Loading...
HomeMy WebLinkAboutProven Solutions Inc; 2014-06-16;AGREEMENT FOR IT STAFFING SERVICES PROVEN SOLUTIONS, INC. THIS AGREEMENT is made and entered into as of the _ day of CTuf\C^ , 20by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and PROVEN SOLUTIONS, INC, a California Corporation, ("Contractor"). RECITALS A. City requires the professional sen/ices of a consulting services firm that is experienced in IT staffing services - specifically business intelligence architecture and analysis. B. Contractor has the necessary experience in providing professional services and advice related to business intelligence staffing services. C. 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 sen/ices (the "Sen/ices") 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 Sen/ices, 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 periods or parts thereof in an amount not to exceed ninety thousand dollars ($90,000) 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 ofthe extended Agreement. 4. TIME IS OF THE ESSENCE Time is ofthe essence for each and every provision ofthis Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will not exceed ninety thousand dollars ($90,000). No other compensation for the Sen/ices will be allowed except for items covered by subsequent amendments to this Agreement. The City resen/es the right to withhold a ten percent (10%) retention until City has accepted the work and/or Sen/ices specified in Exhibit "A". Incremental payments, ifappllcable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 1/30/13 6. STATUS OF CONTRACTOR/HIRING OF CONTRACTOR PERSONNEL Contractor will perfonn the Sen/ices 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 sen/ices 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. If City chooses to hire Contractor personnel within the first year of Contractor personnel providing sen/ices under this Agreement, City agrees to pay a conversion fee of no more than 20% of the Contractor personnel's incoming annual salary. If City chooses to hire Contractor personnel after the completion of Contractor personnel's first year of providing sen/ices under this Agreement, there will be no conversion fee. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Sen/ices, 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 ofthis 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 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 Cit/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. City Attorney Approved Version 1/30/13 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 sen/ices 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 Risk Manager 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 ofthe 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 Liabilitv 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 Liabilitv. (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 Emolover's Liabilitv. Workers' Compensation limits as required by the California 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 Liabilitv. 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 ofthe work. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived 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 Commercial General Liability which shall provide primary coverage to the City. 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. City Attorney Approved Version 1/30/13 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 resen/es 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 Carisbad 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. 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 sen/ices 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 Citv For Contractor Name Tina Steffan Name Shiriey Park Title Chief Technology Officer Title Controller - Proven Solutions, Inc. Department Information Technology Address 9444 Waples Street City of Carlsbad San Diego, CA 92121 Address 1635 Faraday Avenue Phone No. 858-412-1112 Carisbad, CA 92008 Email spark@proveninc.com Phone No. 760-602-2454 City Attorney Approved Version 1/30/13 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 Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 Sen/ices 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 ofthe requirements ofthe 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 sen/ices 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 othenwise 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 fonwarded 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 fonvarded 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 Sen/ices, 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 sen/ices 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 ofthe 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 1/30/13 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 othenwise recover, the full amount ofthe 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 ofthe 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 Govemment 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. 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 ofthe 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. City Attorney Approved Version 1/30/13 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: Ttna CtGffgmv" Katnryn B. Dodson GWefTe6hn©l©§y^O#i6ef= Asst. City Manager <^T=x^ City Manager nr Maynr tw?- '.''•'•"'.::-'c^;- Division- Director j3^^-ja.iTt-hnri TiprI hy thp Hi ty- Mr^nagcyr BARBARA ElUGLESON City Clerk (print name/titli 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: CELIA A. BREWER, City Attorney BY: sSistant City Attorney City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES 1. Contractor shall provide a qualified and experienced person who is capable of fulfilling the following Information Technology skills 2. Contractor will provide both remote and on-site business intelligence architecture and analysis consulting services. Business Intelligence Analyst The Business Intelligence Analyst position provides data warehouse architectural design, development and support in multi-platform environments, wori<s on multiple projects as a team member and may lead projects of moderate complexity. Duties and Responsibilities • Lead business analysis tasks and coordinate with IT (project manager, business analysts) and stakeholders for the full business cycle of related projects. Gather and assess business infonnation needs and prepares system requirements. Perfonn analysis, develop and evaluate the process of data mining in a data warehouse environment to include data design, database architecture, metadata and repository creation. Use data mining and data analysis tools. Review and validate data loaded into the data warehouse for accuracy. Interact with user community to produce reporting requirements. Provide technical consulting to users ofthe various data warehouses and advise users on conflicts and inappropriate data usage. Provide prototyping solutions, prepares test scripts, and conducts tests and for data replication, extraction, loading, cleansing, and data modeling for data warehouses. Maintain knowledge of software tools, languages, scripts, and shells that effectively support the data warehouse environment in different operating system environments. Possess worthing knowledge of Relational Database Management Systems (RDBMS) and data warehouse front-end tools. Must have an extensive knowledge of data warehouse and data mart concepts. Sets and conducts requirements sessionsrr Manages requirements specifications. Drives solution options analysis along with technical team. Reviews test cases, develops user acceptance testing test scripts. Provides status updates to project manager. Knowledge and Abilities Data integration and tools Complex data analysis Database warehousing and business intelligence Application development using .NET Trends and developments in business intelligence practices and related technologies, operating systems and application development Project management practices and the ability to manage multiple projects simultaneously Programming or shell scripting Production support experience utilizing effective communication, troubleshooting skills City Attomey Approved Version 1/30/13 . Business intelligence sen/ices for analytics, reporting and data transformation Education and Experience Education: Bachelor's Degree in Computer Science, Information Systems, or other related field or equivalent work experience. Experience: Have 5 to 7 years of business analyst worit experience, business intelligence tools and systems. Business Intelligence Arcfafecf ... „ . , x •• The Business Intelligence (Bl) Architect will be responsible for providing Business Intelligence data modeling and data integration solutions related to complex Bl projects. The Bl Architect will partner and collaborate with business owners to translate requirements into complete data warehouse and business intelligence solutions. In addition, the Bl Architect will develop logical/physical data models, data integrations, data transformations, data loads, and assists with long-term data warehouse strategy development. Potential Duties and Responsibilities Design and develop overall data architecture, data model, database design, data integration, transfomiations, and load processes. Perfonn data analysis to design and develop appropriate design models for warehouse and analytics. Collaborate with team to establish data architecture design. Develop logical and physical data models to support design and development of data warehouse and data marts. Develop and implement OLAP cubes. j , • * Worit in partnership with database administrators to implement physical data model in to high performing databases. Translate client user requirements into data flows and data mappings. Architect, develop and implement data integration process (ETL) using Informatica or other data integration tools to load data warehouse and data marts. Troubleshoot and provide technical assistance in the use and understanding of existing data warehouse applications. x- -r u . Miscellaneous activities and responsibilities as assigned by the Information Technology Manager. Knowledge and Abilities . Ability to perform data analysis and data profiling to help in data architecture. • Experience in developing dimensional models with conformed dimensions. • Experience with OLAP development. • Wori<ing knowledge of Oracle DBMS & MS SQL Sen/er DBMS. . Knowledge of Agile data warehouse delivery methodologies. • Skilled in developing requirements and technical specifications documentation. . Ability to design, develop, and deploy new solutions while supporting and enhancing existing enterprise solutions. „ , * x- r>„x„ . Prefen-ed tools experience to include Infomnatica PowerCenter 8.x/9.x, Infonnatica Data Quality (IDQ), Informatica Data Explorer (IDE). • Knowledge of Cognos 8.4 /Cognos 10 is a plus. City Attorney Approved Version 1/30/13 . Excellent oral and written communication skills are expected of the successful candidate. Education: Bachelor's degree in Information Systems/Technology, Computer Science, or Computer Engineering Experience: 5 or more years of Data Warehouse/Architecture or Business Intelligence experience required. 5 plus years of logical and physical data model development. 4 plus years of ETL development. 3. Fees will be billed as follows: a Business Intelligence Architect: $99.50/hour - $127.00/hour. The set houriy fee will be is-dependent on the actual consultant selected by the city for the engagement. The agreed upon fee shall be the maximum fee paid per hour for the services performed. b Business Intelligence Analyst: $81.50/hour - $99.50/hour. The set hourly fee will be is-dependent on the actual consultant selected by the city for the engagement. The agreed upon fee shall be the maximum fee paid per hour for the sen/ices performed. 4 For worit billed on an hourly basis. City shall designate a manager or other employee to review for approval each week the time records of Contractor personnel on a form provided by Contractor and submitted to the designate City approver. City's approval of such time records shall be evidenced by an authorized signature thereon and such approval shall constitute acceptance of the work performed by Contractor's technical personnel and City's agreement to pay Contractor as stated herein. Acceptance by City shall not be unreasonably withheld and any refusal to accept shall be noted on the time record for the relevant week, with a written explanation of the reasons that the work was not acceptable. Nothing herein shall eliminate City's obligation to pay Contractor for any sen/ices provided by technical personnel, which City has approved. 5 Contractor shall present weekly Invoices for all work perfonned during the preceding week. Payment shall be made within thirty (30) days upon receiving the invoices, providing that all work perfonned during the preceding month has been accepted by the City. 6 Contractor will bill for all expenses at cost and without any marit-ups; reimbursable expenses include charges incurred for out-of-pocket items such as travel, parking, and photocopying. Contractor will not incur any expense exceeding $100 without first obtaining City approval in writing. 7 If one or more of the technical personnel provided by the Contractor does not meet the City's satisfaction, the City will notify the Contractor in writing, requesting a replacement. 8. The City resen/es the right to review and pre-select candidates provided by the Contractor prior to the candidate being formally engaged by the City. City Attorney Approved Version 1/30/13 10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of SOJA U\Og)Q On (^'g-Q(;?-\A- before me, {^AY^A^/^ QP^Q CTV. Mp-VrJOr-^l Poh\\( Date I Here Insert Name and Title of the Officer I personally appeared / Name(s) of Stgner(s) UNOSCYO'efMEII CofflminiMt 2049099 Notify PuMiG' CtWoniit SMI OisQO CoMNy ^ My Comm. EnpifW Noif 23.2017 f who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature: OPTIONAL — Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: f\^T( (\>f\^ r(\ ?hr \T ^'a'v^ \V^g fyjr\J\CC^ Document Date: Number of Pages: ~7 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing:. Signer Is Representing: © 2012 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) item #5907