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HomeMy WebLinkAbout1994-10-11; City Council; Resolution 94-2851 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 EXHIBIT 1 RESOLUTION NO. 94-285 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO SIGN A CONTRACT WITH MCGLADREY & PULLEN TO ASSIST THE CITY IN EVALUATING AND SELECTING A FINANCIAL INFORMATION SYSTEM WHEREAS, the City’s current financial information system is approximately 10 years old and is no longer able to keep up with the increasing demand for timely information required for the management of the City; and WHEREAS, a new financial information system will allow the City to save thousands of hours annually in employee time by eliminating duplication of data entry; and WHEREAS, the Council adopted Resolution No. 94-82 on March 14, 1994 authorizing staff to proceed with the selection of a consultant to assist in the analysis of the City’s financial information needs and with the selection of software and hardware to fulfill those needs; and WHEREAS, staff requested and evaluated proposals from a number of consulting firms; and WHEREAS, staff is recommending the selection of McGladrey &Pullen as the consulting firm to assist the City with the aforementioned tasks based on their background, experience of their personnel and competitive fees; and WHEREAS, sufficient funds have been previously appropriated as reflected in the 1994-95 Capital Improvement Program adopted by City Council on June 21, 1994. Ill //I Ill 1 2 3 4 5 6 7 8 9 10: 11 12 13 14 15 3.6 17 18 19 20 21 22 23 24 25 26 27 28 I 0 (b NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the Mayor is authorized to execute the attached contract (Exhibit 2) between the City of Carlsbad and McGladrey & Pullen for professional services in the capacity of independent information systems consultant to provide assistance in the analysis of the City's financial information needs and the selection of software and hardware to fulfill those needs. 3. That funds are available in the General Capital Construction fund for the payment of the contract. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on the 11th day of OCTOBER , 1994, by the following vote, to wit: AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Fin NOES: None ABSENT: None ATTEST: " ALETHA dXa%LA- L. RAUTENKRANZ, City Clerk (SEAL) i 0 0 AGREEMENT EXHIBIT 2 THIS AGREEMENT, made and entered into as of the I3 -t' day of 0 C?-OO€R , 1994 by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City1', and McGLADREY & PULLEN, hereinafter referred to as "Consultant". RECITALS City requires the services of a Consultant to perform professional services in the capacity of independent information systems consultant, providing the necessary guidance in evaluating the City's information systems needs, as well as facilitating the selection of systems which will satisfy current and future information systems requirements; and Consultant possesses the necessary skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: 1. CONSULTANT'S OBLIGATIONS Consultant will provide professional services as stated in SECTION 111. DETAILED PROPOSAL of the Consultant's Proposal for Systems Selection (Exhibit A). The last sentence of SECTION Ill, B, 8. is amended to read "Based on these discussions, we will determine the most appropriate vendors for further consideration and will schedule demonstrations of the top two or three systems." In addition, the second paragraph of SECTION Ill, E. is amended to read as follows: Our fees for providing these service's are based on our standard hourly rates. Our not-to-exceed fees, including travel expenses, for providing the services outlined in this proposal will be $54,000 if attendance at three vendor demonstrations are Page 1 of 11 e 0 requested or $49,000 if attendance at onlytwo vendor demonstrations are requested. Our normal policy is to bill monthly for services provided. 2. CITY OBLIGATIONS The City shall comply with the obligations stated in the Request for Proposals (RFP) for Systems Consultant, dated June 1, 1994 (on file in the City's Finance Department) and shall make personnel available for meetings and discussion as needed for the completion of the project. 3. PROGRESS AND COMPLETION The work under this contract will begin within twenty-five (25) days after receipt of notification to proceed by the City and be completed within one year from the date of such notification. Extensions of time may be granted if requested by the Consultant and agreed to in writing by the Finance Director. The Finance Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Consultant, or delays caused by.City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONSULTANT The total shall not exceed the fee payable according to Paragraph 6, "Payment of Fees," and shall be as stated in SECTION Ill. E. DETAILED PROPOSAL of the Consultant's Proposal for Systems Selection (Exhibit A) with a maximum not exceed fee of $54,000, including travel expenses. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work." The City reserves the right to withhold a ten percent (10%) retention until the project has been accepted by the City. Page 2 of 11 0 0 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. This contract may be extended by the City Manager for one (1) additional year, or parts thereof, based upon a review of satisfactory performance and the City's needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payments will be made on the basis of hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with the firm's dollar cost bid proposal. Interim'billing shall cover a period of not less than a calendar month. 7. FINAL SUBMISSIONS The Consultant shall deliver to the City the reports listed in SECTION Ill. C. DETAILED PROPOSAL of the Consultant's Proposal for Systems Selection Assistance (Exhibit A) within seven days of completion and approval of the report by the City. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Consultant or the City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Consultant or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Consultant to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A supplemental agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section Page 3 of 11 0 e 3.28.172. Such supplemental agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Consultant warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant 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. In addition, the Consultant warrants that they will not receive any fee, commission, percentage, brokerage fee, gift, or any other consideration from any vendor upon the purchase or award of contract by the City for any hardware or software products. For breach or violation of this warranty, the City shall 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 such fee, commission, percentage, brokerage fees, gift, or contingent fee. 10. NONDISCRIMINATION CLAUSE The Consultant shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT In the event of the Consultant's failure to prosecute, deliver, or perform the work as provided for in this contract, the City may terminate this contract for nonperformance by notifying the Consultant by certified m'ail of the termination of the Consultant. The Consultant, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the Finance Director. The Finance Director shall Page 4 of 11 0 0 make a determination of fact based upon the documents delivered to City of the percentage of work which the Consultant has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as reported to the City Manager, the Manager shall determine the final payment of the contract. 12. DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this contract, shall be reduced to writing by the principal of the Consultant or the City Finance Director. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City Finance Director or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (IO) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the Office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 13. SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated 'by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in Page 5 of 11 a 0 order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the lump sum fee payable under paragraph 4. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. 14. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant’s own way as an independent contractor and in pursuit of Consultant’s independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished, but shall consult with the City as provided for in the request for proposal. The persons used by the Consultant to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. - The Consultant is an independent contractor of the City. The payment made to the Consultant pursuant to the contract shall be the full and complete compensation to which the Consultant is entitled. The City shall not make any federal or state tax withholdings on behalf of the Consultant or his/her employees or subcontractors. The City shall not be required to pay any workers’ compensation insurance or unemployment contributions on behalf of the Consultant or his/her employees or subcontractors. The Consultant agrees to indemnify the City for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers’ compensation payment which the City may be required to make on behalf of the Consultant or any employee or subcontractor of the Consultant for work done under this agreement. Page 6 of 11 e 0 The Consultant shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this agreement. 15. CONFORMITY TO LEGAL REQUIREMENTS The Consultant shall cause all specifications to conform to all applicable requirements of law: federal, state and local. Consultant shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. The City will provide copies of the approved documents to any other agencies, if necessary. 16. OWNERSHIP OF DOCUMENTS All plans, studies, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, reports, and studies shall be delivered forthwith to the City. Consultant shall have the right to make one (1) copy of the documents for his/her records. 17. REPRODUCTION RIGHTS The Consultant agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. City acknowledges that Consultant owns copyrights to SelectTM and all related products. Page 7 of 11 ‘0 0 18. HOLD HARMLESS AGREEMENT The City, its officers, and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, any intentional or negligent acts, errors or omissions of Consultant or Consultant’s agents, employees, or representatives. Consultant agrees to defend, indemnify, and save free and harmless the City and its officers and employees against any of the foregoing claims, liabilities, penalties or fines, including liabilities or claims by reason of alleged defects in any plans and specifications, and any cost, expense or attorney’s fees which are incurred by the City on account of any of the foregoing. 19. ASSIGNMENT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 20. SUBCONTRACTING The Consultant shall not subcontract any of the work to be performed under this contract by the Consultant unless specifically approved in writing by the City. If the Consultant shall subcontract any of the work to be performed under this contract by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant’s subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this contract shall create any contractual relationship between any subcontractor Of Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Page 8 of 11 m 0 contract applicable to Consultant's work un1es.s specifically noted to the contrary in the subcontract in question approved in writing by the City. 21. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. .= 22. VERBAL AGREEMENT OR CONVERSATION - No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Consultant to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. Page 9 of 11 0 0 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City’s conflict of interest code, that the Consultant will not be required to file a conflict of interest statement as a requirement of this agreement. However, Consultant hereby acknowledges that Consultant has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Consultant from this responsibility. 26. INSURANCE The Consultant shall obtain and maintain policies of general liability insurance, automobile liability insurance, and a combined policy of worker’s compensation and employers liability insurance from an insurance company authorized to do business in the State of California which meets the requirements of City Council Resolution No. 91- 403 in an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the City Attorney or the City Manager. This insurance shall be in force during the life of this agreement and shall not be canceled without thirty (30) days prior written notice to the City sent by certified mail. The City shall be named as an additional insured on these policies. The Consultant shall furnish certificates of insurance to the City before commencement of work. Ill Ill Ill Ill Ill Ill Page 10 of 11 0 e *I Executed by Consultant this ?% day of , 1994. CONSULTANT: CITY OF CARLSBAD, a municipal corporation of the State of California McGIADREY & PULLEN By: _,. e&$#!+ai&kd@ (sign hgrg) 6 t Mayor &JLw A/- LJJ~ ATTEST: (print nbme here)/ "g+r,h.&- .. /1qc $L&b.g.ilRt~-% & p9 + (title and organization of si natory), ALETHA L. RAUTENKRANZ City Clerk (Proper notarial acknowledgment of execution by CONSULTANT must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL City Attorney BY Hk Belauq/ City Attorney ,& r /2"-9$ Page 11 of 11 b 0 e . County of h Acknowledged before me this - YAday ofd/,u &i 19& My commission expires I,// I /?9 , %l$AdzL 7 L24l&L- U \.%.- . . . ._. . *L 1-15," -. .