HomeMy WebLinkAboutC2018-704 - 12/11/2018 - Approved w ou Ill 3,
o :
I'�
; ;; PROFESSIONAL SERVICE AGREEMENT NO. 2020
U �
System Analysis Services
4 , v a o
1852
THIS System Analysis Services Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City")
and Peter Collins ("Contractor), effective upon execution by the City Manager or the
City Manager's designee ("City Manager").
WHEREAS, Contractor has agreed to provide System Analysis Services.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide System Analysis Services ("Services") in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety.
2. Term. This Agreement is for five months, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or
Purchasing Division. The parties may mutually extend the term of this Agreement
for up to zero additional zero-month periods ("Option Period(s)"), provided, the
parties do so in writing and prior to the expiration of the original term or the then-
current Option Period. The City's extension authorization must be executed by
the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$160,000.00, subject to approved extensions and changes. Payment will be made
for Services completed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next option period.
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
C2018-704
12/11/18 Page 1 of 7
M2018-239
Peter Collins
SCANNED
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Keith Selman
Department: Interim City Manager
Phone: 361-826-3898
Email: KeithSe@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Standard of Care. Contractor warrants that all Services will be performed in
accordance with the standard of care used by similarly situated contractors
performing similar services.
7. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City,which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
Professional Service Agreement Page 2 of 7
8. Independent Contractor; Release.
(A) In performing this Agreement, both the City and Contractor shall act in an
individual capacity and not as agents, representatives, employees, employers,
partners,joint venturers, or associates of one another. Contractor shall perform all
professional services as an independent contractor and shall furnish such Services
in his own manner and method, and under no circumstance or condition shall an
employee, agent, or representative of either party be considered or construed to
be an employee, agent, or representative of the other party.
(B) As an independent contractor, no workers' compensation insurance shall
be obtained by City covering the Contractor and employees of the Contractor.
The Contractor shall comply with any and all workers' compensation laws
pertaining to the Contractor and employees of the Contractor.
(C) The Contractor acknowledges, understands, and agrees that, as a non-
employee of the City, he is not entitled to participate in any of the City's employee
benefit programs nor are his spouse or any dependents entitled to participate.
(D) The Contractor further acknowledges, understands, and agrees that he
will perform the Services on City property, away from City property, or a mix of
both, as may be agreed upon by the City's Project Manager and the Contractor
from time to time. For the purposes of performing Services on City property and
with City equipment and in lieu of the Contractor's having workers' compensation
coverage, the Contractor agrees to execute the Release of Liability and
Covenant Not to Sue, which is attached to this Agreement as Attachment E and
the contents of which, as a completed instrument, is incorporated by reference
into this Agreement as if fully set out in this document.
(D) Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or proposal or in an Attachment
to this Agreement, as applicable. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Contractor and its employees had
performed the work. The City may, at the City's sole discretion, choose not to
accept Services performed by a subcontractor that was not approved in
accordance with this paragraph.
(E) Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
Professional Service Agreement Page 3 of 7
(F) Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
(G) Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
(H) Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Keith Selman
Title: Interim City Manager
Address: 1201 Leopard St., Corpus Christi, Texas 78401
Phone: 361-826-3898
Fax: N/A
IF TO CONTRACTOR:
Peter Collins
Attn: Peter Collins
Title: N/A
Address: 344 Clifford St, Corpus Christi, Texas 78404
Phone: 218-242-9642
Fax: N/A
(IJ CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
Professional Service Agreement Page 4 of 7
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
(J) Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure to
perform the work specified in this Agreement or to keep any required insurance
policies in force during the entire term of this Agreement. The Contract
Administrator must give the Contractor written notice of the breach and set out a
reasonable opportunity to cure. If the Contractor has not cured within the cure
period, the City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Contractor for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
(K) Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
(L) Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
(M) Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
a. this Agreement (excluding attachments and exhibits);
b. its attachments;
Professional Service Agreement Page 5 of 7
(N) Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
(0) Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract. The signatory executing this Agreement on behalf of the
Contractor verifies that the company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
(P) Governing Law.This Agreement is subject to all federal, State, and local laws, rules,
and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
(0) Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties
(SIGNATURE PAGE FOLLOWS)
Professional Service Agreement Page 6 of 7
CONTRAC
•
Signature:Printed Name: Fele
Title:
Date:
CITY OF CORPUS CHRISTI
6/;YL -186.) -
Kim Baker
Assistant Director of Finance - Purchasing Division 1 'ATTEST: % � .e,ct, ti�Q.
Date: _ 12. k 2, l$
REB CCA HUERTA
CITY SECRETARY
PROVED AS TO LEGAL FORM:
Udeee,wi -4/t-44) 1311.6'
Assistant City Attorney Date \.2 4 ti 1'0/AA
Attached and Incorporated by Reference:
Attachment A: Scope of Work iY MU!COL
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements SECRETAQ�
Attachment D: Warranty Requirements
Attachment E: Release of Liability and Covenant Not to Sue
Professional Service Agreement Page 7 of 7
Attachment A - Scope of Work
Contact Information:
Peter Collins pec2525@mac.com
218-242-9642
Background:
The Infor Enterprise Billing System was at a point of collapse prior to the arrival of Peter
Collins on October 4, 2018. There were a number of critical issues that had to be
corrected immediately in order to triage the system to a point of fragile stability. These
critical issues were related to technology, vendors, internal support, preventative
maintenance, hardware, work flow, lack of documentation, want of staff training, and
issues in public perception. These issues remain on-going and must be resolved to
stabilize the Infor Enterprise Billing System. Departments affected include: Financial
Services (Utility Billing, Treasury, and Accounting); Utilities (Water Wastewater, and Gas),
Solid Waste, and Streets.
Scope of work for Project Recovery Phase:
A. The Project Recovery Phase will result in corrective action to make key changes that
are crucial to the stability of the Infor Enterprise Billing System. The overriding purpose
of this phase is to identify and correct current critical issues. The goal is to stabilize and
focus the system to a position that is being used to its designed purpose and remove
the instability that currently exists.
B. During the Project Recovery Phase the Contractor will provide structure to regain
control of the project and provide closure to unresolved issues. At the conclusion of
the Project Recovery Phase, the Infor Enterprise Billing System will be in a firm state to
support the City as an enterprise solution. Staff will be trained relevant to their tasks
and position. System failure should not become a possibility unless the changes made
are not adhered to by City staff.
C. In the Project Recovery Phase, the Contractor will take the following assessments and
corrective actions (not all-inclusive):
• Work flow issues
• IT skill set to support the Infor Enterprise Billing System
• Identification of training needs for IT staff to support the Infor Enterprise Billing
System
• Creation of standard operating procedures (SOPs) for all integrated systems
• Development of training programs
• Creation of reports
• Creation of supporting documents for users and IT staff
• Creation of support documents for all integrated systems
• Identification of mission-critical systems
• Assessment of the need for hardware upgrades
• Development of early warning reports that detect issues with the entire Infor
Enterprise Billing System so staff can address issues proactively and aid in
preventing system shutdown.
Deliverable:
A. The Contractor will provide monthly, written progress reports to the City Manager and
verbal reports to the City Council at every City Council meeting.
B. The Contractor will deliver a stable, Infor Enterprise Billing System that works as
expected with consistent results. To measure success, all issues related to the Infor
Enterprise Billing System will be identified and managed to closure so that stability is
achieved.
Assistance:
The City will provide office, access to core team, staff and vendors. The Contractor will
report to the City Manager.
Estimated Time:
The contract will complete the work five months or less.
Attachment B - Schedule of Pricing
Compensation:
The Contractor will be compensated at a fixed price of $32,000 dollars a month for a
total not to exceed $160,000.
Attachment C - Insurance Requirements
Section 5 Insurance; Bonds. is hereby void as no insurance is required for
this agreement.
Attachment D - Warranty
Section 8 Warranty. Subsection (A) and (B) is hereby void as there are no
products required for this agreement.
Attachment E - Release of Liability
RELEASE OF LIABILITY AND COVENANT NOT TO SUE
STATE OF TEXAS §
COUNTY OF NUECES §
This release of liability and covenant not to sue (the "Release") is executed on the
date indicated below and is entered into for the purpose of releasing the City of Corpus
Christi and its officers, officials, employees, representatives, agents, and volunteers
(collectively, the "City") from any and all liability whatsoever arising out of, caused by, or
in any way connected with, either proximately or remotely,wholly or in part, participation
by Peter Collins in providing consulting services to the City, which is the subject of the
attached contractual agreement ("Agreement") between Peter Collins and the City.
I, Peter Collins, in exchange for the City allowing me to forego the condition of
providing a workers' compensation insurance policy as a requirement of the Agreement,
do hereby voluntarily enter into the following covenants:
1 . I acknowledge that I, individually, employ no other employees or workers other than
myself. I covenant that I will not enter into an employer-employee relationship with any
individual or individuals during the term of the Agreement. I acknowledge that the
capacity in which I will be participating in the Agreement is that of an independent
contractor and not as an employee or agent of the City. I further understand that, as an
independent contractor, I will receive no worker's compensation benefits, health
benefits, disability benefits, nor other insurance benefits which might be available to full-
time employees of the City and that, as an independent contractor, I am fully responsible
for incurring the cost of and paying for any medical services that I may require during the
term of the Agreement.
2. I understand that I will participate in this Agreement at my own risk and hereby release,
waive, and in all ways relinquish any and all present and future claims against the City
which I, my heirs, successors, assigns, or any other person or entity (as used hereinafter
collectively, "I") may assert, have, or acquire as a result of any injury, death, property
damage, or loss whatsoever to myself or my property arising out of, resulting from, or in
any way connected with my participation in the Agreement between myself and the
City.
3. I hereby so release, waive, and relinquish any and all such claims, and I further
covenant not to claim against or sue the City for any such claim, loss, damage, or
expense regardless of whether the same may arise or result from or be caused by any
negligence or gross negligence of the City.
4. I acknowledge and understand that there may be risks involved in participating in the
Agreement. I voluntarily and knowingly assume any and all such risks and will rely solely
on myself and not the City in determining what those risks are.
5. I acknowledge that my services under the Agreement may occur on real property
located in the city of Corpus Christi, Nueces County, Texas, and that may be owned,
leased, controlled, or managed by the City. Further, I acknowledge that my services
under the Agreement may be performed with tools, equipment, and other personal
property owned, leased, controlled, or managed by the City. By execution of this
Release, it is my express intention to completely absolve the City of all potential liability
caused by, arising out of, or incident to my performance of services on City real property
and that may be performed with tools, equipment, or other personal property of the City.
6. I desire and agree that this Release shall apply to any and all activities during or in any
way connected with my participation in the Agreement and my performance
thereunder.
7. I agree that this Release shall be governed by and enforceable under the laws of the
State of Texas. Venue shall lie in Nueces County, Texas.
8. I hereby acknowledge that I have carefully read the foregoing Release of Liability and
Covenant Not to Sue and, intending to be legally bound, accept each of its terms.
EXECUTED IN DUPLICATE, ea h of which is considered to be an original instrument,
.. this the /7day of O f'/tii. '£ i , 2018.
/ '
A_ �._
Peter Collins
STATE OF TEXAS §
COUNTY OF NUECES §
My name is fele 6-// '/
jo C-C' g,.(/ my
(First) (Middle) (Last)
date of birth is... (.v e, and my address is
, y
f 40/?t6 -17 �i�/‘ / Aft✓ 7 7Ad0
Cf
(Street) (City) (State) (Zip Code)
and United States of America
(Country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Nueces County, State of Texas, on the i? day of 4666C-4511 2C7` 0
Mo h) jY7r)MEW�/4 ni