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Signed Contract(s) Copyrighted May 1, 2023 City of Dubuque Consent Items # 09. City Council Meeting ITEM TITLE: Signed Contract(s) SUM MARY: ViDL Solutions for professional/technical services. SUGGESTED Suggested Disposition: Receive and File DISPOSITION: ATTACHMENTS: Description Type ViDL Solutions Supporting Documentation AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND ViDL SOLUTIONS THIS AGREEMENT, dated for reference purposes this 20th day of March, 2023, is by and between the City of Dubuque, lowa, a municipal corporation (City) and ViDL Solutions (Consultant). WHEREAS, City is in need of professional/technical services and Consultant represents it is duly qualified and willing to perform the services set forth in this Agreement. NOW THEREFORE, it is agreed by and between the parties hereto as follows: SECTION 1. SCOPE OF SERVICES. Consultant agrees to perForm the following services for City and to perForm such services in a timely and satisfactory manner. Consultant agrees to allow City to interview and accept or reject the participation of all proposed trainers who are not full time consultants with Consultant. Project Manager for Consultant will be Co-Founder Rebecca Johnson. Project Manager for City will be Assistant City Manager Cori Burbach. Logistics, scheduling and other project management details for the two organizations will be managed by these two individuals. Throughout the project, Consultant will meet with Project Manager Burbach and/or Core Team on a monthly basis to review project goals and progress. Consultant shall submit to the Core Team a monthly progress report. The summary shall contain four sections. The first section shall list major events that have occurred since the last report submittal. The second section shall list work that will be accomplished in the upcoming weeks. The third section shall list critical items that need immediate attention. The last section shall identify all items that need to be addressed by City. Phase I. Orqanizational Review & Analysis A. Review occurs between April 1, 2023 and April 30, 2023. B. Consultant to conduct kickoff meeting with Core Team, review relevant quantitative and qualitative data, and conduct 1:1 conversations with Core Team members. 1 C. Core Team members to participate in 1:1 conversations, kickoff meeting, and discussions regarding the data collected. Phase 2: Workplan Development A. Phase 2 to be completed by June 15, 2023. B. Consultant to develop strategic plan with recommendations for training, team building, individual professional development, policy and process updates. C. Core Team members to review recommendations presented by Consultant, discuss action steps and prepare to agreed up on initiatives. Phase 3: Traininq & Team Buildinq, Individual Coachinq (concurrent) A. Phase 3 to be completed by August 30, 2024. B. Consultant to: 1. Conduct at least six (6) full day, in-person trainings/team building sessions for all City department managers. 2. Conduct small group sessions based on shared, identified professional development goals. 3. Offer recommendations to Core Team regarding next steps for team or individual professional development throughout the Phase. 4. Conduct individual professional development opportunities for all City department managers. These opportunities will include, at a minimum the use of one comprehensive professional assessment tool for each department manager. 5. Provide individual coaching sessions for department managers not to exceed six (6) sessions per 27 department managers for a total of 162 sessions. The allocation of sessions to individual department managers will be based on professional development plans identified by the individuals, and not necessarily evenly distributed across all managers. 6. As the delivery of customized solutions such as training, team building and coaching are being delivered on an ongoing basis over a period of 12 months, additional work will likely be necessary to operationalize other changes in the city. During this time, Consultant will meet with the Core Team in a consultative manner 2 as needed to help steer the direction of these operational changes and execute the workplan. C. All City department heads to: 1. Complete initial coaching intake form and professional assessment tool. 2. Engage fully in coaching sessions and team trainings/sessions unless excused by City Manager or Assistant City Manager 3. Complete practical application assignment(s) between coaching and training sessions when they have chosen to commit to one. Phase 4: Final Report & Sustainability Efforts A. Phase 4 to be completed by April 30, 2025. B. Consultant to provide a written report to the Core Team outlining work completed, best practices in building and maintaining healthy organizational culture and recommended next steps for sustainability. SECTION 2. TIME OF COMPLETION. Consultant shall complete all phases of the Project by April 30, 2025. SECTION 3. GENERAL TERMS. A. CHANGE IN SCOPE OF SERVICES. No change in scope shall be permitted during this project without the prior written agreement of both parties. B. SUBSTITUTION OF PROJECT TEAM MEMBERS. The Project Manager, partners, management, other supervisory staff and technical specialists proposed for the project may be changed if those personnel leave Consultant. These personnel may also be changed for other reasons however, in either case, City retains the right to approve or reject the replacements and no replacements shall begin working on the project without the express, prior written permission of City. C. INDEMNIFICATION. To the fullest extent permitted by law, Consultant and City shall indemnify and hold harmless each other, their officers and employees, from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from their of the Contract, provided that such claim, damages, loss or expense is attributable to bodily injury, sickness, disease or death, or 3 injury to or destruction of property (other than the Project itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of City, or Consultant, Consultant's subcontractor, or anyone directly or indirectly employed by City or Consultant or Consultant subcontractor or anyone for whose acts City or Consultant or Consultant's subcontractor may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. D. TERMINATION. City may terminate this Agreement, with or without cause, upon delivering fourteen (14) days written notice to Consultant. E. ERRORS & OMISSIONS. In the event that the work product prepared by Consultant is found to be in error and revision or reworking the work product is necessary, Consultant agrees that it shall do such revisions without expense to City, even though final payment may have been received. Consultant must give immediate attention to these changes so there will be a minimum of delay during construction. The above and foregoing is not to be constructed as a limitation of City's right to seek recovery of damages for negligence on the part of Consultant herein. F. SUBLETTING, ASSIGNMENT OR TRANSFER. Subletting, assignment, or transfer of all or part of the interest of Consultant in this Agreement is prohibited unless written consent is obtained from and approved by City. G. EMPLOYEMENT PRACTICES Consultant shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. 1. To discharge or refuse to hire any individual because of age, color, familial status, gender identity, marital status, mental/physical disability, national origin, race, religion/creed, sex, or sexual orientation. 2. To discriminate against any individual in terms, conditions, or privileges of employment because of age, color, familial status, gender identity, marital status, mental/physical disability, national origin, race, religion/creed, sex, or sexual orientation. H. Consultant agrees to furnish, upon termination of this Agreement and upon demand by City, copies of all basic notes, reports, charts, computations, and any other data prepared or obtained by Consultant pursuant to this Agreement without cost, and without restrictions or limitation as to the use relative to specific projects covered under this 4 Agreement. In such event, Consultant shall not be liable for City's use of such documents on other projects. I. City agrees to tender to Consultant all fees in a timely manner, excepting, however, that failure of Consultant to satisfactorily perForm in accordance with this Agreement shall constitute grounds for City to withhold payment of an amount determined by City to be sufficient to properly complete the Project in accordance with this Agreement. J. If any part of this Agreement is found invalid, it is agreed that the remaining parts shall be deemed severable and shall continue in full force and effect. SECTION 4. CONFIDENTIAL INFORMATION. Consultant agrees that all business, personnel, technical, creative and financial information Consultant learns or obtains during the period over which it is providing services that relate to City or that are received by or for City in confidence, constitute "Confidential Information" Consultant will hold in confidence and, except in perForming the services for City, not disclose or allow to be disclosed. Consultant also recognizes and agrees that Consultant personnel have no expectation of privacy with respect to City's telecommunications, networking or information processing systems and that their activity and any files or messages on or using any of those systems may be monitored at any time without notice at City's premises. Consultant agrees to keep the Confidential Information confidential and will not at any time during the term of this Agreement or any time thereafter divulge Confidential Information in any manner to any person other than Consultants employees or agents with a legitimate need to know in order to perform services for City. Confidential Information does not include any information that: i) is or becomes within the public domain through no act of Consultant, ii) was in the possession of Consultant prior to its disclosure under this Agreement as shown by written records, iii) is independently developed by Consultant without reference to any Confidential Information, iv) is received from a source other than the City or its affiliates, employees, agents, subcontractors or consultants without any restriction on its use or disclosure, as shown by written record, or v) is required by law to be disclosed in the written opinion of City's legal counsel. SECTION 5. COMPENSATION FOR SERVICES. Consideration for all services perFormed and goods or materials supplied by Consultant pursuant to this Agreement shall be paid by City as follows: 5 A. Compensation not to exceed One Hundred Forty Seven Thousand One Hundred Dollars ($147,100). Compensation shall be spent within the phases described in Consultant's Project Cost Estimate unless reallocation of costs is agreed upon in advance by City and Consultant in writing. B. Reimbursement for travel and subsistence expenses actually and necessarily incurred by Consultant in performance of this Agreement in addition to those Travel Per Unit costs already identified in Consultant's Project Cost Estimate must be approved in writing and in advance of travel by City. C. The total obligation of City for all compensation and reimbursement to Consultant shall not exceed One Hundred Forty Seven Thousand One Hundred Dollars ($147,100). SECTION 6. INSURANCE. Consultant shall provide insurance as described in the attached Insurance Schedule at all times during the performance of this Agreement. CITY OF DUBUQUE, IOWA ViDL SOLUTIONS ���� '4 By; � �wh By: ?� � :. Title: City Manager Title: Chief Integrator Date:March 22, 2023 Date: March 20, 2023 ATTEST: 6 INSURANCE SCHEDULE 7 INSURANCE SCHEDULE J 1. Vidl Solutions shall furnish a signed certificate of insurance to the City of Dubuque, lowa for the coverage required in Exhibit I prior to commencing work and at the end of the project if the term of work is longer than 60 days. Contractors presenting annual certificates shall present a certificate at the end of each project with the final billing. Each certificate shall be prepared on the most current ACORD form approved by the lowa Department of Insurance or an equivalent approved by the Director of Finance and Budget. Each certificate shall include a statement under Description of Operations as to why the certificate was issued. Eg: Project# or Project Location at or construction of 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in lowa and all insurers shall have a rating of A or better in the current A.M. BesYs Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. Failure to provide coverage required by this Insurance Schedule shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 5. Contractors shall require all subconsultants and sub-subconsultants to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurances from all such subconsultants and sub-subconsultants. Contractors agree that they shall be liable for the failure of a subconsultant and sub- subconsultant to obtain and maintain such coverages. The City may request a copy of such certificates from the Contractor. 6. All required endorsements shall be attached to certificate of insurance. 7. Whenever a specific ISO form is listed, required the current edition of the form must be used, or an equivalent form may be substituted if approved by the Director of Finance and Budget and subject to the contractor identifying and listing in writing all deviations and exclusions from the ISO form. 8. Contractors shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. If the contractor's limits of liability are higher than the required minimum limits then the provider's limits shall be this agreemenYs required limits. 9. Contractor shall be responsible for deductibles and self-insured retention for payment of all policy premiums and other cost associated with the insurance policies required below. 10. All certificates of insurance must include agents name, phone number, and email address. 11. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by this Schedule at any time. 12. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the risk or other special circumstances during the term of the agreement, subject to mutual agreement of the parties. 8 INSURANCE SCHEDULE J (continued) Exhibit I A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit(any one occurrence) $50,000 Medical Payments $5,000 1) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02. All deviations from the standard ISO commercial general liability form CG 00 01, or business owners form BP 00 02, shall be clearly identified. 2) Include endorsement indicating that coverage is primary and non-contributory. 3) Include Preservation of Governmental Immunities Endorsement. (Sample attached). 4) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 20 26. 5) Policy shall include Waiver of Right to Recover from Others endorsement. B) AUTOMOBILE LIABILITY Combined Single Limit $1,000,000 Coverage shall include all owned, non-owned, and hired vehicles. If the Contractor's business does not own any vehicles, coverage is required on non-owned and hired vehicles. 1) Policy shall include Waiver of Right to Recover from Others endorsement. C) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by lowa Code Chapter 85. Coverage A Statutory—State of lowa Coverage B Employers Liability Each Accident $100,000 Each Employee-Disease $100,000 Policy Limit-Disease $500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Coverage B limits shall be greater if required by the umbrella/excess insurer. OR 9 INSURANCE SCHEDULE J (continued) If, by lowa Code Section 85.1A, the Contractor is not required to purchase Workers' Compensation Insurance, the Contractor shall have a copy of the State's Nonelection of Workers' Compensation or Employers' Liability Coverage form on file with the lowa Workers' Compensation Insurance Commissioner, as required by lowa Code Section 87.22. Completed form must be attached. D) UMBRELLA/EXCESS LIABILITY $1,000,000 The General Liability, Automobile Liability and Workers Compensation Insurance requirements may be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of the primary policies, it shall include the same endorsements as required of the primary policies including Waiver of Subrogation and Primary and Non-contributory in favor of the City. E) PROFESSIONAL LIABILITY $1,000,000 If the required policy provides claims-made coverage: 1) The Retroactive Date must be shown and must be before the date of the agreement. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5)years after completion of the work or services. 3) If coverage is canceled or non-renewed and not replaced with another claims- made policy form with a Retroactive Date prior to the date of the agreement, the contractor must provide "extended reporting" coverage for a minimum of five (5) years after completion of the work or services. F) CYBER LIABILITY/BREACH $1,000,000 _Yes _No Coverage for First and Third Party liability including but not limited to lost data and restoration, loss of income and cyber breach of information. 10 Please be aware that naming the City of Dubuque as an additional insured as is required by this Insurance Schedule may result in the waiver of the City's governmental immunities provided in lowa Code sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent form. PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, lowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, lowa under Code of lowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coveraqe. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of lowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of lowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunitv. The City of Dubuque, lowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non-Denial of Coveraae. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, lowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, lowa. No Other Chanqe in Policv. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. 11