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HomeMy WebLinkAbout429536 MILESTONE SOFTWARE SOLUTION - CONTRACT - RFP - 7486 UTILITY CUSTOMER INFORMATION SYSTEM CONSULTINPROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Milestone Utility Services, Inc., hereinafter referred to as "Professional'. WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scooe of Services. The Professional agrees to provide services in accordance with any project Work Orders for RFP 7486 Utility Customer Information System Consulting, issued by the City. A blank sample of a work order, consisting of one (1) page is attached as Exhibit "A". Also attached is Exhibit "B", the overall scope of services. Both are incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence by June 1, 2013, and shall continue in full force and effect until May 31, 2014, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Professional and mailed no later than ninety (90) days prior to contract end. Professional Services Agreement - Work Order Type EXHIBIT "C" MILESTONE'S RATES AND ON -SITE REIMBURSABLE EXPENSES State hourly rates. for resources fitting in the categories mentioned in Scope of Work below. Also, state any reimbursable expenses given a request for the consultant to be on -site. MUST Response: Most of the work related to the Scope of Work in this RFP requires various resources from the below group of Consultants. Since this Proposal is based on a one year Consulting Service contract, Milestone would like to offer a blended rate of $135 per hour for all Consultants used on various projects during this contract period. Below is the standard hourly rate for Milestone's consultants Consultant Blended Hourly Rate Principal Architect Consultant $135 Principal Technical Consultant $135 Senior Oracle DBA $135 Senior Technical Consultant $135 Project Manager $135 Principal Consultant $135 Functional Consultant $135 Travel Expenses Travel to be on -site is at the request of City of Fort Collins. Travel & Living expenses, such as airfare, hotels, meals, rental cars, and other types of transportation, will require City of Fort Collins' preapproval before booking travel, and will be billed as incurred. Travel is not usually required when working remotely as long as the consultants are able to gain adequate access. Professional Services Agreement - Work Order Type 7486 Utility Customer Information System Consulting Page 10 of 11 EXHIBIT "D" CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Contractor hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Contractor has agreed to perform, the Contractor hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Contractor agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City , or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Contractor shall not disclose any such information to any person not having a legitimate need -to - know for purposes authorized by the City. Further, the Contractor shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Contractor shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Contractor ceases to perform services for the City, or the City so requests for any reason, the Contractor shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Contractor understands and agrees that the City's remedies at law for a breach of the Contractor's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Professional Services Agreement — Work Order Type 7486 Utility Customer Information System Consulting Page 11 of 11 5. EarN Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this agreement shall be effective when mailed, postage prepaid and sent to the following address: Professional: City: With Copy to: Milestone Utility Services, Inc. City of Fort Collins City of Fort Collins Attn: Linda Lee Lukas Attn: Janice Jackson Attn: Purchasing 11830 NW 4`" Street PO Box 580 PO Box 580 Plantation, FL 33325 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. Desian, Project Insurance and Insurance Responsibility. The Professional shall be responsible forthe professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City its officers and employees, in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City and for the City's costs and reasonable attorney's fees arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit "C", consisting of one (1) page, attached hereto and incorporated herein by Professional Services Agreement — Work Order Type 7486 Utility Customer Information System Consulting Page 2 of 11 this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant to the Work Order and upon approval of the Professional's direct reimbursable expenses. The City will pay each such bill, which it finds to be in accordance with this Agreement within forty-five days of its receipt. If City questions any part of a bill, finds any part of a bill does not conform to this agreement, or claims the right to withhold payment of'any part of a bill, it will promptly notify Consultant of the question, nonconformity or reasons for withholding. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 8. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City's approval of drawings, designs, plans, Professional Services Agreement — Work Order Type 7486 Utility Customer Information System Consulting Page 3 of 11 specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 16. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: Professional Services Agreement— Work Order Type 7486 Utility Customer Information System Consulting Page 4 of 11 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Professional Services Agreement — Work Order Type 7486 Utility Customer Information System Consulting Page 5 of 11 Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 17. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of one (1) page, attached hereto and incorporated herein by this reference. Professional Services Agreement — Work Order Type 7486 Utility Customer Information System Consulting Page 6 of 11 THE CITY OB f ORT GOLUNS, COLJtADO By: G3 S;.Paul�)<� l . Gerry Director of Purchasing & Risk Management Date:_ ATTEST: OF• FORT City Clerk c, :c0 P VSVy; z APED AS TO FORM: � - z 4A4 �'•� nccictn6 .��a fnrn �1:. .... MILESTONE UTILITY SERVICES, INC. By: /! Title: 0/GC�-i CORPORAT PRESI ENT O ICE PRESIDENT Date:�3 ATTEST: (Corporate Seal) Corporate Secretary Professional Services Agreement — Work Order Type 7486 Utility Customer Information System Consulting Page 7 of 11 EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND MILESTONE UTILITY SERVICES INC DATED: Work Order Number: Purchase Order Number: Project Title: 7486 Utility Customer Information System Consulting Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: User Acceptance Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of _ U pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professional Date: Project Manager By: Date: City of Fort Collins By: James B. O'Neill II, CPPO, FNIGP Director of Purchasing and Risk Management (over $60,000.00) Date: Professional Services Agreement — Work Order Type 7486 Utility Customer Information System Consulting Page 8 of 11 EXHIBIT "B" OVERALL SCOPE OF SERVICES The scope of work includes serving as consultant on Oracle, Ventyx Customer Suite 4.1 and its successive versions, Java, supporting technologies, and perhaps learning new technologies on an as -needed basis. The vendor will be serving as backup and extension of in-house staff when internal resources are not available or skills are not on the Fort Collins staff. Requests for support may come from either Fort Collins staff or Platte River Power Authority where the Database / System Administrator is located. Following are example services that may be requested during the duration of the contract. Through the system life cycle, there may be other services requested. • Customize Java Server Pages • Customize Oracle Portal "portlets" relating to Ventyx CIS • Customize Oracle 10g or 11g Forms and Reports • Advise on and troubleshoot configuration of Oracle Application Server and Web Logic • Troubleshoot Oracle messages • Troubleshoot Ventyx CIS 4.x and successive versions, both functionality and data • Implement a Ventyx CIS upgrade • Advise on Ventyx Archive / Purge • Write PL SQL queries and scripts • Configure Ventyx "user exits" • Design and program small applications that deliver data to or distribute data from CIS • Alter or create icons within the Customer Suite applications. • Document all edits and changes within the program code. Provide step-by-step documentation directing someone else how to make these changes in the event Fort Collins staff may need to recreate environments. Provide documentation to Fort Collins — Application Services — Utilities. Professional Services Agreement — Work Order Type 7486 Utility Customer Information System Consulting Page 9 of 11