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HomeMy WebLinkAbout2000-03-28; City Council; Resolution 2000-97Y w W 1 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 I RESOLUTION NO. 2000-97 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT WITH KPMG FOR CONSULTING SERVICES FOR PREPARATION OF A STRATEGIC TECHNOLOGY PLAN. WHEREAS, it is a goal of the City Council to ensure the effective and efficient delivery of top quality services to the community; and WHEREAS, in support of the above City Council goal, a team goal was developed to provide for the coordinated and integrated planning and use of electronic information and technology; and WHEREAS, the need for a Strategic Technology Plan was deemed essential to the accomplishment of the aforementioned goals; and WHEREAS, it is recognized that the field of information technology is a complex and highly dynamic field; and WHEREAS, due to the complexity and continuing evolution of information technology, the services of a consultant was deemed essential; and WHEREAS, a Request For Proposal was prepared, and eight responses were received and evaluated; and WHEREAS, three firms were invited to make presentations on their proposals; and as a result, it is recommended that the firm of KPMG be awarded the contract to assist with the development of the city’s Strategic Technology Plan; and WHEREAS, funds are available in the Financial Information System CIP account for the project. . w 0 1 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 I NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, that the City of Carlsbad: 1. The above recitations are true and correct. 2. That the agreement with KPMG, attached hereto, is hereby approved, and the Mayor is authorized to execute same. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 28th day of March 2000, by the following vote, to wit: AYES: Council Lewis, Hall, Finnila and Kulchin NOES: None ATTEST: &b* m77L LORRhINE M. WOOD, City Clerk (SEAL) w W AGREEMENT THIS AGREEMENT is made and entered into as of the 31 Q day of m+(@& 9- 20h9 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and KPMG Consulting, LLC, a limited liability corporation of the State of Delaware, hereinafter referred to as "Contractor." RECITALS City requires the services of a technology consulting Contractor to provide the necessary technology planning services for the preparation of a strategic technology plan and Contractor 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 Contractor agree as follows: 1. CONTRACTORS OBLIGATIONS To complete a technology strategic plan as proposed in the KPMG Proposal for Strategic Technology Plan , dated January 13, 2000 (the Proposal) incorporated herein by reference. The scope of the project will be as discussed in Section I of the Proposal and will include the following steps: 1) Project Organization, 2) Confirm the business environment, 3) Review &e technology environment, 4) Define the technology strategies, 5) Develop transition plan and 6) Develop a presentation of the plan. rev. 12/28/99 -1 - .w W 2. CITY OBLIGATIONS The City shall provide the information required by the Contractor to complete the tasks assigned including consolidated information on baseline technology, issues and user satisfaction. The City shall also provide staff time and support to the project as needed and schedule, coordinate and participate in necessary meetings and/or interviews. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) days after receipt of notification to proceed by the City and be completed within 180 working days of that date. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the Information Services Director. The Information Services Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Contractor, or delays caused by City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be $90,000. 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. 5. DURATION OF CONTRACT This agreement shall extend for a period of one year from date thereof. The contract may be extended by the City Manager for one additional one (I) year period or rev. 12/28/99 -2 - W 0 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 Payment of approved items on the invoice shall be mailed. to the Contractor within 30 daysof receipt of the invoice. 7. FINAL SUBMISSIONS Within 30 days of completion and approval of the Information Systems Director, the Contractor shall deliver to the City the following items as further outlined in Section 1 of the Proposal: 0 Business and technology resource review of issues, problems, and improvement opportunities 0 Technology vision statement 0 Technology strategies 0 Technology transition plan. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or the City, and informal consultations with the other party indicate that a change in the condjtions of the contract is warranted, the Contractor 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 Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by rev. 12128199 -3 - w 0 the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the 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, 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. IO. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT In the event of the Contractor's failure to prosecute, deliver, or perform the work as provided for in this contract, the City Manager may terminate this contract for nonperformance by notifying the Contractor by certified mail of the termination of the Contractor. The Contractor, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the Information Systems Director. The Information Systems Director shall make a determination of fact based rev. 12/28/99 -4 - * 0 upon the documents delivered to City of the percentage of work which the Contractor 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. - 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 Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Contractor 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 Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. 12. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and .the Contractor may be subject to criminal prosecution. The Contractor acknowledges that California Government Code sections 12650 et sea., the False Claims Act, 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 the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its rev. 12/28/99 -5 - w w litigation costs, including attorney’s fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Caclsbad to disqualify the Contractor from the selection process. -” (Initial) .&, (I itial) The provisions of Carlsbad.Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.321028 pertaining to false claims are incorporated herein by reference. . 13. JURISDICTION /kc ( nitial) +. (Initial) The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this qmmxmb&a” 14. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor’s own way as an independent Contractor and in pursuit of Contractor’s independent calling, and not as an employee of the City. Contractor 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 Contractor to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Contractor is an independent Contractor of the City. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to rev. 12/28/99 -6 ._ w 0 I which the Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or its employees or subcontractors. The Contractor agrees to indemnify the City within 30 days 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 Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. The Contractor 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 Contractor shall cause all drawings and specifications to conform to all applicable requirements of law: federal, state and local. Contractor shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. The City will provide copies of the approved plans to any other agencies. 16. OWNERSHIP OF DOCUMENTS rev. 12/28/99 -7 - W W All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. fn the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies as herein required shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. 17. REPRODUCTION RIGHTS The Contractor 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. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees, relating to death, personal injury or property damage, arising out of the performance of the work described herein caused by any willful misconduct, or negligent act, or omission 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. ', .I 19. LIMITATIONS OF LIABILITY Contractor's maximum liability to City arising for any reason relating to Contractor's performance of this Contract, or any amendment thereto, shall be limited to $300,000. Neither party shall have any liability to the other party for any lost profits or special, incidental, indirect or consequential damages, even if such party has been advised of the possibility of such damages. 20. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. -8 - rev. 12/28/99 W e 21. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the 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 contract shall create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work unless specifically noted to the contrary in the subcontract in question approved in writing by the City. 22. 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 offtcer 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. rev. 12/28/99 -9 - w m 23. 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 modrfy any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 24. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 25. EFFECTIVE DATE This .agreement shall be effective on and from the day and year first written above. 26. 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 Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. 27. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against ciaims for injuries to persons or damage to rev. 12/28/99 -10 - W 0 property which may arise out of or in connection with performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Said insurance shall 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' and shall meet the City's poticy for insurance as stated in Resolution No. 91-403. A. Coverages and Limits. Contractor shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is approved by the City Attorney or City Manager: 1. Comprehensive 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 shall apply separately to the work under this contract or the general aggregate shall be twice the required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for Contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident for bodily injury. 4. Professional Liability. Errors and omissions liability appropriate to the contractor's profession with limits of not less than $1,000,000 per claim. Coverage rev. 12/28/99 -11 - W e shall be maintained for a period of five years following the date of completion of the work. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. . The City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. 2. The Contractor shall furnish certificates of insurance to the City before commencement of work. 3. The Contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance.shal1 be in force during the life of the agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City sent by certified mail. 5. If the Contractor fails to maintain any of the. insurance coverages required herein, then the City will have the option to declare the Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The Contractor is responsible for any payments made by the City to obtain or maintain such insurance and the City may collect the same from the Contractor or deduct the amount paid from any sums due the Contractor under this agreement. 28. RESPONSIBLE PARTIES rev. 12/28/99 -12 - W W The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the Contractor in connection with the foregoing are as follows: For City: Title Information Systems Director Name Lee Rautenkranz Address 1635 Faraday Ave. Carisbad, CA 92008 L. For Contractor: Title Managing Director Name Address 29. BUSINESS LICENSE Kurt Ramey 750 E3 Street San Diego, CA 92101 Contractor shall obtain and maintain a City of Carisbad Business License for the duration of the contract. 30. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, along with the purchase order for this contract and its provisions, embody the entire agreement and understanding between the parties relating to the subject matter hereof. In case of conflict, the terms of the agreement supersede the purchase order. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. rev. 12/28/99 -13 - 1 e 4 Executed by Contractor this / 6 day of &ZC5CC 12Ocm . KPMG Consulting, LLC, a limited liability CITY OF CARLSBAD, a municipal corporation of the State of Delaware the State of California KPMGConsulting, LLC ~~~;ofco (sign here) ATTEST: &&&/* L%RwINE M. WOOD City Clerk (Proper notarial acknowledgment of execution by Contractor must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. 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: RONAL?. BALL, City Attorney BY: I L ' ,311, Deplty City Attorney -14 - rev. 12/28/99 Mar 17 00 08:24a Yvonne vatton UI" UZY ".. , e e CALIFORNIA ALLPURPOSE ACKNOWLEDGMENT to be the persomwhose narrt@)e$are subscribed to the within instrument and a&& executed the instrument. Place Notary Seal Above .._ - -. -Though the information below-is not-required-by law, it-may prove-valuable to persons relying on the document and COUIU prevent fraudulent removal and reanachrnent of this form to another document. Document Date: Signer(s) Other Than Named Above: Cl Partner - 0 Limited 0 General 0 Attorney in Fact 0 Guardian or Conservator Signer Is Representing: 0 1997 NaliOMl Notaiy Association p 9350 De Solo Ave.. P.O. Box 2402 - Chalsworth. CA 91313-2402 Prod. No. 5907 Reorder: Call TolCFrtte 1-800-8766827