HomeMy WebLinkAboutMARSHALL AND ASSOCIATES INC; 2011-07-01; UTIL827UTIL827
AGREEMENT FOR GEORESULTS MOBILE IMPLEMENTATION SERVICES
(MARSHALL AND ASSOCIATES, INC.)
THIS AGREEMENT is made and entered into as of the / _ day of
201 1 , by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and MARSHALL AND ASSOCIATES, INC., a Washington corporation,
("Contractor").
RECITALS
A. City requires the professional services of a mobile solutions provider that is
experienced in implementing Marshall's GeoResults Mobile software, which City is purchasing.
B. Contractor has the necessary experience in providing professional services and
advice related to the sale, installation, implementation, training and support of Marshall
GeoResults Mobile.
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 attached Exhibit "A", which is 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 (1) year from the date first above
written. The City Manager may amend the Agreement to extend it for one (1) additional one (1)
year period or parts thereof in an amount not to exceed fifteen thousand dollars ($15,000) per
Agreement year. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will
prepare a written amendment indicating the effective date and length of the extended
Agreement.
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 Software and the Services to be performed during the initial Agreement
term will not exceed fifty-three thousand and twenty-five dollars ($53,025). No other
compensation for Software and Services will be allowed except for items covered by
subsequent amendments to this Agreement. The City reserves the right to withhold a ten
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percent (10%) retention until City has accepted the work and/or Services specified in Exhibit
"A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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 attorney's
fees arising out of the performance of the work described herein 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
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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-:VII". OR
with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers
(LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X".
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 Idaho Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
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.
If box is checked, Professional Liability
Insurance requirement is waived.City's Initials Contractor's Initials
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.
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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 any time,
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.
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 with the exclusion of all GeoResults Software Suite
work products, including all forms and embodiments of any portions of the GeoResults Software
Suite. 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 Stephanie Harrison Name Elizabeth Marshall
Title Sr. Business Sys Specialist Title CEO
Department Utilities _ __ Address P.O. Box 2583
City of Carlsbad Eagle, ID 83616
Address 1635 Faraday Ave. Phone No. (208)514-0411
Carlsbad, CA 92008
Phone No. (760)602-2778
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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
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fulfy 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 whose services are
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.
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
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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 faw 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.
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.
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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
MARSHALL AND ASSOCIATES, INC., a
Washington corporation
By:
Elizabeth Marshall/CEO & Chairman
(print name/title)
(sign here)
Carl Arriola /COO/CFO, & Secretary
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
^
City Manager or Mayor or Division
as authorized by the Ci
ATTEST:
_ . . _ '^kw£j_
LORRAINE M. WOOD /
City Clerk ff
If required by City, proper notarial acknowledgment of execution by contractor 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
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:
RONALD R. BALL, City Attorney
AM /) // '
BY:
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EXHIBIT "A"
SCOPE OF SERVICES
The following is the statement of work for the City of Carlsbad Marshall GeoResults
Mobile Project. This SOW constitutes the Work Plan. The scope of this project is to
implement GeoResults Mobile for Wastewater, Water Maintenance, Storm Drain
Maintenance and Streets Maintenance crews.
MARSHALL AND ASSOCIATES PROJECT RESPONSIBILITIES
Marshall's general responsibilities include the following:
• Assume overall responsibility for a successful implementation of GeoResults
Mobile, including the management of all Marshall resources and project activities.
• Provide a designated Marshall employee as a primary point of contact.
• Work with the City of Carlsbad's Project Manager in the resolution of project
issues.
• Provide knowledge transfer of the GeoResults Mobile modules to City of
Carlsbad project personnel.
• Actively suggest business process and practice changes to maximize the
effectiveness of City of Carlsbad personnel and their use of the GeoResults
Mobile. Include recommendations in Assessment Report.
Marshall and Associates Deliverables:
• Project Management and Implementation Tasks as outlined in Marshall's
proposal to City, to include:
o Conduct Kick-Off Meeting,
o Conduct Workflow Discovery,
o Conduct Review of City's System,
o Develop Assessment Report,
o Review Assessment Report with City,
o Install GeoResults Mobile on City Systems (server and client),
o Configure Server, Administrator and Client Software,
o Conduct On-Site Testing,
o Provide Overview of GeoResults Mobile for Managers,
o Conduct On-Site Training and Provide Training Materials for
Administrators, Fields Crews and GIS Personnel.
• Manage the project schedule.
• Provide two days of on-site support for going from a test environment to the
production environment.
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CITY OF CARLSBAD PROJECT RESPONSIBILITIES
The City of Carlsbad shall be responsible for the performance of all equipment and
software provided by the City of Carlsbad for use by Marshall and Associates in the
performance of this contract. The City of Carlsbad's general responsibilities include the
following:
• Provide a City of Carlsbad Project Manager as the primary point of contact.
• Assume responsibility for conducting all project administration duties, including
preparing project facilities and managing City of Carlsbad resources and any
third-parties brought in by the City of Carlsbad.
• Provide support for the Marshall and Associates Project Leader to implement the
system as defined in this SOW. This generally involves:
o Providing access to key personnel in a timely manner,
o Providing access to facilities and equipment, and
o Providing timely responses to requests for information from Marshall and
Associates that are necessary for the performance of this contract.
• Review and comment on project progress and status reports.
• Support a safe work environment for all activities.
• Work with the Marshall and Associates Project Leader in the resolution of project
issues.
• Participate in and support overall project scheduling, with regard to City of
Carlsbad responsibilities/activities as related to the project.
• Consider and initiate improved business processes and practices to maximize
the efficiency and effectiveness of the GeoResults Mobile software.
• Fully test the application.
• Provide necessary hardware.
• Provide licensed versions of Infor's WebServices and Hansen 8 Work
Management products.
• Coordinate staff for the purposes of training and integration.
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SUMMARY OF PRICING
Item
1
2
3
4
5
6
Description
GeoResults Mobile for
Hansen Software Bundle
Includes GoMap!, GoCollect!,
GoWork! And GoRespond!
Esri ArcGIS Engine bundled
with GeoResults Mobile
Implementation Services
Travel Expenses (not to
exceed $3,000)
First Year Software
Maintenance for GeoResults
Mobile (includes support and
updates for Esri ArcGIS
Engine)
Shipping
TOTAL
Unit Cost
$4,000
$ 350
$1,500
$ 870
Units
11
11
11
11
Discount
$23,925
Total
$20,075
$ 3,850
$16,500
$ 3,000
$ 9,570
$ 30
$53,025
Payment Terms:
• Travel expenses and per diem shall not exceed $3,000 and shall be governed by
the City's Travel Policy dated April 4, 2006.
• Software Payment Schedule - 50% software cost billed upon receiving the
purchase order; 25% software cost billed upon successful installation; 15%
software cost billed upon completion of the training; 10% software cost billed
upon acceptance by the City of Carlsbad.
• Professional services billed as incurred, not to exceed $16,500.
ACCEPTANCE CRITERIA:
City will consider the GeoResults Mobile implementation project completed when the
implementation tasks have been completed and the GeoResults Mobile software has
been configured to work in the city's production environment and:
• Has been configured so that each crew can view and record the information in
GIS and on Hansen Work Orders, Group Projects and Service Requests that is
applicable to their work process and that has been agreed upon during the
Workflow Discovery process;
• GeoResults Mobile has been configured to allow two people (determined by the
layers) to send/receive the GIS updates;
• The process for downloading and uploading information between GeoResults
Mobile and Hansen/GIS successfully works in the production environment.
This shall be demonstrated by 10 consecutive business days of successful use of GeoResults
mobile by field and GIS staff, including daily synchronizations of data.
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CORPORATION
State of Idaho
County of Ada
}ss.
}
On this 21st day of June, 2011, before me, a Notary Public in and for said state, personally appeared Carl
Arriola known to me to be the COO/CFO, & Secretary of the Coiporation, and acknowledged to me that
pursuant to a Resolution of the Board of Directors, he/she/they executed the foregoing in said Coiporation
name and acknowledged to me that said corporation executed same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in
this certificate first above written.
SADIE S. ROBBS
NOTARY PUBLIC
STATE OF IDAHO—•—^^•i
NotaN Publisher the Stafl
Residing at: BoiS
Commission Expires: 9-16-2016
CORPORATION
State of Idaho
County of Ada
}ss.
}
On this 21st day of June, 2011, before me, a Notary Public in and for said state, personally appeared
Elizabeth Marshall known to me to be the CEO & Chairman of the Corporation, and acknowledged to me
that pursuant to a Resolution of the Board of Directors, he/she/they executed the foregoing in said
Corporation name and acknowledged to me that said corporation executed same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in
this certificate first above written.
SADIE S. ROBBS
NOTARY PUBLIC
STATE OF IDAHO
Notary ]
Residing ;
mmission Expires: 9-16-2016