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R-03-07-24-11F1 - 7/24/2003S AGREEMENT is made and entered into on this the a 4 day of the month of 2003 by and between the City of Round Rock, a Texas home -rule municipal co oratioI whose offices are located at 221 East Main Street, Round Rock, Texas 78664 -5299 (hereinafter referred to as "City ") and Ganner Associates Inc., whose offices are located at 2210 SW Kings Court, Portland, Oregon 97205 (hereinafter referred to as "Consultant "). CITY OF ROUND ROCK AGREEMENT FOR CONSULTING SERVICES WITH GANNER ASSOCIATES RECITALS: WHEREAS, City desires to contract for Consultant's assistance in planning, procuring, and implementing a new Computer Aided Dispatch and Records Management System using Cellular Digital Packet Data (CDPD) with auto- vehicle locator, laptop computer and wireless data transfer features for the Police Department; and WHEREAS, City may elect to add the planning, procurement and implementation of a 311 system to compliment the existing 911 system, but such election by City shall be with Consultant's concurrence and at additional negotiated costs; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH that for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE AND DURATION This Agreement shall be effective on the date this Agreement has been signed by every party hereto, and shall remain in frill force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. 1.02 PAYMENT In consideration for the services to be performed by Consultant, City agrees to pay Consultant at the rate of $125.00 per hour. Consultant's total compensation shall not exceed, without City's written consent, the following: 1. Implementation, Management and Testing Phase $25,000 -02 o 7 - a J -IfFI 1 City reserves the right to review the project at any time, including at the end of any deliverable or phase, and elect to terminate the project with or without cause or elect to continue with the next deliverable or phase. 1.03 TERMS OF PAYMENT To receive payment, Consultant shall prepare and submit to City a series of monthly invoices. Each invoice shall state and detail the deliverable(s) accomplished, along with documentation for each deliverable, and shall state the percent completion of the work accomplished during that particular billing period. 1.04 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C. A., Texas Government Code, payment to Consultant will be made within thirty (30) days of the day on which City receives the performance and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Consultant may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by City in the event: 1. there is a bona fide dispute between City and Consultant concerning the services performed that causes the payment to be late; or 2. the terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or there is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier concerning the services performed which causes the payment to be late; or 4. the invoice is not mailed to City in strict accordance with instructions, if any, on any purchase order, or this Agreement or other such contractual agreement. 1.05 EXPENSES City shall reimburse Consultant at actual cost for expenses described in Exhibit B that are directly attributable to work performed under this Agreement. Consultant shall submit an itemized invoice of Consultant's expenses, with appropriate documentation attached. City shall endeavor to pay Consultant in accordance with the prompt payment policy described above. 2 1.06 DELIVERABLES Phase shall include but shall not be limited to the following a Assist in the development of an implementation schedule and plan with the successful vendor; b. Manage the implementation of the system(s) to assure installation in accordance with plans, schedules, specifications, and the recommendations of manufacturers and/or developers; c. Coordinate other government agencies and third -party vendors. d. Assist in the acceptance testing of the system(s). e. Assist City in contract negotiations with the selected vendor. f. Develop and maintain a project plan and project schedule; 1.07 NON - APPROPRIATION This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Consultant a written notice of termination at the end of its then current fiscal year. 1.08 MATERIALS City shall make available to Consultant, at City's expense, office space, desk, chair, computer, telephone and other supplies as are deemed necessary by City to complete this Agreement 1.09 TERMINATION City may terminate or suspend performance of this Agreement for City's convenience upon written notice to Consultant. Consultant shall terminate or suspend performance ofthe Services on a schedule acceptable to City. If termination or suspension is for City's convenience, City shall pay Consultant for all uncontested services performed to date of notice of termination. This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The non- performing party shall have fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure acceptable to the other party. The non - defaulting party shall be entitled to receive just and equitable compensation for all services completed and all legal fees incurred by this action 3 1.10 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, not City's employee. Consultant's employees or subcontractors are not City's employees. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts as agent for the other party. Consultant and City agree to the following rights consistent with an independent contractor relationship: 1. Consultant has the right to perform services for others during the term of this Agreement 2. Consultant has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed. 3. Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. 4. Consultant or Consultant's employees or subcontractors shall perform the services required by this Agreement. City shall not hire, supervise, or pay any assistants to help Consultant. 5. Neither Consultant nor Consultant's employees or subcontractors shall receive any training from City in the skills necessary to perform the services required by this Agreement 6. City shall not require Consultant or Consultant's employees or subcontractors to devote full time to performing the services required by this Agreement. 7. Neither Consultant nor Consultant's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City 1.11 CONFIDENTIALITY Consultant will hold all secret or confidential information, data, or policies obtained by Consultant during the term of this Agreement in a fiduciary capacity for the benefit of City. 1.12 INTELLECTUAL PROPERTY OWNERSHIP Consultant brings his procedures and processes to the scope of work addressed by this Agreement. Nothing herein shall limit Consultant's right to copyrights, patent rights, and other intellectual property rights held by Consultant and utilized in performing the services hereunder. All documents and reports prepared by Consultant as part of the services shall become the exclusive property of City, 1.13 WARRANTIES Consultant warrants that all services performed under this Agreement shall be performed consistent 4 with generally prevailing professional or industry standards. City must report any deficiencies in Consultant's services to Consultant in writing within 120 days of performance to receive warranty remedies. City's exclusive remedy for breach of the above warranty shall be the re- performance of Consultant's services or as otherwise provided for herein. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT. 1.14 LIMITED LIABILITY Consultant's total liability to City under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the compensation received by Consultant under this Agreement. In no event shall Consultant be liable for City's lost profits or special, incidental or consequential damages even if Consultant has been advised of the possibility of such damages. 1.15 INDEMNIFICATION Consultant agrees to hold harmless, defend, and indemnify City for and from all losses, damages, and claims arising as a result of actions by Consultant and its agents and subcontractors during its performance pursuant to this Agreement. 1.16 ASSIGNMENT AND DELEGATION Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval. 1.17 INSURANCE Consultant shall maintain in full force and effect during the entire term of this Agreement, and at its sole expense, public liability insurance against claims for bodily injury, death and property damage in an amount not less than $100,000 for injury to any one person with an aggregate per accident of $1,000,000, Workers Compensation coverage and Employee's Liability insurance as required by City and by Texas law. Insurance shall be carried with an insurer acceptable to City and qualified and licensed to do business in Texas. Prior to execution of this Agreement, Consultant shall provide City with a certificate of insurance evidencing compliance. 1.18 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. City will not do the following: 5 1. Withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf, 2. Make state or federal unemployment compensation contributions on Consultant's behalf; or 3. Withhold state or federal income tax from Consultant's payments. 1.19 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to the recipients address as stated in this Agreement. 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to City: AND TO: Notice to Consultant: Gartner Associates, Inc. Attention: Ray Ganner 2210 SW Kings Ct. Portland, Oregon 97205 City of Round Rock Attention: Assistant City 221 E. Main Street Round Rock, Texas 78664 City of Round Rock Attention: City Attorney 309 East Main Street Round Rock, Texas 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of City and Consultant. 1.20 APPLICABLE LAW 6 The laws of the State of Texas shall govern this Agreement. Venue shall lie in Williamson County, Texas. 1.21 EXCLUSIVE AGREEMENT This is the entire Agreement between Consultant and City 1.22 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree 011 a mediator, each party shall select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1 -14) or any applicable state arbitration statute. 1.23 AMERICANS WITH DISABILITIES ACT Consultant shall take the necessary actions to ensure its facilities and employment practices are in compliance with the requirements of the Americans with Disabilities Act. Any cost of such compliance will be the sole responsibility of Consultant. 1.24 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity of enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the dates indicated below. CITY OF ROUND ROCK, TEXAS ATTEST: By: .,7 . -1, Mayor Date Signed: 7 a 0:3 GANNER ASSOCIATES, INC By: Ray nha er, Presiden Date Signed: 1 `r(/ 2 1M 3 8 Christine R. Martinez, City Secretary Date Signed: o) I—oi Ganner Associates will perform the following work: • • Exhibit A WORK PLAN Work with the selected vendor(s) to develop an implementation schedule and project plan. This will include: • Developing a work breakdown structure, including project milestones and effort estimates. • Evaluating staffing requirements for the project. • Identifying the critical path, dependencies, and risks of the project. • Developing contingency plans for high - impact, high -risk areas as required. • Identifying project review and assessment points. Manage the implementation of the system(s) to assure installation in accordance with plans, schedules, specifications, and manufacturers and/or developers recommendations. This will include: • Coordinating activities with the Police Department, other agencies, and vendor(s) representatives. • Preparing design specifications with the selected vendor(s) • Overseeing the installation of the new system(s). • Identifying necessary course corrections if the project schedule is at risk • Providing technical expertise and objective analysis as required. • Providing oral briefings and summaries of project findings and recommendations to the City's Project Manager. • Assist in the acceptance testing of the system(s). • Perform a post - implementation review to ensure the system satisfies specified requirements • Coordinate the preparation and submission of the TLETS Application for interface connectivity. • Coordinate the procurement and installation of City furnished and third -party vendor product and services. • Assist the City in contract issues with the selected vendor(s). • Perform other services as defined by the City's Project Manager. 9 Exhibit B Expenses City shall reimburse Consultant at actual cost for the following expenses that are directly attributable to authorized work performed under this Agreement: • Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at $0.31 cents per mile. All travel must be approved by the City prior to the Consultant incurring travel expenses. • Meals, not to exceed City's travel per diem. • Lodging. • Telephone, fax, online and telegraph charges. • Postage and courier services. • Printing and reproduction. • Computer services. 10 Mayor Nyle Maxwell Mayor Pro-tem Tom Nielson Council Members Alan McGraw Carrie Pitt Scot Knight Scott Rhode Gary Coe City Manager James R. Nuse. P.E. City Attorney Stephan L. Sheets July 31, 2003 ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Mr. Ray Ganner Ganner Associates, Inc. 2210 SW Kings Court Portland, Oregon 97205 Dear Mr. Ganner: The Round Rock City Council approved Resolution No. R- 03- 07 -24- 11F1 at their regularly scheduled meeting on July 24, 2003. This resolution approves the agreement for Consulting Services for project management for the implementation of a new computer -aided dispatch and records management system for the Police Department. Enclosed is a copy of the resolutions and original agreement for your files. If you have any questions, please do not hesitate to contact Chief Conner at 218 -5505. Sincerely, / / s ib • Sherri Monroe Assistant City Secretary Enclosure CITY OF ROUND ROCK Administrative Dept., zzi East Main Street • Round Rock, Texas 78664 Phone: 512.218.540o • Fax: 512.218.7097 • www.ci.round- rock.tx.us RESOLUTION NO. R- 03- 07- 24 -11F1 WHEREAS, the City has a need for technical consulting services for project management for the implementation of a new computer -aided dispatch and records management system for the Police Department, and WHEREAS, Associates, Inc. has submitted an Agreement for Consulting Services to provide said services, and WHEREAS, the City Council desires to enter into said agreement with Ganner Associates, 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 for Consulting Services with Ganner Associates, Inc. for project management for the implementation of a new computer -aided dispatch and records management system for the Police Department, a copy of said agreement being attached hereto as Exhibit "A" 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. ATTES RESOLVED this 24th day of July, 2003. CHRISTINE R. MARTINEZ, City Seer ®PFOesktop \::oaaa/ WORLDOX /O: /wWX /RESOLVrz /RJO72ae2. wPD /sc tary LL, Mayor Round Rock, Texas CITY OF ROUND ROCK AGREEMENT FOR CONSULTING SERVICES WITH GANNER ASSOCIATES THIS AGREEMENT is made and entered into on this the day of the month of , 2003 by and between the City of Round Rock, a Texas home -rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664 -5299 (hereinafter referred to as "City") and Garner Associates Inc., whose offices are located at 2210 SW Kings Court, Portland, Oregon 97205 (hereinafter referred to as "Consultant "). RECITALS: WHEREAS, City desires to contract for Consultant's assistance in planning, procuring, and implementing a new Computer Aided Dispatch and Records Management System using Cellular Digital Packet Data (CDPD) with auto- vehicle locator, laptop computer and wireless data transfer features for the Police Department; and WHEREAS, City may elect to add the planning, procurement and implementation of a 311 system to compliment the existing 911 system, but such election by City shall be with Consultant's concurrence and at additional negotiated costs; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH that for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE AND DURATION This Agreement shall be effective on the date this Agreement has been signed by every party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. 1.02 PAYMENT In consideration for the services to be performed by Consultant, City agrees to pay Consultant at the rate of $125.00 per hour. Consultant's total compensation shall not exceed, without City's written consent, the following: 1. Implementation, Management and Testing Phase $25,000 1 EXHIBIT OA" City reserves the right to review the project at any time, including at the end of any deliverable or phase, and elect to terminate the project with or without cause or elect to continue with the next deliverable or phase. 1.03 TERMS OF PAYMENT To receive payment, Consultant shall prepare and submit to City a series of monthly invoices. Each invoice shall state and detail the deliverable(s) accomplished, along with documentation for each deliverable, and shall state the percent completion of the work accomplished during that particular billing period. 1.04 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V. T. C.A., Texas Government Code, payment to Consultant will be made within thirty (30) days of the day on which City receives the performance and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Consultant may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy, however, this policy does not apply to payments made by City in the event: 1. there is a bona fide dispute between City and Consultant concerning the services performed that causes the payment to be late; or 2. the terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or 3. there is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier concerning the services performed which causes the payment to be late; or 4. the invoice is not mailed to City in strict accordance with instructions, if any, on any purchase order, or this Agreement or other such contractual agreement. 1.05 EXPENSES City shall reimburse Consultant at actual cost for expenses described in Exhibit B that are directly attributable to work performed under this Agreement. Consultant shall submit an itemized invoice of Consultant's expenses, with appropriate documentation attached. City shall endeavor to pay Consultant in accordance with the prompt payment policy described above. 2 1.06 DELIVERABLES Phase shall include but shall not be limited to the following: a. Assist in the development of an implementation schedule and plan with the successful vendor; b. Manage the implementation of the system(s) to assure installation in accordance with plans, schedules, specifications, and the recommendations of manufacturers and/or developers; c. Coordinate other government agencies and third -party vendors. d. Assist in the acceptance testing of the system(s). e. Assist City in contract negotiations with the selected vendor. f Develop and maintain a project plan and project schedule; 1.07 NON - APPROPRIATION This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Consultant a written notice of termination at the end of its then current fiscal year. 1.08 MATERIALS City shall make available to Consultant, at City's expense, office space, desk, chair, computer, telephone and other supplies as are deemed necessary by City to complete this Agreement. 1.09 TERMINATION City may terminate or suspend performance of this Agreement for City's convenience upon written notice to Consultant. Consultant shall terminate or suspend performance ofthe Services on a schedule acceptable to City. If termination or suspension is for City's convenience, City shall pay Consultant for all uncontested services performed to date of notice of termination. This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The non- performing party shall have fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure acceptable to the other party. The non - defaulting party shall be entitled to receive just and equitable compensation for all services completed and all legal fees incurred by this action. 3 1.10 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, not City's employee. Consultant's employees or subcontractors are not City's employees. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts as agent for the other party. Consultant and City agree to the following rights consistent with an independent contractor relationship: 1. Consultant has the right to perform services for others during the term of this Agreement. 2. Consultant has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed. 3. Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. 4. Consultant or Consultant's employees or subcontractors shall perform the services required by this Agreement. City shall not hire, supervise, or pay any assistants to help Consultant. 5. Neither Consultant nor Consultant's employees or subcontractors shall receive any training from City in the skills necessary to perform the services required by this Agreement 6. City shall not require Consultant or Consultant's employees or subcontractors to devote frill time to performing the services required by this Agreement. 7. Neither Consultant nor Consultant's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. 1.11 CONFIDENTIALITY Consultant will hold all secret or confidential information, data, or policies obtained by Consultant during the term of this Agreement in a fiduciary capacity for the benefit of City. 1.12 INTELLECTUAL PROPERTY OWNERSHIP Consultant brings his procedures and processes to the scope of work addressed by this Agreement. Nothing herein shall limit Consultant's right to copyrights, patent rights, and other intellectual property rights held by Consultant and utilized in performing the services hereunder. All documents and reports prepared by Consultant as part of the services shall become the exclusive property of City. 1.13 WARRANTIES Consultant wanants that all services performed under this Agreement shall be performed consistent 4 with generally prevailing professional or industry standards. City must report any deficiencies in Consultant's services to Consultant in writing within 120 days of performance to receive warranty remedies. City's exclusive remedy for breach of the above warranty shall be the re- performance of Consultant's services or as otherwise provided for herein. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT. 1.14 LIMITED LIABILITY Consultant's total liability to City under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the compensation received by Consultant under this Agreement. In no event shall Consultant be liable for City's lost profits or special, incidental or consequential damages even if Consultant has been advised of the possibility of such damages. 1.15 INDEMNIFICATION Consultant agrees to hold harmless, defend, and indemnify City for and from all losses, damages, and claims arising as a result of actions by Consultant and its agents and subcontractors during its performance pursuant to this Agreement. 1.16 ASSIGNMENT AND DELEGATION Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval. 1.17 INSURANCE Consultant shall maintain in full force and effect during the entire term of this Agreement, and at its sole expense, public liability insurance against claims for bodily injury, death and property damage in an amount not less than $100,000 for injury to any one person with an aggregate per accident of $1,000,000, Workers Compensation coverage and Employee's Liability insurance as required by City and by Texas law. Insurance shall be carried with an insurer acceptable to City and qualified and licensed to do business in Texas. Prior to execution of this Agreement, Consultant shall provide City with a certificate of insurance evidencing compliance. 1.18 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. City will not do the following: 5 1. Withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf, 2. Make state or federal unemployment compensation contributions on Consultant's behalf or 3. Withhold state or federal income tax from Consultant's payments. 1.19 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to the recipients address as stated in this Agreement. 2_ Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to City: AND TO: Notice to Consultant: Garner Associates, Inc. Attention: Ray Garner 2210 SW Kings Ct_ Portland, Oregon 97205 City of Round Rock Attention: Assistant City 221 E. Main Street Round Rock, Texas 78664 City of Round Rock Attention: City Attorney 309 East Main Street Round Rock, Texas 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of City and Consultant. 1.20 APPLICABLE LAW 6 The laws of the State of Texas shall govern this Agreement. Venue shall lie in Williamson County, Texas. 1.21 EXCLUSIVE AGREEMENT This is the entire Agreement between Consultant and City. 1.22 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, each party shall select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1 -14) or any applicable state arbitration statute. 1.23 AMERICANS WITH DISABILITIES ACT Consultant shall take the necessary actions to ensure its facilities and employment practices are in compliance with the requirements of the Americans with Disabilities Act. Any cost of such compliance will be the sole responsibility of Consultant. 1.24 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision ofthis Agreement void shall in no way affect the validity of enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. IN WITNESS WHEREOF, City and Consultant have executed this Agreement onthe dates indicated below. CITY OF ROUND ROCK, TEXAS ATTEST: 7 By: Nyle Maxwell, Jr., Mayor Christine R. Martinez, City Secretary Date Signed: Date Signed: GANNER ASSOCIATES, INC By: Ray er, President Date Signed: -1 <) D 60 3 8 Exhibit A WORK PLAN Ganner Associates will perform the following work: Work with the selected vendor(s) to develop an implementation schedule and project plan. This will include: • Developing a work breakdown structure, including project milestones and effort estimates. • Evaluating staffing requirements for the project. • Identifying the critical path, dependencies, and risks of the project. • Developing contingency plans for high - impact, high -risk areas as required. • Identifying project review and assessment points. Manage the implementation of the system(s) to assure installation in accordance with plans, schedules, specifications, and manufacturers and/or developers recommendations. This will include: • Coordinating activities with the Police Department, other agencies, and vendor(s) representatives. • Preparing design specifications with the selected vendor(s). • Overseeing the installation of the new system(s). • Identifying necessary course corrections if the project schedule is at risk. • Providing technical expertise and objective analysis as required. • Providing oral briefings and summaries of project findings and recommendations to the City's Project Manager. Assist in the acceptance testing of the system(s). Perform a post - implementation review to ensure the system satisfies specified requirements. Coordinate the preparation and submission of the TLETS Application for interface connectivity. • Coordinate the procurement and installation of City furnished and third -party vendor product and services. • Assist the City in contract issues with the selected vendor(s). • Perform other services as defined by the City's Project Manager. 9 Exhibit B Expenses City shall reimburse Consultant at actual cost for the following expenses that are directly attributable to authorized work performed under this Agreement: • Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at $0.31 cents per mile. All travel must be approved by the City prior to the Consultant incurring travel expenses. • Meals, not to exceed City's travel per diem. • Lodging. • Telephone, fax, online and telegraph charges. • Postage and courier services. • Printing and reproduction. • Computer services. 10 Philadelphia Insurance Companies One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 PROFESSIONAL LIABILITY FOR SPECIFIED PROFESSIONS [Xj Philadelphia Indemnity Insurance Company T l Philadelphia Insurance Company DECLARATIONS Policy Number. PHSD038077 NOTICE THIS IS A CLAIMS MADE AND REPORTED POLICY. PLEASE READ THIS POLICY CAREFULLY. THE LIMIT OF LIABILITY INCURRED FOR INVESTIGATION AND LEGAL COSTS. FURTHER NOTE HATLAMOUN S INCURRED FOR SUCH COST SHALL BE APPLIED AGAINST THE DEDUCTIBLE AMOUNT Item 1. Named Insured and Address: GANNER ASSOCIATES, INC. 2210 SOUTHWEST KINGS COURT PORTLAND. OR 97205 Item 2. Policy Period: From: 09/03/2002 To: 09/03/2003 (12:01 A.M. local time at the address shown in Item 1.) Item 3. Deductible: $5.000 Deductible per Claim Item 4. Limits of Liability: (A) $1.000.000 each Claim, including Claims Expense (B) $1.000.000 Annual Aggregate, including Claims Expense Item 5. Premium: 52 04 . Item 6. Additional Premium for Optional Extended Reporting Period: S1.536.00 Item 7. Retroactive Date: 09/03/1997 Item 8. Named Insureds Profession: o u er Counts Endorsements: PP0701 (7/01) PI- PLSP -OR -1 Privacy Polity Notice (4/97) Oregon Amendatory Endorsement PI- PLSP -10 (1/00) Bankruptcy or Insolvency Exclusion Endorsement PI- PLSP -88 (4/97) Nu `ler Energy Uabtlily Ex cI. Manuscript Endorse By accepting this Policy. the Insured merit (Manuscript Exclusion Name: Computer shall be deemed material, t and a agrees that the state are C su n P , esen Endorseme that this Policy is issued in reliance upon tlte of such represlerltah' that y 4 _ =flue the Countersignature 7n ')t. -I SgIHT:]fSSV ?lHNti9 Cou ntersignatur e te 86077177E0Q zs :Sri En9L /70 /S8 DATE: July 17, 2003 SUBJECT: City Council Meeting - July 24, 2003 ITEM: *11.F.1. Consider a resolution authorizing the Mayor to execute an Agreement for Consulting Services with Ganner Associates, Inc. for project management for the implementation of a new computer -aided dispatch and records management system for the Police Department. Resource: Paul Conner, Chief of Police Capt. Chris Bratton History: In 2000, the Police Department entered into a $107,500 contract with Ganner Associates, Inc., to perform consulting services related to the development, procurement, and contract negotiation for a new Computer Aided Dispatch /Records Management System (CAD /RMS) to serve Police and Fire departments. That original contract stipulates that any additional work be performed under a separate agreement. The proposed contract is for $25,000 and would cover project management for the project's implementation phase to ensure the new system is fully implemented and performs as expected. Using CAD systems, public safety officers can gather critical information related to calls- for - service through wireless communications systems coupled with mobile computers installed in their vehicles. This system will be used by our 100+ officers, as well as Animal Control and Fire Department personnel. In addition, the CAD system would be used to "patch" together police, fire, and EMS personnel when a call- for - service requires a multi - department response. The first phase of this project was approved by City Council as part of the Fiscal 2000 -01 budget and since has been folded into the City's General Capital Project Funds. Funding: Cost: $25,000.00 Source: General Capital Project Fund Outside Resources: None Public Comment: None Impact/ Benefit: Approving the contract will allow the Department to continue to benefit from these highly technical consulting services as it goes through the final project implementation Sponsor: N/A