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HomeMy WebLinkAbout2005-024 Contract - GFOA AGREEMENT FOR SYSTEM SELECTION AND CONTRACT NEGOTIATION CONSULTING SERVICES This Agreement for System Selection and Contract Negotiation Consulting Services (this "Agreement") is entered into as of this 18th day of February 2005 between City of Ashland, a municipal corporation, having its offices at 20 E. Main St. Ashland, OR 97520 (the "Government") and the Government Finance Officers Association of the United States and Canada, an Illinois not-for-profit corporation, having its offices at 203 North LaSalle Street, Suite 2700, Chicago, Illinois 60601 ("Consultant" or "GFOA"). RECITALS WHEREAS, the Government desires to hire Consultant to perform certain services and Consultant is willing to provide such services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: AGREEMENT I. DEFINITIONS A. "Consultant" shall mean Anne Kinney, the GFOA Director of Research and Consulting. B. "Contract Administrator" shall mean Lee Tuneberg, the Chief Financial Officer of the Government. II. TERM This Agreement shall become effective as of February 18, 2005, and shall remain in effect until all Services (as defined below) are performed by Consultant or June 30, 2005, whichever occurs first, unless sooner terminated as provided in this Agreement. III. SERVICES A. General Scope: Consultant shall perform the work and services as described in Exhibit A, which is hereby made a part of this Agreement (all such services and work performed hereunder is collectively referred to herein as the "Services"). B. Standard of Work: The performance of the Services pursuant to the terms of this Agreement shall conform to high professional standards in the field of public finance. Consultant shall use commercially reasonable efforts to formulate opinions and create information upon which the Government may rely. The substance of such opinions and information, however, is not guaranteed by Consultant to be free from omission or errors except insofar as such errors or Government Finance Officers Association 10f7 QBCHI\389010.6 omISSIons occur as a result of gross negligence or willful misconduct by Consultant. C. Compliance with Applicable Law: Consultant shall perform the Services under this Agreement in compliance with all applicable laws, ordinances and regulations. D. Location: Consultant shall provide the Services to the Government at one or more locations mutually agreed upon by the Contract Administrator and Consultant. IV. RELATIONSHIP OF PARTIES A. Independent Contractor: Consultant is an independent contractor and shall not be deemed a partner or agent of or joint venturer with the Government. The employees and agents of Consultant who will be involved in the performance of the Services shall not be deemed the employees or agents of the Government. Neither party shall have any right, power or authority to create any contract or obligation on behalf of, or binding upon, the other party, without the prior written consent of such other party. B. No Interest: Consultant hereby acknowledges that it (i) has no personal or financial interest in the project requiring the performance of the Services other than the fee it is to receive under this Agreement; (ii) shall not acquire any such interest, direct or indirect, which would conflict in any manner with the performance of the Services hereunder; and (iii) does not and will not employ or engage any person with a personal or financial interest in the project requiring the Services under this Agreement. V. PUBLICATIONS As an educational, nonprofit, professional membership association, Consultant reserves the right to publish non-confidential documents describing the results of, or created during, the Services performed under this Agreement. Consultant will not publish any item with the name of the Government without obtaining the prior written consent of the Government. VI. PROPRIETARY ITEMS All work product produced as a result of the Services provided hereunder shall be the property of the Government; however, Consultant's methodologies (e.g., surveys, reference databases) that it has developed before and during this engagement are the property of Consultant (collectively, and together with any Consultant proprietary assessment tools, the "GFOA Intellectual Property"). In particular, in the course of performance hereunder, Consultant may use (and may authorize the Government's personnel to use) certain GFOA Intellectual Property to assist in engagement completion. The Government shall not have or obtain any right or title to or interest in such GFOA Intellectual Property (or in any modifications or enhancements thereto). Consultant makes no express or implied warranties of any kind regarding the GFOA Intellectual Property. VII. COMPENSATION OF CONSULTANT Government Finance Officers Association 20f7 QBCHI\38901O.6 The Consultant shall be paid on the basis of a firm fixed price of $33,925 for Utility Billing System Needs Assessment Advisory Services. The fixed price is set forth in Exhibit A. For informational purposes only, the total amount of this Agreement is estimated to be $33,925. Payment shall be made by the Government to Consultant on the basis of Services and the work product rendered as shown in Exhibit A, following the Government's receipt of an invoice, which invoice shall be due within thirty (30) days of the date thereof (the "Payment Date"). Invoices shall be mailed to: City of Ashland Lee Tuneberg 20 E. Main St. Ashland, OR 97520 VIII. INSURANCE Consultant agrees to procure and maintain in effect during the term of this Agreement insurance policies in the amount and with the type of coverage shown below: 1. Workers Compensation insurance in the form and amount required by applicable law(s). 2. Commercial General Liability insurance on an "Occurrence Basis" with limits of liability not less than $500,000 per occurrence and/or combined single-limit bodily injury and property damage. 3. Motor Vehicle Liability, including No-Fault coverage, with limits of liability not less than $500,000 per occurrence and/or aggregate combined single limit, personal injury, bodily injury and property damage. Coverage shall include all non-owned vehicles, and all hired vehicles. 4. Professional Liability, with limits of liability of $3,000,000 per claim and policy aggregate. IX. INDEMNIFICATION; LIMITATION ON LIABILITY A. Mutual Indemnification: Subject to any limitation set forth below in Clause B, each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") and its respective officers, directors, employees and agents against any and all actions, controversies, demands, suits, proceedings, claims, causes of action, liabilities, losses, costs, interest, penalties, demands, expenses and damages of any kind whatsoever (including reasonable attorneys' fees and costs incurred in connection with the arbitration or resolution of any dispute as set forth herein) (collectively, "Losses") related to or arising, directly or indirectly, from any claims of third parties against an Indemnified Party arising out of the acts or omissions of the Indemnifying Party or any of its employees and/or agents. Government Finance Officers Association 30f7 QBCHI\389010.6 B. Limitation of Liability: Consultant's liability for any matter arising under this Agreement or from any transaction contemplated herein, including without limitation the provision of the Services, shall not exceed the actual amount paid by an insurer as a result of any claim made with respect to such matter under Consultant's insurance policies as set forth in Section VIII (the "Liability Cap"). The Government acknowledges that the Liability Cap is a material term upon which Consultant has relied in entering into this Agreement and that Consultant would not have entered into this Agreement in the absence of such provision. X. ACCEPTANCE AND RELEASE The Government shall be deemed to have accepted all Services in a given Phase and the work product resulting therefrom upon the earlier to occur of: (i) the Government's payment of the invoice received from Consultant in respect of the Services; or (ii) the Payment Date; provided, that prior to such date the Government did not provide written notice to Consultant that it believes Consultant has breached this Agreement. Upon such acceptance, the Government shall be deemed to have released Consultant from any liability resulting from such phase of the Services. XI. DISCLAIMER The Government hereby acknowledges that (i) Consultant is not the software provider or systems integrator, (ii) Consultant's role is to provide information, analysis and advisory services, and (iii) the decision on a software and services vendor is solely that of the Government. Accordingly, the Government agrees that Consultant shall bear no responsibility and shall incur no liability with respect to the performance or provision of the software, hardware, or implementation services. XII. NONDISCRIMINATION The Consultant agrees to comply with the nondiscrimination provisions of all applicable laws and to take affirmative action to assure that applicants are employed and that employees are treated during employment in a manner that provides equal employment opportunity and tends to eliminate any inequality based upon race, national origin or sex. XIII. TERMINATION OF AGREEMENT AND RIGHTS UPON TERMINATION A. Termination without Cause: Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the other party. B. Termination for Cause: Either party may immediately terminate this Agreement in the event that (i) the other party seeks protection under the bankruptcy laws (other than as a creditor) or (ii) any assignment is made for the benefit of creditors or a trustee is appointed for all or any portion of such other party's assets. C. Effect of Termination: If the Services are terminated under this Section XIII, (i) Consultant shall provide to the Government all work product completed through the date of termination, (ii) each party shall return to the other party any and all Confidential Information of the other party and all other information, data, software, documentation or equipment in its possession or control which the other Government Finance Officers Association 4 of 7 QBCHI\38901O.6 party has supplied to such party, and (iii) the Government shall pay Consultant all fees charged through the date of termination on a time and materials basis using rates shown in Exhibit A. D. Survival: The provisions of Sections V. VI. VII. IX. X. XL and XIII, and any definitions provided herein for purposes of aiding in the interpretation of this Agreement, shall survive any termination of this Agreement. XIV. OBLIGATIONS OF THE GOVERNMENT A. The Government agrees to give Consultant access to staff and the Government owned properties as required to perform the Services under the Agreement. B. The Government shall immediately notify Consultant in writing of any defects in the Services upon the Government's actual notice of the same. XV. ASSIGNMENT Neither party may assign or transfer any of its rights or obligations under this Agreement without obtaining the prior written consent of the other party. XVI. DISPUTES In the event of any dispute between the parties ansIng from this Agreement or the Services provided hereunder, each party shall, prior to seeking judicial resolution of such dispute, escalate the dispute to a senior representative of such party, and such senior representatives shall use good faith efforts to resolve the dispute between them. If such senior representatives are unable to resolve the dispute, such dispute shall then be decided by arbitration pursuant to procedures jointly agreed upon by the Government and Consultant. Consultant and the Government shall make good faith efforts to resolve any and all disputes as quickly as possible. XVII. NOTICE All notices, submissions, consents, and other communications required or permitted under this Agreement shall be in writing and sent via overnight carrier, first class mail, postage prepaid, or transmitted via facsimile or electronically, with confirmation of such transmission, to the Administering Department, care of the Contract Administrator or to the Consultant, as the case may be, at the address stated in this Agreement or such other address or facsimile number as either party may designate by prior written notice to the other. XVIII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof; supersedes any and all prior agreements, proposals, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written, relating to the subject matter hereof; and shall be binding upon the parties' respective successors and permitted assigns. XIX. AMENDMENTS Government Finance Officers Association 50f7 QBCHI\389010.6 Any modifications to this Agreement shall be made only in writing, signed by the duly authorized representatives of both parties, and a copy shall be attached to the original Agreement. xx. SEVERABILITY OF PROVISIONS If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful, or unenforceable, then such part shall be severed from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law. XXI. CHOICE OF LAW This Agreement shall be construed, governed, and enforced in accordance with the laws of the State of Illinois. XXII. INTERPRETATION The headings included in this Agreement are for convenience or reference only, and shall not be considered in the construction hereof. The singular number shall include the plural and vice versa. All uses of the word "including" herein shall, unless otherwise indicated, be interpreted to mean "including, but not limited to." XXIII. WAIVER No failure on the part of either party to exercise, and no delay in exercising, any right, power or privilege hereunder operates as a waiver thereof; nor does any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. XXIV. COUNTERPARTS This Agreement may be executed in counterparts, each of which taken together shall constitute one single agreement between the parties. Government Finance Officers Association 60f7 QBCHI\3890 10.6 By the signatures of their duly authorized representatives below, Consultant and the Government, intending to be legally bound, agree to all of the provisions of this Agreement, including any and all Exhibits attached hereto. GOVERNMENT FINANCE OFFICERS ASSOCIATION City of Ashland BY: ~.4e~~ p~~ NAME: ,. ~~ ~~~ v C ~s.t.(' I PRINT TITLE: ,}\ J "Gt" (()t;.Je ui ra+"1CfO DATE: o;z - ;),;) - 0 S BY: ~$- ~~ PRINT NAME: Darlow L. Tuneberg PRINT TITLE: Finance Director DATE: ~k / /'" ilf t! '#:" 7 3?J tJ f3 I tJ tJ t/ ~/ IJ ~' I o--tJ ~tJ #tlt:?7~C;; Government Finance Officers Association 70f7 QBCHI\389010.6 G The Research and Consulting Center Government Finance Officers Association Revised - January 26, 2005 Note: This is a proposal developed by the GFOA Research and Consulting Center to The City of Ashland, OR. All information herein is confidential and proprietary to GFOA. Upon request by GFOA, all materials submitted as part of this proposal must be returned or destroyed. G The Research and Consulting Center Government Finance Officers Association January 26, 2005 Mr. Lee Tuneberg Finance Director City of Ashland, Oregon 20 East Main Ashland, OR 97520 Dear Mr. Tuneberg: Thank you for the opportunity provide this revised proposal to assist the City of Ashland in conducting a system needs assessment on your current utility billing system. A detailed description of GFOA tasks is included in the scope of work section of this proposal. Key changes to this proposal include are-writing of the project kickoff activities and reduction of hours base on that revision. This scope revision has reduced the fixed fee cost from $34,450 to $33,925. GFOA has served in the needs assessment role that is being proposed here for more than 25 entities including many organizations of similar size. The following represents just a few of the clients we have had the opportunity to serve: City of Portland, OR; TRIMET Transit Authority, OR; City of Roswell, GA; South Florida Water Management District, FL; Clark County, NV; Marin County, CA; and Southeastern Pennsylvania Transit Authority (SEPTA), P A. GFOA has experience in evaluating financial, human resource, payroll, cashiering, and utility billing systems. GFOA is excited about the opportunity to work with the City of Ashland to assess your current utility billing system. We will provide the City with independent and objective analytical advisory services on that are unique in the public sector marketplace. Please contact Joe Koehn at (312) 339-0909 if you have any questions concerning our proposal. Sincerely, ~~~ Anne Spray Kinney Director, Research and Consulting Center Government Finance Officers Association 203 N. LaSalle Street Suite 2700 Chicago, IL 60601 Fax: (312) 977-4806 akinney@gfoa.org Table of Contents Executive Overview............................................................................................................... Section I Scope of Work ...... .... ....... .... ...... .......'.. ............................. ....... ...... ..... .... .... .... ..... .... ...... ....... ..Section II Project Team................... ....... ............................................ ................... ............. .... ....... ....... ..Section III Project Cost and Timeline........................ ............................. ............. .... ............. ............. .... ..Section IV I Proposal to the City of Ashland, Oregon c. Engagement Assumptions Below is a list of assumptions for this engagement. GENERAL CONDITIONS [1] GFOA is a non-profit membership association made up of members like the City of Ashland, Oregon. Therefore, GFOA's liability and indemnification under any agreement reached with the City will be limited to the extent of claims paid by insurance coverage currently in force. [2] The functionality within the scope engagement includes the utility billing elements associated with the City's Water, Sewerage, Electric, and Telecom services. ENGAGEMENT ASSUMPTIONS [1] The engagement will consist of no more than three trips for project kick-off and Needs Assessment / Business Case Analysis activities. The first visit will have 2-3 GFOA staff on- site for up to 2 days. The second visit will have 2-3 GFOA staff on-site for up to 2 days. The last visit is for a GFOA staff member to present the Needs Assessment findings to an audience of the City's choosing. [2] The City will have 10 business days to review GFOA's draft Needs Assessment Report and provide comments. GFOA will work from a unified set of changes to produce the final report. D. Timeline Februar 1, 2004 Februar 2005 March 2005 A rillS, 2005 Ma 6, 2005 Contract A roved Pro.ect Plan Established and First Site Visit Second Site Visit Draft Needs Assessment Submitted to the Cit Final Needs Assessment Re ort Submitted to the Cit Note: This timeline is GFOA's best estimate for project activities. A firm project plan and with specific dates for site visits and deliverables will be completed upon contract signing. Proprietary and Confidential to GFOA 8 r., CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541 ) 488-5300 VENDOR: 000208 GFOA 203 NORTH LASALLE ST. S # 2700 CHICAGO, IL 60601 FOB Point: Terms: Net Req. Del. Date: 2/18/2005 Speciallnst: Page 1 / 1 05785 SHIP TO: Ashland Finance Deartment (541 ) 488-5300 20 E MAIN STREET ASHLAND, OR 97520 Req. No.: Dept.: PUBLIC WORKS Contact: Lee TuneberQ Confirming? No BLANKET PURCHASE ORDER Utility Billing System Needs Assessment Advisory Services GFOA Contract Beginning date: February 18, 2005 Completion date: June 30, 2005 Total amount is estimated to be $33,925.00 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 33,925.00 SUBTOTAL TAX FREIGHT TOTAL 33 925.00 0.00 0.00 33,925.00 E 730.08.10.00.704100 33 925.00 ~ VENDOR COpy