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HomeMy WebLinkAboutCivic Calling Corporation, dba Holly 04.01.25PROJECT AGREEMENT BY AND BETWEEN THE TOWN OF LOS ALTOS HILLS, CALIFORNIA AND CIVIC CALLING CORPORATION, DBA HOLLY, INC. THIS AGREEMENT (this "Agreement") is entered into this 1St of April, 2025, by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation organized and existing under the laws of the State of California, acting by and through the Town Manager's Office (the "Town") and CIVIC CALLING CORPORATION, DBA HOLLY, a corporation formed and in good standing in the State of Delaware (the "Vendor"). RECITALS WHEREAS, the Town and the Vendor have agreed to allow the Vendor to provide platform access and support for job description management and salary benchmarking services; WHEREAS, the Vendor will provide these services through a twelve (12) month subscription for Eight Thousand Dollars ($8,000) pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth below, the parties agree as follows: 1. PURPOSE 1.1. The purpose of this Agreement is for the Vendor to provide platform access to its Job Design service, enabling comprehensive position description management and salary benchmarking capabilities ("Project"). 2. SCOPE OF SERVICES 2.1. The Vendor shall provide the products and services as described in the scope of services which is attached hereto as Exhibit A and made part of this Agreement. 2.2. Platform Access. The Vendor shall provide full platform access with unlimited user seats for the duration of the Agreement period. 2.3. Value of Services. The Vendor estimates the products and services provided under this Agreement are valued at Eight Thousand Dollars ($8,000). 3. TERM 3.1. The term of this Agreement will commence on April 1, 2025, and will terminate twelve (12) months thereafter, unless terminated earlier pursuant to the provisions of this Agreement. 4. COMPENSATION 4.1. The Town shall pay the Vendor Eight Thousand Dollars ($8,000) for the products and services provided during the term of the Agreement. Payment terms are Net 30 days upon the Town's receipt of invoice. 5. INSURANCE 5.1. Without in any way affecting the indemnity herein provided and in addition thereto, Vendor shall secure and maintain throughout the Agreement term the types of insurance with limits as shown and under the requirements set forth in Attachment 1, as attached hereto and incorporated herein. 6. INDEMNIFICATION The Vendor agrees to indemnify, defend (with counsel reasonably approved by Town) and hold harmless the Town and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including the acts, errors or omissions of any person under Vendor's control and for any costs or expenses incurred by the Town on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnitees. The Vendor indemnification obligation does not apply to the Town's "sole negligence" or "willful misconduct" within the meaning of applicable law. 7. TERMINATION 7.1. Termination for Cause. If the Vendor shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Vendor shall violate any of the representations, warranties, covenants, terms or stipulations of this Agreement, the Town shall thereupon have the right to terminate this Agreement, provided the Vendor has failed to cure such violation within ten (10) days after receiving written notification from the Town. 7.2. Termination for Convenience. The Town shall have the right to terminate this Agreement at any time during the Term of this Agreement, for any reason, including without limitation, its own convenience, upon thirty (3 0) days' prior written notice to the Vendor. 7.2.1. If the Town exercises Termination for Cause, the Town shall be entitled to a pro -rata refund of the unused portion of the subscription fee calculated from the effective date of termination. 8. RETENTION OF RECORDS 8.1. The Vendor shall retain and maintain all records and documents relating to this Agreement for a minimum of three (3) years from its expiration or termination. The Vendor shall make such records and documents available for inspection and audit at any time to authorized representatives of the Town. 9. AUDITS 9.1. At any time during business hours and as often as the Town may deem necessary, there shall be made available to the Town for examination, the Vendor's records with respect to matters covered by this Agreement. The Vendor shall permit the Town to audit, examine and make excerpts or transcripts from such records. 10. CONFIDENTIALITY 10.1. The Vendor agrees that any confidential information received from the Town in the furtherance of this Agreement shall remain strictly confidential and shall not be made available to any individual or organization without the prior written approval of the Town. 10.2. If the Vendor becomes aware of any unauthorized access to, disclosure of, use of, or damage to the confidential information, the Vendor shall within forty-eight (48) hours notify the Town of all facts known to it concerning such unauthorized access, disclosure, use, or damage. 11. PUBLICATION 11.1. Prior to any advertising, publicity, or promotional materials initiated by the Vendor relating to the services under this Agreement, the Vendor shall obtain prior written approval from the Town before such materials can be released. 12. MODIFICATIONS AND AMENDMENTS 12.1. Any and all modifications, alterations, or amendments to the provisions of this Agreement must be by means of a written amendment that refers to and incorporates this Agreement, is duly executed by an authorized representative of each party. 13. COMPLIANCE WITH LAWS 13.1. The Vendor hereby represents, warrants, covenants, and agrees that: 13.1.1. It is qualified to do business in the State of California and that it will take such action as, from time to time hereafter, may be necessary to remain so qualified; 13.1.2. The Vendor's name in this Agreement is its full legal name; 13.1.3. It has the requisite corporate power, authority and legal capacity to enter into this Agreement and fulfill its obligations hereunder; 13.1.4. During the Term, it will comply with all federal, state and local laws, ordinances, rules and regulations, including applicable codes of ethics pertaining to or regulating the services to be performed pursuant to this Agreement. 14. DISPUTES 14.1. The Town shall in all cases determine the amount or quantity, quality, and acceptability of the work and materials under this Agreement and shall, in all cases, decide questions which may arise relative to the fulfillment of this Agreement or to the obligations of the Vendor thereunder. 15. WARRANTY 15.1. The Vendor hereby warrants and guarantees that the services described herein shall be fit for the particular purpose intended by the specifications and described in this Agreement. 16. TOWN REQUIREMENTS 16.1. Nondiscrimination. The Vendor shall operate under this Agreement so that no person otherwise qualified is denied employment or other benefits on the grounds of race, color, religion, ancestry, national origin, sex, age, marital status, sexual orientation, disability or other unlawful forms of discrimination. 16.2. Conflict of Interest. No elected official of the Town, nor other officer, employee or agent of the Town who exercises any functions or responsibilities in connection with this Agreement, shall have any personal interest, direct or indirect, in this Agreement. 17. MISCELLANEOUS PROVISIONS 17.1. No Waiver. A party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement. 17.2. Severability. Each provision of this Agreement shall be deemed to be a separate, severable, and independently enforceable provision. 17.3. Governing Law; Venue; Attorneys' Fees. This Agreement is made in the State of California and shall be governed by the laws of the State of California, including the applicable statute of limitations, without regard to the conflict of law rules. The parties agree that the venue of any action or claim brought by any party to this Agreement will be the appropriate state or federal court in Santa Clara County, California. 17.4. Assignment. Without the prior written consent of the Town, the Agreement is not assignable by Vendor either in whole or in part. 17.5. Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. 17.6. Notice. All notices required under this Agreement shall be in writing and be given by personal delivery or by certified mail, return receipt requested, to: FOR THE TOWN: Town Manager, Town of Los Altos Hills, 26379 Fremont Road, Los Altos Hills, CA 94022 FOR THE VENDOR: Civic Calling Corporation, DBA Holly, Inc., 447 Broadway, 2nd Floor, #1295, New York, NY, 10013 17.7. Independent Contractor. It is agreed by the parties that at all times and for all purposes hereunder that neither the Vendor nor its employees are employees of the Town. 17.8. Entire Agreement. This Agreement constitutes the entire, full and final understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein. SIGNATURES V, Peter Pirn/e ad7., Date: 4/ 11/ 2 S ALTOS HILLS, CALIFORNIA: FOR CIVIC CALLING CORPORATION: Brendan Hellweg, Co-founder, President, Civic Calling Corporation, DBA as Holly, Inc. Date: EXHIBIT A Scope of Work Job Design and Salary Services — Town of Los Altos Hills Overview: Civic Calling Corporation, DBA Holly, Inc. will provide job design and compensation benchmarking services to the Town of Los Altos Hills for its full workforce (approximately 27 positions). The engagement includes analysis of current job descriptions, salary benchmarking against comparator jurisdictions, and full access to Holly's job design and compensation platform for a 12 -month period. Objectives: • Review and modernize job descriptions as needed for clarity, relevance, and equity. • Benchmark salaries against a mutually agreed-upon set of comparator jurisdictions. • Identify gaps or misalignments in compensation based on role expectations, qualifications, and market data. • Provide an easy-to-use platform for HR and department heads to collaborate on role design and compensation planning. Deliverables: • Initial Deliverable (April 11, 2025): Salary benchmarking review for all Town of Los Altos Hills positions against predetermined comparator jurisdictions. • Updated job descriptions and classification recommendations (as needed). • Access to Holly platform with unlimited user seats for the 12 -month agreement period. • Ongoing support, platform training, and consultation as requested. Platform and Support Commitments: • The Holly platform will maintain regular uptime of at least 99%, excluding scheduled maintenance windows, which will be communicated in advance. • The Town will have direct access to Holly's founders as part of its dedicated support team, including email, scheduled calls, and optional text -based support. • All users will receive access to ongoing platform improvements, including new features, enhancements, and bug fixes, at no additional cost during the contract period. • Regular check -ins and training sessions will be made available to ensure platform adoption and value realization. Comparator Jurisdictions: To be finalized in collaboration with the Town prior to April 11, 2025. Typical selections include cities of comparable size, geographic proximity, and service offerings. ATTACHMENT I INSURANCE REQUIREMENTS Vendor agrees to provide insurance set forth in accordance with the requirements herein. If Vendor uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, Vendor agrees to amend, supplement or endorse the existing coverage to do so. 1. Without in any way affecting the indemnity herein provided and in addition thereto, Vendor shall secure and maintain throughout the Agreement term the following types of insurance with limits as shown: a. Workers' Compensation/Employer's Liability — A program of Workers' Compensation insurance or a state -approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with $250,000 limits covering all persons including volunteers providing services on behalf of Vendor and all risks to such persons under this Agreement. If Vendor has no employees, it may certify or warrant to the Town that it does not currently have any employees or individuals who are defined as "employees" under the Labor Code and the requirement for Workers' Compensation coverage will be waived by the Town's authorized risk representative. With respect to contractors that are non-profit corporations organized under California or Federal law, volunteers for such entities are required to be covered by Workers' Compensation insurance. b. Commercial/General Liability Insurance — Vendor shall carry General Liability Insurance covering all operations performed by or on behalf of Vendor providing coverage for bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000), per occurrence. The policy coverage shall include: i. Premises operations and mobile equipment. ii. Products and completed operations. iii. Broad form property damage (including completed operations). iv. Explosion, collapse and underground hazards. v. Personal injury. vi. Contractual liability. vii. $2,000,000 general aggregate limit. c. Automobile Liability Insurance — Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired and non -owned automobiles or symbol I (any auto). The policy shall have a combined single limit of not less than one million dollars ($1,000,000) for bodily injury and property damage, per occurrence. If Vendor is transporting one or more non-employee passengers in performance of Agreement services, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000) for bodily injury and property damage per occurrence. If Vendor owns no autos, a non -owned auto endorsement to the General Liability policy described above is acceptable. d. Umbrella Liability Insurance — An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall include a "dropdown" provision providing primary coverage for any liability not covered by the primary policy. The coverage shall also apply to automobile liability. e. Professional Liability — Professional Liability Insurance with limits of not less than one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) aggregate limits; or Errors and Omissions Liability Insurance — Errors and Omissions Liability Insurance with limits of not less than one million dollars ($1,000,000) and two million dollars ($2,000,000) aggregate limits. If insurance coverage is provided on a "claims made" policy, the "retroactive date" shall be shown and must be before the date of the start of the Agreement work. The claims made insurance shall be maintained or "tail" coverage provided for a minimum of five (5) years after Agreement completion. f. Cyber Liability Insurance — Cyber Liability Insurance with limits of no less than $1,000,000 for each occurrence or event with an annual aggregate of $2,000,000 covering privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion and network security. The policy shall protect the involved Town entities and cover breach response cost as well as regulatory fines and penalties. 2. Additional Insured. All policies, except for Worker's Compensation, Errors and Omissions and Professional Liability policies shall contain additional endorsements naming the Town and its officers, employees, agents and volunteers as additional named insured with respect to liabilities arising out of the performance of services hereunder. The additional insured endorsements shall not limit the scope of coverage for the Town to vicarious liability but shall allow coverage for the Town to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85. 3. Waiver of Subrogation Rights. Vendor shall require the carriers of required coverages to waive all rights of subrogation against the Town, its officers, employees, agents, volunteers, contractors and subcontractors. All general or auto liability insurance coverage provided shall not prohibit Vendor and Vendor's employees or agents from waiving the right of subrogation prior to a loss or claim. Vendor hereby waives all rights of subrogation against the Town. 4. Policies Primary and Non -Contributory. All policies required herein are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by the Town. 5. Severability of Interests. Vendor agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude coverage for suits between Vendor and the Town or between the Town and any other insured or additional insured under the policy. 6. Proof of Coverage. Vendor shall furnish Certificates of Insurance to the Town Department administering the Agreement evidencing the insurance coverage at the time the Agreement is executed. Additional endorsements, as required, shall be provided prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (3 0) days written notice to the Department, and Vendor shall maintain such insurance from the time Vendor commences performance of services hereunder until the completion of such services. Within fifteen (15) days of the commencement of this Agreement, Vendor shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and endorsements immediately upon request. 7. Acceptability of Insurance Carrier. Unless otherwise approved by an authorized representative of the Town, insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best" Insurance Guide rating of "A- VII". 8. Deductibles and Self -Insured Retention. Any and all deductibles or self-insured retentions in excess of $10,000 shall be declared to and approved by an authorized representative of the Town. 9. Failure to Procure Coverage. In the event that any policy of insurance required under this Agreement does not comply with the requirements, is not procured, or is canceled and not replaced, the Town has the right but not the obligation or duty to cancel the Agreement or obtain insurance if it deems necessary and any premiums paid by the Town will be promptly reimbursed by Vendor or Town payments to Vendor will be reduced to pay for Town -purchased insurance. 10. Insurance Review. Insurance requirements are subject to periodic review by the Town. An authorized representative of the Town is authorized, but not required, to reduce, waive or suspend any insurance requirements whenever they determine that any of the required insurance is not available, is unreasonably priced, or is not needed to protect the interests of the Town. In addition, if it is determined that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced or available, the authorized representative is authorized, but not required, to change the above insurance requirements to require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the Town, inflation, or any other item reasonably related to the Town's risk. Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this Agreement. Vendor agrees to execute any such amendment within thirty (30) days of receipt. Any failure, actual or alleged, on the part of the Town to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on the part of the Town.