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CITY OF SAN BERt&\:tDINO - REQUEST .oR' cfOUNCIL ACTION
From:
James E. Robbins
Deputy City Administrator
City Administrator
Subject: Authorize execution of an
agreement with peat/Marwick Main &
Co., relating to a retention, to
provide professional services.
Dept:
Date:
August 28, 1989
Synopsis of Previous Council action:
Recommended motion:
Adopt resolution.
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'i Signature
Contact person:
James E. Robbins
Phone:
5122
Supporting data attached: Staff Report Ward:
FUNDING REQUIREMENTS: Amount: $26,000
Source: (Acct. No.)
679-103-53150
(Acct. DescriPtion)
Professional Contractual Services
Finance: (U..J LJ,-.'
Council Notes:
Agenda Item No. .:l. 7
CITY OF SAN BERN~DINO - REQUEST F~R COUNCIL ACTION
STAFF REPORT
For some time, the city has had an informal understanding
with Peat/Marwick Main & Co. regarding data processing
support services. Given the small size of our staff, if
illness, accident, or termination occurred, assistance could
be necessary.
This agreement formalizes the relationship setting forth the
rate and term, which is helpful to all concerned. The staff
members who would be available are those who have
participated in the current Data Processing Study. They are
experienced in the operation and maintenance of a facility
such as ours.
You will note several individuals being named. This is to
insure that someone is always available. Primary assistance
will be by Susanna Doudna and vincent Le Vesque. When
services are needed, they will be under the supervision of
the Deputy city Administrator/Administrative Services.
Payment for services will be from Professional Contractual
Services.
It is recommended you adopt the resolution authorizing the
Mayor to enter into agreement with Peat/Marwick Main & Co. to
provide professional services.
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A G R E E MEN T
This AGREEMENT, made as of the
day of
, 1989, by and between the City of San
Bernardino, hereinafter called the CITY, and PEAT MARWICK
MAIN & co., 701 North Haven Avenue, Ontario, California
91764, hereinafter called the CONSULTANT,
WIT N E SSE T H
That WHEREAS, the City intends that Consultant, upon written
authorization
as
hereinafter specified,
shall perform
services as hereinafter provided; which are in accordance
with the project scope and any addenda thereto, as is hereby
made a part of this agreement.
NOW, THEREFORE, the City and the Consultant for the
consideration hereinafter set forth agree as follows:
SECTION I -- PAYMENT AND FEE SCHEDULE
. It is understood and agreed by and between the parties
hereto, that the City shall pay the Consultant for services
furnished, and the Consultant shall accept as full payment
for such services, amounts of money computed as follows:
A. The City agrees to pay, and the Consultant agrees
to accept, for the technical and professional
services contained in Section II hereof, a sum not
to exceed $26,000.
B. The Consultant shall maintain hourly records of
time worked by its personnel to support any audits
the City may request, and shall bill the City twice
monthly for costs accrued during the preceding
period. Billings shall be separated as necessary
to show direct charges to specific project or jobs.
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Upon SUC)ission of such billings <;l the City, and
approval by the City Project Coordinator, payment
shall be issued. It is understood and agreed that
the City may require a maximum of twenty-one (21)
days to process payment after receiving it in
proper form or on forms provided by the City.
SECTION II
CONSULTANT
RESPONSIBILITIES AND BASIC SERVICES OF THE
A.
The Consultant agrees
services in connection
stated.
to perform professional
with project as hereinafter
B. The Consultant shall serve as the City's profes-
sional Data Processing Manager and shall give
consultation and advice to the City during the
performance of their services.
C. Except as otherwise provided herein, any work to be
performed by the Consultant shall be first author-
ized in writing by the City's designated Project
Coordinator. Said authorization shall set forth
all special conditions and requirements not other-
wise provided for in the Agreement.
D. Time of Performance: The service to be performed
by the Consultant under this Agreement shall be
commenced within thirty (30) days after the date of
the Notice to Proceed from the City and shall be
completed when determined by the City in writing.
E. Scope: The following documents, which comprise the
scope of the Agreement between the city and the
Consultant, are hereby incorporated into this
Agreement by reference.
1. The Peat Marwick Main & Co. letter, dated August
23, 1989, directed to Jim Robbins.
F. The Consultant providing services under this
Agreement will be required to procure and maintain,
at their own expense and without cost to the City,
until final acceptance by the city of all work
covered by the Agreement, the following types of
insurance. The policy limits required are to be
considered to be minimum amounts:
1. COMPREHENSIVE GENERAL LIABILITY INSURANCE policy
with minimum limits of $1,000,000 Combined Single
Limit for each occurrence. This policy should have
a Broad Form Endorsement and include the following
coverages; Blanket Contractual Liability, Broad
Form Property Damage, Completed Operations and
Personal Injury.
2. WORKER COMPENSATION AND EMPLOYER'S LIABILITY INSUR-
ANCE shall cover the obligations of the Consultant
in accordance with the provisions of the Workers
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RESO: AUTHORIZING EXECUTION OF AGREEMENT IVITH PE^T MARWICK
MAIN FOR PROFESSIONAL SERVICES FOR DATA PROCESSING DIVISION
The foregoing resolution is hereby approved this _____
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day of
, 1989.
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W. R. "Bob" Holcomb, Mayor
City of San Bernardino
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Approved as to form
and legal content:
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Zi;t.y Attorney
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RESOLUTION NO.
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING
THE EXECUTION OF AN AGREEMENT WITH PEAT MARWICK MAIN &
COMPANY RELATING TO THE RETENTION OF PEAT MARWICK MAIN &
COMPANY TO PROVIDE PROFESSIONAL SERVICES.
BE IT RD,OLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1: The Mayor of the City of San Bernardino is
hereby authorized and directed to execute on behalf of said
City an Agreement with Peat Marwick Main & Company relating
to the retention of Peat Marwick Main & Company to provide
professional services for the City's Data Processing
Division as set forth in their letter of August 23, 1989, a
copy of which is attached hereto, marked Exhibit "A" and
incorporated herein by reference as fully as though set
forth at length.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at
meeting thereof, held on
the
day of
, 1989, by the following vote, to
wit:
AYES:
NAYS:
ABSENT:
city Clerk
8-25-89
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Compensation Act, as amended, by the State of
.California.
3. The Consultant agrees to defend, save and hold the
City harmless from any and all claims, causes of
action, suits and liabilities which arise in
connection with the Consultant's negligent perfor-
mance hereunder, or for any breach of the covenant
to recognized proprietary interest, matntain secur-
ity and privacy, and for non-discrimination.
SECTION III -- THE CITY'S RESPONSIBILITIES
The City shall:
A. Assist the Consultant by placing at his disposal
all available information pertinent to the Project
including previous reports and other data requested
by the Consultant which is within the City's pos-
session and control.
B. Except as otherwise specified herein"give notice
to Consultant within ten (10) days whenever the
City's Project Coordinator observes or otherwise
becomes aware of any defect in the project.
C. Obtain approval of all governmental authorities
having jurisdiction over the project and such
approvals and consents from other individuals or
bodies as may be necessary for completion of the
Project.
D. Provide suitable work space including telephone.
E. Assign a City Project Coordinator to assist the
Consultant.
SECTION IV
TANT
-- MUTUAL OBLIGATIONS OF THE CITY AND THE CONSUL-
A.
This agreement does not guarantee the Consultant
any work except as authorized in accordance with
section II above, or create an exclusive consulting
contract.
B.
All of the services contemplated under this Agree-
ment are personal and shall not be assigned, sublet
or transferred without the prior written consent of
the city. All persons specifically identified by
Consultant in its letter of August 23, 1989, as
being assigned to the performance of tasks to be
performed under this agreement shall be so assigned
by the Consultant and shall at all times during the
performance of this agreement be assigned to and
responsible for the performance of the tasks
specified in the agreement.
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C.
The con~tant and any and all 0<;> its personnel
utilized by the City under the terms of this agree-
ment shall remain the agents and employees of the
Consultant and are not, nor shall be construed to
be, agents or employees of the City.
SECTION V -- CHARTER. LAWS AND ORDINANCES
The Consultant, at all times, agrees to observe all
Federal and State Laws, Ordinances, and Charter provisions of
the City and all rules and regulations issued pursuant there-
to, which in any manner affect or govern the planning and
construction of work contemplated under the Agreement.
SECTION VI -- TERMINATION OF CONTRACT
Termination of Contract for Cause
If, through any cause, the Consultant shall fail to
fulfill in timely and proper manner its obligations under
this Agreement, or if the Consultant shall violate any of the
covenants, agreements or stipulations of this Agreement, the
City shall thereupon have the right to terminate this Agree-
ment by giving written notice to the Consultant of such
termination and specifying the date thereof, at least five
(5) days before the effective date of termination. In that
event, all finished or unfinished documents, computer pro-
grams, data, studies, surveys, drawings, maps, models, photo-
graphs and reports or other material prepared by the Consul-
tant under this Agreement shall, at the option of the City,
become the City's property and the Consultant shall be en-
titled to receive just, equitable compensation for any satis-
factory work completed on such documents and other materials.
If the City determines not to accept any of such documents,
Consultant shall not be entitled to any payment.
Termination for Convenience
The City may, for reasons of its own convenience, cancel
all or a portion of this contract upon thirty (30) days prior
written notice to Consultant. Upon such cancellation,
Consultant shall be entitled to just and equitable compensa-
tion for all satisfactory work completed to the effective
date of cancellation.
SECTION VII -- CHANGE ORDERS AND EXTENSIONS
The City may, from time to time, require
scope of the services of the Consultant to
herein, such changes shall first be approved
Section II(c).
changes in the
be performed
as required by
Such changes, including any increase or decrease in the
amount of the Consultant's compensation, which are mutually
agreed upon between the City and the Consultant, shall be
incorporated in written Change Orders or extensions to this
agreement.
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SECTION VIII -- EOUAL EMPLOYMENT OPPORTUNITY
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A. The Consultant will not discriminate against any
employee or applicant for employment. because of
race, color, religion, sex or national origin. The
Consultant shall adhere to acceptable affirmative
action guidelines in selecting employees and shall
ensure that employees are treated during employment
without regard to their race, color, religion, sex
or national origin. Such action shall include, but
not be limited, to the following: employment,
upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination,
rate of payor other forms of compensation, and
selection for training, including apprenticeship.
The Consultant agrees to post in conspicuous
places, available to employees and applicants for
employment, notices to be provided by the local
public agency setting forth the provisions of this
nondiscrimination clause.
SECTION IX -- SPECIAL CONDITIONS
PROFESSIONAL OPINION
The Consultant warrants that all recommendations, plans
and specifications provided the city are in compliance with
the professional standards of the industry. The City re-
serves the right to accept, decline or require modifications
to recommendations, plans and specifications if deemed in the
city's best interests.
PROJECT DELAYS
The Consultant shall not be held liable for Project
delays caused by the city's failure to perform its obliga-
tions in a timely manner if Consultant gives the Project
Coordinator notice of such delay within three (3) days of
date Consultant first becomes aware of such delay.
Consultant shall pay $480.00 per day resulting from
Consultant's failure to maintain proper staffing levels, or
from other causes of delay which are within the exclusive
control of the Consultant. It is agreed that City's actual
damages due to such delay are difficult to calculate, but
will be in excess of the sum specified herein and, that the
amount agreed on shall be paid as liquidated damages and not
as a penalty.
FORCE MAJURE CLAUSE
The parties to the Agreement shall be excused from
performance hereunder during the time and to the extent they
are prevented from obtaining or performing the service, by
reason of an act of GOD, fire, or commandeering of material
products plant facilities by the government, when satisfac-
tory evidence is presented to the other party, provided it is
reasonably established by the presentation of facts, that the
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non-performance iJ:)not due to
party who is not performing.
the
fault orC)neglect of the
RECOGNITION OF PROPRIETARY INTEREST
Consultant understands and acknowledges that during the
performance of its obligations hereunder, it will have access
to computer programs which are used under non-assignable,
non-transferable and non-exclusive license by the city. said
software is used subject to the proprietary interest of
Creative Computer Systems (CCS), Planning ResearchCorpor-
ation (PRC) and Ray Morrow. Consultant agrees that it shall
not knowingly, without prior written consent of the City,
CCS, PRC or Ray Morrow directly disclose, proliferate,
provide or otherwise make available, or permit, any dis-
closure, proliferation or provision of or making available
of, the software in any form, in whole or in part, to any
other person, firm, corporation, government agency, associ-
ation or other entity.
NOTICES
Any
Agreement
mailed by
pre-paid,
notices required to be given by the terms of this
shall be deemed to have been given when the same is
certified mail, return receipt requested, postage
addressed to the respective parties as follows:
AS TO CONSULTANT
AS TO CITY
Peat Marwick Main & Co.
701 North Haven Avenue
Ontario, California 91764
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Attention:
Attention: James Robbins
Deputy City Administrator
SECURITY AND PRIVACY
Consultant agrees that none of their officers or em-
ployees shall use or reveal any research or statistical
information furnished by any person and identifiable to any
specific private person for any purpose other than the
purpose for which it was obtained. Copies of such informa-
tion shall not, without the consent of the person furnishing
such information, be admitted as evidence or used for any
purpose in any action, suit or other judicial or administra-
tive proceedings, unless ordered by a court of competent
jurisdiction. City shall be notified immediately upon
receipt of any such order of court, pertaining to production
of such information.
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IN WITNESS WHEREOF, the parties hereto above have executed
this Agreement as of the day and year first above written.
PEAT MARWICK MAIN & CO.
CITY OF SAN BERNARDINO
BY:
BY:
W. R. "Bob" Holcomb,
Mayor
Name:
Title:
ATTEST:
ATTEST:
Approved as to form
and legal content:
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PeaRv1arwick
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Certified Public Accountants
"".t M.rwick M.in .. Co.
725 South Figueroa Street
Los Angeles, CA 90017
Telephone 213 972 4000
Telex 6831572 PMMLA
Cable Address VERITATEM
Telecop,er 213 622 1217
August 23, 1989
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Mr. Jim Robbins
Deputy City Administrator
City of San Bernardino
300 North D Street
San Bernardino, California 92418
Dear Jim:
We have prepared this letter as an agreement between the City of San Bernardino and KPMG
Peat Marwick for professional services. We will provide the resources to assist in the
operations management of the City's data processing systems. We will assist in the
management of the McDonnell Douglas Sequel and the Public Safety Systems (DEC750 and
Microvax), Our assistance will be limited to the management and supervision of City data
processing personnel and/or outside vendors and suppliers as needed. While the objective of
our assistnace will be to assist the City in controlling and managing the MIS environment,
because we were not involved in the development of the existing systems we can not be
responsible for system malfunctioning that may occur during our engagement at the City.
This assistance should not exceed six hours per day and will be provided on an as needed
basis.
Mr. Eric Openshaw will act as engagement partner and I will act as engagement manager.
Ms. Susanna Doudna, Manager, will provide on-site management of the KPMG Peat
Marwick team. Ms. Julia Kirwan, Mr. Vincent LeVeque, Ms. Mary Gray and if necessary,
other Peat Marwick professionals will perform the on-site management of the department and
information systems. These services will be offered to the City at $120 per hour. We will
submit invoices on a biweekly basis, and bills are due upon receipt.
* . . . . .
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EXHIBIT "A"
JCl
.- Peat MarWlckO
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Mr. Jim Robbins
City of San Bernardino
August 23, 1989
Page 2
Thank you for the opportunity to be of additional service to the City of San Bernardino on
this significant project. We look forward to continuing to work with you and the staff of the
City.
Very truly yours,
WICK MAIN & CO.
KLB:rng
Kenneth L. Benson
Senior Manager
Accepted by
TItle
Date
cc: Tom Snow
Derek Hamway
Eric Openshaw
Susanna Doudna
Julia Kirwan
Mary Gray
Vincent le Veque