HomeMy WebLinkAboutReso 02-07 Accounting & Bulding Computer System
RESOLUTION NO.2 - 07
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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AUTHORIZING CITY MANAGER TO EXECUTE AN AGREEMENT
WITH SOFTRESOURCES LLC FOR COMPUTER SYSTEM SELECTION SERVICES
(ACCOUNTING SYSTEM AND BUILDING PERMITS)
WHEREAS, the City of Dublin plans to replace or update major computerized software serving
the Accounting functions and the Building Permit functions; and
WHEREAS, two separate Capital Improvement Program Projects 93200 Building Permit System
and Project 93191 Accounting System allocate adequate funding to conduct a procurement process; and
WHEREAS, the City Council has identified these projects as a High Priority Goal for Fiscal Year
2006-2007; and
WHEREAS, the City solicited proposals from qualified firms that provide independent
procurement assistance for local government software systems; and
WHEREAS, five (5) firms submitted proposals for providing professional assistance including
developing the requirements of new systems and assisting with the process to select a new system; and
WHEREAS, SoftResources LLC has shown they have the ability to perform the services required;
and
WHEREAS, SoftResources will perform the work outlined in the Proposal/Scope of Services and
according to the Fee Schedule and timeline therein, which is included the Consultant Services Agreement
(Exhibit A to this Resolution); and
WHEREAS, the agreement has been reviewed and approved by the City Attorney's Office.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
approve the agreement with SoftResources as attached hereto.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreement.
PASSED, APPROVED AND ADOPTED this 16th day of January, 2007, by the following vote:
AYES: Councilmembers Hildenbrand, Oravetz, Sbranti and Scholz, and Mayor Lockhart
NOES: None
ABSENT: None
ABSTAIN: None
Mayor
ATTEST: fl.. I.,... iL..
,./! t I
~~
c--_"~, City Clerk
Reso No. 2-07, Adopted 1/16/07, Item 4.5
Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF ,DUBLIN AND SOFTRESOURCES LLC
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
SoftResources LLC ("Consultant") as of January 16,2007.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail. '
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above.
The Agreement shall end on the earlier of: a) the date of completion and acceptance by
the City of the work specified in Exhibit A; or, b) October 31,2007. Consultant shall
complete the work described in Exhibit A prior to that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City's right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion. at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed, One
Hundred and Seven Thousand dollars ($107,000.00) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this
Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as
Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant
for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The
payments specified below shall be the only payments from City to Consultant for services rendered
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein.
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 1 of 14
Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
. Serial identifications of progress bills; Le., Progress Bill No.1 for the first invoice,
etc.;
· The beginning and ending dates of the billing period;
. A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
· At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
· The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds 800 hours, which shall include an estimate of the time
necessary to complete the work described in Exhibit A;
· The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to City of a
final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 2 of 14
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement.
unless the Agreement is modified prior to the submission of such an invoice by a property
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourty basis shall not exceed
the amounts shown on the following fee schedule:
2.6 Reimbursable expenses. Reimbursable expenses are included in the total amount of
compensation provided under this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall fumish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this
section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the
insurance policies required by this section throughout the term of this Agreement. The cost of such
insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 3 of 14
commence work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be
submitted and made part of this Agreement prior to execution.
4.1 Workers' Comoensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the standards of the
. Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty (30) days' prior written
notice by certified mail, retum receipt requested, has been given to the City.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)
per occurrence, combined single limit coverage for risks associated with the work
contemplated by this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting therefrom, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
4.2.2 Minimum scope of coveraae. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1173)
covering comprehensive General Liability and Insurance Services Office form
number GL 0404 covering Broad Form Comprehensive General Liability.
Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (ed. 12190) Code 1 ("any auto"). No
endorsement shall be attached limiting the coverage.
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 4 of 14
4.2.3 Additional reauirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered
as insureds with respect to each of the following: liability arising out of
activities performed by or on behalf of Consultant, including the insured's
general supervision of Consultant; products and completed operations of
Consultant; premises owned, occupied, or used by Consultant; and
automobiles owned,leased, or used by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to '
City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and volunteers,
and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
d. Any failure of CONSULTANT to comply with reporting provisions of the
policy shall not affect coverage provided to CITY and its officers,
employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, retum receipt
requested, has been given to the City.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors
and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given
to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 5 of 14
4.3.4 The following provisions shall apply if the professional liability coverages are
written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Reauirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverSQe. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require complete, certified copies of all required insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope. limits, and forms of
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
January 16, 2007.
Page 6 of 14
Consulting Services Agreement between
City of Dublin and SoftResources LLC
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by
this section is reduced, limited, or materially affected in any other manner,
Consultant shall provide written notice to City at Consultant's earliest possible
opportunity and in no case later than five days after Consultant is notified of the
change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consulfant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
· Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
· Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
· Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
officers, employees, agents. or volunteers and (2) the actions of Consultant or its employees,
~ubcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
*
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 7 of 14
violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Aaent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Goveminc Law. The laws of the State of Cali fomi a shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 8 of 14
7.3 Other Governmental Reaulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
.. shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally reqUired to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Eaual Opportunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidd,er for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entiUed to compensation for services
performed to the effective date of termination: City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 9'of 14
written amendment to this Agreement, as provided for herein. Consultant understands .and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assiqnment andSubcontractina. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover. a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall included, but not be limited to, the following:
8.6..1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement; .
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs. memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 10 of 14
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use by the City. City and Consultant agree
that, until final approval by City, all data, plans, specifications, reports and other
documents are confidential and will not be released to third parties without prior written
consent of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City undef this Agreement for a minimum of three (3) years, Of for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under Califomia Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement. .
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of Califomia in the County of Alameda or in the United States District Court for
the Northern District of Califomia.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 11 of 14
10.5 Successors and AssiQns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a .conflict of interest,' as that term is defined in the Political Reform Act,
codified at California Govemment Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Govemment Code 91090 et.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Govemment Code 9 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business from any third party at any meeting,
focus group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Paul S. Rankin,
Administrative Services Director ("Contract Administrator"). All correspondence shall be
directed to or through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Elaine Watson , CPA - Principal
SoftResources LLC
2517 Eastlake Avenue East, Suite 100
Seattle Washington, 98102-3278
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16, 2007
Page 12 of 14
Any written notice to City shall be sent to:
Paul S. Rankin, Administrative Services Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the reporUdesi9n preparation. The stamp/seal shall be in a block entitled
.Seal and Signature of Registered Professional with reporUdesign responsibility,. as in the
following example.
Seal and Signature of Registered Professional with
reporUdesign responsibility.
10.12 Intearation. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between
City and Consultant and supersedes all prior negotiations, representations, or agreements,
either written or oral.
CITY OF DUBLIN
CONSULTANT
.1
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Richard C. Ambrose, city Mtlnager
t()tU1lfi CIJ OJ:?-QYJ'
Elaine Watson, Principal
Attest!, ~ ' ~ . .
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City Clerk '- 'I
Approved as to Form:
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City Attorney
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16,2007
Page 13 of 14
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between
City of Dublin and SoftResources LLC
January 16,2007
Page 14 of 14
EXHIBIT A - Project Work Plan &. Schedule
~.... ""-
The following represents the proposed project plan for the City of Dublin's (City) Integrated System
Software Selection Project. This plan has been revised from SoftResources' original RFP response
pursuant to requests by the City. The "Base Project" will include evaluating the following modules as part
of an integrated Request For Proposal:
Permitting and Inspection software providers will be allowed to individually submit proposals solely for
those sub-systems as a part of the "Base Project". A "Contingent Scope" of work is included, in the event
that the City elects to conduct demonstrations from individual Permit / Inspection vendors and requires a
separate contract negotiation for these systems.
Phase 1 - Requirements Analysis & RFP
Timeline - 5 to 7 weeks
SoftResources will review requirements documentation and system information already compiled by the
City. We will work with the City to set up and conduct interviews for approximately 3 days on location in
Dublin, California (Dublin) to gather information and requirements for the Request for Proposal (RFP) and
executive level Observations Summary Report (10-20 pages). We will then put together a draft software
vendor RFP that will be finalized by the City.
Specifically SoftResources will:
1. Review any documentation already compiled by the City e.g., system analysis, organization
charts, strategic plans, software functional/technical requirements documents, current system
information and integration diagrams, etc., that pertains to the Project.
2. Work with the City to set up requirements interviews, and provide an interview memo for the City
to customize and send to attendees in preparation for the requirements interviews.
3. Send two consultants to Dublin to hold a kickoff meeting and conduct interviews with key
personnel from all Departments for 3 days, in 1 to 2 hour sessions. It is expected that the
sessions will be grouped by functional/technical area (e.g., General Ledger, Accounts Receivable,
Accounts Payable, Payroll, etc.) and/or departments / divisions (e.g." Information Technology,
Building, Engineering, etc.) to gather functional requirements and user input, and analyze the
current system and IT environment that will be necessary for the Systems Assessment and
software selection.
Exhibit A Scope of Work / Schedule
Page 1
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4. Take the information gathered from the interviews and documentation provided by the City and
create the Differentiating CrIteria Document (key high level requirements unique to the City) that
will be used to evaluate the City's software options. Present the Differentiating Criteria via
conference call for feedback from the City and finalization. Please note that the Differentiating
Criteria will also become a part of the software RFP.
5. Create a draft RFP for the software that will include the Differentiating Criteria and other
information necessary for the software vendors to respond. SOftResources will use our experience
working with .other city government software selection projects to streamline the process. We will
need to work closely with the Staff to make sure that all local purchasing requirements are
addressed in the RFP document.
6. Conduct research and prepare an executive level System Observations Summary Report (10-20
pages). This will include observations of the current systems and processes in place at the City as
well as estimated budget numbers that the City can use for budgeting purposes for the
acquisition and implementation of new software. Gather estimated costs of a new integrated
system for software license, implementation, maintenance, training, and hardware. We will use
our experience working with other cities, as well as call some of our software vendor contacts, in
order to establish realistic budgetary estimates. (Please note that this is an analysis of estimated
out of pocket costs only, we will not be doing (!n analysis of internal cost (employee time) or
Return on Investment (ROI) for this project.
Deliverable A: Differentiating Criteria Document - This document (3 to 10 pages) lists the business
needs, key requirements, and identifies priorities unique to the City. This will be reviewed with the
City and finalized. .
Deliverable B: Draft Request for Proposal - This will be finalized by the City and released to
prospective software vendors. It will be structured to solicit from vendors offering integrated
software solutions; as well as specialty Permit and Inspection Vendors can submit solely on those
components.
Deliverable C: Svstem Observations Summary R~pprt - This report (10 to 20 pages) will contain the
following:
· Observations regarding current system in use at the City.
· Estimated costs and budget numbers for purchasing and implementing a new systems (Finance
and Permits).
Phase 2 - RFP Analysis
Timeline - 8 to 12 weeks
The City will issue the finalized RFP and send the RFP responses to SoftResources. We will review the RFP
responses and conduct direct research with the software vendors to evaluate vendor and prodUct fit to
the City's requirements and environment. SoftResources will present at City Offices a recommended Short
List of approximately three appropriate software products offering integrated solutions. The evaluation
of RFP responses for the Permitting/Inspection modules will be presented as a single integrated system
and/or a stand-alone Permitting system, and will be incorporated in this phase.
Specifically, SoftResources will:
1. Based on SoftResources experience working with other cities, create a Long List of software
vendors that may be appropriate for the Oty of Dublin and that should be made aware of the
RFP.
Exnibit ^ Scope of Work / Schedule
Page 2
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2. The City will finalize and release the software product RFP according to their public notice
requirements.
3. The City will receive the RFP vendor responses, and forward a copy of the responses to
SoftResources.
4. Review the software vendor RFP responses and conduct direct research with the software
vendors to recommend a Short List of approximately three poSSible solutions for the City. Multiple
detailed phone calls will be made with the software vendors to get clarification of how they will
handle the City's requirements as we review the RFP responses.
5. Create a recommended Short List Report that includes background information about the short
listed software products for the City. This report will outline the strengths and limitations of the
Short List solutions, initial costs, as well as include an analysis of the recommended solution's
fit/gap with the City's key requirements. The Permitting/Inspection modules will be assessed as
a single integrated system and/or a stand-alone Permitting system.
6. SoftResources will present the recommended Short list Report on location In Dublin and
answer any questions regarding both the selected and eliminated software solutions and
applications that were considered in the research portion of this project.
Deliverable: Short List Reoort - includes a comparison of approximately three recommended Short
List finalists:
a Short List Report.
a Short List Comparison Chart.
a Mind Maps (Graphical representations of how the software products compare).
a Information on the Short List vendors and/or Value Added Resellers (VARs).
a Initial Cost Estimates for Software License, Implementation, and Maintenance.
Phase 3 - Software Demos - Integrated Systems (Includes Permits)
Tlmellne - 4 to 6 weeks
Based on the requirements interviews and our analysis of the Short List software vendors, SoftResources
will create a customized Demo Script and Request for Demo (RFD) Letter that will be finalized by the City.
The City will deliver the Demo Script and RFD letter to the short listed vendors for use in their demos.
SoftResources will coach the City via telephone through the set up of the demonstrations and will attend
and facilitate the demos on location in Dublin.
Specifically, SoftResources will:
1. Create a custom Software Demo Script and RFD letter using the information gathered in the
Initial requirements interviews and during the vendor discussions. The City will review, finali2e,
insert any business case scenarios desired, and send to the short listed vendors. The Demo Script
contains more detailed information of the City's requirements and is a valuable tool for the demo
attendees to compare on an equal basis how the software vendors will handle the City's
requirements.
2. Coach the City via telephone through the set up of software demonstrations and assist with
making sure each vendor has the information needed to properly demo their product. We
recommend that our clients allow at least two weeks for the software vendors to prepare for the
demos.
Exhillit A ScoP<o ot Work I Schedule
Page 3
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3. Attend the software demos on location in Dublin to help facilitate and moderate the demos,
facilitate discussion, and conduct follow up evaluation meetings, with attendees.
4. Attend the Demo Wrap Up meeting with the demo attendees and the project team to discuss the
results of the demos and talk about next steps in the evaluation process.
Deliverable A; Draft Demo Scriot and RFD Letter
Deliverable B: Software Demo Feedback Document
Phase 4 - Final Decision
Timellne - 2 to 4 weeks
SoftResources will advise the City through the final due diligence and decision making process for up to
40 hours. This Includes advising the City on planning user visits! possible headquarters visits, and other
information gathering processes as well as facilitating the decision making process. Actual attendance at
the user VisitS (either by phone or on location) and/or headquarters visits is optional and billed on a Time
& Materials basis.
SpeCifically SoftResources will:
1. Provide Final Decision and Due Diligence coaching via telephone.
2. Work with the vendors to answer their questions and to do follow up work.
3. (OPTIONAL) Participate in any user reference calls/visits or headquarters calls/visits. (Billed on a
Time & Materials basis.)
Phase 5 - Contract Negotiation
Timeline - 3 to 6 weeks
Contract Review and Negotiations is a very important and often overlooked component of the selection
process. The City will probably have three contracts to negotiate: 1) Software Ucense, 2) Software
Maintenance, and 3) Implementation Services. SoftResources has extensive experience in evaluating and
negotiating software and related services contracts. We understand the business issues, implications, and
subtleties of contract terms and conditions, pricing, payment terms, and challenges of implementing
software, which needs to be considered in the contract negotiating strategy and language.
SoftResources will act in an advisory role to assist the City through the contract negotiation process.
However, SoftResources is not a law firm, so the City will need to have itS legal counsel review the final
contracts. Because our business and technical expertise complements the attornets legal expertise we
often work closely with them as part of the negotiations team. Contract Review and Negotiation services
are billed on a Time &. Materials basis but a written review is typically in the $3,000 to $5,000 range, but
could be higher if the City elects to use SoftResources for more detailed negotiation.
The City may elect to use SoftResources for any or all of the following services:
1. Discuss contract negotiation strategies based on SoftResources' extensive experience negotiating
software license, maintenance, support, and implementation services contracts.
Exlllbit /\ Scope of Work I Schedule
Page 4
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2. Review and evaluate the final selected vendor's contracts and discuss via conference call. This
includes pointing out issues with the terms and conditions, discussing the potential risks, and
providing input on pricing, fees, and statement of work (SOW).
3. Prepare a detailed contract evaluation document with identification of contract issues including
clauses which need to be modified, added, or deleted before signing the contract (typically 20-50
issues are raised). Discuss the contract evaluation document via conference call.
4. Participate with the City in contract negotiations with the final selected vendor.
5. Participate with the City's legal counsel in contract negotiations with the final selected vendor.
Deliverables: Deoends on the services that the City requests.
Contingency Option - Specialty Permit I Inspection Vendor
If the City elects to conduct separate software demonstrations and select a stand-alone permitting
software product, then SoftResources at the City's direction would include the following additional
services:
1. Conduct up to two l-Day demos on site in Dublin with a day for follow up and decision
meetings after the Permitting Software Demo. This will be developed based on the tasks
identified in Phase 3 above, however, limited to Permits and Inspections modules.
2. Work with the City to review a separate contract for Permitting software on a Time & Materials
basis. ($200/hour and typically $3,000 - $5,000). SoftResources estimate $5,000 for this
contract review. This will be developed based on the tasks Identified in Phase 5 above,
however, limited to Permits and Inspections modules.
Exhibit A Scope of Work I Sctledule
Page 5
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em~- SoftResources City of Dublin Project - Cost Proposal 1-16-07
Work Performed bV Phase
omponen se ro] on rocess
for enterprise wide software selection including
Accounting and permits)
Phase 1 . Requirements Analysis &. RFP
Requirements Review PreparatIon & Interview Setup
Requirements Interviews (3 Days on-site)
Differentiating Criteria (Key Requirements Document)
Draft Software RFP Development
Summary Observations & Budget EstImate Report
Phase 2 . RFP Analysis
RFP Review & Software Vendor Analysis
Recommended Short list Report Prep and PresentatiOn
Phase 3 . Software Demos
Create Demo Script
Demo Setup Coaching
Software Demo Attendance & Wrap Up (Assume 3 2~ay
Demos + 1 Day Wrap Up & Decision Meeting)
Phase 4 - Final Decision
Final Decision and Due Diligence Coaching
Phase 5 - Contract Negotiations
Contract Review & Negotiations (Billed at $200/hour and
typically $3,000 - $5,000) THIS IS AN ESTIMATE
Project
Manager COnsultant Total Hours
HoUrly Rate $185 $165
Total Hours
Total Hours
Total Hours
Total Hours
Billed at
$200/hour
TOTAL BASE PROJECT COMPONENT - Professional Services
Total Hours
mponent #2 - CO ngency n - tan -
Alone Permit/Inspection (The need for this
component will depend on the outcome of phase 1
3 above 8S determined by the City.)
Software Demo Attendance & Wrap Up (Assume two 1.
day Demos + 1 Day Wrap Up & DecIsion Meeting)
Contract Review & NegOtiations (Billed at $200/hour and
typically $3,000 - $5,000) THIS IS AN ESTIMATE
4
30
12
16
12
74
60
16
76
16
8
56
80
24
24
25
25
279
4
30
24
24
12
94
60
24
84
28
8
o
36
16
16
o
o
Allowance for Expenses Billed at Cost + 2.5%
230
selection Fixed Fees &. Estimated Expenses
Billed at
$200/hour
CONTINGENCY omON TOTAL HOURS
24
25
49
o
o
Allowance for Expenses Billed at COst + 2.50/0
o
Total Fees
8
60
36
40
24
$1,400
$10,500
$6,180
$6,920
$4,200
$29,200
168
120
40
$21,000
$6,920
$27,920
160
44
16
56
116
$7,580
$2,800
$10,360
$20,740
40
$7,080
$7,080
40
25
$5,000
$5,000
2S
509
$89,940
$6,250
$96,190
24
$4,440
25
$5,000
49
$9,440
$1,370
COmponent #2 - Contingency Option Fixed Fees &. Estimated Expenses
$10,810
$107 ,000
GRAND TOTAL FOR AGREEMENT