and shall be submitted to Jefferson County Public Health in care of the Financial Manager, 615 Sheridan Street, Port Townsend, WA 98368. Invoices will be issued upon completion of the project and/or every 30 days after the SOW is accepted and signed. Unless otherwise specified, invoices will be for actual time spent, regardless of estimated time. Payment Invoices are due 30 days after the date of invoice. Invoices will be paid by check or credit card by the due date or will be subject to a 18% APR for every day they are late. Change request procedures If during the process of development, the specifications need to be changed, this will be handled through a Change Request Form provided by Cities Digital. Please copy this form, fill in the changes that are requested and submit it to your CDI Consultant. Upon receipt the Consultant will Amend this Statement of Work and issue an Amendment. When the Amendment has been signed by CDI and the county, it will be incorporated into the project plan. IMPORTANT: Change requests may result in an increase in service hours and an extension of deadline. These changes will be noted in the Amendment and will supersede any deadlines or service hours estimated in the original Statement of Work. Cities Digital, Inc. Professional Services Agreement Page 14 of 14