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HomeMy WebLinkAboutLeckey Consulting Inc; 2007-03-22;AGREEMENT FOR PROJECT MANAGEMENT SERVICES LECKEY CONSULTING, INC. THIS AGREEMENT is made and entered into as of the DO ^ day of Vipy-x 2007, by and between the CITY OF CARLSBAD, a municipal corporation, ("City ), and Leckey Consulting, Inc., a corporation, ("Contractor"). RECITALS A. City requires the professional services of a project manager that is experienced in system upgrades and implementations. B. Contractor has the necessary experience in providing professional services and advice related to system upgrades and implementations. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Section 1.1.1 (Phase I Scope of Services) of the contractor's proposal attached as Exhibit "A" and those services that are defined in Exhibit "C," which are incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will not exceed eleven thousand dollars ($11,000.00) for the services as defined in Exhibit "A" and will not exceed four thousand dollars ($4,000) for the services as defined City Attorney Approved Version #11.28.06 in Exhibit "C." Fees shall be paid per the hourly rate schedule outlined in Exhibit "B." Incremental payments, if applicable, should be made as outlined in attached Exhibit "B." No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A" and Exhibit "C." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein City Attorney Approved Version #11.28.06 caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. City Attorney Approved Version #11.28.06 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. City Attorney Approved Version #11.28.06 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name: Kevin Branca Name: Steve Leckev Title: Assistant Finance Director Leckev Consulting. Inc. Department: Finance Title: President City of Carlsbad Address: 4927 Runway Drive Address: 1635 Faraday Avenue Fair Oaks. CA 95628 Carlsbad. CA 92008 Phone No.: (916)802-9500 Phone No.: (760)602-2418 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or City Attorney Approved Version #11.28.06 income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City Attorney Approved Version #11.28.06 Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. City Attorney Approved Version #11.28.06 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR 'By: CITY OF CARLSBAD, a municipal corporation of the State of California (sign heij^f (print name/title) <~\ /_ i^ * ress" (sign here) (/ (print name/ti Ak, City Manager or Mayor ATTEST: £L LORRAINE M. WOOD City Clerk (e-mail address) If required by City, proper notarial acknowledgment of execution must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer 8 City Attorney Approved Version #11.28.06 Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: , City Attorney Deputy City Attorney City Attorney Approved Version #04.01.02 Exhibit A Leckey Consulting except for the end user procedures and the training area. That is the purpose of the part-time City staff helping with the project and/or Bi-Tech consultants. Notwithstanding my role for producing those types of deliverables, I will play a significant part in contributing to the development of certain ones. Hence, I will do as any good manager does and understand the resources available and their capabilities, know the constraints, assess the priorities, and direct the resources accordingly to meet the objectives. That includes inserting myself to assist with detailed analysis in situations where the core team (including Bi-Tech) is struggling and/or an issue is elevated to the project sponsor or ITGC that warrants my perspective. For example, although I am anticipating that City staff will prepare a detailed test plan I fully expect to help write some of the test scenarios in certain areas and to even execute some of the tests. At this point, however, it is not practical to specify those deliverables and/or my exact role in their creation. I will use my judgment during the project to determine where my time is of most value. Finally, since I am assuming as part of my proposal that Bi-Tech will have some consulting support for the project, careful coordination between my scope of services and their services must be managed. Therefore, for Phase 2 I am proposing that my responsibilities will cover two broad areas: Bi-Tech contract management and project management of City resources. 1.1.1 Phase 1 Scope of Services For Phase 1 (Implementation Planning) of the project, my project management services will include preparation of a detailed Scope Statement deliverable. It will contain the following information: G Project Charter (i.e., main objectives, major areas of scope, upgrade benefits, etc.) Q Application Strategy G Interface Strategy Q Conversion Strategy Q Reports Strategy G Change Management and Training Strategy Q Network and Server Strategy G Major Deliverables (including responsibilities) G MS Project Work Plan (major tasks only at this point) G Estimated Project Budget Although the City's RFP only specified a detailed implementation plan, I am recommending that the project go the extra step and complete a Scope Statement in accordance with the Project Management Body of Knowledge (PMBOK), an industry standard promulgated by the Project Final Page 2 January 23.2007 Exhibit A Leckey Consulting Management Institute (PMI). As I will explain later in my proposal, I do make every effort to adhere to these principles in managing projects. More importantly, I have found that preparing a Scope Statement in the planning phase of a project is an excellent opportunity to validate that the all stakeholders are aligned as to what needs to be accomplished, how it will be accomplished, who/when tasks will be completed, the project budget and other important constraints. This will translate into a meaningful deliverable that can be presented to both the ITGC and City Council to form the basis of the business case to proceed with the IFAS 7i upgrade project. Not completing a Scope Statement (or similar analysis) can result in a misleading implementation plan and the true cost to achieve the goals of the project. Appendix B provides a reference to my website where an excerpt of a sample Scope Statement that I prepared for another project can be reviewed. Since I am very experienced with IFAS 7i and have sample deliverables from other 7i projects (including detailed work plans) I will be able to complete the Scope Statement deliverable within a competitive cost range and, more importantly, present a professional business case to the ITGC and City Council for the need and value of upgrading to IFAS 7i. If, after reviewing my proposal, the City believes that a Scope Statement is not necessary given the information presented to the ITGC or the City Council to date then I will gladly prepare the minimum analysis and documentation described in the RFP. I will also reduce my fees accordingly. 1.1.2 Phase 2 Scope of Services For Phase 2 (IFAS 7i Upgrade) of the project, my project management services will include the following areas: Q Traditional Project Management • Provide day-to-day project management. • Provide hands-on assistance with detailed tasks as needed. For example, provide assistance with overall business process review where new IFAS 7i functions have changed, business and functionality requirements, application configuration, front-end workflow optimization for the purchasing module and development and implementation of dashboard functionality. • Ensure that the City's responsibilities of the project are satisfactorily met. • Review all major deliverables produced by the City. • Monitor the project plan and schedule and make course corrections as necessary. • Manage issues and ensure that resolutions are finalized in a timely .manner. • Enforce project scope from start to finish. Final Page 3 January 23.2007 Exhibit B Leckey Consulting 5 Cost My cost proposal is as follows: a Hourly Rate: $160 Q Fixed Daily Amount for Travel: $250 Q Daily Rate: $1,850, which consist of $1,600 in fees and a $250 daily per diem. This assumes a 10 hour day. I am proposing a 4-10 hour day work week. Q Phase 1 Not-to-Exceed Contract Amount: $10,000 Q Phase 2 Not-to-Exceed Contract Amount: $260,000 Assumptions for my cost proposal include the following: 1. For Phase 1,1 will make two two-day trips to the City to work with the project team in developing the Scope Statement. Given my current project commitment at Shasta County, it will have to be the first two days of the week or the last two days of the week. All other work will be completed remotely and will require a few conference calls with key individuals of the project team. If requested by the City, I can also be present during the City Council meeting to discuss the Scope Statement and the requesting of funds for Phase 2. I anticipate this Phase starting in February 2007 and being completed by the end of March 2007. 2. For Phase 2, the following assumptions are applicable: a. Given my current client commitment at Shasta County, I will be half-time on the IF AS 7i project starting approximately the beginning of September 2007 through December 2007. I will be full-time starting January 2008 through May 2008. Then half-time for June 2008 which will be my last month on the project. b. Chargeable time will not exceed 50 hours a week and billing will occur biweekly. Onsite services will be rendered on a four-day work week schedule (normally 10- hour days, Monday through Thursday), except when needed I will be present on Fridays. c. I will be bill the City for weekly travel time exceeding four hours a week, not-to- exceed three billable hours per week. d. If the project schedule is extended for any reason, my contract ceiling will be increased accordingly. Final Page 26 January 23,2007 Exhibit B Leckey Consulting 3. For all Phases, the following assumptions are applicable: a. The go-live date for both IFAS 7i Financials and HR/Payroll will be at the beginning of June 2008. It will not be a phased implementation. b. The City will have a project sponsor for the IAFS 7i upgrade project who will ensure that timely decisions are made, adequate City resources are assigned to the project and that they produce quality work and other issues that might arise. c. Adequate resources will be assigned to the project from the City. d. A subject matter expert (knowledgeable of the current version of IFAS) will be assigned part-time to assist with each IFAS 7i module in scope of the project. In general, the hourly commitment for each SME will be approximately 12 to 16 hours per person per month. e. The City will agree to a reasonable amount of technical and functional consulting assistance from Bi-Tech. This will be further refined during Phase 1 activities. f. All project documents and deliverables will be stored electronically in the Project Library maintained on the City's network and it will be the City's responsibility to ensure that there are daily server backups during the working week. Deliverables or documents will not be replicated in paper or bound form solely for the purpose of having a paper copy maintained in the Project Library. g. End user procedures exist at the City for the current version of IFAS. Therefore, I will only have to update them for changes in IFAS 7i. h. The current database server is sufficient to address IFAS 7i requirements. Therefore, it will not be necessary to complete a database migration to a new server. Only new web servers and the related IFAS 7i will need installed. i. Steve Leckey will be available if Leckey Consulting is awarded the contract (i.e., he will not have signed another client contract during the County's evaluation of my proposal). 6 Insurance My company currently carries all applicable business insurance coverage and licenses required per the RFP (except a City of Carlsbad Business License) and would be able to comply with the indemnity provisions. I would like to add one point of clarification regarding automobile liability. I carry automobile liability insurance with a coverage of $250,000/$500,000, and then I have umbrella liability coverage for $1,000,000 that also covers my automobile. I am proposing that this combined coverage be adequate in meeting the City's automobile liability insurance requirements. Final Page 27 January 23.2007 Exhibit C Leckey Consulting March 6, 2007 Debbie Porter Human Resources Department City of Carlsbad 1635 Faraday Avenue Carlsbad, California 92008 Dear Ms. Porter: As part of contract negotiations with City of Carlsbad (City), Leckey Consulting, Inc. (Leckey Consulting) has been requested to submit an amendment to our original scope of services contained in our proposal dated January 22, 2007. That is the purpose of this letter. In short, Leckey Consulting will provide ad hoc consulting assistance to the City for evaluating the strategic fit of IF AS 7i, including comparison to other competing solutions in the marketplace. These services will be provided to the City on a time and materials basis at an hourly rate of $160, plus travel expenses (if necessary) in accordance with the travel terms specified in our January 22, 2007 proposal. These additional services will not exceed $4,000. Sincerely, /I . ___ / 7' '~X Steve Leckey, President 4927 Runway Drive, Fair Oaks, California 95628 • (916)802-9500 • sleckey@leckeyconsulting.com