City of St. Helena
Regular City Council Meeting
Tuesday, March 12, 2024 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena
PLEASE NOTE: Any person who wishes to speak regarding an item on the agenda or make a comment under the "Oral Communication" portion of the agenda may do so, but please observe the time limit of four minutes. The Mayor may reduce the four minute time limit for all speakers in circumstances where a large number of citizens intend to make public comment.
Public comment for meetings will be accepted via email to [email protected]. All public comments must be received three hours prior to the meeting. All other public comments received after the deadline will be attached to the item the next business day or soon thereafter. Public comments will not be read out loud but will be publicly available and attached to the on-line agenda.
The schedule of upcoming meetings and published meeting agendas can be found on the City of St. Helena website at https://sthelena.civicweb.net/portal/.
Page
1. CALL TO ORDER
2. ROLL CALL
Mayor: Paul Dohring, Vice Mayor Eric Hall:, City Council Members: Anna Chouteau, Patrick Kenealy, Billy Summers
3. PLEDGE OF ALLEGIANCE
4. ADOPTION OF THE AGENDA
5. APPROVAL OF THE MINUTES
Estimated start time: 6:05 p.m.
5.1. Consideration and proposed approval of Regular Meeting Minutes of February 27, 2024.
Minutes
7 - 19
6. PUBLIC FORUM:
Members of the public are entitled to speak on matters of municipal concern not on the agenda during Public Forum. Each person’s comments shall be limited to 4 minutes. Each person is entitled to speak on any non-agendized item only once at any meeting. Brief questions by Council Members for clarifications may be posed and answered, and Council Members may make requests that items be placed on future agendas, but in accordance with state law, no substantive discussion or action may take place unless and until the matter properly appears on the agenda.
Estimated start time: 6:10 p.m.
7. REPORTS BY STAFF AND CITY COUNCIL, FUTURE AGENDA ITEMS, AND
AB 1234 REPORTS:
Reports by staff and/or Council Members on items of general interest. Brief questions for clarification may be posed and answered, and Council Members may request that items be placed on a future agenda. Except under certain circumstances, the Brown Act prohibits any other discussion or action by the City Council.
Estimated start time: 6:20 p.m.
8. PRESENTATIONS AND PUBLIC RECOGNITIONS
8.1. Proclaiming March American Red Cross Month presented to Andy Witthohn, American Red Cross of Napa and Sonoma
Estimated start time: 6:25 p.m.
Proclamation
21 9. STAFF BRIEFING
None
10. CONSENT ITEMS
Members of the Council or the public (present at the meeting) may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote) Estimated start time: 6:35 p.m.
10.1. Consideration and Adoption of a Resolution awarding a Professional Services Agreement with Central Square Technologies for upgrade of St. Helena's permit tracking software in an amount not to exceed $125,177.
CEQA Determination: Not a CEQA project
Prepared By: Maya DeRosa, Community Development Director Recommendation:
Approve the attached resolution.
Staff Report - Pdf
23 - 93
10.2. Consideration and Adoption of a Resolution authorizing Agreement #1 to STH Contract: FY2023-028 with Client First Technologies for migration implementation technical support to City during Central Square software upgrade transition for an additional $50,000 for a total contract amount not-to-exceed $56,700.
CEQA Determination: Not a CEQA project
Prepared By: Maya DeRosa, Community Development Director Recommendation:
Staff recommends the City Council adopt the attached Resolution.
Staff Report - Pdf
95 - 130
10.3. Approval of a Professional Services Agreement with Toole Design to prepare a Streets Master Plan for a not-to-exceed cost of $229,946. 131 - 164
CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Asst. to the City Manager
Recommendation:
Approve the attached resolution.
Staff Report - Pdf
10.4. Consideration and approval of a resolution authorizing (1) a temporary closure of Adams Street on Saturday, May 4, 2024, from 6:00 a.m. to 6:00 p.m.; and (2) mobile food vendors to park and operate on Library Lane during the car show event.
CEQA Determination: Categorically Exempt, Section 15323 Prepared By: Rebecca White, Administrative Assistant
Recommendation:
Staff recommends approval of the attached resolution.
Staff Report - Pdf
165 - 175
10.5. Consideration and proposed approval of a Resolution (1) Awarding the Kearney and Andrea Watermain Project to Maggiora & Ghilotti Inc. in the amount of $1,436,830.00; (2) Requesting a budget increase for project S23-01 of $11,200; (3) Authorizing the City Manager to execute the Construction Contract with Maggiora & Ghilotti Inc. in the amount of $1,436,830; (4) Authorizing a contingency not to exceed 15% of the total contract; and (5) Determining the project to be exempt from the requirements of the California Environmental Quality Act (CEQA).
CEQA Determination: Class I Categorical Exemption under Section 15301 of CEQA
Prepared By: Mario Traverso, Project Manager
Recommendation:
Approve the Resolution
Staff Report - Pdf
177 - 197
10.6. Approval of a resolution authorizing an additional $25,632 for the purchase of filter valve automation cards as part of the Water Treatment Plant Valve control technology Improvements for a total notto-exceed cost of $90,781.
CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Asst. to the City Manager
Recommendation:
Adopt the attached resolution.
Staff Report - Pdf
199 - 206
10.7. Approval of a resolution (1) authorizing the City Manager to execute a Professional Services Agreement with West Yost for Engineering Services to complete a Hydraulic Model update for the water system for a not to exceed cost of $192,900 (2) Establishing a Capital Improvement Project W24-09 Water System Hydraulic Model Update and budget of $192,900 and (3) Authorize a budget transfer of $192,900 from Water Operations Fund 561 to the Water Capital 207 - 237
Improvement Fund 763.
CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Asst. to the City Manager
Recommendation:
Authorization to execute the professional services contract and to create and fund a capital improvement project.
Staff Report - Pdf
11. PUBLIC HEARINGS
None
12. OLD BUSINESS
Estimated start time: 6:40 p.m.
12.1. City Council Discussion and Direction for Draft Charter City Language for Consideration on the November 5, 2024 Ballot.
CEQA Determination: Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Recommendation:
Provide direction to staff regarding the recommended Charter City language.
Staff Report - Pdf
239 - 244
13. NEW BUSINESS
Estimated start time: 7:00 p.m.
13.1. Consideration of a Resolution authorizing the waiver of planning application fees and certain development impact fees in an amount not to exceed $47,057.92 and use of Affordable Housing Trust Funds and/or Measure E Funds in an amount not to exceed $17,990.30 for the remaining balance of development impact fees in order to accommodate a 5-unit affordable housing project at 951 Pope Street in the Medium Density Residential district.
CEQA Determination: Exempt
Prepared By: Aaron Hecock, Senior Planner
Recommendation:
Approve the attached resolution.
Staff Report - Pdf
Presentation
245 - 259
14. CITY COUNCIL REPORTS:
14.1. A. Association of Bay Area Governments (ABAG) - Executive Board B. Association of Bay Area Governments (ABAG) - General Assembly C. Napa Valley Tourism Corporation (Umbrella for Napa County)
D. League of California Cities – North Bay Division
E. Napa County City Selection Committee
F. Napa County Flood Control and Water Conservation District G. Youth Opportunities Commission
H. Napa County Local Agency Formation Commission (LAFCO) I. Napa Valley Transportation Authority (NVTA)
J. Napa County Watershed Information Center & Conservancy (WICC) K. Upper Valley Waste Management Agency
L. Napa County Groundwater Sustainability Plan Advisory Committee M. Napa County Regional Climate Action Committee
N. Council Ad Hoc and Standing Committee Reports
15. ADJOURNMENT
The next Regular City Council meeting is scheduled for March 26, 2024 This agenda was posted at City Hall, 1088 College Avenue, and at Vintage Hall, 465 Main Street, St. Helena, California on March 7, 2024.
Cindy Tzafopoulos, City Clerk
In Compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please call the City Clerk’s Office (707) 967-2792. Notification 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act will enable the City to make reasonable arrangements to ensure accessibility to this meeting.
CHALLENGING DECISIONS OF CITY ENTITIES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City of St. Helena is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision, including without limitation Government Code section 65009 applicable to many land use and zoning decisions, Government Code section 66499.37 applicable to the Subdivision Map Act, and Public Resources Code section 21167 applicable to the California Environmental Quality Act (CEQA). Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within
that 90-day period, will be barred. Government Code section 65009 and 66499.37, and Public Resources Code section 21167, impose shorter limitations periods and requirements, including timely service in addition to filing.
If a person wishes to challenge the above actions in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of St. Helena, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.
SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA
Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, will be available for public review in the City Clerk’s Office located at 1088 College Avenue, St. Helena, California, during normal business hours and by appointment. In addition, such writings or documents will be made available on the City’s web site at https://sthelena.civicweb.net and will be available for public review at the respective meeting.
MINUTES
City of St. Helena
Special City Council Closed Session, Special City
Council Mtg and Regular City Council Meeting
Tuesday, February 27, 2024 @ 5:30 PM
Vintage Hall Board Room
465 Main Street, St. Helena
A complete video recording of this meeting, except for closed session, can be found at https://sthelena.civicweb.net/Portal/ or by calling the City Clerk at (707) 968-2742. The City Council video is the official record of the Council meeting.
Present: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
Absent: None
1. *CANCELLED* 5:00PM SPECIAL CLOSED SESSION MEETING
1.1 Conference with Legal Counsel: Liability Claim (Gov’t Code sec. 54956.9) Claimant: Thompson Builders Corp.
Agency claimed against: City of St. Helena
1. 5:30PM SPECIAL CITY COUNCIL MEETING
1.1 Library Board of Trustees Applicant interviews:
1. John Heflebower
2. Donald Loveless
Vice Mayor Eric Hall moved to approve the agenda as amended. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
1. 6:00PM REGULAR MEETING OF THE ST. HELENA CITY COUNCIL
2. CALL TO ORDER
3. ROLL CALL
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
4. PLEDGE OF ALLEGIANCE
5. ADOPTION OF THE AGENDA
6. APPROVAL OF MINUTES
6.1 Consideration and proposed approval of Regular Meeting Minutes of February 13, 2024
Vice Mayor Eric Hall moved to approve the minutes. The motion was seconded by Council Member Billy Summers and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
7. PUBLIC FORUM:
No public comment was received.
8. REPORTS BY STAFF AND CITY COUNCIL, FUTURE AGENDA ITEMS, and AB 1234 REPORTS:
Reports were made.
9. PRESENTATIONS AND PUBLIC RECOGNITIONS
9.1 Boys and Girls Club Update by Lana Tillotson, Lead Unit Director St. Helena Clubhouse, Boys & Girls Clubs of St. Helena and Calistoga Estimated start time: 6:25 p.m.
This item wasn't heard.
9.2 Recognizing former Council Member Lester Hardy for his contributions, hard work and commitment to our community.
Estimated start time: 6:35 p.m.
Diane Dillon, Loraine Stuart and Janet Pagano addressed the City Council.
Former City Council Member Lester Hardy was recognized.
10. STAFF BRIEFING
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
10.1 Red Flag Gun Law Firearm Safety Presentation
CEQA Determination: Not a CEQA project
Prepared By: Chris Hartley, Chief of Police
Recommendation:
Receive and file.
Fil Bianco, Police Sergeant provided a presentation.
11. CONSENT ITEMS
Members of the Council or the public may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote)
11.1 This item was removed from consent.
Consideration and approval of a resolution: (1) Approving a five-year Contract between the City of St. Helena and Motorola Solutions to provide Body Worn Camera Services and Equipment to the Police Department for a five-year contract not-to-exceed $70,860 for services and upfront cost for hardware, accessories and implementation; and (2) Authorizing a budget increase of $34,000.
11.2 Consideration and Proposed Approval of a Resolution Authorizing a Lease Agreement Assignment and Estoppel by and between Pacific Union College and the City of St. Helena (Lessor), Gallo Vineyards, Inc. (Lessee) and Precision Vineyards LLC.
CEQA Determination: Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Recommendation:
Staff recommends approval of the attached resolution.
11.3 This item was removed from consent.
January 2024 Review and Forecasting of City Water Supply Availability.
11.4 This item was removed from consent.
Consideration and Adoption of a Resolution awarding a Professional Services Agreement with Dyett and Bhatia Planning Consultants for preparation of the City's Downtown Specific Plan in an Amount Not-to-Exceed $500,000 and authorizing the City Manager to execute the agreement.
11.5 Consideration and proposed approval of a resolution approving (1) a temporary closure of Adams Street from Friday, May 17, 2024, at 6:00 p.m. to Sunday, May 19, 2024, at 6:00 p.m.; and (2) authorizing possession of open alcoholic Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
beverages on this public street for the Neighborhood Community Table Event scheduled for Saturday, May 18, 2024, from approximately 5:00 p.m. to 9:00 p.m.
CEQA Determination: Categorically Exempt, Section 15323 Prepared By: Rebecca White, Administrative Assistant
Recommendation:
Staff recommends approval of the attached resolution.
11.6 This item was removed from consent.
Consideration of approval of a Resolution (1) authorizing the City Manager to execute a funds transfer agreement to accept funds for the Pedestrian Safety Improvements for the Spring Street/Highway 29 Intersection Project, a Priority Legislative Budget Project as granted in Assembly Bill 102, (2) authorizing staff to create a Capital Improvement Project and establish a budget of $500,000 upon receipt of the funds.
11.7 Proposed approval of a resolution authorizing:
(1) Duly adopting and approving publicly available pay schedule for St. Helena Employees Association (SHEA) Classifications in accordance with the requirement of California Code of Regulations, Title 2, Section 570.5, which includes new salary ranges for the Underground Utilities Classifications effective March 1, 2024; and (2) Approving a budget adjustment in the amount of $8,785 for salary adjustments; and(3) Approve an Amendment to the Memorandum of Understanding between the City of St. Helena and SHEA dated July 1, 2022 through June 30, 2025.
CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Recommendation:
Approve the attached resolution.
11.8 This item was removed from consent.
Approval of a resolution establishing an on-call list for tree maintenance services and authorizing execution of three agreements: (1) West Coast Arborist for a not-to-exceed amount of $127,500 (2) Mountain F Enterprises, Inc for a Not-To-Exceed amount of $56,250 and (3) Skyview Tree Experts for a Not-To-Exceed amount of $56,250, each for a 3-year period.
11.9 This item was removed from consent.
Authorization to enter into a lease-purchase agreement with Enterprise Fleet Management to lease and purchase ten (10) new operations vehicles for the Public Works and Fire departments for a not to exceed cost of $516,166.95 which includes a 15% contingency for supply variations and authorization to lease comparable vehicles should the proposed vehicles not be available.
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
Council Member Anna Chouteau moved to approve 11.2, 11.5 and 11.7. The motion was seconded by Vice Mayor Eric Hall and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
11.1 Consideration and approval of a resolution: (1) Approving a five-year Contract between the City of St. Helena and Motorola Solutions to provide Body Worn Camera Services and Equipment to the Police Department for a five-year contract not-to-exceed $70,860 for services and upfront cost for hardware, accessories and implementation; and (2) Authorizing a budget increase of $34,000.
CEQA Determination: Exempt
Prepared By: Justin Tharp, Lieutenant
Recommendation:
Approve the attached resolution.
No public comment was received.
Vice Mayor Eric Hall moved to approve 11.1. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
11.3 January 2024 Review and Forecasting of City Water Supply Availability.
CEQA Determination: Not a CEQA project
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:
Receive and file.
No public comment was received.
11.4 Consideration and Adoption of a Resolution awarding a Professional Services Agreement with Dyett and Bhatia Planning Consultants for preparation of the Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
City's Downtown Specific Plan in an Amount Not-to-Exceed $500,000 and authorizing the City Manager to execute the agreement.
CEQA Determination: Not a CEQA project
Prepared By: Maya DeRosa, Community Development Director Recommendation:
Staff is recommending the City Council approve a resolution awarding a Professional Services Agreement with Dyett and Bhatia Planning Consultants for preparation of a Downtown Specific Plan in an Amount Not To Exceed $500,000 and authorizing the City Manager to execute the agreement.
No public comment was received.
Council Member Anna Chouteau moved to approve 11.4. The motion was seconded by Vice Mayor Eric Hall and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
11.6 Consideration of approval of a Resolution (1) authorizing the City Manager to execute a funds transfer agreement to accept funds for the Pedestrian Safety Improvements for the Spring Street/Highway 29 Intersection Project, a Priority Legislative Budget Project as granted in Assembly Bill 102, (2) authorizing staff to create a Capital Improvement Project and establish a budget of $500,000 upon receipt of the funds.
CEQA Determination: Exempt
Prepared By: Mario Traverso, Project Manager
Recommendation:
Approve the Resolution
No public comment was received.
Mayor Paul Dohring moved to approve 11.6. The motion was seconded by Vice Mayor Eric Hall and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
11.8 Approval of a resolution establishing an on-call list for tree maintenance services and authorizing execution of three agreements: (1) West Coast Arborist for a not-to-exceed amount of $127,500 (2) Mountain F Enterprises, Inc for a Not-To-Exceed amount of $56,250 and (3) Skyview Tree Experts for a Not-To-Exceed amount of $56,250, each for a 3-year period.
CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Asst. to the City Manager
Recommendation:
Approve agreements for on-call tree maintenance services with West Coast Arborist, Skyview Tree Experts and Mountain F. Enterprises, Inc.
No public comment was received.
11.9 Authorization to enter into a lease-purchase agreement with Enterprise Fleet Management to lease and purchase ten (10) new operations vehicles for the Public Works and Fire departments for a not to exceed cost of $516,166.95 which includes a 15% contingency for supply variations and authorization to lease comparable vehicles should the proposed vehicles not be available.
CEQA Determination: Exempt
Prepared By: Clayton Church, Public Works Operations Manager, Lesley Milton, Asst. to the City Manager
Recommendation:
Staff recommends authorizing the City Manager authority to purchase of 10 vehicles with the recommended replacements (listed in appendix A) based on SourceWell pricing and availability from Enterprise. City staff are dedicated to the Council’s goal of integrating alternative fuels into the City fleet and lowering the City’s carbon and environmental footprint.
No public comment was received.
Council Member Anna Chouteau moved to approve 11.9. The motion was seconded by Council Member Billy Summers and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
12. PUBLIC HEARINGS
None
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
13. OLD BUSINESS
13.1 Consideration and proposed approval of a resolution for the City Council appointment of an applicant to fill the vacancy created by the resignation of Council Member Lester Hardy, and direct the City Clerk to administer the Oath of Office to the New Council Member
Estimated start time: 7:15 p.m.
CEQA Determination: Not a CEQA project
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:
Nominate an applicant for approval by the majority of Council. Direct the City Clerk to administer the oath of office.
No public comment was received.
Council Member Anna Chouteau moved to appoint Doug Boeschen. The motion was seconded by Mayor Paul Dohring and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Council Member Anna Chouteau
NOES: Vice Mayor Eric Hall and Council Member Billy Summers ABSENT: None
ABSTAIN: None
RECUSE: None
The motion failed due to lack of votes.
Council Member Anna Chouteau moved to appoint Chris Warner. The motion was seconded by Mayor Paul Dohring and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Council Member Anna Chouteau
NOES: Vice Mayor Eric Hall and Council Member Billy Summers ABSENT: None
ABSTAIN: None
RECUSE: None
The motion failed due to lack of votes.
Vice Mayor Eric Hall moved to appoint Patrick Kenealy. The motion was seconded by Council Member Billy Summers and on roll call carried by the following vote:
AYES: Vice Mayor Eric Hall and Council Member Billy Summers Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
NOES: Mayor Paul Dohring and Council Member Anna Chouteau ABSENT: None
ABSTAIN: None
RECUSE: None
The motion failed due to lack of votes.
Mayor Paul Dohring moved to appoint Doug Boeschen. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Council Member Anna Chouteau
NOES: Vice Mayor Eric Hall and Council Member Billy Summers ABSENT: None
ABSTAIN: None
RECUSE: None
The motion failed due to lack of votes.
Mayor Dohring called for a ten minute recess.
Council Member Anna Chouteau moved to appoint Patrick Kenealy. The motion was seconded by Mayor Paul Dohring and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
Cindy Tzafopoulos, City Clerk administered the oath of office to Patrick Kenealy and he was seated at the dais.
14. NEW BUSINESS
14.1 2024 City Council Meeting Calendar
Estimated start time: 7:30 p.m.
CEQA Determination: Not a CEQA project
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:
Review the 2024 calendar and provide direction in regards to City Council meeting dates.
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
Cindy Tzafopoulos, City Clerk reported on the item.
No public comment was received.
It was the consensus of the City Council to adopt the calendar as presented.
The first meeting in July, second meeting in November and December will be cancelled.
Council Member Billy Summers moved to continue the meeting beyond 9:00 pm. The motion was seconded by Vice Mayor Eric Hall and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy and Council Member Billy Summers
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None
14.2 Establishment of 2024 City Council assignments to various City and Napa County Committees, Boards, and Commissions.
Estimated start time: 7:35 p.m.
CEQA Determination: Not a CEQA project
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:
Attachment 1 provides a list of current intergovernmental appointments and vacancies (vacancies are highlighted in yellow). Attachment 2 provides a list of Ad Hoc appointments (vacancies are highlighted in yellow). Staff recommends City Council review and provide affirmation or recommended changes to appointments.
Cindy Tzafopoulos, City Clerk reported on the item.
No public comment was received.
Appointments were made.
14.3 Receive Information and Provide Direction to Staff Regarding Opinion Research for a Real Property Transfer Tax Structure for the November 2024 Ballot
Estimated start time: 7:50 p.m.
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
CEQA Determination: Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Recommendation:
Provide direction on the structure of a Real Property Transfer Tax.
April Mitts, Asst. City Manager reported on the item.
No public comment was received.
It was the consensus of the City Council for the following actions:
1. The tax would not apply to properties that sell for under $1 million
2. Poll for a sunset vs. no sunset – if sunset, 8 years
3. No independent oversight committee (we don’t need to poll for this)
4. Poll 2 options:
a. Flat Tax – 2.5% on all sales over $1 million – estimated annual revenues $6.5 million
b. Graduated tax – 1.5% on total sales price between $1 - $5 million, 3% on total sales price over $5 million – estimated annual revenues $5.3 million
14.4 Consideration and proposed approval of a resolution for the City Council appointment of an applicant to fill the Library Board of Trustees vacancy created by the resignation of David Slaby
Estimated start time: 8:15 p.m.
CEQA Determination: Not a CEQA project
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:
Nominate an applicant for approval by the majority of Council.
Cindy Tzafopoulos, City Clerk reported on the item.
No public comment was received.
Council Member Anna Chouteau moved to continue the meeting beyond 9:30 pm. The motion was seconded by Vice Mayor Eric Hall and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Patrick Kenealy, and Council Member Billy Summers
NOES: None
ABSENT: None
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
ABSTAIN: None
RECUSE: None
Mayor Paul Dohring moved to appoint Donald Loveless to the Library Board of Trustees. The motion was seconded by Council Member Patrick Kenealy and on roll call carried by the following vote:
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, and Council Member Patrick Kenealy
NOES: Council Member Billy Summers
ABSENT: None
ABSTAIN: None
RECUSE: None
15. CITY COUNCIL REPORTS:
15.1 A. Association of Bay Area Governments (ABAG) - Executive Board B. Association of Bay Area Governments (ABAG) - General Assembly C. Napa Valley Tourism Corporation (Umbrella for Napa County) D. League of California Cities – North Bay Division
E. Napa County City Selection Committee
F. Napa County Flood Control and Water Conservation District G. Youth Opportunities Commission
H. Napa County Local Agency Formation Commission (LAFCO) I. Napa Valley Transportation Authority (NVTA)
J. Napa County Watershed Information Center & Conservancy (WICC) K. Upper Valley Waste Management Agency
L. Napa County Groundwater Sustainability Plan Advisory Committee M. Napa County Regional Climate Action Committee
N. Council Ad Hoc and Standing Committee Reports
16. ADJOURNMENT
Agenda Item #5.1.
Special City Council Closed Session, Special City Council Mtg and Regular City Council February 27, 2024
Mayor Dohring adjourned the meeting at 9:55 p.m.
APPROVED:
______________________________
Paul Jamison Dohring, Mayor
ATTEST:
_________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #5.1.
City of St. Helena
PROCLAMATION
AMERICAN RED CROSS MONTH, 2024
A Proclamation
Whereas, during American Red Cross Month in March, we recognize the compassion of people in St. Helena and reaffirm our commitment to care for one another in times of crisis.
Whereas, this generous spirit is woven into the fabric of our community and advances the humanitarian legacy of American Red Cross founder Clara Barton — one of the most honored women in our country’s history —who nobly dedicated herself to alleviating suffering.
Whereas, Today, kindhearted individuals in St. Helena exemplify Barton’s commitment as they step up through the Red Cross in the Northern California Coastal Region to provide a beacon of hope for our neighbors in need. Through their voluntary and selfless contributions, they make a lifesaving difference in people’s darkest hours — whether it’s delivering shelter, food and comfort during disasters; providing critical blood donations for hospital patients; supporting military families, veterans and caregivers through the unique challenges of service; saving lives with first aid, CPR and other skills; or delivering aid and reconnecting loved ones separated by global crises.
Whereas, we hereby recognize this month of March in honor of all those who lead with their hearts to serve people in need, and we ask everyone to join in this commitment to strengthen our community.
Now, therefore, I, Paul Jamison Dohring, Mayor of St. Helena, along with the St.
Helena City Council, and by virtue of the authority vested in me by the laws of the City of St. Helena and the State of California, do hereby proclaim March 2024 as Red Cross Month. We encourage all citizens of St. Helena to reach out and support its humanitarian mission.
In witness whereof, I have hereunto set my hand this 12th day of March, in the year two thousand twenty-four, and in St. Helena, California. ____________________________
Paul Jamison Dohring, Mayor
City of St. Helena
Agenda Item #8.1.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Planning
DATE: March 12, 2024
FROM: Maya DeRosa, Community Development Director
SUBJECT: Consideration and Adoption of a Resolution awarding a Professional Services Agreement with Central Square
Technologies for upgrade of St. Helena's permit tracking software in an amount not to exceed $125,177.
GOAL: Goal 5: Enhance Quality of Life, Goal 7: Enhance
Organizational Effectiveness
RECOMMENDED
ACTION:
Approve the attached resolution.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
PURPOSE:
The purpose is to approve a Professional Services
Agreement with Central Square Technologies to upgrade
St. Helena's permit tracking software.
FINANCIAL IMPACT: The Financial Impact is the total Professional Services Agreement amount for a total of $125,177. Funds are
included in the adopted budget; therefore, no budget
adjustment is required.
BACKGROUND:
In 2013 the City entered into an agreement with Central Square to help the City have electronic permit tracking known as TRAKiT software. Over the years, newer versions of the software have been released; however, for budget and other reasons, the City had not upgraded the software. The current system requires building permits be submitted over-the-counter and not as electronic plan submittals. All the internal permit tracking is done electronically which allows City staff to track the status of a permit, but there is no interface for the customer to track the permit or schedule inspections electronically.
With the onset of COVID-19 in 2020, and the pause on in-person transactions at City Hall, it elevated the need for the City to invest in a software upgrade allowing a public portal where an applicant could submit and pay for both a building permit and planning permit online and complete a paperless process. Further, the City was seeking a software platform that all departments involved in the development review process could utilize for permit review and electronically submit and track their comments and the status of the project review.
Agenda Item #10.1.
This contract and professional services agreement request is considered an upgrade of existing software, and therefore a competitive bid process was not necessary; however, various proposals were solicited by staff as noted in the Discussion section below.
DISCUSSION:
As discussed in the Background Section of this staff report, the City desires to serve the public more efficiently and effectively via paperless permit processing for building permits, planning applications and encroachment permits. The City began the process of soliciting a proposal for the upgrade two years ago and concurrently studied the pros and cons of other permitting software vendors such as OpenGov, iWorQ, and Citizenserve. After a site visit with the City of Larkspur Building Department who provided a real time demonstration of the upgraded Central Square software and its capabilities, staff was very impressed with the ease of the customer portal interface and also how the software automated many routine tasks of permit intake. Please refer to Attachment 3 which is a user guide to ETRAKit that the City of Larkspur published which will provide the details of what this upgrade will also provide to St. Helena.
Further the software is Geographical Information System (GIS) compatible, which provides the ability to view permits geographically and access relevant permit information, a function not currently possible. Another benefit of continuing to work with Central Square is that they currently have all of our building permit data making the data migration process less cumbersome eliminating having to rebuild the building permit data base if the City used a different vendor.
Based on feedback received from Larkspur with their transition process, which was assisted by a third-party consultant, Client First, the full process which included regular testing and training, took one year for the software to go live to the public. St. Helena currently has Client First under contract and is separately submitting a PSA amendment to allow them to provide technical guidance and support to staff to assist with the go-live effort as the transition is a very time intensive and involves a highly technical work effort where we need on-going support to keep the transition on track.
Once the Central Square Technologies contract is approved, the steps of implementation are outlined in Appendix D to the agreement (Attachment 2). The City plans to issue a user guide similar to the one attached from Larkspur once the software goes live. The City has a kiosk station in the Community Development Department to assist members of the public with an online submittal should they need assistance or access to a public computer.
ENVIRONMENTAL REVIEW: None.
DOCUMENTS ATTACHMENTS:
Attachment 1 Resolution Central Square Agreement 3-12-2024 Attachment 2 Agreement and scope of work Central Square Attachment 3 City of Larkspur eTRAKiT Guide
Agenda Item #10.1.
CITY OF ST. HELENA
RESOLUTION NO. 2024-
RESOLUTON OF THE COUNCIL OF THE CITY OF ST. HELENA AWARDING A
PROFESSIONAL SERVICES AGREEMENT TO CENTRAL SQUARE TECHNOLOGY
CONSULTANTS FOR UPGRADE TO PERMIT TRACKING SOFTWARE IN AN AMOUNT NOT-TO-EXCEED $125,177
RECITALS
A. St. Helena entered into a prior Software Maintenance and Support Agreement dated September 25, 2013, including all amendments and change orders thereto for Software products with CRW Systems Inc, a Central Square Technologies, LLC company (the “Prior Agreement”); and
B. St. Helena is currently a licensed end user of the CRW Systems, Inc Software; and C. St. Helena desires to discontinue use of the CRW Systems, Inc. Software products and upgrade to the Central Square Software Solution identified in Exhibit 1 of the professional agreement; and
D. The approval of this Agreement shall replace and supercede the Prior Agreement directly related to the CRW Systems, Inc. Software products being replaced by this Agreement; and
E. The City desires to move to paperless permitting for Building, Planning and Public Works permitting functions and finds that the scope of the upgrade as outlined in the agreement scope of work will result in improved permitting efficiencies both for City staff and the public though better customer service; and F. City and Consultant now desire to enter into a PSA for the Community Development software upgrade; and
G. The total contract is for a not-to-exceed amount of $125,177.
RESOLUTION
The City Council of the City of St. Helena hereby resolves as follows:
1. The City Council approves a Professional Services Agreement with Central Square Technologies for permitting software upgrade for a total contract amount not-to-exceed $125,177; and
2. The City Council authorizes the City Manager to execute the agreement on behalf of the City.
Agenda Item #10.1.
Approved at a Regular Meeting of the St. Helena City Council on March 12, 2024, by the following vote:
Mayor Dohring: __________
Vice Mayor Hall: __________
Councilmember Chouteau: __________
Councilmember Kenealy: __________
Councilmember Summers: __________
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #10.1.
CentralSquare Solutions Agreement
This CentralSquare Solutions Agreement (the "Agreement"), effective as of the last signature hereto (the "Effective Date"), is entered into between CentralSquare Technologies, LLC with its principal place of business in Lake Mary, FL ("CentralSquare") and City of St. Helena, CA ("Customer"), together with CentralSquare, the "Parties", and each, a "Party".
WHEREAS, Customer entered into a prior Software Maintenance and Support Agreement dated September 25, 2013, including all amendments and change orders thereto for Software products with CRW Systems, Inc., a CentralSquare Technologies, LLC company (the “Prior Agreement”); and
WHEREAS, Customer is a currently licensed end user of the CRW Systems, Inc. Software; and WHEREAS, through asset purchase, CentralSquare is the owner of all CRW Systems, Inc. Software products, services, and contractual obligations; and
WHEREAS, Customer desires to discontinue use of the CRW Systems, Inc. Software products and upgrade to the CentralSquare Software solution identified in Exhibit 1 to this Agreement; and WHEREAS, this Agreement shall replace and supersede the Prior Agreement directly related to the CRW Systems, Inc.
Software products being replaced by this Agreement.
WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its customers and also provides maintenance, support, migration, installation and other professional services; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to provide support and maintenance, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement:
CentralSquare Technologies, LLC City of St. Helena
1000 Business Center Drive
Lake Mary, FL 32746
11088 College Ave St.
Helena, CA , 94574
By: By:
Print Name: Print Name:
Print Title: Print Title:
Date Signed: Date Signed:
Solution: Community Dev
Term.
Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for five (5) year(s) from such date unless terminated earlier pursuant to any of the Agreement’s express provisions (the “Initial Term”).
Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement’s provisions (a “Renewal Term” and, collectively, with the Initial Term, the “Term”).
Non-Renewal. Either Party may elect to end renewal of the Agreement by issuing a notice of non-renewal, in writing, to the other Party ninety (90) business days prior to the expiration of the Agreement term.
Fees.
In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the Solution(s) and Services Fee Schedule).
All invoices shall be billed and paid in U.S. dollars (USD) and in accordance with the terms set forth in Exhibit 1. If Customer delays an invoice payment for any reason, Customer shall make reasonable efforts to promptly notify CentralSquare in writing the reasons for such delay. Unless otherwise agreed by both Parties, CentralSquare may apply any payment received to any delinquent amount outstanding.
Agenda Item #10.1.
Standard Terms and Conditions
1. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
1.1. "Affiliate" means any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Entity.
1.2. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been purchased.
1.3. “Baseline Solution” means the version of a Solution updated from time to time pursuant to CentralSquare’s warranty services and maintenance, but without any other modification.
1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver the Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services.
1.5. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
1.6. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the third-party services.
1.7. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with regard to any custom modification, Defect means a material deviation between the custom modification and the CentralSquare generated specification and Documentation for such custom modification, and for which Defect Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control.
1.8. “Delivery” means:
1.8.1. For on-premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by posting it on CentralSquare’s network for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery of managed services server. Physical shipment is on FOB - CentralSquare’s shipping point, and electronic delivery is at the time CentralSquare provides Customer with access to download the Solutions.
1.8.2. For cloud-based Solutions Delivery shall be whichever the following applies and occurs first when Authorized Users have (a) received log-in access to the Solution or any module of the Solution or (b) received access to the Solution via a URL.
1.9. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solution(s), including any aspect of its installation, configuration, integration, operation, use, support, or maintenance.
1.10. “End User Training” means the process of educating general users of the Software on the operation of the Software.
1.11. “Entity” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other organization.
1.12. “Hardware” means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible assets purchased under this Agreement.
1.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.14. “Managed Services Hardware” means any equipment, computer systems, servers, peripherals, and any other tangible asset purchased as a subscription under this Agreement.
1.15. “Maintenance” means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the hours and details of which are described in Exhibit 2 (Maintenance and Support) or Exhibit 8 (Managed Services Provisions).
1.16. “New or Major Releases” means new versions of a Baseline Solution (e.g., version 4.0, 5.0 etc.) not provided as part of Maintenance.
Agenda Item #10.1.
1.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.
1.18. “Professional Services” means configuration, installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare.
1.19. “Project Kickoff” is a meeting to occur shortly after contract execution between CentralSquare and Customer in which goals and objectives are set forth, all parties relevant team members are identified, and scope, timelines, and milestones are reviewed.
1.20. “Reliability Period” is the time period in which the Software is tested and confirmed reliable by successfully completed fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as defined in Exhibit 2, unless otherwise agreed in a statement of work.
1.21. “Software” means the software program(s) (in object code format only) identified on Exhibit 1 (Solution(s) and Services Fee Schedule). The term “Software” excludes any Third-Party Software.
1.22. “Software Version” means the base or core version of the Solution Software that contains significant new features and significant fixes and is available to the Customer. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix.
1.23. "Solutions" means the software, Documentation, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement.
1.24. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.
1.25. "Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.
2. License, Access, and Title.
2.1. License Grant. For any Solution designated as a “license” on Exhibit 1, Customer is granted a perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to use the Software for Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section.
Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or expressly permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable license. In such event, Customer shall not be entitled to a refund of any license fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities, provided that the Software is installed and operated at only one physical location. The Software license granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever.
2.2. Access Grant. For any Solution designated as a “subscription” on Exhibit 1, so long as subscription fees are paid and current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the software for the Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1.
Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be accessed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable access. In such event, Customer shall not be entitled to a refund of any subscription fees paid. The subscription access granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever.
Agenda Item #10.1.
2.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, nontransferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions.
2.4. Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware shall be deemed accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer warranties will be passed through to Customer. CentralSquare expressly disclaims, and Customer hereby expressly waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness for a particular purpose.
2.5. Managed Services Hardware. [Intentionally Omitted]
2.6. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise.
All right, title, and interest in the Solutions, and the Third-Party Materials are and will remain with CentralSquare and the respective rights holders.
3. Use Restrictions. Customer shall instruct Authorized Users not to:
3.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
3.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part;
3.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access;
3.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code (any software, hardware, device, or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement;
3.5. Intentionally damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare's provision of services to any third-party, in whole or in part;
3.6. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof;
3.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law;
3.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted in Section 2.
4. Audit.
4.1. CentralSquare shall have the right to audit Customer’s use of the Software to monitor compliance with this Agreement.
Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site access at Customer’s premises (or remote access as the case may be) during mutually agreed upon normal business hours to such systems, books, and records for the purpose of verifying license counts, access counts, and overall compliance with this Agreement subject to Customer’s security policies. Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or noncompliance, or if an audit reveals that Customer has exceeded the restrictions on use, Customer shall be required to pay for any delinquencies in compliance and prompt payment of any underpayment of Fees.
5. Customer Obligations.
5.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and specifications and if required by CentralSquare, remote access in accordance with Exhibit 3 (CentralSquare Access Management Policy); and (c) provide reasonable cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under this Agreement.
Agenda Item #10.1.
5.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.
5.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all commercially reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity.
5.4. Maintaining Current Versions of CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. Customer shall install and/or use any New or Major Release within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support Services, or an infringement claim.
6. Professional Services.
6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site, CentralSquare personnel will comply with Customer’s reasonable procedures and site policies that are generally applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance.
6.2. Contributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables (“Contributed Material”).
For clarification, Contributed Material shall not include Customer Data or Personally Identifiable Information (PII).
Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare’s Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material.
7. Confidentiality.
7.1. Nondisclosure. The Parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. “Confidential Information” means the Solution(s), Software, and customizations in any embodiment, and either Party’s technical and business information relating to inventions or software, research and development, future product specifications, engineering processes, costs, profit or margin information, marketing and future business plans as well as any and all internal Customer and employee information, Customer Data and Personal Information and any information exchanged by the Parties that is clearly marked with a confidential, private or proprietary legend or which, by its nature, is commonly understood to be confidential.
7.2. Exceptions. A Party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the recipient by a third party without restriction on recipient’s disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law, including the California Public Records Act.
8. Security.
8.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data and Personal Information, protect against any anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis.
8.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication, non-repudiation, virus detection and eradication.
8.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights of CentralSquare in the Solutions and Documentation.
9. Personal Data. If CentralSquare processes or otherwise has access to any personal data or Personal Information on Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then:
9.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CentralSquare shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own);
9.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or Personal Information to CentralSquare so that CentralSquare may lawfully use, process and transfer the Agenda Item #10.1.
personal data and Personal Information in accordance with this Agreement on Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal data or Personal Information outside the country where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and
9.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable written instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and
9.4. CentralSquare shall take reasonable steps to ensure that its employees, agents and contractors who may have access to Personal Information are persons who need to know / access the relevant Personal Information for valid business reasons; and
9.5. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and Personal Information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and Personal Information and the nature of the personal data and Personal Information being protected. If necessary, the Parties will cooperate to document these measures taken.
10. Representations and Warranties.
10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights and/or licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used by CentralSquare except pursuant to a license agreement; and (d) the software does not infringe any patent, or copyright.
10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option, (1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it becomes non-infringing, but equivalent in functionality and performance.
10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from the Effective Date (the “Warranty Period”) the Software will substantially conform in all material respects to the specifications set forth in the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this Agreement; and (ii) at the time of delivery the Software does not contain any virus or other malicious code.
10.4. Software Remedy. If, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software, CentralSquare shall, at its option, reinstall the Software or correct the Defects. Defects that occur in the Software after the Warranty Period will be corrected pursuant to Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.
10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the deliverables specified in the applicable statement of work and that all Professional Services will be performed in a professional and workmanlike manner consistent with industry standards for similar work. If Professional Services do not substantially conform to the deliverables, Customer shall notify CentralSquare of such non-conformance in writing, within 10 business days from completion of Professional Service, and CentralSquare shall promptly repair the nonconforming deliverables at no additional cost to Customer.
10.6. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE,
CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO
THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, AND/OR ANY OTHER MATTER
RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE
OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE
EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY
IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN
MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.
11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested; transmitted by facsimile or email confirmed by first class mail, or sent by overnight courier. Notices must be sent to a Party at Agenda Item #10.1.
its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party.
If to CentralSquare CentralSquare Technologies, LLC
1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235
Attention: Legal/Contracts
If to Customer: City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Phone: 707-968-2744
Email: [email protected]
Attention: Anil Comelo
12. Force Majeure.
Neither Party shall be responsible for failure to fulfill its obligations hereunder, or be liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay.
13. Indemnification.
13.1. CentralSquare Indemnification. In addition to the indemnity remedies in Section 10 (representations and Warranties), CentralSquare shall indemnify, defend, and hold harmless Customer from any and all Claims or liability, including attorneys' fees and costs, brought by a third party, allegedly arising out of, in connection with: (i) breach of any contractual obligations contained herein; or (ii) any loss, damage or injury to persons or property arising solely from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
13.2. Customer Indemnification. To the extent allowable by law, Customer shall indemnify, defend, and hold harmless CentralSquare from any and all Claims or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor as a result of Customer’s or any subcontractor’s performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any Claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors, Customer’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
13.3. "Claim" in this Section 13 means any claim, cause of action, demand, lawsuit, dispute, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.
14. Termination.
14.1. Either Party may terminate this Agreement for a material breach in accordance with this subsection. In such event, the disputing Party shall deliver written notice of its intent to terminate along with a description in reasonable detail of the problems for which the disputing Party is invoking its right to terminate and the specific requirement within this Agreement or any exhibit or schedule hereto that the disputing Party is relying upon. Following such notice, the Parties shall commence dispute resolution procedures in accordance with the dispute resolution procedure pursuant to Section 17.
14.2. CentralSquare shall have the right to terminate this Agreement based on Customer’s failure to pay undisputed amounts due under this Agreement more than ninety (90) days after delivery of written notice of non-payment.
14.3. Customer shall have the right to terminate if the proper appropriation of funds for the continuation of this Agreement is not available for any fiscal year after the first fiscal year during the Term, then this Agreement may be terminated. To effect the termination of this Agreement, Customer shall, within ninety (90) days following the beginning of the fiscal year for which the proper appropriation is not available, provide CentralSquare with written notice of the failure to obtain the Agenda Item #10.1.
proper appropriation of funds. Such notice shall be accompanied by the payment of all undisputed amounts previously invoiced by CentralSquare under this Agreement, if any.
14.4. Customer may also terminate for convenience, in whole or in part, at any time by providing thirty (30) days written notice.
Should Customer terminate for convenience during any twelve (12) month term, CentralSquare shall provide a pro-rated refund for any on-premise subscription asset designated on Exhibit 1, with “(OP)”. Should Customer terminate for convenience, in whole or in part, any cloud hosted subscription asset, no pre-paid fees shall be returned, or pro-rated refund be given, for any remaining months on the then current term. Should Customer terminate for convenience, in whole or in part, any third-party asset, no pre-paid fees shall be returned, or pro-rated refund be given, for any remaining months on the then current term.
15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall immediately cease all use of CentralSquare’s Confidential Information and the Solutions, and within thirty (30) days deliver to CentralSquare, or at CentralSquare’s request destroy and erase CentralSquare’s Confidential Information from all systems Customer directly or indirectly controls; and
15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the effective date of the termination or expiration, including anything that accrues within those thirty (30) days.
15.3. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature (including but not limited to: Use Restrictions, Confidential Information, Warranty Disclaimers, Indemnifications, & Limitations of Liability), will survive any expiration or termination of this Agreement.
15.4. In the event that Customer terminates this Agreement or cancels any portions of a project (as may be set forth in a Statement of Work) prior to Go Live (which shall be defined as “first use of a Solution or module of a Solution in a production environment, unless otherwise agreed by the Parties in a statement of work”), Customer shall pay for all Professional Services actually performed by CentralSquare on a time and materials basis, regardless of the payment terms in Exhibit 1.
15.5. Return of Customer Data. If Customer requests in writing at least ten (10) days prior to the effective date of expiration or earlier termination of this Agreement, CentralSquare shall within ) thirty (30) days or upon a mutually agreed upon date, deliver to Customer in CentralSquare’s standard format the then most recent version of Customer Data maintained by CentralSquare, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination.
15.6. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no longer purchasing certain Solutions (including those indicated to be Third-Party Materials), if Customer requests assistance in the transfer of Customer Data to a different vendor’s applications (“Deconversion”), CentralSquare will provide reasonable assistance. CentralSquare and Customer will negotiate in good faith to establish the relative roles and responsibilities of CentralSquare and Customer in effecting Deconversion, as well as the appropriate date for completion.
CentralSquare shall be entitled to receive compensation for any additional consultation, services, software, and documentation required for Deconversion on a time and materials basis at CentralSquare’s then standard rates.
15.7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prior to termination.
16. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder upon written notice to Customer. Notwithstanding the foregoing, in the event that Customer wishes to terminate the Agreement, upon receipt of such notification, the Customer may terminate this Agreement in accordance with Section 14 (Termination).
17. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement (each, a “Dispute”), including the breach, termination, or validity thereof, shall be resolved as follows:
17.1. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Dispute Notice”).
After the other Party receives the Dispute Notice, the Parties agree to undertake good faith negotiations to resolve the Dispute. Each Party shall be responsible for its associated travel and other related costs.
17.2. Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations, the dispute will be escalated to non-binding mediation provided the Parties acknowledge that such mediation may need to be approved by Customer subject to its policies and procedures, with the Parties acting in good faith to select a mediator and establishing the mediation process. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation, will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs.
17.3. Litigation. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator either Party may pursue litigation in a court of competent jurisdiction in the County of Napa, State of California.
18. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, Agenda Item #10.1.
that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
19. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND
REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE:
19.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT
LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND
MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER
SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE
INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
19.2. EXCLUDING CLAIMS FOR INDEMNITY UNDER SECTION 13, CLAIMS FOR PERSONAL INJURY OR DEATH, OR CLAIMS ALLEGING FRAUD, CENTRALSQUARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT SHALL NOT EXCEED TWO TIMES THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE. NOTHING IN THIS SECTION SHALL LIMIT THE AMOUNT OF INSURANCE AVAILABLE TO EITHER PARTY FOR A CLAIM THAT WOULD BE COVERED BY INSURANCE.
20. Insurance. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). Upon request by Customer, CentralSquare shall include Customer as an additional insured on applicable insurance policies provided under this Agreement. CentralSquare shall provide proof of current coverage during the term of this Agreement.
21. Third-Party Materials. CentralSquare may, only upon Customer’s written consent, from time to time, include third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides frontline support services for these Third-Party Materials, but these third parties assume all responsibility and liability in connection with the Third-Party Materials. CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third-party, except specifically that CentralSquare is authorized to represent third-party fees and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing certain Third-Party Materials, Customer may be required to execute a click-through, shrink-wrap End User License Agreement (“EULA”) or similar agreement provided by the Third-Party Materials provider. If mapping information is supplied with the CentralSquare Software, CentralSquare makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the mapping database vendor to CentralSquare. All third-party materials are provided “as-is” and any representation or warranty concerning them is strictly between Customer and the third-party.
22. Subcontractors. CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor").
CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees. CentralSquare shall provide notice of any subcontractors utilized under this Agreement and Customer shall have the right to reject a subcontractor solely for good cause.
23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitute the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof.
24. Amendment. Either Party may, at any time during the term, request in writing changes to this agreement. The Parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued add-on quote signed by Customer, or a written change order or amendment to this Agreement signed by both Parties.
25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
26. Counterparts. This Agreement, and any amendments hereto, may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. The Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF).
27. Material Adverse Change. If any law, regulation, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance (collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant Agenda Item #10.1.
extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change.
28. Intentionally Omitted.
29. Order of Precedence.
29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail:
29.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5 (Statement of Work)) or change orders and then the attached Exhibits to this Agreement in the order in which they appear.
29.2. Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable and shall have no force or effect, whether referenced in any document in relation to this Agreement.
29.3. Incorporated Exhibits to this Agreement:
Exhibit 1: Solution(s) and Services Fee Schedule
Exhibit 2: Maintenance & Support
Exhibit 3: CentralSquare Access Management Policy
Exhibit 4: Certificate of Insurance (Evidence of Coverage) Exhibit 5: Statement of Work
Exhibit 6: Intentionally Omitted
Exhibit 7: Service Level Commitments
Exhibit 8: Intentionally Omitted
Exhibit 9: Intentionally Omitted
Exhibit 10: Customer Agreement for Professional Services Agenda Item #10.1.
Quote #: Q-70373
EXHIBIT 1
Solutions(s) and Services Fee Schedule
Primary Quoted Solution: Community Dev
SOFTWARE INCLUDED
PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL
1. Bluebeam Server API for
TRAKiT Annual Access Fee
1 2,100.00 2,100.00
2. Community Development:
Advanced Annual Subscription
Fee SaaS
15 2,100.00 - 1,500.00 30,000.00
3. eTRAKiT Credit Card API
Annual Access Fee
1 900.00 900.00
4. TRAKiT CSLB Integration
Annual Access Fee
1 3,500.00 3,500.00
Software Subtotal 38,000.00 USD
Discount - 1,500.00 USD
Software Total 36,500.00 USD
SERVICES INCLUDED
Description Total
1. Community Development: Advanced SaaS Subscription
Cloud Setup Fee 10,000.00
2. Public Administration Consulting Services - As Incurred 10,620.00
3. Public Administration Data Conversion Services - As Incurred 12,780.00
4. Public Administration Development Services - As Incurred 20,880.00
5. Public Administration GIS Services - As Incurred 13,140.00
6. Public Administration Project Management Services - As Incurred 15,120.00
7. Public Administration Technical Services - As Incurred 7,560.00
8. Public Administration Training Services - As Incurred 10,260.00 Services Subtotal 100,360.00 USD
Discount - 11,683.00 USD
Services Total 88,677.00 USD
Agenda Item #10.1.
QUOTE SUMMARY
Software Subtotal
38,000.00 USD
Services Subtotal
100,360.00 USD
Quote Subtotal 138,360.00 USD
Discount - 13,183.00 USD
Quote Total 125,177.00 USD
Recurring Fees
Type Amount
First Year Maintenance Total 0.00
First Year Subscription Total 36,500.00
First Year RECURRING Services Total 0.00
The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance.
In addition to the products and services listed in this Exhibit 1, Customer shall have the following options with regard to a future migration to CentralSquare’s AWS environment. Customer may choose to move its current version of Community Development (v.19) to the AWS environment with the following terms: the annual subscription fee for Community Development (v.19) shall not increase from its then current annual amount (excluding annual 5% uplifts); migration services shall be quoted at the then current rates for the services necessary to perform the migration. Alternatively, if Customer chooses to migrate to CentralSquare’s AWS Community Development (v.22 or higher), CentralSquare agrees that the subscription fee for the new version shall be $43,400 annually for the first two years after migration and; migration services shall be quoted at the then current rates for services necessary to perform the migration. Additionally, if Customer chooses to upgrade to CentralSquare’s AWS Community Development (v. 22 or higher), CentralSquare shall include/install the current Laserfiche integration for a Agenda Item #10.1.
fee of $2,640.00; however, this fee shall not be guaranteed if Laserfiche releases a new product which would require the development of a new integration. In such event, the parties shall and meet and confer regarding the integration fee which shall not exceed $5,000. All of these options are contingent upon the City Council of St. Helena authorizing the execution of this Agreement on or before March 12, 2024 and Customer notifying CentralSquare in writing that it is exercising one of the above options within three years from the execution date of this current Agreement.
BILLING INFORMATION
Fees will be payable within 30 days of invoicing.
Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above.
Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice.
For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer on the Quote Form.
Payment Terms:
Subscriptions:
- Annual Subscription Fees are due on the Delivery date, and annually thereafter on the anniversary of the Delivery date.
- Annual Subscription Fees shall increase by 5% each year.
Services:
- Community Development: Advanced SaaS Subscription Cloud Setup Fee due on the Effective Date. - If applicable, non-fixed fee professional services shall be due as incurred on a time and materials basis.
Non-fixed fee professional services are not included in the percentages outlined in the above Payment Schedule.
- If applicable, non-fixed fee travel expenses shall be due as incurred, invoiced monthly for the travel expenses of the preceding month. Non-fixed fee travel expenses are not included in the percentages outlined in the above Payment Schedule.
- If applicable, Fixed Fee travel expenses are included in the percentages outlined in the above Payment Schedule.
Licenses:
- Not applicable.
Support & Maintenance
- Legacy support and maintenance shall be due until the Delivery date of the applicable replacement software. Any unused pre-paid support and maintenance shall be credited as a pro-rated amount towards the next applicable subscription software invoice due under this Agreement, or future invoice.
Third Party:
- Not applicable.
Invoice Terms:
CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due date.
ANCILLARY FEES
Agenda Item #10.1.
a. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts. b. To the extent allowable by law, if Customer fails to make any payment when due, then CentralSquare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; and if such failure continues for 90 days following written notice thereof, CentralSquare may suspend performance or access until past due amounts have been paid.
Agenda Item #10.1.
EXHIBIT 2
Maintenance & Support
This Maintenance & Support Exhibit describes support and maintenance relating to technical support that CentralSquare will provide to Customer during the Term of the Agreement.
1. Product Updates and Releases
1.1. Software Version. “Software Version” means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. All Software Versions are provided and included as part of this Agreement.
1.2. Updates. From time to time CentralSquare may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal “Update” to the Software. If Customer is receiving technical support from CentralSquare on the general release date for an Update, CentralSquare will provide the Customer with the Update and related Documentation at no extra charge. Updates for custom configurations will be agreed upon by the Parties and outlined in a Statement of Work or Change Order.
1.3. Releases. Customer shall agree to install and/or use any New or Major Release within one year of being made available by CentralSquare to avoid or mitigate a performance problem, ineligibility for Support and Maintenance Services or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary.
2. Support
2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the CentralSquare Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause and Customer and CentralSquare agree that on-site services are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported error.
2.2. If after traveling onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable to a defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy.
3. Online Support Portal
Online support is available via https://support.centralsquare.com/s/contact-us, offering Customer the ability to resolve its own problems with access to CentralSquare’s most current information. Customer will need to enter its designated username and password to gain access to the technical support areas on CentralSquare’s website. CentralSquare’s technical support areas allow Customer to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ).
4. Exclusions from Technical Support Services
CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with respect to any third-party hardware or software product not licensed or sold to Customer by CentralSquare (“Nonqualified Product”).
Customer shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software.
5. Customer Responsibilities
In connection with CentralSquare’s provision of technical support as described herein, Customer acknowledges that Customer has the responsibility to do each of the following:
5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high-speed connection and remote connectivity for accessing the Solution.
5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction;
5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software;
5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein;
5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving Agenda Item #10.1.
any problems;
5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website;
5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer’s proprietary, confidential, and classified information contained within Customer Systems; and
5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance.
6. Priorities and Support Response Matrix
The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered causes - such as hardware, network, and third-party products - are not included in this priority matrix and are outside the scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines:
Priority Issue Definition Response Time
Priority 1 –
Urgent
The software is completely down and will not
launch or function.
Priority 1 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first
available representative.
Priority 2 –
Critical
A high-impact problem that disrupts the
customer’s operation but there is capacity to
remain productive and maintain necessary
operations.
Priority 2 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first
available representative.
Priority 3 –
Non-Critical
A Software Error related to a user function which
does not negatively impact the User from the use
of the system. This includes system administrator
functions or restriction of user workflow but does
not significantly impact their job function.
Priority 3 issues called in via 833-278-7877 will be
immediately answered and managed by the first
available representative.
Non-Critical Priority 3 issues may also be reported via Https://support.centralsquare.com/s/contact-us
Priority 4 –
Minor
Cosmetic or documentation errors, including
Customer technical questions or usability
questions.
Priority 4 issues called in via 833-278-7877 will be
immediately answered and managed by the first
available representative.
Minor Priority 4 issues may also be reported via
Https://support.centralsquare.com/s/contact-us
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Exhibit if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer’s Systems (including but not limited to environment, hardware or ancillary systems), or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, or documented defect.
7.2. denial of reasonable access to Customer’s System or premises preventing CentralSquare from addressing the issue.
7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solution.
7.4. a Force Majeure event (as outlined in Section 12), or the negligence, intentional acts, or omissions of Customer or its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines:
Agenda Item #10.1.
Priority Resolution Process Resolution Time
Priority 1 – Urgent CentralSquare will provide a
procedural or configuration
workaround or a code correction that
allows the Customer to resume live
operations on the production
System.
CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume live operations on the production system.
CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than twenty-four (24) hours after notification.
Priority 2 –
Critical
CentralSquare will provide a
procedural or configuration
workaround or a code correction that
allows the Customer to resume
normal operations on the production
System.
CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume normal operations on the production System.
CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than thirty-six (36) hours after notification.
Priority 3 – Non –
Critical
CentralSquare will provide a
procedural or configuration
workaround that allows the Customer
to resolve the problem.
CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction within a timeframe that takes into consideration the impact of the issue on the Customer and CentralSquare’s User base.
Priority 3 issues have priority scheduling in a subsequent release.
Priority 4 – Minor If CentralSquare determines that a
reported Minor Priority error
requires a code correction, such
issues will be addressed in a
subsequent release when
applicable.
CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction in a future release of the software. Priority 4 issues have no defined resolution time.
9. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to nonproduction environment(s). Non-production environments are not included under the response or resolution tables provided in this Exhibit.
9.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined above for production environments.
9.2. Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled subordinate to production environment service requests.
10. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Software.
11. Development Work. Software support and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement.
CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.
12. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third-Party Software provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or removal of Third-Party Software. Customer is solely responsible for all costs associated with future resources and upgrades.
Agenda Item #10.1.
EXHIBIT 3
CentralSquare Access Management Policy
In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies (“CentralSquare”) requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the Federal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two-factor authentication Federal Information Processing Standard Publication (“FIPS”) 140-2 validated cryptographic modules and AES encryption in 256-bit strengths.
BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare.
BeyondTrust
The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com.
Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare’s support team will arrange a BeyondTrust session to establish the jump Customer.
The jump Customer resides on the agency side on the installed device, where an agency administrator can manage.
Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump Customer is provided below:
Should an agency require support from CentralSquare, a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency’s system and/or environment, the CentralSquare representative would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer. The CentralSquare representative would then be admitted to the agency’s system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance. Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer.
Securelink
Similar to BeyondTrust’s escorted session, Securelink may be utilized via “quick connect”. To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device.
Similar to the jump Customer methodology, SecureLink may also be utilized via “gatekeeper”. The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper.
Summation
BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer’s network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions.
Agenda Item #10.1.
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Agenda Item #10.1.
AUTHORlZED REPREliEHiTAiTTV£
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1iille ACORD name and ioge am mgi!ihll'Gd ma ks o1i A.CORD Agenda Item #10.1.
Upgrade Statement of Work
EXHIBIT 5
Statement of Work
Project: St Helena, CA – TRAKiT v16 to Community Development Upgrade CentralSquare is implementing a configurable, commercially available, off-the-shelf solution. The parties mutually agree and acknowledge this Statement of Work (SOW) is to be a planning document, not the detailed requirements or design of the solution.
Project Start Date
Parties agree the Project Kickoff Meeting will be scheduled within thirty (30) daysfrom the Effective Date of the Agreement.
Scope of Project
The project includes the CentralSquare core system Community Development as detailed in the system Agreement.
Services Scope
The following outlines the proposed methodology for the project management, consulting, configuration, testing, training, and other services work necessary for the implementation.
Project Teams
Project teams from all parties will include functional experts, technical resources, and decision makers. CentralSquare and the Customer agree to make all necessary arrangements to ensure resources are available at each stage to ensure timelines are met. CentralSquare uses a RACI (Responsible, Accountable, Consulted, and Informed) chart to outline the expectations from each member of the team, from all parties. A sample RACI Chart can be found below.
Project Management Methodology
The implementation is conducted by a cross-functional team of experts from several departments within CentralSquare led by the assigned Project Manager. A phased approach to project management is followed to ensure the critical services are consistent and results are achieved. Phases include:
Initiation: This phase includes the contract execution and transition to the Service Delivery team. CentralSquare will schedule an all-team meeting to kick off the project. The kickoff meeting will include time for the project managers from both teams to review all contractual documentation and begin the process of finalizing the integrated project schedule.
Planning: During the planning phase, the project managers from both teams will meet to discuss all tasks and resources necessary to successfully complete implementation. The project team from CentralSquare will be finalized, project governance will be established, and a communications plan will be drafted and shared with the parties.
Deliverables during the planning phase include the integrated baseline project schedule, communications plan, resource plan, and governance plan.
Monitor and Control: Throughout the project, the project managers will work together on monitoring and controlling the overall project health. This includes bi-weekly status meetings/reports, quality reviews, managing risks/issues, and managing resources. Project status reports will include an estimate of project hours used and hours left on the project. Project managers will work together to manage the overall timeline, scope and respective budgets, as well as ensuring the customer’s objectives are being met along the way. Any items determined to be out of scope will be immediately addressed by Central Square and customer Project Manager.
Deliverables during this phase include status reports, risk/issue log, regular stakeholder meetings, and all project schedule updates.
Agenda Item #10.1.
Project Close Out: The final stage of the project includes an introduction and transition to the Customer Support team and the Customer Success team. During transition, the project managers will work together to conduct an audit of tasks and deliverables associated with the project. Any mutually agreed upon delayed deliverables will be scheduled for post go-live and documented. Any contracted post go- live activities will be reviewed and scheduled as necessary before transition to Customer Support.
Implementation Methodology
CentralSquare Professional Service Consultants and Project Manager follow a standard implementation approach divided into stages throughout the course of the project. Several types of services and resources (defined herein) will be used during each stage to complete the necessary steps for successful deployment of the contracted services. Contracted services are detailed in Appendix A.
Agenda Item #10.1.
APPENDIX A: Application Deployment Strategies
PRODUCT: TRAKIT UPGRADE
FROM TRAKIT TO COMMUNITY DEVELOPMENT
The focus of this project is to transition to Community Development software. This work will include installation of Community Development solution that the Customer will transition into at go live The environment will include the most recent version of Community Development currently supported in general availability at the time of implementation based on the selected hosting solution.
Any customizations that currently exist in the Customer’s system will not be included in this upgrade to Community Development. Reports with triggers or that modify data will no longer function (functionality will be removed).
We will take a phased approach, which is detailed in this Appendix. Below are the tasksincluded in this project.
Phase 1
Initial Data Migration
Major Task Description
Installation of Production
Environment
Installation of the latest version of the Community Development software will include the Customer’s current TRAKiT data and configuration. This will be the pre-production environment the customer will review prior to going live.
Any configuration changes made in the TRAKiT environment after the initial database migration will not be preserved during refreshes and will not be present forthe final delivery.
Project Team Training
All training will be scheduled as part of the mutually agreed-upon project plan.
Major Task Description
Subject Matter Expert /
Train-The-Trainer
Training
Designed for core team members and system administrators. Instructor led refresher training covering general navigation, overview of each module, and a review of Customer’s testing strategy. Training is generally limited to six participants unless otherwise agreed upon by CentralSquare and Customer Project Managers.
System
Administration
Training
Designed forsystem administrators. Instructor led admin training covers all applicable modules and areas of configuration within the WUM (Web Utilities and Maintenance).
Merge Document
Training
Designed for core team members who are responsible for creating Microsoft Word merge documents. Instructor led training covering the creation of MS Word merge documents including loading them into Community Development. Customer must own Microsoft Word.
Agenda Item #10.1.
Testing
Major Task Description
SystemValidationand
Application Testing
The Customerisresponsible fortesting the solution, including configuration, migrated data, interfaces, and the application. All issues will be reported to CentralSquare.
Issue Tracking and
Resolution
The Customerisresponsible forreporting issuesfound during testing. CentralSquare’s project manager will assign these issues to the appropriate resource for resolution. Issues will be prioritized based on implementation needs and an estimated timeline for resolution will be provided. The Customer is responsible for retesting and closing all resolved issues.
Data Refresh Data refresh is delivered. Customer willretest data validating thatreported data issues have been resolved.
SystemAcceptance Customer System Administrator will perform acceptance testing to ensure acceptance criteria items have been addressed and certify Community Development is ready for “go-live” Customer shall have a reasonable period to review and accept the solution. Customer will use reasonable efforts to provide acceptance of the solution within thirty (30) calendar days, but may extend that period up to ten (10) business days based on the complexity and importance of the deliverable (“Testing Period”). If the deliverables do not meet the requirements set forth in this SOW, or the acceptance criteria as mutually agreed upon between the parties, then the Customer shall notify CentralSquare during the Testing Period in writing.
CentralSquare shall promptly address any such deficiencies and redeliver any non-conforming deliverables. This process continues until Customer accepts the deliverables or provides conditional acceptance subject to a mutually agreeable written plan for resolution. Customer agrees that Acceptance shall not be unreasonably withheld, and any non-conformities that are not go-live blockers may be addressed via a mutually agreeable written plan for resolution by CentralSquare.
Deployment
Major Task Description
Plan Cutover Schedule
and Comunications
Describes tasks to be handled by CentralSquare and Customer personnel during the initial cutoverto Go-Live, including a detailed schedule of CentralSquare personnel covering each shift with resources, process for reporting issues, how they will be handled or escalated, contact names/phone numbers onsite staff, remote and third-party vendors.
Execute Go Live The transition from the legacy system to the Community Developmentsystem. A final import of data is copied into the Community Development environment. The agency begins to conduct normal day-to-day business with the new system.
Go Live Support The consultant will provide remote support on the day of Go Live, with assistance from the project manager as needed.
Installation of Test
Environment
Creation of the test environment will occur within two weeks after go-live, and will be a copy of the production environment.
Agenda Item #10.1.
Phase 2
Process Analysis
Major Task Description
Workbook Introduction The consultant will introduce and walk through the workbooks which will be used to capture configuration decisions for new Community Development modules. New modules for this project that require workbooks include eTRAKiT and GIS. After introduction, the customer will complete the workbooks and the CentralSquare consultant will review the workbooks with the customer before final approval signature. The GIS Workbook will be reviewed twice with the CentralSquare consultant prior to final approval.
Configuration
Major Task Description
GIS System Configuration CentralSquare GIS consultant works with the Customer to configure system according to signed GIS Workbooks. Customer provides additional information as needed. No other configuration services are included in this quote.
Python Scripting and Geo
Database Delivery
TheGIS Specialist builds Python scripting by GEOTYPE (example: Parcel, Address, Street) based on the Land Management Workbook to gather required data to populate the appropriate Community Development database tablesforinitial delivery and installation at the Customer's site. These changes will be added to both the production and test environments.
Upon completion of the scripting, the GIS Specialist deliversthe GEO database to the Database Specialist for inclusion in the initial delivery of the Customer's testing database. eTRAKiT Configuration CentralSquare consultant will configure eTRAKiT perthe eTRAKiT workbook. These changes will be added to both the production and test environments.
Configuration Validation CentralSquare Consultant completesthe Configuration Validation checklist of the system to verify system is configured to meet the requirements as laid out in the configuration workbook
Report Development CentralSquare will provide the following reports within the scope of this project based on an initial hours estimate that will be billed as incurred. Included reports: Inspection Card, Building Permit, Certificate of Occupancy, Temporary Certificate of Occupancy, Encroachment Permit, Grading Permit, Transportation Permit, Special Even Permit, Request to Inspect, Courtesy Letter, Notice of Violation, Abatement Letter. If any of these reports are required for initial golive, they may be moved to phase 1 upon consultation with the project manager and report development consultant. If any additionalscope changes are made, delays by the Customer, or complexities of the report extend the hours past the estimate, these will be billed at the current services rate. Any additional report requests will be processed through a change order and require additional evaluation.
Integrations/Interfaces
Integration/Interface Use of System Type /
Frequency
Import/ Export Interface Method
Financial Batch Export Queriessystemfor payments
and creates a file to be
processed in a 3rd party GL
Nightly Export SQL Stored Procedure
& SSRS Report
Land Parcel Management
Update Routine
Ensures the land parcel data
within the system,stays up to
date
Nightly Import File Based DLL
Agenda Item #10.1.
Bluebeam Opens and saves PDFs within the
system for plans review and
markup
On Demand File Based DLL
Contractor State Licensing
Board (CSLB)
Ensures the contractor data
stays up to date. Thisinterface
is only available to California
Customers
On Demand Import File Based DLL
ESRI GIS Uses a published rest endpoint
from ESRI to display map data
with the system
On Demand Import Web Services
Overthe Counter Payment
Gateway
<Please see Notes: below>
Interface for credit card
payment processing
On Demand Import/ Export File Based DLL
Online Payment Gateway
<Please see Notes: below>
Interface for credit card
payment processing
On Demand Import/ Export File Based DLL
Notes:
1. Customer will need to contract with a new payment provider, to accept payments over the counter (OTC) and/or online and provide credentials to CentralSquare within 60 days of project initiation. a. Supported online Payment Providers
i. Authorized.Net
ii. USA ePay
iii. Elevon Converge
iv. PayFlowPro
v. JetPay
vi. Paymentus
vii. Cardknox
b. Supported over the counter Payment Providers
i. Paymentus
ii. Cardknox
Training
Major Task Description
Mobiles CentralSquare consultant will provide two training sessions for Mobiles. One session is for building inspectors, and one is for code enforcement officers. eTRAKiT CentralSquare consultant will provide eTRAKiT admin training.
GIS Interface CentralSquare consultant will provide GIS interface training.
New Interfaces CentralSquare consultant will provide interface training for Bluebeam, andCSLB. This training is only for leveraging third party software through Community Development. Training for the third party solutions is not included.
End User Training CentralSquare will provide up to two days (16 hours) of End User Training for new users of the system or current users requiring refresher.
Agenda Item #10.1.
Testing
Major Task Description
SystemValidationand
Application Testing
The Customer is responsible for testing new functionality delivered in Phase 2, including configuration, interfaces, and the application. All issues will be reported to CentralSquare.
Issue Tracking and
Resolution
The Customer isresponsible for reporting issuesfound during testing. CentralSquare’s project manager will assign these issues to the appropriate resource for resolution. The Customer is responsible for retesting and closing all resolved issues. Issues will be prioritized based on implementation needs and an estimated timeline for resolution will be provided.
SystemAcceptance System Administrator will perform acceptance testing to ensure acceptance criteria items have been addressed and certify Community Development is configured and performing as expected.
Agenda Item #10.1.
APPENDIX B: Services Group Estimates
Technical 42 Hours
Installation of Environments and APIs
Consulting 59 Hours
Credit Card API Configuration
eTRAKiT Discovery
eTRAKiTConfiguration
Issue Resolution
Go-Live Assistance
Training 57Hours
SME Training
System Admin Training
Mobiles Training
Bluebeam Interface Training
GIS Training
eTRAKiT Admin Training
Credit Card Interface Training
CSLB Interface Training
Issue Resolution
End User Training
Data Conversion 71 Hours
Data Delivery and Refreshes GTUR
Scripting
Issue Resolution
Development 116 Hours
Financial Batch Export Scripting
Merge Doc Training
Custom Reports
Issue Resolution
GIS 73 Hours
GIS Standard Interface
Issue Resolution
Project Management 84Hours
Project Plan Communication
Plan biweekly Status Report
Issues Log
Go-Live Plan
Project Close-Out
Agenda Item #10.1.
APPENDIX C: Sample Project Plan
A custom project plan will be created at the time of project initiation. The sample below may not align with the customer’s specific project. CentralSquare and the Customer will implement a mutually agreed upon project schedule.
Phase 1
Initial Engagements
Initial: Financial Export Scoping
Initial: Custom Documents Discovery / Scoping
Initial: GTUR Scoping
Initial: Data Delivery
Training: Subject Matter Expert Planning/Prep
Initial: GTUR Delivery
Initial: Financial Export Delivery
Training: Merge Documents
Initial: Custom Documents Delivery
Training: Subject Matter Expert
Testing Phase 1
Issue Resolution: Consultant - Week 1
Issue Resolution: Custom Documents- Week 1
Issue Resolution: Data Conversion - Week 1
Issue Resolution: GTUR - Week 2
Issue Resolution: Consultant - Week 2
Issue Resolution: Custom Documents- Week 2
Issue Resolution: Data Conversion - Week 2
Training: Bluebeam
Training: CSLB
Issue Resolution: Data Conversion - Prep for 2nd Delivery Testing Phase 2
Second: Data Delivery
Issue Resolution: Consultant - Week 1
Issue Resolution: Custom Documents- Week 1
Issue Resolution: Data Conversion - Week 1
Issue Resolution: Consultant - Week 2
Issue Resolution: Custom Documents- Week 2
Issue Resolution: Data Conversion - Week 2
Agenda Item #10.1.
Testing Phase Ends
Go Live Readiness / Go Live
Go Live - Readiness Check - Consultant
Go Live - Readiness Check - Custom Documents
Go Live - Readiness Check - Data Conversion
Customer Data Validation on Resolved Tickets
Go Live: Data Delivery
Go Live: Smoke Testing - Consultant
Go Live: Smoke Testing - Data Conversion
Go Live: Support - Data Conversion
Go Live: Support- FinExport
Go Live: Support- Consultant
Go Live: Support - Custom Documents
Phase 2
New Interface and Integration Implementation
eTRAKiT Integration
Agenda Item #10.1.
APPENDIX D: RACI Chart
Sales
Cust
Succe
ss
Suppo
rt
Account ExecutiveProject ManagerResource PlannerSD Senior LeadershipSD ManagerTrainerConsultantInstallation SpecialistData Conversion SpecialistGIS ManagerGIS SpecialistCloud Team LeadershipCloud TeamCust Success ManagerSupport AnalystCustomer SponsorCustomer PMCust Functional LeadsCustomer SME's Phase 1
Assigning a Project Manager I R, A
Sending Introductory Email to Customer R, A I I
Performing Contract / Project Setup and Intelligence Review R, A C, I Requesting an Implemenation Guide R, A
Building Project Folder R, A
Building Initial Draft of Project Artifacts R, A
Initially Contacting Third Party Vendors R, A
Requesting Work From the Cloud Team R, A I I I
Sending Welcome Package to Customer R, A I I I I I I
Conducting Sales to Service Transition Call C R, A C I I I I C I I Initially Calling Customer R, A I I C I I
Drafting Initial Project Timeline R, A I C I I C C C
Completing Project Initiation Checklist R, A I C C C
Performing Project Kickoff I R, A I C C C C C C C I I C C C C Scheduling Resources C R A,C I I I I C I I
Reviewing Project Plan with Customer R, A I I C C C
Receiving Project Plan Customer Signoff R, A I I I I I I I I I I I C C C C Completing Project Planning Checklist R, A I C C C
Conducting Cadenced Status Meetings R, A C C C C C C C C C C Completing Monthly Status Reporting R, A I I C C C C I C I I I Performing Issue Management R, A I C C C C C C C I C I C C C Performing Risk Management R, A I C C C C C C C I C C C C C Performing Change Control Management R, A C C C C
Performing Change Management C R, A R R R
Performing Project Health Management R, A I C C C C C C C I C I C C C Performing Executive Stakeholder Management R, A I C C C C C C C I C C C I I Build Environment C I I I I R I I I A,C R I I I I
Configure Environment C I C R,A C C C R C C I I C C
Data Conversion C I I C R,A I C I R I C C C
Adminstrative Workshops C R C I I I C R R
Testing C I C C C C C C C C C C A R R
Fix Issues and Retest C C R R R R C R C R I R R R
Final Data Cutover A I I C C R C R I C C C
Plan Cutover Schedule and Communications R,A C C C C R C R I R C C Go-Live + Communication R,A C C C R C R C C C R I I C R R R Phase 2
Analyze Technical and Functional Requirements C I C C R,A C C C C I C R C Workflow Analysis (if applicable) C I C C R,A C C C C I C R R Conducting Cadenced Status Meetings R, A C C C C C C C C C C Completing Monthly Status Reporting R, A I I C C C C I C I I I Performing Issue Management R, A I C C C C C C C I C I C C C Performing Risk Management R, A I C C C C C C C I C C C C C Performing Change Control Management R, A C C C C
Performing Change Management C R, A R R R
Performing Project Health Management R, A I C C C C C C C I C I C C C Performing Executive Stakeholder Management R, A I C C C C C C C I C C C I I Configure Environment C I C R,A C C C R C C I I C C
Testing C I C C C C C C C C C C A R R
Fix Issues and Retest C C R R R R C R C R I R R R
Go-Live + Communication R,A C C C R C R C C C R I I C R R R System Sign-Off R,A I C C C C C C C C C R C C
Closeout
Completing Transition to Support and CSM R, A I I I I I I I I I I R R C C C C Delivering Post Go-Live Items R, A C R R R R C R C C C C C C C C Performing Post Go-Live Issue Resolution R, A C R R R R C R C R R C C C C Conducting Closeout Meeting with Customer R, A I I R C C Performing Contract Reconciliation R, A I I
Completing Lessons Learned R, A C I C C C C C C C I C I I Archiving Project Folder R, A
Performing Management Review R, A
Closing Project in SalesForce R, A
Completing Project Closeout Checklist R, A
Service Delivery Customer
Cloud
GIS Services
• Responsible (Who is/will be doing this task?)
• Accountable (Who is the decision maker?)
• Consulted (Anyone/stakeholders that can talk about it.) • Informed (Whose work depends on this task/needs to be kept up to date?)
Agenda Item #10.1.
EXHIBIT 6
Intentionally Omitted
Agenda Item #10.1.
EXHIBIT 7
Service Level Commitments
1. Service Level Commitments
A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.9%, excluding scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates during the unscheduled downtime regarding CentralSquare’s progress in remedying the unavailability and estimated time at which the Solution shall be available.
B. Measurement. Service availability is measured as the total time that the solutions are available during each calendar month for access by Customer (“Service Availability”). Service Availability measurement shall be applied to the production environment only, and the points of measurement for all monitoring shall be the servers and the internet connections at CentralSquare’s hosted environment.
C. Calculation. Service availability for a given month shall be calculated using the following calculation:
I. The total number of minutes which the service was not available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month.
II. Service availability targets are subject to change due to the variance of the number of days in a month.
III. The total number of minutes which the service was not available in a given month shall exclude minutes associated with scheduled or emergency maintenance.
D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit calculated as follows:
Service availability Credit percentage
Less than 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%
Service Availability in the relevant
Service Period
Percentage Reduction in Monthly Fee for the
Subsequent Service Period
Less than 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%
E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall be applied to the next applicable invoice. Customer shall not be eligible for credits where customer is more than thirty (30) days past due on their account.
2. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte. If Customer requests to add additional Software, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc).
3. Non-Production Environments. Included in the subscription fee is access to the training environment during the hours of 8:00am – 4:00pm EST, Monday through Friday. Should the Customer require extended access for items such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an agreed upon schedule.
Agenda Item #10.1.
EXHIBIT 8
Intentionally Omitted
Agenda Item #10.1.
EXHIBIT 9
Intentionally Omitted
Agenda Item #10.1.
EXHIBIT 10
Customer Agreement for Professional Services
THIS Exhibit 10 sets forth the provisions for the services set forth in Exhibit 5 “Statement of Work” of the Agreement.
RECITALS:
A. City desires to employ Consultant to furnish professional services in connection with the project described as implementation services set forth in Exhibit 5 “Statement of Work” of the Agreement.
B. Consultant has represented that Consultant has the necessary expertise, experience, and qualifications to perform the required duties.
NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein contained, the parties agree as follows:
SECTION 1 – BASIC SERVICES
Consultant agrees to perform the services set forth in Exhibit 5, “Statement of Work” of the Agreement.
SECTION 2 – ADDITIONAL SERVICES
Consultant shall not be compensated for any services rendered in connection with its performance of the Agreement that are in addition to or outside of those set forth in Exhibit 5, “Statement of Work” (the “Services”), unless such additional Services and compensation are authorized in advance and in writing by the City Council or City Manager of the City.
SECTION 3 – TIME FOR COMPLETION
The time for completion of Services shall be as identified in Exhibit 1, “Solutions(s) and Services Fee Schedule” of the Agreement. The parties expressly agree that time is of the essence in the performance of the Agreement, and CentralSquare will provide such services in accordance with Exhibit 5 “Statement of Services” of the Agreement.
SECTION 4 – COMPENSATION AND METHOD OF PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified in Exhibit 1, “Solution(s) and Services Fee Schedule” of the Agreement. Total compensation shall not exceed $90,117.00 unless additional compensation is approved in accordance with Section 2.
B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category), travel, materials, equipment, supplies, subconsultant contracts, and miscellaneous expenses. Each original invoice furnished shall include the expenses incurred during the preceding month, the cumulative Agreement amount, and the amount remaining on the Agreement. City shall independently review each invoice submitted to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. If Agenda Item #10.1.
no charges or expenses are disputed, the invoice shall be approved, and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If the City disputes any charges or expenses, the City will return the original invoice to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced charges and expenses exceed the value of the Services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses. Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.
C. Payment to the Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
SECTION 5 – STANDARD OF PERFORMANCE
A. Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons in the same or similar geographical area engaged in providing Services similar to those required of Consultant under this Agreement.
B. In order to induce City to enter into this Agreement, Consultant represents that it is duly organized, existing and in good standing under applicable state law; Consultant is licensed to perform all aspects of the Services; Consultant will employ only persons and Subconsultants with all required licenses and certifications; that Consultant is duly qualified to conduct business in the State; that Consultant has duly authorized the execution, delivery and performance of this Agreement and the Services to be performed herein; and that the Agreement does not violate or create a default under any instrument, agreement, order or decree binding on Consultant.
SECTION 6 – INTENTIONALLY OMITTED
SECTION 7 – INSURANCE REQUIRED
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees, as indicated:
A. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 (any auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
B. Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and Agenda Item #10.1.
property damage including operations, products and completed operations, as applicable. If Commercial General Liability Insurance or other form with a General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
C. Professional Liability Insurance. When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, environmental engineer or other professional engineer, or land surveyor (“design professional”), Consultant shall maintain at least $2,000,000 of professional liability insurance. When Consultant is not a design professional, Consultant shall maintain at least $1,000,000 of professional liability insurance combined single limit for each occurrence, insuring against professional errors and omissions in the Services performed by Consultant under this Agreement, including, without limitation, claims for negligence, misrepresentation, violation of good faith and fair dealing, and inaccurate advise arising out of, resulting from, or in connection with Services performed by Consultant under this Agreement.
D. Excess Limits. If Consultant maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant.
Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
E. Primary Coverage. For any claims related to this contract the Consultants insurance coverage shall be primary insurance as respects to City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Consultants insurance and shall not contribute with it.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions of $25,000 or greater must be declared to the City.
G. Other Insurance Provisions. The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its agent, officers, officials, employees, and volunteers are to be covered as additional insured as respects: liability arising out of work or operations performed by the Consultant; or automobile owned, leased, hired or borrowed by the Consultant.
2. For any claims related to Consultant’s conduct while performing the work of this project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its agents, officers, officials, employees and volunteers. Any insurance or selfinsurance maintained by the City, its agents, officers, officials, employees or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
3. Consultant shall endeavor to provide that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured Agenda Item #10.1.
would be invalid under Subsection (b) of Section 2782 of the Civil Code.
H. Waiver of Subrogation. Consultant’s commercial general liability, automobile liability, workers’ compensation, and employer’s liability policies shall be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its agents, officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City.
I. The Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-: VII, unless otherwise acceptable to the City.
J. Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on forms that conform to City requirements. All certificates and endorsements are to be received and approved by the City before work commences.
SECTION 8 – INDEMNIFICATION
The parties’ indemnification obligations shall be pursuant to Section 13 of the Central Square Solutions Agreement.
SECTION 9 – INDEPENDENT CONTRACTOR STATUS
A. Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner or to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
B. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, employees or agents of City.
C. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.
SECTION 10 – CONFLICTS OF INTEREST AND ANTI-FRAUD AND ANTI- CORRUPTION
POLICIES
A. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of Services under this Agreement.
Consultant further covenants that in the performance of this Agreement, no person having any such Agenda Item #10.1.
interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.
B. City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related Services for other governmental agencies and private parties. Consultant is aware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
C. Consultant understands and acknowledges City maintains an anti-fraud and anticorruption policy to protect the City, its operations, and its employees from and against financial risks, operational breaches, and unethical, fraudulent and corrupt activities. Consultant represents and warrants that Consultant, its subcontractor(s) / subconsultant(s) and their respective employees providing Services pursuant to the Agreement are (1) in good standing; (2) have not been previously investigated, convicted, or debarred for fraudulent or corrupt activities; (3) will not participate in fraudulent or corrupt activities, and (4) will take steps to ensure that its employees and subcontractor(s) / subconsultant(s) employees do not participate in any fraudulent or corrupt activities. Consultant acknowledges and agrees further that it has a duty to and will report to City any information or incident(s) about possible fraudulent or corrupt activities Consultant may discover, and will cooperate in any fraud or corruption investigation conducted, with respect to Consultant’s service provided pursuant to this Agreement.
SECTION 11 – OWNERSHIP OF DOCUMENTS
Ownership of Documentation shall be in accordance with Section 2.3 “Documentation License” in the Agreement.
SECTION 12 – CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION A. All information gained by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
B. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided consultant gives City notice of such court order or subpoena.
C. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Consultant’s conduct.
D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request Agenda Item #10.1.
for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.
SECTION 13 – SUSPENSION OF WORK
City may, at any time, by thirty (30) days written notice suspend further performance by Consultant.
All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and Consultant shall be paid for Services performed and reimbursable expenses incurred prior to the suspension date. Notwithstanding the foregoing, in the event of any such delay, CentralSquare reserves the right to adjust pricing, project schedule timelines and resources accordingly.
SECTION 14 – COMPLIANCE WITH LAW
Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.
SECTION 15 – COMPLIANCE WITH CIVIL RIGHTS
During the performance of this contract, Consultant agrees as follows:
A. Equal Employment Opportunity. In connection with the execution of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, ancestry, age, sexual orientation, gender, gender identity and gender expression as protected categories specifically and expressively in that category, physical handicap, medical condition, marital status, sex, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.
B. Nondiscrimination Civil Rights Act of l964. Consultant will comply with all federal regulations relative to nondiscrimination to federally-assisted programs.
C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitations, either by competitive bidding or negotiations, made by Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor, supplier, or lessor shall be notified by Consultant of Consultant’s obligations under this Agreement and the regulations relative to nondiscrimination.
SECTION 16 – COMPLIANCE WITH CALIFORNIA LABOR CODE REQUIREMENTS Agenda Item #10.1.
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
B. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
C. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
SECTION 17 – AUDIT AND INSPECTION OF RECORDS
A. Records of Consultant’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to City if and when required for a period of up to 3 years from the date of Consultant’s final invoice.
B. Consultant shall maintain all documents and records prepared by or furnished to Consultant during the course of performing the Services for at least three (3) years following completion of the Services. Such records include, but are not limited to, correspondence, internal memoranda, technical reports and investigations, calculations, books and accounts, accounting records documenting its work under its Agreement, and invoices, payrolls, records and all other data related to matters covered by this Agreement.
Agenda Item #10.1.
C. Consultant shall permit City to audit, examine and make copies, excerpts and transcripts from such records, and the Consultant shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any matter whatsoever for three (3) years after City makes the final or last payment or within three (3) years after any pending issues between City and Consultant with respect to this Agreement are closed, whichever is later.
SECTION 18 – LIMITATIONS OF LIABILITY
The parties’ are subject to the limitations of liability provisions in Section 19 of the Central Square Solutions Agreement.
SECTION 19 – COOPERATION BY CITY
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit A, “Scope of Services”, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement.
SECTION 20 – NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by facsimile or first class mail, addressed as follows:
To City:
To Consultant:
City Manager
1088 College Ave
St. Helena, California 94574
CentralSquare Technologies, LLC
1000 Business Center Drive
Lake Mary, Florida 32746
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.
SECTION 21 – TERMINATION
A. City may terminate this Agreement, with or without cause, at any time by giving ten (10) days written notice of termination to Consultant. If such notice is given, Consultant shall cease immediately all work in progress.
B. If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.
C. Upon termination of this Agreement by either Consultant or City, all property belonging to City which is in Consultant’s possession shall be delivered to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in this Agreement.
Agenda Item #10.1.
SECTION 22 – ATTORNEYS’ FEES
If litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorneys’ fees, costs and expenses, in addition to any other relief to which it may be entitled. In addition, any legal fees, costs and expenses incurred to enforce the provisions of this Agreement shall be reimbursed to the prevailing party.
SECTION 23 – ENTIRE AGREEMENT
This Agreement, including the attached Exhibits, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.
SECTION 24 – SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the parties. However, this Agreement shall not be assigned by Consultant without written consent of the City.
SECTION 25 – CONTINUITY OF PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the Services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff assigned to perform the Services required under this Agreement, prior to any such performance.
SECTION 26 – DEFAULT
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default and may terminate this Agreement immediately by written notice to Consultant.
SECTION 27 – WAIVER
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or Services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 28 – LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Napa. In the event of litigation in a U.S. District Court, venue shall lie exclusively in Agenda Item #10.1.
the Northern District of California, in San Francisco.
SECTION 29 – SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 30 – THIRD PARTY BENEFICIARIES
Consultant’s subconsultants shall agree to be bound to the terms of the Agreement to the extent of their scope of Services, including but not limited to, terms regarding indemnity and dispute resolution, and shall agree that City is deemed an expressthird party beneficiary of their subconsultant agreements.
Nothing contained in this Agreement, however, shall operate to confer such or similar rights or benefits on persons or entities not party to this Agreement.
SECTION 31 – STATUTES OF LIMITATION
As between the parties to this Agreement, any applicable statute of limitations for action arising out of, pertaining to, or relating to any act or failure to act in connection with this Agreement shall commence to run on the date of City’s issuance of the final Certificate for Payment, or termination of this Agreement, whichever is earlier, except for latent defects and/or deficiencies, for which the applicable statute of limitation shall begin to run upon discovery of the defect and/or deficiency and its cause.
SECTION 32 – SPECIAL PROVISIONS
This Exhibit 10 “Customer Agreement for Professional Services” is subject to the following special provisions: none.
Agenda Item #10.1.
This Agreement is subject to the following special provisions: none.
IN WITNESS WHEREOF, the parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.
Consultant: City:
By: ________________________________ By: ________________________ Name: ______________________________ Name: Anil Comelo
Title:________________________________ Title: City Manager Approved as to Form:
By: _________________________________
Name: Ethan Walsh
Title: City Attorney
Agenda Item #10.1.
eTRAKiT Guide
Larkspur eTRAKiT online portal provides access to apply for permits, projects, register for contractor accounts, search properties, request and cancel inspections, search violations, report issues and pay fees.
Contents
eTRAKiT Guide ......................................................................................................................................... 1 Creating a Public Account................................................................................................................................ 2 Signing Up for a public account ................................................................................................................... 2 Contractor Log In ...............................................................................................Error! Bookmark not defined.
Option 1: Applying for a "New Contractor Registration" on eTRAKiT..........Error! Bookmark not defined.
Option 2: Applying for a "New Contractor Registration" directly with the City......... Error! Bookmark not defined.
Option 3: Signing In for the first time......................................................................................................... 5 Option 4: Signing In (with existing PIN number - for .net migrations) .........Error! Bookmark not defined.
Application Process.......................................................................................................................................... 7 Dashboard...................................................................................................................................................... 16 Inspections..................................................................................................................................................... 18 Agenda Item #10.1.
Creating a Public or Contractor Account
Public accounts are not intended to be used by contractors. If you are a licensed contractor, please register under “Contractor Registration” using your company name.
Signing Up for an account
1. Navigate to the top of the Larkspur eTRAKiT page and click "Setup an Account”
2. Select “Public” or “Contractor” registration
3. Complete all the information in the form. Fields that have an asterisk (*) next to them indicates that they are required. When finished, click "Create Account" Agenda Item #10.1.
4. Continue to Dashboard
Once your account has been created you will be directed to your “dashboard.” As you start to create activities on the eTRAKiT Portal or link your new account to permits and projects, all the linked permits will show on the dashboard. From the dashboard you can schedule and manage inspections, pay fees or review comments and notes from staff.
Agenda Item #10.1.
Contractors: An account will be created with the information provided and assigned an automatic ‘Contractor Number’, example AEC123 and you will be taken directly to your dashboard. You will be able to upload the required documentation (ie: copy of current license, insurance, workers comp, etc.) and pay fees if applicable. You will receive an email notification once your account has been put into an active status.
Agenda Item #10.1.
Contractors Signing In for the first time
1. Click “Forgot Password /Username” at top right of page
2. Click “Contractor” to begin the password recovery process.
Agenda Item #10.1.
3. Enter the email address associated with your account and click on reset password. An email will be sent to the email address on file (be sure to check your spam folder if you do not receive an email).
4. Confirmation message.
5. Email with link to reset your password.
Agenda Item #10.1.
6. Follow instructions to reset your password and click submit.
7. Once your password is reset you will be directed to your dashboard. You can now begin submitting applications online.
Application Process
Process for submitting applications will be the same for public users and contractors/design professionals.
1. Login to your account
Log in with a public login if you are a homeowner or as a contractor.
See the Contractor Log In section of this document for more information.
2. Read and agree to the City disclaimer. Choose “I Agree” to continue, if you choose “I Disagree” you will be taken back to the homepage, click continue.
STEP 1: Permit Information
3. Fill out the following fields, fields marked with * are required fields. Information will vary based on project type selected.
Agenda Item #10.1.
4. Under Location in “Search By” box select address or parcel and enter site address or parcel number for location and click search and click on address in the results window.
Permits must be linked to a valid Larkspur parcel or address. *If your address or parcel number is not found, please make sure that you are using the correct address format. TIP: omit “street” “road” or “avenue” and just type in part of street name. If the address does not populate and you have verified the address is within City limits, please contact the Building Department at 415-927-5038.
Agenda Item #10.1.
5. Once you click on the address you will see the address you selected as shown below:
6. Select your relationship to the application. If you select property owner or contractor your information will auto-populate on the next screen.
7. Upload any documents required. You must select the file AND ALSO CLICK “UPLOAD.” Visit Larkspur Building and Planning division websites for lists of what is required for submitting.
Please name your files in a way which describes the item submitted and do not combine documents. For example, if you attach your construction management plan to another document staff may not notice it was received. City staff will review your application and notify you If you need to submit additional documentation. *The following document types are accepted: PDF, DOC, DOCX, XLS, JPG and PNG PDF files are preferred. Click “Next Step”.
Agenda Item #10.1.
Agenda Item #10.1.
STEP 2: Contact Information
1. Fill out the following fields, fields marked with * are required fields and click “Next Step” *Most of this information will be already completed based on your profile information.
The owner information should pre-populate based on the owner of record according to the County Assessor’s Office. This may not reflect recent changes made in ownership.
Agenda Item #10.1.
STEP 3: Review and Submit
1. Review Information. You will be able to review and make edits to your application if needed. When done with any edits needed, click “Next Step”. *Upon submission of your application, City staff will review your application and notify you if the application is incomplete or if more information is needed.
Agenda Item #10.1.
STEP 4: Checkout/Confirmation
1. Payment requirement will vary by application type:
• If plan check fee is required, you must select “Add to Shopping Cart” and pay just the Plan Check Fee.
• If no plan check fee is required, you may select “Pay Now” and pay for the permit.
2. Click “View Permit” to view your application and obtain your permit number.
Agenda Item #10.1.
Agenda Item #10.1.
Example of permit below:
Agenda Item #10.1.
Dashboard
Your permit will now be shown in your dashboard, from here you will be able to monitor overall progress, pay fees if applicable, request inspections and follow progress with reviews and inspections.
Agenda Item #10.1.
Agenda Item #10.1.
Inspections
Once your permit is in an “Issued” status, you will be able to request inspections. *Please note our Inspections policy: Inspections can be scheduled up to 7 days in advance from the current date. Each inspection type has a cap (max inspections per day). When the cap is reached, the day is removed from the “Requested Date” drop down menu. If the cap is reached for the entire time period, no dates would be displayed. In this situation please check back as availability can open as the next day becomes available.
If the preferred dated is not available and the inspection request is time sensitive, you may check with the inspector for an alternate available date. Availability is based on the current inspection load and the priorities for inspections.
Inspections are active once an Inspector's name has been assigned. Inspection status is updated daily by 8AM.
Request an Inspection:
1. Click on the “Request” link to begin the request.
Agenda Item #10.1.
2. Fill out the following fields, fields marked with * are required fields and click “Submit”
3. Read and click “Accept” to accept the disclaimer.
Agenda Item #10.1.
4. You will now see the chosen date in your dashboard.
Agenda Item #10.1.
Cancel an Inspection:
You may cancel your inspection up to 3:00PM the day before the inspection is scheduled. *We cannot guarantee the inspector will be contacted prior to visiting the job site for same day cancelations
1. Click on the “Red X” link to begin the request.
Agenda Item #10.1.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Planning
DATE: March 12, 2024
FROM: Maya DeRosa, Community Development Director
SUBJECT: Consideration and Adoption of a Resolution authorizing Agreement #1 to STH Contract: FY2023-028 with Client
First Technologies for migration implementation technical support to City during Central Square software upgrade
transition for an additional $50,000 for a total contract amount not-to-exceed $56,700.
GOAL: Goal 5: Enhance Quality of Life
RECOMMENDED
ACTION:
Staff recommends the City Council adopt the attached
Resolution.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
PURPOSE:
To amend the existing Professional Services Agreement
with Client First Technologies to increase funding by
$50,000 allowing for technical support and training to the City as part of the Central Square Technologies software upgrade.
FINANCIAL IMPACT: The Financial Impact is a total of $50,000 for the amended professional services agreement. Funding is included in the adopted budget in GL Account 101-45-00-21-30;
therefore, no budget adjustment is needed.
BACKGROUND:
On April 18, 2023 the City entered into STH Contract: FY2023-028 with Client First Technologies to assist the City with contract negotiations with Central Square for the TRAKiT software permitting upgrade. The scope of work of that contract is now complete as the Central Square Technologies contract has been finalized and is also on the City Council agenda for consideration and approval.
DISCUSSION:
As part of the contract negotiation process with Central Square Technologies, staff has learned from other small jurisdictions that recently upgraded with the same software that it is a very technical and time intensive process to complete the migration, testing and training before going live. With the limited staffing in the Community Development Department to lead the software transition process, the City requested a scope of services from Client First Technologies to help with this endeavor, similar to what they are doing for many other Bay Area cities. The attached scope of work outlines the Agenda Item #10.2.
assistance to help the City make the software migration successful. The primary focus will be helping the City with project management tasks such as monitoring and managing the project schedule, project timelines and milestones, vendor and City deliverables, as well as the project budget. Client First Technologies will also participate in the periodic status meetings with staff and Central Square Technologies as an advocate for the City.
DOCUMENTS ATTACHMENTS:
STH Contract FY2023-028 ClientFirst Technology Consulting 04-18-2023 Resolution- STH Contract FY2023- Client First
STH Contract FY2023 (Client First) FINAL COMBINED-3-6-2024 Agenda Item #10.2.
Agenda Item #10.2.
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Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
Agenda Item #10.2.
First Amendment to Professional Services Agreement STH
Contract: FY 2023-028 Client First Technologies
CITY OF ST. HELENA
RESOLUTION NO 2024-
A RESOLUTION AUTHORIZING AMENDMENT #1 FOR
PROFESSIONAL SERVICES AGREEMENT WITH CLIENT
FIRST TECHNOLOGIES; STH CONTRACT NO: 2023-028
PERTAINING TO MIGRATION IMPLEMENTATION SERVICES
TO CITY DURING CENTRAL SQUARE SOFTWARE UPGRADE
TRANSITION FOR AN ADDITIONAL $50,000 FOR A TOTAL
AMOUNT NOT-TO-EXCEED $56,700.
RECITALS
A. On April 18, 2023, The City of St. Helena and Client First Technologies entered into an agreement to provide
support to the Community Development Department with
negotiating the technical software needs and contract for the TRAKiT software upgrade with Central Square
Technologies; and
B. The City of St. Helena has completed the scope of the original agreement and now desires to continue utiziling Client First Technologies to provide Central Square
migration project management and oversight in addition to TRAKiT improvement needs; and
C. Expected services include assisting the City with
monitoring and managing the project schedule, project
timelines and milestones, vendor and City deliverables as well as the project budget on an ongoing basis; and
D. The City of St. Helena and Client First Technologies now desire to amend the Agreement for an additional $50,000 for a total amount not-to-exceed $56,700.
RESOLUTION
NOW, THEREFORE, the City Council of the City of St.
Helena Authorizes the City Manager to execute Amendment No. 1 to STH Contract: FY2023-028 in the amount of $50,000 with Client First Technologies for a total contract amount not-to-exceed $56,700.
Approved at a Regular Meeting of the St. Helena City Council on March 12, 2024, by the following vote:
Mayor Dohring: __________
Agenda Item #10.2.
First Amendment to Professional Services Agreement STH
Contract: FY 2023-028 Client First Technologies
Vice Mayor Hall: __________
Councilmember Chouteau: __________
Councilmember Kenealy: __________
Councilmember Summers: __________
APPROVED: ATTEST:
__________________________
__________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City
Clerk
Agenda Item #10.2.
First Amendment to Professional Services Agreement STH Contract: FY 2023-028 Client First Technologies
AMENDMENT #1
FOR PROFESSIONAL SERVICES AGREEMENT WITH CLIENT FIRST TECHNOLOGIES; STH CONTRACT NO: 2023-28 PERTAINING TO MIGRATION IMPLEMENTATION SERVICES TO
CITY DURING CENTRAL SQUARE SOFTWARE UPGRADE TRANISTION FOR AN ADDITIONAL $50,000 FOR A TOTAL AMOUNT NOT-TO-EXCEED $56,700.
This First Amendment to Professional Services Agreement with Interwest STH Contract: FY 2023- 028 dated April 18, 2023 ("Agreement") is made as of this ____ day of _______, 2024 by and between the City of St. Helena and Client First Technologies, Inc.
RECITALS
A. On April 18, 2023, The City of St. Helena and Client First Technologies entered into an agreement to provide support to the Community Development Department with negotiating the technical software needs and contract for the TRAKiT software upgrade with Central Square Technologies; and
B. The City of St. Helena has completed the scope of the original agreement and now desires to continue utiziling Client First Technologies to provide Central Square migration project management and oversight in addition to TRAKiT improvement needs; and C. Expected services include assisting the City with monitoring and managing the project schedule, project timelines and milestones, vendor and City deliverables as well as the project budget on an ongoing basis in accordance with the scope of work attached (Exhibit A); and
D. The City of St. Helena and Client First Techologies now desire to amend the Agreement for an additional $50,000 for a total amount not-to-exceed $56,700. .
AGREEMENT
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, for good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
1. The Scope of Work as set forth in the original Agreement is hereby amended to incorporate and include the additional scope of work attached hereto as Exhibit A and incorporated herein by this reference.
2. Section 4.A. Compensation, is amended to read as follows:
“Total compensation shall not exceed $56,700…”
All other terms of the Agreement shall remain in full force and effect.
Agenda Item #10.2.
First Amendment to Professional Services Agreement STH Contract: FY 2023-028 Client First Technologies
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.
CLIENT FIRST TECHNOLOGIES
By: _____________________________
Print Name:_______________________
Title: ____________________________
CITY OF ST. HELENA
a Municipal Corporation
By:_________________________________
Print Name: Anil Comelo
Title: City Manager
APPROVED AS TO FORM:
_______________________________
Ethan Walsh, City Attorney, St. Helena
ATTEST:
____________________________
City of St. Helena City Clerk
Cindy Tzafopolous
Agenda Item #10.2.
First Amendment to Professional Services Agreement STH Contract: FY 2023-028 Client First Technologies
Exhibit A
Agenda Item #10.2.
OPTIMAL TECHNOLOGY GUIDANCE
California • Illinois • North Carolina • Texas • 800.806.3080 • Fax 888.478.0495 1 | 11
November 9, 2023
Mr. Anil Camelo
City Manager
City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Re: Proposal for CentralSquare Migration Implementation Assistance Dear Mr. Camelo:
Please accept this letter as our proposal for ClientFirst to provide CentralSquare migration implementation services to the City of St. Helena. We value the confidence the City has placed in our services and look forward to providing assistance on this project.
Scope of Work
The TRAKiT migration project implementation assistance for the City will be managed and completed by Cyndi Hoxie and Tatjana Meser. Their extensive TRAKiT configuration, training, data conversion, integrations, and project management experience are best suited to assist the City with the migration project management and oversight and TRAKiT improvement needs.
Scope, Schedule, and Budget
ClientFirst will assist the City Project Coordinator with monitoring and managing the project schedule, project timelines and milestones, vendor, and City deliverables, as well as the project budget. In addition, ClientFirst will assist with accurately assigning project tasks to City and vendor resources. Recommendations pertaining to project scope, schedule, and budget will be provided when needed to aid an on-schedule and within-budget project completion.
Recurring Project Activities and Project Communications To keep the project on schedule, ClientFirst will assist the City Project Coordinator with the following recurring project activities:
• Weekly Project Oversight/Management Assistance Activities – Provide general assistance, including miscellaneous oversight activities, email communications, session scheduling, and task assignments. Also, provide a vendor invoice review (if/or as necessary).
• Internal Status Meeting – Assist the City Project Coordinator with the preparation of a meeting agenda, a list of open tasks, upcoming project sessions/trainings, project risks, key communications, and other project-related information. Guide the Project Team during the status meeting and review the project status, upcoming tasks, activities, and responsibilities, as well as discuss options for risk mitigation and issues resolution. • Project Manager/ClientFirst Debrief – Conduct a post-internal status meeting debrief between the City Project Coordinator and ClientFirst to sync up on project status, upcoming tasks, activities, and responsibilities, as well as discuss options for risk mitigation and issues resolution.
• Vendor Status Meeting – Participate in the Vendor's periodic status meeting as an advocate for the City.
• Review Vendor Status Report – Review the Vendor's post-status meeting report and provide comments.
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
2 | 11
Business Analysis and TRAKIT Improvements (optional)
ClientFirst will work closely with the City Project Coordinator and the Functional Leads to review and identify any business process or TRAKiT configuration gaps. Based on the findings of the assessment, ClientFirst will recommend and assist with TRAKiT and eTRAKiT improvements utilizing new functionality with the goal to streamline the business process for the public and City staff.
Integrations (optional)
A review of the current state of all integrations with City teams will allow ClientFirst to identify testing steps the City needs to take to validate each integration during the migration. These testing steps will be recorded and used as a testing script by the Functional Leads. ClientFirst can also provide assistance with the testing of each integration and the documentation of any errors or incorrect system behavior.
System Testing (optional)
Prior to the initial delivery of the migrated system, ClientFirst and the City Project Coordinator will collaborate with the Functional Leads to build a realistic testing plan encompassing all TRAKiT components that need to be tested (configuration, data conversion, integrations, online applications, payment integrations, geo data updates, electronic plan review, etc.) The testing plan will outline department-specific testing tasks and due dates.
Data Conversion (optional)
Data Conversion is one of several items to be tested by the City Functional Leads during the migration. These testing tasks will be identified in the testing task list. ClientFirst will be able to assist with the validation of the migrated data.
Reports and Forms (optional)
ClientFirst, with the assistance of the Functional Leads, will complete a review of the existing forms/correspondences/letters/reports the City utilizes. This will lead to a clear list of documents that need to be converted and/or created. ClientFirst will also assess each form/correspondence/letter/report to determine if a merge document or SSRS form/report is needed to be created and work with the City Project Coordinator to determine how to best deliver the form/correspondence/letter/report in the Merge Document or SSRS format.
Training (optional)
With the extensive knowledge of the TRAKiT products, ClientFirst will be able to effectively assist with the planning and coordination of the Administrator and End User trainings. ClientFirst will advise on which City attendees should participate in which training and what topics should be covered and/or repeated.
Staffing
Tatjana Meser will be the Project Director for the engagement. Cyndi Hoxie will be managing and coordinating the project. Tatjana and Cyndi have extensive CentralSquare Community Development and TRAKiT implementation and project management experience.
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
3 | 11
Fee Summary
Our time and materials professional fees are based on the scope and approach outlined in this proposal, plus expenses. Our standard billing rates for these types of services reflect the levels and skill sets of the consultant(s) assigned to specific aspects of the project. • Cyndi Hoxie - $ 195 per hour
• Tatjana Meser - $ 210 per hour
• David Krout - $ 225 per hour
Maximum Cost
This will logistically be an ongoing project. The consulting fees payable based on this agreement shall not exceed $50,000 without City approval and written authorization.
Scope Changes and Management
Alternative scope changes and fee adjustments are possible and are dependent on specific project needs and staff resources and capabilities. Minor changes to the scope and methodology stated above will not result in a change in our fees.
If the nature or scope of our work should change significantly during the project, we will discuss such matters and their effect on our fees and obtain written approval before proceeding.
Payment Terms
We invoice monthly as work proceeds. ClientFirst will provide detailed accounting of all consulting time and expenses on the invoice. Payments are due within 30 days of receipt, via check or ACH.
Expenses
Expenses are expected to be primarily for travel, hotel, and miscellaneous, small, budgetingrelated items. These expenses will be billed at cost. However, total costs shall not exceed the maximum amount stated above.
Acceptance
If you have any questions, feel free to contact me at 951.739.7989 or via email at [email protected] for additional information. We appreciate the continued opportunity to serve the City of St. Helena.
Sincerely,
David W. Krout, CPA (inactive)
Partner
Management Consulting Practice Leader
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
4 | 11
Tatjana Meser
Manager, Enterprise Applications Consulting
Tatjana Meser has over eight years of experience with local government agency software implementations. Her in depth experience with software configuration, business analysis, and user needs assessment allows Tatjana to successfully oversee project implementations of standard and customized software.
Skilled in all facets of the project life cycle for application software, she has experience with functional and technical requirements development, gap analysis, system analysis, design, specifications, unit and system testing, implementation planning, execution, lessons learned, and system documentation.
These business improvement and process consistency efforts have created significant costs savings through move-efficient business processes and have reduced overall implementation costs.
Having worked with numerous government agencies as a vendor, Tatjana also brings an understanding, perspective, and ability to manage all the parties necessary for delivering lasting operational success.
Highlights
• Project oversight and management services for multiple community development implementations with custom
integration to financial, tax, and business licensing systems • Industry experience includes work with City and County agencies
Agency Experience
City of Batavia
City of Beaumont
City of Carlsbad
City of Corona
City of Coronado
City of Escondido
City of Fairfield
City of Fontana
City of Glendora
City of Greenville
City of Hesperia
City of Idaho Falls
City of Keller
City of Key West
City of Lakeland
City of Larkspur
City of Mill Valley
City of Mission Viejo
City of Monrovia
City of Newark
City of Oceanside
City of Palm Desert
City of Palmdale
City of Piedmont
City of Pinole
City of Pismo Beach
City of Rancho Palos Verdes
City of Rocklin
City of Salinas
City of San Bernardino
City of San Clemente
City of St. Cloud
City of St. Paul
City of Vacaville
City of Vallejo
City of West Covina
City of West Sacramento
City of Wood Dale
Town of Windsor
Village of Lincolnwood
Village of Oswego
Village of River Forest
Village of Westmont
County of Butte
County of Calaveras County
County of Mendocino
County of Shasta
County of Yuba
County of Hanover
CREDENTIALS, DEGREES,
AND AFFILIATIONS
• Bachelor of Arts in International
Studies – UC San Diego
• Project Management Institute
Member – Inland Empire Chapter
SPECIALTIES
• Project Management
• Conversion, Interface Planning,
and Implementation Support
• Understanding of public sector
departmental operations and
application systems
• Workflow analysis and mapping
• Business Process Redesign
• System Configuration and
Training
• Test and Go Live Plan Creation
I just wanted to say that I thought
the training sessions were very
informative and clear, and I
learned a lot from it. I appreciate
your time spent to train us. Thank
you so much!
—Account Clerk
CA Municipality
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
5 | 11
Cyndi Hoxie
Management Consultant
Cyndi Hoxie has over 30 years of Public Sector experience, including 15 years in municipal government Building and Code Enforcement.
She has spent over 19 years assisting agencies with land management enterprise application systems, with her last position as a product owner of a mid-tier land management software representing the software needs of government agencies nationwide.
Cyndi’s applications experience ranges from being a frontline, daily land management software user to extensive applications support and software implementor and project manager of software
implementations. Her diverse experiences allowed her to represent clients’ needs and drive the development of land management software with the end user in mind. Cyndi now utilizes her vast land management systems knowledge to provide agencies with hands-on applications support, maintenance, data management, reporting writing, training, and consulting advisory.
Highlights
• Experience with planning, permitting, inspections, code enforcement, and tax and licensing processes
• Project oversight and management services for multiple community development implementations
• Experience with custom integrations specifically for financial, tax, and business licensing systems
• Business process gap analysis and workflow documentation • Extensive knowledge of business and technical processes pertaining to enterprise applications
Agency Experience
City of Aurora
City of Aventura
City of Bakersfield
City of Boynton Beach
City of Brentwood
City of Broken Arrow
City of Carlsbad
City of Cary
City of Champaign
City of College Station
City of Coral Springs
City of Crestview
City of Delray Beach
City of Folsom
City of Fresno
City of Grand Prairie
City of Greenville
City of Gresham
City of Las Vegas
City of Los Altos
City of Manchester
City of Marietta
City of Miami Springs
City of Mission Viejo
City of Newberg
City of Norfolk
City of North Port
City of Novato
City of Oswego
City of Pearland
City of Piedmont
City of Pinole
City of Plano
City of Pompano Beach
City of Rio Rancho
City of St. Cloud
City of St. Helena
City of St. Petersburg
City of Salinas
City of San Bernardino
City of San Clemente
City of Solana Beach
City of Tamarac
City of West Palm Beach
City of Winter Haven
Town of Davie
Town of Lady Lake
Town of Los Altos Hills
Town of Normal
Town of Windsor
Village of Lincolnwood
County of Butte
County of Hanover
County of Mendocino
CREDENTIALS
• Certified Scrum Product Owner
SPECIALTIES
• Project Management
• Conversion, Interface Planning,
and Implementation Support
• Understanding of public sector
departmental operations and
application systems
• Workflow analysis and mapping
• System Configuration and
Training
• Test and Go Live Plan Creation
Cyndi, Thank you so much for
accomplishing this huge task in a
short period of time! We would not
have been able to do this without you.
—City Manager
CA Municipality
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
6 | 11
David W. Krout, CPA (Inactive)
Partner – Enterprise Applications Consulting Practice Leader David Krout has 25 years of experience assisting local governments with a broad scope of information technology needs. He specializes in working with organizations to identify their strategic, organizational, application, and functional requirements to determine which system and/or specific applications are a proper fit for both the agency and the vendor.
David’s unique and diversified background in business management, accounting, and management consulting has given him the ability to collaborate with C-level executives and department staff from a practical, business-management perspective to maximize their technology utilization.
Having also worked for a leading local government enterprise software provider, David brings a unique understanding of consulting, client representation, and vendor relationships to the collaboration between the agency and software vendors.
Highlights
• Served on the National Committee for Information Technology for the Institute of Management Accountants
• Former President, Institute of Management Accountants, Inland Empire Chapter
• Former Government IT Consulting Manager for RSM McGladrey, the nation’s fifth-largest CPA and consulting firm
• Featured speaker for the California Society of Municipal Finance Officers (CSMFO), Municipal Information Systems Association of California (MISAC), and Texas Association of Government Information Technology Managers
• Project lead with over 100 public-sector agencies throughout the United States
Agency Experience
City of Batavia
City of Bloomington
City of Brentwood
City of Brisbane
City of Burbank
City of Burlington
City of Carlsbad
City of Camarillo
City of Chino
City of Clovis
City of Colton
City of Corona
City of Coronado
City of Dublin
City of Foster City
City of Gastonia
City of Healdsburg
City of Hemet
City of Highland Park
City of Indio
City of La Habra
City of La Puente
City of Laguna Niguel
City of Lake Forest
City of Larkspur
City of Lomita
City of Manassas Park
City of Menlo Park
City of Mission Viejo
City of Murrieta
City of Pacifica
City of Palm Desert
City of Palmdale
City of Pelham
City of Piedmont
City of Rancho Mirage
City of Redlands
City of Rialto
City of Riviera Beach
City of Rosemead
City of Salisbury
City of Sandpoint
City of San Gabriel
City of San Jacinto
City of Shawnee
City of Sierra Madre
City of Simi Valley
City of South Gate
City of Tustin
City of West Covina
City of West Des Moines
County of Butte
County of Buncombe
County of Denton
County of Mendocino
County of Orange
County of Riverside
County of San Bernardino
Town of Danville
Town of Groton
Town of Hillsborough
Town of Truckee
Village of Glencoe
Village of Lincolnwood
Village of Northfield
Village of Oswego
Village of River Forest
CA-NV American Water
Works Association
Castaic Lake Water
Agency
Castro Valley Sanitary
District
Colton Joint Unified School
District
Cucamonga Valley Water
District
Gastonia Water & Power
Glendale Water and Power
HIP Housing
Lake Elsinore Unified
School District
Menifee Unified School
District
Mesa Water
District
Midpeninsula
Regional Open
Space District
Ramona
Municipal
Water District
Rincon del
Diablo
Municipal
Water District
Rock River
Reclamation
District
Rosamond Community
Services District
Salisbury-Rowan Utilities
San Bernardino Municipal
Water
Southern California
Coastal Water Research
(SCCWRP)
Walnut Valley Water
District
West County Wastewater
District
Western Municipal Water
District
Mechoopda Indian Tribe
Eastern Band of Cherokee
Indian
CREDENTIALS, DEGREES,
AND AFFILIATIONS
• Certified Public Accountant
(CPA) (Inactive)
• Bachelor of Science in
Business Administration
and Accounting – CSU
San Bernardino
SPECIALTIES
• Business Process Reviews
• Applications Requirements
Definition
• Enterprise Applications
Architecture
• Current System Needs
Analysis and
Improvement
• New Software Selection
Assistance
• Technology Master
Planning
• Project Management and
Oversight
• Conversion Assistance and
Planning
• Contract Reviews and
Negotiations
It has been absolutely key to this
project that ClientFirst, especially
Dave, knows the governmental
environment, its limitations and its
opportunities.
—Director of Administrative
Services
CA Municipality
(Inactive)
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
7 | 11
Firm Statement of Qualifications
ERP Consulting Practice Profile
ClientFirst’s enterprise applications consulting team has been conducting these specific types of assessments, process reviews, procurements, and implementation assistance for over 20 years, originating within RSM McGladrey, the nation’s fifthlargest CPA/Consulting firm.
ClientFirst leverages this experience to the client’s
advantage through a unique approach to software selection, which considers the vendor’s perspective while working with clients to navigate the complexities of software needs
assessment, selection, contract negotiation, and
implementation.
We identify an organization’s strategic, organizational, application, and functional requirements — specific to the client’s business processes — to determine which solutions are the best fit for both customer and vendor. Our clients appreciate the honesty and diligence with which we conduct our projects, and many clients continue relying on our
services after their first project with us.
The level of risk and the probability of achieving a
successful implementation are directly related to the
amount of proper due diligence employed. At ClientFirst, we take every possible step to decrease this risk level through best practices.
Because of the level of due diligence that we require, software vendors welcome the opportunity to respond to our RFP documents, giving your organization a chance to find the best functionality fit by evaluating an adequate number of qualified vendor responses.
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
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Government Technology
Focusing on local governments means that we understand the unique needs, processes, protocols, and political nuances involved in the industry. This understanding and experience ensures that our strategies and recommendations are practical in all respects. Our management team’s career experience includes over 3,500 projects for more than 500 local government agencies.
Local Presence and Practice Locations
We have a local presence with extensive experience in California. ClientFirst is a national firm, with practices located in California, Illinois, Texas, and North Carolina.
Corona, CA Schaumburg, IL San Antonio, TX Charlotte, NC Business Management Approach
We understand that not all government executives are versed in the latest technology issues and opportunities. Therefore, our approach and deliverables provide a business-management perspective that allows the layperson the ability to understand the technology issues, strategies, and potential solutions required to make more informed business decisions.
Practical Recommendations
We believe in using technology as a tool to meet the
agency’s business objectives; we do not apply technology just for technology's sake. We are serious in our quest to provide clients with practical solutions that meet their individual requirements. Sometimes the proper solution includes cuttingedge technology. However, a cost-effective and practical solution using proven technology is often the most beneficial.
True Independence
ClientFirst believes in practicing true independence. We do not resell products, nor maintain relationships that would result in any add-on profit margins or referral fees. Our interest is in putting the client first by finding optimum solutions (i.e., the greatest value at lowest competitive cost) to meet their needs.
National Recognition
Our consultants are recognized nationally for their work by many of the industry’s leading vendors. They appreciate the fairness and objectivity we demonstrate when dealing with their
organizations.
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
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Industry Recognition
CIO Review
ClientFirst has been featured in CIO Review as one of the “20 Most Promising Government Technology Solution Providers”.
National Speakers
ClientFirst personnel have conducted educational sessions at national and local conferences such as CSMFO, MISAC, and GFOA, among others.
ClientFirst has such a broad and
well-rounded experience with cities
that they already have a good idea of
what will or won't work. Other
vendors we have worked with don't
have this depth of experience and
suggest solutions that are unrealistic
in a city government environment.
— IT Director
CA Municipality
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
10 | 11
Diversified Experience
We have extensive experience with a wide variety of organizations and technology and processing environments and have worked with over 500 agencies on over 3,500 projects. In addition, we have significant market knowledge regarding software and hardware providers and are well-informed with respect to vendor and industry developments.
Integrated Technology Solutions Groups
Whatever the agency’s technology needs are, we offer a unique combination of experts in their given disciplines who can guide technology decisions, planning, implementation, and management, chosen according to the specific needs of each project, working as an integrated team to provide end-to-end consulting and support services.
Agenda Item #10.2.
CentralSquare Migration Implementation Assistance
CLIENTFIRST TECHNOLOGY CONSULTING
OPTIMAL TECHNOLOGY GUIDANCE
11 | 11
Consultants’ Collective Experience
We understand that the experience of the individual consultants is a significant factor in hiring a firm to conduct the project on your behalf. Our consultants have extensive public-sector experience in their respective careers, including projects with the following agencies:
California
City of Albany
City of Azusa
City of Big Bear Lake
City of Brentwood
City of Brisbane
City of Burbank
City of Calabasas
City of Camarillo
City of Carlsbad
City of Chico
City of Chino
City of Clovis
City of Colton
City of Corona
City of Coronado
City of Downey
City of Dublin
City of Escondido
City of Foster City
City of Glendora
City of Healdsburg
City of Hemet
City of La Habra
City of La Puente
City of Laguna Niguel
City of Larkspur
City of Lathrop
City of Lomita
City of Menlo Park
City of Mission Viejo
City of Montclair
City of Murrieta
City of Pacifica
City of Pacific Grove
City of Palm Desert
City of Palmdale
City of Piedmont
City of Pismo Beach
City of Port Hueneme
City of Rancho Cucamonga
City of Rancho Mirage
City of Redlands
City of Rialto
City of Rohnert Park
City of Rosemead
City of Sacramento
City of San Clemente
City of San Gabriel
City of San Jacinto
City of San Pablo
City of San Rafael
City of Seal Beach
City of Sierra Madre
City of Simi Valley
City of South Gate
City of South Pasadena
City of South San Francisco
City of Tustin
City of Upland
City of Vacaville
City of West Covina
County of Butte
County of Mariposa
County of Mendocino
County of Riverside
County of San Bernardino
County of Tuolumne
County of Yolo
Town of Danville
Town of Hillsborough
Town of Truckee
Town of Yucca Valley
CA-NV American Water
Works Association
Castaic Lake Water Agency
Castro Valley Sanitary District
Cucamonga Valley Water
District
Glendale Water and Power
Hayward Area Recreation
and Park District
Irvine Unified School District
Jurupa Community Services
District
Livermore Area Recreation
and Park District
Midpeninsula Regional Open
Space District
Newhall County Water District
Piedmont Police and Fire
Ramona Municipal Water
District
Rincon del Diablo Municipal
Water District
Rosamond Community
Services District
San Bernardino Municipal
Water
San Mateo Fire District
San Marino Unified School
District
Southern California Coastal
Water Research
Sweetwater Authority
Walnut Valley Water District
West County Wastewater
District
Western Municipal Water
District
Colton Joint Unified School
District
Irvine Unified School District
Lake Elsinore Unified School
District
Menifee Unified School
District
Mesa Water District
Mountain View School District
Romoland School District
West Covina Unified School
District
Ohlone Community College
San Jose Community College
University of California
Berkeley
University of California San
Francisco
UCSF Medical Center
Stanislaus Council of
Governments
Mechoopda Indian Tribe
Alabama
City of Pelham
Arizona
County of Maricopa
Connecticut
City of Bristol
City of New Haven
Groton Police and
Communications Dispatch
Town of Groton
Florida
City of Cape Coral
City of Deerfield Beach
City of Dunedin
City of Fort Lauderdale
City of Pompano Beach
City of Port St. Lucie
City of Riviera Beach
Idaho
City of Sandpoint
Illinois
City of Bloomington
City of Champaign
City of Countryside
City of Crystal Lake
City of Highland Park
City of Joliet
City of Lake Forest
City of Moline
City of Morton Grove
City of Naperville
City of Oakbrook Terrace
City of Orland Park
City of Prospect Heights
City of Rockford
City of Rock Island
City of St. Charles
City of Waukegan
City of Wood Dale
County of DuPage County
County of Peoria County
County of Sangamon County
County of Winnebago County
Village of Arlington Heights
Village of Cary
Village of Glencoe
Village of Kenilworth
Village of Lake Barrington
Village of Libertyville
Village of Lincolnwood
Village of Matteson
Village of Norridge
Village of Northbrook
Village of Northfield
Village of Oak Brook
Village of Oak Park
Village of Oswego
Village of Palos Park
Village of River Forest
Village of Riverside
Village of Westmont
Village of Wheeling
DuPage County Health Dept.
Batavia Public School District
Central Community Unit
School District 301
Champaign County Forest
Preserve District
Civitas Schools
Community High School
District 99
Community Unit High School
District 205
Community Unit School
District 300
Community Unit School
District 308
Consolidated High School
District 230
Consolidated School District
Gower School District
Hampton School District 29
Harlem School District 122
Harrison School District 36
Harvard Community Unit
School District
Harvey School District 152
Hinsdale Township High
School District 86
Indian Prairie Community Unit
School District 204
J. Sterling Morton High
School District 201
Lake Zurich Community Unit
School District 95
Mount Prospect School
District 57
Naperville Community Unit
School District 203
Naperville Park District
Norridge Park District
Oswego School District 308
Pace Suburban Bus Division
Park Ridge Schools
Port Byron Central School
District
Posen-Robbins SD 143.5
Prospect Heights School
District
Riverside Public School
District 96
Rockford Public Library
Rock River Water
Reclamation District
Sherrard Community Schools
St. Charles School District
Sunset Ridge School District
Township High School District
214
Wheaton-Warrenville School
District 200
Winnetka Public Schools
District 36
Lake Forest College
Lincolnwood Public Library
Oak Park Library
Oswego Library District
Park District of Highland Park
Indiana
The University of Notre Dame
Indianapolis Public Library
Indianapolis Public Schools
Iowa
City of Ankeny
City of Bettendorf
City of Burlington
City of Cedar Rapids
City of New Hampton
City of West Des Moines
County of Johnson
County of Linn
State of Iowa
Burlington Community School
District
Cedar Rapids Community
School District
Davenport School District
Diocese of Davenport
Catholic Schools
Dubuque Community School
District
Knoxville Community School
District
Mason City School District
North Scott School District
Des Moines Area Community
College
Cedar Falls Utilities
Kansas
City of Shawnee
Michigan
University of Michigan
Lake Superior State
University
Minnesota
County of Anoka
Nevada
County of Nye
Town of Pahrump
New York
City of Batavia
Village of Ossining
North Carolina
City of Burlington
City of Gastonia
City of High Point
City of Kinston
City of Mount Airy
City of Salisbury
Arc of Stanley County
County of Buncombe
County of Cabarrus
County of Davie
County of Orange
St. Augustine College
Wake Forest University
Eastern Band of Cherokee
Indians
Salisbury Rowan Utilities
Ohio
County of Cuyahoga
County of Montgomery
South Dakota
Rapid City Area Schools
Texas
City of Dallas
City of Pflugerville
City of University Park
County of Denton
Corpus Christi Fire
Highland Park Police and Fire
International Bank of
Commerce
River Oaks Country Club
State Bank of Texas
University of
Texas Health Science
Center
Westwood Country Club
Utah
Washington County School
District
Virginia
Commonwealth of Virginia
City of Manassas Park
Wisconsin
City of Appleton
City of Brookfield
City of Eau Claire
City of Wauwatosa
City of West Allis
County of Brown
County of Kenosha
County of Milwaukee
County of Waukesha
HIDTA Milwaukee
Diocese of Madison Catholic
Schools
Madison School District
Shorewood School District
Whitnall School District
West Allis School District
Agenda Item #10.2.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department:
DATE: March 12, 2024
FROM: Lesley Milton, Asst. to the City Manager
SUBJECT: Approval of a Professional Services Agreement with Toole Design to prepare a Streets Master Plan for a not-toexceed cost of $229,946.
GOAL: Goal 2: Improve Infrastructure & Further Environmental Sustainability, Goal 5: Enhance Quality of Life, Goal 8:
Implement Capital Improvement Plans (CIP) Projects
Miscellaneous/Other
RECOMMENDED
ACTION:
Approve the attached resolution.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
PURPOSE:
Authorization of a contract with Toole Design to complete the City's Streets Master Plan.
FINANCIAL IMPACT: The overall Financial Impact is for a not-to-exceed cost of $229,946, which includes the proposal project cost of
$199,953 and an additional 15% contingency for
possible additional studies that may be required. The
adopted FY24 budget included $200,000 to complete this
project, Capital Improvement Project R24-01. This action will require a budget increase the amount of $29,946 to 741-50-14-31-10, which will be funded with Traffic
Mitigation Impact Fees requiring a budget transfer from Fund 740.
BACKGROUND:
On November 21, 2023, the City released a Request for Proposals seeking a qualified consultant team to provide professional civil engineering, design, planning, traffic engineering, landscape architecture, way finding (to the downtown and points of interest, but not within the downtown as noted below), transportation equity, environmental clearance, and public outreach services to prepare a visionary, community-based, Streets Master Plan.
The Streets Master Plan is intended to incorporate complete and sustainable street approaches while evaluating connectivity and synergy with the City’s existing transportation network to guide policy direction and investment toward improving circulation, public safety, and mobility for all users.
Agenda Item #10.3.
DISCUSSION:
Proposals were due on December 21, 2023 and one proposal was received. Staff reviewed the proposal and declared it responsive. On January 26, 2024, a selection panel interviewed members of Toole Design to discuss the proposal and concluded unanimously that the firm was capable of completing the project and therefore is requesting into a professional services agreement.
The intent of the plan is to incorporate previously developed and adopted documents including but not limited to the City’s General Plan, Circulation Element, Active Transportation/Safe Routes to School Plan, and documents referenced under the “Existing Conditions” in the Request for Proposals.
The plan will also include a constraints analysis of potential major improvements, such as extensions/realignments of Pope/Silverado Trail, Pratt/Silverado Trail, Oak extension to Grayson, and Adams extension to Silverado Trail. Additionally, the Plan shall be based on the City’s approved General Plan and is intended to address the build-out condition of the approved General Plan and the improvements to the City’s transportation system required, at build-out, to comply with the Circulation Element of the General Plan and the approved General Plan CEQA document.
The Streets Master Plan will provide critical links between all modes of transportation, including motorized vehicles, bicycles, pedestrians, and an effective transit system. The Plan will also include policy direction on traffic calming including Complete Streets options, green infrastructure opportunities, identification of long-term improvements that are necessary and updated mechanisms to fund the identified improvements leading to development of growth-related Capital Improvement Program as a precursor for a Development Impact Fee update.
The structure of the Project will include a kickoff meeting, work plan finalization, review of existing conditions, exploration of future growth and trends, working plan elements and topic areas, conducting technical studies, stakeholder outreach and community engagement, and final plan adoption.
DOWNTOWN SPECIFIC PLAN
This plan development is intended to run in parallel to the City’s Downtown Specific Plan (DSP) that incorporates the downtown area only. The DSP will incorporate possible enhancement to land use, transportation planning, traffic engineering, landscape architecture, way finding, transportation equity, and connectivity within the DSP area and provide synergy between the DSP area, and the City’s transportation network as depicted in this Streets Master Plan. The ultimate DSP will act as an overlay of this Streets Master Plan to coordinate any enhanced circulation and/or transportation improvements required by the opportunities and requirements of the DSP. The Public Works and Community Development Departments collaborated on both scopes of services for both the Streets Master Plan and the Downtown Specific Plan to ensure there was coordination and no duplication of efforts.
Agenda Item #10.3.
ABOUT TOOLE DESIGN
Toole Design is a leading firm in North America for multi-modal street design and planning and has successfully provided similar services to jurisdictions throughout California, including the Napa Valley. Toole Design was the firm that the City contracted with to complete technical elements of the Housing Element Update. As requested in the RFP, Toole Design has assembled a project team made up of the following additional partners; SERA Design for urban design and place making, BKF Engineers for utilities design and storm water services, Rincon Consultants for environmental regulations support, and Economic Planning Systems to look at current and future market trends.
Toole Design will be the lead firm and will manage all project partners and interface with the City’s point-of-contact. Toole will also collaborate with the selected consultant to the Downtown Specific Plan project, who has some of the same sub-consultant partners.
Staff is confident that with the selection of Toole design, this project will reveal a visionary and actionable reimagining of St. Helena’s streets and multi-modal transportation network.
Staff recommends adoption of a resolution authorizing execution of the Professional Services Agreement with Toole Design for a not-to-exceed cost of $229,946, which includes a 15% contingency.
PROJECT SCHEDULE
If approved, this project would kick off in March of 2024, stakeholder outreach for the project should begin in spring, and the full project should be completed in approximately 11 months from kick off. The extensive project schedule is included in Attachment C:
Toole Design Proposal, page 25.
ENVIRONMENTAL REVIEW: Not a CEQA Process
DOCUMENTS ATTACHMENTS:
Resolution - Streets Master Plan PSA
20240227 PSA Tool Design SMP Combined
Agenda Item #10.3.
CITY OF ST. HELENA
RESOLUTION NO.
A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF ST.
HELENA APPROVING A
PROFESSIONAL SERVICES
AGREEMENT WITH TOOLE
DESIGN TO PREPARE A
STREETS MASTER PLAN AS
PART OF CAPTIAL
IMPROVEMENT PROGRAM
PROJECT R24-01 FOR A NOTTO-EXCEED COST OF
$229,946 AND AUTHORIZE
THE CITY MANAGER TO
EXECUTE THE AGREEMENT.
RECITALS
WHEREAS, The Streets Master Plan is
intended to incorporate complete and
sustainable street approaches while evaluating
connectivity and synergy with the City’s
existing transportation network to guide policy
direction and investment toward improving
circulation, public safety, and mobility for all
users; and
WHEREAS, On November 21, 2023,
the City released a Request for Proposals
seeking a qualified consultant team to provide
professional civil engineering, design, planning,
traffic engineering, landscape architecture, way
finding (to the downtown and points of interest,
but not within the downtown), transportation
equity, environmental clearance, and public
outreach services to prepare a visionary,
community-based, Streets Master Plan; and
Agenda Item #10.3.
WHEREAS, Proposals were due on
December 21, 2023, and one proposal was
received. Staff reviewed the proposal and
declared it responsive; and
WHEREAS, On January 26, 2024, a
selection panel interviewed members of Toole
Design to discuss the proposal and concluded
unanimously that the firm was capable of
completing the project and therefore is
requesting entering into a professional services
agreement; and
WHEREAS, The structure of the Project
will include a kick off meeting, work plan
finalization, review of existing conditions,
exploration of future growth and trends,
working plan elements and topic areas,
conducting technical studies, stakeholder
outreach and community engagement, and
final plan adoption; and
WHEREAS, Toole Design is the leading
firm in North America for multi-modal street
design and planning and has successfully
provided similar services to jurisdictions
throughout California, including in the Napa
Valley; and
WHEREAS, Toole Design was the firm that
the City contracted with to complete technical
elements of the Housing Element Update; and
WHEREAS, Toole Design will be the lead
manager firm and will manage all project
partners and interface with the City’s identified
Point-of-Contact. Toole Design will also
collaborate with the selected consultant to the
Downtown Specific Plan project, who has
some of the same sub-consultant partners.
RESOLUTION
Agenda Item #10.3.
NOW, THEREFORE BE IT RESOLVED BY
THE CITY COUNCIL OF THE CITY OF ST.
HELENA AS FOLLOWS:
SECTION 1. The above recitals are true
and correct and are incorporated herein by this
reference.
SECTION 2. The City Council of the City of
St. Helena hereby approves a Professional
Services Agreement with Toole Design to
prepare a Streets Master Plan, CIP Project S29 for $199,953 and authorize an additional 15% contingency for possible additional
studies that may be required for a total not-toexceed cost of $229,946.
SECTION 3. Authorizes the City Manager
to execute the agreements.
SECTION 4. Authorizes a budget transfer
of $29,946 from Traffic Mitigation Funds Fund
740 to Streets Capital Fund 741.
SECTION 5. Authorizes a budget increase
to GL Accounts 740-40-00-29-99 and 741-39-
98-00 each in the amount of $29,946.
SECTION 6. Authorizes a budget increase
to the Street CIP Project R24-01 and GL
Account 741-50-14-31-10 in the amount of
$29,946 to cover the 15% contingency.
Approved at a Regular Meeting of the St.
Helena City Council on March 12, 2024, by the
following vote:
Mayor Paul Dohring: _____
Vice Mayor Eric Hall: _____
Council Member Anna Chouteau: _____
Council Member Patrick Kenealy: _____
Agenda Item #10.3.
Council Member Billy Summers: _____
APPROVED: ATTEST:
______________________
________________________
Paul Jamison Dohring, Mayor Cindy
Tzafopoulos, City Clerk
Agenda Item #10.3.
83389.00001\40708740.1
1 CITY OF ST. HELENA
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of February 27, 2024 by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and Toole Design a Limited Liability Corporation with its principal place of business at 8484 GEORGIA AVENUE, SUITE 800, SILVER SPRINGS, MD 20910 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Production of a Streets Master Plan (hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $199,953. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall Agenda Item #10.3.
83389.00001\40708740.1
2 be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Term
The term of this Agreement shall be from February 27, 2024 to February 26, 2025, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”).
Specific milestones or timelines for performance, are included in “Schedule” Exhibit C The Notice to Proceed shall set forth the date of commencement of work.
Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”).
Consultant shall complete the services required hereunder within attached “Schedule” as Exhibit C. The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
Agenda Item #10.3.
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3 c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care; Performance of Employees
a. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. b. Consultant’s employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
9. Assignment and Subcontracting
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subcontractors as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
Agenda Item #10.3.
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4 (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status.
Agenda Item #10.3.
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5 (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits.
Agenda Item #10.3.
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6 (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in Agenda Item #10.3.
83389.00001\40708740.1
7 excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, Agenda Item #10.3.
83389.00001\40708740.1
8 liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that Agenda Item #10.3.
83389.00001\40708740.1
9 affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Safety.
Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
15. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
16. INTENTIONALLY DELETED
17. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a the Superior Court of California for the County of Napa.
18. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be Agenda Item #10.3.
83389.00001\40708740.1
10 entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
19. Ownership of Documents and Confidential Information. a. All deliverables and other documents generated by Consultant in the performance of the Services, including all work papers, work-in-progress, designs, drawings, documents, data, computations, specifications, studies and reports prepared by Consultant as a part of the Services or authorized Additional Services (“Consultant Work Product”) shall belong to and be subject to the sole ownership and use of City. b. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, drawings and specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. c. During the course of the performance of this Agreement, Consultant may receive written or verbal information from City, its representatives or agents, not in the public domain. Such information may include City’s know how, trade secrets, and other proprietary and confidential information and Consultant agrees to treat such information as confidential information belonging to City. Consultant agrees that neither it, nor its officers, employees, representatives, agents, successors, or assigns, will disclose such information to any third party or use the same in any manner without the prior written consent of City. Moreover, Consultant agrees to safeguard such proprietary and confidential information from unauthorized disclosure and/or use using the same degree of care it uses to protect its own proprietary and confidential information, but not less than a reasonable standard of care. In the event that disclosure of such information is sought pursuant to any law or regulation, Consultant shall promptly notify City of such fact to allow City to assert whatever exclusions or exemptions may be available to it under applicable law or regulation.
20. Organization
Consultant shall assign Anju Palta as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
21. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
22. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
Agenda Item #10.3.
83389.00001\40708740.1
11 CITY:
City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Attn: Joseph Leach, Public Works Director
CONSULTANT:
Toole Design
1322 Webster St Suite 208
Oakland, CA 94612
Attn: Anju Palta
and shall be effective upon receipt thereof.
23. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
24. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
25. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
26. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
27. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
Agenda Item #10.3.
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12 28. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
29. Time of Essence
Time is of the essence for each and every provision of this Agreement.
30. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
31. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
Agenda Item #10.3.
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13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA
AND TOOLE DESIGN LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF ST. HELENA Toole Design, LLC
By: By:
Anil Comelo
City Manager Its:
Printed Name:
ATTEST:
By:
Cindy Tzafopoulos, City Clerk
Agenda Item #10.3.
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14 EXHIBIT A
Scope of Services
The Streets Master Plan will produce a conceptual design plan for the transportation network throughout the City, except the Downtown Specific Plan (DSP) area, with context sensitive pedestrian, bicyclist, and transit improvements. The design plans for major improvements shall be advanced to the preliminary stage and include preliminary cost estimates.
The consultant will provide professional services to accomplish all specified work tasks, plus all additional work tasks proposed by the consultant, leading to the preparation, submittal, approval, and adoption of the Streets Master Plan.
The consultant shall provide all required labor, equipment, tools, and facilities necessary to complete the required work as proposed in the following task areas as listed in the following pages in accordance with the following tasks:
Task 1: Project Kickoff and Work Plan Finalization
Task 2: Existing Conditions
Task 3: Future Growth and Trends
Task 4: Public and Stakeholder Engagement
Task 5: Plan Elements/Topic Areas
Task 6: Additional Technical Studies
Task 7: Final Plan Preparation and Plan Adoption.
Agenda Item #10.3.
2 CITY OF OTHELLO TRANSPORTATION PLANNING SERVICES x.3
PROJECT APPROACH
AND WORK PLAN
Agenda Item #10.3.
ST. HELENA STREETS MASTER PLAN 3
PROJECT UNDERSTANDING
AND APPROACH
Streets make up the largest portion of the public
realm in most communities. City streets set the tone
for a place, supporting how people move, influencing
where they shop and spend time, and shaping their
impressions of a place. St. Helena has a rich history
as the rural agricultural center of Napa Valley. Today, it is a wine industry hub and a major tourism center
due to its world-class wine, culinary scene, and scenic topography. Nestled in the world-famous Napa Valley
wine region and not far from San Francisco, St. Helena
is a small-town refuge for its residents and wonderful
destination for many visitors. While the City is small, encompassing only 4-square miles, it is a full-service
City with 5,355 residents.
The City’s existing transportation infrastructure and
development pattern support a relatively walkable
community and provide access to regional destinations.
However, St. Helena faces challenges with its
transportation infrastructure, including congestion along State Route 29, limited multimodal options for residents and visitors, and substandard intersection levels of
service. The Streets Plan will enhance and supplement
the City’s circulation element goal of encouraging the
development of a multimodal transportation network and
supportive land use decisions to encourage alternative
modes of transportation.
The focus of the Streets Plan is to develop an
innovative, goal-based, action-oriented, and userfriendly blueprint to improve the City’s transportation system, address key mobility needs, and provide
improved travel options and high-quality services for
residents and visitors. We recognize that St. Helena
needs a results-oriented and experienced consultant
partner to collaborate with and craft a plan that, when implemented, will achieve the City’s objectives of
planning for future transportation needs, including:
▪ Maintaining St. Helena’s small-town atmosphere
▪ Aligning with and building upon recent policy and
planning efforts
▪ Developing context- and mode-sensitive conceptual
design plan for the City’s transportation network
(excluding the Downtown Specific Plan area)
▪ Improving circulation, public safety, and mobility
for all users through a complete and sustainable
street approach
▪ Providing critical links between all modes
of transportation
▪ Planning for future City and regional growth
Toole Design works with community members to craft
plans, recommendations, and planning processes that
are of, by, and for the communities we serve. We will
bring our multimodal, mobility, and transportation
expertise to this project, translate community input
into creative and innovative solutions that respond to
the context, advance a more balanced transportation
system, and set the stage for future growth and mobility needs in St. Helena and the region. We will actively
collaborate with the City and its partners.
The core of our work will focus on creating an
implementable transportation and mobility-focused
plan for the City, which will include creative ways to
imbed other opportunities like green infrastructure and placemaking strategies. We look forward to collaborating with the City and the community to focus on:
▪ Consciously planning for future growth and buildout based on the City’s approved General Plan ▪ Understanding St. Helena’s role in the region
related to transportation and transit, congestion,
highway expansion, jobs and housing, commuter
trends, and vehicle miles traveled
▪ Enhancing quality of life by creating livable
neighborhoods with improved health, safety,
infrastructure, and traffic outcomes
▪ Increasing multimodal mobility options with an
emphasis on safety and accessibility; addressing
traffic needs, including congestion and intersection
levels of service; and balancing the available
transportation system
▪ Embracing emerging technology and behavior
changes to improve connectivity and collaboration
with local government
▪ Engaging the public equitably, inclusively,
and innovatively to represent the diversity
of the community
▪ Cultivating new—and strengthening existing—
local and regional partnerships to improve
communication, efficiency, and collaboration
▪ Developing strategic implementation criteria and
develop conceptual plans for major improvements
▪ Evaluating existing evacuation routes and
recommending improvements or alternative routes
Agenda Item #10.3.