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R-00-04-27-12B1 - 4/27/2000RESOLUTION NO. R- 00- 04- 27 -12B1 WHEREAS, the City has a need for technical consulting services to upgrade the Finance Department's computer system, and WHEREAS, EpicEdge, Inc. has submitted an agreement to provide said services, and WHEREAS, the City Council desires to enter into said agreement with EpicEdge, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an agreement with EpicEdge, Inc. for technical consulting services to upgrade the Finance Department's computer system, a copy of said agreement being attached hereto and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 27th day of April, 2000. N:\ WPDOCS \RESOLUTI \R0092]B1.WPD / , City Secretary i A. STLUKA JR., ROT , Mayor City of Round Rock, Texas Term k This agreement is entered as of Ar' - 2-11 -2 between EpicEdge, Inc. with offices at 1150 Lakeway Drive, Suite 219, Austin, Texas 78734 ( "EpicEdge ") and the City of Round Rock with offices at 221 E. Main Street, Round Rock, Texas 78664 ( "Round Rock "). EpicEdge's performance under this contract shall commence on /rJ 11 , ! dependent on Round Rock approval of funding, and shall remain in effect until terminated by Round Rock. Statement of Work Scope and Objective: EpicEdge will provide functional and technical consulting services to the City of Round Rock to upgrade its existing PeopleSoft Public Sector 6.0 financial information system to PeopleSoft Education and Government 7.5 version. The upgrade effort shall be complete on or before August 1, 2000, post upgrade support may continue past this date. The upgrade assistance is relevant to the modules that the City is currently `live' on. Those modules are • General Ledger • Accounts Payable • Purchasing • Fixed Assets Deliverables EpicEdge will provide the following deliverables relating to this upgrade: • Daily management of upgrade activities • Regularly scheduled status reports and updates to appropriate personnel • Functional and technical upgrade support • Testing of Software • End User training • End user documentation • Post upgrade support Assumptions & Round Rock Obligations: • The City will provide Database administration and NT administration. • The City will provide the necessary workspace and network access. 1 of 6 RECEIVED i`iAY 1 2 2000 Location of Performance of Services: All services will be performed at the Round Rock office location in Round Rock, Texas. Fees and Payment EpicEdge shall complete this engagement on a time & materials basis. The estimated cost of the upgrade is $75,000. All rates are inclusive of expenses. EpicEdge will bill on a semi - monthly basis with the invoice payable within 30 days of receipt. Functional Consultant Technical Consultant On -Call Consultants it Amy Costanza Carma Hermes TBD $95 silo Not to Exceed $115 Consulting assistance to implement additional functionality once the core 7.5 upgrade is live, is priced at the same rate. Relationship of the Parties The parties acknowledge that EpicEdge is an independent contractor performing duties on behalf of Round Rock. Neither this Contract, nor the parties' efforts hereunder shall create any relationship of employer - employee, partnership, or joint venture. Performance EpicEdge agrees to perform services on behalf of Round Rock as set forth in this Contract with the personnel and for the periods specified in this Contract. The various tasks to be performed by EpicEdge under this Contract shall be reasonably designated by Round Rock. EpicEdge shall exercise best efforts to complete these tasks in a timely and professional manner. Ownership of Data Processing Know -How Any intellectual property rights relating to data processing or functionality developed during this Contract by EpicEdge, or jointly by Round Rock and EpicEdge, shall be and remain the exclusive property of Round Rock. Confidentiality pr Any programs, data, or other materials furnished by Round Rock for use by EpicEdge in connection with services to be performed under this Contract shall remain the sole property of Round Rock and shall be held in confidence by EpicEdge as set forth hereunder. Both parties agree to hold all confidential information in the strictest confidence and not make any use thereof other than for the performance of this Contract. Notwithstanding the foregoing, the parties recognize and understand that Round Rock is subject to the Texas Public Information Act. 2 of 6 Non - Solicitation Both parties agree they shall not directly or indirectly solicit for employment, employ or otherwise retain staff of the other during the term of this Contract. Attorney Fees In the event, any proceeding or lawsuit is brought by Round Rock or EpicEdge in connection with this Contract; the prevailing party shall be entitled to recover its reasonable costs and reasonable attorney fees. Applicable Law This Contract shall be construed and enforced according to the laws of the State of Texas with venue in Williamson County. Severability If any provision of this Contract shall be held illegal, unenforceable, or in conflict with any law governing this Contract, the validity of the remaining portions shall not be affected thereby. EpicEdge may terminate this Contract upon written notice to Round Rock should Round Rock fail to pay any outstanding amount due under this Contract if the situation is not cured within 14 days after written notice of such event to Round Rock. In the event that this contract is terminated at no fault of EpicEdge, Round Rock will be responsible for payments due for non - disputed work completed or in process as of the date of the termination. EpicEdge will submit invoices to Round Rock twice per month. If Round Rock has any dispute with work performed by EpicEdge, Round Rock will notify EpicEdge within 14 days after receipt of invoice. If there is any dispute regarding the work performed EpicEdge will (i) use reasonable efforts to re- perform the disputed service or (ii) provide Round Rock with a credit for the period covered by the invoice. Notice All notices or communications given or sent to either party, except emergency requests for services, shall be made by Certified Mail in a postage prepaid letter addressed as follows: Round Rock: EpicEdge: City of Round Rock EpicEdge 221 E. Main Street 1150 Lakeway Drive, Ste. 219 Round Rock, Texas 78664 Austin, Texas 78734 Attn: Assistant City Manager Attn: Richard Carter 3 of 6 Either party shall notify the other in writing as to any change in address. Any such notice or communication so deposited will be deemed to have been given to the addressee on the date upon which the party to be notified executes the return receipt. Force Majeure Notwithstanding any other provisions of this Contract, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Contract, to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including, but not limited to, acts of God, acts of public enemy, civil war, insurrection or riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Contract by one or both parties. Termination ii This contract may be terminated for any of the following conditions: 'r`"fiemeg1 usu ttng +rercaee (1) By mutual agreement and consent, in writing of both parties. (2) By Round Rock by notice in writing to EpicEdge as a consequence of failure by EpicEdge to perform the services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By Round Rock for reasons of its own and not subject to the mutual consent of EpicEdge upon not less than thirty (30) days written notice to EpicEdge. (5) By satisfactory completion of all services and obligations described herein. Should Round Rock terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to EpicEdge. In determining the value of the work performed by EpicEdge prior to termination, Round Rock shall be the sole judge. Compensation for work at termination will be based on a percentage of work completed at that time. Should Round Rock terminate this Contract under (4) of the paragraph identified above, the amount charged during the thirty (30) day notice period shall not exceed the amount charged during the preceding thirty (30) days. If EpicEdge defaults in performance of this Contract or if Round Rock terminates this Contract for default on the part of EpicEdge, Round Rock will give consideration to the actual costs incurred by EpicEdge in performing the work to the date of default. The cost of the work that is useable to Round Rock, the cost to Round Rock of employing another firm to complete the useable work and other factors will affect the value to Round Rock of the work performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of Round Rock and EpicEdge to fulfill its contract obligations. Termination under this paragraph shall not relieve EpicEdge of any obligation or liability that has occurred prior to cancellation. 4 of 6 All materials, data, specifications, and programs, either written or machine readable (including but not limited to) reports prepared by EpicEdge in connection with services provided under this Contract ( "Materials ") shall be deemed "Work Made For Hire ". EpicEdge hereby assigns all rights, title and interest therein to Round Rock. Warranty EpicEdge warrants that its services will be performed in a professional and workmanlike manner in accordance with applicable professional standards and shall re- perform any work not in compliance with this warranty brought to its attention within a reasonable time after work is performed. Reasonable time under this section shall refer to not less than 90 days from successful implementation of the work to the production system. Employees Article Under this Contract, both parties will depend on the performance of the personnel of the other party for successful completion of the project. Therefore, each party shall retain the right to request within a reasonable time period and in writing, the replacement of any of the other party's project employees whose qualifications or performance, in the professional judgement of the other party, does not meet the standards or qualifications necessary for the successful completion of the project. Upon receipt of such written request, the other party shall comply with such request as soon as reasonably possible. In considering the other party's employee's qualifications and professionalism, the party's will act reasonable and in good faith. Indemnity EpicEdge will indemnify, save harmless and exempt Round Rock, its officers, agents, servants and employees from and against any and all suits, actions, legal proceedings, claims, demands, costs, expenses, attorney fees and any and all other costs and fees incident to any work done as a result of this contract and arising out of a willful or negligent act or omission of EpicEdge, its officers, agents, servants and employees. insurance EpicEdge shall fumish Round Rock with evidence of the following types of insurance: i. General Liability ii. Automobile Liability iii. Worker's Compensation iv. Professional Liability 5 of 6 P! Entire Agreement The terms and conditions of this Contract, including the attachments listed below, constitutes the entire agreement between the parties and superseded all previous communications, representations, or agreements, either written or oral, with respect to the subject matter hereof. No modifications of this Contract will be binding on either party unless acknowledged in writing by their duly authorized representatives. i. Request for Offers (RFO) PeopleSoft 7.5 Upgrade dated March 3, 2000 ii. EpicEdge's Response to RFO iii. Mutually Agreed Upon and Approved Project Work Plan The order of precedence shall be as follows: i. This Contract ii. Mutually Agreed Upon and Approved Project Work Plan ii. RFO iv. EpicEdge's Response to RFO Accepted By: City of Round Rock l e013E2 i A 5 i arki 2 Printed Name Date y -97 -D0 6 of 6 EpicEdge Printed Name J/ /2i=G( Or2 Title Signature Date CO 6,g72YL�e DATE: April 21, 2000 SUBJECT: City Council Meeting — April 27, 2000 ITEM: 12.B.1. Consider a resolution authorizing the Mayor to execute an agreement with EpicEdge, Inc. for technical consulting services to upgrade its financial computer information system. Staff Resource Person: David Kautz, Finance Director. DRAFT This agreement is entered as of between EpicEdge, Inc. with offices at 1150 Lakeway Drive, Suite 219, Austin, Texas 78734 ( "EpicEdge ") and the City of Round Rock with offices at 221 E. Main Street, Round Rock, Texas 78664 ( "Round Rock "). Term EpicEdge's performance under this contract shall commence on , dependent on Round Rock approval of funding, and shall remain in effect until terminated by Round Rock. Statement of Work Scope and Objective: EpicEdge will provide functional and technical consulting services to the City of Round Rock to upgrade its existing PeopleSoft Public Sector 6.0 financial information system to PeopleSoft Education and Government 7.5 version. The upgrade effort shall be complete on or before August 1, 2000, post upgrade support may continue past this date. The upgrade assistance is relevant to the modules that the City is currently 'live' on. Those modules are • General Ledger • Accounts Payable • Purchasing • Fixed Assets Deliverables EpicEdge will provide the following deliverables relating to this upgrade: • Daily management of upgrade activities • Regularly scheduled status reports and updates to appropriate personnel • Functional and technical upgrade support • Testing of Software • End User training • End user documentation • Post upgrade support Location of Performance of Services: All services will be performed at the Round Rock office location in Round Rock, Texas. Assumptions & Round Rock Obligations: • The City will provide Database administration and NT administration. • The City will provide the necessary workspace and network access. 1 of 6 Fees and Payment EpicEdge shall complete this engagement on a time & materials basis. The estimated cost of the upgrade is $75,000. All rates are inclusive of expenses. EpicEdge will bill on a semi - monthly basis with the invoice payable within 30 days of receipt. Consulting assistance to implement additional functionality once the core 7.5 upgrade is live, is priced at the same rate. Relationship of the Parties The parties acknowledge that EpicEdge is an independent contractor performing duties on behalf of Round Rock. Neither this Contract, nor the parties' efforts hereunder shall create any relationship of employer- employee, partnership, or joint venture. Performance EpicEdge agrees to perform services on behalf of Round Rock as set forth in this Contract with the personnel and for the periods specified in this Contract. The various tasks to be performed by EpicEdge under this Contract shall be reasonably designated by Round Rock. EpicEdge shall exercise best efforts to complete these tasks in a timely and professional manner. Ownership of Data Processing Know -How Any intellectual property rights relating to data processing or functionality developed during this Contract by EpicEdge, or jointly by Round Rock and EpicEdge, shall be and remain the exclusive property of Round Rock. Confidentiality DRAFT Any programs, data, or other materials furnished by Round Rock for use by EpicEdge in connection with services to be performed under this Contract shall remain the sole property of Round Rock and shall be held in confidence by EpicEdge as set forth hereunder. Both parties agree to hold all confidential information in the strictest confidence and not make any use thereof other than for the performance of this Contract. Notwithstanding the foregoing, the parties recognize and understand that Round Rock is subject to the Texas Public Information Act. 2 of 6 Non - Solicitation Applicable Law Severability DRAFT Both parties agree they shall not directly or indirectly solicit for employment, employ or otherwise retain staff of the other during the term of this Contract. Attorney Fees In the event, any proceeding or lawsuit is brought by Round Rock or EpicEdge in connection with this Contract; the prevailing party shall be entitled to recover its reasonable costs and reasonable attorney fees. This Contract shall be construed and enforced according to the laws of the State of Texas with venue in Williamson County. If any provision of this Contract shall be held illegal, unenforceable, or in conflict with any law goveming this Contract, the validity of the remaining portions shall not be affected thereby. EpicEdge may terminate this Contract upon written notice to Round Rock should Round Rock fail to pay any outstanding amount due under this Contract if the situation is not cured within 14 days after written notice of such event to Round Rock. In the event that this contract is terminated at no fault of EpicEdge, Round Rock will be responsible for payments due for non - disputed work completed or in process as of the date of the termination. EpicEdge will submit invoices to Round Rock twice per month. If Round Rock has any dispute with work performed by EpicEdge, Round Rock will notify EpicEdge within 14 days after receipt of invoice. If there is any dispute regarding the work performed EpicEdge will (i) use reasonable efforts to re- perform the disputed service or (ii) provide Round Rock with a credit for the period covered by the invoice. Notice All notices or communications given or sent to either party, except emergency requests for services, shall be made by Certified Mail in a postage prepaid letter addressed as follows: Round Rock: EpicEdge: City of Round Rock EpicEdge 221 E. Main Street 1150 Lakeway Drive, Ste. 219 Round Rock, Texas 78664 Austin, Texas 78734 Attn: Assistant City Manager Attn: Richard Carter 3 of 6 Either party shall notify the other in writing as to any change in address. Any such notice or communication so deposited will be deemed to have been given to the addressee on the date upon which the party to be notified executes the return receipt. Force Majeure DRAFT Notwithstanding any other provisions of this Contract, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Contract, to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including, but not limited to, acts of God, acts of public enemy, civil war, insurrection or riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Contract by one or both parties. Termination This contract may be terminated for any of the following conditions: (1) By mutual agreement and consent, in writing of both parties. (2) By Round Rock by notice in writing to EpicEdge as a consequence of failure by EpicEdge to perform the services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By Round Rock for reasons of its own and not subject to the mutual consent of EpicEdge upon not less than thirty (30) days written notice to EpicEdge. (5) By satisfactory completion of all services and obligations described herein. Should Round Rock ternnate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to EpicEdge. In determining the value of the work performed by EpicEdge prior to termination, Round Rock shall be the sole judge. Compensation for work at termination will be based on a percentage of work completed at that time. Should Round Rock terminate this Contract under (4) of the paragraph identified above, the amount charged during the thirty (30) day notice period shall not exceed the amount charged during the preceding thirty (30) days. If EpicEdge defaults in performance of this Contract or if Round Rock terminates this Contract for default on the part of EpicEdge, Round Rock will give consideration to the actual costs incurred by EpicEdge in performing the work to the date of default. The cost of the work that is useable to Round Rock, the cost to Round Rock of employing another firm to complete the useable work and other factors will affect the value to Round Rock of the work performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of Round Rock and EpicEdge to fulfill its contract obligations. Termination under this paragraph shall not relieve EpicEdge of any obligation or liability that has occurred prior to cancellation. 4 of 6 Warranty Employees Article DRAFT All materials, data, specifications, and programs, either written or machine readable (including but not limited to) reports prepared by EpicEdge in connection with services provided under this Contract ( "Materials ") shall be deemed "Work Made For Hire ". EpicEdge hereby assigns all rights, title and interest therein to Round Rock. EpicEdge warrants that its services will be performed in a professional and workmanlike manner in accordance with applicable professional standards and shall re- perform any work not in compliance with this warranty brought to its attention within a reasonable time after work is performed. Reasonable time under this section shall refer to not less than 90 days from successful implementation of the work to the production system. Under this Contract, both parties will depend on the performance of the personnel of the other party for successful completion of the project. Therefore, each party shall retain the right to request within a reasonable time period and in writing, the replacement of any of the other party's project employees whose qualifications or performance, in the professional judgement of the other party, does not meet the standards or qualifications necessary for the successful completion of the project. Upon receipt of such written request, the other party shall comply with such request as soon as reasonably possible. In considering the other party's employee's qualifications and professionalism, the party's will act reasonable and in good faith. Indemnity EpicEdge will indemnify, save harmless and exempt Round Rock, its officers, agents, servants and employees from and against any and all suits, actions, legal proceedings, claims, demands, costs, expenses, attorney fees and any and all other costs and fees incident to any work done as a result of this contract and arising out of a willful or negligent act or omission of EpicEdge, its officers, agents, servants and employees. insurance EpicEdge shall furnish Round Rock with evidence of the following types of insurance: i. General Liability ii.. Automobile Liability iii. Worker's Compensation iv. Professional Liability 5 of 6 Entire Agreement DRAFT The terms and conditions of this Contract, including the attachments listed below, constitutes the entire agreement between the parties and superseded all previous communications, representations, or agreements, either written or oral, with respect to the subject matter hereof. No modifications of this Contract will be binding on either party unless acknowledged in writing by their duly authorized representatives. i. Request for Offers (RFO) PeopleSoft 7.5 Upgrade dated March 3, 2000 ii. EpicEdge's Response to RFO iii. Mutually Agreed Upon and Approved Project Work Plan The order of precedence shall be as follows: i. This Contract ii. Mutually Agreed Upon and Approved Project Work Plan iii. RFO iv. EpicEdge's Response to RFO Accepted By: City of Round Rock EpicEdge Printed Name Printed Name Title Title Signature Signature Date Date 6 of 6