HomeMy WebLinkAboutByrne Software Technologies, Inc - Consultant Services - 2-24-2023UVIiVJIyii CI IvujuptC IU. C/r'41Il.l l.0
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS 2/z4 AGREEMENT3 (Agreement) is made and entered into, effective
, by and between the CITY OF FRESNO, a California
municipal corporation (City), and BYRNE SOFTWARE TECHNOLOGIES, INC., a
Missouri corporation (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional programming services for ACCELA
CIVIC PLATFORM CANNABIS MODULE IMPLEMENTATION (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a
Certified Accela Value Added Reseller and hereby represents that it desires to and is
professionally and legally capable of performing the services called for by this Agreement;
and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-
19; and
WHEREAS, this Agreement will be administered for the City by its City Manager
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the reasonable satisfaction of
the City the services described in Exhibit A, including all work incidental to, or
necessary to perform, such services even though not specifically described in
Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force
and effect through July 31, 2023, subject to any earlier termination in accordance
with this Agreement. The services of the Consultant as described in Exhibit A are
to commence upon the Effective Date and shall be completed in a sequence
assuring expeditious completion, but in any event, all such services shall be
completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation.
(a) The Consultant's sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total
fee not to exceed Seventy Thousand Dollars ($70,000.00), paid on the basis
of the rates set forth in the schedule of fees and expenses contained in
Exhibit A.
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(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of City business.
The City shall not be obligated to reimburse any expense for which it has
not received a detailed invoice with applicable copies of representative and
identifiable receipts or records substantiating such expense.
(c) The parties may modify this Agreement to increase or decrease the scope
of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to the
Consultant's compensation. Any change in the scope of services must be
made by written amendment to the Agreement signed by an authorized
representative for each party. The Consultant shall not be entitled to any
additional compensation if services are performed prior to a signed written
amendment.
4. Termination Remedies and Force Majeure.
(a) This Agreement shall terminate without any liability of the City to The
Consultant upon the earlier of: (i) the Consultant's filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against the Consultant; (ii) thirty (30)
calendar days' prior written notice with or without cause by the City to the
Consultant; (iii) the City's non -appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, the
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to any
and all unearned payments and all properties and materials in the
possession of the Consultant that are owned by the City. Subject to the
terms of this Agreement, the Consultant shall be paid compensation for
services satisfactorily performed prior to the effective date of termination.
The Consultant shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to satisfactorily
perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not
in excess of, the City's damages caused by such failure. In no event shall
any payment by the City pursuant to this Agreement constitute a waiver by
the City of any breach of this Agreement which may then exist on the part
of the Consultant, nor shall such payment impair or prejudice any remedy
available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may (i)
exercise any right, remedy (in contract, law or equity), or privilege which
may be available to it under applicable laws of the State of California or any
other applicable law; (ii) proceed by appropriate court action to enforce the
terms of the Agreement; and/or (iii) recover all direct damages for the
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breach of the Agreement. Without limiting the indemnification provisions of
this Agreement, neither the City nor the Consultant shall be liable with
respect to any subject matter of this Agreement or under any contract,
negligence, strict liability or other legal or equitable theory for any indirect,
incidental, special, punitive, or consequential damages.
(e) The Consultant shall provide the City with adequate written assurances of
future performance, upon Administrator's request, in the event the
Consultant fails to comply with any terms or conditions of this Agreement.
(f) The Consultant shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of the Consultant and
without its fault or negligence such as, acts of God or the public enemy, acts
of the City in its contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common
carriers. The Consultant shall notify Administrator in writing as soon as it is
reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give
written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by the Consultant without the prior written
approval of the Administrator. During the term of this Agreement, and
thereafter, the Consultant shall not, without the prior written consent of the
City, disclose to anyone any Confidential Information. The term Confidential
Information for the purposes of this Agreement shall include all proprietary
and confidential information of the City, including but not limited to business
plans, marketing plans, financial information, materials, compilations,
documents, instruments, models, source or object codes and other
information disclosed or submitted, orally, in writing, or by any other medium
or media. All Confidential Information shall be and remain confidential and
proprietary in the City. All of Consultant's Confidential Information shall, to
the extent permitted by law, be maintained in confidence by City, and City
shall not, during or subsequent to the term of this Agreement, divulge to any
person or organization, or use in any manner whatsoever, directly or
indirectly, for any reason whatsoever, any of the Confidential Information of
Consultant without receiving prior written consent.
(b) Any and all writings and documents prepared or provided by the Consultant
pursuant to this Agreement are the property of the City at the time of
preparation and shall be turned over to the City upon expiration or
termination of the Agreement. The Consultant shall not permit the
reproduction or use thereof by any other person except as otherwise
expressly provided herein.
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(c) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive for one (1) year after expiration or termination
of this Agreement.
(e) Notwithstanding the above, any pre-existing materials, expertise knowledge
or intellectual property that Consultant brings to City's engagement shall
remain the sole property of Consultant. Furthermore, Consultant shall have
the right to use and modify for its own purposes, or to resell to its clients
and customers, any software, methodologies, documentation, innovations,
or other developments or materials made or conceived under this
Agreement, SOW and/or the Project, provided that City's confidential
information shall not be disclosed.
6. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as the Consultant represents to the City that the
Consultant and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform
the services agreed to be done by it under this Agreement, the City relies upon the
skill of the Consultant and any subcontractors to do and perform such services in
a skillful manner and the Consultant agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such
services by the City shall not operate as a release of the Consultant or any
subcontractors from said professional standards.
7. Indemnification. , To the furthest extent allowed by law, the Consultant shall
indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including
but not limited to personal injury, death at any time and property damage), and
from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or
relate to the negligence, recklessness or willful misconduct of the Consultant, its
principals, officers, employees, agents, or volunteers in the performance of this
Agreement.
If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each subcontractor
to indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers in accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
& Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
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company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than "A-VII" in the
Best's Insurance Rating Guide, or (ii) as may be authorized in writing by
the City's Risk Manager or designee at any time and in sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
liability of not less than those amounts stated therein. However, the
insurance limits available to the City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors\sub-consultants fail to maintain any
required insurance in full force and effect, all services and work under this
Agreement shall be discontinued immediately, and all payments due or that
become due to the Consultant shall be withheld until notice is received by
the City that the required insurance has been restored to full force and effect
and that the premiums therefore have been paid for a period satisfactory to
the City. Any failure to maintain the required insurance shall be sufficient
cause for the City to terminate this Agreement. No action taken by the City
pursuant to this section shall in any way relieve the Consultant of its
responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by
the City that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without
limitation, liability under the indemnity provisions of this Agreement. The
duty to indemnify the City shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the
Consultant. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of the Consultant,
its principals, officers, agents, employees, persons under the supervision of
the Consultant, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
(d) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each
subcontractor/sub-consultant to provide insurance protection, as an
additional insured, to the City and each of its officers, officials, employees,
agents, and volunteers in accordance with the terms of this section, except
that any required certificates and applicable endorsements shall be on file
with the Consultant and the City prior to the commencement of any services
by the subcontractor. The Consultant and any subcontractor/sub-
consultant shall establish additional insured status for the City, its officers,
officials, employees, agents, and volunteers by using Insurance Service
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Office (ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37
10 01 or by an executed manuscript company endorsement providing
additional insured status as broad as that contained in ISO Form CG 20 10
11 85.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to the City's execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the
form as set forth in Exhibit C. During the term of this Agreement, the
Consultant shall have the obligation and duty to immediately notify the City
in writing of any change to the information provided by the Consultant in
such statement.
(b) The Consultant shall comply, and require its subcontractors to comply, with
all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state and local
conflict of interest laws and regulations including, without limitation,
California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.) and the
regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et.
seq.). At any time, upon written request of the City, the Consultant shall
provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, the Consultant and the respective
subcontractor(s) are in full compliance with all laws and regulations. The
Consultant shall take, and require its subcontractors to take, reasonable
steps to avoid any appearance of a conflict of interest. Upon discovery of
any facts giving rise to the appearance of a conflict of interest, the
Consultant shall immediately notify the City of these facts in writing.
(c) In performing the work or services to be provided hereunder, the Consultant
shall not employ or retain the services of any person while such person
either is employed by the City or is a member of any City council,
commission, board, committee, or similar the City body. This requirement
may be waived in writing by the City Manager, if no actual or potential
conflict is involved.
(d) The Consultant represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit
or procure this Agreement or any rights/benefits hereunder.
(e) Neither the Consultant, nor any of the Consultant's subcontractors
performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other
contract in connection with this Project unless fully disclosed to and
approved by the City Manager, in advance and in writing. The Consultant
and any of its subcontractors shall have no interest, direct or indirect, in any
other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and
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approved by the City Manager, in advance and in writing. Notwithstanding
any approval given by the City Manager under this provision, the Consultant
shall remain responsible for complying with Section 9(b), above.
(f) If the Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, the Consultant
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(g) This Section 9 shall survive for one (1) year after expiration or termination
of this Agreement.
10. Recycling Program. In the event the Consultant maintains an office or operates a
facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of. Fresno, the Consultant at its sole cost and
expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for
each office and facility. Literature describing the City recycling programs is
available from the City's Solid Waste Management Division and by calling
City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the City's Solid Waste Management Division at (559)
621-1452 and schedule a free waste audit and cooperate with such Division
in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of the
City within the body of this Agreement, and not otherwise specifically
provided for, shall be effective only if signed by the Administrator or
designee.
(b) Records of the Consultant's expenses pertaining to the Project shall be kept
on a generally recognized accounting basis and shall be available to the
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of one (1) year
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of the Consultant pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to the City until such action is resolved, or until the end of said
time period whichever shall later occur. If the Consultant should subcontract
all or any portion of the services to be performed under this Agreement, the
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Consultant shall cause each subcontractor to also comply with the
requirements of this paragraph. Consultant may invoice City for time
Consultant spent participating in any request by City defined in Section
11(b) at Consultant's current hourly rate. This Section 11(b) shall survive
expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall have
provided evidence to the City that the Consultant is licensed to perform the
services called for by this Agreement (or that no license is required). If the
Consultant should subcontract all or any portion of the work or services to
be performed under this Agreement, the Consultant shall require each
subcontractor to provide evidence to the City that subcontractor is licensed
to perform the services called for by this Agreement (or that no license is
required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, the Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b) The Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. The Consultant shall ensure that applicants
are employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the Consultant's employment
practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
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(c) The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) The Consultant will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of the Consultant's commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant is acting
solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner or associate of the City for any purpose. The City
shall have no right to control or supervise or direct the manner or method
by which the Consultant shall perform its work and functions. However, the
City shall retain the right to administer this Agreement so as to verify that
the Consultant is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
the Consultant and the City. The Consultant shall have no authority to bind
the City absent the City's express written consent. Except to the extent
otherwise provided in this Agreement, the Consultant shall bear its own
costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant and its
officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. The
Consultant shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee
benefits including, without limitation, health, welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, the
Consultant shall be solely responsible, indemnify, defend and save the City
harmless from all matters relating to employment and tax withholding for
and payment of the Consultant's employees, including, without limitation, (i)
compliance with Social Security and unemployment insurance withholding,
payment of workers' compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and
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payment; and (ii) any claim of right or interest in City employment benefits,
entitlements, programs and/or funds offered employees of the City whether
arising by reason of any common law, de facto, leased, or co -employee
rights or other theory. It is acknowledged that during the term of this
Agreement, the Consultant may be providing services to others unrelated
to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation
of receipt, or sent by United States registered or certified mail, with postage
prepaid, return receipt requested, addressed to the party to which notice is to be
given at the party's address set forth on the signature page of this Agreement or
at such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall
be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants,
employees and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by the Consultant, its successors or
assigns, shall be null and void unless approved in writing by the City
Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any monies due
the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). The City retains the right to pay
any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this Agreement,
the Consultant shall at all times comply with all applicable laws of the United
States, the State of California and the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory
agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
18, Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in writing and signed by all parties to this
Agreement. Waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein.
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19. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the Exhibit or Attachment. Furthermore, any terms or
conditions contained within any Exhibit or Attachment hereto which purport to
modify the allocation of risk between the parties, provided for within the body of
this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
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either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
Page 12 of 13
UUuUJ1y1I CIIVCIupt; IU. aIr'+IrUJ-Cyr-F-'+U/ J-ODUG-uumuuIJr IV/l.iJ
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
A Calcipal corporation
By: 2/23/2023
Georgeanne kite
City Manager
APPROVED AS TO FORM
ANDREW JANZ
City Att Signed by:
By: fV'qu,hw ('6l I' L 2/22/2023
Brandon M. Collet Date
BYRNE SOFTWARE TECHNOLOGIES,
INC., a Missouri corporation
By:
Name./ vJC�2�J
Title: JM.5����'-SS CGn
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By: �
t
Name: Ltl� /I�v�.ti. .1 >� r
Supervising Deputy City Attorney Title:
ATTEST:
TODD STERMER, CMC
City Clerk DocuSigned by:
By: 'rinA q6W 2/24/2023
Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Ed Smith,
Information Services Manager
2600 Fresno Street, Room 1059
Fresno, CA 93721
Phone: (559) 621-7136
FAX: (559) [#]
E-mail: Edward.Smith@fresno.gov
0-c-o
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
REVIEWED BY:
CONSULTANT:
Byrne Software Technologies, Inc.
Attention: Bob Cook,
Chief Business Officer
16091 Swingley Ridge Road, Ste 200
Chesterfield, MO 63017
Phone: (636) 537-2505
FAX: (636) 537-2666
E-mail: [E-mail address]
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
Page 13 of 13
L/uuu Jlly.11 mivuiupw IU. C/r•'+IrUJ-C7r•F-'4L/! 0-0DL/4 JJF%UV%.,r- IVl I,V
n R. Ashcroft Secretary of State
2022 ANNUAL REGISTRATION REPORT
BUSINESS
*SECTION 1, 3 & 4 ARE REQUIRED
FF REPORT
DUE BY: 4 30 2022
00463235
BYRNE SOFTWARE TECHNOLOGIES, INC.
WILLIAM J. BYRNE
16091 SWINGLEY RIDGE ROAD, SUITE 200
CHESTERFIELD MO 63017
00463235
Date Filed: 3/29/2022
John R. Ashcroft
LJMissoluri Secretary of State
RENEWAL MONTH:
JANUARY
❑ 1 OPT TO CHANGE THE CORPORATION'S
RENEWAL MONTH TO FOR A $25.00 FEE
PRINCIPAL PLACE OF BUSINESS OR CORPORATE HEADQUARTERS:
16091 Swingley Ridge Rd Ste 200 (Required)
1
STREET
Chesterfield MO 63017-2OS 5
CITY / STATE ZIP
If changing the registered agent and/or registered office address, please check the appropriate box(es) and fill in the necessary information.
IF CHANGING THE REGISTERED AGENT, AN ORIGINAL WRITTEN CONSENT FROM THE NEW
2 REGISTERED AGENT MUST BE ATTACHED AND FILED WITH THIS REGISTRATION REPORT.
❑ The new registered office address
Must be a Missouri address, PO Box alone is not acceptable. This section is not
OFFICERS
NAME AND PHYSICAL ADDRESS (P.O. BOX ALONE NOT ACCEPTABLE).
MUST LIST PRESIDENT AND SECRETARY BELOW
PRESIDENT
STREET
CITY/STATE/ZIP
5ECRETARY
STREET
3 CITY/STATE/ZIP
VICE PRESIDENT
STREET
CITY/STATE/ZIP
VICE PRESIDENT
STREET
CITY/STATE/ZIP
Byrne, Catherine
16091 Swingley Ridge Road, Suite 200
Chesterfield MO 63017
Byrne, William
16091 Swingley Ridge Road, Suite 200
Chesterfield MO 63017
Digenan, Amber
16091 Swingley Ridge Road, Suite 200
Chesterfield MO 63017
Garthe, Kevin
16091 Swingley Ridge Road, Suite 200
pplicable for Banks. Trusts and Foreign Insurance.
BOARD OF DIRECTORS 'e
NAME AND PHYSICAL ADDRESS (P.O. BOX ALONE NOT ACCEPTABLE).
MUST LIST AT LEA5T ONE DIRECTOR BELOW
NAME Byrne, Catherine
STREET 16091 Swingley Ridge Road, Suite 200
CITY/STATE/ZIP Chesterfield MO 63017 USA
NAME
STREET
CITY/STATE/ZIP
NAME
STREET
CITY/STATE/ZIP
NAME
STREET
Chesterfield MO 63017 1 CITY/STATE/ZIP
NAMES AND ADDRESSES OFALL OTHER OFFICERS AND DIRECTORS ARE ATTACHED
The undersigned understands that false statements made in this report are punishable for the crime of making a false
declaration under Section 575.060 RSMo. Photocopy or stamped signature not acceptable.
4 f Authorized party or officer sign here Karen L Wilson
Please print name and title of signer: Karen L Wilson
NAME
REGISTRATION REPORT FEE IS:
_$20.00 If filed on or before 4/30/2022
_$35.00 If filed on or before 5/31/2022
_$50.00 If filed on or before 6/30/2022
_$65.00 If filed on or before 7/31/2022
ADD AN ADDITIONAL $2S.00 FEE IF CHANGING THE RENEWAL MONTH,
Vice President
TITLE
WHEN THIS FORM IS ACCEPTED BY THE SECRETARY OF STATE, BY LAW
IT WILL BECOME A PUBLIC DOCUMENT AND ALL INFORMATION
PROVIDED IS SUBJECT TO PUBLIC DISCLOSURE
E-MAIL ADDRESS (OPTIONAL):
REQUIRED INFORMATION MUST BE COMPLETE OR THE REGISTRATION REPORT WILL BE REJECTED
RETURN COMPLETED REGISTRATION REPORT AND PAYMENT TO: Secretary of State, P.O. Box 778, Jefferson City, MO 65102
Ljuuuo, l l CI IVHIUFjJ IU. C! r'F
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City) and
BYRNE SOFTWARE (Consultant)
Cannabis Module -Implementation
See attached Scope of Work
Page 1 of 2
uuL;uoiyiI r-mviupts iu. C/r-rIrLIJ-G7r'#-'-FU/ J-oou4-z)umuu%,r ik t%,u
SCHEDULE OF FEES AND EXPENSES
See Attached Proposal of Costs
Page 2 of 2
LJuuuolly.lI CI IVCIOFJC IU. C/ r41 rLJJ-CZ1r4-4LJ I O-OOLJG uu.-%o .,r IL./L.0
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and BYRNE SOFTWARE (Consultant)
Cannabis Module Implementation
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage
for "bodily injury," "property damage" and "personal and advertising injury"
with coverage for premises and operations (including the use of owned and
non -owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations
underthe
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance
or use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other
licensed vehicles (Code 1- Any Auto). If personal automobile coverage is
used, the City, its officers, officials, employees, agents, and volunteers are
to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to the
Consultant's profession. Architect's and engineer's coverage is to be
endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to the
City, its officers, officials, employees, agents and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
Page 1 of 5
LjUL;Uoly II CI IVCIUpC IL/. C/ r4IrU0-G.7r'#-4U/J-ODL/L-:JJMUQ%,F 1l.1 11.7
COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
$2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease
each employee; and, (iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy
aggregate.
6. CYBER LIABILITY insurance with limits of not less than:
(1) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the City, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF41NISURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self -insured retentions. Any deductibles or self -insured retentions must
be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager
or designee. At the option of the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects the City, its officers, officials, employees, agents, and
volunteers; or
(ii) The Consultant shall provide a financial guarantee, satisfactory to the City's
Risk Manager or designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall
the City be responsible for the payment of any deductibles or self -insured
retentions.
Page 2 of 5
UUUUJIIyII rI IVCIUFIC IU. C/r•41I 0-0DUL-UUJ-%QUl-1r I%II%.0
OTHER INSURANCE PROVISIONSlENDORSEMENTS
The General Liability and Automobile Liabili# insurance olicies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be
covered as additional insureds. The Consultant shall establish additional
insured status for the City and for all ongoing and completed operations by
use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 3710
01 or by an executed manuscript insurance company endorsement
providing additional insured status as broad as that contained in ISO Form
CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, officials, employees, agents and volunteers.
Any available insurance proceeds in excess of the specified minimum limits
and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, the Consultant's insurance
coverage shall be primary insurance with respect to the City, its officers,
officials, employees, agents and volunteers. Any insurance or selfinsurance
maintained by the City, its officers, officials, employees, agents and
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it. The Consultant shall establish primary and
noncontributory status by using ISO Form CG 20 01 04 13 or by an
executed manuscript insurance company endorsement that provides
primary and non-contributory status as broad as that contained in ISO Form
CG 20 01 04 13.
The Workers' Comi2ensation insurance poky is to contain, or be endorsed to contain, the
following provision: The Consultant and its insurer shall waive any right of subrogation
against the City, its officers, officials, employees, agents and volunteers.
The Cyber Liability insurance shall cover claims involving privacy violations, information
theft, damage to or destruction of electronic information, intentional and/or unintentional
release of private information (including credit monitoring costs), alteration of electronic
information, extortion and network security. Such coverage is required only if any
products and/or services related to information technology (including hardware and/or
software) are provided to Insured and for claims involving any professional services for
which Consultant is engaged with the City for such length of time as necessary to cover
any and all claims
if the Professional Qrrors and Omissions and C ber Liability insurance olic ies is
written on a claims -made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by the Consultant.
2. Insurance must be maintained, and evidence of insurance must be provided
for at least three years after completion of the Agreement work or
Page 3 of 5
UUL;uc)iyi CIIVCIuyu iu. Cf r'# I11,/lJzi
termination of the Agreement, whichever occurs first, or, in the alternative,
the policy shall be endorsed to provide not less than a five-year discovery
period.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by the Consultant, the
Consultant must purchase "extended reporting" coverage for a minimum of
three years completion of the Agreement work or termination of the
Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City
for review.
5. These requirements shall survive for three (3) years after expiration or
termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty
calendar days' written notice by certified mail, return receipt requested, has been given
to the City. The Consultant is also responsible for providing written notice to the City
under the same terms and conditions. Upon issuance by the insurer, broker, or agent of
a notice of cancellation, non -renewal, or reduction in coverage or in limits, the Consultant
shall furnish the City with a new certificate and applicable endorsements for such
policy(ies). In the event any policy is due to expire during the work to be performed for
the City, the Consultant shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen calendar days prior to the
expiration date of the expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by defense costs, then the requirement
for the Limits of Liability of these polices will be twice the above stated limits.
Consultant's total Limits of Liability are subject to the limits of Insurance as set forth in
Exhibit B. For any category of damages that are not subject to limitation of liability set
forth in Section 7.0 and 8.0, the City agrees to limit any recovery against Consultant
under this Agreement to the amount of insurance proceeds available under
Consultant's applicable policy. Provided however, that Consultant maintains the
insurance limits required by Exhibit B. The City further agrees that Consultant's liability
shall not exceed the total sum paid on behalf of Consultant's insurer(s) in settlement or
satisfaction of Consultant's claims under the terms and conditions of its applicable
policy.
VERIFICATION OF COVERAGE
The Consultant shall furnish the City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the City's Risk Manager or designee prior to the City's
execution of the Agreement and before work commences. All non -ISO endorsements
Page 4 of 5
UUL;UJIIJ.II CI Ivulu v IU. C/ r-+ I rUJ-L:Z7r'#'4U/ J-ODUL-UW-%UU%,r I', I'-V
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of the City, the Consultant shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration or termination of this
Agreement.
Page 5 of 5
UUI:U,D1yI I CI I VUIUpU I u. C/ r'4 1 rU0-Cyr4-4U / J-ODLIL-UUMUUI,r i 1, i L v
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Cannabis Module Implementation
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of
❑
IT
its agents?
2
Do you represent any firm, organization, or person who is in
❑
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who
❑
01,
do business with the City of Fresno?
4
Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with
❑
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5
Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee
❑
who has any significant role in the subject matter of this
service?
6
Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
❑
connection with this Project?
* If the answer to any question is yes, please explain in full below.
----
Explanation:
❑ Additional page(s) attached.
Sign
at
Date
(Name
(Comps ) �(
Address)
(City State Zip)
Page 1 of 1