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HomeMy WebLinkAboutItem 4.05 Acctg & Build Permit Systems CITY CLERK File # D~[Q][Q]-[3][QJ AGENDA STATEMENT CITY COUNCIL MEETING DATE: January 16, 2007 SUBJECT: Authorization For City Manager To Execute An Agreement With SoftResources LLC For System Procurement Services (Accounting & Building Permit Systems) Report Prepared by Paul S. Rankin, Administrative Services Director and Jeri Ram, Community Development Director ATTACHMENTS: 1) ~es~ion. RECOMMENDATION:~ (" ~~taffrecommends that the City Council approve the Resolution, . which authorizes the City~anager to sign a consulting agreement with SoftResources, LLC for a total cost not to exceed $107,000. FINANCIAL STATEMENT: There are sufficient funds in the Fiscal Year 2006/2007 Capital Improvement Program appropriation for Project 93200 Building Permit System ($27,000) and Project 93191 Accounting System ($80,000). DESCRIPTION: This City Council identified the following two projects as high priority objectives for Fiscal Year 2006-2007: 1) Evaluate Replacement of City Accounting System and 2) Implement Real Time Building Inspection System. A new or upgraded system is a long term decision, since the system is expected to be in place for a minimum of 5 - 10 years. Both of these projects involve a detailed analysis of defining needs from a system and then soliciting Request For Proposals (RFP) from qualified vendors, followed by a selection process to identify the best solution. Although these projects have been labeled as "Accounting" and "Building Permits", the full array of system needs will be considered. For example, there are some processes such as Human Resources, Budget, etc that may not be considered as an accounting function. In the area of permits the City has multiple types that are issued (i.e. Fire Permits; Taxi Permits; Waste Hauler Permits; Encroachment Permits; etc.). The City could benefit from considering software solutions that are capable of addressing similar functions. In October, 2006 Staff solicited proposals from seven firms which provide independent system selection services. The initial focus was on the Accounting System Project. A modification was made to also request proposals for assistance with the Permit System. By the deadline of November 27,2006 five firms responded to the City with proposals. The proposals from all of the firms were reviewed by Staff from Administrative Services and Community Development. Three finalist firms were invited to make a presentation to Staff. COpy TO: ITEM NO. 4.5 Page 1 of3 ('I L/ The interview Committee found that all three firms had experience with this type of project and provided responsive proposals for assisting with the selection process for both the Accounting System and the Permit System. Further it became apparent that there was an alternative approach available involving a single software RFP for all of the modules. Flexibility could be built in to allow for current vendors to participate. Specialty Permit & Inspection software vendors would be invited to submit a proposal only for those functions, or to partner with a financial system provider. The following is a matrix of the three finalist cost proposals utilizing a single RFP process: FIRMS SELECTED AS FINALISTS T $92,490 $99,705 $107,000 Schafer Consultin ClientFirst Consultin SoftResources The Staff Committee recommended to the City Manager that SoftResources, LLC be selected to conduct the Accounting System and Permit / Inspection System selection process. The firm has extensive experience in providing similar services to other government agencies. In California they have recently provided similar full scale services for the cities of San Carlos and Moreno Valley. The work performed there as well as at other government clients was rated very highly during the reference checking process. They have also performed more limited engagements for the Town of Danville and City of Brentwood. SoftResources did an exceptional job of communicating to Staff from both Departments how the firm would obtain and prioritize information gathered. They also demonstrated an ability to present complex information in a user friendly format. SoftResources placed an emphasis on gathering information during the system RFP review stage to allow for the best comparison of systems. The Consultant's expertise with this analysis provides a focused level of detailed review, which would not otherwise be possible with City Staff time available. The firm operates as a vendor neutral consultant. Software selection is a primary focus oftheir business and the firm has been involved with over 500 software selection projects. The Base Project scope will consist of the following phases: . Phase 1 - Requirements Analysis / Summary Observations and Budget Estimate / Develop RFP . Phase 2 - Analysis of Request For Proposal Responses . Phase 3 - Coordinate Software Demonstrations - On-Site . Phase 4 - Final Selection Process and Reference Checking . Phase 5 - Negotiation Assistance The costs for this project have two key components; 1) Base Project; and 2) Contingent Scope. The Contingent Scope involves additional work solely related to the Permit and Inspection system. If the results of the RFP process determine further study of a specialty vendor for the permit elements is desirable, additional consultant time will be required. If the process identifies a single provider, the City will not incur the expenses associated with the contingent phase. Component #1 - BASE PROJECT (Combined RFP Process Accounting System & Permits) Professional Services 509 Hours Reimburseables (Est Cost plus 2.5%) Sub-total Base Project $ 89,940 6,250 $ 96,190* *Component #1 Funded Accounting CIP #93191 Permit CIP #93200 $80,000 $16,190 Page 2 of3 Component #2 - CONTINGENT SCOPE (On-Site Demonstrations and Negotiation With Separate Specialty Permit System Vendor) Professional Services 49 Hours $ 9,440 Reimburseables (Est Cost plus2.5%) 1,370 Sub-total Contingent Scope $ 10,810** **Component #2 Funded Permit CIP #93200 $10,810 GRAND TOTAL PROJECT AGREEMENT Professional Services 558 Hours Reimburseables (Est Cost plus2.5%) TOTAL PROJECT $ 99,380 7,620 $107,000*** ***Total Project Funded Accounting CIP #93191 Permit CIP #93200 $80,000 $27,000 RECOMMENDATION: Staff recommends that the City Council approve the Resolution, which authorizes the City Manager to sign a consulting agreement with SoftResources, LLC for a total cost not to exceed $107,000. Page 3 of3 \ %l.. \ RESOLUTION NO. xx - 07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* 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 time line 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: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk '-/,S I-/{.o- 07 2002.1 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 Assianment 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 3%2\ herein. 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 t4 tn'2' 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 properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly 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 furnish 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 S0b~\ 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' Compensation. 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, return receipt requested, has been given to the City. 4.2 Commercial General and Automobile Liabilitv 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. 1/73) 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. 12/90) 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 ~Db'2.1 4.2.3 Additional requirements. 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, return receipt requested, has been given to the City. 4.3 Professional Liabilitv 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 -, tsb L..' 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 tbe 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 coveraae. 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. Consulting Services Agreement between City of Dublin and SoftResources LLC January 16, 2007 Page 6 of 14 B 007-1 4.4.5 Deductibles and Self.lnsured 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 Coveraae. 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 Consultant 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 altematives 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, subcontractor, 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 q~~) 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 Governina Law. The laws of the State of California 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 \ 0 ~-z.., 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, bidder 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 entitled 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 \ \ Db "L.l 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 Assianment and Subcontractina. 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 1"L 002.' 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 under this Agreement for a minimum of three (3) years, or 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 California 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 PROVIStONS. 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 California in the County of Alameda or in the United States District Court for the Northern District of California. 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 \ ~ ~"'2..\ 10.5 Successors and Assians. 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 Government 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 Government 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 Government Code 91090 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 \ L.\ Dt; 2. \ 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 report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design 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 Richard C. Ambrose, City Manager Elaine Watson, Principal Attest: City Clerk Approved as to Form: City Attorney Consulting Services Agreement between City of Dublin and SoftResources LLC January 16, 2007 Page 13 of 14 \ s- 00 L..\ EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between City of Dublin and SoftResources LLC January 16, 2007 Page 14 of 14 \ La ~21 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., I 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. RFP ! Assessment Page 1 SOf H'!.,~~'!.'.~.~.~ \l~~\ 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 an 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: System Observations Summarv Reoort - 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 City of Dublin and that should be made aware of the RFP. RFP .: As~;essrnent Page 2 So R~~.?'I!.~9.f!.~ \'3 eo"2..\ 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 Report - includes a comparison of approximately three recommended Short List finalists: · Short List Report. · Short List Comparison Chart. · Mind Maps (Graphical representations of how the software products compare). · Information on the Short List vendors and/or Value Added Resellers (VARs). · Initial Cost Estimates for Software License, Implementation, and Maintenance. Phase 3 - Software Demos - Integrated Systems (Includes Permits) Timeline - 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, finalize, 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. RFP ! Assessment PaGe 3 SOf R~~.?',!.~~.f(.~ \q ttc2.J 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 ScriDt and RFD Letter Deliverable B: Software Demo Feedback Document Phase 4 - Final Decision Timeline - 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 License, 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 attorney's 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. RFP ; Assessn ,ent Page "1 \a(, Soft_ H~,7.?I!.~~cf!,~ ZD ~2\ 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: Depends on the services that the City requests. Contingency Option - Specialty Permit I Inspection Vendor If the City elects to cOlJduct 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 i-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. ($200jhour 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. RFP ! Assessment Pag" 5 Soft R ~~.~~.~~,~,~ -z. \ ~'2..' Exhibit B - SoftResources City of Dublin Project - Cost Proposal 16-07 Project Work Performed by Phase Manager Consultant Total Hours Total Fees Hourly Rate $185 $165 ,-omponent #1 - Base proJect (Selection Process for enterprise wide software selection including Accounting and Permits) Phase 1 - Requirements Analysis & RFP Requirements Review Preparation & Interview Setup 4 4 8 $1,400 Requirements Interviews (3 Days on-site) 30 30 60 $10,500 Differentiating Criteria (Key Requirements Document) 12 24 36 $6,180 Draft Software RFP Development 16 24 40 $6,920 Summary Observations & Budget Estimate Report 12 12 24 $4,200 Total Hours 74 94 168 $29,200 Phase 2 - RFP Analysis RFP Review & Software Vendor Analysis 60 60 120 $21,000 Recommended Short List Report Prep and Presentation 16 24 40 $6,920 Total Hours 76 84 160 $27,920 Phase 3 - Software Demos Create Demo Script 16 28 44 $7,580 Demo Setup Coaching 8 8 16 $2,800 Software Demo Attendance & Wrap Up (Assume 3 2-day Demos + 1 Day Wrap Up & Decision Meeting) 56 0 56 $10,360 Total Hours 80 36 116 $20,740 Phase 4 - Final Decision Final Decision and Due Diligence Coaching 24 16 40 $7,080 Total Hours 24 16 40 $7,080 Phase 5 - Contract Negotiations Contract Review & Negotiations (Billed at $200jhour and Billed at typically $3,000 - $5,000) THIS IS AN ESTIMATE $200jhour 25 0 25 $5,000 Total Hours 25 0 25 $5,000 TOTAL BASE PROJECT COMPONENT - Professional SelVices 279 230 509 $89,940 Allowance for Expenses Billed at Cost + 2.5% $6,250 Selection Fixed Fees & Estimated Expenses $96,190 Component #2 - Contingency Option - Stand- Alone Permit/Inspection (The need for this component will depend on the outcome of phase 1 3 above as determined by the City.) Software Demo Attendance & Wrap Up (Assume two 1- day Demos + 1 Day Wrap Up & Decision Meeting) 24 0 24 $4,440 Contract Review & Negotiations (Billed at $200jhour and Billed at typically $3,000 - $5,000) THIS IS AN ESTIMATE $200jhour 25 0 25 $5,000 CONTINGENCY OPTION TOTAL HOURS 49 0 49 $9,440 Allowance for Expenses Billed at Cost + 2.5% $1,370 Component #2 - Contingency Option Fixed Fees & Estimated Expenses $10,810 GRAND TOTAL FOR AGREEMENT $107,000