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R-2015-053 2015-03-23 RESOLUTION NO. R2015-53 A Resolution of the City Council of the City of Pearland, Texas, amending an existing contract with Berry Dunn McNeil & Parker(Berry Dunn) for the purpose of including project oversight services, in an amount not to exceed $270,944. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain amended contract with Berry Dunn, a copy of which is attached hereto, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest amended contract with Berry Dunn. PASSED, APPROVED and ADOPTED this the 23rdday of March, A.D., 2015. TOM REID MAYOR ATTEST: R . • NG L• "I RG, TRy / �.. \ ;y Y SEC ARY .... APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY Resolution No. R2015-53 Exhibit "A" CITY OF PEARL,,,." STANDARD AMENDMENT TO CONSULTANT AGREEMENT This Amendment (hereinafter "Amendment") is made between the City of Pearland, Texas (hereinafter "City"), and Berry Dunn McNeil & Parker, LLC (hereinafter "Berry Dunn") to amend that Agreement (the "Agreement") between the City and Berry Dunn executed on January 13, 2014. 1 . Amended Terms. The City and Berry Dunn hereby agree that Section 1 C, Table 9 of the Agreement, is amended in accordance with Exhibit "A" attached hereto. 2. Agreement to Remain in Force. Other than the provisions of the Agreement expressly amended herein, the Agreement shall remain in full force and its enforceability shall be unaffected by this Amendment. EXECUTED and EFFECTIVE as of the c,/: "-4 day of e011 2015. CITY OF PEARLAND, TEXAS By: / ' '"__ Clay Pear City Man ger AGREED AND ACCEPTED this the Day of March 2015 BERRY DUNN MCNEIL & PA #,ER, LLC dba BERRYDUNN Cha Snow Principal • 1 AGREEMENT BETWEEN CITY OF PEARLAND, TEXAS AND BERRY DUNN MCNEIL & PARKER, LLC dba BERRYDUNN This AGREEMENT,made and entered into this, the 13th day of January,20114,by and between the City of Pearland, a State of Texas City, whose location is 3519 Liberty Drive, Suite 201, Pearland, TX 77581, hereinafter referred to as the "CITY," party of the first part, and Berry Dunn McNeil & Parker, LLC dba Berry Dunn, with an office located at 100 Middle Street, Portland, ME 04101, hereinafter referred to as the"CONSULTANT,"party of the second part. WITNESSETH: That the CONSULTANT does hereby agree with the CITY for the consideration named herein,to perform the services stipulated in this AGREEMENT. 1. CONSULTANT'S SERVICES A. The CONSULTANT,on behalf of the CITY, shall perform and carry out in a professional manner components essential for"Consulting Services for an Enterprise Resource Planning System." B. The Scope of Work shall be defined by the CITY'S Request for Proposal No. 1014-01 entitled "Consulting Services Related to Selection of an Enterprise Resource Planning System" dated October 29, 2013, the "Request for Proposal," Addendum No. 1, dated October 24, 2013, and CONSULTANT'S response entitled, "Consulting Services Related to Selection of an Enterprise Resource Planning System" dated November 5, 2013. The Request for Proposal and CONSULTANT'S Proposal Response are incorporated herein by reference. C. Compensation for work provided by CONSULTANT will be as follows: BerryDunn's Total Cost to work with the City of Pearland to provide Consulting Services Related to Selection of an Enterprise Resource Planning System is$78,200,inclusive of expenses,as based on the scope of services presented in the Request for Proposal(RFP)#1014-01 as Phase 1 and the corresponding services and deliverables presented in Section 2.4 of our proposal. A breakdown of these fees, itemized as requested in the City's RFP, is provided in Table 8. Please note that we do not charge for our time spent traveling,so the costs presented are associated with the total hours BerryDunn consultants will spend actively working on this engagement. Table 8: Phase 1 Project Costs by Component Component Cost* RFP Development $42,840 Evaluation and Selection $28,560 Contract Negotiations $6,800 Award Included Total Not to Exceed Cost: $78,200 *Includes all expenses. 1 Please also find below estimated costs for each level of Add Alternate services as described in Section 2.5 of our response. If selected to work with the City,we would revisit the scope of services to be provided by Berry Dunn during the implementation phase,and construct a customized approach that will work best for the City based on the system selected. In developing these cost estimates,we have estimated an 18-month implementation for both levels of service. It is understood and agreed by both parties that the tasks/services in Tables 9& 10,below,will be undertaken only upon written request from the City Manager or authorized designee,and upon City Council appropriation of budgeted funds for this purpose in this,or subsequent,fiscal year(s). Table 9: Project Oversight Costs (Option 1) Component Cost* Installation Oversight $45,850 Conversion/Migration and Testing Oversight $69,850 Training Oversight $48,800 Project Close-Out $11,500 Estimated Total Cost $176,000 Table 10: Project Management Costs (Option 2) Component Cost* Installation Project Management $76,720 Conversion/Migration and Testing Project Management $106,980 Training Project Management $76,680 Project Close-Out $26,850 Estimated Total Cost: $287,230 2.THE CITY SHALL PROVIDE A. Access to pertinent information and available data requested by the CONSULTANT. B. Certain assumptions that may be necessary to the CONSULTANT. C. Attendance and participation at all scheduled meetings and work sessions. D. Timely review of draft and preliminary materials submitted by the CONSULTANT. 2 • 3.DOCUMENTS All documents and services provided by the CONSULTANT pursuant to this AGREEMENT are instruments of service with respect to this project. Upon receipt of payment for services due the CONSULTANT'S, documents and material developed by the CONSULTANT under this AGREEMENT are the property of the CITY. The CITY shall have the right to re-use documents and computer software on extensions of the project or for other projects; such re-use shall be at the [CITY'S] sole risk and without liability or legal exposure to the CONSULTANT. 4.NONDISCLOSURE OF PROPRIETARY INFORMATION The CONSULTANT shall consider all information provided by the CITY and all reports,studies,and other documents resulting from the CONSULTANT'S performance of this service to be proprietary unless such information is available from public sources. The CONSULTANT shall not publish or disclose proprietary information for any purpose other than the performance of the services without the prior written authorization of the CITY or in response to legal process. The CONSULTANT shall maintain all originals in the CONSULTANT'S files for a period of not less than five years from the final report and shall provide the CITY access to and the right to examine and copy information contained in the files pertaining to the services. In the rights of access, examination, and copying thereunder shall continue until any litigation, appeals, claims, or arbitration shall have been finally disposed of. 5. CHANGES AND ADDITIONS A.It shall be the responsibility of the CONSULTANT to notify the CITY,in writing,of any necessary modifications or additions in the Scope of this AGREEMENT. Compensation for changes or additions in the Scope of this AGREEMENT will be negotiated and approved by the CITY in writing. B. It is understood and agreed to by both the CITY and the CONSULTANT that such modifications or additions to this AGREEMENT shall be made only by the full execution of the CITY'S standard contract change order form. Furthermore, it is understood and agreed by both parties that any work done by the CONSULTANT on such modification or addition to this AGREEMENT prior to the CITY'S execution of its standard contract change order form shall be at the total risk of the CONSULTANT and said work may not be compensated by the CITY. 6.ADDITIONAL SERVICES The CITY,at its discretion, may request additional services. When directed by the CITY, in writing, the CONSULTANT shall perform additional services, associated with this project, which are outside the original scope of services. Compensation for these additional services will be based on current billing rates plus reasonable travel expenses.The CITY shall approve the scope,number of hours,and fee schedule for such services with the CONSULTANT before any additional work commences. 3 7.NOTICE Any notice,demand,or request required by or made pursuant to this AGREEMENT shall be deemed properly made if personally delivered in writing or deposited in the United States mail, postage prepaid, to the representative specified below or as otherwise designated in writing and mutually agreed. However, any notice of suspension or termination pursuant to paragraph 9 hereof, if mailed, shall be sent by United States certified mail, postage prepaid, return receipt requested and shall not become effective until the date of receipt. Nothing contained in this Article shall be construed to restrict the transmission or routine communications between representatives of the CONSULTANT and the CITY. A. The CITY'S Representative's will be the Director of Finance, as otherwise designated in writing: Claire Bogard,Director of Finance, 3519 Liberty Drive, Suite 201,Pearland,TX 77581 B. The CONSULTANT'S Representative shall be Timothy F. Masse, Principal, or as otherwise designated in writing and accepted by the CITY in writing: Nothing contained in this Article shall be construed to restrict the transmission or routine communications between representative(s) of the CONSULTANT and the CITY. 8. MANNER OF PAYMENT A.The CONSULTANT shall furnish the CITY with timely progress invoices each month for services rendered to date for each project phase. The terms of payment will be net thirty(30)days. B. Interest can be charged at the rate of one percent(1%)per month for any past due payments. C. Should any statement be the subject of a legitimate dispute between the parties, no interest shall apply to any amounts not paid by the CITY because of said dispute; CITY shall pay all amounts not included in the dispute. 9.TERMINATION OR SUSPENSION OF CONTRACT A. The obligation to continue services under this AGREEMENT may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. B. The CITY shall have the right to terminate or suspend performance of services under this AGREEMENT as of the date the CONSULTANT receives written notice thereof or on a later scheduled date acceptable to the CITY. In the event the CITY, in its sole discretion and at its option, terminates or suspends the CONSULTANT'S services under this AGREEMENT,the CITY shall pay the CONSULTANT for all services performed to the date of the CONSULTANT'S receipt of the written termination or suspension notice, or the later scheduled dated acceptable to the CITY, whichever applies. The CONSULTANT shall be entitled to receive only the fair value of services rendered hereunder prior to the effective date of such termination or suspension without penalty, termination, profit or overhead expenses of any kind. Upon restart of a suspended project, equitable adjustment may be made to compensation for remobilization of the project. The CONSULTANT shall be entitled to receive only the fair value of services rendered hereunder 4 . f i prior to the effective date of such termination or suspension without penalty, termination, profit or overhead expenses of any kind. Upon restart of a suspended project, equitable adjustment may be made to compensation for remobilization of the project. 10.ASSIGNMENT Neither the CITY nor the CONSULTANT shall assign or transfer their right or obligations in the AGREEMENT without consent of the other;such consent shall not be unreasonably withheld.Consent to assign or otherwise transfer the rights or obligations of this AGREEMENT shall not be construed to relieve the CONSULTANT of any responsibility for the fulfillment of this AGREEMENT. 11. INSURANCE AND INDEMNITY The CONSULTANT shall purchase and maintain insurance coverage. Insurances shall cover all employees while performing any work incidental to the performance of the agreement between the CITY and the CONSULTANT. Consultant shall provide General and Professional Liability Insurance in an amount sufficient to cover the full value of the engagement described herein. 12. ETHICS IN PUBLIC CONTRACTING The CONSULTANT certifies that their proposal is made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Contractor, supplier, manufacturer or subcontractor in connection with their proposal,and that they have not conferred with any public employee having official responsibility for this procurement transaction nor have they received any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. 13. SEVERABILITY If any part,term,or provision of this AGREEMENT, shall be found by the Court to be legally invalid or unenforceable, then such provision or portion thereof, shall be performed in accordance with applicable laws. The invalidity or unenforceability of any provision or portion of any contract document shall not affect the validity of any other provision or portion of the contract document. 14.AGREEMENT CONSTRUED UNDER TEXAS LAWS The AGREEMENT is to be executed and performed in the State of Texas and shall be construed in accordance with the laws of the Texas. 5 f 15. ENTIRE UNDERSTANDING This AGREEMENT comprises the entire understanding between the parties and cannot be modified, altered or amended,except in writing and signed by all parties. IN WITNESS WHEREOF,the parties hereto have executed and sealed this AGREEMENT as of the day and year first above written. CITY OF PEARLAND,TEXAS BERRY DUNN MCNEIL& PARKER,LLC dba BERRYDUNN BY: 1i a', !�1L tA.A.dt_ BY: Ao Claire Bogard,Director of Finance Timothy F. Masse,Principal ATTEST: / ATTEST. BY: / ,. . , - BY: lye f1.ung4;or n , T:1 C ity .ecretary Dated:January 13, 2014 Dated: I cU/ y ,,,,,,,,w,p• 6