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HomeMy WebLinkAbout2009-157 - Swartz ConsultingBILL N0.2009-157 ORDINANCE N0.2009-157 AN ORDINANCE AUTHORIZING THE MAYOR TO SIGN A CONSULTING AGREEMENT WITH SWARTZ CONSULTING, LLC TO PROVIDE PROJECT MANAGEMENT SERVICES FOR NETWORK REARRANGEMENT BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: (1) The Mayor is hereby authorized to sign in behalf of the City the attached consulting agreement with Swartz Consulting, LLC. (2) This ordinance shall be in full force and effect immediately upon passage. ADOPTED AND APPROVED by the Board of Aldermen and Mayor of the City of Riverside, Missouri, this 17`h day of November, 2009. APPR VED: MA OR ATT C' Clerk CONSULTING AGREEMENT 1. Parties CONSULTING AGREEMENT made this 30'" day of October, 2009 between Swartz Consulting, LLC a Kansas Limited Liability Company ("SC, LLC"), having its principal place of business at 15301 W. 87"' Pazkway and City of Riverside a Missouri organization ("Client"), having its principal place of business at 2950 N.W. Vivion Road, Riverside, MO 64150 (hereinafter referred to as "Client"). 2. Statement of Services (a) Scope of Agreement. This Agreement contains the entire agreement and understanding with respect to the subject matter hereof and supersedes all prior agreements, proposals, negotiations, or other correspondence, whether written or oral relating to the provision of services by SC, LLC to Client. In the event of any conflict between the provisions of Appendix A and the provisions of this Agreement, the provisions of the Appendix A shall prevail. (b) Scope of Work. Subject to the following terms and conditions, SC, LLC shall provide consulting services in accordance with Appendix A, agreed to between the parties (the "Work"). The Appendix shall be executed on behalf of each of the parties. (c) Client Responsibility. Client shall appoint a Technical Representative for the Work to be performed under each Task Otder to provide the technical direction and approval of the Work. Client agrees to provide suitable work space, computers, equipment, and all technical or other information required by SC, LLC to perform its services as described in such Task Order. 3. Payment (a) Fee Basis. All Work performed by SC, LLC shall be rendered on a fee basis for the work described in Appendix A, Scope of Work, for the Needs Analysis, Request for Proposal, and Proposal Evaluation phases of the project. If Client requests SC, LLC to perform project management functions, this will be performed on a fee basis or may be rendered on a time and materials basis. Client will pay SC, LLC for the services performed under this Agreement in the amounts specified in the payment provision(s) contained in Appendix A. (b) Invoices. Invoices shall be rendered to Client after the performance of the Work as stated in Appendix A. Payment shall be made by Client to SC, LLC within thirty (30) days from the date of each Invoice. (c) Applicable Taxes. Charges by SC, LLC do not include any state or federal sales, use, excise, personal property, or other similaz taxes, all of which shall be charges to and paid by Client. (d) Out-af-Pocket Expenses. Reasonable out-of-pocket expenditures incured by SC, LLC shall be paid by Client. Such expenditures shall be approved in advance by Client. (e) Accounting Records. SC, LLC will maintain complete and accurate accounting records, in a form in accordance with its standard practices, and shall retain such records for a period of one (1) yeaz from date of fural payment for work performed. 4. Confidentiality (a) Definition of "Confidential Information." The term "Confidential Information" shall mean matters relating to Client's business activities that are in a written form cleazly marked "Confidential", except such information which: (i) was previously known to SC, LLC, (ii) is generally available to the public, or (iii) is subsequently disclosed to SC, LLC by a third party who is not under any obligation to Client. (b) Standard of Care. SC, LLC shall use its best efforts to hold all Confidential Information in confidence for Client. Upon termination of this Agreement, SC, LLC will deliver to Client all Client materials containing Confidential Information or make such other reasonable disposition of such materials as Client may direct. 5. Proprietary Rights (a) Client Property. Any programs, data, or other materials famished by Client for use by SC, LLC in connection with the services performed under this Agreement shall remain the sole property of Client. All such materials shall be returned to Client upon receipt by SC, LLC of the final payment for all Work performed under the Task Order(s). (b) SC, LLC Property. Any ideas, concepts, know-how, techniques, or sequences, developed during the course of this Agreement by SC, LLC, or jointly by SC, LLC and Client, shall be the exclusive property of SC, LLC. 6. Warranty of Performance (a) Standard of Performance. SC, LLC shall exercise reasonable efforts to perform the Work in accordance with the scope set forth in Appendix A. (b) Disclaimer of Implied Warranties. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OF IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IIviPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7. Term, Termination (a) Commencememt Date. This Agreement becomes effective on the date accepted by SC, LLC. (b) Termination. Unless otherwise provided in a Task Order, either party may terminate this Ageement upon not less than thirty (30) days prior written notice to the other. Termination of this Ageement shall constitute termination of all subsequent Task Orders. 8. Independent Contractors (a) Independent Contractors, in the performance of this Ageement, SC, LLC is acting as an independent contractor and not as an employee or agent of Client. 9. Non-Solicitation During the term of this Ageement and for the twelve (12) month period following its termination, Client agees not to directly or indirectly solicit, offer employment, employ, or retain as a consultant any employee or consultant who was associated with the performance of any Work under this Agreement, unless Client agees to pay SC, LLC a fee equal to 30% of the employee or consultant's compensation from Client for the first twelve (12) months of employment or contracting. 10. Liability (a) Limitation of Liability. IN NO EVENT WILL SC, LLC BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF CLIENT'S USE OR INABILITY TO USE THE RESULTS OF THE WORK RENDERED HEREUNDER, EVEN IF SC, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) Time Limitation. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS OCCURRED, EXCEPT THAT AN ACTION FOR NON-PAYMENT MAY BE BROUGHT WITHIN TWO (2) YEARS OF THE DATE OF LAST PAYMENT. 11. General Provisions (a) Exclusive Remedies. Client's remedies in this Ageement aze exclusive. (b) Entire Agreement/Assigoment. This Ageement: (i) is the complete and exclusive statement of the ageement between the parties and supersedes all oral, written, and other communications between the parties relating to the subject of this Ageement; and (ii) may not be assigned, sublicensed, or otherwise transferred by Client without the prior written consent of SC, LLC. (c) Governing Law. This Agreement shall be governed by the laws of the State of Kansas. (d) Severability. The failure by either party at any time to require performance of the other party of any provision of this Ageement shall in no way affect the right of such party thereafter to enforce the same or any other provision, nor shall the waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach, or as a waiver of the provision itself. (e) Titles. The section headings in this Ageement aze for convenient reference only and shall be given no substantive or interpretive effect. (~ Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, ceRified mail, return receipt requested: (1) To SC, LLC: Mrs. Melissa Swartz, Managing Member Swartz Consulting, LLC 15301 W. 8T" Parkway Lenexa, KS 66219 (2) To CLIENT: and/or to such other person(s) and address(es) as either party shall have specified in writing to the other. IN WITNESS WHEREOF, the parties hereto have executed this Ageement by their duly authorized representatives. SWARTZ CONSULTING, LLC CLIENT /~ By: t~i;yaJi~ By: 2 Melissa Swartz 1VIQntz~w, Mt:mlctw Title'I,23-09 Title ~ / _Q Date D-ate Appendix A Scope of Work Anew telecommunications system gives organizations the chance to improve productivity and, in some cases, decrease expenses. However, new capabilities can be expensive and many should only be deployed to users who will take advantage of them. We have a four step process that ensures that the new system selected will provide the features and functionality that are needed, but without needless expense. We then ensure that the implementation process, including the contract and the system installation, follows through on the promises made during the sale. Needs Analysis In this phase, we will determine the current needs of your users, and explore anticipated future needs. We will use our findings as the basis for creating an RFP. The steps in this process are: Gather information on your current system and network configuration. This information will be gathered through discussions with the City of Riverside's personnel and site visits, as well as existing records. Conduct interviews with key staff representatives. During these interviews, we will be looking for information regarding the communications needs of the City of Riverside's personnel. We want to know what they like about the current system, and what they do not like, and what they would like to be able to do in a pertect world. Our focus will be on business processes, rather than equipment or features. We will provide examples of the newest features and capabilities available (in generic terms) and will discuss possible uses in your organization. We will specifically be looking for ways to improve service, speed information transfer, and improve productivity cost effectively. We expect to obtain most of the information needed about the daily operation of the current system, and the required functionality, from the telecommunications/IT staff members. After we have established the business needs, we can then determine which equipment and features should be included in the RFP. Review existing equipment rooms and cabling and evaluate adequacy for meeting future needs. Review the data network topography and determine it's suitability for supporting IP telephony, if desired. Document our findings with a written list of the needs assessed during the interviews, as well as anticipated challenges relating to cabling and infrastructure (if any). Present and confirm our findings with City of Riverside. Request for Proposal (RFP) Based on the findings of the needs assessment, we will create a Request for Proposal (RFP) that specifies a system to meet the requirements of your organization. After the RFP is approved and issued, we recommend that a bidders conference be held (either on site or via conference call) to ensure that all vendors have seen the site and that initial questions are answered. The steps in this phase include: • Develop technical specifications for the City of Riverside's requirements. Prepare an RFP that will define the system requirements (including features, phone counts, incoming lines, etc.). In addition, the RFP will include sections that outline the City of Riverside's expectations for installation quality, testing procedures, time frames, service response levels, terms and conditions, testing requirements, system acceptance criteria, and ongoing system support. Our goal is to create an RFP that clearly states your unique needs, and that is comprehensive enough to protect your interests after you obtain a new system. • Submit the RFP to City of Riverside for approval, and modify as needed. • Provide list of recommended vendors to receive RFP, if a list is not already in place. • Issue the RFP to prospective bidders via email, prior to Bidder's conference, allowing vendors to examine the specifications and prepare questions for the meeting. • Conduct Bidders' Conference that goes over bid specifications and answers vendor questions. This conference allows all vendors to hear the same explanations and answers to questions, keeping the process as fair as possible. Provide walk through of the City of Riverside's premises as required by vendor installation personnel. • Issue addendums or clarifications to RFP as needed. • Answer vendor questions regarding RFP, as necessary. Notify all vendors in writing of all questions and answers. Proposal Evaluation and Vendor Selection Once the vendors submit their proposals, they must be evaluated. This process can be complex and time consuming, and the amount of information that must be evaluated can be overwhelming. In addition, it is difficult to tell if each proposal is compliant with the RFP, and if the systems are consistently engineered. We evaluate the proposals and present a written comparison of our findings. Often, we narrow the field to the top two to three proposals, then dig deeper on those. This could include attending vendor presentations along with our client. These sessions provide a much better feel for the operation of the proposed system and the culture of the proposing vendor. The additional information is compared and the new system is selected. We work with our clients to arrive at the decision that is the best for their situation. In most cases, we provide information on system operation, and various pros and cons, and our client decides which factors are most important to them. This phase includes the following activities: • Evaluation of the RFP responses received. We will evaluate each proposal to ensure that the system will meet all requirements specified. We will note differences in system capabilities and features available. Vendor responses will be adjusted as necessary to allow for equal comparison of each proposal. For example, if equipment is left out of one proposal, the cost will be added back in so that no vendor's price is artificially low. We will compare exact equipment listings to ensure that all vendors are providing comparable configurations. • We will ask follow up questions to the vendors to clarify information provided and obtain further information as needed. • Incases where it is appropriate, we will attend the vendor presentations that demonstrate the system and the vendor's capabilities. • We will provide a recommendation on the vendor/system that best meets the City of Riverside's requirements, based on the City of Riverside's criteria. Responses will be ranked based on the City of Riverside's criteria. A written comparison of all proposals will be provided, with information regarding the technical aspects of the proposals, as well as a complete pricing comparison for anticipated costs for a five year period. • Assist City of Riverside in negotiating an acceptable contract with the selected vendor. This is a very important, but often overlooked, part of the process. We are not a substitute for proper legal counsel; however, we are experienced in conVact negotiations and will provide assistance from a technical perspective. We have reviewed many vendor contracts, and know which terms and conditions are slanted to give the vendor the upper hand in the final contract. We can assist with our knowledge of common language in vendor contracts, and by knowing which items are negotiable, and what to ask for. Project Management Swartz Consulting, LLC offers a complete project management service which will ensure that your new system is installed so that it meets your needs and expectations, as well as the terms and conditions of your contract with the vendor. Telecommunications system installations can be complex and time consuming, and require time and attention from the client as well as the vendor. Our staff has managed the installation of hundreds of systems, and knows what is needed to get a system installed correctly and on time. During this phase, we will ensure that the selected vendor installs the systems and services as contracted for and specified in the RFP. In our experience, we have found that once the sale is made, the people who were involved in that process are replaced by the installation crew who knows nothing about the negotiations or special agreements that were part of the initial process. This often causes issues with the installation, which we will work to prevent. Our services go beyond include installation of just the equipment itself. We manage all aspects of the installation, including phone lines and long distance services, equipment room and power issues, user training, help desk support, and problem resolution. We will ensure that the installation is done properly, and on time. Our role is one of oversight and management, rather than one of actually doing all of the work associated with such a complex project. The telecommunications staff will still have an enormous amount of work to do in support of the project, especially in terms of interfacing with the users and approving the database and floor plans. We do not plan, for example, to sit in on every departmental database meeting; rather, we will ensure that the meetings are set up and are taking place. If there were any problems with the meetings, we would take steps to correct them. Our process includes the steps listed below. • Creation of a time line for the project, listing all of the steps necessary, and assigning responsibility and completion dates for each step. • Hold project kick off meeting with the client and vendor to determine milestone dates for project(s), review the installation plan and time line, communicate responsibilities and expectations. • Ongoing status meetings to verify the progress of the installation, and handle delays and unexpected issues as they arise. • Utilize milestone chart, modified as necessary, to track projects. • Provide City of Riverside with regular project status reports and meeting notes for system installation. • Providing advice and support for system software design. • Participate in meetings to determine key configuration parameters (phone templates, trunking and routing configurations, etc.). • Coordination with local, long distance, data, and other vendors as needed to ensure a coordinated installation of all necessary services • Order tracking and coordination. • Work with City of Riverside and the selected vendor to structure the user training classes in a way that ensures that the proper information is conveyed accurately and effectively, and that handouts and training reflect the particular needs of each client. This may include a preview of the training class where specific items are addressed, when necessary. • Make periodic site inspections to ensure progress of the project and pertormance quality, and to ensure that City of Riverside is indeed getting the products and services they require. • On -site cutover support, as well as the following workday(s), as needed, to oversee quality of the installation, and to ensure that the system is installed properly and that adequate testing has been performed. • Supervision of the vendor help desk, to monitor problems experienced by users and to ensure that no system defects are overlooked. • Supervision and monitoring of the completion of post cutover punch list items. Verification that system acceptance criteria have been met. • Verification of first bill from vendor Project Deliverables and Pricing Need Analysis Report $1,500 (Payment due upon providing report) Written summary of findings, including: • Results of needs assessment interviews with staff and campus representatives This phase includes 5 on-site meetings to establish the needs and requirements, plus 1 additional meeting to review the needs analysis report and make revisions as needed. Request For Proposal $3,200 (Payment due upon providing RFP) A Request for Proposal that defines the needs of the City of Riverside's, including: • System operation and features, including phones, attendant consoles, features and software, voice mail, system administration and management, call accounting, redundancy and survivability, etc. • Installation and Acceptance, including implementation plans, general requirements, cable record and cut sheet requirements, database and training requirements, testing, documentation, and acceptance criteria. • Ongoing Support, including warranty and maintenance requirements. This phases includes the following on-site meetings: 1. A review of the RFP and revisions as needed 2. Bidder's conference and walkthrough Proposal EvaluationNendor Selection Report $4,000 (Payment due upon providing report) An analysis of up to 6 submitted proposals, including: • A report will be provided which will include an evaluation of the proposals that were submitted, with pros and cons of each. • A pricing analysis. • A recommendation concerning the best proposal for the City of Riverside's needs. We will make a presentation of this information to upper management, as necessary. • A list of suggested changes to the selected vendor's standard contract which will make the agreement more fair to both parties. This phases includes the following on-site meetings: 1. One meetings to discuss the proposals and the evaluations 2. Attendance at up to 3 vendor presentations, if needed 3. One meeting to present the recommendation to management, if needed 4. One meeting with the vendor to negotiate the terms and conditions of the contract Project Management (Pricing TBD) We cannot provide an accurate price for project management until we have more information about the complexity of the installation, and the applications to be implemented. Once we have completed the three phases above, we can provide a proposal and scope of work for project management. As an alternative, we often work on an hourly billing basis for project management. Our hourly rate is $100 per hour. The documentation provided during this phase varies according to the individual needs of the project, but often includes: • Project PlanlTimeline • Meeting Notes • Status reports • Copies of all orders placed with various vendors • Documentation as required in the RFP (Typically provided by the vendor, but approved by us) City of Riverside Responsibilities We would need the assistance of the City of Riverside's staff for the following activities: 1. Identifying key stakeholders to meet with, and scheduling participants for on-site meetings with all appropriate internal stakeholders. We may need to ask a staff member questions about issues that are raised in these interviews. A conference room for conducting interviews will also be needed. 2. Provide information on how to contact the existing system vendor and/or manufacturer, if needed. 3. Provide information on existing procedures, policies, and system design. 4. Share existing documentation that shows the overall architecture and interaction of the existing systems, as well as call flow diagrams, which can be used to define requirements 5. Showing us the existing equipment rooms, data center, telephone closets, data closets, etc. 6. Showing us the existing cable plant, where feasible. 7. Providing cable diagrams and configuration records far the existing system. 8. Provide information on the existing data network architecture. 9. Review and comment on the needs assessment report. 10. Review and comment on the RFP. Review and comment on the vendor comparison and recommendation. We agree to the scope of work described above, and agree to pay for the services described at the rate stated above. SWARTZ CONSULTING, LLC CITY of VERSIDE By: ~/.fdar~ ~7l By. , Melissa Swartz Mana in Member Title il -23-(~y Date `~~/~~ Title Date ~~-/~~~