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V � 4646 Dakota Street SE
Prior Lake_ MN 55372
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CITY COUNCIL AGENDA REPORT
MEETING DATE: APRIL 8, 2013
AGENDA #: 10B
PREPARED BY: JERILYN ERICKSON, FINANCE DIRECTOR
JANE KANSIER, ASSISTANT CITY MANAGER
PRESENTED BY: JERILYN ERICKSON
AGENDA ITEM: CONSIDER APPROVAL OF RESOLUTION APPROVING A PROFESSIONAL
SERVICES AGREEMENT FOR AN ENTERPRISE RESOURCE PLANNING
(ERP) SOFTWARE SELECTION CONSULTANT AND AN AMENDMENT TO
THE 2013 GENERAL FUND BUDGET
DISCUSSION: Introduction
The purpose of this item is to approve a Professional Services Agreement for an
Enterprise Resource Planning (ERP) Software consultant. This consultant will
review the City's existing financial software and resources, and will review the
current City processes. The consultant will then prepare a Request for Proposal
(RFP) for the ERP, and guide the City through the selection process.
H isto
The software currently used to track the financial activities of the City is United
Software Technology (UST) which was acquired around 1984. The software is
very limited on its functionality and its expandability to other staff outside of the
Finance Department. The 2030 Vision and Strategic Plan includes the goal:" im-
plement an ERP system that improves the collection, use and reporting of finan-
cial software." The intent was to have a new system installed by June 30, 2013,
but staffing issues and workload have prevented us from meeting that goal.
On November 13, 2012, during the discussion on the 2013 budget and tax levy,
the City Council discussed the resources needed to acquire and implement a
new financial system. The Council agreed an outside consultant should be uti-
lized to develop the RFP for the new system. The Council also agreed outside ,
resources should be used to provide project management services to implement �
the new software system. In both cases, the Council asked staff to bring these �
contracts to them for funding authorization.
On December 10, 2012, the City Council approved a timeline and process for the
acquisition of the financial system. The first step in the timeline is the selection of
the software selection consultant.
Current Circumstances
Staff prepared and released a Request for Proposals (RFP) for the software se-
lection consultant in January, 2013. The proposal outlined the scope of services
as follows:
1. Assess current ERP software system and identify unmet needs as well as
identify future business objectives.
2. Provide functional requirements analysis of all City departments in regards to
new ERP software.
3. Prepare a Request for Proposal for new ERP software and implementation
services that allow for easy comparison between vendors. Core modules
should include General Ledger, Accounts Payable, Accounts Receivable,
Cash Receipts, Purchasing, Budgeting, Project Accounting, Grant Tracking
and Reporting, Capital Assets, Special Assessments, Human Resources and
Payroll.
4. Help guide the City through the ERP software selection process and assist in
identifying risks and potential issues to help the City make best decision.
This may also include facilitation of vendor demonstrations.
5. Prepare a Request for Proposal for Project Management Services to guide
the implementation of the new ERP software.
The consultant is required to deliver the following:
1. Assessment report of current ERP software system.
2. Requirements Analysis report stating functional requirements needed for sys-
tem optimization and for the addition of future modules or systems to inte-
grate with the ERP software system, including an analysis of functional areas
beyond the current modules if they are processes that can be incorporated in-
to a new ERP system such as business licensing, permit tracking, etc.
3. Completed Request for Proposal for a new ERP software system.
4. Evaluation Report with selection recommendation for new ERP Software Sys-
tem. Presentation of the recommendation to the City Council.
5. Completed Request for Proposal for Project Management Services.
6. Weekly progress reports during the project.
The City received proposals from five qualified vendors. All of the proposals
complied with the minimum requirements outlined in the RFP. The following ta-
ble identifies the firms and the cost proposals.
I Firm ;. � �B�s� Pr�+�e��:� �� ���� Proje�t ����� Total Cost = '
' Mana em�nt RF�'
�� ` ,Z�o,��� � �' $29,280 $7,030 $36,310
Ber Diinn $63,275 $9,480 $72,755
S�h��'Q��4�t��lt �_' $92,360 $8,580 $100,940
' ��' �� �� =_
������� Soft�.Reso�rces -�� $97,573 $9,425 $106,998
����� :RNRC4rtsultin ; $91,805 $18,690 $110,495
A committee consisting of four City staff and a member of the Communications
and Technology Advisory Committee interviewed the five vendors and evaluated
their proposals based on cost, value/fit, vendor profile, and interview/references.
The purpose of this process is to select the firm that will provide the most value to
the City, not just in terms of costs, but in the services provided. All of the firms
interviewed were highly qualified; however, following the oral interviews, the se-
lection committee eliminated three firms, Schafer Consulting, Soft Resources and
�
RNR Consulting, primarily because of the cost of their proposals in relation to the
tasks they proposed to accomplish compared to the other proposers.
There are advantages and disadvantages in any decision. Below are some other
pros and cons for each firm.
; t �;Pros : �ons
����Ber �t�rin ��� • The fee is a"not to exceed" •� The fee is higher than the
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amount, meaning there will be lowest proposal
no surprise additions • Not as dynamic as Zco
' • Proposal included specific cost
breakdown and hourly rates
• There is no cost for travel
• The proposed work plan is very
specific
� .
• Clients, both current and within
; the last five years include mu-
nicipalities similar in size to
Prior Lake
; `• The quality of the sample work
product was well done and very
professional
• The company has a CPA
backbone
; , • There are several resources
within the company in addition
to the assi ned staff
Zca • The fee is the lowest • The proposal puts more em-
• The company representative phasis on facilitation of the
was dynamic process than on analysis of
` • Many large city clients the City's needs
'� �� The firm expertise focuses on
.
management consultation ra-
�� ther than a CPA background
• Lesser quality proposal
• Reliance on other consultants
The selection committee was impressed by the quality of the Berry Dunn pro-
posal and work samples. Berry Dunn had a good grasp of the project, and the
hours proposed for each segment seem appropriate. They have a great deal of
experience with public sector clients, including municipalities similar in size to
Prior Lake. Our reference checks reveal very high marks in the work they have
completed for comparable communities with a comparable project. The cost pro-
posal is appropriate given the detailed steps proposed, hours to be invested and
work products to be delivered. The proposed cost is a not-to-exceed price.
Conclusion
Staff recommends entering into the City's professional services agreement with
Berry Dunn to provide the services as outlined in the RFP.
A copy of the partially-executed professional services agreement is attached to
this agenda report.
ISSUES: As the City Council is aware, under State Statute, the selection of a consulting
firm of this sort is considered a professional service. Accordingly, criteria in addi-
tion to cost are considered. In this instance there were numerous categories of
evaluation.
The selection committee members were asked to rank each of the consultants on
a scale of 1-5, with 1 being the best and 5 being the lowest. The scores in each
category for all five evaluators were then added together, and a final total score
was determined for each consultant. Because we used a ranking system rather
than a points system, the lower scores indicate a higher ranking.
The matrix below identifies the categories and the numerical score given to each
finalist. We will be glad to further articulate the rationale which was used for
each ranking.
_ _
_ _ _
Ventlor
V�r�dt�rt Cost ;; Ya1ue���t , t,���`�Pr��le , Interv�ew/l�e# Total
ZCO �': 6 22 23 19 70
Se� � ' 9 5 5 5 24
,$p��' ; 24 13 13 13 63
Resources '
����f��' '� ,�' ,� 15 22 18 22 77
CQnsultir�
:RNR ` 21 13 18 16 68
i�on�Ui�ti�t !
Berry Dunn was the highest ranking firm in all categories but the cost category.
With this ranking in mind, staff called several Berry Dunn clients, both past and
present, for references. All spoke very highly of the firm, and were very pleased
with the effort, work product and the outcome.
Proiect Manacaement RFP
The RFP includes preparation of a Request for Proposal for Project Management
Services to guide the implementation of the new ERP software. The original in-
tent was to have this vendor prepare that RFP and to select a new vendor for the
project management services. However, as we reviewed the proposals and in-
terviewed the various firms, we concluded there might be some advantage, both
financially and procedurally, to utilize the initial firm as the ultimate project man-
ager.
We have now included preparation and selection of the Project Management
Services RFP as an optional portion of the contract. In this way, we can choose
to prepare the RFP on our own and allow the selected consultant to compete for
the contract.
FINANCIAL The cost for the software selection consultant was not included in the 2013
IMPACT: budget. The Council had directed staff to bring a contract to them and funding
would be authorized at that time, presumably using General Fund reserves.
The 2013-2017 Capital Improvement Plan reflects an estimated cost of $350,000
for acquisition of the core modules of a financial system, although the exact cost
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will not be known until we receive bids in the future. The core financial system
would include the following modules: General Ledger, Accounts Payable, Ac-
counts Receivable, Cash Receipts, Purchasing, Budgeting, Project Accounting,
Grant Tracking and Reporting, Capital Assets, Special Assessments, Human Re-
sources and Payroll.
This estimated cost did not include contracted services for the software selection
consultant or project management.
ALTERNATIVES: 1. Motion and second to adopt a resolution selecting Berry Dunn as the software
selection consultant, approving an amendment to the 2013 General Fund
budget to expend up to $72,755 for this purpose and authorizing the Mayor
and City Manager to execute the City's standardized professional services
agreement.
2. Direct the staff to prepare additional information for City Council consideration
at a future meeting.
RECOMMENDED 1. Alternative 1.
MOTION:
;
O .� PRIp�
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4646 Dakota Street SE
`�INxsso'��` Prior Lake, MN 55372
RESOLUTION 13-xxx
A RESOLUTION SELECTING BERRY DUNN AS THE CITY'S ENTERPRISE RESOURCE
PLANNING (ERP) SOFTWARE SELECTION CONSULTANT, AUTHORIZING AN AMENDMENT TO THE
2013 GENERAL FUND BUDGET, AND AUTHORIZING THE MAYOR AND CITY
MANAGER TO EXECUTE THE AGREEMENT
Motion By: Second By:
WHEREAS, The City of Prior Lake's current financial system was installed in approximately 1984, and the
City is seeking to uptlate this system; and
WHEREAS, The City requires assistance from an outside consultant to review the City's existing financial
software and resources, and the current City processes, and to prepare a Request for
Proposal (RFP) for the ERP, and to guide the City through the selection process; and
WHEREAS, The City seeks to provide the highest quality service for the best value; and
WHEREAS, The City of Prior Lake solicited "Requests for Proposals" for professional services on the
League of Minnesota Cities Website and via direct mailings; and
WHEREAS, The City received and reviewed five proposals, conducted oral interviews, contacted
references and recommends that the firm of Berry Dunn McNeil and Parker, LLC, be hired to
provide professional services for an ERP software selection consultant.
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE,
MINNESOTA as follows:
1. The recitals set forth above are incorporated herein.
2. Berry Dunn McNeil and Parker, LLC, is hereby authorized to provide professional services for the City
of Prior Lake for software selection consultant services in the maximum amount of $72,755.00.
3. The Mayor and City Manager are authorized to execute the City's Standardized Professional Services
Agreement with Berry Dunn McNeil and Parker, LLC, on behalf of the City.
4. The 2013 General Fund Budget is amended to reflect the $72,755 professional service expenditure.
5. Funding for these professional services will be General Fund reserves.
PASSED AND ADOPTED THIS 8T" DAY OF APRIL 2013.
YES NO
Hedber Hedber
Keene Keene
McGuire McGuire
Morton Morton
Souku Souku
Frank Boyles, City Manager
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Prio�• Lake. N1N 553�2
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STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made on / SY day of April, 2013, between the City of Prior Lake, Minnesota
(hereinafter "City"), whose business address is 4646 Dakota St. SE, Prior Lake, MN 55372, and Berry
Dunn McNeil & Parker, LLC a Maine corporation (hereinafter "Consultant") whose business address is
100 Middle Street, Portland, ME 04104.
PRELIMINARY STATEMENT
The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of
professional services for City projects. That policy requires that persons, firms or corporations providing
such services enter into written agreements with the City. The purpose of this agreement is to set forth
the terms and conditions for professional services Consultant will provide in connection with the
Enterprise Resource Planning (ERP) Software Selection Consulting Services hereinafter referred to as
the "Work".
The City and Consultant agree as follows:
1. Scope of Work. The Consultant agrees to provide the professional services described in Exhibit '
"A" hereinafter °the Work." The preparation of an RFP for Project Management Services will be
considered an optiona{ service.
2. Time for Performance of Services. The Consultant shall perform the services described in
Paragraph 1 according to the schedule identified in Exhibit A.
3. Compensation for Services. City agrees to pay the Consultant up to $63,275 for the services as
described in Paragraph 1(and Exhibit A).
A. Any changes in the scope of the Work which may result in the compensation due the
Consultant shall require prior written approval by an authorized representative of the City
or by the City Council. The City will not pay additional compensation for services that do
not have prior written authorization.
B. Special Consultants may be utilized by the Consultant when required by the complex or
specialized nature of the Project and with prior authorization in writing by the City.
C. City agrees to pay Consultant for extra services by the Consultant or Special Consultants
with prior authorization in writing by the City.
D. Optional services: preparation of RFP, evaluation, reference checks, selection and
contract negotiation for Project Management Services will be at an additional, not to
exceed cost of $9,480.
Phone 952.447.9800 / Fax 952.447.4245 / www citvofnriorlake.com
4. The City agrees to provide the Consultant with the complete information concerning the Scope of
the Work.
5. Method of Payment. The Consultant shall submit invoices to the City, on a monthly basis,
itemized bills for professional services performed under Section 4 of this Agreement. Bills
submitted shall be paid in the same manner as other claims made to the City.
6. Project Manager and Staffing. The Consultant has designated Chad Snow and Seth Hedstrom
to serve on the Project. They shall be assisted by other staff inembers as necessary to facilitate
the completion of the Project in accordance with the terms established herein. Consultant may
not remove or replace Chad Snow and Seth Hedstrom, from the Project without the approval of
the City.
7. Standard of Care. Standard of Care. Consultant shall exercise the same degree of care, skill
and diligence in the performance of its services as is ordinarily exercised by members of the
profession under similar circumstances in Scott County, Minnesota. Consultant shall be liable to
the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or
damages proximately caused by Consultant's breach of this standard of care. Consultant shall
put forth reasonable efforts to complete its duties in a timely manner. Consultant shall not be
responsible for delays caused by factors beyond its control or that could not be reasonably
foreseen at the time of execution of this Agreement. Consultant shall be responsible for costs,
delays or damages arising from unreasonable delays in the performance of its duties.
8. Audit Disclosure, The Consultant shall allow the City or its duly authorized agents reasonable
access to such of the Consultant's books and records as are pertinent to all services provided
under this Agreement. Any reports, information, data, etc. given to, or prepared or assembled by,
the Consultant under this Agreement which the City requests to be kept confidential shall not be
made available to any individual or organization without the City's prior written approval. All
finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs,
and reports prepared by the Consultant shall become the property of the City upon termination of
this Agreement, but Consultant may retain copies of such documents as records of the services
provided.
9. Term. The term of this Agreement shall be from April through September, 2013, the date of
signature by the parties notwithstanding. This Agreement may be extended upon the written
mutual consent of the parties for such additional period as they deem appropriate, and upon the
terms and conditions as herein stated. If however, the City terminates the Agreement because the
Consultant has failed to perForm in accordance with this Agreement, no further payment shall be
made to the Consultant, and the City may retain another consultant to undertake or complete the
work identified in Paragraph 1.
10. Terminafion. This Agreement may be terminated by either party by seven (7) days' written notice
delivered to the other party at the address written above. Upon termination under this provision if
there is no fault of the Consultant, the Consultant shall be paid for services rendered and
reimbursable expenses until the effective date of termination.
11. Independent Consultanf. At all times and for all purposes herein, the Consultant is an
independent contractor and not an employee of the City. No statement herein shall be construed
so as to find the Consultant an employee of the City.
12. Non-Discrimination. During the performance of this Agreement, the Consu�tant shall not
discriminate against any employee or applicants for employment because of race, color, creed,
religion, national origin, sex, marital status, status with regard to public assistance, disability, or
age. The Consultant shall post in places available to employees and applicants for employment,
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notices setting forth the provision of this non-discrimination clause and stating that all qualified
applicants will receive consideration for employment. The Consultant shall incorporate the
foregoing requirements of this paragraph in all of its subcontracts for program work, and will
require atl of its subcontractors for such work to incorporate such requirements in all subcontracts
for program work. ,
13. Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without I
the prior written consent of the other party.
14. Services Not Provided For. No claim for services furnished by the Consultant not specifically
provided for in Exhibit A shall be honored by the City.
15. Severability. The provisions of this Agreement are severable. If any portion hereof is, for any
reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not
affect the remaining provisions of this Agreement.
16. Entire Agreement. The entire agreement of the parties is contained herein. This Agreement
supersedes all oral agreements and negotiations between the parties relating to the subject
matter hereof as well as any previous agreements presently in effect between the parties relating
to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions
of this Agreement shall be valid only when expressed in writing and duly signed by the parties,
unless otherwise provided herein.
17. Compliance with Laws and Regu/ations. In providing services hereunder, the Consultant shall
abide by all statutes, ordinances, rules and regulations pertaining to the provisions of services to
be provided. The Consultant and City, together with their respective agents and employees, agree
to abide by the provisions of the Minnesota Data Practices Act, Minnesota Statutes Section 13, as
amended, and Minnesota Rules promulgated pursuant to Chapter 13. Any violation of statutes,
ordinances, rules and regulations pertaining to the senrices to be provided shall constitute a
material breach of this Agreement and entitle the City to immediately terminate this Agreement.
18. Waiver. Any waiver by either party of a breach of any provisions of this Agreement shall not
affect, in any respect, the validity of the remainder of this Agreement.
19. lndemnification. Consultant agrees to defend, indemnify and hold the City, its officers, and
employees harmless from any liability, claims, damages, costs, judgments, or expenses, including
reasonable attorney's fees, resulting directly or indirectly from a negligent act or omission
(including without limitation professional errors or omissions) of the Consultant, its agents,
employees, or subcontractors in the performance of the services provided by this Agreement and
against all losses by reason of the failure of said Consultant fully to perForm, in any respect, all
obligations under this Agreement.
20. Insurance.
A. General Liability. Prior to starting the Work, Consultant shall procure, maintain and pay
for such insurance as will protect against claims for bodily injury or death, or for damage
to property, including loss of use, which may arise out of operations by Consultant or by
any subcontractor or by anyone employed by any of them or by anyone for whose acts
any of them may be liable. Such insurance shall include, but not be limited to, minimum
coverages and limits of liability specified in this Paragraph, or required by law. The
policy(ies) shall name the City as an additional insured for the services provided under
this Agreement and shall provide that the ConsultanYs coverage shall be primary and
noncontributory in the event of a loss.
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B. Consultant shall procure and maintain the foliowing minimum insurance coverages and
limits of liability on this Project:
Worker's Compensation Statutory Limits
Employer's Liability $500,000 each accident
$500,000 disease policy limit
$500,000 disease each employee
Comprehensive General
Liability $1,500,000 property damage and bodily injury per
occurrence
$2,000,000 general aggregate
$2,000,000 Products — Completed Operations
Aggregate
$100,000 fire legal liability each occurrence
$5,000 medical expense
Comprehensive Automobile
Liability $1,000,000 combined single limit each accident (shall
include coverage for all owned, hired and non-owed
vehicles.
Umbrella or Excess Liability $1,000,000
C. The Comprehensive General/Commercial General Liability policy(ies) shall be
equivalent in coverage to ISO form CG 0001, and shall include the following:
a. Premises and Operations coverage with no explosions, collapse, or underground
damage exclusion (XCU).
b. Products and Completed Operations coverage. Consultant agrees to maintain
this coverage for a minimum of two (2) years following completion of its work.
Said coverage shall apply to bodily injury and property damage arising out of fhe
products-completed operations hazard.
c. Personal injury with Employment Exclusion (if any) deleted.
d. Broad Form CG0001 0196 Contractual Liability coverage, or its equivalent.
e. Broad Form Property Damage coverage, including completed operations, or its
equivalent.
f. Additional Insured Endorsement(s), naming the "City of Prior Lake" as an
Additional Insured, on ISO form CG 20 10 07 04 or such other endorsement
form as is approved by the City.
g. If the Work to be performed is on an attached community, there shall be no
exclusion for attached or condominium projects.
h. "Stop gap" coverage for work in those states where Workers' Compensation
insurance is provided through a state fund if Employer's liability coverage is not
available.
i. Severability of lnsureds provision.
D. Professional Liability Insurance. The Consultant agrees to provide to the City a
certificate evidencing that they have in effect, with an insurance company in good
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standing and authorized to do business in Minnesota, a professional liability insurance
policy. Said policy shall insure payment of damage for legal liability arising out of the
performance of professional services for the City. Said policy shall provide an
aggregate limit of $2,000,000. Said policy shall not name the City as an insured.
E. Consultant shall maintain in effect all insurance coverages required under this
Paragraph at Consultant's sole expense and with insurance companies licensed to do
business in the state in Minnesota and having a current A.M. Best rating of no less than
A-, unless specifically accepted by City in writing. In addition to the requirements stated
above, the following applies to the insurance policies required under this Paragraph:
a. All policies, except the Professional Liability Insurance policy, shall be written on
an "occurrence" form ("claims made" and "modified occurrence" forms are not
acceptable);
b. All policies, except the Professional Liability Insurance policy, shall be apply on a
"per project" basis;
c. All policies, except the Professional Liability Insurance and Worker's
Compensation Policies, shall contain a waiver of subrogation naming "the City of
Prior Lake";
d. All policies, except the Professional Liability Insurance and Worker's
Compensation Policies, shall name "the City of Prior Lake" as an additional
insured;
e. All policies, except the Professional Liability Insurance and Worker's
Compensation Policies, shall insure the defense and indemnity obligations
assumed by Consultant under this Agreement; and
f. All po(ices shall contain a provision that coverages afforded there under shall not
be canceled or non-renewed, nor shall coverage limits be reduced by
endorsement, without thirty (30) days prior written notice to the City. '
A copy of the Consultant's Certificate of Insurance which evidences the
compliance with this Paragraph 20, must be filed with City prior to the start of
Consultant's Work. Upon request a copy of the ConsultanYs insurance declaration
page, Rider and/or Endorsement, as applicable shall be provided. Such documents �
evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory
evidence that Consultant has complied with all insurance requirements. Renewal
certificates shall be provided to City prior to the expiration date of any of the required
policies. City will not be obligated, however, to review such Certificate of Insurance, !,
declaration page, Rider, Endorsement or certificates or other evidence of insurance, or
to advise Consultant of any deficiencies in such documents and receipt thereof shall not
relieve Consultant from, nor be deemed a waiver of, City's right to enforce the terms of
Consultant's obligations hereunder. City reserves the righf to examine any policy ;
provided for under this paragraph. '
F. Effect of Consultant's Failure to Provide Insurance. If Consultant fails to provide the
specified insurance, then Consultant will defend, indemnify and hold harmless the City, the ,
City's officials, agents and employees from any loss, claim, liability and expense (including ;
reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the
same protection as would have been provided by the specified insurance. Except to the �
extent prohibited by law, this indemnity applies regardless of any strict liability or
negligence attributable to the City (including sole negligence) and regardless of the extent
to which the underlying occurrence (i.e., the event giving rise to a claim which would have
been covered by the specified insurance) is attributable to the negligent or otherwise
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wrongful act or omission (including breach of contract) of Consultant, its subcontractors,
agents, employees or delegates. Consultant agrees that this indemnity shall be construed
and applied in favor of indemnification. Consultant also agrees that if applicable law limits
or precludes any aspect of this indemnity, then the indemnity will be considered limited
only to the extent necessary to comply with that applicable law. The stated indemnity
continues until all applicable statutes of limitation have run. ,
If a claim arises within the scope of the stated indemnity, the City may require Consultant
to:
a. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing
performance of the indemnity obligation; or '
b. Furnish a written acceptance of tender of defense and indemnity from Consultant's
insurance company.
Consultant will take the action required by the City within fifteen (15) days of receiving
notice from the City.
21. Records Access. The Consultant shall provide the City access to any books, documents,
papers, and records which are directly pertinent to the specific contract, for the purpose of making
audit, examination, excerpts, and transcriptions, for three years after final payments and all other
pending matters related to this contract are closed.
22. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in
connection with the performance of the Agreement ("Information") shall become the property of
the City. The City may use the Information for its purposes and the Contractor also may use the
Information for its purposes. Reuse of the Information for the purposes of the project '
contemplated by this Agreement ("Project") does not relieve any liability on the part of the
Contractor, but any reuse of the Information by the City or the Contractor beyond the scope of the '�
Project is without liability to the other, and the party reusing the Information agrees to defend and j
indemnify the other from any claims or liability resulting therefrom. I
23. Subcontractor. The Consultant shall not enter into subcontracts for services provided under I '
this Agreement except as noted in the Scope of Work, without the express written consent of
the City. The Consultant shall pay any subcontractor involved in the perfarmance of this
Agreement within the ten (10) days of the Consultant's receipt of payment by the City for '�
undisputed services provided by the subcontractor. If the Consultant fails within that time to ',
pay the subcontractor any undisputed amount for which the Consultant has received payment I
by the City, the Consultant shall pay interest to the subcontractor on the unpaid amount at the �,
rate of 1.5 percent per month or any part of a month. The minimum monthly interest penalty
payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than
$100, the Consultant shall pay the actual interest penalty due to the subcontractor. A
subcontractor who prevails in a civil action to collect interest penalties from the Consultant shall
be awarded its costs and disbursements, including attorney's fees, incurred in bringing the
action.
24. Dispute Resolution/Mediation. Each dispute, claim or controversy arising from or related to this
Service Agreement or the relationships which result from this Agreement shall be subject to
mediation as a condition precedent to initiating arbitration or legal or equitable actions by either
party. Unless the parties agree otherwise, the mediation shall be in accordance with the ;
Commercial Mediation Procedures of the American Arbitration Association then currently in effecf. !
A request for mediation shall be filed in writing with the American Arbitration Association and the ;
other party. No arbitration or legal or equitable action may be instituted for a period of 90 days �
from the filing of the request for mediation unless a longer period of time is provided by agreement
of the parties. Cost of inediation shall be shared equally between the parties. Mediation shall be
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held in the City of Prior Lake unless another location is mutually agreed upon by the parties. The
parties shall memorialize any agreement resulting from the mediation in a Mediated Settlement
Agreement, which Agreement shall be enforceable as a settlement in any court having jurisdiction
thereof.
25. Conflicts. No salaried officer or employee of the City and no member of the City Council of the
City shall have a financial interest, direct or indirect, in this Contract. The violation of this
provision renders the Contract void. Any federal regulations and applicable state statutes shall
not be violated.
26. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall
be considered an original.
27. Entire Agreement. This Agreement constitutes the entire agreement of the parties and
supersedes all prior communications, understandings and agreements relating to the subject
matter hereof, whether oral or written.
28. Governing law. This Agreement shall be contralled by the laws of the State of Minnesota. '
Executed as of the day and year first written above.
City of Prior Lake
Kenneth L. Hedberg, Mayor
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Frank Boyles, City Manager !
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Berry Dunn McNeil & Parker LLC I
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Exhibit "A" — City of Prior Lake, Minnesota, Request for Proposals for Enterprise Resource Planning
Software Selection Consultant
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City of Prior Lake
Minnesota
Request for Proposals
Enterprise Resource Planning Software Selection Consultant
Jerilyn Erickson
Finance Director
4646 Dakota Street SE
Prior Lake, Minnesota 55372
952-447-9841
jerickson@cityofpriorlake.com
PROPOSALS MUST BE RECEIVED BY
1:00 PM (CST), WEDNESDAY, FEBRUARY 20, 2013
t
introduction
Request for Proposals (RFP)
The City of Prior Lake (City), Minnesota is seeking proposals from qualified individuals
and business entities that have specific experience in the areas of Enterprise Resource
Planning (ERP) Software selection in the public sector and are interested in providing
ERP advisory services to the City.
Minimum Qualifications
To be a qualified Vendor, the Proposal submitted must contain the following minimum
qualifications:
• At least three (3) years of experience within the last five (5) years with ERP
software selection consulting for local governments with populations of 25,000
or larger;
• Experience in producing an RFP for a Governmental ERP software system;
• Knowledge of current Generally Accepted Accounting Principles (GAAP) and
governmental accounting practices;
• Knowledge of internal controls and financial best practices.
General Information
I. Objective
The objective is to enter into a contract with the selected consultant to provide
ERP advisory services which will include a business process review, system
assessment, requirements analysis, RFP preparation, and software evaluation
for the City.
Definitions•
ADDENDA — Written instruments issued by the City of Prior Lake prior to the
date for receipt of Proposals which modify or interpret the Request for Proposal
documents by addition, deletions, clarification or corrections.
AGREEMENT—The City of Prior Lake's Standard Agreement for Professional
Services, a duly executed and legally binding contract.
AGREEMENT DOCUMENTS - The proposed contract will consist of the
Agreement, Request for Proposals, such portions of the submitted Proposal,
including any diagrams and addenda which are accepted by the City.
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CITY - The City of Prior Lake, a political subdivision of the State of Minnesota.
CONTRACTOR - The qualified Vendor that is awarded a contract to consult for
the City of Prior Lake on and provide ERP software advisory services.
PROJECT— Business process review, system assessment, requirements analysis,
development of Request for Proposal for a new ERP software system, ERP
software evaluation for the City, and development of Request for Proposal for
project management services to implement the new ERP software.
PROPOSAL — A complete and properly signed proposal to provide goods,
commodities, labor and services for the sum stated and submitted in accordance
with the Request for Proposal.
VENDOR - The person, consultant, corporation or other entity submitting a
Proposal to be the consultant for the Enterprise Resource Planning Software,
under such Proposal the Vendor agrees to meet the terms and conditions of the
Proposal if awarded the contract.
II. Existing Environment
The City currently utilizes United Software Technology (UST) financial software
that was originally purchased by the City in about 1984. The current modules
employed include General Ledger, Accounts Payable, Cash Receipts, Payroll and
Specia) Districts (for Special Assessment tracking). The City also uses Incode
Software (Tyler Technologies) utility billing software. The Incode Software is not
fully integrated with UST. Summary data is periodically uploaded into UST.
Finance department staff are the primary users of the UST and Incode software.
Other software/programs currently used include:
• Aclara Software for automated collection of utility meter readings which
integrates with the Incode utility billing software;
• Cartegraph Software (Sequel database) for work orders, time tracking
and facility, fleet, infrastructure and pavement management;
• Laserfiche (Sequel database) for document management;
• Property Management database (Access 2000) for tracking building
permits;
• Affinety Solutions software for recreation program registrations.
The City utilizes a Microsoft Windows environment.
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The City is currently in the process of outsourcing the printing of utility bills with
the Cash Cycle Solutions (CCS). In addition, CCS will be generating e-statements
and providing on-line payment options.
The UST financial software currently has interfaces with our bank for positive pay
and direct deposit. The Incode software currently interfaces with our bank for
automatic bank drafts and on site deposits.
At this time, the City is intending to incorporate the modules noted in Section IV
Scope of Services (#3) in the scope of this project; however, we will be willing to
consider incorporating more functional areas if it is determined to be beneficial
and feasible after the consultant's assessment requirements and analysis.
III. Inquiries
Additional Information
It shall be the responsibility of the Vendor to inquire about any portion of the
RFP that is not fully understood or that the Vendor believes is susceptible to
more than one interpretation. Written inquiries are required. Oral
communications will not be accepted, except to confirm delivery of proposal or
written correspondence. All questions concerning th� RFP must reference the
page number, section heading, and paragraph. Questions may be submitted via
email. Please place "ERP Vendor RFP Question" in the subject line.
Vendors who require additional technical information should contact Jerilyn
Erickson, Finance Director via email: jerickson@citvofpriorlake.com. All
responses shall be in writing and will be sent out to all Vendors who have
received this RFP from the City.
All inquiries, questions, or clarifications must be submitted no later than seven
(7) calendar days prior to the due date of this RFP. Any inquiries, questions, or
clarifications submitted after this date will not be answered. The City will
endeavor to respond to all inquiries within three (3) business days of receipt.
Inquiries and the City's response will be provided to all vendors who received
this RFP from the City.
No vendor or any employee or representative of a Vendor shall ask other City
personnel questions, as information gathered from other sources may not reflect
the City's position or interest and could result in disqualification.
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IV. Scope of Services
Statement of Services
1. Assess current ERP software system and identify unmet needs as well as
identify future business objectives.
2. Provide functional requirements analysis of all City departments in regards to
new ERP software.
3. Prepare a Request for Proposal for new ERP software and implementation
services that allow for easy comparison between vendors. Core modules
should include General Ledger, Accounts Payable, Accounts Receivable, Cash
Receipts, Purchasing, Budgeting, Project Accounting, Grant Tracking and
Reporting, Capital Assets, Special Assessments, Human Resources and
Payroll.
4. Help guide City through the ERP software selection process and assist in
identifying risks and potential issues to help City make best decision. This
may also include facilitation of vendor demonstrations.
5. Prepare a Request for Proposal for Project Management Services to guide
the implementation of the new ERP software.
Proiect Deliverables: The Contractor shall be reauired to complete the
followins:
1. Assessment report of current ERP software system.
2. Requirements Analysis report stating functional requirements needed for
system optimization and for the addition of future modules or systems to
integrate with the ERP software system, including an analysis of
functional areas beyond the current modules if they are processes that
can be incorporated into a new ERP system such as business licensing,
permit tracking, etc.
3. Completed Request for Proposal for a new ERP software system.
4. Evaluation Report with selection recommendation for new ERP Software
System. Presentation of the recommendation to the City Council.
5. Completed Request for Proposal for Project Management Services.
6. The Contractor shall be required to submit weekly progress reports
during the project.
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Proiect Schedule
1. Executed ERP consultant agreement: March 2013
2. Assessment of current ERP software system: April 2013
3. Functional Requirements Analysis for new ERP software system:
May 2013
4. Request for Proposal for a new ERP software system: May 2013
5. Request for Proposal for project management services for the
implementation of the new system: June 2013
6. Council considers approval of contract for Project Management Services:
July 2013
7. New ERP Software System evaluation and selection recommendation:
June - August 2013
8. Council considers approval of contract for new ERP Software System:
August 2013
V. Submittal Requirements
Oreanization of Pronosals
1. Title page (company name, address, contact person, phone number,
email address, date)
2. Table of contents
3. Statement of the proposal (work, timetable, availability)
4. Vendor's profile, history, relevant experience for producing an RFP for a
Governmental ERP software system and a corresponding list of
government clients for the last five (5) years
5. Resumes for professionals involved in this project
6. Minimum of three (3) government client references from projects with
similar scope and size
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7. Fees: The fee shall be an all-inclusive maximum price. Proposal should
provide a schedule of professional fees (including the hourly rates for
each individual by title assigned to this project) and other expenses for
each of the statement of services
8. Signature of a person who is authorized to legally bind the responding
Vendor
9. Confirmation of Receipt of Addenda (Appendix A, if applicable)
10. Statement of Non-Collusion (Appendix B)
11. An example of the work product completed for a similar project
Submission of Pronosal
Each Vendor shall submit five (5) printed copies and one (1) electronic copy
(Microsoft Word or Adobe Acrobat format preferred) of the Proposal no later
than 1:00 P.M., CST, Wednesday, February 20, 2013. Proposals shall be
delivered to:
Jerilyn Erickson, Finance Director
City of Prior Lake
4646 Dakota Street SE
Prior Lake, MN 55372
The outside of the Proposal package should be clearly marked "City of Prior
Lake, MN, Proposal for Enterprise Resource Planning Software Consultant."
The Vendor shall acknowledge in a letter accompanying the Proposal that the
Proposal takes into consideration all amendments, alterations or deletions to the
RFP.
It will be the sole responsibility of the Vendors to have their Proposals delivered
to the City before the closing deadline. Late Proposals will not be considered and
will be returned unopened to the sender.
RFP responses must be sealed. No responses will be accepted via facsimile or
email.
Any Proposal may be withdrawn or modified prior to the scheduled deadline for
submitting Proposals. After the submittal deadline, Vendors may not modify,
withdraw or cancel their Proposals for a minimum of 90 days following that date.
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The City is not responsible for any costs incurred by the responding Vendor in
the preparation of the Proposal or for any other cost to the Vendor associated
with responding to the RFP.
No reimbursement will be made by the City for any cost incurred prior to a
formal notice to proceed should an award of contract result from this RFP. This
RFP does not obligate the City of Prior Lake to award a contract or complete any
specific Project. The City reserves the right to cancel this RFP or to change its
scope if it is considered to be in the best interest of the City.
The City anticipates that responders to the RFP may wish to provide descriptions
of features and functionality that go beyond those identified by the City. While
providing additional pertinent information is not prohibited, neglecting to
provide requested information may result in the Vendor being disqualified.
All Proposals submitted in response to the RFP will be considered the property of
the City and not returned.
Joint Proposals submitted by more than one Vendor must designate one Vendor
as the Primary Vendor. The primary Vendor will be considered the sole point of
contact with regard to contract matters. All other Vendors will be considered
subcontractors to the primary. All of the Vendor's subcontractors must be
identified in the Proposal as to their scope in the project and experience with the
identified tasks. The City reserves the right to review all work performed by
subcontractors. By submitting a Proposal the Vendor and any subcontractor of
the Vendor agree that the work required under the RFP constitutes the
performance of a governmental function within the meaning of the Minnesota
Data Practices Act. All documents submitted in response to this RFP by the
Vendor and the Vendor's subcontractors and all contracts between the City and
the Contractor and the Contractor and its subcontractors are subject to the
Minnesota Data Practices Act.
The primary Vendor is totally responsible for adherence by the subcontractors to
all provisions of the contract including, but not limited to, the security of any
data entrusted to their care.
The contract sum and any agreed upon variation thereof shall include all
applicable tax imposed by law. http://www.taxes.state.mn.us/
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Clarifications. Exceptions. and Addenda
The City reserves the right to contact Vendors individually for the purpose of
clarifying Proposals.
Vendors may find instances where they are unable to provide services that meet
all of the expectations defined in this RFP. In such cases, the Vendor should
identify the areas where they feel the requested service is not available, deviates
from the specific requests, or is deemed to be an unwise or unwarranted
approach. The Vendor will describe exceptions to the RFP and identify their
impact to the City, including, but not limited to, workarounds, reductions in
performance, capacity, flexibility, accuracy, and ultimately cost and value. The
City reserves the right to disallow exceptions it finds are not in the best interests
of the City.
Any and all exceptions to the requirements of this RFP must be identified and
fully explained in the submitted Proposal. Failure to do so could result in
disqualification of the proposal.
Any addenda to this RFP will be issued in writing; no oral statements,
explanations, or commitments shall be provided. If any addenda are issued,
Vendors should return the Confirmation of Receipt of Addenda with their
Proposals. (See Appendix A)
Condition of Receint of Pronosals
The City reserves the right to reject any or all Proposals or parts of Proposals, to
accept part or all of Proposals on the basis of considerations other than lowest
cost.
The Request for Proposals does not obligate the City of Prior Lake to award any
specific project. The City of Prior Lake reserves the right to cancel this
solicitation or to change its scope if it is considered in the best interest of the
City of Prior Lake.
The City of Prior Lake reserves the right to waive irregularities in Proposal
content or to request supplemental information from Vendors. The City also
reserves the right to waive technicalities and/or issue a new RFP.
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VI. Proposal Evaluations
Proposals will be reviewed and a recommendation of award will be made based on the
Proposal most closely meeting the needs outlined in this specification and providing the
best value for the City.
The criteria the City will use to select a Vendor to provide ERP software selection
consulting services is described below.
Weight Component Description
35% Cost Ability to offer competitive pricing in direct
correlation to RFP requirements.
30% Value/Fit Ability and time availability by key personnel to
provide high quality ERP software consulting
services. Proven ability to successfully evaluate
and select new ERP software for local governments
of similar size and growth potential.
25% Vendor Profile Vendor's responsiveness, ERP software consulting
expertise, references, staffing, size/number/type
of ERP software consulting projects, years
operating, experience, consistency, and
documentation.
10% Interview/References Results of interviews with the Vendor shortlist and
telephone reference checks.
VII. Contract Award
The following information is to provide the applicants an understanding of the
City's expectations with respect to contract negotiations and execution.
Ne�otiations and Contract Execution
The City of Prior Lake reserves the right to negotiate the final terms and
conditions of the contract to be executed. In the event the City and the vendor
are unable to agree upon all contract provisions, the City reserves the right to
cease negotiations, and to select another vendor, or to reject all Proposals.
Upon completion of negotiations agreeable to the City and the Vendor, the
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Vendor shall enter into a Standard Agreement for Professional Services with the
City (see Appendix C).
All parties who submit Proposals will be notified by mail of the City's decision
regarding selection.
Contractine Ethics
1. No elected official or employee of the City who exercises any responsibilities
in the review, approval or implementation of the Proposal shall participate in
any decision which affects his or her direct or indirect financial interests.
2. It is a breach of ethica) standards for any person to offer, give or agree to
give any City employee or Council person, or for any City employee or
Council person to solicit, demand, accept or agree to accept from another
person or firm, a gratuity or an offer of employment in violation of
Minnesota State Statutes.
3. The Vendor shall not assign any interest in this contract and shall not transfer
any interest in the same without the prior written consent of the City.
4. The Vendor shall not accept any private client or project that may place it in
ethical conflict during its representation of the City.
5. The Vendor agrees, as a condition of being awarded this contract, to require
each of its agents, officers, and employees to abide by the City, state and
federal laws and regulations pertaining to sexual harassment, firearms and
smoking, as well as all other reasonable work rules, safety rules or policies
regulating the conduct of persons on City property at all times while
performing duties pursuant to this Contract. The Vendor agrees and
understands that a violation of any of these policies or rules constitutes a
breach of the Contract and sufficient grounds for immediate termination of
the Contract by the City.
VIII. City's Timetable
The City intends to complete the selection process using the following schedule.
However, the City reserves the right to adjust or reschedule milestones as
necessary.
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Release Request for Proposal January 25, 2013
Vendor Proposal Responses Due Submittals are to be received by
Wednesday, February 20, 2013 at 1:00 pm
(CST):
Jerilyn Erickson, Finance Director
City of Prior Lake
4646 Dakota Street SE
Prior Lake, MN 55372
Finalists Notified / Vendor Short List February 28, 2013
Released
Vendor Interviews & Reference Checks March 4- 13, 2013
Complete
Final Selection March 15, 2013
Contract Awarded March 25, 2013
Consultant work begins March 2013
April, 2013 1) Assess current software system and
identify unmet needs as well as identify
future business objections
May, 2013 2) Provide functional requirements ana/ysis
of all City departments in regards to new
software
May 2013 3) Prepare a Request for Proposal for new
financial software and imp/ementation
services that allow for easy comparison
between vendors.
May 2013 4J Prepare a Request for Proposal for project
management services for the
imp/ementation of the new software
system.
June - August, 2013 5J Help guide the City through the software
se/ection process and assist in identifying
risks and potential issues to he/p the City
make the best decision; includes vendor
presentations and software
demonstrations.
City Council considers approval of July 22, 2013
project management services contract
City Council considers approval of August 26, 2013
software vendor contract
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IX. Other Information
Disnosition of Resnonses
All materials submitted in response to this RFP will become the property of the
City and will become public record after the evaluation process is completed and
an award decision made. If the Contractor submits information in response to
this RFP that it believes to be trade secret materials, as defined by the
Minnesota Government Data Practices Act, Minnesota Statutes 13.37, the
Contractor must:
• Clearly mark all trade secret materials in its response at the time the
response is submitted
• Include a statement with its response justifying the trade secret designation
for each item and defend any action seeking release of the materials it
believes to be trade secret, and indemnify and hold harmless the City, its
agents and employees, from any judgments or damages awarded against the
City in favor of the party requesting the materials, and any and all costs
connected with that defense. This indemnification survives the City's award
of a contract. In submitting a response to this RFP, the Contractor agrees that
this indemnification survives as long as the trade secret materials are in
possession of the City. The City is required to keep all the basic documents
related to its contracts, including responses to RFP for a minimum of seven
(7) years.
The City will not consider the prices submitted by the Contractor to be
proprietary or trade secret materials. Responses to this RFP will not be open for
public review until the City decides to pursue a contract and that contract is
awarded.
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APPENDIX A
Confirmation of Receiut of Addenda
Addendum # Date
# 1 February 13, 2013
I certify this Proposal complies with the spec'riications and conditions issued by City
except as clearly marked in the attached copy.
Date � February 20, 2013
Name Timothy F. Masse
! AutFtorized Signature " ��
Title Princlpal
Company Name Berry Dunn McNeit & Parker, LLC dba BerryDunn �
; Address ,100 Middle Street ��
Cit , State Partland, ME
Zip Code 04161
� Telephone Number ; 207.541.2323
� Fax Number 207.541.2323 f
; Ernai) � tmasse�be�rydunn.com
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APPENDIX B
Statement of Non-Collusion
The following statement shall be made as part of the Contractors Proposai.
I affirm thai I am the Contractor, a partner of the consulting Contractor, or an officer or
employee of the Contractor's corporation with authority to sign on the Contractor's
behalf.
I also affirm that the attathed has been compiled independently and without collusion
or agreement, ar understanding with any other Vendor designed to limit competition.
I hereby affirm ihat the contents of this Proposal have not been communicated by the
Corrtractor or its agent to any person not an employee or agent of the City.
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Signature �
Timothy F. Masse, Principal
Print Name & Tiile
Berry Dunn McNei) � Parker, LLC dba BerryDunn
Contractor Name
100 Middle Street
Address
Portiand, ME 04101
City / State j Zip Code
207.541.2323 (same)
Telephone and Fax Numbers
tmasse@berrydunn.com
Email Address
IS
APPENDIX C
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT IS 1'Y18de OIl day of , 20_, befinreen the City of Prior
Lake, Minnesota (hereinafter "City"), whose business address is 4646 Dakota St. SE, Prior
Lake, MN 55372, and a Minnesota corporation (hereinafter "Consultant") whose
business address is
PRELIMINARY STATEMENT
The City has adopted a policy regarding the selection and hiring of consultants to provide a
variety of professional services for City projects. That policy requires that persons, firms or
corporations providing such services enter into written agreements with the City. The
purpose of this agreement is to set forth the terms and conditions for professional services
Consultant will provide in connection with the
hereinafter referred to as the "Work".
The City and Consultant agree as follows:
1. Scope of Work. The Consultant agrees to provide the professional services
described in Exhibit "A" hereinafter "the Work."
2. Time for Performance of Services. The Consultant shall pertorm the services
described in Exhibit A according to a schedule attached and identified as Exhibit B.
3. Compensation for Services. City agrees to pay the Consultant $ for the
services as described in Paragraph 1(and Exhibit A).
A. Any changes in the scope of the Work which may result in the
compensation due the Consultant shall require prior written approval by an
authorized representative of the City or by the City Council. The City will not
pay additional compensation for services that do not have prior written
authorization.
B. Special Consultants may be utilized by the Consultant when required by the
complex or specialized nature of the Project and with prior authorization in
writing by the City.
C. City agrees to pay Consultant for extra services by the Consultant or
Special Consultants with prior authorization in writing by the City.
4. The City agrees to provide the Consultant with the complete information concerning
the Scope of the Work.
5. Method of Payment. The Consultant shall submit invoices to the City, on a
monthly basis, itemized bills for professional services perFormed under
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Section 4 of this Agreement. Bills submitted shall be paid in the same
manner as other claims made to the City.
6. ProjectManagerand Sta�ng. The Consultant has designated to se►ve
on the Project. They shall be assisted by other staff members as necessary to
facilitate the completion of the Project in accordance with the terms established
herein. Consultant may not remove or replace , from the Project
without the approval of the City.
7. Standard of Care. Standard of Care. Consultant shall exercise the same degree of
care, skill and diligence in the performance of its services as is ordinarily exercised
by members of the profession under similar circumstances in Scott County,
Minnesota. Consultant shall be liable to the fullest extent permitted under
applicable law, without limitation, for any injuries, loss, or damages proximately
caused by Consultant's breach of this standard of care. Consultant shall put forth
reasonable efforts to complete its duties in a timely manner. Consultant shall not be
responsible for delays caused by factors beyond its control or that could not be
reasonably foreseen at the time of execution of this Agreement. Consultant shall be
responsible for costs, delays or damages arising from unreasonable delays in the
performance of its duties.
8. Audit Disclosure. The Consultant shall allow the City or its duly authorized agents
reasonable access to such of the ConsultanYs books and records as are pertinent
to all services provided under this Agreement. Any reports, information, data, etc.
given to, or prepared or assembled by, the Consultant under this Agreement which
the City requests to be kept confidential shall not be made available to any
individual or organization without the City's prior written approval. All finished or
unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, and reports prepared by the Consultant shall become the property of
the City upon termination of this Agreement, but Consultant may retain copies of
such documents as records of the services provided.
9. Term. The term of this Agreement shall be from through the date
of signature by the parties notwithstanding. This Agreement may be extended upon
the written mutual consent of the parties for such additional period as they deem
appropriate, and upon the terms and conditions as herein stated. If however, the
City terminates the Agreement because the Consultant has failed to pertorm in
accordance with this Agreement, no further payment shall be made to the
Consultant, and the City may retain another consultant to undertake or complete
the work identified in Paragraph 1.
10. Termination. This Agreement may be terminated by either party by seven (7)
days' written notice delivered to the other party at the address written above. Upon
termination under this provision if there is no fault of the Consultant, the Consultant
shall be paid for services rendered and reimbursable expenses until the effective
date of termination.
11. Independent Consultant. At all times and for all purposes herein, the Consultant
is an independent contractor and not an employee of the City. No statement herein
shall be construed so as to find the Consultant an employee of the City.
17
12. Non-Discrimination. During the pertormance of this Agreement, the Consultant
shall not discriminate against any employee or applicants for employment because
of race, color, creed, religion, national origin, sex, marital status, status with regard
to public assistance, disability, or age. The Consultant shall post in places available
to employees and applicants for employment, notices setting forth the provision of
this non-discrimination clause and stating that all qualified applicants will receive
consideration for employment. The Consultant shall incorporate the foregoing
requirements of this paragraph in all of its subcontracts for program work, and will
require all of its subcontractors for such work to incorporate such requirements in all
subcontracts for program work.
13. Assignment Neither party shall assign this Agreement, nor any interest arising
herein, without the prior written consent of the other party.
14. Services Not Provided For. No claim for services furnished by the Consultant not
specifically provided for in Exhibit A shall be honored by the City.
15. Severability. The provisions of this Agreement are severable. If any portion hereof
is, for any reason, held by a court of competent jurisdiction to be contrary to law,
such decision shall not affect the remaining provisions of this Agreement.
16. Entire Agreement. The entire agreement of the parties is contained herein. This
Agreement supersedes all oral agreements and negotiations between the parties
relating to the subject matter hereof as well as any previous agreements presently
in effect between the parties relating to the subject matter hereof. Any alterations,
amendments, deletions, or waivers of the provisions of this Agreement shall be
valid only when expressed in writing and duly signed by the parties, unless
otherwise provided herein.
17. Compliance with Laws and Regulations. In providing services hereunder, the
Consultant shall abide by all statutes, ordinances, rules and regulations pertaining
to the provisions of services to be provided. The Consultant and City, together with
their respective agents and employees, agree to abide by the provisions of the
Minnesota Data Practices Act, Minnesota Statutes Section 13, as amended, and
Minnesota Rules promulgated pursuant to Chapter 13. Any violation of statutes,
ordinances, rules and regulations pertaining to the services to be provided shall
constitute a material breach of this Agreement and entitle the City to immediately
terminate this Agreement.
18. Waiver. Any waiver by either party of a breach of any provisions of this Agreement
shall not affect, in any respect, the validity of the remainder of this Agreement.
19. Indemnification. Consultant agrees to defend, indemnify and hold the City, its
officers, and employees harmless from any liability, claims, damages, costs,
judgments, or expenses, including reasonable attorney's fees, resulting directly or
indirectly from a negligent act or omission (including without limitation professional
errors or omissions) of the Consultant, its agents, employees, or subcontractors in
the performance of the services provided by this Agreement and against all losses
by reason of the failure of said Consultant fully to pertorm, in any respect, all
obligations under this Agreement.
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20. Insurance.
A. General Liability. Prior to starting the Work, Consultant shall procure,
maintain and pay for such insurance as will protect against claims for
bodily injury or death, or for damage to property, including loss of use,
which may arise out of operations by Consultant or by any subcontractor
or by anyone employed by any of them or by anyone for whose acts any
of them may be liable. Such insurance shall include, but not be limited to,
minimum coverages and limits of liability specified in this Paragraph, or
required by law. The policy(ies) shall name the City as an additional
insured for the services provided under this Agreement and shall provide
that the ConsultanYs coverage shall be primary and noncontributory in the
event of a loss.
B. Consultant shall procure and maintain the following minimum insurance
coverages and limits of liability on this Project:
Worker's Compensation Statutory Limits
Employer's Liability $500,000 each accident
$500,000 disease policy limit
$500,000 disease each employee
Comprehensive General
Liability $1,500,000 property damage and bodily
injury per occurrence
$2,000,000 general aggregate
$2,000,000 Products — Completed
Operations Aggregate
$100,000 fire legal liability each occurrence
$5,000 medical expense
Comprehensive Automobile
Liability $1,000,000 combined single limit each
accident (shall include coverage for all
owned, hired and non-owed vehicles.
Umbrella or Excess Liability $1,000,000
C. The Comprehensive General/Commercial General Liability policy(ies)
shall be equivalent in coverage to ISO form CG 0001, and shall include
the following:
a. Premises and Operations coverage with no explosions, collapse, or
underground damage exclusion (XCU).
b. Products and Completed Operations coverage. Consultant
agrees to maintain this coverage for a minimum of two (2) years
following completion of its work. Said coverage shall apply to
bodily injury and property damage arising out of the products-
completed operations hazard.
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c. Personal injury with Employment Exclusion (if any) deleted.
d. Broad Form CG0001 0196 Contractual Liability coverage, or its
equivalent.
e. Broad Form Property Damage coverage, including completed
operations, or its equivalent.
f. Additional Insured Endorsement(s), naming the "City of Prior
Lake" as an Additional Insured, on ISO form CG 20 10 07 04 or
such other endorsement form as is approved by the City.
g. If the Work to be pertormed is on an attached community, there
shall be no exclusion for attached or condominium projects.
h. "Stop gap" coverage for work in those states where Workers'
Compensation insurance is provided through a state fund if
Employer's liability coverage is not available.
i. Severability of Insureds provision.
D. Professional Liability Insurance. The Consultant agrees to provide to the
City a certificate evidencing that they have in effect, with an insurance
company in good standing and authorized to do business in Minnesota, a
professional liability insurance policy. Said policy shall insure payment of
damage for legal liability arising out of the pertormance of professional
services for the City. Said policy shall provide an aggregate limit of
$2,000,000. Said policy shall not name the City as an insured.
E. Consultant shall maintain in effect all insurance coverages required under
this Paragraph at Consultant's sole expense and with insurance
companies licensed to do business in the state in Minnesota and having a
current A.M. Best rating of no less than A-, unless specifically accepted
by City in writing. In addition to the requirements stated above, the
following applies to the insurance policies required under this Paragraph:
a. All policies, except the Professional Liability Insurance policy, shall
be written on an "occurrence" form ("claims made" and "modified
occurrence" forms are not acceptable);
b. All policies, except the Professional Liability Insurance policy, shall
be apply on a"per project" basis;
c. All policies, except the Professional Liability Insurance and
Worker's Compensation Policies, shall contain a waiver of
subrogation naming "the City of Prior Lake";
d. All policies, except the Professional Liability Insurance and
Worker's Compensation Policies, shall name "the City of Prior
Lake" as an additional insured;
e. All policies, except the Professional Liability Insurance and
Worker's Compensation Policies, shall insure the defense and
indemnity obligations assumed by Consultant under this
Agreement; and
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f. All polices shall contain a provision that coverages afforded there
under shall not be canceled or non-renewed, nor shall coverage
limits be reduced by endorsement, without thirty (30) days prior
written notice to the City.
A copy of the Consultant's Certificate of Insurance which evidences
the compliance with this Paragraph 20, must be filed with City prior
to the start of Consultant's Work. Upon request a copy of the
ConsultanYs insurance declaration page, Rider and/or Endorsement, as
applicable shall be provided. Such documents evidencing Insurance shall
be in a form acceptable to City and shall provide satisfactory evidence
that Consultant has complied with all insurance requirements. Renewal
certificates shall be provided to City prior to the expiration date of any of
the required policies. City will not be obligated, however, to review such
Certificate of Insurance, declaration page, Rider, Endorsement or
certificates or other evidence of insurance, or to advise Consultant of any
deficiencies in such documents and receipt thereof shall not relieve
Consultant from, nor be deemed a waiver of, City's right to enforce the
terms of ConsultanYs obligations hereunder. City reserves the right to
examine any policy provided for under this paragraph.
F. Effect of Consultant's Failure to Provide Insurance. If Consultant fails to
provide the specified insurance, then Consultant will defend, indemnify and
hold harmless the City, the City's officials, agents and employees from any
loss, claim, liability and expense (including reasonable attorney's fees and
expenses of litigation) to the extent necessary to afford the same protection
as would have been provided by the specified insurance. Except to the
extent prohibited by law, this indemnity applies regardless of any strict
liability or negligence attributable to the City (including sole negligence) and
regardless of the extent to which the underlying occurrence (i.e., the event
giving rise to a claim which would have been covered by the specified
insurance) is attributable to the negligent or otherwise wrongful act or
omission (including breach of contract) of Consultant, its subcontractors,
agents, employees or delegates. Consultant agrees that this indemnity
shall be construed and applied in favor of indemnification. Consultant also '
agrees that if applicable law limits or precludes any aspect of this
indemnity, then the indemnity will be considered limited only to the extent
necessary to comply with that applicable law. The stated indemnity
continues until all applicable statutes of limitation have run.
If a claim arises within the scope of the stated indemnity, the City may
require Consultant to:
a. Fumish and pay for a surety bond, satisfactory to the City,
guaranteeing performance of the indemnity obligation; or
b. Furnish a written acceptance of tender of defense and indemnity
from ConsultanYs insurance company.
Consultant will take the action required by the City within fifteen (15) days
of receiving notice from the City.
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21. Records Access. The Consultant shall provide the City access to any books,
documents, papers, and records which are directly pertinent to the specific contract,
for the purpose of making audit, examination, excerpts, and transcriptions, for three
years after final payments and all other pending matters related to this contract are
closed.
22. Ownership of Documents. All plans, diagrams, analyses, reports and information
generated in connection with the pertormance of the Agreement ("Information")
shall become the property of the City. The City may use the Information for its
purposes and the Contractor also may use the Information for its purposes. Reuse
of the Information for the purposes of the project contemplated by this Agreement
("ProjecY') does not relieve any liability on the part of the Contractor, but any reuse
of the Information by the City or the Contractor beyond the scope of the Project is
without liability to the other, and the party reusing the Information agrees to defend
and indemnify the other from any claims or liability resulting therefrom.
23. Subcontractor. The Consultant shall not enter into subcontracts for services
provided under this Agreement except as noted in the Scope of Work, without the
express written consent of the City. The Consultant shall pay any subcontractor
involved in the performance of this Agreement within the ten (10) days of the
Consultant's receipt of payment by the City for undisputed services provided by
the subcontractor. If the Consultant fails within that time to pay the subcontractor
any undisputed amount for which the Consultant has received payment by the
City, the Consultant shall pay interest to the subcontractor on the unpaid amount
at the rate of 1.5 percent per month or any part of a month. The minimum
monthly interest penalty payment for an unpaid balance of $100 or more is $10.
For an unpaid balance of less than $100, the Consultant shall pay the actual
interest penalty due to the subcontractor. A subcontractor who prevails in a civil
action to collect interest penalties from the Consultant shall be awarded its costs
and disbursements, including attorney's fees, incurred in bringing the action.
24. Dispute Resolution/Mediation. Each dispute, claim or controversy arising from or
related to this Service Agreement or the relationships which result from this
Agreement shall be subject to mediation as a condition precedent to initiating
arbitration or legal or equitable actions by either party. Unless the parties agree
otherwise, the mediation shall be in accordance with the Commercial Mediation
Procedures of the American Arbitration Association then currently in effect. A
request for mediation shall be filed in writing with the American Arbitration
Association and the other party. No arbitration or legal or equitable action may be
instituted for a period of 90 days from the filing of the request for mediation unless a
longer period of time is provided by agreement of the parties. Cost of inediation
shall be shared equally befinreen the parties. Mediation shall be held in the City of
Prior Lake unless another location is mutually agreed upon by the parties. The
parties shall memorialize any agreement resulting from the mediation in a Mediated
Settlement Agreement, which Agreement shall be enforceable as a settlement in
any court having jurisdiction thereof.
25. Conflicts. No salaried officer or employee of the City and no member of the City
Council of the City shall have a financial interest, direct or indirect, in this
Contract. The violation of this provision renders the Contract void. Any federal
regulations and applicable state statutes shall not be violated.
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26. Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall be considered an original.
27. Entire Agreement. This Agreement constitutes the entire agreement of the
parties and supersedes all prior communications, understandings and
agreements relating to the subject matter hereof, whether oral or written.
28. Goveming Law. This Agreement shall be controlled by the laws of the State of
Minnesota.
Executed as of the day and year first written above.
City of Prior Lake
Ken Hedberg, Mayor
Frank Boyles, City Manager
Firm Name
By:
Its:
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