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HomeMy WebLinkAbout2000-375Aj _ r Agreement berwern Indiotr River Count), Clerk of fire Circuit Court, FL and the GFOA ' r 00- 3', AGREEMENT BET WE EN GOVERNMENT FINANCE OFFICERS ASSOCIATION AND INDIAN RIVER COUNTY CLERK OF THE CIRCUIT COURT, FLORIDA FOR SYSTEM SELECTION AND CONTRACT NEGOTATION CONSULTING SERVICES Indian River County Clerk of the Circuit Court, a political subdivision of the State of Florida, having its offices at 5840 250' Street, Vero Beach, FL 32960 ("Clerk") and Govemment Finance Officers Association, a professional membership association, having its offices at 180 North Michigan Avenuc, Suite 800, Chicago, Illinois 60601 C'Consultant"), agree as follows: The Consultant agrees to provide services to the Clerk under the following terms and conditions: DEFINITIONS Project Manager herein shall be Mr. Michael A. Madden, the GFOA Deputy Director of Consulting. Contract Administrator herein shall be Mr. Edwin M. Fry, Jr., Finance Director for the Clerk. H. DURATION This agreement shall become effective on May 7, 2001, and shall remain in effect until satisfactory perfomnance of all services or November 2, 2001, whichever occurs first, unless terminated for breach or as provided in this agreement. This contract may be extended by a duration mutually agreed upon by the Consultant and the Clerk. The Clerk recognizes that the ability to complete a satisfactory contract for software and inillementation services is based in -part on cooperation from the respective software vendors and the Clerk. GFOA will submit any contract schedule change request to the Contract Administrator for app+oval. Ill. SERVICES A. General Scope: The Consultant agrees to provide general consulting services as described in Exhibit A incorporated herein. B3 Standard of Work: GFOA agrees that the performance of services pursuant to the terms of this contract shall conform to the highest professional standards in the field of public finance. GFOA will use its best efforts to formulate opinions and create information upon which the Clerk may rely; however, it is agreed by the parties that the substance cannot be guaranteed to be free from omission or errors except insofar as such errors or omissions occur as a result of negligence or willful misconduct. The Clerk recognizes that GFOA is not the software provider or systems integrator. C. Complia nce with Applicable Law: The Consultant shall perform, its services under this agreement in compliance with all applicable laws, ordinances and regulations. D. Location: The Consultant shall provide services to the Clerk at locations to be determined by the Contract Administrator. 40 4W rmAgrecuiciis lietweerr lndiait Rrrer Catinfy Clerk of rhe Clrett& Court, F1 and the CFOA IV. RELATIONS] UP OF PARTIES A. The parties to this agreement agree that it is not a contract of employment but is a contract to accomplish a specific result. Considlant is an independent contractor performing services for tine Clerk. Nothing contained in this agreement shall be deemed to constitute any other relationship between the Clerk and the Consultant. B. The Consultant certifies that it, has no personal or financial interest in the project other than the fee it is to receive under this agreement. The Consultant further certifies that it shall not acquire any such interest, direct or indirect, which would conflict in any manner with the performance of services under this agreement. Further Consultant agrees and certifies that it does not and will not employ or engage any person with a personal or financial interest in this agreement. C. Consultant does not have any authority to execute any contract or agreement on behalf of the. Clerk and is not ftranwd any :authority to assume or create any obligation or liability on the Clerk's behalf, or to bind the Clerk in any way. D. Consultant, as an educational, nonprofit, professional membership association, reserves the right to publish non -confidential documents describing the results of, or created during, the work perforated under this contract. Consultant will not publish any item with the name of the Clerk without the prior written consent orthe Contract Administrator. V. COMPENSATION OF CONSULTANT A. The total amount of this contract is estimated to be 549,500 inclusive of travel and expenses, Payment shall be made on the basis of servicesldeliverablcs completed as shown in Exhibit A, following receipt of an invoice submitted to, and approval by, the Contract Administrator. Consultant is to be paid within thirty (30) days of receipt or invoice. It is understood and agreed between the parties that the compensation stated above is inclusive of any and all remuneration to which the Consultant may be entitled. Invoices shall be mailed to: Mr, Edwin M. Fry, Jr. Finance Director Indian Itiver Clerk 1840 25`t' Street Vero Beach, FL 32960 VL AMENDMENTS A. Any modifications to this contract shall be made only in writing, signed by duly authorized representatives of both parties and a copy shall he attached to the original contract. Agreerrreirl boween Indian River Conn/}* Clerk of $he Circuit COUrt, I:L and the GrOA VII. INSURANCE AND INDEMNIFICATION A. Consultant agrees to procure and maintain in effect during the life of the contract, insurance policies in the amount and with the type of coverage shown below: 1. Errors and Omission insurance protecting the Consultant and its employees in an amount j not less than $500,000. 2. Workers Compensation insurance in the fort and amount required by Florida State L.aw, 3. Commercial General Liability insurance on an "Occurrence Basis" with limits of liability not less than $500,000 per occurrence and/or aggregate combined single limit, personal injury, bodily injury and property damage. 4. Motor Vehicle Liability with limits of liability not less than $500,000 per occurrence combined single -limit bodily injury and property damage. Coverage shall include all non- otsmed, vehicles, and all hired vehicles. B. The consultant agrees to hold the Clerk and the Clerk's employees and agents harmless from all suits, claims, judgments, and expenses, including attorney's fees, arising out orally or all suits or damages of any kind resulting from injuries or damages sustained by any person or persons or property by virtue of the consultant's or the consultant's crnployecs' or agents' negligence or intentional acts or omissions. Vill, TERMINATION OF AGREEMENTAND RIGHTS UPON TERMINA't tON A. This agreement may be terminated by either party in the case of a breach of this agreement by the other party if the breaching party has not corrected the breach within 30 days allcr notice of breach is given in conformance with the terms of this agreement. B. Either party shall have the privilege, with or without cause, to cancel and annul this agreement at any time on thirty {30} days written notice to the other party in accordance with the notice provisions contained in this agreement. Ef consulting services are terminated under this provision, Consultant shall provide all accessary reports of work completed through date of termination to the Clerk. "rhe Contract Administrator shall be responsible for determining what constitutes a "necessary report" under this provision. The Clerk shall pay Consultant all fees charged through date of termination on a time and materials basis using rates shown in Exhibit A. IX. OBLIGATIONS OF THE CLERK A. The Clerk agrees to give the Consultant access to staff and the Clerk owned properties as required to perform the neecssary services under the agreement. B. The Clerk shall notify the Consultant of any defects in the services of which the Clerk has actual notice. X. ASSIGNMENT A. The Consultant shall not subcontract or assign any portion of lite services without prior consent from the Clerk. Agreeineur bertreen Indian River C'otttrly Clerk of the CYrcuk Cotta, FL and the GFOA X1. NOTICE All notices and submissions required tinder the agreement shall be by personal delivery or by first-cl .ss mail, postage prepaid, to the address stated in this agreement or such other address as either Marty may designate by prior written notice to the other. Notice shall be considered delivered under this agreement when personally delivered to the Contract Administrator or placed in the U.S. mail, postage prepaid to the Administering Department, care of the Contract Administrator. X11. EXTENT OF AGREEMENT, AMENDMENT This agreement represents the entire understanding between the Clerk and the Consultant and it supersedes all prior representations or agreements whether written or oral. Neither party has relied on any prior representations in entering into this agreement. XHI. SEVERABILITY OF PROVISIONS Whenever possible, each provision of this agreement will be interpreted in a manner as to be effective and valid Larder applicable law. However, if any provision of this agreement or the application ofany provision to any Marty or circunrslance will be prohibited by or invalid under applicable law, that provision will be ineffective to the extent of the prohibition or invalidity without invalidating the remainder of the provisions of this agreement or the application of the provision to other parties or other circumstances. XIV. CHOICE OF LAW This agreement shall be construed, governed, and enforced in accordance with the laws of tite State of Florida. By executing this agreement, the Consultant and the Clerk agree to venue in a court of appropriate jurisdiction sitting within the State of Florida for purposes of any action arising under this agreement. XV. DISPUTE RESOLUTION Any dispute or claim in law or equity between Clerk and Consultant arising out of this agreement, if not resolved by informal negotiation between the parties, shall be mediated by referring it to the nearest office of Judicial Arbitration and Mediation Services, Inc. (JAMS) for mediation. Each party shall provide the others with a list of four mediators. The parties shall confer on the list and select a mutually agreeable mediator. Mediation shall consist of an informal, non-binding Conference or confe'rence's between the parties and the judge -mediator jointly, then in separate caucuses wherein the judge will seek to guide the parties to a resolution of the case, if the parties cannot agree to a mutually acceptable member from the JAMS panel of retired judges, a list and resumes of available mediators with substantial experience in mediating claims of the type at issue between the parties, numbering one more than there are parties, will be sent to tltc parties, each of whom will strike one name leaving the remaining natztc as the mediator. If more titan one name remains, JAMS arbitrations administrator will choose a mediator from the remaining names. ]'he mediation process ahall continue until the case is resolved or until such time as the mediator makes a finding that there is no possibility of resolution. C1 Agreemeur berweeu Indian ,River Courray Clerk of the Circuit Coaeri, rL and the GFOA At the election of either patty, any dispute or claim in law or equity between Clerk and Consultant arising out of this agreement which is not settled through mcdiation may be decided by neutral binding arbitration. The arbitration shall be conducted in accordance with the rules of ;udieial Arbitration Mediation Services„ Inc. (JAMS). The parties in arbitration may agree in writing to use different rules and/or arbitrators. By the signatures of their duly authorized representatives below, Consultant and the Clerk intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits to this Agreement. Co t Cleric BY: BY: 1� _ PRI ME: Jeffrev L. Esser _ PRINT NAME: Jeffrey K. Barton PRINT TITLE: Fxecytl Dirpoor. GFGA PRINT TITLE: Clark of the Circuit Court DATE SIGNED: DATE SIGNED: �'� f c 1-J Agreerrrent berween Indian River County Clark of fire Clre"It Court, n and the GFOA Exhibit A Detailed Scope of Work and Payment Schedule A. General Methodology On a daily basis, GFOA Research Center staff responds to inquiries made by public managers throughout the United States and Canada, Close contact with our national membership network has led us to formulate conclusions and methodologies that streamline (lie technology procurement process and improve cost effectiveness. A unique resource that the GFOA will provide to the project is its membership network that has experience with nearly every software package to be considered. GFOA conducts "reference checks" and other research on public sector software and implementation funis and utilizes this knowledge to benefit you during contract negotiations. GFOA staff attends the public sector user conferences of all of the major software vendors to stay abreast on product enhancements. Unlike technology advisory firms in the private sector, GFOA focuses exclusively on public sector enterprise financial system functionality in the research we do. The GFOA Research Center has also developed a library of software contract documents and RFPs from other jurisdictions that improve our advisory capability. In short, we know what constitutes a fair price for software and implementation services as well as understanding the tradeoffs between forcing lower prices and the quality of (lie implementation. In summary, GFOA approaches system selection in a holistic manner. We believe that a good RFP is the basis of a sound contract that clearly delineates roles, responsibilities and exp stations of the parties involved to deliver a solution on time and within budget, C-1 Agreenreiir berrrren lr+dr'rrrt River t"arrnfy Clerk of the Ctrrtiir Cnrrrr,l`L antl rhe GFt7r4 B. Project Phases and Defiverabtes The GFGA proposes to assist the Clerk through three phases: (1) RFP Review, (11) System Selection Services, and (11I) Contract Negotiations. Although we vise deliverables to establish milestones for payment purposes, a significant portion of our activities are advisory related. Put differently, a significant amount of work effort—beyond the deliverables listed below—goes into the procurement process. These phases are described below. PHASE I RF, Review Definition of the Phase. The main objective of Phase I is to develop a project plan and review the Clerk's RFP fora new enterprise financial system. The phase begins with the development of the project plan and ends when the RFP is released to vendors. RFP Development. front 19t°eviozrs discussions, GFO,t understands that the Clerk will rake the lead in preparing and finalizing the RF', GFOA's role will include one on-site visit to !told a workshop with the steering committee and other Clerk staff during which the GFGA will propose revisions to the RFP. Once agreement is achieved, GFGA will incorporate such changes into the RFP and provide the Clerk with a revised draft of the document. The Clerk's main role during this step is to facilitate the GFGA process by scheduling and participating in meetings and helping us define and validate the detailed requirements for the new system. The Clerk is also required to identify a principal project manager who will work with GFOA to help schedule interviews, collect information, validate requirements, and review the draft and final RFP. Deliverables. The maim deliverables during Phase I include: (l) Project Management Plan (2) Final RFI PHASE 11 System Selection Services Definition of Phase. Phase II begins as RFP responses are returned and ends after completion of deliverables and when two vendors are identified for parallel negotiations. Deliverables. Eight agreed upon procedures are outlined below with the associated "deliverables" which together describe the services provided to the Clerk by the GFOA during The system selection portion of our engagement. Proposal Evaluation Plan. The GFGA will work with the steering committee to develop a step-by-step evaluation plan document to be t'ollowed by members or your C] i MMAgrehrrcerN bebvcrn Atdius River Crtrtttty Clerk aftlte Circuit t;rtrrrd, FI and the G'F'l3rt evaluation team. This plan will be completed prior to the opening of (lie proposal packages. It also gives advance notice to the vendors of the potential use of parallel contract negotiations. Deliverable: ERP Proposal Evahralion Platt. 2. Vendor Demonstration Scripts/Demonstration Evaluation 'fool. The GFOA will develop demonstration scripts to guide vendor presentations, based on interviews with govermnent staff, RFP requirements, and GFOA's knowledge of best business practices. In addition, a "tool" to be used by members or your evaltiattion team during vendor software demonstrations will be prepared. Deliverables: Software Demonstration Scripts and Software Demonstration Evaluation Tool. 3. High Level Assessment of All Proposals. The GFOA will review and assess the major strengths and weaknesses of each of the responses to the RFP. This report will consist of a 1-2 page summary of key issues for each proposal. This assessment will be primarily focused on the proposed implementation and training approaches as well as the technical sophistication of the software and implementation partner. Deliverable High Level Proposal Assessment Report. EI. Staffing Vendor Demonstration Presentations. GFOA's recommended approach (assumed in the fixed price) is to short-list no more than three vendors for oil -site demonstrations. GFOA team member(s) will attend up to three software vendor demonstrations of two days each. Since we have been involved in demonstrations with all of the major software vendors, we will spot strengths and weaknesses and raise these up for discussion. GFOA team members attending the presentations will ask questions of vendors and take detailed notes on the functionality of software and assess adherence to your requirements. The GFOA team will facilitate sessions with the evaluation team and steering committee to reach general conclusions on the demonstration presentations. GFOA will also organize team notes and facilitation session results into an interim memorandum documenting the selection of vendors for site visits. Deliverable: Std ninary Ratings of Vendor Derttonstrat ons by the Evaluation Team. 5. Proposal Reference Checks. The GFOA will conduct in-depth interviews guided by a standard questionnaire for each of the vendors invited to perform product denionstrations (this fixed -bid proposal assumes no more than three vendors). Deliverable: Vendor Client References Report. 6. Cost Analysis. The GFOA will conduct a cost estimate for software, hardware, implementation, and training support by analyzing information provided in vendor proposals. We also develop an analysis that provides "apples to apples" comparisons and outlines opportunities for cost reduction and risk areas needed to be addressed during Statement of Work (SOW) development and contract negotiations. Deliverable: Cost Analysis of Proposals. Agreement beeiveen Indian River County Clerk of (he Circule Courr, FL and the GFOA Discovery Session. As part of our methodology. GFOA suggests that governments conduct a one -day workshop with cacti of the two vendors identified for parallel contract negotiations. These sessions take place after demonstrations and before formal negotiations begin. These sessions provide vendors with an opportunity to gather the information necessary to further clarify their proposals. Shortly after these sessions, vendors are requested to produce a Best -and -Final -Offer. One GFOA staff' member will participate in a maximum of two one -day discovery sessions. Deliverable: Request for Clarification Mernorandian to Vendors. 8. Finat Vendor Determination. The GFOA will facilitate sessions with your evaluation tearn and provide additional information as requested to enable thorn to recommend a final vcndor(s) to your respective governing bodies. 9 W; AgreemenI betnveen Indian River County Clerk of the Circuit Court, rG and the crOA PHASE III Contract Negotiation Services Definition of Phase. Phase III begins with GFOA and the Clerk working with two vendors to develop a Statement of Work and ends when a contract is established with a single vendor. Three major documents are involved: (1) :statement of Work, (2) Software Licensing Agreement, and (3) Implementation Services Agreement. Pricing. This Phase is performed on a time and expenses 'basis and is estimated to be $12,500. GFOA's hourly rates for negotiations are between $175-$195 per hour. This cost assumes that all work during this phase will be done by phone and email. No on-site visits have been included in this cost. Description of Tasks. One of the most valuable services that GFOA provides its clients on systems related issues is the negotiation of software contracts. Too often, governments are pitted against software vendors that have negotiated contracts many times before. Understandably, software vendors and their implementation partners want to maximize profit and minimize risk. In addition, they tend to get governments to do most of the "heavy lifting" and increase their involvement in other phases (e.g., cltange management) that may not provide the most value for the client. The GFOA leas developed a unique "parallel negotiations" methodology that we propose to utilize for this engagement. This approach seeks to retain the benefits of competition until the last moment of the procurement cycle. It also uses our membership network to benchmark prices and terms. Typically, we ask our clients to short-list two vendors and we develop an "evolving" Statement of Work. The Statement of Work is a detailed document that spec: lies a step-by-step approach for the implementation and outlines roles/responsibilities of all parties involved. Once (lie evaluation team chooses one vendor over another, we seek to reach a contract with the top vendor. All of our former clients have witnessed significant bencr'sts in using this methodology. On the other hand, if one vendor clearly comes out on top, it may make sense to use a modified version of this approach. Deliverables. Phase III will focus on establishing a Statement of Work, as well as software and implementation services agreements with the finalist vendor. Although GFOA will help the Clerk shape these documents, these are not referred to as deliverables because they are agreements between the government and the chosen vendors. Phase III will be completed when final versions of the Statement of Work, Software License Agreement, and Implementation Services Agreement are complete. to 40 MAAgreement between Indian River C011110'Clerk of rile Circuit Court, FL and she G'r0A C. Project Cost GFOA takes great pride in complctitlg our consulting projects on time and on budget. To date, we have not had a cost overrun in any of the technology projects in which we have been engaged. The pricing arrangement we propose gives clients certainty for the project budget and allows the GFOA to allocate the staff necessary to satisfy Indian River County Clerk of the Circuit Court. Because of the fixed-price nature of some phases of this engagement, sonic assumptions are required which are outlined below. Phases I and II Pricing (proposed on a "Fixed Fee basis") where payment is made on the basis of deliverables/activities eomple!ed. GFOA assumes the "downside" risk if staff effort and travel costs exceed what we have estimated ---given that assumptions are met. Phase III Pricing (proposed on a "Time and Expenses basis") where payments are made monthly on the basis of hours incurred. Because of the nature of contract negotiations—that is, that the government and vendors ultimately determine the time needed to satisfy themselves that they can commit to a contract--GFOA proposes this phase oil a time and expenses basis. Summary of Cost --by Phase - Proposed Phase Description Cost I RFP Development fixed $7,000 II system Selection fixed $30,000 III Contract Ne otiations estimated time and expenses) $12,500 Total Cost $49,500 Notc: Phases I and It are fixed price inclusive of travel; Phase SII is based on time and expenses. Phase 1—Frolect Strategy Anes Iii'r Juev V10 71111:111 Task Estimated Hours 1 Develo mens of a rocurement rocessltimeline for ERP system. [21 Review of current RFII and suggested revisions. [31 Finalization and release of RFP. Total Estimated Hours 40 Hours x Blended Rate $15 Serb Total $6000 Travel Costs & Eeases $1,000 Total Cost $7,000* «F iggires !na), nor aaa carrecuy aue to i-minurrrg. do Agreernenr benreen Indian Rirer County Clerk of rite Circrdl Court, FL and the GFOA Phnse II— Svstent Selection Task Estimated Hours 1 I Develop Proposal Evaluation Plan, Payment, Amount' ` [21 Vendor Demonstration Scripts/Evaluation Tool. I [31 High -Level Assessment of Proposals. $7,000 4 Vendor Preparation/Staffing Preparation/StaffingVendor Presentations. If 5 Vendor Reference Checks. 6 Cost Analysis. S 15,000 171 Discovery Sessions: Staffing & Preparation, 11 $ Final Vendor Determination. 68 hours TolaI Estimated Hours 154 Hours x Blended Rate $165 Sub Total $25.500 Travel Costs & Ex eases $4,500 Total Cost $30,000* "Figures may not add correctly due to rounding. Phase III --Statement of Work/Contract Nuotiations Task Estimated Hours _11 Devclo ) and Validate Contract Negotiation Strategy. Payment, Amount' ` [21 Kick -Off contract Negotiations Assume Parallel Process). I [31 Coordinate the Development of the Statement of Work (SOW). $7,000 4 Support Cost Negotiations. If 5' Support Legal Negotiations. S 15,000 [61 Facilitate Final Selection. 11 Total Estintaled Hours 68 hours .r Blended Rare $185 .Sub Total $12,500 Total Cost 1 $12,500* *Figures may not odd correctly due to rouse ing. D. Payment Schedule GFOA is pleased to provide a performance-based contract where payment is made on the basis of del iverableslactivities completed using the schedule below. 1'iiyinent '" Numbier Phase Milestone Payment, Amount' ` I Final UP complete $7,000 2 If Steps 1-4 Complete S 15,000 3 11 Steps 5-8 Complete $15,000 _ 4-X III Monthly htivoices 'r &_E 4W ��� Agreement Lehr^ee+r hidla++ River County Clerk nf!!+e Circ^e+lt Cr3r+rx, rt. and rhe GFt7A E. Assumptions for Fixed Pricing To give our clients assurance and certainty related to the project budget, GFOA often agrees to a fixed price in our engagements. Because of travel costs especially, we need to make assumptions in the engagement. Many of these assumptions are also important to GFOA's overall system selection method. Phases I and II are priced on a fixed fee basis—if the assumptions arc met, GFOA underwrites (lye "downside" risk. Because of the nature of Phase Ili, it is priced on an hourly work effort and expenses basis. PHASE I 111 Phase consists of no more than one trip to the County. To save the Clerk the cost of travel expenses, GFOA will undertake much of the RFP review, validation, and finalization off-site. 121 GFOA methodology for systems requirements collection is used—building on work we have done, work we are doing related to sample RFP, and building on our library. [31 The scope of requ"iremen€s validation includes core financial and human resource modules only (including GL, AP, AR, Billing, Grants, Projects, Fixed Assets, Purchasing, Inventory, Budget, Utilities, Human Resources, and Payroll). PHASE II 141 No more than three vendors will be short-listed for demonstrations. These demonstrations will last no more than two days each. The demonstrations will be lseld as concurrently as possible (to reduce travel costs). The debrief session will occur soon after the last demonstration. 151 GFOA will not attend site visits. 161 Discovery sessions will be held on back-to-back days—one day for each of (he two vendors identified for further consideration after demonstrations. 171 One trip for a total of six days on site (for demonstrations) and one trip at two days (For discovery) are budgeted for this phase. To the extent possible, steering committee meetings will be scheduled while we are on site; otherwise GFOA staff would be pleased to participate through conference calls. 13 C-1 Agree neut between lndlan River Coutgv Clerk of else Circuit Court, FL and Ilse G OA F. Project Timeline As you know, the risk inherent to an enterprise system implementation is great. Public and private sector organizations across the globe have struggled snaking their projects a success..A major way governments can reduce the risk of implementation failure is by thoughtfully approaching the development of the RFP, the system selection, and the contracting process. Essentially, a successful implementation begins at the RFP stage. As such, GFOA is proposing a tinxeline that we feel is the most reasonable way to approach the Clerk's system procurement. Timeline May 7, 2001 May 21-22, 2001 Juste 11, 2001 June 25, 2001 July 30, 2001 August 13-24, 2001 September 4-5, 2001 September 6 -October 19, 2001 Milestones Project Initiation Project Plan Established and On -Site Review of RFP Revised Draft of RFP from GFOA Final Draft/Release of RFP --Please f Complete Proposals Due Demonstrations Started and Completed Discovery Started and Completed—Please If Coinplele Parallel Negotiations and Contract Finalization—Phase III Complete 14