Professional Services Agreement with Experis US for Utility Billing Software IT Project ManagerAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 18th day
of February, 2014 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 Broadway Avenue, Meridian, Idaho 83642, and Experts US, Inc.,
hereinafter referred to as "CONSULTANT", whose business address 1161 _W. River St.
Ste. 200, Boise, ID 83702.
INTRODUCTION
Whereas, the City has a need for services involving IT Project
Management; 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 Attachment "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
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.
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nt shall rovide services and work under this Agreement
1.3 The Consults p
' re uirements and standards established by applicable
consistent with the q ,
cit laws ordinances, regulations and resolutions. The
federal, state and y ,
resents and warrants that it will perform its work in accordance
Consultant rep
' II acce ted Indust standards and practices for the profession or
with genera y p ~ ect
' tare used in erformance of this Agreement and that are in eff
professions tha p
' erformance of this A reement. Except for that representation and
at the time of p g ,
ntations made or contained in any proposal submitted by the
any represe
t and an re orts or o inions prepared or issued as part of the work
Consultan y p p
rmed b the Consultant under this Agreement, Consultant makes no other
perfo y
warranties, either express or implied, as part of this Agreement.
2.
1.4 Services and work provided by the Consultant or Consultant's Employee
at the Cit 's re uest under this Agreement will be performed in a timely manner
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in accordance with a Schedule of Work, which the parties hereto shall agree
The Schedule of Work may be revised from time to time upon mutual written
consent of the parties.
Consideration
Contract SBPO1355-02, as provided in Attachment 6 "Payment Schedule"
attached hereto and by reference made a part hereof for the Not-to-Exceed
amount of $120,000.00
21 The Consultant shall be compensated on an hourly basis per State
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 billin period, which the City will pay within 30 days of receipt of a correct
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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 receive from the City any additional consideration, compensation,
sala , wa es, or other type of remuneration for services rendered under this
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A reement., including ,but not limited to, meals, lodging, transportation,
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drawings, renderings or mockups. Specifically, Consultant shall not be entt
b virtue of this Agreement to consideration in the form of overtime, health
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insurance benefits, retirement benefits, paid holidays or other paid leaves of
absence of any type or kind whatsoever. Notwithstanding the foregoing, if
Consultant is required to increase wage andlor payroll burden costs at any time
Burin the term of this Agreement as the direct result of any determination, order
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or action by any applicable federal, state or local governmental authority, the City
will reimburse Consultant at cost for any such increase. .
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3, Time of Performance:
' reement shall become effective upon execution by both parties, and shall
This ag
' u on com letion of the a reed upon services, or unless sooner terminated
expire p p g
s rovided below or unless some other method or time of termination is listed in
ap
Attachment A.
4. independent Contractor:
4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting
as an inde endent contractor, and neither CONSULTANT nor any officer,
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em to ee or a ent of CONSULTANT will be deemed an employee of CITY.
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Exce t as expressly provided in Attachment A, Consultant has no authority or
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res onsibilit to exercise any rights or power vested in the City. The selection
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and desi nation of the personnel of the CITY in the performance of this
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agreement shall be made by the CITY.
4.2 Consultant shall determine the method, details and means of performing
the services to be provided by Consultant under this Agreement. Consultant
shall be responsible to City only for the requirements and results specified in this
A reement and, except as expressly provided in this Agreement, shall not be
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subjected to City's control with respect to the physical action or activities
Consultant in fulfillment of this Agreement.
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, to the extent caused by the negligent or grossly negligent
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 tortious conduct of CITY or its employees, except (1}infringement of
any intellectual property right, except with respect to any intellectual property
owned and independently developed by Consultant and; (2} the acts or
omissions of any Consultant's Employee taken at City's direction or City's failure
to ro erl su ervise Consultant's Employees. CONSULTANT shall maintain,
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and specifically agrees that it will maintain, throughout the term of this
A reement, liability insurance, in which the CITY shall be named an additional
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insured to the extent of the negligent act(s) or omission(s) of Consultants
Employees in the performance of services in the minimum amounts as follow;
General Liability One Million Dollars ($1,000,000} per incident or occurrence,
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Professional Liabilit I Professional errors and omissions One Million Dollars
y Million
1000 000 a re ate, Excess Automobile Liability Insurance One
($ , ) 9g 9
Dollars $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
indemnif and save and hold harmless CITY from and for all such losses, claims,
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actions, or udgments for damages or injury to persons or property and other
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costs, including litigation costs and attorneys fees, to the extent caused by the
ne li ent or grossly negligent performance of this Agreement by the Consultant
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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 its 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 Broadway 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 Manager
33 E Broadway Ave
Meridian, ID 83642
Phone: 208-888-4433
Email: k_watts meridiancit~org,
EXPERTS US, Inc.
Attn: Business Law Department
100 Manpower Place
Milwaukee, WI 53212
Phone: 414-961-1000
Email: Amanda.klock(~experis.com
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.
7. 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.
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Time is of the Essence: The parties hereto acknowledge and agree that time is
8' ' ' and
strict) of the essence with respect to each and every term, condition
y f the obli ations
provision hereof, and that the failure to timely perform any o g
hereunder shall constitute a breach of, and a default under, this Agreement by
the party so failing to perform.
9. Assi nment: It is expressly agreed and understood by the parties hereto, that
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CONSULTANT shall not have the right to assign, transfer, hypothecate or sell
an of its rights under this Agreement except upon the prior express written
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consent of CITY.
10. 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.
11. Reports and Information:
11.1 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.
11.2 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.
12. 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.
13. 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.
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14. 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.
15. 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.
16. 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, in part or in its entirety, 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.
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.
17. 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.
18. Advice of Attorney: Each party warrants and represents that in executing this
Agreement. It has received independent legal advice from its attorney's or the
opportunity to seek such advice.
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' ment: This A reement contains the entire agreement of the parties
19. Entire Agree g ritten
rsedes an and all other agreements or understandings, oral of w ,
and supe y
they revious to the execution hereof or contemporaneous herewith.
whe p
ublic Records. Act: Pursuant to Idaho Code Section 9-335, et seq.,
20. P
' 'nor documents received from the Contractor may be open to public
informatio all
' ion and co in unless exempt from disclosure. The Contractor sh
inspect pY g ,~ ch
rl desi Hate individual documents as exempt on each page of su
clea y g 'not
uments and shall indicate the basis for such exemption. The CITY will
doc
the markin of an entire document as exempt. In addition, the CITY will
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acce t a le end or statement on one (1) page that all, or substantially all, o
not p g ~ and
he document is exem t from disclosure. The Contractor shall indemnify
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defend the CITY a ainst all liability, claims, damages, losses, expenses, actions,
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attorne fees and suits whatsoever for honoring such a designation or
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ontractor's failure to designate individual documents as exempt. The
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Contractor's failure to designate as exempt any document or portion of a
document that is released by the CITY shall constitute a complete waiver of any
and all claims for damages caused by any such release.
Confidentialit : Consultant understands and acknowledges that all tests and
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results confidential information} are intended solely for the City. Consultant
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a rees to hold ail confidential information in confidence and will not disclose the
9
confidential information to any person or entity without the express prior written
consent of City.
22. A licable Law: This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of Idaho, and the ordinances of
the City of Meridian.
23. A royal Re uired: This Agreement shall not become effective or binding until
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approved by the City of Meridian.
CITY OF MERIDIAN EXPERTS US, Inc.
r ~,
TAMMY de D, MAYOR
a
Dated:
z-~~- i~I
Approved by Council:
Attest:
,~'.
BY:
Melissa .Koch, Busin ss Law Paralegal
Dated : 2113114
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JAYCEE L. HOLMAN, CITY CLERK
Purchasing App oval
BY:
KEIT TTS, Purchasing Manager
Dated:: 2.~~~ / 1`'r
Department Approval
BY: ~~G ~.ca K i ~ /~ e n nr ~ ~~
STACY KILCH NMANN, CFOT
Dated:: ~3~! L~
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Attachment A
SCgPE OF WORK
The ro'ect shall be se crated in the following four phasesltasks. Tasks will include but
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are not limited to the following:
PROJECT INITILZATION
• Objectives
• Funding
• Leadership
• Resources
PLANNING
• BudgetlWBSlResource Management
• Governance, RACI
• Scope din/outs
• Risks, Constraints, Interdependencies, Assumptions
• Risk Mitigation PIanlStrategy
• Stakeholder Analysis
• Communications PIanlStrategy
• Training PIanlStrategy
• Testing PIanlStrategy
• Implementation PIanlStrategy
• Requirements Analysis
• Requirements Matrix
City Responsibilities
o Issue Request for Proposal
o Establish RFP Evaluation Criteria -includes Proof of Concept
o Vendor Selection
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PROJECT EXECUTION
• BudgetlWBSlResource Management
• Solution Customization Oversight
• Solution Prototype Oversight
• Data Migrationllntegratian
• Unit Testing (sandbox)
• System Testing (sandbox)
• System Deployment DevlTest Environment
• User Training
• User Acceptance Testing
• Usability Testing
• Pre-implementation Approval (ITIL}
• System Deployment Production Environment
• Post Implementation Support
CLOSE-OUT
• BudgetlSchedulelResource Management
• Celebration!
• Budget Completion
• Schedule Completion
• Post Mortem Delivery
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Attachment B
MILESTONE 1 PAYMENT SCHEDULE
A, Com ensation will be on a Time and Material basis billed at $90.04Ihour. Total
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and com lete com ensation for this Agreement shall not exceed $120,000.00.
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The Task amounts listed below are estimates only.
TASK DESCRIPTION AMOUNT
Task 1 • •
Project In~tializat~on $0.00
Task 2
Planning $54,024.00
Task 3 i n
Proaect Execut o $48,621.60
Task 4
Close Out $8,103.60
Travel expenses, if applicable, will be paid at no more than the City of Meridian's Travel
and Expense Reimbursement Policy.
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