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Schafer Consulting; 2008-03-11;
AMENDMENT NO. 2 TO AGREEMENT FOR CONSULTING SERVICES Schafer Consulting JRijs Amendment No. 2 is entered into and effective as of the 7 day of _, 2008, amending the agreement dated March 11, 2008, (the "Agreement") bjrand between the City of Carlsbad, a municipal corporation, ("City"), and Schafer Consulting, ("Contractor") (collectively, the "Parties") for Human Resource Information System consulting services. RECITALS A. On May 8, 2008, the Parties executed Amendment No. 1 to the Agreement to include payroll in the Needs Assessment and Requirements/Gap Analysis work. B. The Parties desire to alter the Agreement's scope of work to incorporate payroll in the design and development of the HRIS RFP, and the RFP evaluation and system selection work. C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A-2", Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A- 2". 2. City will pay Contractor for all work associated with those services described in Exhibit "A-2" on a time and materials basis not-to-exceed five thousand and five hundred and fifty dollars ($5,550.00). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A-2" by September 15,2008. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR *BV: ^&2 >kjh here) .^ >«-t^ (print name/title) C* ScHafer (e-mail address) (sign here) (print name/title) g rox. (e-mail address) CITY OF qARLSBAD, a municic corporation of Jtfe^aje#fJ2slffprnia By: '"*,*>* 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 Rf^hfc, City Attorney Deputy City Attorney H:\WORD\Contracts\Schafer 2nd Amendment to Agreement.doc City Attorney Approved Version #05.22.01 CITY OF CARLSBAD - PROFESSIONAL SERVICES FOR HRIS PROJECT EXHIBIT A-2 Amendment Scope of Services and Fees SCOPE OF WORK Ongmal Amendmet1t #1 Amendment #2 ^ Feesw^/wi i_ wi w.wmi Agreement Fees Fees Fees Needs Assessment Requirements Definition/Gap Analysis Develop HRIS Technology RFP RFP Evaluation System Selection $17,000.00 $0.00 29,000.00 9,000.00 4,000.00 $3,000.00 $1,000.00 1,250.00 3,300.00 1,000.00 $20,000.00 $1,000.00 $30,250.00 $12,300.00 $5,000.00 TOTAL FEES 559,000.00 S4.000.00 S5,550.00 S68.550.00 Amendment #2 incorporates "Payroll" in the following tasks: 1. Assist in the Design and Development of a HRIS RPF(s) > Include payroll in the RFP and evaluation template. 2. RFP Evaluation > Evaluate written proposals received from vendors. > Identify a shortlist of vendors that provide the best solutions. > Tabulate costs from each of the short-listed proposals. 3. System Selection >Develop a comprehensive set of scripts for the vendors to follow. These scripts will represents business transactions being performed at the City. We will perform the following activities to facilitate the vendor demonstrations: Notify short listed vendors and coordinate proposal demonstration schedule Develop an agenda and demonstration scripts Develop an evaluation checklist for use during vendor demonstrations/interviews. Coordinate and facilitate the vendor demonstrations. H:VEXCEL\city of carsbad_cost proposal adjusted for amendment two.xls Page 1 of 2 CITY OF CARLSBAD - PROFESSIONAL SERVICES FOR HRIS PROJECT EXHIBITA-2 Amendment Scope of Services and Fees Coordinate any final questions and responses from short listed vendors Assist with the demonstration evaluation and scoring of short listed vendors. Facilitate a meeting with the evaluation committee to confirm final evaluation and scoring. If necessary, arrange for site visits for City personnel to observe organizations with similar install base and background to the City. In facilitating the site visits we will perform the following activities: Coordinate scheduling and location of site visits with the City, vendors, and site visit organizations Develop site visit questions and evaluation worksheet including recommendations for specific software functions, business processes, and/or integrations to view during the visits Participate in the site visits. Tabulate site visit evaluations and scoring > Conduct reference checks. ' Facilitate the selection of preferred software based on predetermined measurements. ' Assist City with the formulation of recommendations Hourly Rate: TITLE I Project Manager RATE $170.00 [Application Consultants $150.00 H:\EXCEL\city of carsbad_cost proposal adjusted for amendment two.xls Page 2 of 2 AMENDMENT NO. 1 TO AGREEMENT FOR CONSULTING SERVICES Schafer Consulting (This Amendment No. 1 is entered into and effective as of the ff _ day of 2008, amending the agreement dated March 11, 2008 (the "Agreeme!nt'<9by and between the City of Carlsbad, a municipal corporation, ("City"), and Schafer Consulting, ("Contractor") (collectively, the "Parties") for Human Resource Information System consulting services. RECITALS A. The Parties desire to alter the Agreement's scope of work to include an interim payroll analysis and the project timeline; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A-1", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A- 1". 2. City will pay Contractor for all work associated with those services described in Exhibit "A-1" on a time and materials basis not-to-exceed four thousand dollars ($4,000.00). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A-1" by the end of Phase III of the project timeline (attachment to Exhibit A), May 30, 2008. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment 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 Amendment. City Attorney Approved Version #05.22.01 CONTRACTOR By /r^7 nt name/title) (e-mail aoHress) LORRAINE City Clerk (print name/title) (e-mail address) 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 TOEORM: REV. 04/01/2008 CITY OF CARLSBAD - PROFESSIONAL SERVICES FOR HRIS PROJECT EXHIBIT A-1 Amendment Scope of Servics and Fees . Agreement SCOPE OF WORK Aareeme'nTLs Amendment Total Fees u Fees Needs Assessment1 Requirements Definition/Gap Analysis2 Develop HRIS Technology RFP RFP Evaluation System Selection $17,000.00 $0.00 29,000.00 9,000.00 4,000.00 $3,000.00 $1,000.00 0.00 0.00 0.00 $20,000.00 $1,000.00 $29,000.00 $9,000.00 $4,000.00 TOTAL FEES $59,000.00 $4,000.00 $63,000.00 1. Amendment Scope of Services. As part of the "Needs Assessment" section of the original scope of work, this amendment adds the payroll function of an HRIS to the HRIS areas to be reviewed, through specifically, a Payroll Needs Assessment Workshop, a Payroll Requirements Workshop, and a Payroll Needs Assessment Report. 2. Amendment Scope of Services. As part of the "Development of RFP" for vendors section of the original scope of work, this amendment adds payroll as an additional HRIS function to include in the identification of the City's requirements and areas with greatest gaps between existing capabilities and needs. Hourly Rate: TITLE |Project Manager [Application Consultants RATE $170.00 $150.00 Page 1 of 1 A - City of Carlsbad Human Resources Information System Consultant iCHAFERONSULTING ID 10 11 12 13 14 19 20 21 26 27 28 29 Task Name Duration Start Finish I Januaiy February'] March [April | May I June I July Internal Project Initiation PHASE I -NEEDS ASSESSMENT ' Task 1. Project Planning and Workp Request a list of relevant : documents Establish goals and objectives Refine project scope Establish project teams Refine timeline Task 2. Needs Assessment Kick off meeting Rev lew relevant documents Conduct needs assessment workshops Develop needs assessment reports and v islo diagrams Submit draft needs assessment analysis reports City to review report draft Incorporate City's comments Submit f inal report PHASE II - DEVELOPMENT OF RFP Taskl. Develop Functional and ITR Conduct requirements workshops Complete gap analysis and requirements Submit requirements Submit gap analysis Task 2. Development of RFP Provide guidance on RFP strategy Rev lew City procurement policies Establsih evaluation scoring methodology Establish key RFP dates Develop RFP Submit RFP for City review Incorporate City's comments Issue RFP Facilitate pre-bid conference Respond to written questions RFP due date 5 days Mon 2/4/06 30 days Mon 2/11/08 5days Mon 2/11/08 Iday Mon 2/11/08; 5 days 5 days 5 days 5 days 26 days 1 day 8 days 5 days Mon 2/11/08 Mon 2/11/08 Mon 2/11/08 Mon 2/11/08 Frl 2/15/OE Mon 2/18/08 Fri 2/15/OE Mon 2/18/08 Fri 2/8/OE| Fri3/21/OE| Fri 2/15/OE I Mon 2/11/081 Fri 2/15/OE Fri2M5/OE' Fri 2/15/OEl Fri 2/15/OE | Frl3/21/0£| Mon 2/18/081 fue 2/26/08J Fri2/22/Ofl 11 days Mon 2/18/08 Mon 3/3/06 __ , * Odays Tue3/11/08 Tue3/11/08l Tue3/18/08' Fri 3/21/0£ Fri3/21/OEi Tue 5/13/08 i Frl 4/4/OEJ Fri 3/28/0£| Fri 4/4/OEl 5 days Wed3/12/0£ 3 days Wed3/19/0£ Odays Fri 3/21/OE 37 days ; Mon 3/24/08 10days! Mon 3/24/08 5days; Mon 3/24/08 5 days Mon" 3/31/08 Odays Fri4/4/0£ Fri4/4/0£l Odays Fri 4/4/0£ Fri4/4/0£' 32 days Mon 3/31/08 Tue 5/13/08 5 days Mon 3/31/08 Fri4/4/0£' 5 days Mon 3/31/08 5 daysMon 4/7/06 5 days 7 days; Odays 3 days Odays 1 day 1 day Odays Mon 4/7/06 Mon 4/7/08 Tue 4/15/08 Wed4/16/0£ Fri 4/18/OE Mon 4/28/08 Mon 5/5/06 Tue 5/13/08 Fri 4/4/0£ Fri 4/11/0£| Fri4/11/0£ Tue 4/15/08 Tue 4/15/08 Fri 4/18/OE Fri 4/18/OE Mon 4/28/08 Mon 5/5/06 Tue 5/13/08 3/21 4/4 fi 5/13 January 11, 2008 City of Carlsbad Human Resources Information System Consultant iCHAFERONSULTING ID Task Name Duration Start Finish January February March April May I June [July 36 37 38 39 40 41 44 45 PHASE III - RFP EVALUATION Develop demo scripts Evaluate written proposal Tabulate results Meet with City to discuss shortlist vendors and next steps PHASE IV-SYSTEM SELECTION Arrange software demos Software demos Site visits Final selection 30 days Mon 4/21/08 20 days Mon 4/21/08 10 days Wed 5/14/OE 8 days Wed 5/21/OE Odays Fri 5/30/OE 30 days Mon 6/2/08 5 days Mon 6/2/08 10 days Mon 6/9/08 4 days Mon 6/30/08 1 day Frl 5130101 Fri 5M6/OS Tue 5/27/08 Fri 5/30/0£ Fri 5/30101 Fri 7/11/OJ Fri 6/6/OE Fri 6/20/0(1 Thu 7/3/08 i Fri7/11/0£ 5/30 January 11, 2008 AGREEMENT FOR CONSULTING SERVICES Schafer Consulting (THIS AGREEMENT is made and entered into as of the /^ _ day of 2008, by and between the CITY OF CARLSBAD, a municipal_ corporation, ("City"), and Schafer Consulting, a Corporation, ("Contractor"). RECITALS A. City requires the professional services of an information system consulting firm that is experienced in the selection and implementation of a Human Resource Information System (HRIS). B. Contractor has the necessary experience in providing professional services and advice related to an HRIS. 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 1 year from the date first above written. The City Manager may amend the Agreement to extend it for 3 additional 1 year periods or parts thereof in an amount not to exceed fifty-nine thousand dollars ($59,000) 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. City Attorney Approved Version #11.28.06 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be fifty-nine thousand dollars ($59,000). 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". Incremental payments 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. City Attorney Approved Version #11.28.06 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 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. City Attorney Approved Version #11.28.06 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. 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. City Attorney Approved Version #11.28.06 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 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 Erin K. Letsch Name Nancy Schafer Title Risk Manager Title President Department Risk Management Address 9 Red Leaf Lane City of Carlsbad Ladera Ranch. CA 92694 Address 1635 Faraday Ave. Phone No. (949) 276-7272 Carlsbad. CA 92008 Phone No. (760) 602-2470 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, City Attorney Approved Version #11.28.06 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 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. City Attorney Approved Version #11.28.06 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 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 sea., 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 City Attorney Approved Version #11.28.06 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 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 corpora OF '(sfgn here) /Nancy SchaTerf President (print name/title) nschafer@schaferconsult.com (e-mail addrej ATTEST *By: (skJfThere) / PWilliam Y. Hsur Secretary (print name/title) bhsu@schaferconsult.com (e-mail address) 8 City Attorney Appfovp^^0^ #11.28.06 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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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. TO FORM: y~CTty Attorney City Attorney Approved Version #04.01.02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On Date before me, personally appeared / //?//i (/ c and'Title of toi Officer / / illiam Wen Yt/nq Hsu nar/c\ ' ' " /J ELIZABETH KARACUSCHANSKYl Commission #1537393 | Notary Public - California \ Orange County I My Comm. Expires Jan 19.2009| Place Notary Seal Above 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/thfiy_executed the same in his/her/tbeic 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 ha Signature OPTIONAL 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 D9cument Title or Type of Document:. Document Date: . tor (finsi/ltim Number of Pages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:. RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ava, P.O. Box 2402 • Chatsworth, CA 91313-2402• www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 EXHIBIT "A' SCOPE OF SERVICES See attached proposal dated January 11, 2008. Incremental payments (4) for each phase, are shown on the last page of the proposal. H:\WORD\Contracts\Schafer Consulting Agreement.doc City Attorney Approved Version #04.01.02 10 /r" >4 City oi Carlsbad C /"~» LJ A E C D Human Resources Information System Consultant J?rrt.t «iif V *>Jf*CONSULTING SECTION II - TECHNICAL APPROACH A. PROJECT UNDERSTANDING Schafer Consulting understands that the City would like to procure and implement a web-based, "commercial off the shelf HRIS to achieve: /• A centralized Human Resources system to integrate the administration of City-wide information, programs and services / Enhanced customized reporting with robust analytical tools / Improvement in the accuracy, availability and relevance of Human Resources information > Streamlined human resources workflow and management functions ' Reallocate staff time from performing non-value added tasks (reconciliation amongst various systems, duplicate data entry, etc.) to more strategic human resources issues ' Compliance with regulations and the City's Strategic Technology Plan /• Improve technological architecture (leverage web-based technology, enhance security, employee and manager self service tools and consolidate applications) The above project goals will ultimately address some of the current constraints, including: > Managing the employee full life-cycle using a patchwork of systems and software > Inefficiencies and redundancies that exist in current processes / Lack of analytical reporting tools to allow timely management decisions The City would like to hire a qualified consultant (or consulting firm) to provide guidance and expertise gained from prior HRIS needs assessments, evaluations and selections. The selected consultant would be responsible for assigning an experienced and dedicated team to perform the scope of work as defined by the City, which includes: ' Review of existing systems and activities as they relate to a HRIS / Gather relevant information to define the HRIS objectives and needs > Recommend possible process improvements / Provide a detailed Needs Analysis Report / Develop an RFP for the procurement of a new HRIS / Evaluate proposals submitted by HRIS vendors / Provide the necessary tools and templates to allow for system selection Our experience in acquiring and implementing HRIS systems has taught us that a HRIS project cannot succeed without top management commitment, a clear focus about the goals of the project, and good management of change. By sharing our experience with the City, we can bring learned factors of success to the project and create awareness among the City's project team. Below, we describe our approach and methodology for accomplishing the activities necessary to meet the requirements of the scope of work. All deliverables and work products will be subject to the review and approval by designated City personnel before they are finalized and before the project team proceeds to the next task of the project. Our approach will be tailored to fit the City's environment as we gather more pertinent information about its business, financial and information systems needs. Our methodology has been built on the "best practices" gained from participating in the selection and implementation processes for other similar projects. We believe that establishing a strong project structure from the onset is the best way of ensuring achievement of the project goals. The following is a brief description of the building blocks for defining a successful project structure. January 11, 2008 Page 16 City of Carlsbad Human Resources Information System Consultant SCHAFERCON SUITING B. PHASE I - NEEDS ASSESSMENT Project Planning and Work Plan At the onset of the project, we will meet with the City to establish lines of communication and to develop a common understanding as to what is included in or excluded from the project. The project scope will be the foundation on which the project schedule, budget and resource plans are built. We will focus on establishing agreement on the outcome of the project and discuss the changes that will occur upon completion of the project. The meeting will also enable us to introduce Schafer and City project team members and to discuss our basic approach to the project. Develop a Detailed Work Plan, Schedule, and Budget. The work plan will detail our approach to the project and define a strategy that will provide team members with clarification on all phases of the project. In order to develop an effective project plan, we will work with the City's Project Manager to: > Establish goals and objectives. We will refine the goals and objectives of the City and determine the critical success factors by which achievement of the objectives will be judged. / Determine the project scope - We will define all aspects that the project will cover. This includes: - Determining which functions and/or systems should be included - Identifying functions and systems that will be outside the scope of the project that may still need to be addressed - Determining interfaces and conversions - Identifying the number of users > Update project schedule - We will develop an updated project schedule after obtaining a better understanding of the scope in order to ensure timeliness, quality, and efficiency. A Gantt chart will be used that estimates the total length of the project, identifies tasks, milestones, deliverables and resources necessary to complete each project work breakdown structure. Needs Assessment The needs assessment is designed to provide the City with an objective review of its current human resources technology, processes and system. This will become the backbone of the HRIS RFP. At a minimum, we will review the following areas: / Personnel Administration ' Position Control / Training/Certification > Benefits > Leave Management -' Employee/Manager self service / Applicant tracking (e-recruiting) > Timekeeping Our needs assessment review includes the following steps: • Gather and Review Documentation Schafer Consulting will gather and review documentation that may be pertinent to the HRIS project. Sample documents may include: January 11, 2008 Page 17 City of Carlsbad C S~* IT A C C D Human Resources Information System Consultant >3 V^ II f\ I C tvCONSULTING Employee Handbook (including information on insurance, compensated absences, pension plan and other benefits) /• Recruiting (Applicant Tracking) Policies s Training Policies -- Sample pay checks/advice ,• Salary schedule - Sample time entry forms ; Sample reports x Inventory of all applications that interface or should be interfaced to the current HRIS , Purpose of these applications / Description of operating system/platform -' Interface data - System schematics • Conduct Needs Assessment Workshops We will initiate group discussions through conducting needs assessment workshops that consist of cross organizational/departmental team members. The invited attendees may include, but not limited to Management, project team members (HR Director, Acting IT Director, HR Management Analyst and Risk Manager), and representatives from the following departments: > Police - Fire / Public Works .- Payroll ' Accounting Information Technology We have already developed a list of discussion questionnaires for each of the above functional areas mentioned above. Through the use of these questionnaires during the workshops, we will be able to gather information and uncover the current processes, responsibilities, inputs, outputs and controls. We will also review and document the prioritization of needs expressed by the attendees. In addition to documenting our understanding of the current environment through the questionnaires, we will also: - Identify other possible uses of a HRIS, such as business process improvements. / Where appropriate, incorporate initial assessment already performed by the City to avoid duplication of effort • Deliverable - Report Results At the conclusion of Phase 1, we will provide a Draft HRIS Needs Analysis Report, which includes: .- Departmental objectives and requirements / Detailed business processes for each functional area / Workflow opportunities ,- Recommended improvements for business process efficiencies - Cost analysis for start up costs, ongoing operating costs and measurable benefits We will revised the draft version based on feedback from the City and finalize the HRIS Needs Analysis Report. January 11, 2008 Page 18 City of Carlsbad C /"»1_I A E C D Human Resources Information System Consultant y x"i. « «t« C * L.«%CONSULTING C. PHASE II - DEVELOPMENT OF RFP Develop Functional and IT Requirements Another series of workshops will take place during this phase to analyze the gaps between the current systems and a future solution. We will use requirements matrix templates to facilitate these "requirements matrix" workshops. A separate matrix has been developed for each human resources functional area in order to assess system requirements that are specific to that department/functional area. These matrices will be distributed prior to the workshops, allowing the team members to preview what is expected from them. During the workshops, the team members will have the opportunity to collectively rate how well the current system is meeting each function or feature on the matrix and how important or desirable it is in the future. The workshops will also provide the opportunity to the subject matter experts to identify additional requirements that are unique to the City of Santa Rosa. Deliverables: At the conclusion of the requirements workshops, we will submit the finalized requirements matrices by each human resources functional area. There are formulas built into our template to tabulate the functional gaps in the existing systems. These requirements matrices serve two purposes; to identify areas with the greatest gaps and to identify the City's requirements to prospective software vendors. The requirements will be inserted in the HRIS Replacement RFP, allowing the software venders to respond on how well their solution can meet the requirements of the City. Assist in the Design and Development of a HRIS RPF(s) The goal of a competitive solicitation for software selection is to elicit the most accurate information from vendors that will allow the City to evaluate the vendor's software against the documented requirements. Below we describe what will be performed for the City: / Provide guidance on whether to issue one HRIS RFP or separate RFP's for the software/systems and for the management of such software and systems. / Obtain and review all pertinent City procurement regulations and laws. / Provide guidance to City personnel to establish evaluation and scoring criteria using our pre- established criteria and templates as guideline. - Establish a deadline for receipt of proposals. > Reach consensus with City personnel on agreed upon vendors. ' Lead the City's Project Team in the preparation and issuance of RFP(s). At a minimum, the RFP(s) will include the following: - Explanation of the City's Current System - To define the City's current software, hardware, and IT standards. References to the Needs Analysis report will also be included in this section. - Scope of Work - To define specifications regarding the software solutions, the City's role/responsibility in the project, project management services, the system integration plan, implementation services, data conversion, data interfaces, testing, training, documentation, system deployment, and on-going support and maintenance. - Response Format - To include submission and delivery requirements, inquiry submissions, addenda instructions, and specific content and format guidelines. - Proposal Evaluation - To explain the City's evaluation method, selection criteria, the proposal evaluation process, the scoring methodology, evaluation factors, product demonstrations and site visits, and contract negotiations. - Terms & Conditions - To define the procurement schedule and selected terms and conditions. January 11, 2008 Page 19 City of Carlsbad Human Resources Information System Consultant SCHAFERCON SUITING - Response Sheets - We will also include several documents that the vendor will need to complete, including the functionality requirements matrices, pricing worksheets, client references, etc. Other required documents such as acceptance of terms and conditions, pre- proposal registration, third party software form, Designated Contacts, etc. are more client specific. We will discuss with the City to determine what other RFP documents are required. - Additional Requirements - We typically ask the vendors to include samples of their reports and training materials with their proposal. > Lead a pre-bid conference to address vendors' questions. •> Work with City to respond to vendor's written questions. At Schafer Consulting, we believe a clear, concise RFP is the beginning of a successful project. A clear RFP will bring in the information the City is seeking, and will produce more and better qualified responses. It will enable bidders to thoroughly comprehend the needs of the City and the environment in which the system will operate Before we begin the process of developing the RFP, we will develop a procurement strategy to ensure that the procurement process is performed in the best interest of the City and that the project team and the City completely agree on the approach and the expected outcome. In addition, the strategy will help to ensure that the RFP is in compliance with all applicable legal codes and requirements. Once the strategy has been accepted, we will begin the process of actually writing the RFP. We believe that evaluation criteria should be established and included in the RFP so the software vendors clearly understand the critical points that are important to the City and allow them the opportunity to fully address those points in their responses. We will assist the City in conducting a pre-bid conference for the software vendors to answer their questions and clarify issues not addressed in the RFP. In addition, we will also coordinate the written questions from vendors and ensure that the responses are distributed promptly to every vendor on the bidders list. Based on the information provided in the software RFP, the City should receive software bids for a user-friendly system that provides financial data in a fast and efficient manner and has the ability to meet all reporting requirements now and well into the future. Deliverables: An RFP(s) for the replacement of the City's HRIS systems. D. PHASE III - RFP EVALUATION Proposals that meet the basic requirements established in the RFP(s) (i.e.: deadline for submission and format requirements) will undergo an evaluation process. The ultimate goal in proposal evaluation is to select the vendor that offers the best value to meet the needs of the City. Best value does not necessarily mean lowest price, but it does mean best price for the services and products offered. The tasks we undertake in proposal evaluation are crucial and comprise of the following: / Establish an evaluation committee made up of City and Schafer Consulting representatives. Committee members may also include system experts in the areas of application functionality, application programming, database administration and system analysis. / Evaluate proposals received from vendors based on the criteria established under Phase II. / Identify a shortlist of vendors that provide the best solutions. / Tabulate costs from each of the short-listed proposals. / At a minimum, the cost of each software solution should include: January 11, 2008 Page 20 City of Carlsbad Human Resources Information System Consultant SCHA!CONSULTING'UP Software Licence Third party software (if applicable) Professional services for training, interface programming, conversion programming, 3rd party independent project oversight, backfill, etc. On-going technical support Annual maintenance Payment schedule Hourly rates for each consulting category The necessary hardware to run the new system E. PHASE IV - SYSTEM SELECTION In selecting the best software solution, we will consider the following: Quality, clarity and responsiveness of proposal in conformance with instructions, conditions and format contained herein. Quality of software/implementation services. Functional/Technical requirements. - Installation, implementation and training plan. Demonstrated performance of proposed system elsewhere in the public sector; system maintenance, updating and ongoing technical support. Vendor financial stability. Potential product demonstrations and site visits. Cost reasonability and benefit of software solution Provide references regarding adherence to contract terms and conditions Lawsuits or settlements that might have been made Investment levels of the company in improving their product(s) - In other words, the amount the company spends on Research & Development every year. We can compare industry standards against the selected vendor's actual expenditures. Customer service and support reputation of the company - One of the determining factors is whether the company's customer support center has received the prestigious Support Center Practices (SCP) Certification, which measures the effectiveness of customer support using stringent performance standards and industry best practices. Frequency and pattern of software releases We will perform the following tasks under Phase IV: For the short listed vendors, we will arrange on-site software demonstrations to include "hands- on" software availability for City personnel. Prior to the software demo, we will develop a comprehensive set of scripts for the vendors to follow. These scripts will represents business transactions being performed at the City. Schafer Consulting will perform the following activities in facilitating the vendor demonstrations: - Notify short listed vendors and coordinate proposal demonstration schedule - Develop an agenda and demonstration scripts - Develop an evaluation checklist for use during vendor demonstrations/interviews. Coordinate and facilitate the vendor demonstrations. - Coordinate any final questions and responses from short listed vendors - Assist with the demonstration evaluation and scoring of short listed vendors. January 11,2008 Page 21 City of Carlsbad C /"»l_J A C C D Human Resources Information System Consultant r nM<iii T itJr Facilitate a meeting with the evaluation committee to confirm final evaluation and scoring. / If necessary, arrange for site visits for City personnel to observe organizations with similar install base and background to the City. Schafer Consulting's consultants will provide assistance to assure that these visits are as beneficial as possible. In facilitating the site visits we will perform the following activities: - Coordinate scheduling and location of site visits with the City, vendors, and site visit organizations - Develop site visit questions and evaluation worksheet including recommendations for specific software functions, business processes, and/or integrations to view during the visits - Participate in the site visits. - Tabulate site visit evaluations and scoring /• Conduct reference checks. Schafer Consulting will make telephone reference checks of vendors listed in the "short-listed" vendor's proposals, as well as additional vendors if considered desirable. The information to be requested will be based on proven templates developed by Schafer Consulting, supplemented by additional questions resulting from the proposals and/or industry knowledge. Schafer Consulting will provide the selection team members with copies of the questions and summaries of the answers from each reference call. > Facilitate the selection of preferred software based on predetermined measurements. > Assist City with the formulation of recommendations CITY OF CARLSBAD - PROFESSIONAL SERVICES FOR HRIS PROJECT FIXED FEE PROPOSAL AMOUNT Needs Assessment Total Amount $17,000.00 Develop HRIS Technology RFP 29,000.00 RFP Evaluation 9,000.00 System Selection TOTAL COST 4.000.00 $59,000.00 * Assumes shortlisting 3 vendors with a 1 day demo each ** the cost of this option is usually defined once the vendor is selected. Hourly Rate: TITLE [Project Manager RATE $170.00 [Application Consultants $150.00 Page 1 of 1