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Item 5CCity of Southlake, Texas MEMORANDUM February 1, 2006 TO: Shana Yelverton, City Manager FROM: Jim C. Blagg, Assistant City Manager SUBJECT: Professional Services Agreement to Conduct an IT Alignment Study for the City of Southlake Action Requested: Authorize the City Manager to enter into a professional services agreement with the consulting team of Credera /Maximus, Inc. to conduct an IT Alignment Study. Background Information: One of the initiatives of the City Manager's transition plan was to conduct a number of studies of the larger operating departments to identify opportunities for improved resource utilization. The scope of the IT Alignment study is intended to be comprehensive and the areas of review will include: • Hardware — immerging or declining technology • Software — does it meet the business needs • System Optimization — systems matched with workload and working at optimum levels • IT Staffing and Budget — adequacy • Business Continuity • Help Desk Operations — customer service • Potential Long Term Impact on Operating Budget The team of Credera/Maximus, Inc. has experience conducting information technology studies in both the public and private sectors. This team in combination brings deep local government industry knowledge, with an appreciation for the need to clearly link technology investment to constituent benefit and extensive and proven IT alignment strategy experience to deliver tangible business benefits. Financial Considerations: A fee of $50,000 has been negotiated with Credera/Maximus, Inc. plus a not -to- exceed amount of $2,000 for expenses. Financial Impact: $50,000 was budgeted for the current fiscal year to conduct this study. The $2,000 for expenses will come from the Professional Services account in the Technical Services Budget Shana Yelverton, City Manager December 1, 2010 Page 2 Citizen Input/ Board Review: Legal Review: Alternatives: Supporting Documents: Staff Recommendation: N/A The professional services agreement has been reviewed by Steve Wood of TOASE. The City could look at proposals from other consulting groups. Professional Services Agreement with Maximus, Inc. Authorize the City Manager to enter into a professional services agreement with Maximus, Inc. to conduct an IT Alignment Study for the City of Southlake. AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT ( "Agreement ") is entered into this _ day of February, 2006 effective immediately by and between Maximus, Inc., a Virginia corporation ( "CONSULTANT ") and the CITY OF SOUTHLAKE, TEXAS, a municipal corporation of the State of Texas ( "CITY "). For convenience, the CONSULTANT and the CITY may sometimes be referred herein collectively as "parties" and individually as a "party." WITNESSETH WHEREAS, CITY desires to engage the CONSULTANT to Conduct an IT Alignment Study and other work and services all as described on the CITY's Request for Proposals which is attached hereto as Exhibit "A." WHEREAS, CONSULTANT agrees to provide such work and services for the CITY in accordance with the terms of this Agreement; NOW, THEREFORE, for the mutual promises set forth herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows: 1. Employment of Consultant (a) CITY agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services described in the CITY's Request for Proposals dated December 5, 2005 which is hereby incorporated into this Agreement as Exhibit "A" and as described in the CONSULTANT's proposal dated January 13, 2006 which is hereby incorporated into this Agreement as Exhibit "B" and as described in the redefined scope of services dated February 13, 2006, which is hereby incorporated into this Agreement as Exhibit "C." (b) Notwithstanding anything to the contrary contained in this Agreement, CITY and CONSULTANT agree and acknowledge that CITY is entering into this Agreement in reliance on CONSULTANT's special and unique abilities with respect to management audits and studies of community services operations. CONSULTANT accepts the relationship of trust and confidence established between it and the CITY by this Agreement. CONSULTANT covenants with CITY to use its best efforts, skill, judgment, and abilities to perform the work in the Project and to further the interests of CITY in accordance with CITY's requirements, in accordance with the highest standards of CONSULTANT's profession or business and in compliance with all applicable national, federal, state, municipal, laws, regulations, codes, ordinances, orders and with those of any other body having jurisdiction. The CONSULTANT warrants, represents, covenants, and agrees that all of the work to be performed by the CONSULTANT under or pursuant to this Agreement shall be of the standard and quality which prevail among similar businesses and organizations of superior knowledge and skill engaged in providing similar services in major United States urban areas under the same or similar circumstances and involving a project such as the Project. CONSULTANT warrants, represents, covenants, and agrees that the work it performs will be accurate and free from any material errors. 2. Time of Performance. The services to be performed hereunder by the CONSULTANT shall be undertaken and completed in such sequence as to assure their expeditious completion and in such manner as to best carry out the purposes of the Agreement. 3. Compensation. The CITY agrees to pay the CONSULTANT a fee of fifty thousand dollars ( plus a not -to- exceed amount of two thousand dollars ($2,000) for expenses, as described CONSULTANT's Redefined Scope of Services (attached hereto as Exhibit "C "). CONSULTANT agrees to complete the Project and all services provided herein for said sum. 4. Method of Payment The CONSULTANT shall bill monthly out of current funds for hours completed to date as described in CONSULTANT'S Cost Proposal. Total payments shall not exceed the amount shown in (3), above. CITY shall pay invoices within 30 days of receipt; provided, however, that in the event CITY requests any supporting documentation for charges, payment shall be made within 30 days of receipt of the documentation. 5. Changes. CITY may, from time to time require changes in the scope of services of the CONSULTANT to be performed hereunder. Such changes, which are mutually agreed upon by and between CITY and the CONSULTANT, shall be incorporated in written amendment to this Agreement. Shana Yelverton, City Manager December 1, 2010 Page 2 6. Services and Materials to be Furnished by CITY. CITY shall furnish the CONSULTANT with all available information, data, and material CONSULTANT requests pertinent to the execution of this Agreement. CITY shall cooperate with the CONSULTANT in carrying out the work herein and shall provide adequate staff for liaison with the CONSULTANT. 7. Termination of Agreement. If, for any cause, the CONSULTANT shall fail to fulfill in timely and proper manner its obligation under this Agreement, CITY shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. 8. CITY has the right to terminate this Agreement for any reason upon 10 days' notice to CONSULTANT. Upon termination pursuant to this paragraph, the CONSULTANT shall be entitled to payment of such amount as shall compensate CONSULTANT for the services satisfactorily performed from the time of the last payment date to the termination date in accordance with this Agreement, provided the CONSULTANT shall have delivered to CITY such statements, accounts, reports and other materials as required herein, and provided that CONSULTANT shall have delivered to CITY all reports, documents and other materials prepared by CONSULTANT prior to termination. CITY shall not be required to reimburse CONSULTANT for any services preformed or expenses incurred after the date of the termination notice. 9. Information of Reports. The CONSULTANT shall, at such time and in form as CITY may require, furnish such periodic reports concerning the status of the Project, such statements, and copies of proposed and executed plans and other information relative to the Project as may be requested by CITY. The CONSULTANT shall furnish CITY, upon request, with copies of all documents and other material prepared or developed in relation with or as part of the Project. The CONSULTANT shall furnish CITY with an electronic copy of all materials prepared or developed in relation with or as part of the Project. 10. Records and Inspections. CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of one year after the completion of the Project, or if litigation relating to any aspect of this Agreement is commenced within that year, until there is a final, nonappealable judgment or a settlement agreement has been executed between all the parties. CITY shall have free access at all proper times to such records, and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings, and activities. 11. Completeness of Contract. This Agreement and the documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. If there is any conflict between the terms of this Agreement and the documents attached hereto, the terms of this Agreement shall control. This Agreement may not be subsequently modified except by a writing signed by both parties. 12. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable hereunder to any party other than the CONSULTANT. 13. When Rights and Remedies Not Waived. In no event shall the making by CITY of any payment to the CONSULTANT constitute or be construed as a waiver by CITY of any breach of covenant, or any default which may exist on the part of the CONSULTANT and the making of any such payment by CITY while any such breach or default shall exist in no way impairs or prejudices any right or remedy available to CITY in respect to such breach or default. 14. Indemnification. The CONSULTANT agrees to indemnify and hold harmless the CITY and all of its officers, employees, council members and agents from any and all claims by third parties, including, but not limited to, claims for damages, judgments, attorney's fees, expenses, injunctive or equitable relief, interest, personal injury, and death, that may arise from the CONSULTANT's performance under this Agreement, provided that CONSULTANT shall not be required to indemnify or hold the CITY harmless for the intentional or negligent acts or omissions of the CITY to the extent that such acts cause the injuries or damages complained of. 15. Limitation of Liability Any liability that MAXIMUS may have to the City for any actions, damages, claims, liabilities, costs, expenses or losses, regardless of form, relating to this proposal or MAXIMUS's consulting Shana Yelverton, City Manager December 1, 2010 Page 2 work hereunder will not exceed in the aggregate the fees that MAXIMUS receives from the City for MAXIMUS's work hereunder. In no event shall MAXIMUS be liable for liquidated damages. 16. Insurance. Consultant agrees to maintain insurance for comprehensive general liability, automobile liability insurance, workers' compensation and professional liability during the term of this Agreement in the amounts not less than those required of other professional consultants retained by CITY. CONSULTANT shall provide CITY with evidence of such coverages in a form which is acceptable to the CITY. Such policies shall name the CITY, its officers, and employees as an additional insured and shall provide for a waiver of subrogation against the CITY. 17. Personnel. The CONSULTANT has all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by the CONSULTANT or under CONSULTANT's supervision, and all personnel engaged in the work shall be qualified to perform such services. 18. Assignability. The parties hereby agree that Consultant may not assign, convey or transfer its interest, rights and duties in this Agreement without the prior written consent of CITY. 19. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be sufficient if sent by the parties via personal delivery, facsimile, or via United States certified mail, postage paid, to the addresses noted below: Shana Yelverton City Manager City of Southlake 1400 Main Street, 4 Floor Southlake, TX 76092 David W. Eisenlohr Maximus, Inc. 13601 Preston Road Dallas, TX 75240 20. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any action brought to interpret or enforce the terms of this Agreement shall lie in Tarrant County, Texas. 21. Attorney's Fees /Costs. If any legal proceeding is brought to interpret or enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover from the nonprevailing party, in addition to the prevailing party's actual damages, reasonable attorney's fees and court costs. 22. Authority to Sign. The parties hereby warrant and represent that the undersigned persons have full authority and are duly authorized to sign on behalf of their respective principals and that such principals have duly authorized the transaction contemplated by this Agreement. IN WITNESS WHEREOF, CITY and the CONSULTANT have executed this Agreement as of the date first written above. CITY OF SOUTHLAKE, TEXAS By: Print Name: Title: MAXIMUS, INC. By: David W. Eisenlohr, Senior Vice President. Shana Yelverton, City Manager December 1, 2010 Page 2