HomeMy WebLinkAbout2001-03-17; Municipal Water District; 407; Contract with XD ConsultingMTG. 03117198 APPROVAL OF CONTRACT WITH XDCONSULTING TO
PERFORM BUSINESS PROCESS REDESIGN AND
DEPT. CMWD SYSTEM IMPLEMENTATION FOR UTILITY BILLING
RECOMMENDED ACTION:
CITY OF CARLSBAdCARLSBAD MUNICIPAL WA-I rR DISTRIC
MG- CITY
1. Adopt Resolution No. of the City Council of the City of Carlsbad authorizing the ?$ - 3 6
Mayor to execute a contract between the City of CarlsbadICarlsbad Municipal Water District and
XDconsulting to perform business process redesign and system implementation for the utility billing
process.
2. Adopt Resolution No. / 00 9 of the Board of Directors of the Carlsbad Municipal Water
District authorizing the Board President to execute a contract between the City of CarlsbadKarlsbad
Municipal Water District andXDconsulting to perform business process redesign and system
implementation for the utility billing process.
ITEM EXPLANATION:
In March, 1994, the City began work on replacement of the current financial information system (FIS). In
April, 1996, the City Council approved the contract with Bi-Tech Software for the purchase of FIS
software and related services. The entire FIS project consists of seven phases, as follows:
Phase I ........................................ FIS Needs Analysis
Phase II ....................................... Request for Proposal for FIS Software
Phase III ...................................... Evaluation & Selection of Vendor for FIS Software
Phase IV.. .................................... PC and Windows Software Upgrades
Phase V.. ..................................... Implementation of Basic FIS Modules
Phase VI.. .................................... Implementation of Human Resources and Payroll Modules
Phase VII.. ................................... Implementation of Utility Billing, Permits, Clerk Indexing Modules
The first six phases are complete and Phase VII is well under way. Phase VII includes a business
process redesign of the Carlsbad Municipal Water District’s utility billing procedures and the selection of a
utility billing software package that will work with the City’s FIS and integrate the newly designed billing
processes.
Business Process Review. A crucial component of the utility billing system redesign is Business
Process Review (BPR). The opportunity exists for the District to examine its billing procedures and
streamline them to increase efficiency, while making changes to complement the new computer system.
The District’s goal is to eliminate excessive and time-consuming steps in order to do business in a more
effective manner.
System Selection. Once the BPR has outlined the most efficient utility billing procedures, a software
package must be chosen that will carry out these procedures. Software vendors will be identified, a
“Request for Information (RFIJ’ will be sent out and evaluated, and a software package will be chosen.
To ensure the success of this project, the District is requesting the services of a consultant to assist with
the billing redesign and software installation. Staff requested a proposal from XDconsulting, a San Diego
based consulting firm that specializes in the specification, selection and implementation of software
systems for both private and public sector organizations. XDconsulting was hired by the City in 1996 to
assist with implementation of the Financial Information System and perform a BPR in the purchasing and
accounts payable areas. XDconsulting was then contracted in 1997 to review and redesign the Human
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Resources process.
Due to their experience with and knowledge of the City and its business practices, it would be
advantageous to the City to hireXDconsulting for the utility billing BPR and system selection. This will
allow for continuity of the City’s process improvement project and avoid having to educate another
consultant.
FISCAL IMPACT:
The proposal submitted by XDconsulting provides services for not-to-exceed limits of $22,500 for the
Business Process Review and $21,060 for the system selection process. Funding for this project is
included in the Water Operations budget ($28,560) and Wastewater Operations budget ($15,000) for FY
1997-98.
EXHIBITS:
1.
2.
3.
Resolution No. of the City Council of the City of Carlsbad authorizing the Mayor to
execute a contract with XDconsulting to perform a business process redesign and system
implementation for the utility billing process.
Resolution No. 100 7 of the Board of Directors of the Carlsbad Municipal Water District
authorizing the Board President to execute a contract WithXDconsulting to perform a business
process redesign and system implementation for the utility billing process.
Contract between the City of Carlsbad/Carlsbad Municipal Water District andXDconsulting for
professional services.
EXHIBIT 1
RESOLUTION NO. 98-76
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CARLSBAD, CALIFORNIA, AUTHORIZING THE
MAYOR TO EXECUTE A CONTRACT BETWEEN THE
CITY OF CARLSBADKARLSBAD MUNICIPAL WATER
DISTRICT AND XDCONSULTING TO PERFORM
BUSINESS PROCESS REDESIGN AND SYSTEM
SELECTION FOR THE UTILITY BILLING PROCESS
WHEREAS, in April 1996, the City Council approved the contract with Bi-Tech
Software for the purchase of software and related services for the new Financial Information
System; and
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13 WHEREAS, staff recognizes the need for specific expertise in the review of business
14 processes and the selection of new software to ensure the success of the process; and
15 WHEREAS, XDconsulting has performed business process reviews and/or system
16 selection for the City in the areas of purchasing, accounts payable, payroll and human
17 resources; and
18 WHEREAS, it is advantageous for the City/District to hire XDconsulting for the utility
19 billing business process review and system selection because of their expertise with and
20 knowledge of the City and its procedures; and
21 WHEREAS, the total cost of services provided to the City/District by XDconsulting will
22 not ‘exceed $22,500 for the business process review and $21,060 for the system selection
23 process, with the City’s share of this cost equal to $15,000; and
WHEREAS, the Financial Information System is proceeding into Phase VII which
includes the redesign and selection of a new utility billing system; and
24 WHEREAS, the amount of $15,000 is appropriated in the Wastewater Operations
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1997-98 budget for this project, therefore sufficient funds are available; and
WHEREAS, the Purchasing Officer has waived the requirements for solicitation of
multiple proposals because only one firm can provide the professional services required.
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NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad
Municipal Water District, Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That the Board President is authorized to sign the contract between the City of
CarlsbadKarlsbad Municipal Water District and XDconsulting.
3. That the fees and compensation for said services shall not exceed $22,500 for the
business process review and $21,060 for the system selection process, and shall be
described in the contract between the City of Carlsbad/Carlsbad Municipal Water District and
XDconsulting.
PASSED, APPROVED AND ADOPTED at a special meeting of the Carlsbad
Municipal Water District on the 17th day of March , 1998, by the following vote:
AYES: Board Members Lewis, Finnila, Nygaard, Kulchin and Hall
NOES: None
ABSENT: None
Al-l-EST: Al-l-EST:
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CITY OF CARLSBAD
UTILITV BILLING
BUSINESS PROCESS REDESIGN
AND
SYSTEM SELECTION
We understand the primary objective of this project is to streamline the processes of
the City of Carlsbad’s Utility Billing department and select a Utility Billing software
package based on the City’s needs.
Based on the information provided to us, the scope of this project includes two main
components:
l a business process redesign of the utility billing procedures
l the selection of a utility billing software package that will meet the needs of the City
and integrate the newly designed processes
The Business Process Redesign and System Selection components could be
performed separately as independent projects, yet in many ways they are
interdependent. We are recommending they be performed concurrently, increasing the
overall efficiency of the project. Many of the initial steps in the Utility Billing system
selection can be performed prior to final definition of the new procedures, and the
architecture of the selected software will definitely affect the final procedures. In
addition, site visits and reference calls to installed software customers (a common
procedure during system selection) will help provide the BPR team with alternative
views of Utility Billing operations.
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BUSINESS PROCESS REDESIGN
As with other Business Process Redesign projects at the City, we are proposing a team
approach. BPR team members have already been chosen, as well as the members for
the Steering Committee. They are as follows:
Team: Barbara Honig, Carol Neu, Clint Phillips,
Tora Schilling, Don Wasco
Process Owner: Bob Greaney
Steering Committee: Jim Elliott, Bob Greaney and Lee Rautenkranz
The team is composed of customers of the process, representatives from the process’s
staff and a facilitator. Two days a week, the team will work a half-day together. In
addition, team members may be required to work up to half a day each week outside of
team hours. The team will have four to six members, including the XDconsulting
facilitator. The process owner will be the process champion and will lead the change
effort. The Steering Committee will provide vision and direction to the team.
The BPR project will begin in tandem with the system selection. The goal is to have the
“To-Be” processes defined for the selection committee by the time they are ready to
attend site visits and select a final vendor. Much of the up-front work can be
accomplished while the initial stages of system selection are performed.
Project updates to the Steering Committee will be provided on an as-needed basis,
(probably biweekly).
The role of each team identified above is very specific during the BPR process. It is
essential that members are chosen who possess some basic characteristics and will
perform key tasks during each step of the project. Listed below are the characteristics
and responsibilities that apply to each group.
Team Member Characteristics
Is respected as business expert
Is a process stakeholder
Understands organizational culture
Champions business changes
Has ability to effect change
Possesses analytical skills
Sees “big picture” perspective
Has technology awareness
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Process Owner Responsibilities
l Lead the change effort
l Communicate developments to upper management and the board
l Make hard choices if necessary
l Manage the process after it has been implemented
Steering Committee Responsibilities
l Provide vision and direction to the team
l Provide resources needed by the team
l Challenge fundamental assumptions
l Demonstrate credibility with the rest of the business, especially when implementing
change
l Accept risk and make decisions on “big picture” issues
A description of the tasks involved in each of the four phases is given below.
XDconsu/fing will serve as the facilitator during the BPR team meetings. The first and
last phases will require different levels of participation for the team members and the
XDconsulting facilitator. The team and the facilitator will be involved with each piece of
the second and third phases.
Initiate the Project
XDconsulting will hold preliminary meetings with the Process Owner, Steering
Committee and BPR Team. The purpose of these meetings is to introduce the project,
clarify committee and team member roles, and identify key goals and concerns.
Understand the Process
l Document the current processes and their requirements (as-is model). This will be
achieved through team meetings and one-on-one interviews. A preliminary process
list is:
n New service signup
. Late notices and shut-offs
. Customer service calls/work orders
n Payment processing
l Outline customer needs. The team will identify which activities are required (value-
added, etc.), while looking for redundancies and excessive hand-offs.
PAGE3
l Define key business objectives and identify supporting measurements (“metrics”)
that monitor how well those objectives are met. Establish ultimate goals for each of
the metrics (e.g., sign a customer for service and create customer account on line).
l The team will lead the effort to put procedures in place to measure the process on
an on-going basis.
Design New Process
l Design and document the new process. We will do creative thinking exercises and
learn about how the process is done elsewhere. An integral part of this step will be
outlining how roles, skills, measurements and incentives must change.
l Crosscheck the redesign against system characteristics. At this point, the system
selection committee should have identified a list of finalists. It will be helpful to get a
“reality check” from the system functionality compared to the redesign.
l Brief the system selection committee on the redesign so that they can make a
comparison between the new processes and the capabilities of the systems.
Transition the Business
l The team and XDconsulting will work together to build the case for action. For
example, we will determine the cost of inefficiencies with the current process that
will be eliminated with the redesign.
l XDconsulting will develop the improvement plan with assistance from the team. We
may take a phased approach or simply present the new procedures to the people
who will be impacted. Either way, communication is important - if people don’t buy
in to the new procedures, they will not allow the redesign to succeed. At this point,
we will also set the mechanism in place for continuous improvement.
l Implement changes. This may involve phasing in changes, depending on the extent
of the recommendations. Team members will be involved in different aspects of the
implementation, with XDconsulting leading the effort.
l Measure the results. Water District staff and BPR team members will do this over
time.
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The following table summarizes the hours assigned to each task from our proposed
workplan. Detail of these hours is provided in the Workpan section of this proposal.
We will perform work under this agreement on a time and materials basis. Professional
services will be billed at a rate of $150 per hour for partners, $125 for consultants and
$40 for paraprofessional assistance. We will also bill for actual out-of-pocket expenses
for travel, subsistence, copying, fax, telephone, etc. that are directly incurred through
our performance of this project.
We are willing to present a not-to-exceed price of $22,500 as detailed above.
Implementation projects vary widely in levels of complexity based on the required
project scope. During implementation, the scope tends to vary from the initial plan as
new system functionality is discovered or the need for modifications is raised. Based on
these circumstances, it is very important to manage project scope and measure
changes in terms of the effect on the overall project.
The scope of our involvement is specifically defined in this proposal. Significant
changes to project scope or level of involvement could require additional work and will
have to be evaluated at that time. XDconsulfing will present scope change issues to the
City for consideration and resolution before commencement of related work.
At the end of each month, we will bill you for the actual time spent on the project during
the month. Our invoices will itemize the time spent by task and by staff member. Our
invoices will also include actual expenses, as discussed above. The terms of our
invoices are Net 10 days.
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We are prepared to start work within ten days of your acceptance of this proposal. A
preliminary schedule is presented at the end of this proposal, following the system
selection description. If the start date is changed, the schedule will be adjusted
accordingly.
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SYSTEM SELECTION
Based on our understanding of the objective and scope of the project, XDconsulting
recommends we utilize our standard system selection methodology to identify and
acquire the most appropriate system to address your needs. This methodology
consists of the following seven phases:
1. Initiate Project
2. Refine Requirements
3. Identify Qualified Vendors
4. Develop RFI
5. Evaluate RFI Responses and Select Finalists
6. Conduct In-depth Evaluations and Select Finalist
7. Negotiate Contract
The workplan below details the roles XDconsulting and the City will perform in each of
the above phases.
Initiate the Project:
During this phase, the City will define the overall corporate strategy and determine the
critical success factors for the project. XDconsulting will assist the City in determining
the amount of time the assigned resources will need to devote to the project. The
selection committee has been identified as follows:
l Cheryl Gerhardt
l Carol Neu
l Pat Randall
l Lee Rautenkranz
l Bryan Troupe
l Joni Wiltgen
We will jointly conduct a project kick-off meeting with these selected resources and the
Water District’s senior management team.
Refine Requirements:
The City has already established a list of requirements using staff input. XDconsulfing
will review the requirements and refine them for use in the RFI.
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Identify Qualified Vendors:
Jointly, XDconsulting and the City will develop an initial list of prospective software
vendors. Based on high level business requirements and the critical success factors of
the project, XDconsulting will screen the vendors in that list and develop a final list of
vendors, complete with contact names and mailing addresses. The final list, approved
by the City, is expected to consist of five or six vendors.
Develop RF/
XDconsulting will prepare vendor instructions and response forms for inclusion in the
Request for Information. We will also be responsible for incorporating the
requirements in the RFI and delivering a “camera ready” RFI master to the City. The
City will print, copy and mail the RFI. XDconsulting will be responsible for fielding
vendor questions during the time they prepare their responses to the RFI.
Evaluate RF/s and Select Finalists
XDconsulting will facilitate a workshop with the City team to develop and rank
vendor/system evaluation criteria. XDconsdfing and the City will both review the
received RFls and score them against these evaluation criteria. XDconsulting will
facilitate a workshop to consolidate the RFI evaluations and determine the two or three
finalist vendors.
Conduct In-depth Evaluations and Select Finalist
XDconsulfing will prepare instructions for the finalist vendors. These instructions will
detail the agenda and scenarios for the system demonstrations. We will also conduct
telephone reference checks. The City and XDconsulfing will attend system
demonstrations, visit installed sites and work with the vendors to resolve outstanding
issues identified during the RFI evaluations, system demonstrations and site visits. At
the conclusion of these activities, XDconsulting will facilitate a workshop to select the
best-fit solution from the finalist vendors.
Negotiate Contract
XDconsulting will review and comment on the contract provided by the software vendor.
The City can use these review comments when conducting negotiations with the
software vendor.
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Gary Helling, a founding partner of Xflconsulting, will be the project manager. Gary
has over 14 years’ experience in finance management and management consulting and
is experienced with system selection. Gary will concentrate on the system selection
functions.
Prior to co-founding XDconsulfing, Gary was a manager with Deloitte & Touche,
responsible for Financial Information Management consulting in their San Diego office.
He is a Washington State CPA and holds an MBA from the University of Washington.
Jeanne Deaver, a consultant with XDconsulting, will act as a project consultant. She
has eight years of experience working in the public sector, specifically with the City of
Carlsbad. Her first five years at the City were at the Water District. She has also been
involved with the Bi-Tech implementation and the business process redesign projects
associated with the implementation.
Jeanne will be involved with both the system selection and the business process
redesign.
We will perform work under this agreement on a time and materials, not-to-exceed
basis. Professional services will be billed at a rate of $150 per hour for partners, $125
for consultants and $40 for para-professional assistance. Based on the workplan, we
will not exceed total professional fee billings as noted below, unless a change of scope
is requested and approved by the City. We will also bill for actual out-of-pocket
expenses for travel, subsistence, copying, fax, telephone, etc. that are directly incurred
through our performance of this project.
The following table summarizes the hours assigned to each task from our proposed
workplan (Attachment A). Based on this workplan, our fee estimates are:
II Initiate the Project 4 $540
Refine Requirements 16 $2,160
Identify Qualified Vendors 8 $1,080
Develop RFI 24 $3,240
Evaluate RFI Responses/Select Finalists 20 $2,700 ~
11 Conduct In-depth Evaluations/Select Finalist ] 52 $7,020 I
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At the end of each month, we will bill you for the actual time spent on the project during
the month. Our invoices will itemize the time spent by task and by staff member. Our
invoices will also include actual expenses, as discussed above. The terms of our
invoices are Net 10 days.
XDconsulfing is prepared to perform work outside of the agreed workplan if specifically
requested and approved in advance by the City. As customary, these additional
services, authorized by the City, will be billed on a time and materials basis at the
quoted hourly rates.
We are prepared to start work within 10 days of your approval. A preliminary schedule
is shown below, which incorporates both pieces of the project: the Business Process
Redesign and the System Selection. We estimate the project will take twelve weeks.
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As is the standard practice of XDconsulfing, the acceptance of this proposal does not
commit the City to any consulting work beyond that which has already been performed.
Consulting services may be delayed, modified or canceled at any time during the
engagement. The City will only be billed for the services actually performed to date.
PAGE 11
OPTIONAL AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into as of the CJ?‘~* day of
k> 19 98 , by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as “City, the CARLSBAD MUNICIPAL WATER
DISTRICT, a municipal corporation, hereinafter referred to as “District”, and
XDconsulting, hereinafter referred to as “Contractor.”
RECITALS
The City and the District require the services of a Software Implementation Contractor
to provide the necessary consulting services for preparation of a business process
review and system selection plan for utility billing; and Contractor possesses the
necessary skills and qualifications to provide the services required by the City and the
District;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City, District and Contractor agree as follows:
I. CONTRACTOR’S OBLIGATIONS
To assist with the City/District’s business process review and system selection,
as described in the Proposal (Exhibit A).
2. ClTYlDlSTRlCT OBLIGATIONS
The City/District shall provide the Contractor with time and resources as needed
to perform the business process review and system selection, outlined in the
Contractor’s proposal (Exhibit A).
Rev. 02/23/98
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt of
notification to proceed by the City/District and be completed within 180 days of that
date. Extensions of time may be granted if requested by the Contractor and agreed to
in writing by the City Manager/Executive Manager.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall be $22,500 for the
business process review and $21,060 for the system selection process.. No other
compensation for services will be allowed except those items covered by supplemental
agreements per Paragraph 8, “Changes in Work “.
Incremental payments, if applicable, should be made as outlined in attached
Exhibit “A.”
5. DURATION OF CONTRACT
This agreement shall extend for a period of one (1) year from date thereof. The
contract may be extended by the City Manager/Executive Manager for one (1)
additional one (1) year period or parts thereof, based upon a review of satisfactory
performance and the City’s and the District’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 prior
to the 30th day of the month the invoice was submitted.
2 Rev. 02/03/98
7. FINAL SUBMISSIONS
[(Optional) Within (n/a) days of completion and approval of the (n/a) ] the
Contractor shall deliver to the City/District the following items: n/a.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor, the
City or the District, and informal consultations with the other party indicate that a
change in the conditions of the contract is warranted, the Contractor, the City or the
District may request a change in contract. Such changes shall be processed by the
City/District in the following manner: A letter outlining the required changes shall be
forwarded to the City/District 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 the City/District and approved by the
City/District 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,
3 Rev. 02/03/98
the City/District 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. NONDISCRIMINATl,ON CLAUSE
The Contractor shall comply with the state and federal laws regarding
nondiscrimination.
11. TERMINATION OF 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/District, the Contractor shall assemble the work product and
put same in order for proper filing and closing and deliver said product to City/District.
In the event of termination, the Contractor shall be paid for work performed to the
termination date; however, the total shall not exceed the fee payable under paragraph
4. The Executive 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/District 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/District, it may be considered fraud and the
Contractor may be subject to criminal prosecution. The Contractor acknowledges that
4 Rev. 02103/98
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California Government Code sections 12650 et seq., 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 and
the Carlsbad Municipal Water District seek to recover penalties pursuant to the False
Claims Act, they are entitled to recover their 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 service contract for a period of up to five years. The
Contractor acknowledges debarment by another jurisdiction is grounds for the City of
Carlsbad and Carlsbad Municipal Water District to disqualify the Contractor for the
selection process. (Initial)
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026,
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference.
@ Initial)
13. 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/District. Contractor shall be under control of the
City/District only as to the result to be accomplished, but shall consult with the
City/District 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
5 Rev. 02/03/98
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of the City/District for any purposes whatsoever.
The Contractor is an independent contractor of the City/District. The payment
made to the Contractor pursuant to the contract shall be the full and complete
compensation to which the Contractor is entitled. The City/District shall not make any
federal or state tax withholdings on behalf of the Contractor or his/her employees or
subcontractors. The City/District shall not be required to pay any workers’ compensation
insurance or unemployment contributions on behalf of the Contractor or his/her
employees or subcontractors. The Contractor agrees to indemnify the City/District
within 30 days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers’ compensation payment which the City/District 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/District 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.
14. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all final reports 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.
Rev. 02/03/98
Contractor agrees to allow City/District or its designated representative to
monitor, audit, review, and examine the methods, procedures, and results of
Contractor.
15. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, and specifications as herein
required are the property of the City/District, whether the work for which they are made
be executed or not. In the event this contract is terminated, all documents, plans,
specifications, drawings, reports, and studies shall be delivered forthwith to the
City/District. Contractor shall have the right to make one (1) copy of the plans for
his/her records.
16. REPRODUCTION RIGHTS
The Contractor agrees that all copyrights which arise from creation of the work
pursuant to this contract shall be vested in City/District and hereby agrees to relinquish
all claims to such copyrights in favor of City/District.
17. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the District and the City of
Carlsbad and its officers, officials, employees and volunteers from and against all
claims, damages, losses and expenses including attorney fees arising out of the
performance of the work described herein caused in whole or in part 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, except where caused by the active negligence, sole negligence, or willful
7 Rev. 02/03/98
misconduct of the District and the City of Carlsbad.
Contractor shall at his own expense, upon written request by the District and the
City, defend any such suit or action brought against the City, its officers, officials,
employees and volunteers. Contractor’s indemnification of District and City shall not be
limited by any prior or subsequent declaration by the contractor.
18. 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/District.
19. 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/District 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, the City
and the District. 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/District.
20. PROHIBITED INTEREST
No official of the City/District who is authorized in such capacity on behalf of the
City/District to negotiate, make, accept, or approve, or take part in negotiating, making,
8 Rev. 02/03/98
accepting, or approving of this agreement, shall become directly or indirectly interested
personally in this contract or in any part thereof. No otficer or employee of the
City/District who is authorized in such capacity and on behalf of the City/District 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.
21. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the
City/District, 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 Contractor to any
additional payment whatsoever under the terms of this contract.
22. 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.
23. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written
above.
24. CONFLICT OF INTEREST
The City and the District have determined, using the guidelines of the Political
Reform Act and the City’s and the District’s conflict of interest code, that the Contractor
9 Rev. 02/03/98
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.
25. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract 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 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 and the
District’s policy for insurance as stated in City Resolution No. 91-403 and District
Resolution No. 772.
A. Coveraaes and Limits.
Contractor shall maintain the types of coverages and minimum limits
indicated herein, unless a lower amount is approved by the City Attorney/General
Counsel or City Manager/Executive Manager:
1. Comprehensive General Liability Insurance. $1 ,OOO,OOO 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
10 Rev. 02lO3198
required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved for
contractor’s work for the City/District). $1 ,OOO,OOO 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
Employers Liability limits of $1 ,OOO,OOO 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 ,OOO,OOO per claim. Coverage
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 and the District 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/District 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 shall 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
11 Rev. 02/03/98
-
the City/District sent by certified mail.
5. If the contractor fails to maintain any of the insurance coverages
required herein, then the City/District 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/District to obtain or
maintain such insurance and the City/District may collect the same from the contractor
or deduct the amount paid from any sums due the contractor under this agreement.
26. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of the City/District and on behalf of the Contractor in connection
with the foregoing are as follows:
For City/District: Title
Name
Address
For Contractor: Title
Name
Address
Project Manager
Kerry Jezisek
City of Carlsbad, 1200 Carlsbad Village Dr.
Carlsbad, CA 92008
Partner
Gary Helling, XDconsulting
3760 Convoy St., Suite 332
San Diego, CA 92111
12 Rev. 02/03/98
27. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the contract.
28. ENTIRE AGREEMENT
This agreement, together with any other written document referred to or
contemplated herein, embody the entire agreement and understanding between the
parties relating to the subject matter hereof. 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.
13 Rev. 02/03/98
h
Executed by Contractor this u day of ,I9 PB.
CONTRACTOR: CITY OF CARLSBAD. afiunicipal
Xr)cm%m-iG,
(name of Contractor)
GM% csitucruc\
(print name/title)
By: (sign here)
(print name/title) ’
ATTEST:
ssistant City Clerk
CARLSBAD MUNICIPAL WATER DISTRICT, municipal corporqt&f of the
ATTEST:
(Proper notarial acknowledgment of execution by Contractor 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/General Counsel
uty General Counsel
14 Rev. 02/03/98
? CiLlFORNlA
-
ALL-PlJRPLaE
h
[A c? ~)gqf beforeme,
Date /1 Name and litile of Officer (e.g., ‘Jane Doe. Notary ~bk”)
personally appeared
Name(s) ol Signer(s)
c/ I
K personally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted,
executed the instrument.
Though the infotmation below is not required by law, it may prove valuable to persons retying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Cap&ty(ies) Claimed by Signer(s)
Signer’s Name:
Cl Individual
•i Corporate Officer
Title(s):
Cl Partner - 0 Limited 0 General
0 Attorney-in-Fact
0 Trustee
0 Guardian or Conservator
Cl Other:
Signer Is Representing:
Top of thumb here
Signer’s Name:
Cl Individual
Cl Corporate Officer
Title(s):
Cl Partner - 0 Limited Cl General
0 Attorney-in-Fact
Cl Trustee
Cl Guardian or Conservator
0 Other:
Signer Is Representing:
Top of thumb here
0 1995 National Notary Association * 8236 Remmet Ave., P.O. Box 7194 l Canoga Park, CA 913047194 Prod. No. 5907 Reorder: Call Toll-Free 1-80~87C6827