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HomeMy WebLinkAboutR-2002-045 Black & Veatch Agreement (utility billing system)RESOLUTION NO. R-2002- 45 A RESOLUTION authorizing the City Manager of the City of Yakima to execute a professional services agreement with Black & Veatch to provide the City with professional services associated with implementation of a new customer service and billing system. WHEREAS, the City requires consulting services to educate City personnel on the implementation of a major software application; and WHEREAS, the Consultant represents that it has the expertise necessary and is willing to perform the consulting services required by the City in accordance with the terms and conditions of the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of the City to contract with Black & Veatch to provide the City with professional services associated with implementation of a new customer service and billing system, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached and incorporated "Consulting Services Agreement." ADOPTED BY THE CITY COUNCIL this 16th day of April, 2002. ATTEST: Karen Roberts, City Clerk (Ik) res.Black & Veatch 4-02.pm 4/97,.„ ry Place, Mayor CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter the "City"), and Black & Veatch - Utility Information Systems Division (hereinafter the "Consultant"). WHEREAS, the City requires consulting services to conduct an orientation session to educate key City personnel on the implementation of a major software application, and conduct a series of interviews and discussions with key personnel identified by the City. WHEREAS, the Consultant represents that it has the expertise necessary and is willing to perform the Consulting services required by the City in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and Consultant as follows: 1. Scope of Services. The Consultant shall provide the City with professional services associated with and in support of the development of a better understanding of needs and issues associated with the acquisition and subsequent implementation of a new customer service and billing system. These services shall include, but not be limited to the following tasks: • Conduct a half-day orientation session to educate key personnel on the implementation of a major software application. • Conduct a series of interviews and discussions with key personnel identified by the City. • At the conclusion of the meetings/interviews, the Consultant will development a written final report to be presented to the Director of Finance and Budget. A description of the project in letterform is attached hereto as Exhibit "A" and incorporated herein by this reference. The Consulting services may include, but are not limited to, the services listed on general project description attached hereto as Exhibit A. 2. Time Period for Performance of Services. The term of this Agreement shall commence upon execution hereof and shall terminate at the time of completion of 1 all services/tasks required hereunder, or unless the Agreement is earlier terminated by either party under Section 22 of this Agreement. The Consultant shall provide such services as are described on executed task orders in accordance with the time schedule set forth on attached and incorporated Exhibit "B". The Consultant shall proceed with such services in a timely and diligent manner, but shall not be responsible for delays beyond the Consultant's control or which the parties could not have reasonably foreseen at the time the respective task order was executed. 3. Compensation. a. Fees for Services. For each specified task order executed by the parties, the Consultant shall be paid for such services on a time -spent basis in accordance with the fee schedule attached hereto as Exhibit "C" and incorporated herein by this reference. Said fee schedule is subject to revision by the Consultant not sooner than one (1) year after execution of this Agreement, and no more once each year thereafter. b. Maximum Fee for Services. Each executed task order shall describe the maximum fee to which the Consultant shall be entitled to under that task order. The maximum fee shall represent the best estimate of the parties of the maximum cost of the Consultant's services specified in that task order. c. Renegotiation of Maximum Fee. The Consultant reserves the right to renegotiate the maximum fee specified in a particular task order if the scope of services in the task order is changed by the City, or if conditions beyond the control of the parties shall cause the Consultant to incur additional costs and expenses in providing the services required under the task order. In either event, the Consultant shall promptly notify the City in writing of the anticipated additional fees or reduction of fees. Thereafter, and unless otherwise agreed by the parties, the Consultant shall not proceed with the modified/changed services until the parties agree in writing to a renegotiated maximum fee for that task order. d. Payment of Compensation. Consultant shall submit monthly invoices to the City. Said invoices shall itemize all services rendered during the preceding monthly period. Payment shall be due and payable upon receipt of Consultant's invoice by City. All payments are expressly conditioned upon the Consultant providing services hereunder which are satisfactory to the City. In the event City disputes any invoice item, City shall give Consultant written notice of such disputed item within ten (10) days after receipt of such invoice and shall pay to Consultant the undisputed portion of the invoice according to the provisions hereof. e. Payment in the Event of Termination. In the event that either party terminates this Agreement under Section 22, Consultant shall be compensated in accordance with the above terms for all satisfactory services provided to the City up to the effective termination date. f. Maintenance of Financial Records/Documents. The Consultant shall make the cost records, accounts and related financial documents pertaining to this Agreement available for inspection by representatives of the City during the term of this 2 Agreement and for a period of three (3) years following the final payment to the Consultant by the City. In the event that any audit or inspection identifies any discrepancy in such financial records, the Consultant shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy. g. Permit and Advertising Cost. The City shall pay the cost of all necessary permits, advertising and similar items that are normally associated with public works projects. 4. Standard of Performance. The Consultant shall perform all work and services required under this Agreement in accordance with generally accepted Consulting and consulting standards, and shall be responsible for the technical soundness and accuracy of all work and services furnished pursuant to this Agreement. No other Warranty, express or implied, is included in this agreement or in any drawing, specification, report or opinion produced pursuant to this agreement. 5. Cost Estimates. The City is herewith advised that the Consultant has no control over the cost of labor, material, equipment; subcontractors' and suppliers' methods of producing and delivering such goods and services; or over the methods and styles of competitive bidding or market conditions. Accordingly, the Consultant's cost estimates are made and furnished on the basis of the Consultant's experience and qualifications and represent only best judgment as an Consulting firm familiar with the construction industry. As such, the Consultant cannot and does not warrant or guarantee the accuracy of its cost estimates, or that cost estimates will not vary significantly from the actual project or construction costs realized by the City. 7. Ownership of Documents. All reports, designs, drawings, and specifications prepared by the Consultant pursuant to this Agreement shall be the property of the City upon payment being made by the City to the Consultant in accordance with Sections 3 of this Agreement. The Consultant shall provide the City with originals and/or reproducible copies of such documents in accordance with the respective task order, or when requested by City representatives. Consultant shall retain its rights in its standard drawing details, designs, specifications, databases, computer software and any other proprietary property. Rights to intellectual property developed, utilized, or modified in the performance of the services shall remain the property of the Consultant. The Consultant does not intend or represent that such documents are suitable for reuse by the City or others on extensions of this project or with regard to any other project. Any such reuse without the written permission of the Consultant shall be at the City's risk. 8. Design Intent. The Consultant shall prepare the design documents, drawings, and specifications with the understanding that a representative of the Consultant may be observing the quality and progress of the resulting construction for compliance with the design intent. Additionally, the parties agree that compensation for such monitoring shall be addressed in an appropriate task order. 3 9. information to be provided by the City. The City shall provide the Consultant with access to all information at its disposal that is pertinent to the site of project area, including but not limited to previous reports, drawings, plats, surveys, utility records, and other similar data. Absent specific written direction to the contrary, the Consultant shall be entitled to rely upon the completion and accuracy of such documentation. 10. Status of Consultant. Consultant and the City understand and expressly agree that Consultant is an independent contractor in the performance of each and every part of this Agreement. The Consultant shall have the sole judgment of the means, mode or manner of the actual performance of work/services required under this Agreement. The Consultant, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the work/services required under this Agreement. Additionally, and as an independent contractor, the Consultant and its employees shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and/or retirement. 11. Taxes and Assessments. Consultant shall be solely responsible for compensating its employees and for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement; Consultant shall pay the same before it becomes due. 12. Nondiscrimination Provision. During the performance of this Agreement, Consultant shall not discriminate on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. 13. Compliance With Law. Consultant agrees to perform all work/services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. If a change in any law or regulation increases the cost of Consultant's work or services, then Consultant will be entitled to an equitable adjustment to the Agreement. 14. No Insurance. It is understood the City does not maintain liability insurance for Consultant or its employees and subcontractors. 15. Indemnification and Hold Harmless. a. Consultant agrees to protect, defend, indemnify, and hold harmless the City, its elected officials, officers, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and 4 all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) resulting from death or bodily injury to any person or damage or destruction to third -party to the extent caused by any negligent act and/or omission of the Consultant, its officers, employees, agents, and/or subcontractors, arising out of the performance of this Agreement. b. In the event that both Consultant and the City are negligent, the Consultant's liability for indemnification of the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees) that can be apportioned to the Consultant, its officers, employees, agents, and/or subcontractors. c. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 16. Insurance provided by Consultant. a. Commercial Liability Insurance. On or before date the this Agreement is fully executed by the parties, the Consultant shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees as additional insured, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or a company rated A -VII or higher in Best's Guide and admitted in the State of Washington. b. Commercial Automobile Liability Insurance. On or before date this Agreement is fully executed by the parties, the Consultant shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees as additional insured, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and 5 initialed by the insurance agent). The insurance shall be with an insurance company or a company rated A -V11 or higher in Best's Guide and admitted in the State of Washington. c. Professional Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Consultant shall provide the City with a certificate of insurance as evidence of Professional Errors and Omissions Liability Insurance with coverage of at least One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate limit of at least One Million Dollars ($1,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company rated A -VII or higher in Best's Guide. If the policy is on claims made basis, the retroactive date of the insurance policy shall be on or before January 1, 1998, or shall provide full prior acts. The insurance coverage shall remain in effect during the term of this Agreement and for a minimum of three (3) years following the termination of this Agreement. d. Insurance provided by Subcontractors. The Consultant shall ensure that all subcontractors it utilizes for work/services required under this Agreement shall comply with all of the above insurance requirements. 17. Delegation of Professional Services. The services provided for herein shall be performed by Consultant, and no person other than regular associates or employees of Consultant shall be engaged upon such work or services except upon written approval of the City. 18. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Consultant to any other person or entity without the prior written consent of the City, except that it may be assigned without such consent to a related entity, an affiliate or wholly-owned subsidiary of either party. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Consultant stated herein. 19. No Conflict of Interest. Consultant represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Consultant further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 20. Severabilitv. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 21. Integration. This written document constitutes the entire agreement between the City and Consultant. There are no other oral or written Agreements between the parties as to the subjects covered herein. No changes or additions to this 6 Agreement shall be valid or binding upon either party unless su in writing and executed by both parties. ch change or addition be 22. Termination. The City or Consultant may terminate this or without cause, by giving the other party thirty (30) calendar days Agreement, with written notice of 22. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their ad dresses as follows: TO CITY: TO CONSULTANT: or to such other addresses as and/or demands shall be sent delivered. Such notices shall the addresses specified above. Director of Finance and Budget 129 No. 2nd Street Yakima, WA 98901 Black & Veatch Director, Utility Information Systems P.O. Box 8405 Kansas City, Missouri 64114 the parties may hereafter designate in writing. Notices by registered or certified mail postage be deemed effective when mailed r hand delivered at 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 24. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Y, W ashington. CITY OF YAKIMA BLACK & VEATCH By: R. A. Zais, Jr., City Manager DATE: ATTEST: Karen Roberts, City Clerk City Contract No. By: DATE: 24. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. CITY OF YAKIMA DATE. R. A. Zais, Jr., City Manager 9 a., 0 o ATTEST: Karen Roberts, City Clerk City Contract No. Resolution No. R -a -OO- 916- 8 BLACK & VEATCH By: DATE: Exhibit 'A' Scope of Services — Program February 22, 2002 Ms. Rita Anson Director of Finance and Budget City of Yakima 129 N. Second Street Yakima, Washington 98901 Dear Rita: In accordance with our correspondence, Black & Veatch would begin with a half-day orientation session to educate key personnel on the implementation of a major software application. We would hold a series of interviews and discussions with key personnel identified by the City. The expected outcome of these sessions is a greater understanding by B&V of the City's current business processes, culture, and potential system needs. Black & Veatch would then compile findings and recommendations including such potential topics as: • Business process improvement • Billing and customer service issues • Scope of automation effort • System specification • Key implementation components • Awareness items (e.g., staffing and resource planning) associated with major implementations. Findings would be presented in an open -forum one-half to full-day workshop with the City within a few weeks of the interviews. To save cost, a summary of findings will be provided as written deliverable. The City will also be provided with any files used in the final presentation and a copy of the Black & Veatch Notes database. Please do not hesitate to call me at (913) 458-3506 should you have any questions regarding this proposal. We greatly look forward to this opportunity. Very truly yours, BLACK & VEATCH CORPORATION Corey T. Williams, P.E. Director, Utility Information Systems 9 Goal: Coordinate and Assist the City in the Planning and Preparation of Phase i for the subsequent implementation of a new customer service and billing system. (a) B&V Initial Work Plan: • 1/9 day orientation with Key Personnel (designated by City) • Education on overall Project Phases, Process • More detailed explanation of initial steps (interviews, etc.) • Work Session — Initial Data Gathering • Perform interviews (budgeted at 4 days). Black & Veatch (B&V) will hold a series of interviews and discussions with key executive and utility department personnel identified by the City. The expected outcome of these sessions is: (a) a greater understanding by B&V of the City's current business processes, culture and potential system needs, (b) documentation of findings, (c) presentation of findings, and (d) recommendation regarding how to proceed. • Compile findings and prepare presentation • Present findings to Executive and Steering Committees and other key personnel .me• orVrtrnnrinfo• C.1.7 aV tat vNt Icw.v. • Include written documentation and presentation materials • Notes and documentation from this work will become foundation (starting point) for Phase II - Needs Assessment identification 10 Exhibit 'B' The expected duration of these discussions would be four days with approximately two days to compile findings and prepare the final presentation. A two person team, would be used in the interviews. Work would commence upon written notice to proceed from the City and would be completed no later than June 1, 2002. 11 Exhibit 'C' Basis for Billing The expected duration of these discussions would be four days with approximately two days to compile findings and prepare the final presentation. A two -person team would be used in the interviews. A detailed breakdown of costs follows: 12 Hours Cost ($) Orientation Workshop (with preparation) 20 2500 On-site meetings and interviews 64 8000 Presentation/Workshop Development 20 2560 Presentation 12 1680 Written Summary 24 3000 Labor Total $17,740 Travel and related Expenses (estimate 3 trips) As incurred. 12 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. /3 For Meeting of April 16, 2002 ITEM TITLE: Consideration of a Resolution Authorizing execution of a contract with Black & Veatch, to provide the City with professional services associated with and in support of the development of needs and issues associated with the acquisition and subsequent implementation of a new customer service and billing system. SUBMITTED BY: Rita Anson, Director of Finance & Budget Dueane Calvin, Water/Irrigation Manager CONTACT PERSON/TELEPHONE: Rita Anson 575-6053 SUMMARY EXPLANATION: This program will utilize the consultant to provide the City with professional services associated with and in support of the development of a better understanding of needs and issues associated with the acquisition and subsequent implementation of a new customer service and billing system. These services shall include, but not be limited to the following tasks: • Conduct a half-day orientation session to educate key personnel on the implementation of a major software application. • Conduct a series of interviews and discussions with key personnel identified by the City. At the conclusion of the meetings/interviews, the Consultant will develop a written final report to be presented to the Director of Finance and Budget. The cost associated with this phase of the project is estimated to be $17,740. Resolution X Ordinance Other (Specify) Contract X Mail to (name and address): Black & Veatch, P.O. Box 8405, Kansas City, Missouri 64114 Attention: Cory Williams, Project Manager Phone: (913) 458-3506 Funding Source General FLO — Information Systems APPROVED FOR SUBMITTAL: -7-2;4.1 V City Manager STAFF RECOMMENDATION: Staff recommends approval of the resolution authorizing the City Manager to execute the accompanying contract with Black & Veatch. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2002-45