HomeMy WebLinkAbout2015-02-10; City Council; 21845; Agreement Plante & Moran PLLC for Management ServicesCITY OF CARLSBAD - AGENDA BILL 8
AB# 21,845 ADOPTION OF RESOLUTION APPROVING
AGREEMENT WITH PLANTE & MORAN, PLLC, IN AN
AMOUNT NOT TO EXCEED $187,000, FOR BUSINESS
PROCESS MANAGEMENT PROFESSIONAL SERVICES
DEPT DIR££IQ3 KE>
DATE 2/10/15
ADOPTION OF RESOLUTION APPROVING
AGREEMENT WITH PLANTE & MORAN, PLLC, IN AN
AMOUNT NOT TO EXCEED $187,000, FOR BUSINESS
PROCESS MANAGEMENT PROFESSIONAL SERVICES
CITY/^^Dfc^*^—
DEPT. ASD - IT
ADOPTION OF RESOLUTION APPROVING
AGREEMENT WITH PLANTE & MORAN, PLLC, IN AN
AMOUNT NOT TO EXCEED $187,000, FOR BUSINESS
PROCESS MANAGEMENT PROFESSIONAL SERVICES
RECOMMENDED ACTION:
That City Council adopt Resolution No. 2015-028 approving a professional services agreement with
Plante & Moran, PLLC for Business Process Management Services (BPMS), services that are a means of
improving business performance outcomes and operational effectiveness. Services provided under the
agreement are expected to be complete within 6 months and will not exceed $187,000 per agreement
term.
ITEM EXPLANATION:
As the City of Carlsbad begins the process of replacing its financial system, it seeks to use professional
services to assist in documenting the standardized processes/workflows associated with major functions
within the financial and procurement management, facilities and operations, human resources, service
and work order management, and asset management areas of the City. A better understanding of
business processes will highlight ways to improve as well as provide the City with an important tool to
deal with the accelerating levels of change facing the organization - including the upcoming
implementation ofthe Enterprise Resource Planning System.
Once the "as-is" processes are documented, work will begin to develop best of breed workflows and
processes that will necessitate changes in procedures, relevant policies, or use of technology. The
standardized processes and workflows developed should (1) improve operational efficiency for individual
divisions and the collective city unit, (2) establish a shared and sustainable operational platform for
future training and development for designated processes and workflows, and 3) discover cross
functional synergies in operations and apply methodologies to eliminate redundant workflow and work
product.
Services are needed from a vendor with significant experience in conducting business process
management and redesign for governmental clients as part of the implementation of new ERP systems.
Plante Moran meets this requirement and in addition has significant and recent experience in performing
process improvement, operations analysis, needs assessment, software selection and implementation
related projects for municipal clients with similar needs as the City of Carlsbad.
In July of 2014, A Request for Proposal (RFP) for BPM Services was released. Seven vendors responded to
the RFP and Plante & Moran, PLLC was selected as the vendor best qualified to assist the City of Carlsbad
on this important project. Plante & Moran, PLLC is one of the largest consulting and accounting firms
nationally, with extensive experience and subject expertise in serving the public sector.
DEPARTMENT CONTACT: Tina Steffan 760-602-2454 tina.steffan@carlsbadca.gov
FOR CLERK USE.
COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC •
DENIED • CONTINUED TO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER-SEE MINUTES •
AMENDED • REPORT RECEIVED ° 1
Page 2 of 2
FISCAL IMPACT:
Work performed under this engagement is predicted to be complete within six months of project
initiation and will not exceed $187,000. Funds needed for this project were set aside in the Information
Technology Department FY 14/15 budget.
ENVIRONMENTAL IMPACT:
Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the
meaning of CEQA in that it has no potential to cause either a direct physical change in the environment,
or a reasonably foreseeable indirect physical change in the environment, and therefore does not require
environmental review.
EXHIBITS:
2015-028
1. Resolution No. Awarding the Contract to Plante & Moran, PLLC for Business Process
Management Services
2. Agreement with Plante & Moran, PLLC for Business Process Management Services
RESOLUTION NO. 2015-028
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AWARDING A CONTRACT TO PLANTE & MORAN,
PLLC FOR BUSINESS PROCESS MANAGEMENT SERVICES IN AN
4 AMOUNT NOT TO EXCEED $187,000
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WHEREAS, the city is in the research and analysis phase of preparation in the
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y replacement of the city's financial management system; and
8 WHEREAS, the city seeks to use professional services to assist in documenting and
^ standardizing the processes and workflows associated with the city major functions associated
with the financial management system; and
WHEREAS, standardized processes and workflows developed should improve
operational efficiency and discover cross functional synergies to eliminate redundant workflow
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j4 and work product; and
15 WHEREAS, in July of 2014 the information technology department developed a request
for proposal (RFP) for Business Process Management Services; and
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21 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
22 California, as follows that:
The above recitations are true and correct.
WHEREAS, Plante & Moran, PLLC, one of the largest consulting and accounting firms
nationally, with extensive experience and subject expertise in serving the public sector was
selected at the vendor who could provide the best service value to the city; and
2. The City Council of the City of Carlsbad awards a contract, in an amount not to
exceed $187,000, to Plante & Moran, PLLC for Business Process Management
Services.
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The Mayor ofthe City of Carlsbad is authorized to execute the contract with
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PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 10*^ day of February, 2015, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Blackburn, Schumacher, Wood, Packard.
None.
ABSENT: None.
MATT HALL, Mayor
ATTEST:
SHELLEY COLLlNB, V\ssistant City Clerk
(SEAL) y>%J;^.to '^\^
'yh
AGREEMENT FOR BUSINESS PROCESS MANAGEMENT SERVICES
PLANTE & MORAN, PLLC
THIS AGREEMENT is made and entered into as of the /O^ day of
fisJbrUC^VCf , 20iS, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Plante & Moran, PLLC, a Michigan professional limited liability company,
("Contractor").
RECITALS
A. City requires the professional services of an information technology services
contractor that is experienced in conducting business process management assessments and
related workflow consulting services.
B. Contractor has the necessary experience in providing professional services and
advice related to identifying ways to make business processes more effective, more efficient and
more capable of adapting to an ever changing organizational environment;
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 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 year from the date first above
written. The City Manager may amend the Agreement to extend it for two additional one year
periods or parts thereof in an amount not to-exceed one hundred eighty seven thousand dollars
($187,000) 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 the Services to be performed during the initial Agreement term shall not
exceed one hundred eighty seven thousand dollars ($187,000). 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".
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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
Subject to the terms of this Section 7 and other applicable provisions of this Agreement, the City
acknowledges and approves Contractor's sub-contracting of a portion of the Services to BPM
Advisors. Except as set forth above. 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, hold harmless, and defend 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 to the extent 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.
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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 carrier is required to have
a current Best's Key Rating of not less than "A-iVM". 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 Coveraqes 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 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 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 Emplover'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 of the 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.
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10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements or other
verifications of insurance 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 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. 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. Notwithstanding the above, City recognizes and
agrees that Contractor will be using certain proprietary information, ideas, templates, systems,
techniques, and processes that Contractor has developed at its own expense ("Contractor's
Proprietary Information") and that City is not, through this Agreement paying Contractor's costs
to develop Contractor's Proprietary Information. Accordingly, City agrees that Contractor's
Proprietary Information shall remain the property of Contractor and City agrees to take all
reasonable steps to insure that Contractor's Proprietary Information is not disclosed to others,
without the prior written consent of Contractor. Moreover, the ideas, concepts, know-how, or
techniques developed by Contractor or jointly by the Contractor during this course of the parties'
performance of this Agreement may be used by either party without obligation of notice or
accounting.
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.
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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 Dennis J. Bagley
Title Chief Technology Officer Title Partner
Department N Information Technology Address 27400 Northwestern Hwy.
City of Carlsbad Southfield, Ml 48037
Address 1635 Faraday Avenue Phone No. 248.223.3348
Carlsbad, CA 92008 Email dennis.bagley@plantemoran.com
Phone No. 760-602-2454
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 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 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 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 forwarded to the City Manager. The
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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 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 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 seg..
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.
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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 nor 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. PROFESSIONAL SERVICE TERMS
This Agreement shall be subject to the terms and conditions attached hereto as Exhibit C which
is incorporated herein by reference. In the event of a conflict between this document and Exhibit
C that cannot be reconciled, this document shall take precedence.
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27. 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:
(sign here)
(print name/title)
By:
(siqn here)
By:
Mayor
City of Carlsbad
ATTEST:
(sign here)
AOAY^ . ?A/lr^^iL City Clerk
(print name/title)
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. BB5yiH=^, City Attorney^
Assistant City Attorney
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STATE OF MICHIGAN
COUNTY OF OAKLAND
The foregoing instrument was acknowledged before me this 18*'' day of December, 2014, by Dennis
Bagley and Adam Rujan, who are personally known to me.
Signature of Notary Public
0^1051 ^09,0
My Commission Expires
LUCIGCASTON
Notary Public, State of Michigan
County of Oakland
My (k)mmlssloa ExptK fjeb, 05,2020i
Acttng In Hie Countv dralf iCLn j>j
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EXHIBIT "A"
SCOPE OF SERVICES
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Phase 0: Project Management
Activity City Involvement P&M Involvement Deliverable(s) Proposal
Phase / step
Fees
1. Project
Initiation
* Participate in project
and deliverable
expectation setting
meetings
* Participate in project
planning meetings
* Identify and invite
participants to be
included in the project
meetings.
* Establish project and
deliverable expectations
* Participate in project
planning meetings
* Communicate
expected participants in
the project meetings
* Prepare the agenda
and material for the
project meetings
Agenda and
Meeting Material
0.1 $940
2. Confirm
Project
Organizational
Structure
* Work with P&M in
defining an
appropriate project
organizational
structure
* Assist in defining
roles and
responsibilities of the
various project
organizational
components
* Determine City staff
that will fulfill the
various roles defined
* Work with the City in
the development of a
project organizational
structure
* Work with the City in
identifying roles and
responsibilities for the
various components of
the project
organizational structure
* Identify estimated time
commitment for each of
the roles on the project
Project
Organizational
structure
0.3 $1,880
3. Develop
Project Charter
* Confirm project
scope
* Assist in the
development of the
project charter
* Confirm project scope
* Draft a project charter
and provide to the City
for feedback
Project Charter 0.4 $940
1. Develop
Detailed Project
=lan
* Review and approve
the proposed project
work plan
* Develop a draft project
work plan that will be
updated to a final form
based on City feedback
* Maintain and update
the project work plan
MS Project Plan 0.5 $1,880
5. Populate
Project
Collaboration
Denter
* Provide project
collaboration
environment
* Set-up the project
collaboration
environment
* Work with P&M in
determining what
should be included In
the collaboration
environment
* Work with P&M in
establishing guidelines
around the use of the
collaboration
environment
* Work with the City in
setting up the
collaboration
environment
* Work with the City in
establishing procedures
regarding the use of the
collaboration
environment
Project
Collaboration
Center
0.6 $940
}. Schedule
ind Moderate
'roject Status
i/leetings
* Participate in project
status meetings
* Develop meeting
agendas
* Facilitate project
status meetings
Project Meeting
Agendas
0.7 $7,520
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Phase 1: Business Process Model & Analysis
Activity
1. Conduct
Vlanagement
nterviews
2. Leadership
Awareness
Session and
Business Case
3. Review
Documents
X. Conduct
Stakeholder
nterviews
). Document
\s-ls Processes
City Involvement
* Coordinate and
schedule interviews
with
Management/Leaders
* Management/
Leadership to
participate in Interview
sessions with Plante
Moran staff
* Provide input on key
concerns with current
solution and desires
from prospective
replacement system
* Discuss Business
Case for proceeding
* City Leaders to meet
with Plante Moran
consultants
* Participate in ERP
Awareness session
'* Provide documents
to P&M upon request
* Identify select
individuals to be
included in
Stakeholder
Interviews and Kick-
Off Meeting
* Coordinate
scheduling of
interviews and Kick-
Off Meeting
* Stakeholders to
prepare for interviews
by reviewing interview
questionnaire and
pulling together
appropriate
documents requested
* Stakeholders
participate in interview
sessions and Kick-Off
Meeting
Review and provide
feedback on Proof of
Concept, As-ls
Process
Documentation, and
Issues and
Opportunities Matrix
* Coordinate obtaining
and sharing feedback
from departments
P&M Involvement
* Assist in coordinating
and scheduling
inten/iews with
Management/Leadership
* Conduct
Management/Leadership
initial interviews on-site
(12 hours)
* Provide
Management/Leaders
interview Agenda
* Prepare Initial Issues
and Opportunities, and
Case Studies and review
with City Project
Governance team
* Discuss Business Case
for proceeding with City
Project Governance
team
'* Prepare ERP
Awareness presentation
for City
* Present ERP
Awareness presentation
to City Leadership
* Request documents for
review from the City
* Review requested
documents
* Review current As-ls
documentation and
discuss with city
representatives
* Provide guidance
regarding participation in
stakeholder Interviews
and Kick-Off Meeting
* Provide available time
slots in which to
schedule interviews and
Kick-Off Meeting
* Provide questionnaire
and request for
information to collect
from stakeholders in
preparation for the
interviews
* Conduct inten/iews and
document results
* Prepare Proof of
Concept for As-ls
Process Documentation
* Prepare As-ls Process
Documentation
* Prepare Issues and
Opportunities Matrix and
communicate with City
Deliverable(s)
Initial Issues and
Opportunities
Case Studies
ERP Awareness
Presentation
Information
Request List
Kick Off
Presentation
Interview
Schedule
Departmental
Interview
Questionnaire
As-ls Process
Maps (30 Maps in
Microsoft Visio)
Issues and
Opportunities
Matrix
Proposal
Phase/
Step
0.2
1.1
1.2
1.3
Fees
$3,700
$7,050
$2,350
$21,150
$39,950
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City Attomey Approved Version 1/30/13
3. Conduct
Comparative
Research
Benchmarking)
* Review benchmark
data provided by P&M
and provide feedback
* As needed, identify 4
appropriate targets for
additional comparative
research
* Conduct research and
comparison activities
based on 4 identified
targets
* As needed, reach out to
benchmarking targets
Benchmarking
Analysis
1.7 $9,400
1. Determine
<ey
Performance
ndicators
* Review Key
Performance
Indicators and provide
feedback
* Provide sample Key
Performance Indicators
for the City's
consideration
* Update Key
Performance Indicators
based on feedback from
the City
* Incorporate Key
Performance Indicators
into materials for
subsequent steps
Key Performance
Indicators
1.6 $9,400
3. Compile
Preliminary
Assessment
* Review and provide
feedback on as-is
analysis, including
identified issues,
recommendations,
business case
material,
communication plan,
and other deliverable
materials.
* Prepare as-is analysis,
including identifying
issues,
recommendations,
business case material,
communication plan, and
other deliverable
materials.
* Distribute relevant
information to City for
review.
Preliminary
Assessment
Summary and Key
Recommendations
1.4 $14,100
3. Conduct
/isioning
Sessions
* Identify participants
for the visioning
sessions.* Schedule
visioning sessions.*
Review materials in
preparation for the
visioning sessions.*
Participate in the
visioning sessions.*
Review results of
visioning sessions.*
Assist in identifying
prioritization criteria.
* Develop agenda for
visioning sessions.*
Provide material to
participants in advance
of the sessions.* Work
with City in identifying
session participants.*
Facilitate visioning
sessions.* Document
and distribute results of
visioning sessions.
Visioning
AgendaResults of
Visioning Sessions
(To Be Process
Maps and KPIs)
1.5 $18,800
10. Assess
Staffing Needs
* Review estimated
staffing requirements
and assist with
preliminarily
identifying potential
ideal internal
resources and
significant resource
gaps
* Identify preliminary
estimates / potential
staffing needs and level
of effort for system
implementation and on-
going support
* Assess IT staff and
non-IT staffing needs
* Work with the City to
review staffing
requirements
Staffing Needs
Assessment
2.1 $9,400
11. Develop
Total Cost of
Dwnership
TCO) / Return
)n Investment
\nalysis
* Review cost
categories,
assumptions and
assist with gathering /
estimating costs
* Identify key
communication
requirements to City
stakeholders and
assist with
presentation
* Repurpose / update
for ongoing internal
communication
purposes
* Identify and quantify
cost categories and
estimated costs
* Prepare total cost of
ownership (TCO) and
Return on Investment
analysis for new system
* Assist with presentation
of cost/benefit analysis to
key City management.
TCO/ROI Analysis 2.2 $14,100
12. Develop
vieeds
Assessment
Report
* Review draft Needs
Assessment report
provided by P&M
* Attend meeting(s) to
discuss the report and
* Develop and deliver
Needs Assessment
Report
* Attend meeting(s) to
Needs
Assessment
Report (Business
Case)
Plan of Action
1.8 & 2.3 $14,100
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City Attorney Approved Version 1/30/13
n
provide feedback to
P&M to finalize
review and discuss draft
report
13. Prepare
=inal Report
* Participate in
presentation, if
desired
* Finalize and distribute
the Needs Assessment
Report
* Prepare presentation
and present the Plan of
Action, if desired.
Final Report
Presentation
1.9 $9,400
Totals by Phase Estimated Hours Fees
Phase 0: Project Management 60 $14,100
Phase 1: Business Process Model &
Analysis
736 $172,900
Fotal Phases 0-1: 796
$187,000
Project Contingency $0
Total Project Budget $187,000
Plante Moran will invoice the City of Carlsbad based on Deliverables provided to the City in the amounts
presented in this Exhibit. For Phase 0, Activity 6, we will invoice the City upon completion of Phase 1, Activity 13
(Final Report).
Plante Moran will not invoice the City for more than the Total Project Budget without prior written approval from
the City's Project Manager.
In the event the City requires additional assistance beyond the Scope of Services described in this Exhibit, Plante
Moran will work with the City to develop a new Scope of Services along with associated not to exceed fees.
13
City Attorney Approved Version 1/30/13
Exhibit B
Plante & Moran RFP Proposal
PROJECT WORK PLAN
Phase 0: Project Management
Ptiase Objective arKl Summary of Activities: The purpose of this phase is to conduct activities that are
relevant to managing the project and enhancing its success for the City. The major activities to be
perfonned are asfollovivs:
• Conduct Project Initiation and Management Interviews
• Confirm Project Organizational Structure that defines staff roles and expectations
• Develop a Project Charter that provides a framework from which the project will progress
• Develop a detailed Project Plan identifying the activities, responsibilities and timing of tasks
necessary to complete the project
• Establish a Project Collaboration Environment to act as a repository for project information
• Conduct periodic status meetings to monitor project progress
• Develop Project Status Reports to report on project progress
Measurable Objectlve(s) Deliverable(s) / Milestones
Manage the defined project through to successful completion Project Organizational Stmcture
within budget and on schedule while meeting project goals _ • .^u.^
andobjectLs Project Charter
Detailed Project Plan
Project Collaboration Center
Project Status Reports
1. Project Initiation
A project initiation meeting will be conducted to introduce the project team, finalize the project scope,
deliverables and timetables. These objectives will be accomplished through the development of a
project organizational structure, project charter, detailed project plan and regularly scheduled progress
meetings. These steps are described below.
2. Conduct Management Interviews
We will meet with the City Management, induding Executives and Department Heads to review their
areas of support and other organizational, administrative and technology components. We anticipate
meeting with City Manage ment to provide an explanation ofthe project, what we anticipate doing on
the project and ijnderstand the high level processes, and issues and opportunities for improvement
within their respective areas of operation.
As a result of these meetings, we will work with the City representatives to select a process for the
proof of concept approach described in Phase 1 of our proposed approach.
3. Confinn Project Organizational Structure
Our approach to each consulting engagement is structured to provide the services and level of
professional support required to meet the individual needs of the client. We vwll work jointly with the
key City contacts to design a process that will meet the overall needs of the City. As standard practice
in the majority of our engagements, especially those related to process transformation, we have
designed a very collaborative approach to ensure a high probability of success.
During the early stages ofthe project we suggest creating a crass-functional group of representatives
from essential departments to be involved in the process. We would expect the City to identify the
appropriate individual participants. This Committee will be involved in all aspects of defining system
needs, selecting a new system and creating an environment of collaboration and communication
between critical City departments. They are noted in our following detailed project work-plan, where
appropriate, and are suggested to increase the probability of long-term project success within the City.
4. Develop Project Charter
During project initiation, a Project Charter will be developed that will provide a framework for the
following areas of focus:
• Project overview
• Vision statement
• Project stakeholders
• Project influences
• Scope plan (both in and out of scope items)
• Project staffing
The Project Charter will be provided to the City for review and approval prior to commencing
significant project activities.
City Attomey Approved Version 1/30/13
14
5. Develop Detailed Project Plan
We will vroric with the City to incorporate the following into a detailed Microsoft Project ™ Plan:
• Major phases and milestones
• Work tasks and their due dates with assigned responsibility
We will work vi/ith the PMO during this activity to design a Project Plan that is appropriate and meets
the City's overall priorities.
6. Establish Project Collaboration Center
Over the last few years, collaboration environments such as Microsoft Share Point have become
increasingly viable tools in which to establish project collaboration environments for small, mid-size
and large-scale projects. These environments can serve a variety of purposes including acting as a
repository for documentation developed during the course of an engagement.
During this activity, we will work with the City to assist in establishing a Project Collaboration Center
induding design, structure, security and content.
7. Schedule and Moderate Project Status Meetings
Continuous feedback is the key to a successful project. In this way, problems can either be avoided
entirely, or addressed eariy on, to minimize wasted effort and keep the project on schedule. We will
schedule regular meetings and / or conference calls with the City to:
• Report on the status of the Project Plan and timeline
• Re-schedule tasks as necessary and update Project Plan
• Discuss major open issues and develop strategies to address them
Phase 1: Business Process Model and Analysis
Phase Objedive and Summary of Activities: The purpose of this phase is to assistthe Cityin
understanding the current state business processes, identify opportunities for improvement and
develop a plan to implement improvements. The major activitiesto be perfonned are as follows:
Collect and Review Documentation and Data
Conduct Stakeholder Interviews and Document "As Is" and "To Be" Processes
Compile Preliminary Assessment
Determine Key Perfonnance Indicators
Conduct Comparative Research (Benchmark)
Conduct Validation and Visioning Sessions
Develop Business Process Model Report
Measurable Obj ecti ve(s)
Identify recommendations for operational change and
improvement in organizational configuration to
implement immediately as well as changes to implement
with new software.
Dellverable(s) / Milestones
Interview Schedule
Interview Questionnaire
"As Is" and "To Be" Process
Documentation
Issues and Opportunities Matrix
Listing of Software Systems
Key Performance Indicators ("process
measures")
Preliminary Assessment
Business Process Management (BPM)
Report
Business Case, Briefing Materials
Communication Plan
15
City Attorney Approved Version 1/30/13
QD
1. Review Documents
Plante Moran will review any available existing documentation gathered and provided by the City to
gain a comprehensive understanding of the City's operations and cun-ent technologies. Documents to
be reviewed include the following:
Mission Statements
Previous studies that are relevant to the project
Relevant process and function descriptions/handbooks, pre-existing workflow
documentation/flowcharts, such as those thatthe City has already developed
Organizational charts
Inventory listing ofall systems relevant to performing key business processes that will be
evaluated for potential replacement or interfacing to the new ERP
Critical systems to be interfaced with the new software
Listing of additional "shadow systems" and non-integrated systems
Key performance metrics and related data
Locations ofall sites involved in the project, identification of sites that share common property,
identification of sites to be visited, and schedules of staff for visits
2. Conduct Stakeholder Interviews
After reviewing the documentation collected, Plante Moran will conduct up to 120 hours of working
sessions with teams representing departments directly involved with the City's municipal management
business processes. Prior to the interviews, we will wortc closely w/ith the City's representatives to
determine participation in these interviews. We have found that representatives who have the
broadest understanding of how current processes work should be present at these interviews along
with process owners who are ultimately responsible for the process outcomes. Given our experience
working with clients on similar projects, we can recommend best practices to ensure the most
successful outcomes.
The interviews will focus on the following major business processes and will help Plante Moran
understand which areas ofthe City provide inputs and receive outputs relatrv'e to these processes:
Acquire to Retire
Budget to Report
Hire to Retire
Procure to Pay
Finance and Cash
Please note that we anticipate the 20 process areas identified in the RFP and the table below plus up
to 10 additional areas will align with these five major business processes. These working sessions will
focus on reviewing sub-functions that are perttirmed within each ofthe areas identified and will
address how current technologies are used to support the business processes and areas for
improvement.
In advance of these interviews, we will distribute and collect an Interview Questionnaire to collect
written infonnation prior to the interviews. The Questionnaire will incorporate questions similar to those
in the City's RFP, such as whether the City's tasks are appropriately assigned, resources needed for
the successful completion of tasks, the level of management needed for the City's tasks, and the
turnaround time expected and actually achieved for tasks.
As stated in the City's RFP, we anticipate the functional areas and processes involved will include:
Finance and Performance
Management
Accounts Payable
Accounts Receivable
Bank Reconciliation
Cash Management
Currency
Fixed Assets
General Ledger
Bond Manager
Project Accounting
Budget / Forecasting
Contract M a na geme nt
Table 1
Human Resources (HF^
Management
Employee Scheduling
Human Resources (HR)
Payroll
Timekeeping
Asset Management
Inventory
Preventive Maintenance
Purchasing / Online
Requisitions
Receiving
Service (Work Order)
Management
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Cily Attomey Approved Version 1/30/13
We will assistthe City in determining which aspects ofthe work performed today are of concem in
order to focus on the most feasible opportunities for improvement. The City may also wish to address
the following functional areas, among others:
• Finance and Performance Management
o Cash Receipting
o Grant Accounting
o Debt Management
o Investment Management
• Other
o Utility Billing
o Business License
o Inspections and Code Enforcement
o Planning and Zoning
o Permitting
We will work with the City's project manager and other stakeholders to organize some of these
interviews around processes and sub-processes in order to gain a cross-functional understanding in
which we will bring together staff from departments who have similar interests to discuss their relevant
processes. These interviews will serve as an opportunity to identify key staff involvement in cun-ent
financial, human resource, and other operations: gain an understanding ofthe detailed processes;
identify challenges associated with the cun-ent environment and identify key "gaps" between the
current and desired future state of operations.
We anticipate compiling the following documentation as a result of the interviews:
• Issues and Opportunities Matrix; identifying current process, technology, policy and other
related issues identified during the sessions, along with opportunities for improvement
• Usting of Software Systems currently in use; including "shadow systems"
• Existing process measures, as appropriate
3. Document As-is Processes
Proof ef Concept
Once interviews are completed, Plante Moran will document the current state "As Is" process mapsfor
a single process area selected by the City. This proof of concept process map will be developed using
the BPM Tool and more "traditional" Microsoft Tools (i.e., Visio). The intent ofthe proof of concept is
to help the Qty' evaluate the merits, challenges and cost effectiveness associated with using a BPM
Tool ve rsus th e M i cro soft To ols. It will al so h elp the City to u nd ersta nd th e effo rt i nvol ve d to ma intai n
such a tool for business process management as well as to understand any unique requirements the
City may have for such a tool in the future.
Once complete, we will present the results ofthe proof of concept to the City and discuss the
alignment ofthe results and level of effort involved with the City's overall objectives. We will also
discuss the merits and challenges associated with the Options described below. During the meeting,
we will present our recommendation such that the City can decide on which approach best supports
the objectives of the engagement.
The City may be able to meet its needs toward understanding its processes and opportunities for
improvement through the use of Microsoft Visio and other Microsoft tools for documenting workflows
and analyzing current processes. This approach has proven to be successful in many of our similar
engagements including projects with Marin County, CA; Town of Hempstead, NY and City of
Philadelphia. PA. Our experience suggests that this would be a more cost-effective aitemative to
Option 1, without sacrificing the outcomes of using a BPM tool. We will woric with the City during
project initiation to determine if this isa viable approach using the proof of concept as noted above.
One of the key outcomes of this approach is the creation of an Issues and Opportunities Matrix that
indudes an inventory of process, policy, technology and other recommendations.
Under either option, we will ensure thatthe process documentation indudes:
Key Business Activities (KBAs)
Responsible divisions and people (including service providers and external parties)
Key controls (manual and automated)
Data sources
Applicable automated systems/applications data flow, and dependencies on other divisions
and external organizations
• Narratives and other documents, as necessary
We expect to produce one process map for each ofthe functional areas and processes identified in
Table 1, above, plus up to 10 others. Once produced, we will distribute copies ofthe process maps to
the City for review. We will then conduct interviews via teleconference to discuss any changes to the
"As Is" process maps and related documentation. We anticipate these calls will take approximately 1 -
2 hours each. As a result, any revisions will be re-distributed to the City prior to the visioning sessions.
City Attomey Approved Version 1/30/13
17
4. Compile Preliminary Assessment
As stated in the City's RFP, and similar to other governmental organizations, we understand thatthe
City must continuously improve and adapt its business processes to meet new requirements such as
shared ser/ices, PCI compliance, and other changes in the ever changing government landscape. The
business processes must be effective, efficient and agile enough to respond to change and deliver
more accurate and timely information and to support decision making.
As requested in the City's RFP, we will assess end-to-end processes to identify leading practices and
potential deficiencies in orderto provide recommendations that strive to:
• Eliminate inefficiencies and non-value added KBAs, such as manual, over-controlled, and
overly complicated processes
• Add missing KBAs or essential intemal controls
• Improve woricflow and performance management with suitable metrics
• Streamline, simplify, standardize, consolidate, and/or shift workload between divisions and/or
within business units
• Standardize common business processes, to the extent, feasible, through consolidation of
activities and automation
• Align business processes to the best practices that exist in the other local government or
suitable private industry models
• Improve access to and the quality of financial data
• Better utilize or increase staff productivity training and/or more efficient workflow
• Remove policy and/or organizational impediments to effective and efficient finandal
management activities
• Improve the quality of work products to increase customer satisfaction
• Identify methods to obtain data to needed to perform analytics and improve reporting, and
• Improve the quality of the reports.
Based on the discovery activities and analysis of data collected, we will create a set of interim
deliverables consisting of the following:
• Major findings including strengths and weaknesses
• Issues and Opportunities Matrix
• Key recommendations
• Documentation to articulate the need for and value proposition of recommended changes
(e.g., business cases, briefing material)
• Communication Plans
• Future state "To Be" process maps
The interim deliverables will be distributed to City stakeholders prior to conducting the on-site
validation and visioning sessions.
5. Conduct Visioning Sessions
We intend to conduct up to 3D, 1 Vi- 2 hours visioning sessions with City stakeholders, to present
preliminaP)/ results ofthe assessment along with areas for improvement. The key goals of these on-
site sessions will be to:
• Discuss any final adjustments to the As Is process maps
• Discuss and gain additional input on issues and opportunities identified
• Discuss process measures and future KPIs
• Develop a vision for future state processes
In support of the visioning sessions, we intend to compile best practices throughout both private and
public sector organizations to illustrate where resources can be most effective in supporting an
organization's overall goals and business plans. Based on the sessions, WB will update the As-ls
Process Documentation, Issues and Opportunities Matrix, and Updated Process Measures and
distribute these to the City for final review. We will also document the "To Be" processes using the
toolset chosen by the City in Step 3 and distribute these for the City's review.
6. Determine Key Performance Indicators
Plante Moran has reviewed the Key Performance Indicators of numerous organizations. We have also
published an article on Best Business Practices for Local Governments that includes sample Key
Performance Indicators to use as benchmarks for various sizes of local governments. Using our
expertise of Key Performance Indicators (KPIs), we will assistthe City with determining the KPIs it
would like to use for evaluating the efficiency and effectiveness of its key business processes. As a
result, we wll prepare a dashboard of these KPIs and will enterthese into the BPM toolset, depending
on the outcome of the proof of concept.
City Attorney Approved Version 1/30/13
18
13
7. Conduct Comparative Research (Benchmarking)
We will utilize comparative research Plante Moran has compiled from other similar entities using a
variety of sources and will take resultsfrom our "Best Practices" research to benchmark the City
against best practices and applicable framewDri<s and standards to help the City build to the best
possible solution. We expect that the identified Key Perfonnance Indicators will be integrated into the
workflows ofthe City's key business processes and compared to the perfonnance of other local
govemments in order to determine potential areas for improvement and strategies for achieving such
improvement.
The benchmark information Plante Moran has compiled primarily relate to financial and HR KPIs.
Plante Moran will optionally work with the City to determine benchmark organizations to reviewforthe
City's key non-financial and other business processes, as necessary.
8. Develop Business Process Model Report
We will develop a draft Business Process Model Report that summarizes all ofthe findings and
recommendations from previous work steps. The findings and recommendations discussed previously
will be translated into a report that will include the following:
• Executive Summary section
• Pro ce ss Assessme nts
• Current syste ms enviro nme nt oversalew
• Issues and Opportunities
o Plante Moran intendsto develop a detailed Issues and Opportunities matrix and an
associated key decisions and potential requirements to be incorporated into the RFP
for a new ERP system; i.e., desired solution set of functional needs and software
requirements.
• Identification of issues and opportunities for improvement for each functional area
within the City that will be categorized as operational, organizational ortechnolo gy-
re lated.
• Future State Processes induding To Be Process Maps and KPIs
• Recommendations
• Benchmark data to support recommendations
• Supporting appendices
We will provide this draft report to the City's Chief Technology Officer and Steering Committee for
review prior to finalizing the report.
9. Prepare Final Report
Upon review and feedback regarding the draft report, we will prepare a final report and submit it to the
City. We will conduct an on-site presentation to the City Council, if desired.
Phase 2: Staffing Assessment and ROI Analysis
Phase Objective and Summary of Activities: The purpose of this phase is to assist the City in
preparing for the acquisition and implementation of a new ERP system as well as justifying the case to
move forward with the project. Activities to be included in this phase are as follows:
• Assess staffing needs for implementing a potential ERP solution
• Develop preliminary cost estimates quantifying all costs likely to be incurred when implementing
the new ERP solution
• Develop an ERP Needs Assessment Report
• Develop an initial Return on Investment Analysis
3. Develop Needs Assessment Report
Information developed from the previous work steps will be added to the Business Process
Management Report developed in Phase 1, to indude the following additional sections:
• Staffing Support (both business and technical, required to select, implement and support a
new ERP solution)
• Marketplace Assessment
• Return on Investment Analysis
We will confinn the information to be included inthe above report at the start of the project induding
the identification of any additional information.
City Attorney Approved Version 1/30/13
19
Exhibit C: P&M Standard Terms and Conditions
Management Responsibilities - The consulting services PM will provide are Inherently advisory In nature. PM has no responsibility
for any management decisions or management functions in connection with its engagement to provide these services. Further, the City
of Carisbad acknowledges that the City of Carisbad is responsible for all such management decisions and management functions; for
evaluating the adequacy and results of the services PM will provide and accepting responsibility for the results of those services; and
for establishing and maintaining internal controls, including monitoring ongoing activities, in connection with PM's engagement.
Nature of Services - PM's analysis will be based on information and records provided to PM by the City of Carisbad. PM will rely on
such underiying information and records and the analysis will not include audit or verification of the information and records provided to
PM in connection with the analysis.
The analysis PM will perform will not constitute an examination or audit of any the City of Carisbad financial statements or any other
items, including the City of Carisbad's intemal controls. This engagement also will not include preparation or review of any tax retums
or consulting regarding tax matters. If the City of Carisbad requires financial statements or other financial Information for third-party use,
or if the City of Carisbad requires tax preparation or consulting services, a separate engagement letter will be required. Accordingly, the
City of Carisbad agrees not to associate or make reference to PM In connection with any financial statements or other financial
information of the City of Carisbad. In addition, PM's engagement is not designed and cannot be relied upon to disclose errors, fraud or
illegal acts that may exist. However, PM will Inform you of any such matters that come to PM's attention.
Use of Report - At the conclusion of PM's analysis, PM will provide the City of Carisbad with a written report as described in this
engagement letter. PM's report will be restricted solely to use by management of the City of Carisbad and the City of Carisbad agrees
that PM's report will not be distributed to any outside parties for any purpose other than to carry out legal responsibilities of the City of
Carisbad. PM will have no responsibility to update PM's report for any events or circumstances that occur or become known
subsequent to the date of that report.
Confidentiality, Ownership and Retention of Workpapers - During the course of this engagement, PM and PM staff may have
access to proprietary information of the City of Carisbad, including, but not limited to, information regarding trade secrets, business
methods, plans, or projects. PM acknowledges that such information, regardless of Its form, is confidential and proprietary to the City of
Carisbad, and PM will not use such Information for any purpose other than its consulting engagement or disclose such information to
any other person or entity without the prior written consent of the City of Carisbad.
In some circumstances, PM may use local or international third-party service providers or PM affiliates to assist with an engagement. In
order to enable these sen/ice providers to assist PM in this capacity, PM must first notify the City of Carisbad of its intent to disclose
information to these service providers that is relevant to the services they provide. City of Carisbad may in its sole discretion provide its
written consent to PM for said disclosure. Disclosure of such Information shall not constitute a breach of the provisions of this
agreement.
In the interest of facilitating PM's services to the City of Carisbad, PM may communicate or exchange data by internet, e-mail, facsimile
transmission or other methods. While PM will use its best efforts to keep such communications and transmissions secure in accordance
with PM's obligations under applicable laws and professional standards, the City of Carisbad recognizes and accepts that PM has no
control over the unauthorized interception of these communications or transmissions once they have been sent, and consent to PM's
use of these electronic devices during this engagement.
Professional standards require that PM create and retain certain workpapers for engagements of this nature. All workpapers created in
the course of this engagement are and shall remain the property of PM. PM will maintain the confidentiality of all such workpapers as
long as they remain in PM's possession.
Both the City of Carisbad and PM acknowledge, however, that PM may be required to make its workpapers available to regulatory
authorities or by court order or subpoena In a legal, administrative, arbitration, or similar proceeding in which PM is not a party.
Disclosure of confidential information in accordance with requirements of regulatory authorities or pursuant to court order or subpoena
shall not constitute a breach of the provisions of this agreement. In the event that a request for any confidential information or
workpapers covered by this agreement is made by regulatory authorities or pursuant to a court order or subpoena, PM agrees to inform
the City of Carisbad in a timely manner of such request and to cooperate with the City of Carisbad should the City of Carisbad attempt,
at the City of Carisbad's cost, to limit such access. This provision will survive the termination of this agreement. PM's efforts In
complying with such requests will be deemed billable to the City of Carisbad as a separate engagement. PM shall be entitled to
compensation for its time and reasonable reimbursement of its expenses (including reasonable legal fees) in complying with City's
request.
PM reserves the right to destroy, and it is understood that PM will destroy, workpapers created in the course of this engagement in
accordance with PM's record retention and destruction policies, which are designed to meet all relevant regulatory requirements for
retention of workpapers. PM has no obligation to maintain workpapers other than for its own purposes or to meet those regulatory
requirements.
Upon the City of Carisbad's written request, PM may, at its sole discretion, allow others to view any woricpapers remaining in its
possession If there is a specific business purpose for such a review. PM will evaluate each written request independently. The City of
Carisbad acknowledges and agrees that PM will have no obligation to provide such access or to provide copies of PM's workpapers,
without regard to whether access had been granted with respect to any prior requests.
Fee Quotes - In any circumstance where PM has provided estimated fees, fixed fees or not-to-exceed fees ("Fee Quotes"), these Fee
Quotes are based on the City of Carisbad personnel providing PM staff the assistance necessary to satisfy the City of Carisbad
responsibilities under the scope of services. This assistance includes availability and cooperation of those the City of Carisbad
personnel relevant to PM's analysis and providing needed information to PM in a timely and orderiy manner. In the event that
undisclosed or unforeseeable facts regarding these matters causes the actual work required for this engagement to vary from PM's Fee
Quotes, those Fee Quotes will be adjusted for the additional time PM incurs as a result.
In any circumstance where PM's work is rescheduled, PM offers no guarantee, express or implied, that PM will be able to meet any
previously established deadline related to the completion of PM's work. Because rescheduling its woric imposes additional costs on PM,
in any circumstance wrtiere PM has provided Fee Quotes, those Fee Quotes may be adjusted for additional time PM incurs as a result
of rescheduling its work.
PM will endeavor to advise the City of Carisbad in the event these circumstances occur, however it is acknowledged that the exact
impact on the Fee Quote may not be determinable until the conclusion of the engagement. Such fee adjustments will be determined in
accordance with the Fee Adjustments provision of this agreement.
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Payment Terms - PM invoices for professional services are due upon receipt unless otherwise specified in this engagement letter. In
the event any of PM's invoices are not paid in accordance with the terms of this agreement, PM may elect, at PM's sole discretion, to
suspend work until PM receives payment in full for all amounts due or terminate this engagement. In the event that work is suspended,
for nonpayment or other reasons, and subsequently resumed, PM offers no guarantee, express or implied, that PM will be able to meet
any previously established deadlines related to the completion of PM's consulting work or issuance of PM's consulting report upon
resumption of PM's work. The City of Carisbad agrees that in the event that work is suspended, for non-payment or other reasons, PM
shall not be liable for any damages that occur as a result of PM ceasing to render services.
Fee Adjustments - Any fee adjustments for reasons described in this agreement will be determined based on the actual time
expended by PM staff at PM's current houriy rates, plus related costs PM incurs, and included as an adjustment to PM's Invoices
related to this engagement. Notwithstanding the foregoing sentence, the City of Carisbad shall not be responsible for any fee that
exceeds the stated amount in the Agreement, Section 5 Compensation. The City of Carisbad acknowledges and agrees that payment
for all such fee adjustments will be made in accordance with the payment terms provided in this agreement.
Termination of Engagement - This agreement may be terminated by either party upon written notice. Upon notification of termination,
PM's services will cease and PM's engagement will be deemed to have been completed. The City of Carisbad will be obligated to
compensate PM for all time expended and to reimburse PM for related costs PM incurs through the date of termination of this
engagement.
Conflicts of Interest - PM's engagement acceptance procedures include a check as to whether any conflicts of interest exists that
would prevent acceptance of this engagement. No such conflicts have been identified. The City of Carisbad understands and
acknowledges that PM may be engaged to provide professional services, now or in the future, unrelated to this engagement to parties
whose interests may not be consistent with interests of the City of Carisbad.
). Agreement Not to Influence - The City of Carisbad and PM each agree that each respective organization and its employees will not
endeavor to influence the other's employees to seek any employment or other contractual arrangement with it, during this engagement
or for a period of one year after termination of the engagement. The City of Carisbad agrees that PM employees are not "contract for
hire." PM may release the City of Carisbad from these restrictions if the City of Carisbad agrees to reimburse PM for its recruiting,
training, and administrative investment in the applicable employee. In such event, the reimbursement amount shall be equal to two
hundred hours of billings at the current houriy rate for the PM employee.
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