HomeMy WebLinkAboutContracts & Agreements_128-2005_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE PURPOSE OF
CONDUCTING AN INFORMATION TECHNOLOGY(IT)STRATEGIC PLAN FOR THE
MUNICIPAL UTILITIES DEPARTMENT
This Agreement is made and entered into this 21st day of June,2005 by and between the City
of Redlands, a municipal corporation (hereinafter "City") and Spacient Technologies, Inc.,
hereinafter("Consultant").
In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant, to perform consulting services (the "Services") for an
Information Technology(IT) Strategic Plan for the Municipal Utilities Department.
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the Services
to City at a level of competency presently maintained by other practicing professional
consultants in the industry providing similar types of services.
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The specific Services which Consultant shall perform are more particularly described in
Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein
by this reference.
2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations in
its performance of this Agreement including, but not limited to, all applicable Labor Code
and prevailing wage laws commencing at California Labor Code section 1770 et seq. and
non-discrimination laws including the Americans with Disabilities Act and the Fair
Employment and Housing Act.
2.3 Consultant further understands that if it violates the provisions of the California Labor Code
relating to prevailing wage, that City enforce the California Labor Code by notice of the
withholding of contract payments to Consultant or its subcontractors pursuant to Labor Code
sections 1726, 1727 and 1771.6.
2.4 Consultant agrees that if it executes an agreement with a subcontractor to perform any of the
Services that Consultant shall comply with California Labor Code sections 1775 and 1777.7
by providing the subcontractor with copies of the provisions of sections 1771, 1775, 1776,
1777.5, 1813 and 1815 of the Labor Code. Consultant acknowledges that the statutory
provisions for penalties for failure to comply with state wage and hour laws and to pay
prevailing wages may be enforced by City pursuant to California Labor Code sections 1775
and 1813.
1
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in City's possession that is relevant to the
performance of Services.
3.2 City will make provision for Consultant to enter upon City-owned property as required by
Consultant to perform the Services.
3.3 City designates Janet Miller to act as its representative with respect to the Services to be
performed under this Agreement.
ARTICLE 4 - PERIOD OF SERVICE
4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance
with the schedule set forth in Exhibit "B," entitled "Project Schedule."
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of$39,636. City shall pay Consultant on a time and materials basis in accordance
with the estimated amounts identified in Exhibit"C"entitled"Project Cost,"and based upon
the hourly rates shown in Exhibit "D," entitled "Fee Schedule ."
5.2 Consultant shall bill City within ten days following the close of each month by submitting an
invoice indicating the portion of the Services performed, who performed the Services,
indirect costs, and the detailed cost of all Services including backup documentation.
Payments by City to Consultant shall be made within 30 days after receipt and approval of
Consultant's invoice, by warrant payable to Consultant.
5.3 All notices, bills and payments shall be made in writing and may be given by personal
tn
delivery or by mail. Notices,bills and payments sent by mail shall be addressed as follows:
City Consultant
Janet Miller Christopher T. Stern, P.E.
Municipal Utilities Department Spacient Technologies,Inc.
P.O. Box 3005 445 S. Figueroa St., Suite 2600
Redlands, CA 92373 Los Angeles, CA 90071
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices and
payments are to be given by giving notice pursuant to this section.
2
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Consultant's Insurance to be Primary
All insurance required by this Agreement shall be maintained by Consultant for the duration
of this Agreement and shall be primary with respect to City and non-contributing to any
insurance or self-insurance maintained by City. Consultant shall not commence the Services
unless and until all required insurance listed below is obtained by Consultant. Consultant
shall provide City with Certificates of Insurance and endorsements evidencing such insurance
prior to commencement of Services. All insurance policies shall include a provision
prohibiting cancellation of the policy except upon thirty (30) days prior written notice to
City.
6.2 Workers= Compensation and Employer's Liability
A. Consultant shall secure and maintain Workers= Compensation and Employer=s
Liability insurance throughout the duration of this Agreement in amounts which meet
statutory requirements with an insurance carrier acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials, employees and volunteers for losses arising from work performed by
Consultant for City by expressly waiving Consultant's immunity for injuries to
Consultant's employees and agrees that the obligation to indemnify,defend and hold
harmless provided for in this Agreement extends to any claim brought by or on behalf
of any employee of Consultant. This waiver is mutually negotiated by the parties.
This waiver shall not apply to any damage resulting from the negligence of City, its
agents and employees. To the extent any of the damages referenced herein were
caused by or resulted from the concurrent negligence of City,its agents or employees,
the obligations provided herein to indemnify,defend and hold harmless is valid and
enforceable only to the extent of the negligence of Consultant,its officers,agents and
employees.
6.3 Comprehensive General Liability Insurance.
Consultant shall secure and maintain in force throughout its performance of this Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum
coverage of one million dollars ($1,000,000) per occurrence and two million dollars
($2,000,000)aggregate for public liability,property damage and personal injury is required.
Consultant shall obtain an endorsement that City shall be named as an additional insured.
6.4 Professional Liability Insurance.
Consultant shall secure and maintain professional liability insurance throughout the duration
of this Agreement in the amount of one million dollars($1,000,000)per occurrence and two
million dollars ($2,000,000) annual aggregate.
3
6.5 Business Auto Liability Insurance.
Consultant shall have business auto liability coverage,with minimum limits of one million
dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and
property damage liability. This coverage shall include all Consultant-owned vehicles used in
connection with the Services,hired and non-owned vehicles, and employee non-ownership
vehicles. Consultant shall obtain an endorsement that City shall be named as an additional
insured.
6.6 Assignment and Insurance Requirements.
Consultant is expressly prohibited from subletting or assigning any of the Services covered
by this Agreement without the express written consent of City. In the event of mutual
agreement between parties to sublet a portion of the Services, Consultant shall add the
subcontractor as an additional insured and provide City with the insurance endorsements
prior to any Services being performed by the subcontractor. Assignment does not include
printing or other customary reimbursable expenses that may be provided in this Agreement.
6.7 Hold Harmless and Indemnification.
Consultant shall defend, indemnify and hold harmless City, its elected officials, officers,
employees and agents from and against any and all actions,claims,demands,lawsuits,losses
and liability for damages to persons or property,including costs and attorney fees, that may
be asserted or claimed by any person,firm,entity,corporation,political subdivision or other
organization arising out of or in connection with Consultant=s negligent and/or intentionally
wrongful acts or omissions under this Agreement; but excluding such actions, claims,
demands, lawsuits and liability for damages to persons or property arising from the
negligence or intentionally wrongful acts of City, its officers, employees or agents.
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of
this Agreement the prevailing party shall,in addition to any costs and other relief,be entitled
to the recovery of its reasonable attorneys'fees.
7.2 All documents,records,drawings,designs and specifications,cost estimates,electronic data
files, databases,photographic prints and negatives,and other Project documents developed
by Consultant pursuant to this Agreement and any copyright interest in such documents shall
become the property of City and shall be delivered to City upon completion of the Services,
or upon the request of City. Any reuse of such documents and any use of incomplete
documents will be at City's sole risk.
7.3 Consultant is for all purposes an independent contractor. Consultant shall supply all tools
and instrumentalities required to perform the Services. All personnel employed by
4
Consultant are for its account only, and in no event shall Consultant or any personnel
retained by it be deemed to have been employed by City or engaged by City for the account
of or on behalf of City.
7.4 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
7.5 This Agreement may be terminated by the City,without cause,by providing thirty(30)days
prior written notice to the appropriate party of intent to terminate.
7.6 If this Agreement is terminated by City,an adjustment to Consultant's compensation shall be
made,but no amount shall be allowed for anticipated profit or unperformed Services,and any
payment due Consultant at the time of termination may be adjusted to the extent of any
additional costs to City occasioned by any default by Consultant.
7.7 Upon receipt of a termination notice,Consultant shall immediately discontinue all Services,
and within five (5) days of the date of such notice, deliver or otherwise make available to
City, copies (in both hard copy and electronic form,where applicable) of any data, design
calculations, drawings, specifications, reports, estimates, summaries and such other
information and materials as may have been accumulated by Consultant in performing the
Services. Consultant shall be compensated on a pro-rata basis for work completed up until
notice of termination.
7.8 Consultant shall maintain books and accounts of all payroll costs and expenses incurred in
performing the Services. Such books shall be available at all reasonable times for
examination by City at the office of Consultant.
7.9 This Agreement, including the attachments incorporated herein by reference,represents the
entire agreement and understanding between the parties as to the matters contained herein,
and any prior negotiations,written proposals or agreements with regard to the subject matter
hereof between City and Consultant are superseded by this Agreement. Any amendment to
this Agreement shall be in writing,approved by City Council of City and signed by City and
Consultant.
7.10 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
5
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS SPACIENT TECHNOLOGIES, INC.
{'=City") ("Consultant")
By: By:
Y
Susan P ppler, Mayor Christopbe . Stern, P.E., President/CEO
ATTEST:
f
BY: ' p£
City Crk, City of"s
AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE PURPOSE OF
CONDUCTING AN INFORMATION TECHNOLOGY (IT) STRATEGIC PLAN FOR
THE MUNICIPAL UTILITIES DEPARTMENT
EXHIBIT "A"
SCOPE OF SERVICES
The object of this project is to assess the Municipal Utilities Department's (MUD) information
technology (IT) environment and develop a comprehensive strategy for guiding future MUD IT
business initiatives and investments. The IT Strategic Plan will provide a roadmap for the prioritized
implementation of IT systems,work process,policies, sourcing strategies and staffing resources to
support MUD. The scope of services described below is based on the above project description:
Task 1.0—Collect Business Requirements
Deliverable: Business Requirements Report that includes detailed strategy, vision,goals and
objectives, business requirements and needs for MUD operating and support groups. IT
system inventory of MUD hardware and software licenses in a mutually agreed upon format.
Task 2.0—Review Existing Systems
Deliverable: Systems Review Report that includes review of IT infrastructure, evaluation of
internal and external support strategies, review ofITfunding and evaluation of capabilities
of existing IT environment for supporting future business initiatives.
Task 3.0—Develop Recommendations
Deliverable: Recommendations Report.
Task 4.0—Prepare Implementation Plan
Deliverable: Implementation Plan Report including detailed roadmap of prioritized,
sequenced list of IT programs1projects required to support MUD business initiatives.
Task 5.0—Develop Final Report
Deliverable: IT Strategic Plan Report including executive summary, information technology
architecture,Municipal Utilities Department Business requirements, information technology
initiatives, sourcing strategies, information technology staff skill inventory, information
technology planning process.
AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE PURPOSE OF
CONDUCTING AN INFORMATION TECHNOLOGY (IT) STRATEGIC PLAN FOR
THE MUNICIPAL UTILITIES DEPARTMENT
EXHIBIT "B"
PROJECT SCHEDULE
The Scope of Services in Attachment A shall be completed 16 weeks from the date of the Notice-To-
Proceed from the City subject to the City providing the required data in a timely manner.
AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE PURPOSE OF
CONDUCTING AN INFORMATION TECHNOLOGY (IT) STRATEGIC PLAN FOR
THE MUNICIPAL UTILITIES DEPARTMENT
EXHIBIT "C"
PROJECT COST
Spacient Technologies,Inc.will provide work associated with this Project for a total amount not to
exceed $39,636.
TASK TASK DESCRIPTION COST EXPENSES TOTAL,
Task 1.0 Collect Business $12,372 $1,008 $13,487
Requirements
Task 2.0 Review Existing Systems $8,640 $537 $9,247
Task 3.0 Develop $8,160 $528 $8,754
Recommendations
Task 4.0 Prepare Implementation $4,200 $466 $4,702
Plan
Task 5.0 Develop Final Report $3,360 $57 $3,226
TOTAL $36,732 $2,596 $39,636
AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE PURPOSE OF
CONDUCTING AN INFORMATION TECHNOLOGY (IT) STRATEGIC PLAN FOR
THE MUNICIPAL UTILITIES DEPARTMENT
EXHIBIT r{D}I
FEE SCHEDULE
Spacient Technologies,Inc.will invoice the City at the conclusion of each major task during the 16
week planned project duration.
Project Manager $144/hour
Project Consultant $114/hour
Lead Technical Analyst $1201 hour
Systems Analyst $114/hour
Administrative Support $ 60/hour
Travel Expenses Actual Cast