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HomeMy WebLinkAbout23-188Resolution No. 23-188 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH SEVEN HILLS TECHNOLOGY, INC. FOR PROFESSIONAL IMPLEMENTATION SERVICES REGARDING CREDIT CARD PAYMENTS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with Seven Hills Technology, -Inc., for professional implementation services regarding credit card payments, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: September 27, 2023 Adopted: September 27, 2023 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/ Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 27 day of September, 2023, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and SEVEN HILLS TECHNOLOGY, INC., (hereinafter referred to as "CONSULTANT"). WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain professional services in connection with the CITY moving from Paymentus to a new payment services provider, CORE (hereinafter referred to as the "PROJECT"); and WHEREAS, the CONSULTANT represents that it is in compliance with Illinois Statutes relating to registration of corporations and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW, THEREFORE, it is hereby agreed by and between the CITY and the CONSULTANT that the CITY does hereby retain the CONSULTANT for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged to perform the services relating to the PROJECT as described herein, subject to the following terms and conditions and stipulations, to -wit: 1. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the Chief Technology Officer of the CITY, herein after referred to as the "DIRECTOR". B. CONSULTANT shall provide the CITY services relating to moving from Paymentus to a new payment services provider, CORE. Such services to be provided by CONSULTANT for the PROJECT are outlined in CONSULANT's proposal consisting of (5) five pages attached hereto and made a part hereof as Attachment A. 2. SCHEDULE The schedule for the PROJECT is included in Attachment A. The CONSULTANT will submit to the DIRECTOR a monthly status report key to the PROJECTS schedule. A brief narrative will be provided identifying progress, findings and outstanding issues. 3. WORK PRODUCT All work product prepared by the CONSULTANT pursuant hereto including, but not limited to, reports, plans, designs, calculations, work drawings, studies, photographs, models and recommendations shall be the property of the CITY and shall be delivered to the CITY upon request of the DIRECTOR; provided, however, that the CONSULTANT may retain copies of such work product for its records. CONSULTANT's execution of this Agreement shall constitute CONSULTANT's conveyance and assignment of all right, title and interest, including but not limited to any copyright interest, by the CONSULTANT to the CITY of all such work product prepared by the CONSULTANT pursuant to this Agreement. The CITY shall have the right either on its own or through such other consultants as determined by the CITY to utilize and/or amend such work product. Any such amendment to such work product shall be at the sole risk of the CITY. Such work product is not intended or represented to be suitable for reuse by the CITY on any extension to the PROJECT or on any other project, and such reuse shall be at the sole risk of the CITY without liability or legal exposure to the CONSULTANT. 4. PAYMENTS TO THE CONSULTANT A. The CITY shall reimburse the CONSULTANT for services under this Agreement a total amount of Forty-four thousand Dollars ($44,000.00), as set forth in Attachment A, regardless of actual Costs incurred by the CONSULTANT unless substantial modifications to the PROJECT are authorized in writing by the DIRECTOR. B. The CITY shall make periodic payments to the CONSULTANT based upon actual progress within thirty (30) days after receipt and approval of invoice. Said periodic payments to the CONSULTANT shall not exceed the amounts shown in Attachment A, and full payments for each task shall not be made until the task is completed and accepted by the DIRECTOR. 5. INVOICES A. The CONSULTANT shall submit invoices in a format approved by the CITY. Progress reports (2C above) will be included with all payment requests. B. The CONSULTANT shall maintain records showing actual time devoted and cost incurred. The CONSULTANT shall permit the authorized representative of the CITY to inspect and audit all data and records of the CONSULTANT for work done under this Agreement. The CONSULTANT shall make these records available at reasonable times during the Agreement period and for one (1) year after termination of this Agreement. 6. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof, the CITY may terminate this Agreement at any time upon fifteen (15) days prior written notice to the CONSULTANT. In the event that this Agreement is so terminated, the CONSULTANT shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not exceed the task amounts set forth under Paragraph 4 above. 7. TERM This Agreement shall become effective as of the date the CONSULTANT is given a notice to proceed and, unless terminated for cause or pursuant to Paragraph 6, shall be deemed concluded on the date the CITY determines that all of the CONSULTANT's work under this Agreement is completed. A determination of completion shall not constitute a waiver of any rights or claims which the CITY may have or thereafter acquire with respect to any term or provision of this Agreement. 8. NOTICE OF CLAIM -2- If the CONSULTANT wishes to make a claim for additional compensation as a result of action taken by the CITY, the CONSULTANT shall give written notice of his claim within fifteen (15) days after occurrence of such action. No claim for additional compensation shall be valid unless so made. Any changes in the CONSULTANT's fee shall be valid only to the extent that such changes are included in writing signed by the CITY and the CONSULTANT. Regardless of the decision of the DIRECTOR relative to a claim submitted by the CONSULTANT, all work required under this Agreement as determined by the DIRECTOR shall proceed without interruption. 9. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen (15) days after notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. Notwithstanding the foregoing, or anything else to the contrary in this Agreement, with the sole exception of an action to recover the monies the CITY has agreed to pay to the CONSULTANT pursuant to Paragraph 4 hereof, no action shall be commenced by the CONSULTANT against the CITY for monetary damages. CONSULTANT hereby further waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement and waives any and all such rights to interest which it claims it may otherwise be entitled pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The parties hereto further agree that any action by the CONSULTANT arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time -barred. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 10. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorneys fees, damages or other relief, including, but not limited to, workers' compensation claims, in any way resulting from or arising out of negligent actions or omissions of the CONSULTANT in connection herewith, including negligence or omissions of employees or agents of the CONSULTANT arising out of the performance of this Agreement. In the event of any action against the CITY, its officers, employees, agents, boards or commissions, covered by the foregoing duty to indemnify, defend and hold harmless such action shall be defended by legal counsel of the CITY's choosing. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 11. NO PERSONAL LIABILITY No official, director, officer, agent or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. - 3 - 12. INSURANCE CONSULTANT shall provide, maintain and pay for during the term of this Agreement the following types and amounts of insurance: A. Comprehensive Liability. A policy of comprehensive general liability insurance with limits of at least $1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. The CONSULTANT shall deliver to the DIRECTOR a Certificate of Insurance naming the CITY as additional insured. The policy shall not be modified or terminated without thirty (30) days prior written notice to the DIRECTOR. The Certificate of Insurance shall include the contractual obligation assumed by the CONSULTANT under Paragraph 10 entitled "Indemnification". This insurance shall be primary and non-contributory to any other insurance or self- insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance. B. Comprehensive Automobile Liability. Comprehensive Automobile Liability Insurance covering all owned, non -owned and hired motor vehicles with limits of not less than $500,000 per occurrence for bodily injury and/or property damage. C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence subject to a $1,000,000 aggregate. D. Professional Liability. The CONSULTANT shall carry CONSULTANT's Professional Liability Insurance covering claims resulting from error, omissions or negligent acts with a combined single limit of not less than $1,000,000 per claim. A Certificate of Insurance shall be submitted to the DIRECTOR as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the DIRECTOR. 13. INTENTIONALLY OMITTED 14. NONDISCRIMINATION/AFFIRMATIVE ACTION The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question. Consultant shall take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written commitment to comply with those provisions. Consultant shall distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants and prospective subcontractors. Consultant agrees that the provisions of Section 5.02.040 of -4- the Elgin Municipal Code, 1976, as amended, is hereby incorporated by reference, as if set out verbatim. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service. Any violation of this paragraph shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. 15. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. 16. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the CONSULTANT shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the CONSULTANT would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any proposed subcontractor shall require the CITY's advanced written approval. 17. NO CO -PARTNERSHIP OR AGENCY This Agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. 18. SEVERABILITY The parties intend and agree that, if any paragraph, sub -paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 19. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 20. MODIFICATION OR AMENDMENT This Agreement and its attachments constitute the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by - 5 - written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof, or change order as herein provided. 21. APPLICABLE LAW This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. NEWS RELEASES The CONSULTANT may not issue any news releases without prior approval from the DIRECTOR, nor will the CONSULTANT make public proposals developed under this Agreement without prior written approval from the DIRECTOR prior to said documentation becoming matters of public record. 23. COOPERATION WITH OTHER CONSULTANTS The CONSULTANT shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING The CONSULTANT certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 25. SEXUAL HARASSMENT As a condition of this contract, the CONSULTANT shall have written sexual harassment policies that include, at a minimum, the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; D. the vendor's internal complaint process including penalties; E. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. directions on how to contact the department and commission; G. protection against retaliation as provided by Section 6-101 of the Human Rights Act. -6- A copy of the policies shall be provided by CONSULTANT to the Department of Human Rights upon request (775 ILCS 5/2-105). 26. INTENTIONALLY OMITTED 27. WRITTEN COMMUNICATIONS All recommendations and other communications by the CONSULTANT to the DIRECTOR and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The DIRECTOR may also require other recommendations and communications by the CONSULTANT be made or confirmed in writing. 28. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: A. As to the CITY: Aaron Cosentino Chief Technology Officer City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to the CONSULTANT: Brian Adams Seven Hills Technolo y 4050 Executive Park Dr STE 330 Cincinnati. OH 45241 29. COMPLIANCE WITH LAWS Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement that the CONSULTANT shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, CONSULTANT hereby certifies, represents and warrants to the CITY that all CONSULTANT's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. CONSULTANT shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. The CITY shall have the right to audit any records in the possession or control of the CONSULTANT to determine CONSULTANT's compliance with the provisions of -7- this paragraph. In the event the CITY proceeds with such an audit the CONSULTANT shall make available to the CITY the CONSULTANT's relevant records at no cost to the CITY. CONSULTANT shall pay any and all costs associated with any such audit. 30. COUNTERPARTS AND EXECUTION This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine or email shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by facsimile machine or email shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. IN WITNESS WHEREOF, the parties hereto have entered into and executed this Agreement effective as of the date and year first written above. CITY O •.IN: By: Richard G. ozal, City Manar CONSULTANT: Seven Hills Technology, LLC Briaii /!darns Name/Print: Brian Adams Title: Partner Legal Dept\Agreement\Seven Hills Technology Consultant Agr-8-29-23.docx -8- ATTACHMENT A SCOPE OF SERVICES ATTACHMENT A C° Seven HMIs technology °oaa City of Eig CORE Integrtuo Statement of Work CA ', cp t-?. =; Created by: BrianAdams Seven Hills Technology / Prepared for: AaronCosentino City of Elgin What We Heard You S (1 y The City of Elgin is looking to move from Paymentus to a new payment services provider, CORE. CORE is offering better rates and willing to provide better customer service than the current ven In order to successfully accomplish this, the City of Elgin portal must be updated to use CORE payments instead of Paymentus. Prop s We will convert the City of Elgin portal to use CORE payments based on the API provided by COF Our plan is to remove the Paymentus integration from the City of Elgin Portal web and mobile ap then replace those integration components with ones interfacing with CORE. This integration wil include updating the following features: • Facilitate token migration between providers • One-time payments (guest users and logged in users) • Saved cards and wallet management • Implementing saved bank account methods • AutoPay conversion (current method) • AutoPay upgrades (switching to CORE for AutoPay) • Business License payments • LPI payments Token Migration The token migration is how we will take saved cards in Paymentus and move them over to CORE Seven Hills will facilitate as much as possible in this process, however it is out of our control as tl has to happen between the vendors. We will need to work with Paymentus immediately on how can accomplish this. If they are not able or willing to migrate the cards in an affordable and time - effective manner, we may have to send out notices to all users with saved cards to have them ju into the system and re-enter their payment methods so they will work with CORE. Saved Cards For changing the saved cards functionality of the portal, we will do the following: • Update Billing settings to support the new Saved Cards integration from CORE • Use Saved Cards for one time payments and Autopay • Adding a saved payment method through an iFrame Page 2 of 5 One -Time Payments To convert one-time payments from Paymentus to CORE, we will do the following: • Remove Paymentus integration • Add support for CORE iFrame integration for one time payments • Allow authenticated and unauthenticated users to make one time payments through CORE • Update Quick Permits payment checkout to use CORE AutoPay Conversion Converting the AutoPay mechanism from Paymentus to CORE includes the following: • Setup Autopay configuration to use CORE • Update the payment processor to use CORE to take automatic payments AutoPay Upgrade This is a larger piece and may change. Based on the conversations with CORE, the current plan is: • Work with CORE to integrate with Naviline • Setup an automatic process that uploads files to their SFTP server which will automatically process payments • Use CORE to configure Autopay for users If CORE has issues with some of these integration items, we will work with them to adjust it and make something work within the budgeted dollar amount. Process Seven Hills Technology will work with the City of Elgin to determine the best process for implementing the integration. We may continue to use the bi-weekly cadence currently in place, or we may switch to something else depending on availability and timing required for the implementation. Tmeline Page 3 of 5 Core Integration Jira Hierarchy: Initiative to Sub -Task (Showing full hierarchy) View: Color by (Status) Sort by (Rank) Warnings: Enabled 04 2023 DOT 4 issues without parent Eplc - 4 issues > ® CECI-4 Saved Cards > ® CECI-3 Payment Ul > ® CECI-2 AutoPay Conversion > D CECI-1 AutoPay Upgrade Story - 0 Issues Sub -Task - 0 Issues Date range: Oct 01, 2023 - Feb 01, 2024 Filters: No filter applied NOV 01 2024 DEC JP14 LEGEND Issue type: p Eplc 0 Story li Task CI Sub -task Scenario changes: E v Unsaved changes Release: • On -Track 0 Off -Track 6 Released Color by (Status): II To Do Done In Progress System Icons: u Start/end date field j0. Date Inferred from sprint 0 Date Inferred from release 19 Rolled -up value ® © Dates outside current view range — O Dependency — o Dependency warning Exr Teams and sprints currently not In this plan Exported on 08/27/2023 I Powered by Jlra Software Our expected timeline for the project is about 2-2.5 months for the initial implementation, and about 4 months total for the full AutoPay upgrade. However, we will implement the project in a way to allow the City to move on from Paymentus as soon as possible. In order to help the City move on from Paymentus in a timely fashion, we will start by replacing all user -facing parts of the portal. This will be the majority of the "heavy lifting" required in this project. This is expected to take about 2.5 months to complete. During this time we will also convert the AutoPay system in its current form to use CORE APIs instead of Paymentus APIs. This means that we will be able too fully move the City off of Paymentus prior to the end of the year. That timeline is contingent on some things, which are listed below. Upon completion of the first phase of this project, and once the City is using CORE for their payments, we will work with CORE to implement a more robust AutoPay system. We will wait on this as it's not part of the critical path to moving off of Paymentus. OcnVngeL odes Page 4 of 5 The ability for Seven Hills to accomplish our goals within the timeline provided depends largely on the cooperation of both Paymentus and CORE. Should these other vendors cause delays, we will be unable to finish the project on time. Your investment Saved Cards - Saved Payment Method $7,000.00 One Time Payments $15,000.00 Autopay - Basic $8,000.00 Autopay - Upgrade $14,000.00 Seven Hills Technology �Yian %darns bUsIcw tliNVCINOALPIIIVA' City of Elgin Total Brian Adams Aaron Cosentino $44,000.00 Page 5 of 5