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CONSULTING SERVICES AGREEMENT
This Agreement is made and entered into this 20th day of June, 2023, between the City of Diamond Bar, a Municipal Corporation (hereinafter referred to as "City") and Go Live Technology, Inc. (hereinafter referred to as “Consultant”).
R E C I T A L S
A. City desires to utilize the services of Consultant as an independent contractor to provide consulting services to City as set forth in Exhibit "A".
B. Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees.
NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows:
1. Consultant’s Services
A. Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit "A", dated April 6, 2023.
B. Level of Services/Time of Performance. The level of and time of the specific services to be performed by Consultant are as set forth in Exhibit "A" (Consultant’s submitted proposal).
2. Term of Agreement. This contract shall take effect June 20, 2023 and shall continue until June 30, 2026 or completion of the Scope of Work, unless earlier terminated pursuant to the provisions herein.
3. Compensation. City agrees to compensate Consultant for each service which Consultant performs to the satisfaction of City in compliance with the schedule set forth in Exhibit "A" Payment will be made only after submission of proper invoices in the form specified by City. Total payment to Consultant pursuant to this Agreement shall not exceed $200,000 in total.
4. General Terms and Conditions. In the event of any inconsistency between the provisions of this Agreement and Consultant’s proposal, the provisions of this Agreement shall control.
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5. Staff and Addresses.
City: Dan Fox, City Manager
Ken Desforges, Director Information Systems
City of Diamond Bar
21810 Copley Drive
Diamond Bar, CA 91765-4177
Consultant: Richard Chenette, President
Go Live Technology, Inc
21703 Ocean Vista Drive #302
Laguna Beach, Ca. 92651
The City has the right to written approval for any change or replacement of the above-mentioned Consultant staff.
6. Status as Independent Consultant.
A. Consultant is, and shall at all times remain, as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City.
B. Consultant agrees to pay all required taxes in amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto.
C. Consultant shall fully comply with the workers' compensation law regarding Consultant and employees of Consultant. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Reused - 932420.1 3
Consultant failure to promptly pay to City any reimbursement or indemnification arising under this Section 6.
D. Consultant shall, at Consultant’s sole cost and expense fully secure and comply with all federal, state and local governmental permit or licensing requirements, including but not limited to the City of Diamond Bar, South Coast Air Quality Management District, and California Air Resources Board. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the requirements in Section 6. Additionally, the City shall have the right to offset against the amount of any fees due to Consultant under this Agreement for any amount or penalty levied against the City for Consultant’s failure to comply with Section 6.
7. Standard of Performance. Consultant shall perform all work at the standard of care and skill ordinarily exercised by members of the profession under similar conditions.
8. Indemnification. Consultant agrees to indemnify the City, its officers, agents, volunteers, employees, and attorneys against, and will hold and save them and each of them harmless from, and all actions, claims, damages to persons or property, penalties, obligations, or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the acts, errors or omissions of Consultant, its agents, employees, subcontractors, or invitees, including each person or entity responsible for the provision of services hereunder, excluding liability caused by the negligent or wrongful acts or omissions of City.
In the event there is more than one person or entity named in the Agreement as a Consultant, then all obligations, liabilities, covenants and conditions under this Section 8 shall be joint and several.
9. Insurance.
A. Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company admitted to do business in California and approved by the City (1) a policy or policies of broad-form comprehensive general liability insurance with minimum limits of $1,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) property damage insurance, with minimum combined single limits coverage of $500,000.00; (3) automotive liability insurance, with minimum Reused - 932420.1 4
combined single limits coverage of $500,000.00; (4) professional liability insurance (errors and omissions) to cover or partially cover damages that may be the result of errors, omissions, or negligent acts of Consultant, in an amount of not less than $1,000,000 per occurrence and at least $1,000,000 aggregate; and (5) workers' compensation insurance with a minimum limit of $500,000.00 or the amount required by law, whichever is greater. City, its officers, employees, attorneys, and volunteers shall be named as additional insureds on the policy(ies) as to comprehensive general liability, property damage, and automotive liability. The policy(ies) as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the City shall be excess insurance only.
B. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days prior written notice thereof. Consultant agrees that it will not cancel, reduce or otherwise modify the insurance coverage.
C. All policies of insurance shall cover the obligations of Consultant pursuant to the terms of this Agreement; shall be issued by an insurance company which is admitted to do business in the State of California or which is approved in writing by the City; and shall be placed with a current A.M. Best's rating of no less than A VII.
D. Consultant shall submit to City (1) insurance certificates indicating compliance with the minimum workers' compensation insurance requirements above, and (2) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement," or a substantially similar form which the City has agreed in writing to accept.
10. Confidentiality. Consultant, in the course of its duties, may have access to confidential data of City, private individuals, or employees of the City.
Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant‘s covenant under this section shall survive the termination of this Agreement. Notwithstanding the foregoing, to the extent Consultant Reused - 932420.1 5
prepares reports of a proprietary nature specifically for and in connection with certain projects, the City shall not, except with Consultant's prior written consent, use the same for other unrelated projects.
11. Ownership of Materials. All materials provided by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City.
Consultant may, however, make and retain such copies of said documents and materials as Consultant may desire.
12. Conflict of Interest.
A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it.
Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement.
B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of hardware or software to City as a result of the performance of this Agreement.
Consultant's covenant under this section shall survive the termination of this Agreement.
13. Termination. Either party may terminate this Agreement with or without cause upon fifteen (15) days' written notice to the other party. However, Consultant shall not terminate this Agreement during the provision of services on a particular project. The effective date of termination shall be upon the date specified in the notice of termination, or, in the event no date is specified, upon the fifteenth (15th) day following delivery of the notice. In the event of such termination, City agrees to pay Consultant for services satisfactorily rendered prior to the effective date of termination.
Immediately upon receiving written notice of termination, Consultant shall discontinue performing services.
14. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.
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employees to the performance of Consultant’s services under this Agreement, but City reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises. Key personnel are listed in Section 5 of this Agreement and shall not change without prior written approval from the City.
15. Non-Discrimination and Equal Employment Opportunity.
A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such non-discrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.
16. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, without the prior written consent of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect.
17. Compliance with Laws. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments.
18. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Reused - 932420.1 7
Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
19. Attorney's Fees. In the event that either party to this Agreement shall commence any legal of equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants.
20. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, shall be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected, as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. In the event the parties are unable to mutually agree upon the mediator to be selected hereunder, the City Council shall select such a neutral, third party mediation service and the City Council's decision shall be final. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that referral of any such dispute or controversy, and mutual good faith efforts to resolve the same thereby, shall be conditions precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy.
21. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designated in writing pursuant to the provisions of this section.
22. Governing Law. This Contract shall be interpreted, construed and enforced in accordance with the laws of the State of California.
23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument.
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24. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represent the entire and integrated agreement between Consultant and the City. This Agreement supercedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the City Manager or the Mayor and attested by the City Clerk.
25. Exhibits. All exhibits referred to in this Agreement are incorporated herein by this reference.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
“City"
ATTEST: CITY OF DIAMOND BAR
By: ______ By: ____
Kristina Santana, City Clerk Dan Fox, City Manager
Approved as to form:
By: ____
Omar Sandoval, City Attorney
"CONSULTANT"
By: ____________________________
Richard Chenette, President
Go Live Technology, Inc.
Exhibit A
Go Live Technology, Inc. Bid Response
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A.COVER LETTER
April 7, 2023
Mr. Alfredo Estevez
City of Diamond Bar
21810 Copley Drive
Diamond Bar, Ca. 921765
Subject: Project Management for Tyler EnerGov Software Implementation Proposal Dear Mr. Estevez,
Go Live Technology, Inc. is pleased to submit this proposal for Project Management services needed to assist the City of Diamond Bar with the implementation of the Tyler EnerGov Enterprise Land Management System. We appreciate the opportunity to share our approach and qualifications to help you with this important project.
As a premier provider of enterprise system implementation services, Go Live Technology has been helping public agencies with similar projects since 2006. We specialize in the selection, implementation, and optimization of enterprise systems, and we have successfully advised numerous clients on system implementations and upgrades.
We are uniquely qualified for this engagement as we have managed the City's initial City View implementation and have experience in implementing the newly selected Tyler EnerGov Land Management software. We understand the complexities and nuances of land management systems, and we have the expertise to help the City of Diamond Bar realize the full potential of the Tyler EnerGov system. Our approach to project management is based on proven methodologies and best practices, and we work collaboratively with our clients to ensure project success. Richard Chenette is a highly skilled and experienced project management professional who will be dedicated to this project and will bring his expertise to bear on the challenges that arise during the implementation.
We would be honored to partner with the City of Diamond Bar on this critical project and are committed to delivering a high-quality, timely, and cost-effective solution. We guarantee the validity of the enclosed cost proposal for the period of 120 days beyond the bid opening date of March 27, 2023.
This letter also constitutes that Go Live Technology, Inc. will meet all the City rules and regulations, and State and Federal nondiscrimination laws. We believe that our extensive experience, expertise, and commitment to excellence make us the ideal partner for the City of Diamond Bar.
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Thank you for considering our proposal. We look forward to the opportunity to discuss how our firm can help the City of Diamond Bar achieve its goals. Should you have any questions regarding this proposal, please do not hesitate to contact us.
Sincerely,
Richard Chenette, President
Go Live Technology, Inc.
21703 Ocean Vista Drive #302
Laguna Beach, CA. 92651
(949) 275-2938
[email protected]
(Authorized to bind Contractor)
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B. TECHNICAL PROPOSAL
Introduction
Legal Name of Corporation: Go Live Technology, Inc.
Contact Person for Agreement: Richard Chenette, President Mailing Address: 21703 Ocean Vista Drive #302
City, State and Zip Code: Laguna Beach, CA. 92651
E-Mail Address: [email protected]
Phone: (949) 275-2938
+
Contact Person for Proposals: Richard Chenette
Title: President
Project Manager Richard Chenette has extensive experience in managing and implementing Enterprise Land Management systems and in fact lead the City View project management implementation effort at Diamond Bar in 2006. Since that time, he has successfully managed numerous other land management systems such as Accela, Central Square, Tyler and more. Having worked with both the existing software (City View) as well as the proposed new software solution (EnerGov), Richard fully understands the effort required to deliver the scope of service and to achieve the objectives outlined in this request for proposal.
Qualifications
We are confident that our approach and qualifications will help the City of Diamond Bar to achieve its goals and objectives. We will develop with input from Tyler and city staff a detailed project plan that outlines the six phases of the project, including project initiation, project assignments, program monitoring and controlling, training, installation and integration of software, and project close and transition. Each phase is critical to the success of the project, and we have designed a plan to ensure that each task is completed efficiently and effectively. Once all project tasks have all been identified, resources will be assigned to the project and each task will clearly identify a start and finish date.
These tasks will be monitored and track throughout the project.
Our team is committed to providing exceptional service to our clients, and we will work collaboratively with the City of Diamond Bar and Tyler Technologies to ensure that the project is completed on time and within budget. We are confident that our expertise and experience will enable us to provide the city with the necessary guidance to ensure a successful implementation.
Project Management Services Proposal – Software Replacement of a Land Management System 6 Project Manager - Resume
Richard Chenette
Accomplished business executive with over 25 years of proven experience in planning, managing and delivering strategies that support business and financial objectives. Have led key initiatives to streamline business processes resulting in increased productivity and improved user satisfaction.
Respected leader, able to build highly motivated teams focused on achieving project goals.
Expertise
• Project Management • Software Implementation • Process Improvement • RFP/ Vendor Selection • Contract Negotiations • Resource Management • Change Management • Systems and Process Analysis • Vendor Management Highlights of Experience
Go Live Technology, Incorporated, President 2006 – Present Provide Project Management and Consulting Services to public sector clients since 2006. Perform strategic planning, contract and scope reviews, project management, and process improvements.
Have experience managing all aspects of the software implementation from vendor selection thru post go-live. Responsible for delivering IT projects on time and under budget. Intensive experience with a variety of IT projects including infrastructure, GIS, integration, data conversion and implementing enterprise-wide applications. Works closely with project sponsor, staff, partners and vendors to achieve project goals. Has a vast understanding of local city government applications and processes has managed financial, human resource, payroll, recreation, enterprise cashiering, utility billing, asset management, and land management system implementation and upgrades. Worked with most major vendors including Central Square, Tyler, Accela, Advanced, iNova, Vermont Systems, Bluebeam and many more.
Sphere Health Systems, Project Manager promoted to General Manager 1998 – 2006 Managed company wide software implementations. Promoted to Senior management in 2002 providing leadership to the following divisions and their managers: Client Services, Product Development, Support Services and Sales. Lead the implementation of enterprise wide financial and clinical applications. Develop procedures to improved business progresses resulting in increased productivity. Provided Chairmen and Board with regular projections, budgets, and reporting matrix.
Planned and executed annual Users Group conference, to maximize sales opportunities from existing and future clients. Demonstrate leadership skills and strategies to continuously meet Sales and Customer Service goals.
Richard Chenette – President
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C. SCOPE OF SERVICES
Go Live Technology fully understands the scope of work described in the request for proposal.
This Scope of Services outlines the responsibilities and deliverables for the Project Manager overseeing this city-wide Land Management implementation project. This project will involve city employees from every department and therefore, require coordination across all departments.
Go Live’s Project Manager will be responsible for or will assist with the following:
Project Planning: The Project Manager will be responsible for creating a comprehensive Project Plan that includes timelines, resource requirements, budgets, risks, and issues management. The plan will be reviewed and updated regularly to ensure that the project remains on track.
Communication Planning: The Project Manager will develop a Communication Plan to ensure that all stakeholders are informed about the project's progress. The plan will include communication channels, frequency, and audience.
Change Management Planning: The Project Manager will develop a Change Management Plan to anticipate and manage any changes that may occur during the project. The plan will include a change request process, change impact assessment, and change communication.
Test Planning: The Project Manager will be responsible for creating a comprehensive Test Plan that includes test scenarios, test cases, and testing schedules. The plan will ensure that the project's outcomes meet the requirements and quality standards.
Training Scheduling: The Project Manager will develop a Training Schedule to ensure that all stakeholders receive the necessary training to operate the project. The schedule will include training materials, schedules, and trainers.
Transition Planning: The Project Manager will create a Transition Plan to ensure that the project's outcomes are effectively transitioned to the end-users. The plan will include post-implementation reviews, monitoring, and support activities.
Lesson Learned Documentation: The Project Manager will be responsible for creating a Lesson Learned Document to document the project's outcomes, challenges, and successes. The document will serve as a reference for future projects and improvement opportunities.
Project Schedule Management: The Project Manager will manage the project schedule to ensure that the project milestones and deliverables are met. The Project Manager will also monitor the project's progress against the plan and adjust the plan as necessary.
Vendor Accountability: The Project Manager will hold vendors accountable for delivering their commitments and meeting the project's quality standards. The Project Manager will also manage vendor relationships and resolve any conflicts that may arise.
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Project Status Meetings: The Project Manager will conduct regular Project Status meetings to report progress, discuss issues, and resolve problems. The meetings will be attended by all stakeholders and serve as a platform for collaboration and communication.
Conclusion:
The Scope of Services contained in this proposal outlines the responsibilities and deliverables for the Go Live Project Manager overseeing your project. The Project Manager will work closely with the vendor to create a comprehensive Project Plan, while developing Communication, Change Management, Testing, Training, and Transition Plans, and will create a Lesson Learned Document, managing project schedule, holding the vendor accountable, and conducting regular Project Status meetings. The Project Manager will work closely with all departments and stakeholders to ensure the project's success.
D. CONFLICT OF INTEREST
Go Live certifies that the proposer or proposer’s representative has no financial or business relationship with the City or County that may have an impact on the outcome of this contract, nor do we have any current clients who may have a financial interest in the outcome of this contract.
E. LITIGATION
Go Live certifies that the proposer or any team member of any officers or principals have not been party to any lawsuit involving the performance of software change management duties.
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F. COST PROPOSAL
Price proposal includes our hourly rate, along with a not-to-exceed total price and is based in accordance with the City’s current scope and requirements.
Employee Hourly Rate Estimated Hours
Richard Chenette $ 125.00 1600
Total Cost $ 200,000.
*Project staff availability and hours are based upon preliminary timeline estimates. It is assumed that key City staff members are available to fully participate in required project activities and meetings.
Also, artifacts, deliverables, decisions, and milestones requiring management and staff input, effort, feedback, and approvals are provided to Go Live by defined due dates. Impacts to timelines may affect Go-Live resource availability. Go Live will work with the city to confirm the project work effort and timeline prior to the execution of the scope of services.
Throughout the project, Go Live will discuss any disruptions or changes to the timeline that may impact staffing. Alternative staffing solutions can be considered, if required. Unanticipated delays caused by the city or vendor could result in additional costs.
G. AGREEMENT
Go Live agrees to all terms and conditions of the Agreement including insurance requirements.