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CONTRACT 7071 Professional Services AgreementAgreement No. 7071 Agreement No. PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND KOA HILLS CONSULTING This AGREEMENT is entered into this 15t day of September 2024 by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and KOA HILLS CONSULTING, a Nevada based firm ("CONSULTANT"). 1. CONSIDERATION, A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed $240.000 for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit'A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. -1- Rev 3/28/23 Agreement No. 7071 Agreement No. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") for the billing period, and the total cost of that work during the preceding billing period. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. FAMILIARITY WITH WORK, A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 7. TERM. The term of this Agreement will be from 9/1/24 to 8/30/26. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 15. 8. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until- -2- Rev 3/28/23 Agreement No. 7071 Agreement No. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and CITY gives CONSULTANT a written notice to proceed. B, Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. -3- Rev 3/28/23 Agreement No. 7071 Agreement No. A. CITY may terminate this Agreement, with or without cause, and such termination will be effective 30 days following CITY's provision of written notice of termination to CONSULTANT. B. CONSULTANT may terminate this Agreement, with or without cause, and such termination will be effective 30 days following CONSULTANT's provision of written notice of termination to CITY. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. 16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18.INDEMNIFICATION. A. CONSULTANT agrees to the following: -4- Rev 3/28/23 Agreement No. 7071 Agreement No. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 222, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. E. Notwithstanding anything foregoing to the contrary, each party shall defend, indemnify and hold harmless the other party and its shareholders, officers, directors, members, managers, employees, agents, successors and permitted assigns from and against all claims, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including attorneys' fees and costs and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or resulting from any claim, suit, action or proceeding arising out of or resulting from an alleged infringement of any intellectual property right of a third party. -5- Rev 3/28/23 Agreement No. 7071 Agreement No. MASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22.INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability Professional Liability Business automobile liability Workers compensation Limits $1,000,000 $1,000,000 $1,000,000 Statutory requirement B, Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy -6- Rev 3/28/23 Agreement No. 7071 Agreement No. coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the - work remaining and a description of the work to be done before the next schedule update. -7- Rev 3/28/23 Agreement No. 7071 Agreement No. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: Attention: Jotin Scwair ., CQ:::::0 (O Box 8 (775) 622...5466 johryrml 7iko<ahko s,c orn Any such written communications by mai received by the addressee upon deposit prepaid and properly addressed as noted deemed given at the time of actual If to CITY: Attention: I1::::1&,J Chung, CIFO City of li::::] Segundo Fi SegHndo, t aVornia 9024 I will be conclusively deemed to have been thereof in the United States Mail, postage above. In all other instances, notices will be delivery. Changes may be made in the names or addresses of persons to whom notices are to be given prescribed in this paragraph. by giving notice in the manner 26. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE. A. Restriction on Artificial Intelligence Usage. CONSULTANT must not utilize, employ, or incorporate any form artificial intelligence, machine learning, or other similar technologies (collectively, "Al") in the provision of professional services in this Agreement without CITY's express written consent. B. Exclusions. The AI prohibition set forth directly above will not apply to general business tools and software that may have Al components but are not directly involved in the execution or delivery of professional services that this Agreement covers, provided that such tools and software do not significantly impact the quality or nature of such services. C, Notification. CONSULTANT must promptly notify CITY, in writing, of any proposal to employ Al in connection its provision of services to the CITY under this Agreement. CITY will have the sole discretion to grant or deny such proposal. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona -8- Rev 3/28/23 Agreement No. 7071 Agreement No. fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 29.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 30.INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 35.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 36. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such -9- Rev 3/28/23 Agreement No. 7071 Agreement No. electronic signature will be treated in all respects as having the same effect as an original signature. CONSULTANT warrants that its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind CONSULTANT accordingly. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] -10- Rev 3/28/23 Agreement No. 7071 Agreement No. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO C ` —W-- ('� a.. - Darrell George, =4�-- City Manager ATTES N-2 Tracy ei er, City Clerk APPROVED AS TO FORM: MARK D. H'IS)LEY, City Attorney KOA HILLS CONSULTING jZx�4 Jo schw,drt, C Taxpayer ID No. !° 7 By: Joaqui , clue , Assistant City Attorney -1 1- Rev 3/28123 Exhibit A: Scope of Work I ' " Agreement No. 7071 I Koaii, ww m„ C0 ING Scope of Work City of El Segundo ERP Implementation Project Management and Training Support Services Introduction This Statement of Work ("SOW') between the City of El Segundo, hereby known as "Customer', and Koa Hills Consulting, hereby known as "Koa Hills", describes tasks and initiatives relating to the following needs at the City: ERP - Project management for the Customer's implementation of an Enterprise Resource Planning (ERP) solution including Finance, Human Capital Management (HCM) and Utility Billing (UB) ERP - Training and documentation for key areas in Finance, HCM and Utility Billing o Includes implementation of Enterprise Learning Management (ELM) This document outlines the following: • The scope of services being contracted for from Koa Hills • Estimated period of performance a Project assumptions, critical success factors, and risks • Customer roles and responsibilities and performance expectations • Acceptance criteria • The change control process • An estimation of selected project implementation costs. 2 Scope of Services Initiatives or tasks not described in this SOW are agreed to be out -of -scope. Either party may communicate change requests to the other party through the Change Order Process set forth in section 7 of this SOW. The scope for this project is defined below. 2.1 Organizational Scope The organizational scope includes all Customer departments, divisions, or other functional areas that use the ERP system. 2.2 Geography and Language Scope The geographical scope includes the United States and the City of El Segundo. Koa Hills will schedule team members to be onsite at the City of El Segundo or to be available remotely, as appropriate. 2.3 User Scope The user scope includes all of the Customer's active ERP system users. 2.4 Project Management (Finance, HCM, and UB) Scope -'/4 time, 24 months The scope of Project Management is for Koa Hills to assume the role of the Customer Project Manager, 1/4 time for 24 months for Finance, HCM and UB, in managing each phase of the project. In this regard, Koa Hills will work with the Customer's designated point of contact, and is considered the same as "Customer'. The goal is to ensure that project deliverables are provided as specified, on time and on budget. SOW— Koa Hills Consulting — City of El Segundo ERP Implementation Project Management and Training Support Services Agreement No. 7071 Key tasks of project management to be performed by Koa Hills include: • Conduct regular status meetings with core project team members • Serve as the main point of contact for the Customer with ERP Vendor • Serve as the Customer Project Manager in monitoring and reporting on project status • Collaborate with ERP Vendor project management on the scheduling of resources and tasks • Ensure that ERP Vendor project deliverables are fulfilled • Monitor the progress of project tasks • Monitor and control the project schedule • Track the project budget • Serve as the initial escalation point for all project issues • Manage project change requests • Conduct monthly status meetings with the Customer Steering Committee The table below highlights Project Management deliverables for this project. These deliverables will be created and maintained by Koa Hills with assistance from the ERP Vendor and Customer as necessary. Deliverable Statement of Work Description Defines the scope of services to be provided by Koa Hills, the expected timeline, and costs Project Charter Defines high-level objectives, success criteria, assumptions, risks, timeline, budget and project governance structure Project Schedule Defines all summary activities, deliverables and milestones as well as the resources assigned, due dates and task dependencies - Provided by ERP vendor with assistance from Koa Hills Task List Tracks detailed project tasks required to complete project deliverables Issues Log Tracks issues, priority, impact, owners, and status Risk Register Tracks risks, likelihood, impact, risk owners, and mitigation strategies Budget Tracker Tracks actual expenditures versus planned expenditures Status Reports Communicates key project information to the Customer's Steering Committee 2.5 Training and Documentation Scope - 150 Hours The scope of training and documentation is for Koa Hills to assist the Customer with all training and documentation related to the implementation of Finance, HCM, and UB in the ERP solution. Key tasks for training and documentation to be performed by Koa Hills include: • Configuration of eLearning software o Koa Hills will configure a hosted Enterprise Learning Management solution • Assist in developing training materials to include: o Old vs. New - Understanding the Old to Embrace the New o Training & Education - Interactive Documentation, Training Guides, Quick Reference One -Sheets & Quizzing o Sustaining Success - Badging & Certification Task Description Primary Responsibility Secondary Responsibility eLearning Configuration Koa Hills will configure a hosted Enterprise Learning Koa Hills Customer Exhibit A SOW — Koa Hills Consulting — City of El Segundo ERP Implementation Project Management and Training Services Aareement No. 7071 Management solution Documentation Koa Hills will provide targeted documentation and assistance Koa Hills Customer with e-learning Develop Training and Koa Hills will assist Customer in creating training and testing Koa Hills Customer Testing Plans plans for normal business practices Koa Hills will provide core team training, and some end -user Customer/Koa Koa Training training; once trained, the Customer core team will provide Hills Hills/Customer the majority of the training to the end users. 3 Period of Performance The estimated Period of Performance of this project will begin on 9/1/2024 and end on 8/30/2026. 4 Project Assumptions, Success Factors and Risks This section defines assumptions, success factors, risks and risk mitigation strategies. 4.1 Assumptions Assumptions are factors that are considered to be true by the Customer and Koa Hills when planning for the project. The assumptions made for this project are as follows: a Customer has the will and the authority to enter into the project • Adequate funding will be available to complete the project a Customer will provide the required resources and fulfill Customer's project responsibilities • Access to the legacy system is provided on a timely basis 4.2 Success Factors Success factors are components of the project that need to be in place to ensure the completion of the project. The success factors for this project are as follows: • Strong and active executive sponsorship o Clearly -defined goals, expectations and timelines • Effective organizational communication o Commitment of organizational resources to project -related tasks o Reliable and timely system access for Koa Hills and Customer project team and end users • Effective end user training 4.3 Risks and Mitigation Risks and issues shall be tracked in an agreed -upon method by both the Customer and the Koa Hills, including escalation to the project team for review and arbitration. Definitions: A risk is defined as a potential issue that may affect project scope or timeline. Risks shall be identified as early as possible, categorized accordingly to impact (Low, Med, High, Critical occurrence). An issue is a risk that has occurred, and presents a challenge to the project. Issues shall be prioritized (Low, Med, High, Critical) and assigned for resolution to the integrated project team. The following table identifies common risks for software implementation projects. A comprehensive list of risks and mitigation strategies will be developed during project planning. Exhibit A SOW— Koa Hills Consulting — City of E/ Segundo ERP Implementation Project Management and Training Services Agreement No. 7071 Risk Description Impact of Probability Of Risk Mitigation Strategy Responsibility Risk Occurrence Project Team turnover The Customer will endeavor to retain key (Customer) High Medium project personnel, as well as skilled and Customer experienced system support staff. Non-performance by project team, Critical Low The Customer will provide strong executive Customer administration, or end sponsorship to effect change when needed. users Absenteeism of key High Medium The Customer will provide strong executive Customer project resources. sponsorship to effect change when needed. End user resistance High Medium The Customer will provide strong executive Customer sponsorship to effect change when needed, Project Organization and Participation The following table identifies Customer project roles and responsibilities; Executive Sponsor Provides authority and funding for the project. Responsibilities: Initiates the project; commits Customer resources; ensures Customer performance; removes project roadblocks relating to internal structural, organizational, political, or funding issues. Membership: Customer Executive(s) Steering Committee Provides strategic direction, makes key decisions, and sets priorities. Responsibilities: Provides strategic direction, sets priorities, approves goals, reviews risks and critical issues, and signs off on deliverables. Membership: Executive Sponsor(s), Customer Project Manager, key business owners Project Manager Assumes overall responsibility for the project. Responsibilities: Performs project governance (i.e project communication, regular status updates and reports), acts as the primary point of contact for the project team and the vendor, schedules and manages resources, tracks project Membership: Customer Project Manager (services provided by Koa Hills) Project Team Executes project tasks in accordance with the project scope and period of performance. Team Lead Responsibilities: • Makes day-to-day project decisions as needed to execute tasks o Provides overall project support and works in conjunction with the Project Manager o Has full accountability in coordinating team members' tasks Exhibit A SOW— Koa Hills Consulting — City of El Segundo ERP Implementation Project Management and Training Services reement N w Takes ownership of the implemented technical architecture, including system access for Koa Hills team o Takes ownership for change management • Takes ownership for developing and implementing a training approach and strategy • Works with the Project manager to resolve end -to -end problems in the implementation of this project. a Secures access to Customer staff, records, and documentation as needed e Provides sufficient workspace including phone, network, and system access Membership: Subject Matter Experts (SMEs), Functional Managers Team member Responsibilities: • Subject matter experts for Customer's technical environment and business units e Complete project tasks as assigned Membership: Customer staff 6 Acceptance Criteria The Customer and Koa Hills will follow best practices throughout the project and mutually identify criteria for completion of project milestones. The overall scope of work will be considered complete when one or more of the following criteria are met: s All service hours have been delivered • The Customer is live on the Finance, HCM, and UB modules of the ERP system « The Customer and Koa Hills agree that no further services are required 7 Change Control If Koa Hills or the Customer identifies an activity or objective that is beyond the scope of the Services set forth in this SOW, then the parties agree to take the following steps: 1. A notice should be provided to the other party which describes the change requested. The following details should be provided as part of an official Change Request: ■ Changg reouested - Description of the scope change needed, including details on how the change relates to project objectives and the impact to the project if the change is not applied. • E - Estimated impact of the change to the project, including work effort, deliverables, and impact to the overall project timeline. ■ ;Estimated cost - Consolidated estimate which identifies additional costs to implement the change, including labor, hardware, software, or other expenses. 2. If the Change Request is acceptable to both parties, then it should be executed by representatives for both Koa Hills and Customer. Once this is complete, work on the Change Request can be started. Any additional costs will be billed according to rates established in section 8. Exhibit A SOW — Koa Hills Consulting — City of El Segundo ERP Implementation Project Management and Training Services Agreement No. 7071 8 Project Implementation Costs 8.1 ERP Implementation Costs Professional Services Project Management and'Trajhing and' Stippotl Setvices Task Description Hoursl0ty Rate Cost ERP Project Management for 24 months - Finance, HCM, 24 $8,1010 $194,400 and UB ERP Training and Documentation 150 $190 $28,500 ELM Subscription (Koa Hills Hosted) 24 months - 24 $400 $9,600 Subsequent years will be $5,000 per year Total Estimated Cost of Project (Does not include travel) $232,500 Consultant Travel Estimate, (Optional,) Airfare $650 Vehicle/Fuel $350 Lodging $500 Meals $285 Cost per Trip $1,785 Number of Trips 4 Total Estimated Cost of Travel Expenses (Optional) $,7,140 Total Estimated Cost of Project Including Travel $239,,640 Exhibit A SOW- le Hills Consulting— City of ElSegundo ERPIrnplementation Project Management and Training Services 151