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HomeMy WebLinkAboutProfessional Service Agreement with Kerrin Executive Services for IT Strategic Audit AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 21st _ day of September, 2006, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Idaho Avenue, Meridian, Idaho 83642, and Kerrin Executive Services ,hereinafter referred to as "CONSULTANT", whose business address is 5264 N. Hiqh Country Wav. Star. 10 83669. INTRODUCTION Whereas, the City has a need for services involving Information Technoloqy Strateqic Audit; and WHEREAS, the Consultant is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS . 1. Scope of Services: 1.1 CONSULTANT shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all services, and comply in all respects, as specified in the document titled "Scope of Services" a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 1.2 All documents, drawings and written work product prepared or produced by the Consultant under this Agreement, including without limitation electronic data files, are the property of the Consultant; provided , however, the City shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Consultant may copyright the same, except that, as to any work which is copyrighted by the Consultant, the City reserves a INFORMATION TECHNOLOGY STRATEGIC AUDIT- page 1 of 11 royalty-free, non-exclusive, and irrevocable license to reproduce, publish and use such work, or any part thereof, and to authorize others to do so. 1.3 The Consultant shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Consultant represents and warrants that it will perform it's work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the Consultant and any reports or opinions prepared or issued as part of the work performed by the Consultant under this Agreement, Consultant makes no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provide by the consultant at the City's request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. 2. Consideration 2.1 The Consultant shall be compensated on a time and materials basis as provided in Exhibit B "Payment Schedule" attached hereto and by reference made a part hereof. 2.2 The Consultant shall provide the City with a monthly statement, as services warrant, of fees earned and costs incurred for services provided during the billing period, which the City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Consultant under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Consultant. 2.3 Except as expressly provided in this Agreement, Consultant shall not be entitled to no receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including, but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Consultant shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, INFORMATION TECHNOLOGY STRATEGIC AUDIT- page 2 of 11 retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. .- 3. Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire upon completion of the agreed upon services, September 30,2007 or unless sooner terminated as provided below or unless some other method or time of termination is listed in Exhibit A. This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, or (b) sale of Consultants business. 4. Independent Contractor: 4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting as an independent contractor, and neither CONSULTANT nor any officer, employee or agent of CONSULTANT will be deemed an employee of CITY. Except as expressly provided in Exhibit A, Consultant has no authority or responsibility to exercise any rights or power vested in the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 4.2 Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Consultant in fulfillment of this Agreement. If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be considered subcontractors of consultant and not subcontractors of City. 5. Indemnification and Insurance: CONSULTANT shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the CONSULTANT, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. CONSULTANT shall maintain, and specifically INFORMATION TECHNOLOGY STRATEGIC AUDIT - page 3 of 11 agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Professional Liability I Professional errors and omissions One Million Oollars ($1,000,000) aggregate, Automobile Liability Insurance One Million Oollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance, in the statutory limits as required by law.. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided , CONSULTANT covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by the Consultant or Consultant's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. CONSULTANT shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONSULTANT'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date Consultant begins performance of it's obligations under this Agreement. In the event the insurance minimums are changed, CONSULTANT shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Idaho Avenue, Meridian, Idaho 83642. 6. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian Purchasing Agent 33 E. Idaho Avenue Meridian, Idaho 83642 Kerrin Executive Services Attn: Kerrin Pease 5264 N. Hiqh Country Way Star, ID 83669 INFORMATION TECHNOLOGY STRATEGIC AUDIT- page 4 of 11 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 8. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 9. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 10. Assignment: It is expressly agreed and understood by the parties hereto, that CONSULTANT shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 11. Discrimination Prohibited: In performing the Services required herein, CONSULTANT shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 12. Reports and Information: 12.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 12.2 Consultant shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. INFORMATION TECHNOLOGY STRATEGIC AUDIT- page 5 of 11 13. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of CONSULTANT'S records with respect to all matters covered by this Agreement. CONSULTANT shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 14. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 15. Compliance with Laws: In performing the scope of services required hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 16. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of CONSULTANT'S compensation, which are mutually agreed upon by and between the CITY and CONSULTANT, shall be incorporated in written amendments to this Agreement. 17. Termination: If, through any cause, CONSULTANT, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to CONSULTANT of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONSULTANT may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONSULTANT under this Agreement shall, at the option of the CITY, become its property, and CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. INFORMATION TECHNOLOGY STRATEGIC AUDIT - page 6 of 11 Notwithstanding the above, CONSULTANT shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONSULTANT, and the CITY may withhold any payments to CONSULTANT for the purposes of set-off until such time as the exact amount of damages due the CITY from CONSULTANT is determined. This provision shall survive the termination of this agreement and shall not relieve CONSULTANT of its liability to the CITY for damages. 18. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 19. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from it's attorney's or the opportunity to seek such advice. 19. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 20. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 21. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIOIAN BY: .c::- ~ - Tdr-ae ~[[r1D, MAYOO -'-. ,J"ILIlUh. U/t:t~d{..e I Pref/'-tt.ed ~~d 614 c:,.i, 4,Wnu.i~,'~~~ff(l,~ q /?-I~ o~ / ", ~ 'I,,, Attest: ~:~ ~.... "'" ~ j~Q~~ '\ ~~ 0 ~ SEAL WILLIAM G. BERG, JR.'"i ,,#;:::: INFORMATION TECHNOLO~~~ . r-~ " c\.-... _.. ...J " '/f/I-'""'l/NT' . """ /1/1/111111111\11' CONSUL TANT ~ BY: 1.< [iLfl.,t,J 'P!;~ page 7 of 11 Approved as to Content Department Approval Dated: ?~Lj' /$/~///Uh~ TITLE: .L f ~4~(T Oated: 0/2/ )J& Approved as to Form CITY ATTORNEY INFORMATION TECHNOLOGY STRATEGIC AUDIT- page 8 of 11 Attachment A SCOPE OF SERVICES Information Technology Review This would be performed by an external consultant with significant experience in the IT field - to ensure the vision of what could be is not overshadowed by the reality. (Kerrin Pease). The objectives below will need to be confirmed. In overall terms the objective is to review the current operating practices within IT, where it interacts with other departments and leaders within the organization. Clarify objectives and expectations at all levels. Then identify areas to change to enable the IT function to be more effective and proactive within the City. This will without doubt save significant $ once implemented. To be effective leaders must commit and support the changes identified. Oiscussions would be with Terry and IT personnel primarilly for section 1 below. The steps below are the activities necessary: 1 - Review Information Technology Infrastructure This includes the following areas: · Responsibility and objectives . , Interaction with departments and end users . Interaction with department heads · Involvement in planning . Workload . . Standards . . Projects v support, reactive v proactive . · Concerns and problems . . Support systems. . Backup and security · Hardware maintenance, support and replacement . Volumes . Performance and capacity use . Oata protection and security . -i-Standards compliance . . Operating systems and Maintenance INFORMATION TECHNOLOGY STRATEGIC AUDIT- page 9 of 11 · Software solutions, maintenance and life · Review how budgets are put together for IT for the City. For each these areas we would go down to detail, identify strengths and weaknesses and consider changes necessary for increased volume and integration. 2 - p'fanned upgrades and replacement applications. This would cover - hardware, operating software and new or replacement applications In this area we would review the following: The process for planning and budgeting upgrades to hardware and operating software The confirmation of current plans. The process for the identification of new or replacement systems in departments, including the adoption of a City wide system. As follows: . Examine how the needs of a system are identified . Understand how the whole RFP process is managed . Look at the selection or tender process · Understand how potential systems are evaluated · Understand who is involved in the process . What about interfaces to other systems? . What about hardware sizing and procurement of new kit? . How does it get budgeted? . Who signs off? . Project implementation process review . Examine a recent project Having completed the two sets of tasks above it would be very useful to be able to meet the following people to determine their view of IT and its objectives. It would also be important to understand how they see the role of IT in the future Oepartment Directors.. .Selected from Finance, Fire, City Clerks, Attorney/HR/IT, Police, Public Works, Planning, Parks Terry's immediate manager - Bill Nary The Mayor - Tammy de Weerd Meet with any other personnel as identified during the period. It might be effective to present the conclusions to the Mayor, the City Council and the directors to help get sign off rapidly. INFORMATION TECHNOLOGY STRATEGIC AUDIT- page 10 of 11 Attachment B PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $10,000. Fees will be billed for actual time worked at a rate of $125.00 per hour. Fees will be billed monthly for completed tasks only, per the following schedule of values. TASK DESCRIPTION AMOUNT A. Information Technology Strategic Audit TOTAL $10,000.00 . Travel expenses will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. INFORMATION TECHNOLOGY STRATEGIC AUDIT- page 11 of 11 CITY OF MERIDIAN PURCHASE ORDER , ~' ".. 't. ${:"", ''';t!,i/I ' , I 1':,,"-,0" ~!!!J ,ftlo, ..,~W~, ,:::-,,;:51, ,M" tOAHO BILL TO: CITY OF MERIDIAN 33 E. Idaho Ave Meridian, ID 83642 (208}888-4433 FAX (208}887-4813 SHIP TO: IT Terry Paternoster 33 East Idaho l .,"'.*,. " :')1' 'J ~CHY()F 1!~~ :,', {Jriditfn~--; , Meridian 10 83642. (208) 888-4433 Fa: (208) 887-4813 VOIIdor: Kerrin Executive Services 5264 N High Country (208) 286-0235 Purchase Order #: 1151-06-109 Date Ordered: 9/21/2006 Requested By: Terry Star 10 83669 Qty Item Description Invoice #fPart # Division Account # Total Amt 1 1 Strategic Audit I 1 15101 54120 $10,000.00 Total Due: $10,000.00 ~t/ ~ /p~ ~rt REASON FOR PURCHASE: Infromation Technology Strategic Audit COUNCI APPROVAl Data S_