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HomeMy WebLinkAboutContractAGREEMENT FOR ERP SOFTWARE IMPLEMENTATION PROJECT MANAGEMENT SERVICES THIS AGREEMENT, dated for reference purposes only as November 06, 2023, is by and between SoftResources, L.L.C. a Washington LLC. The City and the Consultant are referred to collectively in this fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide project management services relatedto the implementation of new ERP software as specified in Exhibit 1, which is attached and incorporated herein and Work 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Workconsisting of additions, deletions or modifications.Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in ExhibitAor as otherwise mutually agreed by the Parties. 3. Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later than December 31, 2025. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $162,000, plus any applicable state and local sales taxes. Compensation shall be paid based upon Work actually performed according to the rate(s) or amounts specified in Exhibit A. The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit A. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Workisperformed, the Consultant shall submit a voucher or invoice in aform specified by the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for PAGE 2 OF 10 such personnel. The Consultant shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten(10) calendar of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 6. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards PAGE 3 OF 10 and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non- exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant shall indemnify, defend, or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City PAGE 4 OF 10 during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any 10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties, by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by liability, errors and omission insurance coverage, the Consulta and defend the City shall be capped at $2,000,000. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real or damages to property caused by or resulting from the concurrent negligence of the PAGE 5 OF 10 It is further specifically and expressly understood that the indemnification provided in Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this e Work. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. State of Washington, shall also be secured. PAGE 6 OF 10 D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single emises by or on behalf of the City, beyond normal commutes. E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non- not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of recourse to any remedy available at law or in equity. F. proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14. Delays: Consultant is not responsible for delays caused by factors beyond the controloccur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Kristin Trivelas 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6929 CONSULTANT Elaine Watson 11411 SE 124th Street, Suite 270 Kirkland, WA 98034-4341 Phone: (425) 216-4030 PAGE 7 OF 10 ktrivelas@rentonwa.gov ewatson@softresources.com 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C.-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. PAGE 8 OF 10 D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. that for any persons employed by the Consultant. 19. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration and Management.project manager is Kristin Trivelas. In providing Work manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. PAGE 9 OF 10 F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H. Severability. part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. 12/5/2023 Approved by Shane Moloney via memo 10/26/2023 Proposal for City of Renton, Washington ERP Software Implementation Project Management Services September 1, 2023 Submitted by SoftResources LLC Elaine Watson, Principal 425.216.4030 ewatson@softresources.com SoftResources LLC 11411 NE 124th Street, Suite 270 Kirkland, WA 98034 SoftResources LLC |Page 2 September 1, 2023 Kristin Trivelas Melissa Crawford Melissa Melloy 1055 S. Grady Way, 5th Floor Renton, WA 98056 SoftResources is pleased to present this proposal to the City of Renton, Washington (City) to provide ERP Implementation Project Management services including Financials and Human Capital Management modules. Workplan The Project Management services provided by SoftResources are focused on acting as a highly for all phases of the implementation including implementation planning, implementation execution, post implementation activities, and project close out. Our goal is to ensure a project that delivers quality, is on time, on budget, and within scope. We will work in collaboration with the City and the selected vendor to facilitate project success. The types of implementation project management services SoftResources can provide are detailed in the following table. This list is not intended to be all encompassing and we will flex our services to support the City with the project. Implementation Project Management Services Implementation Services Overview SoftResources can support the City with the implementation of ERP software. Based on our experience the services we provide will vary throughout the various phases of implementation and we are prepared to support the project in this manner. The implementation services should support the following basic pillars: Plan and monitor project progress. Vendor management and liaison. Manage project time, scope, quality, and budget. Extension and augmentation to the City implementation team. Tasks Description a. Project Plan and Timeline assigns responsibilities, dates, milestones, and deliverables. Ensure all tasks required for the project for all parties are included in this Plan with start and end dates and resource assignments. Monitor progress of the project with a vision towards completed, current, and future tasks. Proposal for City of Renton Implementation Project Management Services ERP Software SoftResources LLC |Page 3 Implementation Project Management Services b.Task Management Participate in the coordination and oversight of task management ensuring adherence to the project plan and timeline. Ensure staff are updated to current and upcoming tasks and understand the tasks as outlined in the project plan. c.Change Orders Review project change orders initiated by the vendor to ensure they are in line with expectations. Ensure the change orders include the proper documentation and justification for any additional services or software required beyond the original contract. d.Project Team Status Meetings Coordinate, schedule and participate in implementation planning meetings with the client project team and the vendor implementation team. The meetings are used to review the status of the project as well as upcoming tasks and deliverables. Meetings are typically held weekly although ad hoc meetings may also be scheduled. e.Vendor Status Meeting Participate in regular status meetings with client and the selected vendor. Status meetings should discuss the current state of the project and include a review of completed tasks, current tasks, future tasks, issues, risks, client and vendor resources, budget vs. actual reporting, and other planning activities based on the current stage of the implementation. These meetings are typically held weekly although ad hoc meetings may also be scheduled. f. Executive Sponsor Liaison Participate in the required communication to keep client executive sponsor apprised of project status. This typically is in conjunction with g.Communications Plan Communication is a critical requirement for a successful implementation project. During implementation planning the vendor should develop a Communication Plan that defines the elements of communication for the project. This Plan outlines the who, what, where, when, and how of communication across the organization. meets the needs of the City. h. Organizational Change Management Identify the possible change management issues the project may face and develop a change management plan to address them. i. Risk Management Plan A Risk Management Plan defines the potential risks for the project, assigns a risk owner, and outlines the Plan to address the risk should it arise. The vendor typically creates this Plan as part of project initiation. Proposal for City of Renton Implementation Project Management Services ERP Software SoftResources LLC |Page 4 Implementation Project Management Services The Risk Management Plan will include all risks for the project including but not limited to the solution, unsatisfied requirements, security, project resourcing, budget, etc. Optionally SoftResources can create a Risk Management Plan according to client preferences and direction. j.Discovery This is normally the first phase of a software implementation. During the discovery process, the selected vendor will provide training on the software and review of the best practices and functionality it can provide. The sessions will be used to review the current environment for financial accounting across the organization. SoftResources can participate in these sessions and act as an objective guide to the information provided and the decisions made. k.Design and Configuration At completion of Discovery Sessions the vendor will provide a recommendation for the design of the system that created as part of the pre-discovery process with the City. The Design phase also includes the plan for interfaces or integration, data conversion, cutover plan, forms development, report development, testing plan test scripts, roles definitions, user administration. SoftResources can support through the review of the design document and review of the configuration completed to provide an objective view. l. Business Process Improvements Implementing new software offers unique opportunities for business process improvements. The new system likely offers enhanced functionality compared to the legacy system. SoftResources will work with your team and the vendor to optimize business processes and leverage the new sol m. Data Conversion We can assist with the review or development of a Data Conversion Plan. The Plan will include identification of data to be converted, an approach to extraction of data from legacy systems, how data will be imported to the new software, how to test the converted data and overall timing for the process. SoftResources can help with monitoring the data conversion process to ensure tasks are completed as defined, data is validated, and signoff is achieved. n. Integration Plan An Integration Plan that defines the required integrations to remaining business solutions is a critical part of the implementation. The Plan defines the who, what, when, where, and how of data integration. SoftResources has extensive experience working with integrations, including helping to decide when to build (or not build) them. o. Training Plan SoftResources can assist with the development of a Training Plan that defines the who, what, when, where, and how of training. That is who needs to be trained, what do they need to be trained on, what materials Proposal for City of Renton Implementation Project Management Services ERP Software SoftResources LLC |Page 5 Implementation Project Management Services are required for training, when do they need to be trained, where will they be trained, and how will they be trained. p.Testing Plan Assist with the development of a Testing Plan for all stages of the implementation including unit, integration, conversion, interfaces, forms and reports, workflow, and roles. The Testing Plan will include tasks such as development of test scripts, assistance with documentation of testing results, and identification of configuration adjustments required. q.Post-Go-Live Planning Participate in the review of tasks or activities that need to be completed after go-live or the move to production status. Create a post-go-live document that defines the tasks, assigns responsibilities, and establishes a timeline for completion. r.Go-Live and Cutover Plan Services can include development of a cutover strategy, go-live checklist, readiness assessment, quality review, definition of critical-success- factors, final data conversion, system cutover, rollback plan, and future phase planning. s. Closeout Administer project closeout including review of the project plan to ensure all tasks are complete Review the cutover strategy to be used by client to ensure all steps have been properly executed Scope Control If there are services performed at the City request, which are outside of those listed in the Work Plan section of this proposal, an amendment to this proposal or a new letter of understanding will be drafted for the City approval before the services are performed. Fees and Billing To provide flexibility for the services requested by the City, SoftResources provides implementation project management services as requested and required by our clients. Fees are billed monthly for services provided at a rate of $200 per hour. Mileage for on-site services will be billed monthly as incurred. The following table provides not to exceed amounts for services and travel. We will monitor the budget on a monthly basis to ensure we remain within the parameters defined. We have assumed a total timeline of 18 months. SoftResources will flex our services to meet the specific needs of the City and understand the time and travel required may be adjusted throughout the project. There are no minimums required for consulting services. Proposal for City of Renton Implementation Project Management Services ERP Software SoftResources LLC |Page 6 Assumption Rate Total Not to Exceed $ Services 18 Months Average 45 Hours Per Month 810 Hours $ 162,000.00 Travel 12 Trips $40 Per Trip --$ 480.00 Staffing SoftResources will assign Project Management resources to this project. The Project Manager assigned will be Elaine Watson or Pamela Ettien to ensure continuity for the Cit s project. Confirmation For your convenience in confirming this agreement we have enclosed an acceptance page for your signature. Please sign and email the entire Engagement Letter as a PDF to ewatson@softresources.com. Elaine Watson, Principal SoftResources LLC Proposal for City of Renton Implementation Project Management Services ERP Software SoftResources LLC |Page 7 Proposal Acceptance To:Elaine Watson SoftResources LLC ewatson@softresources.com From:Krist n Trivelas Fiscal Services Director City of Renton The SoftResources Proposal for Implementation Project Management Services dated September 1, 2023 is accepted. City of Renton SoftResources LLC Signature Name Title Date