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13-197 KOA Hills Consulting, Consultant Service for Enterprise Resource Planning (ERP) Selection and ImplementationDecember 18, 2013 KOA Hills Consulting 64 -5274 Puu Nanea Street Kamuela, HI 96743 -8125 Re: Agreement OFFICE OF THE CITY CLI =RK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cupertino.org Enclosed is a fully executed copy of your agreei-rient with the City of Cupertino. If you have any additional questions, please contact the Administrative Services department at (408) 777- 3220. Sincerely, Dorothy 4Steenfott Senior Office Assistant Enclosure cc: Administrative Services v . r46 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND KOA HILLS CONSULTING FOR CONSULTANT SERVICES FOR ENTERPRISE 1�ESOURCE PLANNING (ERP) SELECTION AND IMPLEMENTATION � ' THIS AGREEMENT, for reference dated November 26, 2013, is by and between CITY OF CUPERTINO, a municipal corporation (herei an ft rr re eferred io as "City "), and Koa Hills Consulting, a Hawaii ii_LLC, whose address is 64 -5274 Puu Nanea Street Kamuela, HI 96743 -81.25 (hereinafter referred to as "Consultant "), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and th.e statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on December 2, 2013, and shall terminate on June 30, 2015, unless terminated earlier or extended as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. This contract is for Phase 1 only, consisting of Business Process Analysis — Onsite and Remote; Comprehensive Demo Script Development; Demonstration Management & Scoring (based upon 3 two - day demos) Onsite; Due Diligence and Contract Negotiation Assistance as described in Exhibit "A ". At its sole discretion, the City will have the option to extend the contract to Phase II for project management services as described in Exhibit "A ", upon reasonable notice to Consultant. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed EIGHTY -SIX THOUSAND NINE HUNDRED AND SEVENTY TWO DOLLARS ($86,972.00), consisting of the following: THIRTY - FOUR THOUSAND SIX HUNDRED AND SEVENTY TWO DOLLARS ($34,6.7.2) for Phase I;_and FIFTY -TWO THOUSAND ANI) THREE HUNDRED DOLLARS _ ($52,300) for Phase II, should the City exercise its option as set forth below. This compensation is set forth in Exhibit "B" which is attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the City, to be taken from the General Fund (account: 1104100 -9301, 110- 4510- 9301). '70A 3d 9,. Payment will be made by the City in the following manner: On the first day of each month, Consultant shall submit a written estimate of the total amount of work done the previous month. 4. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer- independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 5. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 6. NON - DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer /employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute, a material breach of this Agreement. 7. HOLD HARMLESS: Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, 'indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. A. Claims for Professional Liability. 'Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care; or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify,, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 8. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 9A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liabili Commercial general liability coverage in the following minimum limits: Bodily Injury: 5500,000 each occurrence 1� 1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1 „000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of lass due to any of the perils for which he /she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain ,such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable I' r any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 9. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain .governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 10. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, Hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without: prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in. changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 11. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 12. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 13. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant maybe used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and /or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 14. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting, principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contractor failure to act in good faith, then Consultant shall reimburse. City for all reasonable costs and expenses associated with the supplemental examination or audit. 15. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after t:he deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Jaqui Guzman All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Koa Hills Consulting 64 -5274 Puu Nanea Street Kamuela, HI 96743 -8125 Attention: Mark Johnson 16. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 17. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 18. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 19. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 20. WAIVER: A waiver by City of any breach of any germ, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained Herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 21. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 22. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Koa Hills Consulting CITY OF CUPERTINO A Municipal Corporation By Mike Monroe By Carol Atwood Title Owner /CEO Date_11/25/13 A k r Title Director of Administrative Services Date � F:ECOMMENDED FOR APPROVAL: � j2L ,IZQ� Title AP V D AS TO FORM: City Attorney ATTEST: City Clerk Exhibit A nKoaHills C O N S U L T I N G Scope of Work for ERP Selection and Implementation Assistance for City of Cupertino Koa Hills Consulting proposes the following areas of assistance to the City of Cupertino. Our team brings decades of experience providing ERP consulting and project management to local government organizations similar to Cupertino. Based on our initial discovery meeting we believe the services below will help the City successfully select and implement an ERP system that will meet its needs going forward. Business Process Reengineering Koa Hills will provide BPR services to include the areas identified below. Please refer to the attached document called "BPR - What To Expect' for detailed description of the Koa Hllls BPR methodology. • AS IS Mapping (some areas may require multiple maps) • Capital Budgeting • Budget Development • Journal Entries • Procurement • Accounts Payable • Accounts Receivable /Cash Receipting • Payroll Processes Including Timekeeping • Asset Management • TO BE Mapping (some areas may require multiple maps) • Capital Budgeting • Budget Development • Journal Entries • Procurement • Accounts Payable • Accounts Receivable /Cash Receipting • Payroll Processes Including Timekeeping • Asset Management • Recommendations and Requirements Documentation (some areas may require multiple documents) • Capital Budgeting • Budget Development • Journal Entries • Procurement • Accounts Payable • Accounts Receivable /Cash Receipting • Payroll Processes Including Timekeeping • asset Management • Human Resources Comprehensive Demo Script Development The Koa Hills Consulting team has several decades of experience with software demonstrations from the vendor side of the table. This experience provides us with a unique and valuable perspective when it comes to software demo scripts and script requirements. We share the City's goal of identifying the best possible ERP solution to meet its needs. Our team will use the Recommendations and Requirements Documents generated from the TO BE Maps and work with the City of Cupertino team to design a comprehensive detailed demo script. Demonstration Management & Scoring (based on 3 two -day demos) Koa Hills will be onsite with the City of Cupertino staff during the software demonstrations and will offer assistance in the following areas: • Demo officiating • Demo scoring • Scoring Analysis Due Diligence Implementing a new ERP solution is something that will touch virtually all members of the organization in one way or another. it is important that the City enters into a working business relationship with a vendor they have fully vetted. The relationship with the vendor, and the level of service they will provide the city are crucial to the implementation and even more crucial to the city's long -term success with the new system. Koa Hills will provide assistance or guidance with the following components of due diligence: • Reference Checks • Dun and Bradstreet report • Software Functionality o The software was successfully demon :5trated according to your key business requirements • You are satisfied with the vendor's plan to fill any functionality gaps • Your key departmental users participated in the demonstrations and are satisfied • Based on reference checks with organizations like yours, you are satisfied that the software is capable of delivering the functionality you require Long -Term Fit • The vendor is likely to be around for the long -term to develop and support the software • The software is strategically important to the vendor and will likely continue to be a development priority o Based on reference checks with organizations like yours, you will be satisfied that the vendor will provide the level of future support required • Integrity of the Process • No vendor helped define your ERP selection requirements • No vendor helped draft your request for proposal • No vendor helped evaluate the proposals • All participating vendors were given equal opportunity to respond • Your selection consultants, Koa Hills Consulting, are neutral, unbiased and vendor- agnostic Contract Negotiation Assistance Once the final vendor has been selected and vetted the next important step in the process is negotiating a fair, but strong contract with the vendor. Our experience on the vendor side of the negotiation table will help you and your team in the following areas: • Contractual Rights and Obligations • We help you understand all of your financial obligations under the contract • We will negotiate discounts that will allow you to accelerate your ROI • We will negotiate terms and conditions that link your payment obligations to implementation success • We will negotiate non - monetary terms that protect and extend your interests ERP Implementation Project Management (12 Months) Koa Hills Consulting will provide project management services to include the areas identified below. These services will be provided by Mike Monroe and Kelly Milne, and will include the following: • Onsite project initiation (40 Hours) • Project Charter • Project Management Plan, including project org chart, communications plan, milestones, form/report templates, etc. o Project Schedule /Plan • Remote Project Management (12 Hours per month for 12 months) o Weekly status meetings • Resource scheduling • Status reports • Risk management • Schedule and budget monitoring • Onsite Project Live Support and Close Out (4.0 Hours) Exhibjiit B ' KoaHills Project Quote C O N S U L T I X11 G Prepared For: Ms. Jaqui Guzman Senior Management Analyst City of Cuperino Quote Date: November 7, 2U1J3 p 10 P00 Torre Avenue Project Title: ERP Selection 8I Im lementation Assistance Cupertino, CA 95014 -3255 P. Rif essionaIMOMce6 _ Phase 2 • ERP Implementation Project Management 224 $200 $44,800 Total Professional Services- Phase 2 $44,800 aF�-�Cost Phase 1 Airfare $500 • Business Process Analysis - Onsite and Remote 50 $200 $10,000 • Comprehensive Demo Script Development 40 $200 $8,000 • Demonstration Management & Scoring (based on 3 two -day 48 $200 $9,600 demos) Onsite tT,otaIIE9timted ICE os06%Phase 2 $52j3U0 • Due Diligence & Contract Negotiation Assistance 16 $200 $3,200 _ Total Professional Services - Phase 1 $30,800 ConsultarntTravel�Estirn _ate�Phas ®1 Airfare N/C Vehicle - Per Day $60 Lodging - Lodging Per Day $240 Meals - Per Day $52 Total Cost Per Day $352 Number of Days Onsite 11 Total Cost of Trips $3, B7 Subtotal - Travel _ �—$3,872 1TotallEstimated(CotrofiPhase 1 ■ �$. 34!67r2 P..rofessionaIIS.e vices _ Phase 2 • ERP Implementation Project Management 224 $200 $44,800 Total Professional Services- Phase 2 $44,800 ConsultatiTi avellEs_timat7e Phase 2 Airfare $500 Vehicle $300 Lodging $1,440 Meals $260 Total Cost Per One Week Trip $2,500 Number of One -Week Trips 3 TOta/ Cost ofTii s $7,500 _ Subtotal - Travel 7,500 tT,otaIIE9timted ICE os06%Phase 2 $52j3U0 _ -114V I CO- • Professional Services will be billed as incurred. • Travel, meals, and lodging will be billed as incurred. Figures provided are for budgetary purposes. We have included three trips for Phase 2. Two trips are certain, but the third is included in case it is necessary at some point during the project. • Quote is valid for 90 days. Please confirm your acceptance of this quote by signing below: Siana Print Nair /_?.OL7Z��C�L� Date // A_-�_6 / / 3