HomeMy Public PortalAboutAgreement_2015-06-01_Soft ResourcesAGREEMENT COVER SHEET
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Type of Contract
[:]Consultant Services V Professional Services ❑ Public Works
[:]Other:
Meeting Date of Approval (Only If Applicable)
Date
Contact Information
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Beginning Date
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Contract Completion Date
Contract Reviewed By
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❑ No Changes to the Template
❑ Administrative Services Director ❑ Other:
Insurance
❑ Additional Insured Endorsement ❑ Cancellation Provision
❑ General/Auto/Workman Comp.
Expiration Date: Notes:
Date
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
SOFT RESOURCES, LLC
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
SOFT RESOURCES, LLC
This Agreement for Services ("Agreement") is entered into as of this first day of
June, 2015 by and between the City of Temple City, a municipal corporation ("City') and
Soft Resources, a Limited Liability Corporation, ("Service Provider"). City and Service
Provider are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties."
RECITALS
A. City has sought, by a request for proposal the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of a proposal for the performance of
the services defined and described particularly in Section 2 of this Agreement, was
selected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to
enter into this Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained here and other consideration, the value and adequacy of
which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the term of this Agreement is effective as of June 1, 2015, and shall remain
in full force and effect until June 30, 2016.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to the
schedule specified in Exhibit "A." Should the Services not be completed pursuant to that
schedule, the Service Provider shall be deemed to be in Default of this Agreement. The
City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation" or Section 28 "Amendment' of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of
this Agreement by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed Twenty Four Thousand Five Hundred dollars
($24,500), unless additional compensation is approved in writing in accordance with
Section 26 "Administration and Implementation" or Section 28 "Amendment' of this
Agreement..
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub -category), travel, materials,
equipment, supplies, and sub -Service Provider contracts. Sub -Service Provider charges
shall be detailed by the following categories: labor, travel, materials, equipment and
supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment
of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum),
the labor category in each invoice shall include detailed descriptions of task performed
and the amount of time incurred for or allocated to that task. City shall independently
review each invoice submitted by the Service Provider to determine whether the work
performed and expenses incurred are in compliance with the provisions of this
Agreement. In the event that no charges or expenses are disputed, the invoice shall be
approved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City
to Service Provider for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause Service
Provider to be paid within forty-five (45) days of receipt of Service Provider's correct and
undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement
shall not be deemed to waive any defects in work performed by Service Provider.
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SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Provider's work by City shall not constitute a waiver of any
of the provisions of this Agreement including, but not limited to, Section 16
"Indemnification" and Section 17 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or otherwise
disposed of by City without the permission of the Service Provider. Upon completion,
expiration or termination of this Agreement, Service Provider shall turn over to City all
such original maps, models, designs, drawings, photographs, studies, surveys, reports,
data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of
this Agreement shall not extend to such use of the maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
Notwithstanding the above, Service Provider maintains ownership of any tools,
forms, templates, etc. that Service Provider has developed independently of this
engagement and that the Service Provider uses for many clients.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work, services,
expenditures and disbursements charged to City pursuant to this Agreement. Any and
all such documents or records shall be maintained in accordance with generally accepted
accounting principles and shall be sufficiently complete and detailed so as to permit an
accurate evaluation of the services provided by Service Provider pursuant to this
Agreement. Any and all such documents or records shall be maintained for three (3)
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years from the date of execution of this Agreement and to the extent required by laws
relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies of
such documents or records shall be provided directly to the City for inspection, audit and
copying when it is practical to do so; otherwise, unless an alternative is mutually agreed
upon, such documents and records shall be made available at Service Provider's address
indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors -in -interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in writing
by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of Service
Provider's officers, employees, or agents except as set forth in this Agreement. Service
Provider shall not at any time or in any manner represent that Service Provider or any of
Service Provider's officers, employees, or agents are in any manner officials, officers,
employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers, employees
or agents, shall obtain any rights to retirement, health care or any other benefits which
may otherwise accrue to City's employees. Service Provider expressly waives any claim
Service Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications, experience
and facilities necessary to properly perform the Services required under this Agreement
in a thorough, competent and professional manner. Service Provider shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all
Services. In meeting its obligations under this Agreement, Service Provider shall employ,
at a minimum, generally accepted standards and practices utilized by persons engaged
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in providing services similar to the Services required of Service Provider under this
Agreement. In addition to the general standards of performance set forth this section,
additional specific standards of performance and performance criteria may be set forth in
Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under
this Agreement. Where there is a conflict between a general and a specific standard of
performance or performance criteria, the specific standard or criteria shall prevail over the
general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this Agreement.
Neither City, nor any elected or appointed boards, officers, officials, employees or agents
of City, shall be liable, at law or in equity, as a result of any failure of Service Provider to
comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing wage
laws do not apply to this Agreement because the Agreement does not involve any of the
following services subject to prevailing wage rates pursuant to the California Labor Code
or regulations promulgated thereunder: Construction, alteration, demolition, installation,
or repair work performed on public buildings, facilities, streets or sewers done under
contract and paid for in whole or in part out of public funds. In this context, "construction"
includes work performed during the design and preconstruction phases of construction
including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap,
medical condition or marital status in connection with or related to the performance of this
Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seg., as amended,
and in connection therewith, shall not employ unauthorized aliens as defined therein.
Should Service Provider so employ such unauthorized aliens for the performance of the
Services, and should the any liability or sanctions be imposed against City for such use
of unauthorized aliens, Service Provider hereby agrees to and shall reimburse City for the
cost of all such liabilities or sanctions imposed, together with any and all costs, including
attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
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(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that in the performance
of this Agreement, no person having any such interest shall be employed by it as an
officer, employee, agent or subcontractor without the express written consent of the City
Manager. Service Provider agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of this
Agreement.
(b) City understands and acknowledges that Service Provider is, as of the date
of execution of this Agreement, independently involved in the performance of non -related
services for other governmental agencies and private parties. Service Provider is
unaware of any stated position of City relative to such projects. Any future position of City
on such projects shall not be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Service Provider will, perform non -
related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such information
is in the public domain or already known to Service Provider. Service Provider shall not
release or disclose any such information or work product to persons or entities other than
City without prior written authorization from the City Manager, except as may be required
by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order or
subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this Agreement,
then City shall have the right to reimbursement and indemnity from Service Provider for
any damages, costs and fees, including attorneys fees, caused by or incurred as a result
of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider , its
officers, employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party regarding
this Agreement and the work performed thereunder. City retains the right, but has no
obligation, to represent Service Provider or be present at any deposition, hearing or
similar proceeding. Service Provider agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests provided by
Service Provider. However, this right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorneys fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or
wrongful act, error or omission of Service Provider, or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers, agents, employees
or sub -contractors of Service Provider, in the performance of professional services under
this Agreement. Notwithstanding the above, for Professional Liability only (Errors and
Omissions for the written report and verbal counsel provided by Service Provider) total
liability will be limited to the amount of professional liability insurance ($1 Million) for this
engagement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for claims,
suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorneys fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, the performance of this Agreement by Service
Provider or by any individual or entity for which Service Provider is legally liable, including
but not limited to officers, agents, employees or sub -contractors of Service Provider.
(c) Indemnification from Sub -Service Providers. Service Provider agrees to
obtain executed indemnity agreements with provisions identical to those set forth in this
section from each and every sub -Service Provider or any other person or entity involved
by, for, with or on behalf of Service Provider in the performance of this Agreement naming
the Indemnified Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider agrees
to be fully responsible according to the terms of this section. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend
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City as set forth herein is binding on the successors, assigns or heirs of Service Provider
and shall survive the termination of this Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design
professional to claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the design professional. The
term "design professional," as defined in Section 2782.8, is limited to licensed architects,
licensed landscape architects, registered professional engineers, professional land
surveyors, and the business entities that offer such services in accordance with the
applicable provisions of the California Business and Professions Code.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of City
or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made
a part of this Agreement. All insurance policies shall be subject to approval by City as to
form and content. These requirements are subject to amendment or waiver if so approved
in writing by the City Manager. Service Provider agrees to provide City with copies of
required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider under
this Agreement. In recognition of that interest, Service Provider shall not assign or
transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all remedies
at law or in equity, including termination of this Agreement pursuant to Section 20
"Termination of Agreement." City acknowledges, however, that Service Provider, in the
performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff and
sub -contractors, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 20. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event such
notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time upon
thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation under
this Agreement, then, in addition to any other remedies, either Service Provider, or City
may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
4*441Wil wiil a]=1I-110III I
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on
the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or
all of the outstanding invoices during the period of default. If Service Provider does not
cure the default, the City may take necessary steps to terminate this Agreement under
Section 20 "Termination of Agreement." Any failure on the part of the City to give notice
of the Service Provider's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement.
4 *0110 2f �'� �'Ld�b�c1-3 11114 11 4 A_\'6J
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God, acts
of the public enemy, acts of federal, state or local governments, acts of City, court orders,
fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term
and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the Services
shall be furnished to Service Provider in every reasonable way to facilitate, without undue
delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: Spencer Arnesen
11411 NE 124th Street, Suite 270
Kirkland, WA 98034-4341
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 25. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or
her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 28 "Amendment" and the City Manager's
contracting authority under the Temple City Municipal Code.
SECTION 27. BINDING EFFECT
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total compensation
under this Agreement, as amended, would not exceed the City Manager's contracting
authority under the Temple City Municipal Code. All other amendments shall be approved
by the City Council. The Parties agree that the requirement for written modifications
cannot be waived and that any attempted waiver shall be void.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver
by any Party of any breach of the provisions of this Agreement shall not constitute a
waiver of any other provision nor a waiver of any subsequent breach or violation of any
provision of this Agreement. Acceptance by City of any work or services by Service
Provider shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Los Angeles, California. In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Los Angeles.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether oral
or written, or entered into between Service Provider and City prior to the execution of this
Agreement. No statements, representations orother agreements, whether oral orwritten,
made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by reference
into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date and year first -above written.
ATTEST:
CITY OF TEMPLE CITY
2�
Bryan Cook, City Manager
APPROVED AS TO
Aemn't<'�t-
Pegg^6o, City Clerk Eric S4KV, City Attorney
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Consultant:
By: By:
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Its: Its:
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
13-
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF-19AHIF"t"Mf4 WGSL1,nc)kotn )
COUNTY OF•t66-A?16E KvA9
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On I, AP 2015, before me, K ca!
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personally appeared �!62 �) �11f ✓\lf_
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
Notary public his/her/their signature(s) on the instrument the person(s), or the
State of Washington entity upon behalf of which the person(s) acted, executed the
RICARDO GOMEZ instrument.
My AppoinlmeM Expires Apr 8, 2018 1 certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
WITNESS y hand nd official seal.
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual
Corporate Officer
Title(s)
Title or Type of Document
Partner(s) Limited
General
Attorney -In -Fact
Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
A. Phase 1 — Requirement Analysis
1. Project Initiation Meeting
2. Review of City Documents
3. Interview Staff Regarding Requirements
4. Prepare Key Requirements Document
B. Phase 2 — Prepare and Present Needs Assessment Report
1. Analyze and Prepare Needs Assessment Report
a. Conduct functional analysis including fit/gap analysis of the latest
version of EdgeSoft eLMS software as compared to the City's key
requirements (see above).
b. Review the City's current EdgeSoft software license contract to identify
whether there are any compliance issues.
c. Identify the key advantages and disadvantages of remaining with
EdgeSoft versus selecting and implementing a new land management and
permit software solution.
d. Compile the results of the research and analysis and prepare a written
land management and permit software needs assessment repot.
2. Present the Needs Assessment Report
C. Optional Phase 3 — Request for Proposal (the following optional task may be
approved at the discretion of the City).
Prepare an RFP for the purchase, installation and implementation of new land
management and permitting software.
II. As part of the Services, Service Provider will prepare and deliver the following
tangible work products to the City:
A. Phase 1 — Requirement Analysis
1. Project Status Updates
2. Interview Schedule and Interview Memo
3. On -Site Requirement Interview Workshops
4. Key Requirements Document
B. Phase 2 — Prepare and Present Needs Assessment Report
1. Land Management and Permit Software Needs Assessment Report
C. Optional Phase 3 — Request for Proposal
1. Request for Proposal for Land Management and Permitting Software
EXHIBIT "B"
COMPENSATION
I. Service Provider may utilize subcontractors as indicated in this Agreement. The
hourly rate for any subcontractor is not to exceed the amounts above without
written authorization from the City Manager or his designee.
II. The total compensation for the Services shall not exceed $ 24,500 ($20,000 for
the Assessment and $4,500 for the optional request for proposal), as provided in
Section 4 "Compensation and Method of Payment' of this Agreement.
B-3
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the Services by Service Provider, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
Service Provider shall provide the following scope and limits of insurance:
Minimum Scope of Insurance. Coverage shall be at least as broad
as:
(1) Commercial General Liability. Insurance Services Office form
Commercial General Liability coverage (Occurrence Form CG 0001).
(2) Automobile. Insurance Services Office form number CA 0001
(Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement
CA 0025, or equivalent forms subject to the written approval of the City.
(3) Workers' Compensation. Workers' Compensation insurance
as required by the Labor Code of State of California covering all persons providing
Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
(4) Professional Liability. Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written on a
"claims made" basis, and must include coverage for contractual liability. The professional
liability insurance required by this Agreement must be endorsed to be applicable to claims
based upon, arising out of or related to Services performed under this Agreement. The
insurance must be maintained for at least three (3) consecutive years following the
completion of Service Provider's services or the termination of this Agreement. During
this additional three (3) year period, Service Provider shall annually and upon request of
the City submit written evidence of this continuous coverage.
2. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1,000,000 general aggregate
for bodily injury, personal injury and property damage.
(2) Automobile. $1,000,000 per accident for bodily injury and
property damage. A combined single limit policy with aggregate limits in an amount of
C-1
not less than $2,000,000 shall be considered equivalent to the said required minimum
limits set forth above.
(3) Workers' Compensation. Workers' Compensation as required
by the Labor Code of the State of California of not less than $1,000,000 per occurrence.
(4) Professional Liability. $1,000,000 per occurrence.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Policies. Each insurance policy required by this Agreement shall
be endorsed and state the coverage shall not be suspended, voided, cancelled by the
insurer or either Party to this Agreement, reduced in coverage or in limits except after 30
days' prior written notice by certified mail, return receipt requested, has been given to
City.
Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by Service
Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The
coverage shall contain no special limitations on the scope of protection afforded to City,
and their respective elected and appointed officers, officials, or employees.
(2) Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by City,
and its respective elected and appointed officers, officials, employees or volunteers, shall
apply in excess of, and not contribute with, Service Provider's insurance.
(3) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
(4) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees or
volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
C-2
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City may
require that Service Provider furnish City with copies of original endorsements effecting
coverage required by this Exhibit "C". The certificates and endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. City reserves the
right to inspect complete, certified copies of all required insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
C-3
%%i��
So ft .�
Resources
software selection
Revised Scope of Work and Fee Proposal
Preparation of a Needs Assessment Study and
Management of the Solicitation Process for a Land
Management and Permitting System
,
City of Temple City, California
May 27, 2015
SoftResources LLC
11411 NE 124`h Street, Suite 270
Kirkland, WA 98034-4341
Contact: Spencer Arnesen, CPA, Principal
Phone: 425.216.4030
Email: sarnesen@softresources.com
Soft f,
y?esources
May 27, 2015
Scott Reimers, Planning Manager
City of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
Dear Mr. Reimers:
11411 NE 124`' Street, Suite 270
Kirkland, WA 98034-4341
425.216.4030 www.softresources.corn
SoftResources is pleased to present this revised proposal to the City of Temple City, California (City) for
preparation of a Needs and System Assessment for Land Management and Permitting Software.
We have recently conducted a number of similar projects for the assessment and selection of Land
Management and Permitting systems, and are familiar with the vendors that the City should consider in
this space. These projects include the City of Pasadena, CA; City of Temecula, CA; City of Bellingham,
WA; City of San Mateo, CA, and City of Shoreline, WA. All of whom are replacing their legacy permitting
systems with new solutions to leverage advances in technology and GIS integration. This experience will
enable us to hit the ground running and be efficient in our evaluation. Please consider the following
benefits SoftResources offers.
➢ Leverage recent experience evaluating Land Management and Permitting solutions.
➢ Provide seasoned consultants with strong municipal government experience and who are expert in
guiding organizations through assessments and selections.
➢ Follow a time -tested methodology that will allow the City to gather the information needed to make
sound decisions.
Please note that this revised proposal reflects the change in scope as discussed with Scott Reimers and
the $20K budget limitation. If the City decides to move to procurement of a new Land Management and
Permit solution, SoftResources can assist with development of the RFP, and the selection process as
outlined in our original proposal.
Spencer Arnesen, Principal of SoftResources, will be the primary contact for this revised proposal and
can answer any questions the City may have.
Sincerely,
Spencer Arnesen, CPA, Principal
SoftResources LLC
'sR sgyr"s www.softresources.com I Page 2
City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
and Management of the Solicitation Process for LMS
2. Revised Scope of Work
Following is SoftResources' revised Scope of Work to conduct a Land Management and Permit Software
Assessment of Edgesoft —eLMS currently used by the City. It is our understanding that the City would
like the scope of work to include:
• Conduct on-site interviews with City personnel to gather key requirements needed in land
management and permitting software.
• Conduct an assessment of Edgesoft — eLMS for fit to the City's requirements
• Review the City s Edgesoft contract for compliance
• Provide the City with a written report highlighting our findings and recommendations.
The table below highlights the City's current LMS and Permitting environment:
Software
Functional
Edgesoft Inc. — eLMS vs. 4.1.2
(hosted on a server operated and managed by the
City of Burbank)
Assign and track planning cases
County of LA Building Systems
Issue building permits
HdL vs. 4.24.6
Manage code compliance cases and issue
business licenses and animal licenses
Data Ticket Inc.'s Citation Management System
Manage and issue parking citations
To meet the City's budget of $20,000, SoftResources is proposing the following scope of work. If the City
decides to move forward with selection of a new software solution, SoftResources can assist the City
through the software procurement process including development of the RFP, review of vendor
proposals, demo script development and facilitation, final decision activities, and contract
review/negotiation.
SoftResources recommends the following approach for the City's project. The Work Plan is organized by
phase along with associated tasks and deliverables. In order to move expeditiously forward with the
project, some tasks within different phases may be performed concurrently. Upon further discussion
and insight about this project, the City and SoftResources may agree upon changes to this Work Plan.
SoftResources will work with the City to set expectations for the project, kick off the project and conduct
requirements workshop interviews. Specifically SoftResources will perform the following:
Timeline Estimate: 4-5 weeks
1.1. Project Initiation. SoftResources' Project Manager will work with the City to finalize the Work Plan
and timeline. The following specific items will be addressed:
s,o SoftResources LLC
Resource, www.softresources.com I Page 3
City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
and Management of the Solicitation Process for LMS
a. Conduct Project Team introductions and collect contact information.
b. Coordinate with the City to initiate the project and review the contracted scope of work. We will
discuss business drivers and objectives, constraints, resource availability and schedule.
c. finalize the Work Plan and timeline.
d. Manage and update the Work Plan and provide regular status updates via email or teleconference
to the City based on milestones and deliverables.
1.2. City Documentation Review. In preparation for the on-site Requirements Interviews we ask that
the City provide us with any existing documents that will help orient us to the current environment (e.g.,
Strategic Plans, Commissioned Reports, Business Process Maps or Summary Documents, Organization
Charts, Systems Diagrams, Software Requirements).
1.3. Requirements Interview Workshops. SoftResources will send two consultants to conduct two (2)
days of on-site Requirements Interview Workshops to review the City's current environment, gain an
understanding of current processes, and gather the functional and technical requirements for
replacement or upgraded software as follows:
a. Work with the City to schedule the on-site Project Kick-off meeting, LMS/Permitting requirements
gathering workshops.
b. Identify City staff that will attend the Requirements Workshops. This should include staff
knowledgeable about the systems and relationship with The County of LA and the City of Burbank.
c. Create an Interview Memo document that can be used to invite City personnel to the Workshop
sessions. The memo will include a list of questions for City staff to address in preparation for the on-
site discussions.
d. Send two consultants to conduct two (2) days of on-site Requirements Interview Workshops to
review the City's current environment, gain an understanding of current processes, and gather the
functional and technical requirements for LMS software. During the Workshops SoftResources will
review current practices, identify system requirements, and explore opportunities for process
improvement. We will also consider system integration requirements, user needs and department
objectives. SoftResources will also provide an overview of key system features available in today s
Land Management and Permitting applications.
e. As needed SoftResources will conduct follow up calls with various City personnel to address any
questions or required clarification regarding system requirements, and/or current business
processes.
1.4. Key Requirements Document. SoftResources will develop the Key LMS Requirements document
unique to the City as follows:
a. Using the information gathered from the preparation materials and on-site interviews,
SoftResources will develop the Key LMS Requirements document (150-300 requirements or 3-10
pages) unique to the City.
SoftResources LLC
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
and Management of the Solicitation Process for LMS
b. Both functional and technical requirements will be presented in an RFP -ready table format. Each
requirement is prioritized by the City as "Required", "Important", "Nice -to -have', or "Explore" in
order to support the assessment and vendor evaluation. The Key LMS Requirements will be used for
the Needs Assessment, and may be inserted into the City's RFP and used to evaluate the City's
software options if the City chooses to replace its current system.
c. Present the Key Requirements document to the City via conference call. This discussion will also
provide the opportunity to review the draft priority applied to the criteria and address any questions
City staff may have before a final version is approved.
Deliverables
• Project Status Updates
• Interview Schedule and Interview Memo
• On -Site Requirements Interview Workshops
• Key Requirements Document
City Responsibilities
• Coordinate with the SoftResources and schedule meetings as required to establish project goals,
objectives, and timelines.
• Coordinate with SoftResources and schedule project status meetings as required to establish project
goals, objectives, and timelines.
• Provide any existing documentation that would be useful to orient SoftResources prior to
requirements interviews.
• Schedule and notify City staff of expectations for Requirements Review Workshops. Attend the
Workshops according to the schedule determined by the City and SoftResources.
• Participate in the conference call for the presentation of the Key Requirements Document. Review
the Key Requirements Document and provide feedback.
Phase 2 — Needs Assessment Report
SoftResources will conduct analysis and prepare a Land Management and Permitting Needs Assessment
Report. Please note that due to the budget limitations of this project, the Needs Assessment Report will
be high-level in nature. Specifically SoftResources will perform the following:
Estimated Timeline: 2-3 Weeks
2.1. Analysis and Needs Assessment Report. Using information gathered during the Requirement
Analysis and SoftResources' experience we will conduct an assessment of the City's existing
LMS/Permitting system (EdgeSoft) and prepare a report as follows:
a. Conduct functional analysis including fit/gap of the latest version of EdgeSoft eLMS software as
compared to the City's Key Requirements. This will include detailed discussions with EdgeSoft
regarding how the latest version of eLMS fits the City's requirements.
SoftResources LLC
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
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b. Review the City's current EdgeSoft software license contract to identify whether there are any
compliance issues.
c. Identify the key advantages and disadvantages of remaining with EdgeSoft vs. selecting and
implementing a new Land Management and Permit software solution.
d. Compile the results of the research and analysis and prepare a written Land Management and
Permit Software Needs Assessment Report (10-15 pages). While the final contents of the report will
depend on the results of the requirements interviews and research performed, at this time we
expect the report to include:
✓ Key Requirements (RFP Ready)
✓ Fit/Gap Analysis of EdgeSoft eLMS as compared to the City's Key Requirements
✓ EdgeSoft Software License Contract Review and Comments
✓ Advantages/Disadvantages of EdgeSoft vs. implementing new software
✓ Recommendations and Next Steps
2.2. Report Presentation. SoftResources will present the Assessment Report to the City via conference
call and answer any questions the City may have.
Deliverable
Land Management and Permit Software Needs Assessment Report (10-15 pages)
City Responsibilities
• Review draft report and provide feedback.
• Review and approve the final report.
Optional Software Selection Services
The City may elect to engage SoftResources with any or all of the following optional services as funding
allows.
Optional Phase 3 — Request for Proposal
SoftResources will prepare a Request for Proposal (RFP) for LM and Permitting Software, insert the
approved Key Requirements document, and work with the City to ensure fiduciary requirements are
met. The City will issue the RFP and manage the RFP process.
Estimated Timeline: 2-4 Weeks (Can be concurrent with other tasks)
3.1. Prepare Request for Proposal. SoftResources will work with the City to prepare an RFP for the
purchase, installation, and implementation of new Land Management and Permitting software. We will
work with the City to ensure fiduciary requirements are met in the RFP document. The forms -based
focused RFP is designed to allow for effective evaluation of responses and the elimination of
SoftResources LLC
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
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inappropriate solutions. The City will review and approve the RFP. Key components of the RFP will
include:
✓ Information about the City
✓ Project Background and Objectives
✓ Functional and Technical Requirements Overview
✓ Vendor instructions and response requirements
✓ Evaluation Criteria (Key Requirements Document)
✓ City contract requirements
✓ Request for vendor contact, background and financial information
✓ 5 -Year Cost Estimate: Software License, Maintenance, Hosting, Implementation
✓ Request for Vendor Implementation Methodology
✓ Request for Vendor references
Deliverables
RFP for Land Management and Permitting Software
City Responsibilities
• Review the RFP draft. Provide inputs and final approval of the RFP.
Optional
SoftResources will assist the City with the RFP issuance and submittal process.
Estimated Timeline: 4 Weeks for Vendor Responses
4.1. Issue RFP. SoftResources will work with the City to set deadlines for the RFP bid submittal. The City
will issue the RFP and notify the Long List vendors of the opportunity and post public notifications.
SoftResources recommends that vendors be allowed at least 4 weeks to prepare their response.
4.2. Vendor Pre -Bid Meeting. SoftResources will assist the City in preparing for and facilitate a pre-bid
meeting via conference phone. In an effort to encourage as many vendors as possible to respond to the
RFP, we recommend that the City offer attendance via teleconference and that attendance at the
conference be optional. We will advise the City on best practices in providing a unified response
procedure to vendor questions and advise the City with response to vendor questions.
Deliverable
• Pre-bid Meeting participation
City Responsibilities
• Schedule and facilitate the Vendor Pre -Bid Meeting. Respond to vendor questions. Post Questions
and Answers on the City's Web Site or via email, etc.
SoftResources LLC
It
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
and Management of the Solicitation Process for LMS
Optional Phase 5 — RFP Response Evaluation
SoftResources will review all RFP responses and work with the City to make a Short List
Recommendation of approximately three (3) solutions. The evaluation criteria will be based on each
vendor's ability to meet the City's key requirements and any additional selection criteria that may be
required by the City. Specifically, SoftResources will perform the following:
Estimate Timeline: 4-6 weeks
5.1. Vendor Proposal Review. The City will receive the RFP responses and provide one hard copy and
one soft copy to SoftResources. SoftResources will perform a preliminary review of the RFPs and make a
determination as to which vendors should be elevated to the next step in the review process. We will
work with the City to review the list of vendors and the approach for the more detailed review of the
vendor responses. Key components of the initial vendor evaluation include:
✓ RFP Compliance
✓ Vendor Experience with Similar Entities
✓ Cost Estimates for Software, Implementation and Training
✓ Implementation Team
✓ City Specific Requirements
5.2. Vendor Analysis. Based on the preliminary review of the vendor responses we will continue to
evaluate the remaining vendor proposals through direct contact with the vendors to discuss theirfit to
the City's key functional and technical requirements. We will work with the City through this process to
ensure our analysis is in sync with City requirements and business objectives.
Direct vendor discussions include detailed phone conversations with vendor development and technical
personnel to validate and clarify the information provided by the vendors in their proposals. Vendor
viability, key requirements fit, costing and implementation assumptions are all discussed. These one-on-
one discussions with the vendors are the best way to mitigate the risk of inaccurate assumptions about
the requirements and the vendors' answers, and to gain added insight into the vendor's software,
culture and longevity.
5.3. Recommended Short List Report. SoftResources will work with the City to identify a recommended
Short List of approximately 3 vendor solutions that can be elevated to the next step in the evaluation
process. The City will review and make the final determination of the Short List vendors. We will compile
a Short List Report that contains the following documents:
a. Short List Vendor Comparison Chart — A Word document outlining in table format the strengths and
weaknesses and fit/gap of the Short List vendors in a side-by-side comparison against the City's key
functional and technical requirements. It also contains important information obtained through
direct vendor conversations. The Short List Vendor Comparison Chart is a valuable decision tool, and
will aid the City as it prepares for software demos and final decision.
b. Pricing Analysis —A review of the estimated cost over 5 years for each of the Short Listed vendors in
an equalized format.
\ SoftResources LLC
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
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c. Short List Recommendation Presentation — Prepare an executive -level PowerPoint document that
provides an overview of the project, identification of the Short List and a high level overview of each
of the vendors based on the information provided in their RFP as well as the additional information
gleaned from the additional due diligence with each of the vendors. We will answer any questions
the City may have regarding the vendor evaluation process. The City will make the determination of
the final Short List vendors.
Deliverables
• Short List Vendor Comparison Chart
• Short List Recommendation Presentation
City Responsibilities
• The City may participate in the vendor analysis if desired.
• Attend the Short List Presentation.
• Make the final determination of Short List vendors.
After the Short List has been approved, the vendors will continue to be evaluated through on-site
scripted software demonstrations. The City will be able to see how the software looks and feels, and
how the vendors software handles the City -specific unique requirements. Specifically, SoftResources
will perform the following:
Estimated Timeline: 6-8 weeks (2 Weeks for vendors to prepare)
6.1. Custom Software Demo Script. SoftResources will develop the Software Demo Script customized to
the City's needs and based on the information gathered through the requirements interviews plus
industry -specific knowledge. The Demo Script enables the City to see how the short listed vendors will
handle its critical needs, by module, for all modules included in the scope of the project.
6.2. Request for Demo Letter. SoftResources will customize a Request for Demo (RFD) Letter template
to invite vendors to participate in the software demonstration process. The letter includes logistics, City
contacts, expectations for the demo, date/time assignments, and other general instructions to help
them properly prepare for the demo.
6.3. Issue Demo Script and Schedule Demos. The City will approve and issue the final Demo Script and
RFD Letter to the Short Listed vendors. Because we are asking the vendors to prepare a detailed demo,
we recommend the City allow the vendors at least 2-4 weeks to prepare. The City will schedule the
software demos with the software vendors.
6.4. Pre -Demo Meetings. Pre -demo meetings should be held with each vendor to help them prepare to
successfully demonstrate their software. These meetings will provide City -specific information to the
software vendor and answer any questions the vendors may have regarding the project or the Demo
Script. These meetings can be set up via conference call or on-site. SoftResources will participate and
facilitate the pre -demo meetings via conference call.
\ SoftResources LLC
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
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6.5. On -Site Demo Facilitation. SoftResources will attend and facilitate the Short List vendors' software
demonstrations on-site in Pasadena. We will provide an orientation of the demo process to the City's
attendees and discuss the Software Demo Feedback document and Demo Score Sheet. The length of the
software demos will depend in part on the number of modules included in the scope of the project, but
we have planned for three 2 -day demos. The demos should be scheduled as close together as possible
for best analysis.
Demo attendees will take notes throughout the process, rate the demos using the Software Demo
Feedback document that SoftResources provides, and return them to SoftResources at the conclusion of
each demo section. At the end of each demo day SoftResources will hold a brief meeting with the City's
Project Team, address unanswered questions and discuss the next -day schedule.
6.6. Demo Wrap Up Meeting. SoftResources will compile feedback and ratings collected from attendees
throughout the demos and present it to the City's Project Team at the Demo Wrap Up Meeting. The
City's Project Team will make the final demo ranking of the Short Listed vendors.
The purpose of the Demo Wrap Up Meeting is to eliminate at least one of the three short listed vendors.
SoftResources will facilitate this meeting at the conclusion of all software demos on-site in Pasadena
with the City's Project Team and decision makers. We will discuss the demo feedback analysis and
facilitate discussion to rank the vendors with the purpose to eliminate the lowest ranked vendor. We
will answer questions, note follow up items and determine next steps.
Deliverables
• Custom Software Demo Script and Request for Demo Letter
• Demo Feedback Document
• Demo Wrap Up Meeting
City Responsibilities
• Review the Custom Demo Script Draft and provide inputs for finalization.
• Develop any process -specific scenarios for proof of concept with coaching by SoftResources.
• Modify the Request for Demo Letter based on the proposed demo schedule for each vendor.
• Issue the Demo Script and schedule the Demos with Short Listed vendors.
• Participate in the Pre -Demo meetings and answer vendor questions.
• Participate in the on-site software demos. Attendees will take notes and complete a vendor
evaluation for each vendor solution viewed.
• Project Team will meet at the conclusion of the Demos to make decisions regarding the finalist
vendor(s) and discuss next steps in the selection process.
Optional Phase 7 — Final Decision
SoftResources will provide consulting advice and tools to guide the City through the due diligence and
final decision activities with the finalist vendor(s). During this time, we will continue to manage vendor
questions and do follow up work. The City will make the final decision. Specifically, SoftResources will
perform the following:
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Estimated Timeline: 4-6 Weeks
7.1. Final Decision Consulting. SoftResources will advise the City throughout the decision process and
prepare for and facilitate the final decision meeting with the City Project Team via conference phone,
and lead a discussion regarding the strengths and weaknesses of the finalist vendors. We will advise the
team as they make the final scoring and ranking for the final decision. The final decision must be made
by the City, but SoftResources will support the City in this process. We will provide tools and templates
we have developed to facilitate the decision making process.
7.2. Follow Up Demos. Additional follow up demos may be necessary to gather details around key areas
of functionality that may have been difficult to evaluate in the limited time for the onsite demos.
SoftResources will work with the City Project Manager to set up the demos. These demos are typically
handled through a web demo process. SoftResources' direct participation with the demos (either by
phone or on location) is optional and billed on a time and materials basis because we do not know at
this time how many follow up demos will be required.
7.3. Vendor Reference Checks. Vendor reference checks are important because they allow the City to
learn from other organizations' experiences and enable you to see how other organizations are using
the software to improve business processes. SoftResources will provide templates of forms and vendor
questions the City can use to conduct reference checks provided by the software vendors. SoftResources
will also help the City facilitate the reference check meetings and site visits as needed. SoftResources'
direct participation with the user visits (either by phone or on location) is optional and billed on a time
and materials basis because we do not know at this time how many reference check calls/visits will be
required. The City will also coordinate on-site meetings with Vendors and/or client references in terms
of scheduling, and attendance by internal staff.
Deliverables
• Final Decision Tools and Templates
City Responsibilities
• Work with SoftResources to schedule the follow up demos and reference checks.
• Provide appropriate staff to participate in and evaluate all due -diligence activities and information
as a part of the final decision-making process.
• Conduct reference checks and vendor headquarter visits. All travel arrangements will be made by
the City as needed.
• The City will make the final decision.
Optional Phase 8 — Contract Negotiation
SoftResources can provide contract review and negotiation services to help the City negotiate a fair
contract with the selected vendor. The City will likely have 3 contracts to negotiate 1) Software License,
2) Software Maintenance, and 3) Implementation Services. If a hosted or Cloud vendor is selected, the
City will negotiate a Service Level Agreement (SLA). SoftResources has negotiated hundreds of software
contracts; we know the discounts and the terms and conditions that should be included in the contract
S. SoftResources LLC
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
and Management of the Solicitation Process for LMS
to protect the City's interests. Our philosophy is to negotiate a contract that is win-win for both parties
in order to develop a strong working relationship moving forward (billed on a Time and Materials basis).
Estimated Timeline: 3-4 Weeks from final decision approval
8.1. Contract Review. We review the software license, maintenance, and implementation services
contracts or SLA and suggest pricing issues, and contract clauses and protections that should be
negotiated in the contract. SoftResources will prepare a written Software Contract Review document of
key clauses that need to be negotiated, removed, changed and/or inserted into the contract. The City
will still need to have its legal counsel review the contract as SoftResources is not a law firm.
8.2. Statement of Work (SOW) Review. SoftResources recommends that the City negotiate the SOW
prior to signing the contract. This enables the City to negotiate the specific implementation services of
the contract. SoftResources will act in an advisory role to assist the City through the Statement of Work
(SOW) review. SoftResources will review the SOW proposed by the software vendor and provide verbal
and/or written recommendations.
8.3. Participate with the City in Direct Negotiation with the Vendor. SoftResources can participate in
the direct negotiation process with the City and the vendor. The services elected by the City will depend
on its own in-house resources and familiarity with software contracts. SoftResources will refine the
scope of the contract negotiations upon further discussion with the City. Please note that our staff are
not providing a legal review of the vendor's documents and recommend the City utilize the services of
its legal counsel to make a final review of the documents.
Deliverables
• Statement of Work Review Document
• Written Software Contract Document
City Responsibilities
• Work with SoftResources and the vendor to determine the final Statement of Work.
• Identify final strategy and review comments to discuss with the finalist vendor.
• Conduct direct negotiations with the vendor.
• Initiate legal review with City Attorneys.
• Negotiate and sign the contract with the final selected vendor.
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
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Timeline
The following is a high-level timeline estimate for the project. Please note this may be adjusted based on
specific circumstances of the City.
1— Requirements Analysis
2 — Needs Assess Report
3—Opt—RFP
4 —Opt — RFP Management
5 — Opt — RFP Response Eval
6 —Opt — Software Demos
7 — Opt — Final Decision
8—Opt—Contract Negot
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City of Temple City Revised Scope of Work for Preparation of Needs Assessment Study
and Management of the solicitation Process for LMS
7. Revised Proposed Fee
In order to meet the City's budget SoftResources has provided pricing by phase through the Needs
Assessment. Additional services have also been priced for the City's consideration, but may vary based
on additional insight to the project. SoftResources' hourly rates:
Personnel Hourly Rate
Principal/Director $175
Manager $150
The following table lists the fee estimates for the services outlined in this proposal. We are offering a
discount to the normal cost of our services to meet the City's budget for the project. Upon further
discussion with the City and SoftResources will refine the scope of work and pricing.
Additional Optional Services
The following are optional services that the City may select in a la carte manner. Note that these
estimates are subject to change after further discussion of the scope of work for the project. Travel
expenses will be billed as incurred.
DescriptionPhase
1
Requirements Analysis
$12,250
2
Needs Assessment Report
$8,450
5
Total Fixed Fees:
$20,700
6
Total Estimated Expenses:
$2,236
7
Less City of Temple City Discount:
($2,936)
8
Total Fixed Fees:
$20,000
Additional Optional Services
The following are optional services that the City may select in a la carte manner. Note that these
estimates are subject to change after further discussion of the scope of work for the project. Travel
expenses will be billed as incurred.
SoftResources LLC
SRneomcea www.softresources.com I Page 14
DescriptionPhase
3
Optional: Request for Proposal
$4,500
4
Optional: RFP Management
$2,600
5
Optional: RFP Response Evaluation
$18,000
6
Optional: Software Demos (Assumes 3 1 -day demos)
$14,500
7
Optional: Final Decision
$4,500
8
Optional: Contract Negotiation
$8,400
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