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HomeMy WebLinkAboutMaster Service Agreement with Jefferson Wells International for controls review and assessment MAYOR Robert D. Corrie LEGAL DEPARTMENT (208) 466-9272 . FAX 466-4405 PARKS & RECREATION (208) 888-3579. Fax 898-5501 PUBLIC WORKS (208) 898-5500' Fax 887-1297 CITY COUNCIL MEMBERS Tammy de Weerd William L. M. Nary Cherie McCandless Keith Bird BUILDING DEPARTMENT (208) 887-2211 . Fax 88H297 PLANNING & ZONING (208) 884-5533 . Fax 888-6854 June 29, 2003 Mr. Tom Anderson Jefferson Wells 1125 Seventeenth Street, Ste. 2300 Denver, Colorado 80202 Re: Agreement for Services - City of Meridian Dear Mr. Anderson, Enclosed please find two original agreements as referenced above. Please sign both sets and return one original agreement to my office at your earliest convenience. My apologies for not sending this out sooner, as my workload last week was much busier than I had anticipated. You may contact our office at (208) 888-4433 if you have any questions or concerns. Sincerely, 3hOJtfYlJ:w.tl--v Sharon Smith Deputy City Clerk cc: Stacy Kilchenmann file 33 EAST IDAHO AVENUE. MERIDIAN, IDAHO 83642' (208) 888-4433 Cily Clerk Office Fax (208) 888-4218 . Human Resources Fax (208) 884-8723 . Finaoce & Utility Billing Fax (208) 887-4813 .' JEFFERSON WELLS INTERNATIONAL MASTER SERVICE AGREEMENT TERMS AND CONDITIONS THIS MASTER SERVICE AGREEMENT is made and entered into this 17 day of June, 2003 between City of Meridian ("CLIENT") and JEFFERSON WELLS INTERNATIONAL, a Delaware corporation ("JEFFERSON WELLS"). This Agreement sets forth the general terms and conditions pursuant to which JEFFERSON WELLS will provide services to CLIENT. The specific engagement scope and pricing will be separately documented in the Engagement Letter(s)/Proposal(s) dated June3, 2003, and any such additional Engagement Letter(s)/Proposal(s) as may be accepted by CLIENT from time to time hereafter. 1. Location. Services will be performed at sites established by CLIENT unless otherwise agreed to in the Engagement Letter(s)/Proposa1(s). 2. Rights of Title. All reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared solely under this Agreement by JEFFERSON WELLS' employees shall belong exclusively to CLIENT. CLIENT shall have the right to obtain from JEFFERSON WELLS and/or JEFFERSON WELLS' employees, and to hold in CLIENT's name all copyrights, trademark registrations, patents or other protection CLIENT may deem appropriate to protect such reports. JEFFERSON WELLS agrees to give CLIENT reasonable assistance, at CLIENT's expense, required to protect the rights defined in this paragraph. All reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared under this Agreement by JEFFERSON WELLS' employees are solely for the intema1 use of CLIENT. All reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared solely under this Agreement by JEFFERSON WELLS' employees, when accepted by CLIENT, unless otherwise exempt under Idaho Code 9-335 or 9-340A through 9-340G, will be public records and will be subject to disclosure. Notwithstanding the foregoing, CLIENT acknowledges that JEFFERSON WELLS has the right to maintain for its own record keeping purposes a copy of all reports, workpapers, programs, manuals, discs, tapes, listings and any other material prepared under this Agreement by JEFFERSON WELLS' employees. 3. Termination. Unless otherwise provided for in the Engagement Letter(s)/Proposal(s), either party may terminate this Agreement for any reason upon two weeks notice. Upon termination, CLIENT shall pay JEFFERSON WELLS' final invoice for all amounts due under the terms of section 4 below. In the event of termination of this Agreement for any reason, the obligations of the parties under Sections 2 (Rights of Title), 8 (Mutual indemnification), 10 (Limitation of Liability), 11 (Confidential Information), 12 (Recruiting of Personnel) and 15 (Mediation) shall survive termination. 4. Payment. JEFFERSON WELLS shall be paid at the billable rates and/or fees set forth in each Engagement Letter(s)/Proposal(s). JEFFERSON WELLS shall coordinate its standard 45- hour work week for its professionals to take place within CLIENT's normal business hours, unless otherwise agreed in advance. (a) JEFFERSON WELLS shall invoice CLIENT on a bi-weekly basis. Terms shall be net 15 days. All objections by CLIENT to an invoice must be made in writing to JEFFERSON WELLS within fourteen days after the date of the invoice. If no objections are received by JEFFERSON WELLS within such fourteen-day period, the invoice shall be deemed accepted by CLIENT. (b) If payment has not been received as set forth herein, JEFFERSON WELLS reserves the right, in addition to any other rights it may have, to (i) suspend the services until such payment is made in full, (ii) charge interest on the amount past due at the lesser of 1.5% per month or the maximum allowed by law and (iii) invoice CLIENT for all costs of collection including reasonable attomey's fees. 5. Taxes. CLIENT shall be responsible for payment of all taxes (excluding JEFFERSON WELLS' own payroll and income taxes), if any, levied upon the services provided under this Agreement. 6. Insurance. employees. JEFFERSON WELLS agrees to maintain the following insurance for its (a) Worker's compensation insurance covering all JEFFERSON WELLS employees with minimums required by law; (b) Employer's liability insurance with limits to one million dollars; (c) Comprehensive automobile liability insurance for combined bodily injury and property damage with limits to one million dollars; (d) Comprehensive general liability insurance for combined bodily injury and property damage with limits to one million dollars; and (e) Professional liability insurance with limits to one million dollars. JEFFERSON WELLS agrees to provide CLIENT with certificates of insurance upon request. 7. Independent Contractor Relationship. The parties understand and agree that the personnel assigned by JEFFERSON WELLS to CLIENT under this Agreement are JEFFERSON WELLS' employees or agents. Under no circumstances are such personnel to be considered CLIENT employees or agents. JEFFERSON WELLS shall perform its obligations under this Agreement as an independent contractor and not as an agent or joint venture partner of CLIENT. 8. Mutual Indemnification. JEFFERSON WELLS agrees to indemnify and hold harmless CLIENT for any injuries to persons or property caused by the negligent, intentional or willful acts of JEFFERSON WELLS' employees in connection with the performance of services under this Agreement. CLIENT agrees to indemnify and hold harmless JEFFERSON WELLS for any injuries to persons or property caused by the negligent, intentional or willful acts of CLIENT's employees in connection with the performance of services under this Agreement. 9. Warrantv. JEFFERSON WELLS warrants that the services will be performed in a workmanlike and professional manner by individuals who have skill and experience commensurate with the requirements of the services. Other than those contained in this section, JEFFERSON WELLS makes no other representations or warranties with respect to the services. 10. Limitation of Liabilitv. CLIENT understands and agrees that JEFFERSON WELLS will not be liable for any punitive, incidental, consequential or indirect damages, and CLIENT hereby waives any right to seek such damages against JEFFERSON WELLS. CLIENT agrees that JEFFERSON WELLS' liability for any damages arising out of work performed pursuant to this agreement shall not exceed insurance policy limits as set forth in section 6. 11. Confidential Information. Each party agrees that during and after the term of this Agreement it will keep secret and will not, without the prior written consent of the other, use or disclose to any third party any confidential or proprietary information relating to the business of the other party or that party's customers learned by such party or disclosed to such party in connection with this Agreement. The restrictions ofthis section 11 shall not apply to any information which (i) is or becomes generally available to the public other than as a result of a breach of this section 11 by the receiving party, (ii) was available to the receiving party on a nonconfidential basis prior to its disclosure under this Agreement or (iii) becomes available to the receiving party on a nonconfidentia1 basis from a third party which was not itself bound by a confidentiality obligation and was free to disclose the information. 12. Recruiting of Personnel. The parties agree that they will not hire from each other any employees involved in an engagement hereunder for a period of one year following completion of the engagement. 13. Entire Agreement. This Agreement and the Engagement Letter(s)/Proposal(s) referred to, as well as any written amendments, shall constitute the entire agreement between the parties and supersedes all previous communications, representations, understandings, concurrent or subsequent purchase orders, and agreements, whether oral or written, between the parties or any officer or representative of the parties. CLIENT has not relied upon any representations other than those set forth in this Agreement and the Engagement Letter(s)/Proposal(s) referred to herein. In the event of a conflict in terms between this Agreement and the tenus of any Engagement Letter(s)/Proposal(s), the terms of this Agreement control. 14. Amendments. No amendments or other variation to this Agreement shall be effective unless in writing and signed by an authorized person on behalf of each party. 15. Mediation. In the event of a controversy or claim arising out of or relating to this Agreement, or the breach of the same, the parties shall use their best efforts to mediate and settle the same through consultation and negotiation in good faith and a spirit of mutual cooperation. 16. Governing Law. The laws of the State of Wisconsin shall govern this Agreement. Both parties consent to the jurisdiction of the courts in the State of Wisconsin in the event of any litigation concerning this Agreement or the services provided in connection with this Agreement. No action arising out of this Agreement, regardless of the form, may be brought by either party -- more than one year after the cause of action has accrued. 17. Severabi1itv. If any provision of this Agreement is determined to be unenforceable or invalid, the remaining provisions of this Agreement shall remain in full force and effect. 18. Force Majeure. JEFFERSON WELLS and CLIENT shall not be liable for any failure to perform or delay in performance of its obligations under this Agreement or any Engagement Letter(s)/Proposal(s), resulting from the elements, acts of God or any other cause beyond the reasonable control ofthe party failing to perform. 19. Notices. Any notices required under this Agreement shall be in writing. Notices shall be delivered in person or sent by overnight courier or facsimile addressed to the addresses in the Engagement Letter(s)/Proposa1(s). Notice shall be effective when sent by overnight courier or facsimile or upon delivery if delivered in person. 20. Signature. This Agreement is not binding upon JEFFERSON WELLS until it is signed by an authorized JEFFERSON WELLS corporate representative or JEFFERSON WELLS Managing Director. For JEFFERSON WELLS INTERNATIONAL By Name Its Name 7( (). ClorV",~ 'YVL ~ OÝ Sh~,---, By Its Sno..ron Sm>..-\:h. jJßr~\.À-t~ ~-h~ tlulU AreYï)\){.o\. Þ,j CA-+~Cw,vl.l:;'( {P-!¡'-o3 MSA for IC Review - Final- 12-05-02.doc J EFFE RSONw,~T~RLN:T!!. 1125 17th Street, Suite 2300 Denver, Colorado 80202 Phone 303.298.1786 Fax 303.296.2123 www.jeffersonwells.com June 3, 2003 Ms. Stacy Kilchenmann Finance Director City of Meridian 33 E. Idaho Avenue Meridian, ill 83642 Dear Ms. Kilchenmann: Jefferson Wells International ("Jefferson Wells") appreciates the opportunity to present this proposal to provide the City of Meridian with professional services. Ci(r ßackgrouud (/11{1 Service Issac The City of Meridian is approximately 9 miles west of Boise. The population of Meridian is approximately 40,000 and approximately 14,000 households. Recently, Meridian's utility billing department has experienced a defalcation by two or more employees. Local and State law enforcement have conducted a preliminary investigation. However, manpower constraints on those agencies have limited the scope of the investigation perfonned to date. The City of Meridian desires to attempt to minimize the risk of such misappropriations in the future. In addition, the City would like Jefferson Wells to take a preliminary look at the existing records to detennine if it would be cost effective to conduct an in depth analysis to attempt to quantify the loss. TIIC Jeffersoll ¡Vel/,. Solution Jefferson Wells recommends that a Controls Review and Assessment be conducted to detennine whether the cUlTent billing environment has adequate business process controls, system controls, and adequate segregation of duties. The Controls Review and Assessment will be conducted by experienced internal audit and technology consultants. In addition those consultants will review and analyze available records (both hard copy and electroruc) to detennine the cost effectiveness of embarking on an in depth (forensic) investigation to fully quantifY the suspected loss. All reportable fmdings, recommendations, and solutions will be discussed with management and summarized in a final report. Ms. Stacy Kilchenmann June 3, 2003 Page 2 EngagemelltStaffing am! Managemellt Jefferson Wells will assign audit consultants with significant background and expertise in internal controls - - and systems security to this engagement. All of our professionals have a minimum of 5 years experience and our Denver audit professionals average over 12 years experience. Jefferson Wells will assign an Engagement Manager who will be responsible for providing overall quality assurance on your engagement. The Engagement Manager will conduct engagement status updates with the city and our consultants on a periodic basis and will provide additional technical and supervisory support, if needed. The Engagement Manager's assignment to this engagement will ensure that our quality of delivery meets the highest possible standards. Pmject Timillg am! Fees Project Timing The City of Meridian has a desire to begin this project as soon as practical. Accordingly, after acceptance of this proposal, we will commit to starting this project in the second half of June. Professional Fees and Expenses At Jefferson Wells, our fee structures are developed on an individual engagement basis. Factors that are considered in detennining our fees include the technical skills required to successfully complete the agreed upon tasks as well as the relative risks associated with the engagement. The following fee structure has been developed specifically for the City of Meridian and the work described herein: The rate for our Audit Consultant(s) is $120 per hour. The rate for our IT Audit Consultant(s) is $130 per hour. The rate for Engagement Management is $150 per hour. Jefferson Wells does not charge a premiwn for overtime hours worked. Jefferson Wells does not bill for local travel or administrative costs. The City of Meridian will be responsible for paying all travel-related expenses. It is our intention to minimize travel costs associated with the engagement. Based on the approach discussed above we will not exceed 160 hours to accomplish the Controls Review and Assessment, and to take a preliminary look at the available records to detennine if it would be cost effective to conduct an in depth analysis to fully quantifY the loss. Total costs including travel will not exceed $24,000, for the work described herein. Benefits of' using Jeffersoll /Veils A customized Jefferson Wells solution delivers many benefits to the city including: 1. Experience: Utilizing professionals with real-world industry experience 2. Independence: Avoiding any conflict of interest issues 3. Flexibility: Providing a high quality, affordable and flexible resource to solve your business needs 4. Confidentiality: Maintaining the confidentiality of all information disclosed by the client 2 Ms. Stacy Kilchenmann June 3, 2003 Page 3 Terms and Cmu/itians This proposal is valid for 30 days from the date of issuance and is subject to the tenus and conditions of the -- Jefferson Wells Master Service Agreement to be entered into with the city. The Master Service Agreement must be signed, dated and returned to Jefferson Wells prior to the commencement of engagement services. Jefferson Wells invoices are sent bi-weekly and are due 15 days from the invoice date. Your cooperation in following these guidelines will enable us to continue to provide you with the best value in the marketplace. We also believe consistent and timely invoicing helps our customers track hours and costs accumulating on their projects for optimal internal project management. During the tenu of the engagement and for a period of 6 months thereafter, it is understood that neither the City of Meridian nor Jefferson Wells will solicit, entice, employ or seek to employ any employees of each other without the express written consent of the other party. Violation of this provision by either party will result in a payment of $25,000 to the other party. Onr Commitmellf to Client Satisfàction Jefferson Wells is committed to providing the highest quality professional services in the marketplace. We are never satisfied with the status quo and strive for continuous improvement. Your opinion of the work we perfonu is the basis for our improvement initiatives. To provide you with an efficient method to communicate your opinions, our [um will email you an on-line Client Satisfaction Survey at the end of this engagement. It should take no more than a couple of minutes to complete and a simple "click" to send it on its way. Our local management team will review your response and take appropriate actions. In addition, the managing director ofthe Denver office, Pat Persons, will personally review your response. It is that important to all of us. Stacy, we appreciate this opportunity to provide the City of Meridian with consultative services. We are committed to earning your loyalty by providing excellent solutions and delivering value added, high quality services in support of the city. Weare available to answer any questions you may have or to meet with you to further discuss the details of the engagement. Sincerely, Tom Andersen Business Development Manager Please indicate your acceptance of this proposal by signing and returning this document by mail or fax to 303.296.2123. Proposal accepted by: Date: Requested start date: