The URL can be used to link to this page

Home My WebLink AboutC2005-676 - 12/5/2005 - NA 't .fJ. ,-1,., I r"L t:,..Jf.- . 1 ens 915 559 3514 P.02 City of corpf' 8 Christi Senllces A reement AGREEMENT FOR INFORMATION MANAGEMENT SERVICES This Agreement for Information Man.gement Services ("Agreement") is effective as 0 Jthe 28th day of November, 2005 ("Effective Date)'), by and between the City of Corpus christ/l l hereinafter referred to as "Client") and MAXlMUS, Inc., ERP Solutions Division, (hereinafter referred to as "MAXIMUS") with refereJ1ce to the following: : WHEREAS, Client requires project management, systems analysis and computer prOgr~ming services to maintain PeopleSoft Education & Government Financials; and I I WHEREAS, MAXIMUS has the requisite experience and expertise and is willing to prbvide such PeopleSoft maintenance services. I NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants Slbt forth herein, the parties agree as follows: \ I I I I I Client hereby engages MAXIMUS and both Client and MAXIMUS agree to perform ~' maintenance tasks as described in Exhibit A, Scope of Services. During the term of th s Agreement Client may request changes in the Scope of Services. Any such change, in luding any increase or decrease in the amoWlt of MAXIMUS' compensation, requires the mu ual agreement of the parties and shall be effective when incorporated in written amendme,ts to this Agreement I I I Client.agrees that compensation and method of payment to MAXIMUS shall be accorfing to ExhibJt S, Cost and Fee Schedule MAXIMUS shall submit monthly invoices to the Client in sufficient detail to SUppoItJlhe services provided during the previous month Client agrees to pay those invoices wit in thirty (30) days of receipt. In the event the Client disputes a portion of an invoice, the Clien,lt agrees to pay the undIsputed portion of the invoice within thirty (30) days of receipt and to pro~ide MAXIMUS a detailed statement of the Client's position on the disputed portion of th~ invoice within thirty (30) days of receipt. Client' 5 failure to pay any amount of an invoice thJt is not the subject of a good-faith dispute within thirty (30) days of receipt shall entitle MAXIMDS to charge interest on the overdue portion at the lower of 1.5% per month or the highest rate permitted by law, All payments should be sent to MAXIMUS, Inc., 3130 Kilgore Ro~d, Suite 4000, Rancho Cordova, CA 95670. I 3 TERM OF CONTRACT I This Agreement shall commence as ofthe Effective Date and shall tenninale on 28 j'ovember 2006 · r I i I i i I I 1. SCOPE OF SERVICES 2. COMPENSATION AND METHOD OF PAYMENT 2005-676 ment 2005-12-02 12/05/05 MAXIMI S <t:_ 2f)U:-J :,8 c.1~ 1 t'1L' E""f- :'( 'I O,S 915 559 3514 P.03 I City 01 Corp s Christi Services reement 4. RESPONSIBILITIES I A. The parties understand and agree that the Client is providing certain personnel r~sources and facilities to MAXIMUS in connection with selected tasks under this Agreement an1 MAXIMUS is relying on the availability of such resources. The Client shall provide these resources in a timely manner and represents that the personnel resources are appropria,IY qualified and capable of performing the assigned tasks. I B MAXIMUS shall document all costs by maintaining compl~te and accurate rec~rds of all financial transactions associated with this Agreement, including, but not limited to, invpices and other official documentation which sufficiently support all charges under this Agreemert. C. MAXIMUS shall retain financial, programmatic, client data and other service r~cords for tlve (5) years from the date services are completed. I I 5. RIGHTS IN DATA ! Client shall have a perpetual, nontranSferable, paid-up righl and license solely for purpl ses of its intemal business to use, copy, modify and prepare derivative works of the deliverable hems developed by MAXIMUS in the course of the services pursuant to thlS Agreement, w~ether Jointly or individually, subject to the Confidentiality provisions of this Agreement. I 6. INDEPENDENT CONTRACTORS I A This Agreement shall not constitute, create, or otherwise i~ply an employment, joint venture. partnership, agency or similar arrangement, and nothing contained herein shall be construed as providing fOI the sharing of profits or losses arising from the efforts of ei~er or both of the parties hereto. Each party to this Agreement shall act as an independent cqntractor, and neither party shall have the power to act for or bind the other party except as expressly provided for herein. MAXIMUS assumes sole responsibility for determining the m~er and means of performance hereunder. ! I B. MAXIMUS and its employees shall not be eligible for any benefit available td employees of Client, including, but not limited to, workers compensation insurance, state disabil~ty insurance, unemployment insurance, group health and life insurance, vacation pay, si~k pay, severance pay, bonus plans. pension plans, savings plans and the like. ! C. No income, social security, state disability or other federal or state payroll tax shall be deducted from payments made to MAXIMUS Wlder this Agreement. MAXIMUS agrees to pay all state and federal income taxes and other levies and charges as they become due o~ account of monies paid to MAXIMUS hereunder, and to defend, indemnify ~d hold Client hant1Jess from and against any and all liability resulting from any failure to do so. i I I D. MAXIMUS' services shall be exempt from State sales, use or similar taxes. lfIowever, in I I City of Corpus Christi Agreement 20D5.12.02 i It:, -:ljL:~"") ~,b '1f-. ; 11_ ...-'t- ~'r t I :)n~' 916 669 3514 P.04 City of Corpl18 Christi Services 1J9reement I the event any such taxes are applicable to this contract, such taxes shall be treated as a reimbursable business expense under the terms of this Agreement. E MAXIMUS may provide services to others during the same period MAXIMuslprOVides '5ervice to Client under this Agreement. . ' \ I i I 7 TERMINATION FOR CONVENIENCE i I Th1s Agreement may be temunated by the Client with or without cause upon 30 days' Written nohce. If thIs Agreement is terminated for convenience, Client agrees to reimburse M~I XIMUS for all expenditures made in good faith that are illlpaid at the time of termination, indu ing all work products completed or in-process, and for the time required to discontinue onsite activities in an orderly manner, not to exceed the maximum amount payable under this Agreem :nt. 8. TERMINATION FOR DEFAULT I I Either party shall have the right to tenninate this Agreement if the other party is in de~ult of any obligation hereunder and such default is not cured within thirty (30) days of receipt o~ a notice specifying such default. In the event of such a termination, Client shall reimburse M"XIMUS for all work that had been satisfactorily completed prior to such tennination. ! 9. LIMITATION OF LIABILITY i MAXIMUS' liability under this Agreement shall be limited to the maximum amount bayable under this Agreement. In no event shall MAXIMUS be responsible for any indirect. incidental, special, punitive or consequential damages i i i MAXlMUS shall maintain the following insurance during the term of this Agreeme1: I A. Worker's Compensation and Employer's Liability Insurance in accordance ~th applicable law. i ! B. Commercial General Liability Insurance on a per occurrence basis with limit$ of liability not less than $1,000,000 per occurrence and aggregate combined single limit, persodal Injury, Bodily Injury and Property Damage. I \ I I C. Automobile Liability Insurance with limits ofliabihty of not less than $1,000,000 per occurrence combined single limit including Bodily Injury and Property Damage. ctverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. D. Professional Errors and OmISsions Insurance which shall include consultant Computer Errors and Omissions Coverage, with limits not less than $1,000,000 per claim and tn the aggregate I i I I I I 10, INSURANCE City of Corpus Christi Agreement 2005-12-02 L ~c "', i'ltc t:: .J, 915 559 3514 P.05 City of cor~~s Christi Services 1Qreement 11. INDEMNIFICATION '\1AXIMUS ("Indemnitor") agrees to indemnify and hold Client ("Indemnitee") harmle s from any claims, lawsuits, proceedings, losses, liabilities, damages, costs and expenses (inel ding reasonable attorneys' fees) made against Qr incurred by Indemnitee as a result ofnegli nee, misrepresentation, error or omission on the part of Indemnitor or Indemnitor's employes, agents . I or representatIves. 12. NON-SOLICITATION The parties agree that, during the term of this Agreement and for a period of one year om the termination oftlm Agreement, neither party will solicit for employment or otherwise empt to hire any employees of the other party or its affiliates without the prior written consent rl f such pany 13. COMPLIANCE WITH LAW I A MAXIMUS shall comply with all federal, state aod loeallaws and regulations ~PPlicable to its perfonnance, including but not limited to, employment and purchasing practicesl wages, hours and conditions of employment. I B In rendering services under this Agreement, MAXIMUS shall comply with alii applicable federal, state and local laws, rules and regulations pertaining to equal employment Op~1 ortunity and shall not discriminate based on age, ancestry, color, gender, marital status, medic condition, national origin, phYSIcal or mental disability, race, religion or sexual orien tion. e. MAXIMUS will comply with all applicable federal, state and local laws, rule~ and regulations regarding the maintenance of a drug-free workplace. I i 14. CONFIDENTIALITY MAXIMUS agrees that all infonnation disclosed by the Client to\MAXIMUS shall b~ held in confidence and used only in performance under this Agreement. MAXIMUS shall e ercise the same standard of care to protect such information as is used to protect its own propri tary or trade secret information. Client understands and agrees that it may have access to confidential or proprietary i formation, processes or documentation owned or controlled by MAXIMUS. Client understand and agrees that disclosure or use of such information, processes or documentation may violate N1:AXIMUS' trademarks, copyrights or other proprietnry rights. MAXIMUS understands and a2.r~es that ~closure of sueh information may be reQuired of Client under Texas Public Inform~tion Ac.t. Chapter 552. Texas Government Code. Client agrees to exercise reasonable standartls of care to protect such infonnation, processes or documentation ! I i 15. INSPECTION j I i City of Corpus Christi Agreement 2005-12.02 't.', .. . '20\1:. S.<=, t'11-, IMU-- E'"'P =L · lon:; 915 559 3514 P.05 City of Corp s Christi Services greement During the tenn of this Agreement, authorized representatives of Client may inspect or udit MAXIMUS' performance and records pertaining to this Agreement at the MAXIMUS usiness office during normal business hours, t6 ASSIGNMENT I I Neither party shall assign or transfer this Agreement nor any duties or nbligations heretder without the prior written approval of the other party. r 17 NOTICES \ t An notices under the Agreement will be in writing and will be delivered by personal s [vice, facsimile or certified mail, postage prepaid, or overnight courier to such address as ma be designated from time to time by the relevant party, which initially shall be the address et forth I below: I I i I 3130 Kilgore Road, Suite 400 I Rancho Cordova, CA 95670 I Fax (916) 669-3514 . Any notiee sent by certified mail will be deemed to have been given five (5) days aftel the date on which it is mailed. All other notices will be deemed given when received. No objbction may be made to the manner of delivery of any notice actually received in writing by an autorized agent of a party. I I I City of Corpus Christl Artn; Cindy O'Brien, Director of Finance P. O. Box 9277 Corpus Christi, Texas 78469 MAXIMUS, IDC., ERP SOLUTIONS DIVISION David Nickel President CLIENT 18. DISPUTES Any controversy or claim arising out of or relating to this Agreement, or the breach ereof, that cannot be resolved through negotiation between the parties. shall be settled by arbitr ion administered by the American Arbitration Association under its Commercial Arbitra 'on Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court )1aving jurisdiction thereof. Any such arbitration proceedings shall be held in Sacramento, Galifornia. In the event arbitration is initiated to enforce or interpret any part of the Agreement, ~e prevailing party shall be entitled to recover as an element of the costs of arbitration, and not as damages, reasonable attorneys' fees to be fixed by the arbitrator{s). : 19. GOVERNING LAW I The Agreement shall be governed and construed in accordance ~ith the laws of the $tate of Texas without regard to choice of law principles I I City of Corpus Christi Agreement 2005-12.02 It :.ll:j~,'\: >~ 11, 1 ~1L, t':;>f' -.( ~. 1 on:; 915 559 3514 P.07 City of Corp s Christl Services 9reement 20. SUR VI V AL Notwithstanding the expiration or early termination of this Agreement, the provisions pertaining to Confidentiality and Non.Solicitation shall survive. 21. SEVERABILITY If any provision of the Agreement is held by a court of competent jurisdiction to be inJuid, void OJ unenforceable, the remaining provision$ shall nevertheless continue in full force wi~ut being impaired or invalidated in any. manner ! - I 22. FORCE MAJEURE Neither party shall be liable hereWlder by reason of any failure or delay in the perform ce of its obligations hereunder (except for the payment of money) on account of strikes. shorta es, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, terrorism, governmental action, labor conditions, material shortages or any other cause which is eyond the reasonable control of such party i 23. WAIVER \ No provision of the Agreement may be waived unless in writing, signed by both of th parties as a waiver of any subsequent breach of such provision, nor shall a waiver of anyone provision of the Agreement be deemed to be a waiver of any other provision. . I 24. AMENDMENTS, SUPPLEMENTS The Agreement may be amended or supplemented only by the mutual written consen of the parties' authorized representatives. 25. BINDING EFFECT, BENEFITS I The Agreement shall inure to the benefit of and be binding upon the parties hereto ~ their respective successors and assigns. Notwi.thstanding anything contained in the Agree ent to the contrary, nothing in the Agreement, expressed or implied, is intended to confer on person other than the parties hereto or their respective successors and assigns, any rights, re edies, obligations or liabilities Wlder or by reason of the Agreement. \ 26. HEADINGS The Section headings in the Agreement are inserted only as a matter of convenience and in no way define, limit, or extend or interpret the scope of the Agreement or of any partie lar Article or Section. 27. AUTHORIZA TION City of Corpus Christi Agreement 2005-12-02 I': c lJ,l-. :,c., i1h I r'1L EPP ::.i. iT. Ions 916 669 3514 P.B8 City of cor~us Christi SelVice. freement Each of the parties represents and warrants that the Agreement is a valid and binding 0 ligation enforceable against it and that the representative executing the Agreement is duly auth . 'led and empowered to sign the Agreement 28. COUNTERPARTS The Agreement may be executed simultaneously in two or more counterparts, each of hich shall be deemed an original, but all of whIch together shall constitute one and the same Instrument. 29. ENTIRE AGREEMENT I The Agreement and any schedules and exhibits thereto contain the entire agreement an~1 understanding of the parties with respect to the subject matter hereof, and supersedes d rc~laces any and all prior discussionsl representations and understandings, whether orj or Mitten. I IN WITNESS WHEREOF, the parties have executed this Agreement through their du authorized representatives. "MAXIMUS" "Client" ~..~~~ By Title J>;\lI'~):r" Presld4n:t- Title Approved as to form: "'j; ...A/}'L ' Lisa AgUl r Assistant City omey For City Attomey I t).u . st I , I ;}vI) -) City of Corpus Christi Agreement 2005-12-02 JE:- 21305 1, 59 M~ IMU~ EPP Soutlons 915 659 3514 P.09 City of Cor us Christl Services greement EXHIBIT A SCOPE OF SERVICES PeopleSoft vB.8 Outstanding Issues Prioritv 1 Issues: . AP _ Accounts PayableUnable to update Reconciliation status from Bank inter ace file. (Randy) . GL - General Ledger . J oumaIs dated 07/31/05 with "Incomplete Process" status carmot be Posted (Q = 4). (Martha/Gloria) . Detail Ledger not correct since the upgrade. Nothing is writing to the CC De '1 Ledger. How will we be able to correct or update the current history (starting from Jun 20, 2005 - Go Live). (Martha/Gloria) . Project Grant not writing to CC Detail Ledger. (Martha/Gloria) . PO - Purchasing . Cannot perform Change Orders on Rolled POs to modify Qty, Amt, or Descri tion. (Roberta) Combined - APIPO/GL . PO's, Vouchers, and Journals are being BCM'd, without proper chart field val es. (Kim) . IN - Inventory r . Inventory intraCompany Accounting Line not updating (Cost Accounting ere tion Error). Taking too long to process (Brenda) . Reporting/Dth er . Time running reports are excessive. (Randy) . Time to Process/Save or move between panels is excessive. (Randy) . PeopleSoft Sessions Timing out too soon... extending impacts performance. (Randy) . Prioritv 2 Issues: AP - >\eeounts Payable . Can't edit Vouchers with an open balance (due to data entry keying error). ( imlGloria) . Detail lines are incorrect on the Outstanding Voucher report (in-house), but t e Total amount is correct. (Randy - Application Specialist, working on this). (Kim/ loria) . Reporting/Other . No Query or nVision Drill down for an Encumbered Amount. (Martha) City of Corpus Christi Agreement 2005-12-02 916 669 3514 P.10 City of Cor US Christl Service$ greement c ,u' , 1 Dr' ,Jl' "f-. .,"L t:.-, EXHIBIT B COST AND FEE SCHEDULE PAYMENTS TO CONTRACTOR This is a time and materials contract. In consideration for the services provided, Clie agrees to pay MAXIMUS monthly based on the actual hours worked and actual expenses inc ed. MAXIMUS shall submit monthly invoices in sufficient detail to support the services rovided during the previous month. Remote services will be billed at $145/hour. On-site servo es will be charged at a rate of $160/hoLII and all reasonable travel and miscellaneous expenses. This agreement will not exceed $25,000. City of Corpus Christl Agreement 2005-12-02 TOTAL P. 10