HomeMy WebLinkAboutAGMT - Holistic System Integration Solutions (Information Technology Services) PROFESSIONAL SERVICES AGREEMENT
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Holistic System Integration Solutions
P.O. Box 6313
La Quinta, CA 92248
760-861-6532
This Professional Service Agreement ("the Agreement") is made as of February 26,
2024 (the "Effective Date"), by and between Holistic System Integration Solutions
("Consultant"), a sole proprietorship, and the City of Seal Beach ("City"), a California
charter city, (collectively, "the Parties").
City of Seal Beach Professional Services Agreement
RECITALS
A. City desires certain professional planning services on an interim basis.
B. Pursuant to the authority provided by its City Charter and Seal Beach
Municipal Code § 3.20.025(C), the City wishes to engage Consultant to
perform the professional services defined and described in Section 1.0 of this
Agreement.
C. Consultant represents that the principal members of its firm are
information technology professionals and are fully qualified to perform the
professional services contemplated by this Agreement by virtue of its
experience, and the training, education and expertise of its principals and
employees.
D. City desires to retain Consultant as an independent contractor and
Consultant desires to serve City to perform those professional services in
accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree
as follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant's Services. In compliance with all terms, conditions and
provisions of this Agreement, Consultant shall provide those professional
services (collectively "Services") set forth in the Request for Proposals or other
solicitation ("RFP"), attached hereto as Exhibit A and incorporated herein by this
reference, and Consultant's accepted Proposal ("Proposal") attached hereto as
Exhibit B and incorporated herein by this reference, all to City's reasonable
satisfaction. The Services relate to the following City project: interim professional
planning staff services. Strictly on an on-call basis, and in compliance with all
terms, conditions and provisions of this Agreement, Consultant shall provide
those services (collectively "Services") as described in the Consultant's accepted
Proposal ("Proposal"), attached hereto as Exhibit A and incorporated herein by
this reference, all to City's reasonable satisfaction.
1.2. Agreement Documents; Order of Precedence.
1.2.1. The Agreement Documents include (i) this Agreement itself,
and (ii) the Proposal (Exhibit A); and (iii) Terms for Compliance with California
Labor Law Requirements (Exhibit B); all of which are incorporated herein by this
reference.
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City of Seal Beach Professional Services Agreement
1.2.2. In the event of any inconsistency or conflict between this
Agreement and any Exhibit or incorporated documents, the order of precedence
shall be as follows: (i) this Agreement; and then (ii) Exhibit B (Terms for
Compliance with California Labor Law Requirements); and then (iii) Exhibit A (the
Proposal), shall control. In the event there is any conflict between the Agreement,
on the one hand, and Exhibits A and B on the other hand, the Agreement shall
control.
1.3. Standard of Care. As a material inducement to City to enter into this
Agreement, Consultant hereby represents that it has the experience necessary to
undertake the Services to be provided. In light of such status and experience,
Consultant hereby covenants that it shall follow the customary professional
standards in performing all Services. City relies upon the skill of Consultant, and
Consultant's staff, if any, to do and perform the Services in a skillful, competent,
and professional manner, and Consultant and Consultant's staff, shall perform
the Services in such manner. Consultant shall, at all times, meet or exceed any
and all applicable professional standards of care generally exercised by like
professionals under similar circumstances and in a manner reasonably
satisfactory to City. The acceptance of Consultant's work by the City shall not
operate as a release of Consultant from such standard of care and workmanship.
1.4. Familiarity with Services. By executing this Agreement, Consultant
represents that, to the extent required by the standard of practice, Consultant (i)
has investigated and considered the scope and level of services to be performed,
(ii) has carefully considered how the Services should be performed, and (iii)
understands the facilities, difficulties and restrictions attending performance of
the Services under this Agreement. Consultant represents that Consultant, to the
extent required by the standard of practice, has investigated any areas of work,
as applicable, and is reasonably acquainted with the conditions therein. Should
Consultant discover any latent or unknown conditions, which will materially affect
the performance of services, Consultant shall immediately inform City of such
fact and shall not proceed except at Consultant's risk until written instructions are
received from City's Representative.
1.5. Compliance with Laws. In performing this Agreement, Consultant
shall comply with all applicable provisions of federal, state, and local law.
1.6. Additional Services. Consultant will not be compensated for any
work performed not specified in the Scope of Services unless City authorizes
such work in advance and in writing. The City Manager may authorize extra
work to fund unforeseen conditions up to the amount approved at the time of
award by the City Manager as specified in Subsections 3.1 and 3.2. Payment
for additional work in excess of this amount requires prior City Manager
authorization.
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City of Seal Beach Professional Services Agreement
2.0 Term
2.1. Original Term. The term of this Agreement shall commence on
February 26, 2024 and shall remain in full force and effect until June 30, 2025
unless sooner terminated as provided in Section 5.0 of this Agreement.
3.0 Consultant's Compensation
3.1. Original Term. In consideration of Consultant's performance of the
Services described in Section 1.0, City will pay Consultant in accordance with the
hourly rates shown on the fee schedule set forth in Exhibit A for the Services but
in no event will City pay more than the total not-to-exceed amount of $43,687.20
(forty-three thousand, six hundred eighty-seven dollars and twenty cents) for the
Term. Payment for any additional work authorized by City pursuant to Subsection
1.6 will be compensated in accordance with the fee schedule set forth in
Exhibit A, and shall not exceed the cumulative amount established by the City
Manager at the time of award for the Original Term.
4.0 Method of Payment
Consultant shall submit to City monthly invoices for all Services rendered
pursuant to this Agreement. Such invoices shall be submitted within 15 days of
the end of the month during which the Services were rendered and shall
describe in detail the Services rendered during the period, the days worked,
number of hours worked, the hourly rates charged, and the Services performed
for each day in the period. City will pay Consultant within 30 days of receiving
Consultant's invoice. City will not withhold any applicable federal or state payroll
and other required taxes, or other authorized deductions from payments made
to Consultant.
5.0 Termination
5.1. Termination by City.
5.1.1. This Agreement may be terminated by City, without cause,
upon giving Consultant written notice thereof not less than 30 days prior to the
date of termination.
5.1.2. This Agreement may be terminated by City upon 10 days'
notice to Consultant if Consultant fails to provide satisfactory evidence of renewal
or replacement of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of the previous policy.
5.2. Termination by Consultant. This Agreement may be terminated by
Consultant based on reasonable cause, by serving written notice of termination
to City, provided that Consultant has first served City with a written notice of
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City of Seal Beach Professional Services Agreement
default and demand to cure, and City has failed to cure such default within 30
days of receipt of such notice.
5.3. Obligations Upon Termination. Unless otherwise specified in the
notice of termination, Consultant shall cease all work under this Agreement
immediately upon receipt of notice of termination from City under Subsection 5.1,
or immediately upon City's acknowledgment of receipt of Consultant's notice of
termination to City under Subsection 5.1. Upon termination, City shall be
immediately given title to and possession of all Work Product (as defined in
Subsection 11.1 of this Agreement) and all other documents, writings, and/or
deliverables produced or developed pursuant to this Agreement. Provided that
Consultant is not then in breach, City shall pay Consultant for any portion of the
Services completed prior to termination, based on the reasonable value of the
Services rendered. If said termination occurs prior to completion of any specific
task for which a payment request has not been received, the charge for Services
performed shall be the reasonable value of such Services, based on an amount
agreed to by City and Consultant. City shall not be liable for any costs other than
the charges or portions thereof which are specified herein. In no event shall
Consultant be entitled to payment for unperformed services or services within the
Scope of Services performed prior to the effective date of this Agreement; and
Consultant shall not be entitled to receive more than the amount that would be
paid to Consultant for the full performance of the Services up to date of
termination. Consultant shall have no other claim against City by reason of such
termination, including any claim for compensation or damages.
6.0 Party Representatives
6.1. The City Manager is City's representative for purposes of this
Agreement.
6.2. Angelica Zarco is the Consultant's primary representative for
purposes of this Agreement. Angelica Zarco shall be responsible during the
term of this Agreement for directing all activities of Consultant and devoting
sufficient time to personally supervise the Services hereunder. Consultant may
not change its representative without the prior written approval of City, which
approval shall not be unreasonably withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be
deemed made when personally delivered or when mailed 48 hours after deposit
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211-8th Street
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City of Seal Beach Professional Services Agreement
Seal Beach, California 90740
Attn: City Manager
To Consultant: Holistic System Integration Solutions
P.O. Box 6313
La Quinta, CA 92248
Attn: Angelica Zarco
7.2. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
8.0 Permits and Licenses
Consultant and all of Consultant's employees and other personnel shall obtain
and maintain during the Agreement term all necessary licenses, registrations,
permits and certificates required by law for the provision of the Services under
this Agreement, including a business license as required by the Seal Beach
Municipal Code.
9.0 Independent Contractor
9.1. Consultant is an independent contractor and not an employee of
City. All work or other Services provided pursuant to this Agreement shall be
performed by Consultant or by Consultant's employees or other personnel under
Consultant's supervision. Consultant will determine the means, methods, and
details by which Consultant's employees and other personnel will perform the
Services. Consultant shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the Services and
compliance with the customary professional standards.
9.2. All of Consultant's employees and other personnel performing any
of the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction
and control. Consultant and Consultant's personnel shall not supervise any of
City's employees; and City's employees shall not supervise Consultant's
personnel. Consultant's personnel shall not wear or display any City uniform,
badge, identification number, or other information identifying such individual as
an employee of City; and Consultant's personnel shall not use any City e-mail
address or City telephone number in the performance of any of the Services
under this Agreement. Consultant shall acquire and maintain at its sole cost and
expense such vehicles, equipment and supplies as Consultant's personnel
require to perform any of the Services required by this Agreement. Consultant
shall perform all Services off of City premises at locations of Consultant's choice,
except (i) as otherwise required for the performance of Services on City real
property, facilities, vehicles or equipment; (ii) as otherwise may from time to time
be necessary in order for Consultant's personnel to receive projects from City,
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City of Seal Beach Professional Services Agreement
review plans on file at City, pick up or deliver any work product related to
Consultant's performance of any Services under this Agreement, or (iii) as may
be necessary to inspect or visit City locations and/or private property to perform
such Services. City may make a computer available to Consultant from time to
time for Consultant's personnel to obtain information about or to check on the
status of projects pertaining to the Services under this Agreement.
9.3. In addition to all other provisions of this Agreement, Consultant
shall be responsible for and pay all wages, salaries, benefits and other amounts
due to Consultant's personnel in connection with their performance of any
Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel,
including, but not limited to: Social Security taxes, other retirement or pension
benefits, income tax withholding, unemployment insurance, disability insurance,
and workers' compensation insurance. Notwithstanding any other agency, State,
or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant
and any of its officers, employees, agents, servants, and subcontractors
providing any of the Services under this Agreement shall not become entitled to,
and hereby waive any claims to, any wages, salaries, compensation, benefit or
any incident of employment by City, including but not limited to, eligibility to enroll
in, or reinstate to membership in, the California Public Employees Retirement
System ("PERS") as an employee of City, and entitlement to any contribution to
be paid by City for employer contributions or employee contributions for PERS
benefits.
9.4. Consultant shall defend, indemnify and hold harmless City, its
elected and appointed officials, officers, employees, agents, servants, volunteers,
and those City agents serving as independent contractors in the role of City
officials, from any and all liability, damages, claims, costs and expenses of any
nature to the extent arising from, caused by, or relating to Consultant's personnel
practices. or to the extent arising from, caused by or relating to the violation of
any of the provisions of this Section 9.0. In addition to all other remedies
available under law, 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 Consultant's failure to promptly pay to City any
reimbursement or indemnification arising under this Section. This duty of
indemnification is in addition to Consultant's duty to defend, indemnify and hold
harmless as set forth in any other provision of this Agreement. Consultant's
covenants and obligations under this Section shall survive the expiration or
termination of this Agreement.
10.0 PERS Compliance and Indemnification
10.1. General Requirements. The Parties acknowledge that City is a local
agency member of PERS, and as such has certain pension reporting and
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City of Seal Beach Professional Services Agreement
contribution obligations to PERS on behalf of qualifying employees. Consultant
agrees that, in providing its employees and any other personnel to City to
perform any work or other Services under this Agreement, Consultant shall
assure compliance with the Public Employees' Retirement Law ("PERL"),
commencing at Government Code § 20000, as amended by the Public
Employees' Pension Reform Act of 2013 ("PEPRA"), and the regulations of
PERS, as amended from time to time. Without limitation to the foregoing,
Consultant shall assure compliance with regard to personnel who have active or
inactive membership in PERS and to those who are retired annuitants and in
performing this Agreement shall not assign or utilize any of its personnel in a
manner that will cause City to be in violation of the PERL, PEPRA or any other
applicable retirement laws and regulations.
10.2. Indemnification. To the maximum extent permitted by law,
Consultant shall defend, indemnify and hold harmless City, its elected and
appointed officials, officers, employees, agents, servants, volunteers, and those
City agents serving as independent contractors in the role of City officials, from
any and all liability, damages, claims, costs and expenses of any nature to the
extent arising from, caused by, or relating to Consultant's violation of any
provisions of this Section 10.0. This duty of indemnification is in addition to
Consultant's duty to defend, indemnify and hold harmless as set forth in any
other provision of this Agreement. Consultant's covenants and obligations under
this Section shall survive the expiration or termination of this Agreement.
11.0 Ownership of Work Product
11.1. Unless otherwise agreed upon in writing, all field notes and other
notes, draft and final reports, drawings, specifications, data, surveys, studies,
plans, maps, models, photographs, images, ideas, concepts, designs including
but not limited to website designs, source code, object code, computer files,
electronic data and/or electronic files, other media of any kind whatsoever, and
any other documents and written material of any kind, created, developed,
prepared or used by Consultant in the performance of this Agreement
(collectively "Work Product") shall be considered "works made for hire," for the
benefit of City. Upon completion of, or in the event of termination or expiration of
this Agreement, all Work Product and any and all intellectual property rights
arising from their creation, including, but not limited to, all copyrights and other
proprietary rights, shall be and remain the property of City without restriction or
limitation upon their use, duplication or dissemination by City upon final payment
being made in accordance with Subsection 5.3, and may be used, reused or
otherwise disposed of by City for any purpose without Consultant's consent;
provided that any use, reuse or modification of the Work Product by City for any
purpose other than the purpose for which the Work Product was prepared or
provided under this Agreement shall be at City's own risk. Consultant shall not
obtain or attempt to obtain copyright protection as to any of the Work Product.
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City of Seal Beach Professional Services Agreement
11.2. Consultant hereby assigns to City all ownership and any and all
intellectual property rights to the Work Product that are not otherwise vested in
City pursuant to Subsection 11.1.
11.3. Consultant warrants and represents that it has secured all
necessary licenses, consents or approvals to use any instrumentality, thing or
component as to which any intellectual property right exists, including computer
software, used in the rendering of the Services and the production of all Work
Product produced under this Agreement, and that City has full legal title to and
the right to reproduce the Work Product for any purpose. Consultant shall
defend, indemnify and hold City, its elected and appointed officials, officers,
employees, agents, servants, attorneys, volunteers, and those City agents
serving as independent contractors in the role of City officials, harmless from any
loss, claim or liability in any way related to a claim that City's use of any of the
Work Product violates federal, state or local laws, or any contractual provisions,
or any laws relating to trade names, licenses, franchises, copyrights, patents or
other means of protecting intellectual property rights and/or interests in products
or inventions. Consultant shall bear all costs arising from the use of patented,
copyrighted, trade secret or trademarked documents, materials, equipment,
devices or processes in connection with its provision of the Services and Work
Product produced under this Agreement. In the event the use of any of the Work
Product or other deliverables hereunder by City is held to constitute an
infringement and the use of any of the same is enjoined, Consultant, at its
expense, shall: (i) secure for City the right to continue using the Work Product
and other deliverables by suspension of any injunction, or by procuring a license
or licenses for City; or (ii) modify the Work Product and other deliverables so that
they become non-infringing while remaining in compliance with the requirements
of this Agreement. Consultant's covenants and obligations under this Section
shall survive the expiration or termination of this Agreement.
11.4. Upon expiration or termination of the Agreement, Consultant shall
deliver to City all Work Product and other deliverables related to any Services
performed pursuant to this Agreement without additional cost or expense to City.
If Consultant prepares a document on a computer, Consultant shall provide City
with said document both in a printed format and in an electronic format that is
acceptable to City.
12.0 Confidentiality
12.1. Consultant may have access to financial, accounting, statistical,
and personnel data of individuals and City employees, trade secrets, and/or other
information that may be protected under other applicable laws relating to privacy,
confidentiality and/or privilege. Consultant covenants that all Work Product (as
defined in Subsection 11.1) and/or any other data, documents, writings,
discussion or other information created, developed, received or provided by
Consultant for performance of this Agreement are confidential unless such
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City of Seal Beach Professional Services Agreement
information is in the public domain or already known to Consultant. Consultant
shall not release or disclose any such Work Product, data, documents, writings,
discussion or other information to persons or entities other than City without prior
written authorization by City. City shall grant such authorization if applicable law
requires disclosure. Consultant, its officers, employees, agents, servants, and/or
subcontractors shall not without written authorization from the City Manager or
unless requested in writing by the City Attorney, voluntarily provide declarations,
letters of support, testimony at depositions, response to interrogatories or other
information concerning the Services performed under this Agreement or relating
to any project or property located within City. Response to a subpoena or court
order shall not be considered "voluntary," provided Consultant gives City timely
notice of such court order or subpoena.
12.1. Consultant shall promptly notify City should Consultant, its officers,
employees, agents, servants, and/or subcontractors be served with any
summons, complaint, subpoena, notice of deposition, request for documents,
interrogatories, request for admissions or other discovery request, court order or
subpoena from any party regarding this Agreement and the work performed
thereunder or with respect to any project or property located within City. City
may, but has no obligation to, represent Consultant or be present at any
deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to
discovery requests provided by Consultant. However, City's right to review any
such response does not imply or mean the right by City to control, direct or
rewrite the response.
12.2. Consultant's covenants and obligations under this Section shall
survive the termination or expiration of this Agreement.
13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of City. Consultant is fully responsible to City for the performance of
any and all subcontractors, and Consultant shall monitor and review all work
and other services performed by any subcontractor to ensure that all Services
performed by such subcontractor comply with the requirements and provisions
of this Agreement.
14.0 Prohibition Against Assignment, Transfer or Delegation
Consultant shall not assign or transfer this Agreement or any of its rights,
obligations or interest in this Agreement, or delegate any of its duties under this
Agreement, either in whole or in part, without City's prior written consent, which
may be withheld for any reason. Any purported assignment, transfer or
delegation without City's consent shall be void and without effect, and shall
entitle City to terminate this Agreement.
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15.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all
Services and other matters covered under this Agreement, including but
expressly not limited to, all Services performed, salaries, wages, payroll,
invoices, time cards, cost control sheets, costs, expenses, receipts and other
records and Work Product with respect to this Agreement. Consultant shall
maintain adequate records on the Services provided in sufficient detail to
permit an evaluation of all Services in connection therewith. All such records
shall be clearly identified and readily accessible. Upon 24 hours' notice by City,
during regular business hours Consultant shall provide City with free access to
such records, and the right to examine and audit the same and to make copies
and transcripts as City deems necessary, and shall allow inspection of all
program data, information, documents, proceedings and activities and all other
matters related to the performance of the Services under this Agreement.
Consultant shall retain all financial and program service records and all other
records related to the Services and performance of this Agreement for at least
three (3) years after expiration, termination or final payment under this
Agreement, whichever occurs later. City's rights under this Section 15.0 shall
survive for three (3) years after expiration, termination or final payment under
this Agreement, whichever occurs later.
16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner
as to provide safety to the public and to meet or exceed the safety standards
outlined by CAL OSHA and other applicable state and federal laws. City may
issue restraint or cease and desist orders to Consultant when unsafe or harmful
acts are observed or reported relative to the performance of the Services.
Consultant shall maintain the work sites free of hazards to persons and property
resulting from its operations. Consultant shall immediately report to City any
hazardous condition noted by Consultant.
17.0 Insurance
17.1. General Requirements. Consultant shall not commence work under
this Agreement until it has provided evidence satisfactory to City that Consultant
has secured all insurance required under this Section.
17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its
sole cost and expense, procure, maintain and keep in full force and effect for
the duration of the Agreement, insurance against claims for injuries to persons
or damages to property that may arise from or in connection with the
performance of this Agreement, as follows:
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17.2.1. Commercial General Liability Insurance: Consultant shall
maintain limits no less than $2,000,000 per occurrence for bodily injury, death,
personal injury and property damage; and if Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit: Coverage shall be at
least as broad as the latest version of Insurance Services Office Commercial
General Liability coverage (occurrence form CG 0001). If Consultant is a limited
liability company, the commercial general liability coverage shall be amended so
that Consultant and its managers, affiliates, employees, agents, servants, and
other persons necessary or incidental to its operation are insureds;
17.2.2. Automobile Liability Insurance: Consultant shall maintain
limits no less than $1,000,000 per accident for bodily injury and property
damage. Coverage shall be at least as broad as Automobile Liability: Insurance
Services Office Business Auto Coverage form number CA 0001, code 1 (any
auto)..
17.2.3. Workers' Compensation Insurance in the amount required
by law; and Employer's Liability Insurance: with limits of at least $1,000,000 per
accident and in the aggregate for bodily injury or disease;
17.2.4. Professional Liability (or Errors and Omissions) Liability
Insurance: Consultant shall maintain professional liability (or errors and
omissions liability) insurance that covers the Services to be performed in
connection with this Agreement, with minimum limits of $1,000,000 per
claim/aggregate. Any policy inception date, continuity date, or retroactive date
must be before the effective date of this Agreement. If a "claims made" policy is
provided, then the policy shall be endorsed to provide an extended reporting
period of not less than three years.
17.2.5. Cyber Security & Privacy Liability Insurance. Service
Provider shall procure and maintain Cyber Security and Privacy Liability
insurance with limits of $1,000,000 per occurrence and $2,000,000 general
aggregate which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination, or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems, including hacker or denial of service
attacks.
c. Liability arising from the failure of technology products (software) required
under the contract for Service Provider to properly perform the services
intended.
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City of Seal Beach Professional Services Agreement
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep-
linking or framing, and infringement or violation of intellectual property
rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims-made basis, Service Provider shall
maintain such coverage for an additional period of three (3) years following
termination of the contract. Required Endorsements — a 30-day notice of
cancellation.
17.3. Acceptability of Insurers. The Insurance policies required under this
Section shall be placed with insurers with a current A.M. Best's rating no less
than A:VIII, licensed to do business in California, and satisfactory to City.
17.4. Additional lnsureds.
17.4.1. For general liability insurance, City, its elected and
appointed officials, officers, employees, agents, servants, volunteers, and those
City agents serving as independent contractors in the role of City officials shall be
covered as additional insureds with respect to the services or operations
performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work.
17.4.2. For automobile liability insurance, City, its elected and
appointed officials, officers, employees, agents, servants, volunteers and those
City agents serving as independent contractors in the role of City officials, shall
be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible.
17.4.3. These additional insured provisions shall also apply to any
excess/umbrella liability policies.
17.5. Cancellations or Modifications to Coverage. The insurance
policies shall contain the following provisions, or Consultant shall provide
endorsements on forms supplied or approved by City to state: (i) coverage shall
not be suspended, voided, reduced or canceled except after 30 days (or ten
days for nonpayment) prior written notice by certified mail, return receipt
requested, has been given to City; (ii) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not
affect coverage provided to City, its elected and appointed officials, officers,
employees, agents, servants, volunteers, and those City agents serving as
independent contractors in the role of City officials;
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City of Seal Beach Professional Services Agreement
17.6. Primary and Non-Contributing. Coverage shall be primary
insurance as respects City, its elected and appointed officials, officers,
employees, agents, servants, volunteers, and those City agents serving as
independent contractors in the role of City officials, or if excess, shall stand in
an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage and that any insurance or self-insurance maintained by
City, its elected and appointed officials, officers, employees, agents, servants,
volunteers and those City agents serving as independent contractors in the role
of City officials, shall be excess of the Consultant's insurance and shall not be
called upon to contribute with it;
17.7. Separation of Insureds. Each insurance policy shall contain
standard separation of insureds provisions and shall not contain any special
limitations on the scope of protection afforded to City, its elected and appointed
officials, officers, employees, agents, servants, volunteers and those City agents
serving as independent contractors in the role of City officials.
17.8. Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions shall be declared to and approved by City. Consultant
guarantees that, at the option of City, either: (i) the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects City, its elected
and appointed officials, officers, employees, agents, servants, volunteers and
those City agents serving as independent contractors in the role of City officials;
or (ii) Consultant shall procure a bond guaranteeing payment of losses and
related investigation costs, claims and administrative and defense expenses.
17.9. Waiver of Subrogation. Each insurance policy required by this
Agreement shall expressly waive the insurer's right of subrogation against City,
its elected and appointed officials, officers, employees, agents, servants,
volunteers and those City agents serving as independent contractors in the role
of City officials. Consultant hereby waives its own right of recovery and all rights
of subrogation against City; and shall require similar express written waivers from
any subcontractor.
17.10. Enforcement of Agreement Provisions (Non-Estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on City's part to
inform Consultant of non-compliance with any insurance requirement does not
impose additional obligations on City, nor does it waive any rights hereunder.
17.11. City Remedy for Noncompliance. If Consultant does not maintain
the policies of insurance required under this Section in full force and effect during
the term of this Agreement, or in the event any of Consultant's policies do not
comply with the requirements under this Section, City may either immediately
terminate this Agreement or, if insurance is available at a reasonable cost, City
may, but has no duty to, take out the necessary insurance and pay, at
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City of Seal Beach Professional Services Agreement
Consultant's expense, the premium thereon. Consultant shall promptly reimburse
City for any premium paid by City or City may withhold amounts sufficient to pay
the premiums from payments due to Consultant.
17.12. Evidence of Insurance. Prior to the performance of Services under
this Agreement, Consultant shall furnish City with original certificates of
insurance and all original endorsements evidencing and effecting the coverages
required under this Section on forms satisfactory to and approved by City. The
certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by City if requested. Consultant may provide complete, certified
copies of all required insurance policies to City. Consultant shall maintain current
endorsements on file with City's Risk Manager. All certificates and endorsements
shall be received and approved by City before work commences. City also
reserves the right to require complete, certified copies of all required insurance
policies, at any time. Consultant shall also provide proof to City that insurance
policies expiring during the term of this Agreement have been renewed or
replaced with other policies providing at least the same coverage. Consultant
shall furnish such proof at least two weeks prior to the expiration of the
coverages.
17.13. Insurance Requirements Not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given coverage
feature is for purposes of clarification only as it pertains to a given issue and is
not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
17.14. Broader Coveraqe/Hiqher Limits. No representation is made that
the minimum insurance requirements of this Agreement are sufficient to cover
the obligations of Consultant under this Agreement. Consultant may also procure
and maintain, at its own cost and expense, any additional kinds of insurance,
which in its own judgment may be necessary for its proper protection and
prosecution of the Services. If Consultant maintains broader coverage and/or
higher limits than the minimums required above, City requires and shall be
entitled to the broader coverage and/or the higher limits maintained by
Consultant.
17.15. Timely Notice of Claims. Contractor shall give City prompt and
timely notice of demands or claims made or suits instituted that arise out of or
result from Contractor's performance under this Agreement, and that involve or
may involve coverage under any of the required insurance policies.
18.0 Indemnification, Hold Harmless, and Duty to Defend
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City of Seal Beach Professional Services Agreement
18.1. Indemnities.
18.1.1. To the fullest extent permitted by law, Consultant shall, at its
sole cost and expense, protect, defend, hold harmless and indemnify City, its
elected and appointed officials, officers, attorneys, employees, agents, servants,
volunteers, successors, assigns and those City agents serving as independent
contractors in the role of City officials (collectively "Indemnitees" in this Section
18.0), from and against any and all damages, costs, expenses, liabilities, claims,
demands, causes of action, proceedings, judgments, penalties, bid protests, stop
notices, liens or losses of any nature whatsoever, including but not limited to fees
of accountants, attorneys and other professionals, and all costs associated
therewith, and the payment of all consequential damages (collectively "Claims"),
in law or equity, whether actual, alleged or threatened, to property or persons,
including but not limited to, bodily injury, death, personal injury and property
damage, in any manner arising out of, claimed to arise out of, pertaining to, or
relating to the breach of this Agreement and/or any acts, errors, omissions,
negligence or willful misconduct of Consultant, its officers, agents, servants,
employees, contractors, subcontractors, subconsultants, materialmen, or
suppliers, or their officers, agents, servants or employees (or any entity or
individual for whom Consultant shall bear legal liability) in the performance of the
Services and/or this Agreement, except to the extent the Claims arise from the
sole negligence or willful misconduct of the Indemnitees as determined by final
arbitration or court decision or by the agreement of the Parties. Consultant shall
defend the Indemnitees in any action or actions filed in connection with any
Claims with counsel of the Indemnitees' choice, and shall pay all costs and
expenses, including all attorneys' fees and experts' costs actually incurred in
connection with such defense. Consultant shall reimburse the Indemnitees for
any and all legal expenses and costs incurred by the Indemnitees in connection
therewith.
18.1.2. Consultant shall defend, indemnify and hold harmless City
in accordance with Sections 9.0 and 10.0.
18.2. Subcontractor Indemnification. Consultant shall obtain executed
indemnity agreements with provisions identical to those in this Section 18.0 from
each and every subcontractor, subconsultant, or any other person or entity
involved by, for, with or on behalf of Consultant in the performance of this
Agreement. If Consultant fails to obtain such indemnity agreements, Consultant
shall be fully responsible and indemnify, hold harmless and defend the
Indemnitees from and against any and all Claims in law or equity, whether actual,
alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or
relating to, the breach of this Agreement, any acts, errors, omissions, negligence
or willful misconduct of Consultant's subcontractor, subconsultant or other person
or entity, and its officers, agents, servants, employees, materialmen, contractors,
subcontractors and/or subconsultants, or their officers, agents, servants or
employees (or any entity or individual for whom Consultant's subcontractor,
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City of Seal Beach Professional Services Agreement
subconsultant and/or such other person or individual shall bear legal liability) in
the performance of the Services or this Agreement, except to the extent the
Claims arise from the sole negligence or willful misconduct of the Indemnitees as
determined by final arbitration or court decision or by the agreement of the
Parties.
18.3. Workers' Compensation Acts Not Limiting. Consultant's
indemnification obligations under this Section, or any other provision of this
Agreement, shall not be limited by the provisions of any workers' compensation
act or similar act. Consultant expressly waives its statutory immunity under such
statutes or laws as to City, its elected and appointed officials, officers,
employees, agents, servants, volunteers and those City agents serving as
independent contractors in the role of City officials.
18.4. Indemnification Not Limited By Insurance. Procurement of
insurance by Consultant is not and shall not be construed as a limitation of
Consultant's liability, or as a waiver of or limitation on full performance of
Consultant's duties of defense and indemnification, under this Section 18.0 or
under any other provision of this Agreement. Consultant's defense and
indemnification obligations under this Agreement shall apply regardless of
whether or not any insurance policies are determined to be applicable to the
Claims or Liabilities asserted against City or any of the other Indemnitees as
defined in this Section 18.0, and Consultant's defense and indemnification
obligations under this Agreement shall not be restricted to insurance proceeds, if
any, received by Consultant, City, or any of the other Indemnitees.
18.5. Survival of Terms. Consultant's covenants and obligations under
this Section 18.0 shall survive the expiration or termination of this Agreement.
19.0 Non-Discrimination and Equal Employment Opportunity
Consultant affirmatively represents that it is an equal opportunity employer. In the
performance of this Agreement, Consultant covenants that it shall not
discriminate, harass or retaliate against any of its employees, applicants for
employment, contractors, subcontractors or subconsultants because or on
account of race, religion, color, national origin, handicap, ancestry, sex, gender,
sexual orientation, gender identity, gender expression, marital status, national
origin, ancestry, age, physical disability, mental disability, medical condition,
genetic information, military or veteran status, or any other basis prohibited by
law. Consultant further covenants that in the performance of this Agreement,
Consultant shall not discriminate, harass or retaliate against City, its elected or
appointed officials, officers, employees, agents, servants, volunteers, those City
agents serving as independent contractors in the role of City officials,
consultants, contractors, subcontractors, or subconsultants, on any basis
prohibited by law.
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City of Seal Beach Professional Services Agreement
20.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part,
constitute "public works" as defined in the California Labor Code, Consultant
shall comply in all respects with all applicable provisions of the California Labor
Code, including those set forth in Exhibit C, attached hereto and incorporated
by reference herein.
22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both
Parties.
23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
24.0 Government Code Claim Compliance
In addition to any and all requirements of this Agreement pertaining to notices of
and requests for compensation or payment for additional services, disputed work,
claims and/or changed conditions, Consultant must comply with the claim
procedures set forth in Government Code Section 900 et seq. prior to filing any
lawsuit against City. Such Government Code claims and any subsequent lawsuit
based upon the Government Code claims shall be limited to those matters that
remain unresolved after all procedures pertaining to additional services, disputed
work, claims, and/or changed conditions have been followed by Consultant. If no
such Government Code claim is submitted, or if any prerequisite contractual
requirements are not otherwise satisfied as specified herein, Consultant shall be
barred from bringing and maintaining a lawsuit against City.
25.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws
of the State of California, except that any rule of construction to the effect that
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City of Seal Beach Professional Services Agreement
ambiguities are to be resolved against the drafting party shall not be applied in
interpreting this Agreement. Orange County, California, shall be the venue for
any action or proceeding that may be brought by reason of, that arises out of,
and/or relates to any dispute under this Agreement (whether contract, tort or
both).
26.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement
and their respective successors and assigns, and no other person or entity shall
be deemed to have any rights hereunder against either party by virtue of this
Agreement.
27.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City
under this Agreement shall impair any right, power or remedy of City, nor shall it
be construed as a waiver of, or consent to, any breach or default. No waiver of
any breach, any failure of a condition, or any right or remedy under this
Agreement shall be (i) effective unless it is in writing and signed by the Party
making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach,
failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing
waiver unless the writing expressly so states.
28.0 Prohibited Interests; Conflict of Interest
28.1. Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or
which would conflict in any manner with the performance of the Services.
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 the Services. Consultant shall not accept any
employment or representation during the term of this Agreement which is or may
likely make Consultant "financially interested" (as provided in California
Government Code §§ 1090 and 87100) in any decision made by City on any
matter in connection with which Consultant has been retained.
28.2. Consultant further warrants and maintains that it has not employed
or retained any person or entity, other than a bona fide employee working
exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant
paid or agreed to pay any person or entity, other than a bona fide employee
working exclusively for Consultant, any fee, commission, gift, percentage, or any
other consideration contingent upon the execution of this Agreement. Upon any
breach or violation of this warranty, City shall have the right, at its sole and
absolute discretion, to terminate this Agreement without further liability, or to
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City of Seal Beach Professional Services Agreement
deduct from any sums payable to Consultant hereunder the full amount or value
of any such fee, commission, percentage or gift.
28.3. Consultant warrants and maintains that it has no knowledge that
any officer or employee of City has any interest, whether contractual, non-
contractual, financial, proprietary, or otherwise, in this transaction or in the
business of Consultant, and that if any such interest comes to the knowledge of
Consultant at any time during the term of this Agreement, Consultant shall
immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited "conflict of interest" under
applicable laws as described in this Section.
29.0 Final Payment Acceptance Constitutes Release
The acceptance by Consultant of the final payment made under this Agreement
shall operate as and be a release of City from all claims and liabilities for
compensation to Consultant for anything done, furnished or relating to
Consultant's work or services. Acceptance of payment shall be any negotiation
of City's check or the failure to make a written extra compensation claim within
ten calendar days of the receipt of that check. However, approval or payment by
City shall not constitute, nor be deemed, a release of the responsibility and
liability of Consultant, its employees, subcontractors, agents, and servants for the
accuracy and competency of the information provided and/or work performed;
nor shall such approval or payment be deemed to be an assumption of such
responsibility or liability by City for any defect or error in the work prepared by
Consultant, its employees, subcontractors, agents and servants.
30.0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall
correct, at its expense, all errors in the work which may be disclosed during City's
review of Consultant's report or plans. Should Consultant fail to make such
correction in a reasonably timely manner, such correction may be made by City,
and the cost thereof shall be charged to Consultant. In addition to all other
available remedies, City may deduct the cost of such correction from any
retention amount held by City or may withhold payment otherwise owed
Consultant under this Agreement up to the amount of the cost of correction.
31.0 Non-Appropriation of Funds
Payments to be made to Consultant by City for any Services performed within
the current fiscal year are within the current fiscal budget and within an available,
unexhausted fund. In the event that City does not appropriate sufficient funds for
payment of Consultant's Services beyond the current fiscal year, this Agreement
shall cover payment for Consultant's Services only to the conclusion of the last
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City of Seal Beach Professional Services Agreement
fiscal year in which City appropriates sufficient funds and shall automatically
terminate at the conclusion of such fiscal year.
32.0 Mutual Cooperation
32.1. City's Cooperation. City shall provide Consultant with all pertinent
data, documents and other requested information as is reasonably available for
Consultant's proper performance of the Services required under this Agreement.
32.2. Consultant's Cooperation. Consultant agrees to work closely and
cooperate fully with City's representative and any other agencies that may have
jurisdiction or interest in the work to be performed. In the event any claim or
action is brought against City relating to Consultant's performance of Services
rendered under this Agreement, Consultant shall render any reasonable
assistance that City requires.
33.0 Time of the Essence ., 4
4 r `t
Time is of the essence in respect to all provisions of this Agreement that specify
a time for performance; provided, however, that the foregoing shall not be
construed to limit or deprive a Party of the benefits of any grace or use period
allowed in this Agreement.
34.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from
the losing party all of its attorneys' fees and other costs incurred in connection
therewith.
35.0 Titles and Headings
The titles and headings used in this Agreement are for convenience only and
shall in no way define, limit or describe the scope or intent of this Agreement or
any part of it.
36.0 Recitals
City and Consultant acknowledge that the above Recitals are true and correct
and are hereby incorporated by reference into this Agreement.
37.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
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City of Seal Beach Professional Services Agreement
between the terms of any exhibit so incorporated and the terms of this
Agreement, the terms of this Agreement shall control.
38.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to execute this Agreement on behalf of said party and that
by his or her execution, the Consultant is formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first
above written.
CITY OF SAL BE A CONSULTANT: Holistic System
•, + aneptin Integration Solutions
By:
Jill R. Ingram, City Manager Name: Angelica�� �., Its: President
Y p" "�b
Attest: Ilk �?-Q� 4By:
o;� o Name:t��i�����. *-- �By: 1►.I...1r1�►
GIo 5 a p , Ci \, • R, : 4= '`� (Please note, two signatures required
'NGE C� for corporations pursuant to California
Corporations Code Section 313 from
Approved as to rm: each of the following categories: (i) the
chairperson of the board, the president
or any vice president, and (ii) the
By: secretary, any assistant secretary, the
Nicholas Ghirelli, City Attorney chief financial officer or any assistant
treasurer of such corporation.)
PROOF OF AUTHORITY TO BIND
CONTRACTING PARTY REQUIRED
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City of Seal Beach Professional Services Agreement
EXHIBIT A
PROPOSAL
(Consultant's Proposal for Services)
City of Seal Beach Professional Services Agreement
LLIFT1
HOLISTIC
SYSTEM INTEGP4T ON SOLUTIONS
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Proposal:
City of Seal Beach
Consulting Assistance for Implementation of
Tyler's EnerGov Civic Services Software
Angelica Zarco C
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P.O. Box 6313 ;'� 9•
La Quinta, CA. 92248 % ,
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Office (760) 861-6532 •
azarco holistics stemint.com ••••
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www.holisticsystem-int.com
Page 1
January 16, 2023
Alexa Smittle
Community Development Director
City of Seal Beach, California
asmittle(a sealbeachca.dov
RE: Consulting Assistance for Implementation of Tyler's EnerGov, Community Development Software
System
Dear Ms. Smittle,
Holistic System Integration Solutions is pleased to submit this proposal to the City of Seal Beach
Community Development Department, to provide Consulting Assistance for Implementation of Tyler's,
EnerGov Civic Services Software.
The City of Seal Beach has entered into a Software as a Service (SaaS) agreement with Tyler
Technologies, Inc.for their Tyler EnerGov Civic Services Software. Purchase of the software is aligned with
the City Council's strategic objective for Community Development to identify process improvements. In
order to avoid a gap in service and pursue future system goals, the City of Seal Beach desires to
supplement their staff resources by contracting a project partner that possesses Community Development
software system implementation and process integration exper ence.
Holistic looks forward to working with the City of Seal Beacli to develop a model for efficient business
operations that safely delivers development services to its cu:;tomers. Thank you for consideration of our
proposal.
Sincerely,
Holistic System Integration Solutions Angelica Zarco
President/CEO
Page 2
SCOPE OF WORK
Provide Consulting Assistance for Implementation of Tyler's, EnerGov software system to include the following:
• Configuration/Business Process Integration
• Workflow Development
• Fee Schedule/Structure configuration
• System Reports Development Coordination (Forms/Documents/Reports)
• GIS Coordination
• Testing
• Data mapping guidance for data migration
• Develop Standard Operating Procedures (SOP's)
• Develop Training materials
• Conduct Staff training
• Ticket creation to report system issues, monitoring and follow through to resolution
• Conduct one-on-one and/or group sessions with City staff
• Remote support services via phone/video conference
• On-site project management/support services—To be scheduled and agreed upon between City and HSIS
• Electronic Plan Review Implementation/integration
• Develop Process/Project Action Team's to accomplish project goals
• GoLive-40 hours onsite implementation support during week of GoLive
Optional Services
• Attend bi-weekly team meeting(s)via phone/video conference
• SQL/Cognos/Crystal Report Writer services
Coordinate temporary services to be directly contracted by City
• GIS Consultant
Coordinate temporary services to be directly contracted by City
Page 3
QUALIFICATIONS
HOLISTIC SYSTEM INTEGRATION SOLUTIONS
OUR PURPOSE
Based in Riverside County, Holistic System Integration
Solutions is dedicated to providing smart holistic solutions for PEOPLE
software implementation and process integration.
Holistic's in-depth understanding of land management systems,
comprehensive knowledge of municipal land development `
processes and proven system implementation/integration CULTURE PROCESS
experience, paired with our client's desires to achieve future I
system goals and capitalize on their investment while delivering
exceptional customer service,ensures seamless and streamlined
collaborations. TECHNOLOGY
Holistic has developed streamlined solutions that utilize a holistic
approach to system design and integration by balancing four
major elements that are key to successful system implementation— People, Culture, Process, and Technology.
This approach delivers system integration on a global scale while taking-into-account and minimizing adverse
impacts to the organization.
EXECUTION STRATEGY
Our success is attributed to an execution strategy that incorporates the Lean Six Sigma. DMAIC (Define,
Measure, Analyze, Improve, Control) method to software implementation/integration. The DMAIC approach
allows them to continually identify and apply improvements to tusiness processes through software system
design that result in enhanced system performance.
Change management strategies are also built into our programs to assist with the least impactful introduction of
end-users to their new land management environment. This approach is imperative to organizational health.
SERVICES PROVIDED (all of which may be provided remotely)
• RFP Development • Develop Training Materials and Conduct Staff Training
• Software System Implementation(New or Upgrade) • Vendor issue creation to report system issues, monitoring
• Software Configuration/Integration and `ollow through to resolution
• Workflow Development, Design and Automation • Conduct one-on-one and/or group sessions with staff
• Fee Schedule/Structure Calculations • Remote support services via phone/video conference
System Reports Development Coordination • On-site and/or remote project management/support
services
(Forms/Documents/Reports)
• GIS Implementation Coordination • Electronic plan review software Implementation/integration
• System Testing • Develop Process/Project Action Team's to achieve project
goals,
• Streamlined Strategies for Data Mapping/Migration
• Develop performance metrics and key performance
• Develop Standard Operating Procedures(SOP's) indicators (KPI's)for increased productivity
Page 4
Holistic System Integration Solutions Experience
CITY OF SAN CLEMENTE
The City of San Clemente's Information Technology Division utilized Holistic System Integration Solutions
to supplement their efforts during a staff transitional period and implementation/integration of a new GIS
module. Holistic's ability to provide uninterrupted services while implementing a complex GIS module to their
existing land management system resulted in a successful partnership. Services provided to the City included
the following:
• Review, analysis, coordination, testing and implementation of a new GIS module to their existing land
management system.
• Review, analysis, coordination and validation of the City's, County and Fire GIS data and migration into
existing land management system.
• Developed Standard Operating Procedures for City Staff use at implementation.
• Developed roadmap and made recommendations to implement electronic plan review.
• Developed reporting methods for Clean Oceans Annual Jurisdictional Runoff report and Park Ranger
program.
• Provided configuration and system support services:
CITY OF MEDFORD (OR)
"Holistic quickly became a critical element to a successful implementation of a complex system for the City of Medford. The knowledge
and resources provided were extremely hardworking and competent. We could not have achieved success without these
resources."
—Barbara Madruga
The City of Medford procured Holistic System Integration Solutions to assist them with a complex
implementation of a new software system just three months prior to their scheduled Go-Live date. Holistic
addressed and fast-tracked resolutions for concerns surrounding their anticipated Go-Live schedule. Our
assistance lead to a successful implementation. Services provided to the City included the following:
• Conducted analysis of project timeline and task evaluation, identified critical stops and developed
plan of action to accomplish scheduled tasks for successful Go-live.
• Conducted business process and workflow analysis, made recommendations for streamlining and
standardizing opportunities and configured in system.
• Conducted analysis of TRAKiT system for configuration needs, accuracy and made configuration
adjustments in accordance with desired workflows and business processes.
• Conducted data migration analysis and developed streamlined methods for mapping and migration
to new system.
• Conducted GIS analysis and made recommendations for effective system implementation
• Developed SOPs and conducted training to staff in all modules
• Implemented mobile inspection platform and conducted training for inspection staff
• Made recommendations for system preparedness and roll-out to public
Page 5
CITY OF COACHELLA
Holistic conducted an in-depth System Needs Analysis of the City of Coachella's existing land management
software system (Eden) and processes surrounding their land development activities which included impacts
to water& sewer Utilities and Environmental Compliance Departments. The analysis provided them with the
ability to measure existing software system capabilities against newer, more sophisticated systems and
identified process improvement/streamlining opportunities which will allow them to make informed decisions
about future procurement of a new software system.
Services provided to the City included the following:
• Conducted comprehensive system needs analysis of various systems used, including the City's
existing Eden land management system, and evaluated based on capability, efficiency and
accessibility in comparison with newer land management systems available in today's market.
• Conducted comprehensive business process review of land development activities and made
recommendations for standardizing and streamlining opportunities.
• Coordinated software vendor demonstrations and prepared system cost comparison.
• Provided the City with a menu of short-term, mid-term and long-term next steps and made
recommendations for actionable goals based on prior ty.
• Provided roadmap for actionable items with realistic timelines for execution.
CITY OF LA QUINTA
The City of La Quinta sought to implement an on-line land management system for the Design &Development
Department. Angelica Zarco (Systems Integration Manager), spearheaded implementation of the City's new
land management software system, TRAKiT, which included strategic planning, streamlining, standardizing,
implementation and integration of processes and systems "or the Design and Development Department.
Responsibilities included the following:
• Development, configuration and implementation of the City's software system (TRAKiT)
utilized for all development related, business license and Short-Term Vacation Rental
application, review, processing and payment activities for both over the counter and online
functionality.
• Implemented the City's online, electronic plan review, GIS and mobile inspection platforms.
• Engaged with City Staff to understand complex business processes, developed workflows,
identified process improvements, streamlining opportunities, standardized business
processes and integrated with relative software.
• Developed Standard Operating Procedures and User Guides and conducted training for all
modules.
• Oversaw the City's Short-Term Vacation Rental Program which involved revamping the
marketing and branding of the program.
• Development of complex key performance incicators to measure business and system
performance.
Page 6
Angelica Zarco - Project Manager/President, Holistic SIS
Business Process Review, Workflow Development, Streamlining and
Standardizing for Improved Business Continuity, Configuration, SOP
Development &Training
,f J •
T.II Certifications
•, „� Intermediate Project Management- Microsoft Project; Lean Six Sigma—Lean
Management
Angelica has 14 years of municipal government experience with 10+ years directly related to Community
Development. She was also employed as a Project Manager for 3 years with a major Southern California
land development company where she managed large-scale tract home development projects. Her
experience in both public and private land development sectors has granted her a unique perspective to the
land management software implementation and integration process. She is able to utilize her knowledge and
experience from behind both sides of the counter to accurately, efficiently and effectively interpret and deploy
land management systems based on the critical business needs of cities and customers alike. Angelica was
responsible for the successful implementation of the City of La Quinta's Design and Development
Department's land management system, which included Permit, Project, Business License, AEC and
GIS modules. She also implemented electronic plan review, mobile inspection and the eTRAKiT online
platform which consisted of 82 land development application types. Angelica developed methods to
successfully measure key performance indicators for business process and system performance. The
implementation process included:
• Establishing comprehensive strategic plans for implementation / integration of the Department's
software system and various project initiatives including project budgets and schedule development
/adherence.
• Managing, assigning, and directing activities of various Project Action Teams (PAT's).
• Developing, configuring, and implementing the City's TRAKiT software system
• Conducting stakeholder workshops for eTRAKiT online permitting software.
• Working with City Staff to understand their business processes, developing process workflows, and
identifying process improvement opportunities prior to their integration into TRAKiT.
• Developing and implementing standard operating procedures (SOPs) and user manuals, as well
as City policies and best management practices (BMP's)
• Conducting effective staff training utilizing SOP's and effective training materials
Page 7
References
Agency Contact Ph•ne Number Email Address
Holistic References
City of Medford.Oregon Barbara Madruga,
5,11.774.2064 blmadruga@cityofinedford.org
Technology&Innovation Director
City of San Clemente. Brian Brower,
California Information Technology Manager 9,19.361.8259 browerb@san-clemente.org
Fee Information
Cost of Services/Hour Price Total Project Cost
Holistic—340 hours, Includes 40 hours onsite support $125/hour $42,500
during week of GoLive Implementation
Reimbursable Expenses Billing
Mileage—254 miles @$.67 per mile 2024 IRS Business Rate plus 10% $187.20
Printing, Reproduction,Scanning,etc. Direct Cost plus 10%
Travel Rates
Lodging 2024 Government Services $1,000
Administration Rates for
applicable County plus 10%
TOTAL CONTRACT AMOUNT $43,687.20
Page 8
EXHIBIT B
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR
LAW REQUIREMENTS
1. This Agreement calls for services that, in whole or in part, constitute "public
works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of
the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established
by the Department of Industrial Relations ("DIR") implementing such statutes.
Therefore, as to those Services that are "public works", Consultant shall comply with
and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as
though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain
contracts. The inclusion of such specific provisions below, whether or not required by
California law, does not alter the meaning or scope of Section 1 above.
3. Consultant shall be registered with the Department of Industrial Relations in
accordance with California Labor Code Section 1725.5, and has provided proof of
registration to City prior to the Effective Date of this Agreement. Consultant shall not
perform work with any subcontractor that is not registered with DIR pursuant to
Section 1725.5. Consultant and subcontractors shall maintain their registration with
the DIR in effect throughout the duration of this Agreement. If Consultant or any
subcontractor ceases to be registered with DIR at any time during the duration of the
project, Consultant shall immediately notify City.
4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to
compliance monitoring and enforcement by DIR. Consultant shall post job site
notices, as prescribed by DIR regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem
wages for each craft, classification, or type of worker needed to perform the
Agreement are on file at City Hall and will be made available to any interested party
on request. Consultant acknowledges receipt of a copy of the DIR determination of
such prevailing rate of per diem wages, and Consultant shall post such rates at each
job site covered by this Agreement.
6. Consultant shall comply with and be bound by the provisions of Labor Code
Sections 1774 and 1775 concerning the payment of prevailing rates of wages to
workers and the penalties for failure to pay prevailing wages. Consultant shall, as a
penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each
worker paid less than the prevailing rates as determined by the DIR for the work or
City of Seal Beach Professional Services Agreement
craft in which the worker is employed for any public work done pursuant to this
Agreement by Consultant or by any subcontractor.
7. Consultant shall comply with and be bound by the provisions of Labor Code
Section 1776, which requires Consultant and each subcontractor to: keep accurate
payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for
inspection as provided by Section 1776; and inform City of the location of the
records.
8. Consultant shall comply with and be bound by the provisions of Labor Code
Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8,
Section 200 et seq. concerning the employment of apprentices on public works
projects. Consultant shall be responsible for compliance with these aforementioned
Sections for all apprenticeable occupations. Prior to commencing work under this
Agreement, Consultant shall provide City with a copy of the information submitted to
any applicable apprenticeship program. Within 60 days after concluding work
pursuant to this Agreement, Consultant and each of its subcontractors shall submit to
City a verified statement of the journeyman and apprentice hours performed under
this Agreement.
9. Consultant shall not perform work with any subcontractor that has been debarred
or suspended pursuant to California Labor Code Section 1777.1 or any other federal
or state law providing for the debarment of contractors from public works. Consultant
and subcontractors shall not be debarred or suspended throughout the duration of
this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law
providing for the debarment of contractors from public works. If Consultant or any
subcontractor becomes debarred or suspended during the duration of the project,
Consultant shall immediately notify City.
10. Consultant acknowledges that eight hours labor constitutes a legal day's work.
Consultant shall comply with and be bound by Labor Code Section 1810. Consultant
shall comply with and be bound by the provisions of Labor Code Section 1813
concerning penalties for workers who work excess hours. Consultant shall, as a
penalty to City, forfeit $25.00 for each worker employed in the performance of this
Agreement by Consultant or by any subcontractor for each calendar day during which
such worker is required or permitted to work more than eight hours in any one
calendar day and 40 hours in any one calendar week in violation of the provisions of
Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code
Section 1815, work performed by employees of Consultant in excess of eight hours
per day, and 40 hours during any one week shall be permitted upon public work upon
compensation for all hours worked in excess of eight hours per day at not less than
one and one-half times the basic rate of pay.
11. California Labor Code Sections 1860 and 3700 provide that every employer will
be required to secure the payment of compensation to its employees. In accordance
with the provisions of California Labor Code Section 1861, Consultant hereby - -
certifies as follows:
City of Seal Beach Professional Services Agreement
"I am aware of the provisions of Section 3700 of the Labor Code which
require every employer to be insured against liability for workers'
compensation or to undertake self-insurance in accordance with the
provisions of that code, and I will comply with such provisions before
commencing the performance of the work of this contract."
12. For every subcontractor who will perform work on the project, Consultant shall be
responsible for such subcontractor's compliance with Chapter 1 and Labor Code
Sections 1860 and 3700, and Consultant shall include in the written contract between
it and each subcontractor a copy of those statutory provisions and a requirement that
each subcontractor shall comply with those statutory provisions. Consultant shall be
required to take all actions necessary to enforce such contractual provisions and
ensure subcontractor's compliance, including without limitation, conducting a periodic
review of the certified payroll records of the subcontractor and upon becoming aware
of the failure of the subcontractor to pay his or her workers the specified prevailing
rate of wages. Consultant shall diligently take corrective action to halt or rectify any
failure.
13. To the maximum extent permitted by law, Consultant shall indemnify, hold
harmless and defend (at Consultant's expense with counsel reasonably acceptable to
City) City, its elected and appointed officials, officers, employees, agents, servants,
and those City agents serving as independent contractors in the role of City officials,
and volunteers and against any demand or claim for damages, compensation, fines,
penalties or other amounts arising out of or incidental to any acts or omissions listed
above by any person or entity (including Consultant, its subcontractors, and each of
their officials, officers, employees, agents and servants) in connection with any work
undertaken or in connection with the Agreement, including without limitation the
payment of all consequential damages, attorneys' fees, and other related costs and
expenses. All duties of Consultant under this Section shall survive the termination of
the Agreement.
City of Seal Beach Professional Services Agreement