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HomeMy WebLinkAbout1999-09-27 City Council (6)TO: FROM: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL ~ CITY MANAGER DEPARTMENT: ADMINISTRATIVE SERVICES DATE:SEPTEMBER 27, 1999 CMR: 369:99 SUBJECT:APPROVAL OF A CONTRACT WITH JAT COMPUTER CONSULTING, INC. IN THE AMOUNT OF $162,240 FOR THE LAWSON HUMAN RESOURCES AND PAYROLL SYSTEM RECOMMENDATION Staff recommends that Council approve and authorize the Mayor to execute the attached contract with JAT Computer Consulting, Inc., in the amount of $162,240. The contract is for programming services and software application development associated with the upgrade of the City’s Lawson Human Resources and Payroll System and the migration of the system to a new server. DISCUSSION Project Description The Lawson Human Resources and Payroll System is the primary application used by the Department of Human Resources and Payroll Division of the Administrative Services Department to support their respective daily operations. Following a Request for Proposal process the City entered into a contract with JAT Computer Consulting, Inc. in March 1998 to provide necessary system support while the City continued its search for a full-time IT Systems Analyst. The Systems Analyst position, which supports the Lawson Human Resources and Payroll System remains unfilled due to continued difficulty in recruiting qualified Information Technology professionals. As a result, continued use of JAT Computer Consulting, Inc. for this work is recommended. JAT has extensive experience in the Payroll and Human Resources fields and demonstrated experience with the Lawson system. The contract was exempted from competitive bidding by PAMC 2.30.130(a)(1) for the acquisition of information technology consultants. CMR: 369:99 Page 1 of 2 The City’s existing contract with JAT Computer Consulting, Inc. will expire in September 1999. In the past, JAT Computer Consulting, Inc. provided support to the City on a part-time basis. Under this new contract staff requests that JAT expand its role by providing day-to- day support for the Lawson system in addition to supporting system upgrades, a migration to a new server, and conversion of existing Lawson programs so that they are compatible with the new version of the software. The upgrade and migration are necessary to ensure the system is Y2K compliant. RESOURCE IMPACT Funds to cover the additional contract amount are available in the 1999-00 Administrative Services Department operating budget for consultant services in addition to salary savings due to staffing vacancies. The contract will provide for consultant services of up to 1040 hours at a rate of $156 per hour. POLICY IMPLICATIONS This contract does not represent any change to existing City policies. ENVIRONMENTAL ASSESSMENT Approval.of this contract amendment does not constitute a project under the California Environmental Quality Act (CEQA), therefore, no environmental assessment is required. ATTACHMENTS Attachment A:JAT Contract PREPARED BY: DEPARTMENTAL HEAD APPROVAL: CITY MANAGER APPROVAL: David Ramberg, Senior Financial Analyst RRISON Assistant City Manager CMR: 369:99 Page 2 of 2 ATTACHMENT A CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND JAT COMPUTER CONSULTING, INC. FOR SUPPORT OF LAWSON SOFTWARE SYSTEM This Contract No.is entered into this day of , 1999, by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and JAT Computer Consulting, Inc., ("CONTRACTOR"), located at 2255 Contra Costa Boulevard, Suite 201, Pleasant Hill, CA 94523 (Taxpayer ID No. 22-2613402). RECITALS: WHEREAS, CITY desires certain software support services ("Services"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to engage CONTRACTOR in providing the Services by reason of CONTRACTOR’s qualifications and experience in performing such Services, and CONTRACTOR has offered to provide the Services on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION i. TERM i.i This Contract will commence on October I, 1999 and shall continue in ful! force and effect until terminated as provided herein. Time is of the essence of this Contract. The obligation of CONTRACTOR to perform the Services will commence in accordance with this Section. It is understood and agreed that the services to be performed by CONTRACTOR will be in response to various pzojects, as assigned by CITY, and that the work schedule will follow the mutually agreed upon timing. 1.2 This Contract is for a period lasting to March 31, 2000, and may be extended by mutual written agreement of CITY and CONTRACTOR. 990916 sdl 0052375 QUALIFICATIONS, STATUS, AND DUTIES OFSECTION 2. CONTRACTOR 2.1 CONTRACTOR represents and. warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. 2.2 In reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTRACTOR to perform, and CONTRACTOR covenants and agrees that it will furnish or cause to be furnished, the Services. 2.3 Mary Carr Sarracino or Paul Kaku shall perform all work on behalf of CONTRACTOR and shall have overall responsibility for the progress and execution of this Contract for CONTRACTOR. Other employees of CONTRACTOR may also perform work under this agreement, upon mutual agreement of the parties. 2.4 CONTRACTOR represents and warrants that it will: 2.4.1 Keep itself reasonably informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract, any documentation used in CONTRACTOR’s performance under this Contract, or the performance of the Services; 2.4.2 At all times observe and comply with, and cause its employees and contractors (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.3 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any specifications or provisions of this Contract. 2.5 Any reports, information, data or other material given to, or prepared or assembled by, CONTRACTOR or its contractors, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONTRACTOR or its contractors, if any, without the prior written approval of the city manager. 2.6 If CITY requests additional copies of reports, drawings, specifications or any other material which CONTRACTOR is required to furn±sh in limited quantities in the performance of the 990916 sdl 0052375 Services, CONTRACTOR will provide such additional copies and CITY will compensate CONTRACTOR for its duplication costs. SECTION 3.DUTIES OF CITY 3.1 CITY will furnish or- cause to be furnished the specified services set forth in Exhibit "A" and such other information regarding its requirements as .may be reasonably requested by CONTRACTOR. 3.2 The City Manager will represent CITY for all purposes under this Contract. Manny Ventura, Manager of Computer Operations & Applications, is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Services. 3.3 If CITY observes or otherwise becomes aware of any default in the performance of CONTRACTOR, CITY wil! use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner. SECTION 4. COMPENSATION 4.1 In consideration of the full performance of the Services by CONTRACTOR, CITY will pay CONTRACTOR the sum of One Hundred Fifty-Six Dollars ($156.00) per hour, payable within thirty (30) days of submission by CONTRACTOR of its itemized billings, in triplicate; provided, however, the total sum payable to CONTRACTOR hereunder wil! not exceed One Hundred Sixty-Two Thousand Two Hundred Forty Dollars ($162,240), including expenses, through the term of the contract. SECTION 5. AUDITS 5.1 CONTRACTOR will permit CITY to audit, at any reasonable time during the term of this Contract and for three (3) years thereafter, CONTRACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. SECTION 6. INDEMNITY 6.1 CONTRACTOR agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONTRACTOR’s, its officers’, agents’, subcontractors’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which 990916 sdl 0052375 applicable law may impose strict liability on CONTRACTOR in the- performance of or failure to perform its obligations under [his Contract. SECTION 7. WAIVERS 7.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder wil! not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 8. INSURANCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "B", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, employer’s liability, and business liability insurance, naming CITY as an additional insured concerning CONTRACTOR’s performance under this Contract. 8.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all contractors of CONTRACTOR retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITYas an additional insured under such policies as required above. 8.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ 990916 sdl 0052375 compensation, employer’s liability, and business liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance will not be construed to limit CONTRACTOR’s liability hereunder nor to fulfill the indemnificat±on provisions of this Contract. Notwithstanding the policy ~r policies of insurance, CONTRACTOR will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed’under this Contract, inc!udihg such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION 9. WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable,before commencing the performance of the Services. .SECTION i0. SERVICES TERMINATION OR SUSPENSION OF CONTRACT OR i0.i The city manager may suspend the performance of the Services, in whole or in part, or terminate this Contract, (a) im- mediately, for cause, or (b) by giving two (2) weeks’ prior written notice thereof to CONTRACTOR if no cause for suspension or termination exists. Upon receipt of such notice, CONTRACTOR will immediately discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract or suspend its performance of the Services, in whole or in part, by giving two (2) weeks’ prior written notice thereof to CITY. 10.3 Upon such suspension or termination by CITY, CONTRACTOR wil! be paid for the Services actually rendered to CITY on or before the effective date of suspension or termination. 10.4 Upon such suspension or termination, CONTRACTOR will deliver to the city manager immediately any and all copies of computations and other data, whether or not completed, prepared by CONTRACTOR or its contractors, if any, or given to CONTRACTOR or its contractors, if any, in connection with this Contract. Such materials will become the property of CITY. 990916 sdl 0052375 5 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONTRACTOR to fulfill its obligations under this Contract. .SECTION II. ASSIGNMENT ii.i This Contract is for the personal services of CONTRACTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 12. NOTICES 12.1 All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: To CONTRACTOR: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 at the address first set forth above, Attn: Mary Carr Sarracino, Regional Vice President SECTION 13. CONFLICT OF INTEREST 13.1 In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financia! or otherwise, which would conflict in any manner or degree with the performance of the Services. 13.2 CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any contractor or person having such an interest. CONTRACTOR certifies that no person who has or wil! have any financia! interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipa! Code and the Government Code of the State of California. 990916 sdl 0052375 SECTION 14.NONDISCRIMINATION 14.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of any person under this Contract because of the age, race, color, national origin, ancestry, reli@ion, disability, sexual preference or gender of that person. If the value of this Contract is, or may be, Five Thousand Dollars ($5,000) or more, CONTRACTOR agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "C" 14.2 If CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practides Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of Twenty-five Dollars ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 14.3 If CONTRACTOR is in default of the nondiscrimination provisions of this Contract, CONTRACTOR will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable.to CONTRACTOR the sum of Two Hundred Fifty Dollars ($250) for each calendar day during which CONTRACTOR is not in compliance with this provision as damages for breach of contract, or both. SECTION 15.MISCELLANEOUS PROVISIONS 15.1 CONTRACTOR acknowledges that, by the very nature of the services to be performed by CONTRACTOR, its employees will become aware of confidential information of CITY. CONTRACTOR acknowledges and agrees that all such information shall be used by it only to accomplish the Project and for no other purpose. CONTRACTOR and its employees shal! in no manner reveal or disseminate such information to any third party. 15.2 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 15.3 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court 990916 sdl 0052375 for the Northern District of California in the County of Santa Clara, State of California. 15.4 The prevailing party in any action brought to enforce the provisions of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes al! prior negotia- tions, representations, and contracts, either written Or oral. This document may be amended only by a written instrument, which is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and contractors, as the case may be, of the parties. 15.8 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 15.9 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 15.10 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 15.11 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipa! Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no !onger available. This Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. 990916 sdl 0052375 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM:JAT COMPUTER CONSULTING, INC. Senior Asst. City Attorney APPROVED : Assistant City Manager Director of Administrative Services Director of Risk Manager 22-2613402 (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments : EXHIBIT "A" : EXHIBIT "B": EXHIBIT "C" : SCOPE OF SERVICES INSURANCE NONDISCRIMINATION COMPLIANCE FORM 990916 sdl 0052375 9 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) ) ) ) On ~.~./[ q£\q, before me, the undersigned, a notary public in and for said Cgunty, personally appeared personally "kno~ to me (or proved to me on the basis of satisfactory evidence) to be the person(~) whose name(~) is/a~e subscribed to the within instrument, and acknowledged to me that ~she/th~ executed the same in h~/her/th~r authorized capacity(i~s), and that by h~/her/th~} signature~) on the instrument the person(n, or the entity upon behalf of which the person(~ acted, executed the instrument. WITNESS my hand and official seal. 990916 sdl 0052375 11 CERTIFICATE OF ACKI~OWT~EDGM~NT (Civil Code § 1189) COUNTY OF ~ _~t~. ~_-~t. ) ) ) On qi~h!\%~ , before me, the undersigned, a notary public in and for said County, personally- appeared personal136/known to<-~me (or proved to me on the basis of satisfactory evidence) to be the person(~ whose name~0 is/a~ subscribed to the within instrument, and acknowledged to me that h~/she/th~ executed the same in h~/her/the~mr authorized/ ~capacity(i~), and that by h~s/her/the~ signature(~ on the instrument the person(~, or the entity upon behalf of which the person(~ acted, executed the instrument. WITNESS my hand and official seal. ~ Comm~s~on# ~76~ ~ ~~ Nota~ Pub,c- Ca~f~ ~ ~~ Conga Co~a C~n~ [~~~~~~14.~ 990916 sdl 0052375 10 Exibit "A" SCOPE OF WORK CONTRACTOR shall provide day to day support for the Lawson Human Resources and Payroll software application. The following work may be done under this agreement: Perform upgrade of the Lawson Human Resources and Payroll software from version 6.14 to 7.1.2. Provide primary technical assistance with the migration of the Lawson Human Resources and Payroll software from PA9 to PAl. Analyze, convert and upgrade all customized City COBOL programs to be compatible with Lawson 7.1.2. All work by CONTRACTOR shall be performed under the general direction of the Manager of Information Technology ("Manager"). Prior to performing any work under this agreement, CONTRACTOR’s representative shall meet with the Manager to establish the actual work to be performed by CONTRACTOR’s representative. CONTRACTOR’s representative shall work at Palo Alto City Hall every week for approximately forty (40) hours per week. CITY shall provide a dedicated work area for CONTRACTOR’s representative.