HomeMy WebLinkAboutContracts & Agreements_17-2015_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for utility billing software and programming services ("Agreement") is
made and entered in this 3rd day of February, 2015 ("Effective Date"), by and between the City
of Redlands, a municipal corporation ("City") and Systems & Software, Inc. ("Consultant").
City and Consultant are sometimes individually referred to herein as a "Party" and, together, as
"Parties." 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 utility billing software and programming
services for the City of Redlands (the"Services").
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 like and similar types of Services.
ARTICLE 2 —SERVICES OF CONSULTANT
2.1 The Services which Consultant shall perform are more particularly described in Exhibit
"A," entitled "Scope of Work," which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to State prevailing wage
laws.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Tina T. Kundig, Finance Director, as City's representative with respect to
performance of the Services, and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Consultant's failure to complete the Services by August 15, 2015, will result in damages
being sustained by City. Such damages are, and will continue to be, impracticable and
extremely difficult to determine. Accordingly, Consultant shall pay to City, or have
withheld from monies due to Consultant, the suns of Two Hundred Fifty Dollars ($250) for
each consecutive calendar day in excess of the specified time for completion of the Services.
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Execution of this Contract shall constitute agreement by City and Consultant that Two
Hundred Fifty Dollars ($250) per day is the estimated damage to City caused by the failure
of Consultant to complete the Services within the allowed time. Such sum is liquidated
damages and shall not be construed as a penalty, and may be deducted from payments due
Consultant if such delay occurs.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Two Hundred Four Thousand One Hundred Twenty dollars ($204,120.00).
City shall pay Consultant on a time and materials basis up to the not to exceed amount, in
accordance with Exhibit "B" entitled "Rate Schedule," which is attached hereto and
incorporated herein by this reference.
5.2.1 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the project. City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a party may provide notice in accordance with this section:
City Consultant
City Clerk Raja Mukherjee
City of Redlands Systems& Software, Inc.
35 Cajon Street, Suite 30 426 Industrial Avenue, Suite 140
P.O. Box 3005 (mailing) Williston, VT 05495
Redlands, CA 92373
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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 5.3.
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services unless and
until the 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 the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty (30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California. Consultant shall provide City with Exhibit "C," entitled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference prior to occupancy of the Premises.
6.3 Consultant shall secure and maintain 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. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made.
6.5 Consultant shall have business auto liability coverage, with minimum limits of One
Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability
and property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non-owned
vehicles, and employee non-ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by and negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
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ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation,or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design,report, study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity,participate in making
a governmental decision or otherwise perform the same or substantially the same
duties for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial
interests, Consultant shall complete and file a Fair Political Practices Commission Form
700, Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8—GENERAL CONSIDERATIONS
8.1 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, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
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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, shall be at City's sole
risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or 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. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City. This Agreement may be terminated
by City, in its sole discretion, by providing thirty (30) days prior written notice to
Consultant (delivered by certified mail, return receipt requested) of City's intent to
terminate. If this Agreement is terminated by City, an adjustment to Consultant's
compensation shall be made, but (1) no amount shall be allowed for anticipated profit or
unperformed Services, and (2) 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. Upon receipt of a termination notice, Consultant shall immediately
discontinue its provision of the Services and, within five (5) days of the date of the
termination notice, deliver or otherwise make available to City, copies (in both hard copy
and electronic form, where applicable) of project related 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 Services completed up to the date
of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits 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 verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
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8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS SYSTEMS & SOFTWARE, INC.
By: � By: <<
Pau W. Foster, Mayor Raja M khedee, Executive Vice
President/ General Manager
ATTEST:
Sam Irwin, Ci Clerk
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EXHIBIT "A"
SCOPE OF WORK
Consultant shall supply and install an updated Customer Information System(CIS) software
package consisting of the most current version of enQuesta 5R. The services to be included
are identified within the Systems & Software enQuesta Upgrade Statement of Work dated
October 24, 2014.
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EXHIBIT "B"
RATESCHEDULE
Maintenance remains same.Includes 1
web admin license,1 professional author,
all enQuesta users have enhanced
Cognos 10 BI Included consumer license.
S&S Project Management Services
Business Process Review(BPR)with Redlands to implement
Project Management,Implementation new enQuesta 5R features,configuration and testing of the
(BPR,configuration&testing) 290 $ 175.00 $ 49,000.00 n/a new enQuesta environment. 3 resources for Kick off and Testing
Conversion/IT(conversion, Conversion and Deployment hours for Conversion resource&
deployment,hardware&DBA) DBA to build environments,execute 3 conversions and
Reporting 250 $ 175.00 $ 43,750.00 n/a resolve data issues-IT/Hardware/OS,1 week of training,2 1 Trip for reporting(Cognos)Training
2-3 days of v5 new feature training for core team and end
Training 90 $ 175.00 $ 14,000.00 n/a users in addition to preparation and follow up posttraining On-Site training
Business Lead and$ME's for onsite week,preparation and
follow up with hours of support from additional
Simulation 100 $ 175.00 $ 17,500.00 n/a implementation team members Simulation Trips,onsite testing and support
Business Lead and SME's for onsite week,preparation and
follow up with hours of support from additional
Go-live/Post Go-live Support 150 $ 175.00 $ 26,250.00 n/a implementation team members. Go-Live
Sa g4o $ 150SWAI n1a
Items Listed Below are Required for the Project but not Priced in the Budget above.S&S can procure these items for Redlands orRedlands can procure using S&S
specifications.There Kf and WebConneR servers an 6e vlrtuallted.
Estimated Travel Budget Quantity Price Cost Maintenance Notes
stima[e on y, a an zwi e i e or actua as mcurre
Trip 15 $ 2,000.00 5 30,000.00 n/a PMs can monitor to ensure it does not exceed estimate.
A trip is def fined as 1 person for 1 week;includes airfare,
- $ - hotel,car rental and perdiem.
ITNM Total 0"
enQuesta Runtime License Quantity Price Cost Maintenance Notes
Database Connectors(Oracle) $23,620.00 Replaces RLDT
ImQNstinowthnitTot* - 3rdPOWSORWSM'
TOW $ 2XVM
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires 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 and activities required or permitted under this
Agreement. (Labor Code §1861).
/I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self-insure, or a certification of workers'
compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
SYSTEMS & SOFTWARE, INC. Date:
By:
Raja M kherj ee
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