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HomeMy WebLinkAboutC9 Software Solutions Contract AmendmentCity of San Luis Obispo, Council Agenda Report, Meeting Date, Item Number FROM: Wayne Padilla, Finance and Information Technology Director Prepared By: Steve Schmidt, Information Technology Manager SUBJECT: SOFTWARE SOLUTIONS - CONTRACT AMENDMENT RECOMMENDATION 1. Approve amendment to existing City contract with Software Solutions for testing and training services on Tyler/EnerGov software in the amount of $31,300. DISCUSSION Background On December 10, 2013, the City Council approved a contract with Software Solutions for $43,950 to provide testing and training services on the Tyler/EnerGov software which will become the new building permit and planning software used primarily by the Community Development Department. Since that time, additional extensive staff and consultant resources have been required to thoroughly test the system and ensure its readiness for training and implementation. At the time of the original contract approval, the amount of time needed for system testing was estimated at approximately two months. However, the completion of the software configuration and training has been extended due to the length of time actually required for staff from various departments along with the consultant to thoroughly test the system, identify areas needing reconfiguration or other adjustments and the time required by the vendor to make the necessary corrections. The additional time spent on configuring the software and providing staff training extended the number of hours of service that Software Solutions was called on to provide. Using the expertise from Software Solutions for this purpose allowed city staff to focus on other aspects of the program implementation while the testing of the software continued. The software is now ready to be implemented and the City began a soft implementation on July 30th followed by a formal implementation on August 4th. As staff began to focus on the requirements to conclude the software implementation over the past month, it was determined that the value of the remaining body of work that Software Solutions needed to complete exceeded the amount of the current agreement. The Finance and I.T. Director made the decision to go forward with the work in order to put the software into production as soon as possible and capitalize on the training that staff had received. The amount that is needed to fund the work of Software Solutions in excess of the current contract amount is $31,300. Funding is available in the current budget to cover the additional amount of the contract work. 8-19-14 C9 C9 - 1 Software Solutions – Contract Amendemnt Page 2 CONCURRENCES The senior management staff committee working on the Tyler/EnerGov project concurs with this recommendation. Additionally, the Community Development Department Director, whose staff is the most highly impacted by this software conversion and is the Executive Sponsor of this project, concurs with this recommendation. FISCAL IMPACT The user acceptance testing and training portion of the project has increased from an original Software Solutions contract amount of $43,950 to $75,250, a difference of $31,300. The line item that funds the software licensing and maintenance agreement costs has $10,396 available due to the delay in implementing the license and maintenance agreement. The work being completed for this software implementation is considered to be city-wide staff computer training since the Fire, Public Works, Utilities, Community Development and Finance Departments will all be users of this software. As a result, staff feels that it is appropriate to utilize $20,904 from this line item to cover the remaining portion of these costs. Software Solutions initial Contract detail: Software Solutions Original Contract Daily Rate Days Total Pre-UAT $750 15 $11,250 UAT Training $800 5 $4,000 UAT $800 12 $9,600 Training Docs $700 5 $3,500 Train the Trainer $1,200 4 $4,800 End User Training $1,200 9 $10,800 Total $43,950 C9 - 2 Software Solutions – Contract Amendemnt Page 3 Software Solutions Contract Amendment detail: Software Solutions Contract Amendment Billing Unit Quantity Rate Total User Acceptance Training Hours 15 $100 $1,500 Training Document Preparation Hours 10 $100 $1,000 End User Training Days 24 $900 $21,600 Go Live/Post Go Live Support Days 8 $900 $7,000 Total Extended Costs $31,300 Recommended funding sources for this contract amendment are shown below: Source Funding Source Contract Amendment Tyler/EnerGov software licensing and maintenance – 25300-7229 $10,396 $10,396 Citywide IT Training – 25300- 7463 $25,000 $20,904 TOTAL $31,300 ALTERNATIVES 1. Select a different vendor. This is not recommended due to the Software Solutions’ knowledge of both the FoxPro applications and the Tyler/EnerGov system. Additionally, the vendor has extensive past experience in successfully training City staff on new software programs and providing ongoing support. 2. Do not hire a vendor to assist with testing and training. This is not recommended since the Tyler/EnerGov testing and training is not adequate or accurate enough to meet the City’s needs. Also, City staff are not software testing or training experts and do not have experience with a software implementation of this magnitude. Software Solutions will be available to fill these gaps to ensure a smooth transition to the new system. ATTACHMENTS 1. Exhibit A - Software Solutions 2013 Proposal 2. Exhibit B - Software Solutions 2014 Proposal 3. Exhibit C - General Terms and Conditions 4. Exhibit D - Form of Agreement document3 C9 - 3 Exhibit A www.sstslo.com 3220 So. Higuera Street, Suite 208 derek@sstslo.com San Luis Obispo, CA 93401 Derek Crawford, Owner Ph 805.786.4283 Fax 805.545.5435 EXHIBIT A Monday, June 30, 2014 Steve Schmidt IT Manager City of San Luis Obispo 990 Palm Street San Luis Obispo Dear Steve, The following is a preliminary proposal based upon your recent request for training. Please review this information and reply back to me at your convenience. We will be more than happy to customize the training to best suit your organization’s needs. Sincerely, Derek Crawford Owner Software Solutions Team Office: (805) 786-4283 Fax: (805) 545-5435 Cell: (805) 801-4825 Email: derek@sstslo.com Web: www.sstslo.com S OFTWARE T RAINING P ROPOSAL Presented to City of San Luis Obispo C9 - 4 Software Solutions Team City of SLO: 2014-2015 EnerGov Testing & Training Proposal Exhibit A 2 T RAINING P ROPOSAL Program Overview Software Solutions Team (SST) will assist in the development and delivery of end-user UAT (user acceptance testing) and computer training to the staff of CITY OF SAN LUIS OBISPO (Client) on EnerGov. SST will research and become familiar with the practical use and application of each of the software systems, organize and conduct system testing for Power Users and then coordinate and support hands-on (one computer per student) training to Client's end users. SST will provide staff support for on-going training for a period after the City begins use EnrGov. Training Site All classes will be taught in Client's F&IT Training Room or suitable venue with access to the City's network. Training Material SST will provide training material that will be customized by the Power Users of each department/division using EnerGov. Each course includes vendor provided courseware, as well as quick reference guides customized by SST covering Client specific topics, for each participant. Scope of Testing and Training and Services to be Provided 1. Coordinating User Acceptance Testing Dates: July 1, 2014 – August 6, 2014 Frequency: 2-3 days/week Duration: 5 ½ weeks Max. Hours: 15 hours SST Services Provided: SST will coordinate the finalizing of User Acceptance Testing between EnerGov Project Manager and City Power Users. SST will ensure Power Users are checking expected functionality of the software, and as issues are discovered report those issues back to EnerGov. As EnerGov resolves those issues, SST will then assign those items back to appropriate Power Users to re-test and confirm resolution. 2. TRAINING DOCUMENT PREPARATION Dates: July 1, 2014 – August 15, 2014 Frequency: As needed Duration: 7 weeks Max. Hours: 10 hours SST Services Provided: SST will continue to work with City department staff to take existing EnerGov training material and modify to create job related quick reference sheets for use end- users. These job aides will offer detailed step-by-step instruction on how to use software for specific department/division business processes. Additional development labor beyond the proposed 10 hours will be billed at $100/hr. rate. C9 - 5 Software Solutions Team City of SLO: 2014-2015 EnerGov Testing & Training Proposal Exhibit A 3 3. END-USER TRAINING Dates: July 1, 2014 – August 1, 2014 Frequency: 4-5 days/week Duration: 7 weeks SST Services Provided: SST will design a schedule for dedicated computer classes on mutually agreeable dates, times, and course content for the following courses: • Course Name: EnerGov End User Training Course Length: 1-3 hours (will vary by topic and department) per session, up to 4 sessions/day (Maximum of 12 students/class) 4. GO-LIVE & POST GO-LIVE STAFF TRAINING SUPPORT Dates: August 6 – August 15, 2014 Frequency: 5 days/week Duration: 1 ½ weeks SST Services Provided: SST will provide hands-on, on-site staff training support to City staff as they ‘Go Live’ using EnerGov system. Registration SST offers to arrange for the scheduling and registration of the client’s staff. Equipment Client will provide all computer hardware and software for training at Client’s facility. Costs Item Unit Qty Rate Total User Acceptance Testing Hours 15 $100 $1500 Training Document Preparation Hours 10 $100 $1000 End User Training & Days 24 $900 $21,600 Go Live/Post Go Live Staff Support Days 8 $900 $7,200 Extended Costs: $31,300 Cancellation / Rescheduling SST’s standard 5 day cancellation policy applies to all dedicated class dates. Please call us for further details. C9 - 6 Software Solutions Team City of SLO: 2014-2015 EnerGov Testing & Training Proposal Exhibit A 4 Payment All fees for training services are considered due and payable upon first day of training. Billing terms can be arranged. Invoicing for training and development services will occur on the 1st and 15th of each month. As always with SST, we stand behind the quality of our training programs, and guarantee your complete satisfaction. Please contact us as soon as possible to accept this proposal, so that we may begin reserving your preferred training dates. Respectfully, Derek Crawford Owner Software Solutions Team Office: (805) 786-4283 Fax: (805) 545-5435 Cell: (805) 801-4825 Email: derek@sstslo.com Web: www.sstslo.com C9 - 7 www.sstslo.com 3220 So. Higuera Street, Suite 208 derek@sstslo.com San Luis Obispo, CA 93401 Derek Crawford, Owner Ph 805.786.4283 Fax 805.545.5435 Exhibit B Monday, November 4, 2013 Steve Schmidt IT Manager City of San Luis Obispo 990 Palm Street San Luis Obispo Dear Steve, The following is a preliminary proposal based upon your recent request for training. Please review this information and reply back to me at your convenience. We will be more than happy to customize the training to best suit your organization’s needs. Sincerely, Derek Crawford Owner Software Solutions Team Office: (805) 786-4283 Fax: (805) 545-5435 Cell: (805) 801-4825 Email: derek@sstslo.com Web: www.sstslo.com S OFTWARE T RAINING P ROPOSAL Presented to City of San Luis Obispo C9 - 8 Software Solutions Team City of SLO: 2013-2014 EnerGov Testing & Training Proposal 2 Exhibit B T RAINING P ROPOSAL Program Overview Software Solutions Team (SST) will assist in the development and delivery of end-user UAT (user acceptance testing) and computer training to the staff of CITY OF SAN LUIS OBISPO (Client) on EnerGov. SST will research and become familiar with the practical use and application of each of the software systems, organize and conduct system testing for Power Users and then coordinate and support hands-on (one computer per student) training to Client's end users. Training Site All classes will be taught in Client's F&IT Training Room or suitable venue with access to the City's network. Training Material SST will provide training material that will be customized by the Power Users of each department/division using EnerGov. Each course includes vendor provided courseware, as well as quick reference guides customized by SST covering Client specific topics, for each participant. Scope of Testing and Training and Services to be Provided 1. PRE-UAT PREP Dates: Oct. 31, 2013-Nov. 27, 2013 Frequency: 2-3 days/week Duration: 5 weeks SST Services Provided: SST will research the Client's intended use of EnerGov, as well as the basic features and functionality of those applications, in order to develop specific criteria and goals for the end-users' testing and training program. SST will have access to Client's network and applications so as to develop this program. SST will work with Client’s departmental Power Users to ensure understanding how their business process is to be managed in EnerGov and then translate those steps into specific acceptance testing scripts to be used by Client staff. SST will organize and conduct meetings with Power Users and EnerGov team members to facilitate mutual understanding of the expected software functionality and identify configuration issues and/or bugs that need to be addressed prior to the UAT training session. SST will assign department/division specific Power Users to customize EnerGov UAT testing scripts to address specific steps/processes that need to be tested. SST will assist in UAT session scheduling and user assignments. SST will post all configuration issues and bugs on EnerGov SharePoint UAT List. C9 - 9 Software Solutions Team City of SLO: 2013-2014 EnerGov Testing & Training Proposal 3 Exhibit B 2. UAT TRAINING Dates: Dec. 2, 2013-Dec. 6, 2013 Frequency: Daily Duration: 5 days SST Services Provided: SST will assist EnerGov training staff in the delivery of UAT training sessions. Responsibilities will include with each Client department/division Power User to ensure they have the skills necessary to navigate each necessary module in EnerGov so they can adequately test for completeness. SST will work with Power Users to make any necessary changes to their department/division specific UAT testing scripts prior to the formal UAT sessions. 3. UAT Dates: Dec. 9, 2013-Jan. 24, 2014 Frequency: 2 days/week Duration: 6 weeks SST Services Provided: SST will assist in the scheduling and participate in the testing of at UAT modules for EnerGov. Services will include ensuring customized UAT scripts are used by the testing Power Users, providing direction on expected use and functionality, documenting and posting of all UAT problems on the EnerGov SharePoint UAT List. 4. TRAINING DOCUMENT PREPARATION Dates: Oct. 31, 2013-Feb. 7, 2014 Frequency: As needed Duration: 14 weeks Max. Hours: 40 hours SST Services Provided: SST will take the existing EnerGov user guide manual developed by SST in 2012, add current screen shots and module updates for EnerGov as of the end of UAT date, and make the editable manual (MS Word format) available for department Power Users. It is expected that City Power Users will complete the editing for end- user training manuals to explicitly detail how the software will be used for their specific department/division’s use for their business processes. Additional development labor beyond the proposed 40 hours will be billed at $100/hr. rate. 5. TRAIN THE TRAINER Dates: Feb. 3, 2014-Feb. 7, 2014 Frequency: 4 days/week Duration: 1 week SST Services Provided: SST will work with EnerGov to design a schedule for dedicated computer classes on mutually agreeable dates, times, and course content for up to 25 City power- users the following courses: • Course Name: EnerGov Train the Trainer training Course Length: 1-3 hours (to be determined) per session, up to 4 session/day C9 - 10 Software Solutions Team City of SLO: 2013-2014 EnerGov Testing & Training Proposal 4 Exhibit B (Maximum of 13 students/class) 6. END-USER TRAINING Dates: Feb. 10, 2014-Feb. 28, 2014 Frequency: 2-3 days/week Duration: 3 weeks SST Services Provided: SST will design a schedule for dedicated computer classes on mutually agreeable dates, times, and course content for the following courses: • Course Name: EnerGov End User Training Course Length: 1-2 hours (to be determined) per session, up to 4 sessions/day (Maximum of 20 students/class) Registration SST offers to arrange for the scheduling and registration of the client’s staff. Equipment Client will provide all computer hardware and software for training at Client’s facility. Costs Item Daily Rate Days/Wk Weeks Total Pre-UAT 750$ 35 11,250$ UAT Training 800$ 51 4,000$ UAT 800$ 26 9,600$ Training Docs 700$ 51 3,500$ Train the Trainer 1,200$ 41 4,800$ End User Training 1,200$ 33 10,800$ Extended Costs 43,950$ Cancellation / Rescheduling SST’s standard 5 day cancellation policy applies to all dedicated class dates. Please call us for further details. C9 - 11 Software Solutions Team City of SLO: 2013-2014 EnerGov Testing & Training Proposal 5 Exhibit B Payment All fees for training services are considered due and payable upon first day of training. Billing terms can be arranged. Invoicing for training and development services will occur on the 1st and 15th of each month. As always with SST, we stand behind the quality of our training programs, and guarantee your complete satisfaction. Please contact us as soon as possible to accept this proposal, so that we may begin reserving your preferred training dates. Respectfully, Derek Crawford Owner Software Solutions Team Office: (805) 786-4283 Fax: (805) 545-5435 Cell: (805) 801-4825 Email: derek@sstslo.com Web: www.sstslo.com C9 - 12 City of San Luis Obispo – General Terms and Conditions Exhibit C 1 1. Business Tax. The Consultant must have a valid City of San Luis Obispo business tax certificate before execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781-7134. 2. Ability to Perform. The Consultant warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 3. Laws to be Observed. The Consultant shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 4. Payment of Taxes. The contract prices shall include full compensation for all taxes that the Consultant is required to pay. 5. Permits and Licenses. The Consultant shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. The Consultant shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 7. Public and Employee Safety. Whenever the Consultant's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 8. Preservation of City Property. The Consultant shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from the Consultant's operations, it shall be replaced or restored at the Consultant's expense. The facilities shall be replaced or restored to a condition as good as when the Consultant began work. 9. Immigration Act of 1986. The Consultant warrants on behalf of itself and all sub-consultants engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 10. Consultant Non-Discrimination. In the performance of this work, the Consultant agrees that it will not engage in, nor permit such sub- consultants as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 11. Work Delays. Should the Consultant be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Consultant. C9 - 13 City of San Luis Obispo – General Terms and Conditions Exhibit C 2 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the materials, supplies, equipment or services provided by the Consultant (Net 30). 13. Inspection. The Consultant shall furnish City with every reasonable opportunity for City to ascertain that the services of the Consultant are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Consultant of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Consultant in preparing its invoices to City as a condition precedent to any payment to Consultant. 15. Interests of Consultant. The Consultant covenants that it presently has no interest, and shall not acquire any interest—direct, indirect or otherwise—that would conflict in any manner or degree with the performance of the work hereunder. The Consultant further covenants that, in the performance of this work, no sub-consultant or person having such an interest shall be employed. The Consultant certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Consultant shall at all times be deemed an independent Consultant and not an agent or employee of the City. 16. Indemnification for Professional Liability. To the fullest extent permitted by law, the Consultant shall indemnify, protect, defend and hold harmless the City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney’s fees and cost which arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 17. Contract Assignment. The Consultant shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 18. Termination. If, during the term of the contract, the City determines that the Consultant is not faithfully abiding by any term or condition contained herein, the City may notify the Consultant in writing of such defect or failure to perform. This notice must give the Consultant a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Consultant has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Consultant to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Consultant's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the termination thereof. In said event, the Consultant shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Consultant as may be set forth in the Proposal; compensation for any other work, services or goods performed or provided by the Consultant shall C9 - 14 City of San Luis Obispo – General Terms and Conditions Exhibit C 3 be based solely on the City's assessment of the value of the work-in-progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall the Consultant be entitled to receive in excess of the compensation quoted in its proposal. 19. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of the Consultant as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 20. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by the Consultant as part of the work or services under these specifications shall be the property of City and shall not be made available to any individual or organization by the Consultant without the prior written approval of the City. 21. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what the Consultant is required to furnish in limited quantities as part of the work or services under these specifications, the Consultant shall provide such additional copies as are requested, and City shall compensate the Consultant for the costs of duplicating of such copies at the Consultant's direct expense. 22. Required Deliverable Products. The Consultant will be required to provide: 2 hard copies of the draft or electronic copy (Adobe Acrobat format) 2 hard copies of the final project report, and 1 electronic copy (Acrobat Adobe format) of the final report. City staff will review any documents or materials provided by the Consultant and, where necessary, the Consultant will be required to respond to staff comments and make such changes as deemed appropriate. Computer files must be on 3½", high-density, write-protected diskettes or CD’s formatted for use on IBM-compatible systems. Each diskette must be clearly labeled and have a printed copy of the directory. Alternatively, files may be emailed to the City. 23. Amendments. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Engineer of the City. 24. Complete Agreement. These Purchase Order Conditions and Consultants proposal shall constitute the complete agreement between the parties hereto. No oral agreement, understanding or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding or representation be binding upon the parties hereto. C9 - 15 City of San Luis Obispo – General Terms and Conditions Exhibit C 4 25. Insurance Requirements. The Consultant shall provide proof of insurance in the form, coverages and amounts specified in these conditions as a precondition to contract execution. The Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or sub-consultants. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Errors and Omissions Liability insurance as appropriate to the consultant's profession. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per accident for bodily injury or disease. 4. Errors and Omissions Liability: $1,000,000 per occurrence. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. 2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. The Consultant'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. C9 - 16 City of San Luis Obispo – General Terms and Conditions Exhibit C 5 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. Consultant shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. C9 - 17 EXHIBIT - D AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this _____________day of ____________________________________, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and SOFTWARE SOLUTIONS, hereinafter referred to as Consultant. W I T N E S S E T H: WHEREAS, on the City wants Tyler/EnerGov Software Testing and Training: and WHEREAS, Consultant is qualified to perform this type of service and has submitted a proposal to do so which has been accepted by the City. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until contract expiration. 2. CITY'S OBLIGATIONS. For providing services as specified in this agreement, City will pay, and Consultant shall receive, compensation in a total sum not to exceed $43,950. 4. CONSULTANT’S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City provide all specified services as described in Exhibit A (Consultant’s Proposal) attached hereto and incorporated into this Agreement by reference. Consultant further agrees to the contract and performance terms as set forth in Exhibit B attached hereto and incorporated into this Agreement by reference. 5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Administrative Officer. 6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: C9 - 18 Page 2 Exhibit D City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Consultant Software Solutions Attn: Derek Crawford 3220 So. Higuera, Suite 208 San Luis Obispo, CA 93401 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO: ________________________________ By: _____________________________________ City Clerk Jan Howell Marx, Mayor APPROVED AS TO FORM: CONSULTANT: ________________________________ By: _____________________________________ City Attorney Software Solutions C9 - 19 Page intentionally left blank. C9 - 20