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HomeMy WebLinkAbout23-24 Resolution No. 23-24 RESOLUTION AUTHORIZING EXECUTION OF A WEBSITE MAINTENANCE AGREEMENT WITH SEVEN HILLS TECHNOLOGY, LLC FOR PROFESSIONAL SERVICES IN CONNECTION WITH PORTAL AND MOBILE APPLICATION DEVELOPMENT 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 a Website Maintenance Agreement on behalf of the City of Elgin with Seven Hills Technology, LLC, for professional services in connection with portal and mobile application development,a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 22, 2023 Adopted: February 22, 2023 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk WEBSITE MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into this 22nd day of February , 2023,by and between the City of Elgin,an Illinois municipal corporation(hereinafter referred to as"City")and Seven Hills Technology,LLC,an Ohio limited liability company(hereinafter referred to as"Seven Hills"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and Seven Hills shall sell the goods and/or services described by Attachment A,attached hereto and made a part hereof. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 3. TERMINATION. This Agreement shall terminate on February 28, 2024; provided,however that either party hereto may terminate this Agreement at any time for any reason upon thirty(30)days written notice to the other party, without penalty, as provided for herein. 4. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Seven Hills hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and Seven Hills agrees that service by first class U.S. mail to Seven Hills Technology, 4700 Ashwood Drive, Blue Ash, OH 45241 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. MERGER. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal,written or implied between the parties hereto. 7. INTEREST. Seven Hills hereby 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 to which it may otherwise be entitled pursuant to law,including,but not limited to,pursuant to the Local Government Prompt Payment Act (50 ILCS 50511, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1,et seq.),as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 8. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this agreement shall remain in full force and effect. 9. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, Seven Hills 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, Seven Hills hereby certifies,represents and warrants to the City that all of Seven Hills'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. Seven Hills 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 Seven Hills to determine Seven Hills's compliance with the provisions of this section. In the event the City proceeds with such an audit, Seven Hills shall make available to the City Seven Hills 's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 10. 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. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e- mail 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 fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 11. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto,the terms and provisions of this purchase agreement shall supersede and control. 12. PAYMENT. City shall pay an amount of$7,225 per month for a period of 12 months,which shall be paid within thirty(30)days of receipt of invoice for a total sum of$86,770. The aforementioned total sum is inclusive of all applicable taxes. The City is a tax-exempt governmental body. 13. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 2 14. INDEMNIFICATION. To the fullest extent permitted by law, Seven Hills agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims,suits,judgments,costs,attorney's fees,damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Seven Hills or Seven Hills's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. 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. 15. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. 16. WAIVER. Neither party hereto shall be responsible for any consequential, indirect,punitive or incidental damages for any reason whatsoever.Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute,and shall not be construed as, a waiver of any such rights. 17. LIMITATION OF ACTIONS. Seven Hills shall not be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two (2) years from the termination of this Agreement. 18. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or its officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1-101,et seq.,as amended,the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq.,as amended, and/or as otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts, as amended,and/or as otherwise provided by law shall fully apply to any claims asserted or which might be asserted against the City and/or its respective officials, officers,employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 19. NO SPECIAL OR OTHER DUTY. No special duties or obligations are intended and shall not be deemed or construed to be created by this agreement. Notwithstanding anything to the contrary in this agreement, it is agreed and understood that.no third party beneficiaries are intended or shall be construed to be created by the provisions of this agreement and it is the intention of the parties hereto that no action may be commenced by any person or entity against the City and/or its officials,officers, employees,agents and/or other related persons or entities for monetary damages for any alleged breach or failure to provide services described in this agreement. The provisions of this section shall survive any expiration and/or termination of this agreement. 3 The person signing this Agreement certifies that s/he has been authorized by Seven Hills to commit Seven Hills contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. SEVEN HILLS TECHNOLOGY, LCC CI LGIN Brian Adams Print Name Richard G. Kozal, by anager � i"'' /4"'11;1 Attest: Signature Partner Title ity Clerk Legal Dept\Agreement\Seven Hills Agreement-1-27-23.docx 4 ■ Seven Hills technology ATTACHMENT A Statement of Work Elgin Support and Maintenance SoW Created For Created By Aaron Cosentino Brad Gardner City of Elgin Seven Hills Technology JANUARY 17,2023 Hands-on Collaboration, Good People. Impactful Technology, 6i t Introduction DEAR AARON, THANK YOU FOR THE OPPORTUNITY TO WORK WITH YOU AND YOUR TEAM. We have greatly enjoyed our partnership thus far and are excited to move into the next phase of supporting and maintaining the portal for The City of Elgin. Below you will find our proposal for routine feature development, maintenance, and support that we believe will cover the needs of the city adequately to ensure the continued success of the portal. We look forward to meeting with you to discuss next steps. Brad Gardner CEO, Seven Hills Technology, LLC Seven Hills • •• Proposal In order to support and maintain The City of Elgin's public portal,we propose establishing a monthly budget of hours that will be primarily focused on development of features or ongoing items that the city deems important. In addition to new feature development, the budget will be used for routine maintenance and support when deemed necessary by both The City of Elgin and Seven Hills Technology. Feature Development Feature development includes the building of new features or enhancements to the portal.We propose utilizing a standard scrum process with the following tools and process: -A 2 week sprint schedule for routine feature development and planned maintenance activity. - Shared slack channel to report issues that need immediate attention. -A sprint planning and update meeting once every 2 weeks for 1 hour. -As needed refinement meetings or communication to help define and estimate new features before development is planned. Routine Maintenance Routine maintenance includes the required updates and routine changes to keep the portal and its infrastructure up to date with modern standards, secure, and performant.These will include occasional updates to the code to stay in compliance with 3rd party requirements, and routine work on the servers involved in hosting the portal to stay up to date with the latest security updates and patches. We propose setting aside a small percentage of the budget on a sprint by sprint basis to cover routine maintenance items. Some sprints may not need any time at all,while others may require a fair bit of time depending on the maintenance task. These should be discussed in sprint planning meetings so budget and capacity can be planned accordingly. Support Support includes any issues found that are impactful to users and need addressed outside of the normal planned work. Examples include problems with 3rd party integrations, or bugs that impact a user's ability to use the portal. It also includes total outages or problems in the portal infrastructure. We propose that since support cannot be planned for efficiently,we utilize the existing budget until it's limit is reached, and notify the staff at Elgin of our need to exceed the planned budget if necessary so that all parties are aware at the time of the support effort. Monitoring We strive to be proactive in our support of systems, and as a result we employ a number of tools to monitor systems for problems before they impact users. We propose setting up and utilizing our standard monitoring tools to be alerted to any problems with the portal or its infrastructure ahead of any user implications. Support Terms We strive to support our clients in as timely a fashion as possible in all instances, however we are not equipped to efficiently run a 24/7 call center or support desk.As such, below are the commitments that our team can make in regard to response and resolution times as well as the support and maintenance of the system itself. If 24/7 availability is desired,we will work with you to identify an appropriate partner to provide front line support and help you manage that process while we provide level 2 support. Response times For critical production issues, we will guarantee same business day response inside of business hours. For requests of any nature outside of business hours, we will provide a best effort response and strive to resolve any issues outside of normal business hours if possible and subject to the availability of our appropriate staff. For non critical support requests, we will add them to a support queue for next day response and potentially triage them into the normal planned development efforts depending on the priority and in coordination with Elgin. Infrastructure In addition to monitoring and routine alerts of any detected problems.We will work with you to plan and document backup and disaster recovery plans, detailing desired RTO (recovery time objective) and RPO (recovery point objective) metrics for the portal and it's supporting infrastructure. Your Investment Below is a basic rate card highlighting the proposed rate for the routine monthly budget, and an excess rate for time spent over the expected budget in a given month.Any time spent over the planned budget will be discussed and reviewed with The City of Elgin prior to spending any time or incurring any costs. DESCRIPTION RATE QTY/MONTH SUBTOTAL Regular planned development $125 45 $5,625 Excess hours(unplanned as needed) $150 0 $0 Elastic Cloud Hosting(estimate) $450 Hosting for Elasticsearch(used for cross-sitesearch),performance monitoring, business analytics Service Fee $150 Service fee for managing hosting and infrastructure Support $1,000 standard business hours phone and email support,bug fixes,proactive monitoring and alerting