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R-98-04-09-10C3 - 4/9/1998AGREEMENT FOR CONSULTING SERVICES This agreement is entered as of A }fir ` 1 l -" between Allied Consultants Inc. a Texas corporation, with offices at 1304 West Avenue, Austin, Texas 78701( "ACI ") and the City of Round Rock with offices at 221 E. Main Street, Round Rock, Texas 78664 ( "ROUND ROCK "). THEREFORE, the parties agree: ARTICLE 1 TERM I ACI's performance under this contract shall commence on ! ( - 'Ir` 1 � t CC 1 1 dependent on Round Rock approval of funding, and shall remain in effect until terminated by ROUND ROCK. ARTICLE 2 PROJECT WORK PLAN A project management team (which shall include Round Rock and ACI personnel) shall develop a mutually acceptable Work Plan. Said Plan shall specify the measurable tasks necessary for each of the "Deliverables" listed below to achieve completion. Round Rock shall have the sole right to determine when and if each Deliverable has been completed. Payment Terms The following specific payment agreements have been negotiated between the parties, the City of Round Rock (Round Rock) and Allied Consultants Inc. (ACI). Both parties agree that payment shall be in accordance with the deliverables listed below. Said deliverable tasks shall be established in the project work plan which shall be attached hereto and made a part of hereof. Total Fixed Fee 3295, 000.00 ACI will invoice Round Rock fifteen thousand five hundred dollars ($15,500.00) upon $15,500.00 delivery of Deliverable 1•. "Project Scope Complete, Roles and Responsibilities Published, PeopleSoft "Training Schedule Published, Project Organizational Published and Project Work Plan Complete ". ACI will invoice Round Rock for thirty thousand dollars ($30,000.00) upon delivery of $30,000.00 Deliverable 2: "Conceptual Solution Published, Coding Block Defined, Initial Fit Analysis Complete and Configurations Complete ". ACI will invoice Round Rock for thirty-five thousand dollars ($35,000.00) upon delivery of Deliverable 3: "Fit Analysis Complete, Budgeting Decisions Complete, New Business Processes Defined and Parameter Document Published ". $35,000.00 ACI will invoice Round Rock for fifteen thousand dollars ($15,000.00) upon delivery of $15,000.00 Deliverable 4: "Test Scenarios Development Complete ". AC1 will invoice Round Rock for thirty -five thousand dollars ($35,000.00) upon delivery $35,000.00 of Deliverable 5: "Interfaces and Conversion Functional Designs Complete ". ACI will invoice Round Rock for fifty thousand dollars ($50,000.00) upon delivery of $50,000.00 Deliverable 6: "End User Financials Training for General Ledger, Purchasing and Accounts Payable Complete and Production Environment Prepared ". ACI will invoice Round Rock for forty -five thousand dollars ($45,000.00) upon delivery of Deliverable 7: "System Test Test for General Ledger, Purchasing and Accounts Payable Complete ". $45,000.00 ACI will invoice Round Rock for ten thousand dollars ($10,000.00) upon delivery of $10,000.00 Deliverable 8: "Go -Live on Production System ". ACI will invoice Round Rock for fifteen thousand dollars ($15,000.00) upon delivery of $15,000.00 $10,000.00 Deliverable 9: "End User Training for Fixed Assets and Budgeting Complete ". ACI will invoice Round Rock ten thousand dollars ($10,000.00) upon delivery of Deliverable 10: "System Test for Fixed Assets and Budgeting and Integration of all Financial Modules Implemented Complete ". ACI will invoice Round Rock five thousand dollars ($5,000.00) upon delivery of $5,000.00 Deliverable 11: "Post hnplementation Follow -up and Report and Quality and Disaster Recovery Plans Complete ". ACI will invoice Round Rock twenty-nine thousand five hundred dollars ($29,500.00) for $29,500.00 Retainage. In addition to the above deliverables, ACI shall, at the request of Round Rock, perform the following services at an additional cost based on time ($95.00 per hour) plus materials, 1. Technical Support, which shall focus on assisting Round Rock with integration of the software and sharing and implementing proven strategies in database, operating systems, and network administration. 11. Assistance in Interface Development, where required interfaces between PeopleSoft components and Round Rock applications will be designed and developed as "fit" analysis and prototyping activities progress. Effective data mapping between PeopleSoft and interfacing systems as well as comprehensive events analysis will be key to successful interface development. The management team will facilitate verification of interface designs and test results by various "stewards" of interfacing systems. Integration testing shall be conducted in coordination with prototyping activities to ensure that all components of the new applications work in concert to meet Round Rock's business requirements. If Round Rock requests Data Conversion Services, the rate shall be $95.00 per hour. Modifications Any modification to the number of staff, services, or the term of this Contract shall be timely negotiated by the parties to determine any additional person - day(s) of services which ROUND ROCK may require of ACI. Each party's confidential information shall be safeguarded by the other to the same extent that each safeguards confidential material or data relating to it's own business. Each party agrees to disclose confidential information only to its staff and shall not disclose such information to any other party without express written consent of the other. Notwithstanding the above, the parties recognize and understand that ROUND ROCK is subject to the Texas Public Information Act and its duties run in accordance therewith. ARTICLE 3 RELATIONSHIP OF THE PARTIES The parties acknowledge that ACI 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. CONTRACT PAGE 2 APRIL 2, 1998 ARTICLE 4 PERFORMANCE ACI 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 ACI under this Contract shall be reasonably designated by ROUND ROCK. ACI will exercise best efforts to complete these tasks in a timely and professional manner. ARTICLE 5 OWNERSHIP OF DATA PROCESSING KNOW -HOW Any intellectual property rights relating to data processing or functionality developed during this Contract by ACI, or jointly by ROUND ROCK and ACI, shall be and remain the exclusive property of ROUND ROCK. ARTICLE 6 CONFIDENTIALITY Any programs, data, or other materials furnished by ROUND ROCK for use by ACI in connection with Services to be performed under this Contract shaft remain the sole property of the ROUND ROCK and shall be held in confidence by ACI as set forth hereunder. Both parties agree to hold all confidential information in 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. ARTICLE 7 TIME LIMITATION No legal proceeding arising out of this Contract regardless of the form of action may be brought by either party more than two (2) years after the detection of the action has occurred. ARTICLE 8 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, or for one (1) year after termination of this Contract. CONTRACT ARTICLE 9 ATTORNEY FEES In the event, any proceeding or lawsuit is brought by ROUND ROCK or the ACI in connection with this Contract; the prevailing party shall be entitled to recover its reasonable costs and reasonable attorney fees. ARTICLE 10 ASSIGNMENT Neither party shall assign this Agreement without written consent of the other which consent shall not be unreasonable withheld. Provided, however, ACI may assign this Agreement without Round Rock's consent in the event of an intemal corporate reorganization where the assignee is adequately capitalized by generally accepted accounting standards or in the event of a merger or acquisition of a majority of ACI shares. Any assignee shall be bound by the terms of this Agreement as if it had executed the Agreement. Notwithstanding the above, the assigning party shall continue to bear responsibility and liability for any and all acts, omissions and other obligations committed or required to be committed by the assigning party prior to the assignment. Any attempted assignment in contravention of this section will be void and of no effect. PAGE 3 APRE.2, 1998 ARTICLE 11 APPLICABLE LAW This Contract shall be construed and enforced according to the laws of the State of Texas with venue in Williamson County. ARTICLE 12 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 affect thereby. ACI 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 events to ROUND ROCK. In the event that this contract is terminated at no fault of the ACI, ROUND ROCK will be responsible for payments due for non- disputed work completed or in process as of the date of the termination. ACI will submit timesheets to ROUND ROCK on a monthly basis. If ROUND ROCK has any dispute with work performed by the ACI, ROUND ROCK will notify the AC1 within 14 days after receipt of timesheets. If there is any dispute regarding the work performed ACI 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 timeshcet. ARTICLE 13 NOTICE All notices or communications given or sent to either party, except emergency requests for services, must be made by Certified Mail in a postage prepaid letter addressed as follows: ROUND ROCK: ACI: City of Round Rock Allied Consultants Inc. 221 E. Main Street 1304 West Avenue Round Rock, Texas 78664 Austin, Texas 78701 Attn: Assistant City Manager Attn: Daniel Krause 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. ARTICLE 14 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. CONTRACT PAGE 4 APRIL 2, 1998 ARTICLE 15 TERMINATION The Contract may be terminated before the stated termination date by 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 ACI as a consequence of failure by ACI 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 ACI upon not less than thirty (30) days written notice to ACI. (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 ACI. In determining the value of the work performed by ACI prior to termination, Round Rock shall he the sole judge. Compensation for work at termination will be based on a percentage of the 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 ACI defaults in the performance of this Contract or if Round Rock terminates this Contract for fault on the fault an the part of ACI, Round Rock will give consideration to the actual costs incurred by ACI in performing the work to the date of default, the amount of work is usable to Round Rock, the cost to Round Rock of employing another firm to complete the work which is usable to Round Rock, the cost tot he City of employing another firm to complete the work required and the time required to do so, and other factors which 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 ACI to fulfill its contract obligations, Round Rock may take over the project and prosecute the work to completion. In such case, ACI shall be liable to Round Rock for any additional cost occasioned Round Rock. ACI shall be responsible for the settlement of all contractual and administrative issues arising out of the procurement made by ACI in support of the scope of services under this Contract. All materials, data, specifications, and programs, either written or machine readable (including but not limited to the reports) prepared by ACI in connection with services provided under this Contract ( "Materials ") shall be deemed "Work Made For Hire" or, to the extent the law does not permit such to be so deemed, AC1 hereby assigns all rights, title and interest therein to ROUND ROCK. ARTICLE 16 WARRANTY ACI 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 (but in no event after February 28, 1999) after work is performed. CONTRACT PAGE 5 APRIL 2, 1998 ARTICLE 17 EMPLOYEES ARTICLE Under the 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. ARTICLE 18 INDEMNITY ACI shall indemnify, save harmless and exempt the ROUND ROCK, its officers, agents, servants and employees from and against any and all suits, actions, legal proceedings, claims, demands, demands, costs, expenses, attorney fees and any and all other costs and fees incident to any work done as result of this contract and arising out of a willful or negligent net or omission of ACI, its officers, agents, servants and employees; provided, however, that ACI shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorneys' fees arising out of a willful or negligent net or omission of the ROUND ROCK, its officers, agency, servants and employees or third parties, CONTRACT ARTICLE 19 INSURANCE ACI shall furnish Round Rock with evidence of the following types of insurance a required in RFP paragraph 5.9: i General Liability ii Automobile Liability iii Worker's Compensation iv Professional Liability ARTICLE 20 SURETY ACI shall furnish ROUND ROCK with a Performance Bond for one hundred percent (I00 %) of the Contract amount in accordance with paragraph 5.21 of the Request for Proposal. ARTICLE 21 PAYMENT ACI shall invoice Round Rock upon successful completion of each of the deliverables listed in Article 2. Round Rock will pay ACI in accordance with its prompt payment policy. ROUND ROCK will not pay for any travel and lodging expenses for AC1 consultants. ARTICLE 22 STAFFING Round Rock, at its sole option, shall have final approval of ACI's personnel assigned to this project. In the event such approval is not granted, this contract may be terminated by Round Rock as permitted by Article 15 of this Contract. PAGE 6 APRIL 2, 1998 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 modification or amendment of this Contract will be binding on either party unless acknowledged in writing by their duly authorized representatives. i. Request for Proposal (RFP) Number 98 -17 -000 ii. ACI's response to the RFP iii. ACI's Best and Final Offer iv. Mutually Agreed Upon and Approved Project Work Plan The order of precedence shall be as follows: i. This contract RFP ACI's Best and Final Offer iv. ACI's Response to the RFP 1 OLN14/Z Name e : n �! ,Qn �, Ny V I�X— 11 --SIB Title: Date: Attest: ACI: 7/m19 By: kNIEu Name: Title: CONTRACT I LO P2.Is 7 l ,o/ qb' Date: ARTICLE 23 ENTIRE AGREEMENT (' k.l Plo6 /a Name: IT) Ayck, Title: Date: Attest: ROUND ROCK: By: Name: M MeJ ,�QANNv SA ND AAS5I5 A JT CITY P914 AGE1ei Title: 5 - 98. Date: PACE 7 APRIL 2, 1998 That the Mayor is hereby authorized and directed to execute on behalf of the City, subject to the City Manager's and City Attorney's approval of the final language and terms, an agreement with Allied Consultants, Inc. for professional consulting services for the implementation of software for the Financial Department's computer systems, 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. RESOLUTION NO. R- 98- 04- 09 -10C3 WHEREAS, the City has a need for professional consulting services for the implementation of software for the Financial Department's computer systems, and WHEREAS,Allied Consultants, Inc. has submitted an agreement to provide the needed services, and WHEREAS, the City Council desires to enter into said agreement with Allied Consultants, Inc., subject to the City Manager's and City Attorney's approval of the final language and terms, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, K: \WPDOCS \RBSOLVTI \RB0103C3 .WPD /scg ATTEST: RESOLVED this 9th day of April, 1,98. jy JOANNE LAND, City Secret (/-/572,4J C /WM7 4ss7 y 2 CHARLES CbLPEPiER, Mayor City of Round Rock, Texas This agreement is entered as of between Allied Consultants Inc. a Texas corporation, with offices at 1304 West Avenue, Austin, Texas 78701(ACI ") and the City of Round Rock with offices at 221 E. Main Street, Round Rock, Texas 78664 ( "ROUND ROCK "). THEREFORE, the parties agree: AGREEMENT FOR CONSULTING SERVICES ARTICLE 1 TERM x L:u� '.I, . 1 if ACI's performance under this contract shall continence on , dependent on Round Rock approval of funding, and shall remain in effect until canceled by ROUND ROCK. ARTICLE 2 PROJECT WORK PLAN A project management team (which shall include Round Rock and ACI personnel) shall develop a mutually acceptable Work Plan. Said Plan shall specify the measurable tasks necessary for each of the "Deliverables" listed below to achieve completion. Round Rock shall have the sole right to detennine when and if each Deliverable has been completed_ Payment Terms The following specific payment agreements have been negotiated between the parties, the City of Round Rock (Round Rock) and Allied Consultants Inc. (ACI). Both parties agree that payment shall be in accordance with the deliverables listed below, Said deliverable tasks shall be established in the project work plan which shall be attached hereto and made a part of hereof Total Fixed Fee 5295,000.00 ACI will invoice Round Rock ten thousand dollars ($10,000.00) upon delivery of $10,000.00 Deliverable 1: "Project Work Plan" and "PeopleSoft Training Schedule "_ $20,000.00 ACI will invoice Round Rock for ten thousand dollars ($10,000.00) upon delivery of $10,000.00 Deliverable 3: "Integration Plan". ACI will invoice Round Rock for thirty thousand dollars ($30,000.00) upon delivery of $30,000.00 Deliverable 4: "New Business Processes Document" and "Test Scenarios ". ACI will invoice Round Rock for thirty-five thousand dollars ($35,000.00) upon delivery $35,000.00 of Deliverable 5: "Completion of Fit Analysis ". ACI will invoice Round Rock for forty-five thousand dollars ($45,000.00) upon delivery $45,000.00 of Deliverable 6: "Completion of Prototyping ". ACI will invoice Round Rock for fifty thousand dollars ($50,000.00) upon delivery of $50,000.00 Deliverable 7: "Comprehensive System Test Plan". $24,000.00 ACI will invoice Round Rock for twenty thousand dollars ($20,000.00) upon delivery of Deliverable 2: "Project End User Training and Documentation Plans ". ACI will invoice Round Rock for twenty -four thousand dollars ($24,000.00) upon delivery of Deliverable 8: "Completion of End User Training for General Ledger, Purchasing and Accounts Payable ". ACI will invoice Round Rock thirty thousand dollars ($30,000.00) upon delivery of Deliverahle 9: "Completed System 'fest for General Ledger, Purchasing and Accounts Payable ". ACI will invoice Round Rock ten thousand dollars ($10,000.00) upon delivery of $10,000.00 Deliverable 10: "Cut over to production — Go I,ive Date Completed ". ACI will invoice Round Rock ten thousand dollars ($10,000.00) upon deliver of $10,000.00 Deliverable 11: "Completed System Test for Fixed Assets and Budgeting and Integration of all Financial Modules hnplemented", ACI will invoice Round Rock for sixteen thousand dollars ($16,000.00) upon delivery of Deliverable 12: "Completion of End User Training Fixed Assets and Budgeting". ACI will invoice Round Rock five thousand dollars ($5,000.00) upon delivery of Deliverahle 13: "Post Implementation Follow -up and Report'. 630,000 00 $16,000.00 $5,000.00 In addition to the above deliverables, ACI shall, at the request of Round Rock, perform the following services at an additional cost based on time ($95.00 per hour) plus materials. Technical Support, which shall focus on assisting Round Rock with integration of the software and sharing and implementing proven strategies in database, operating systems, and network administration. 11. Assistance in Interface Development, where required interfaces between PeopleSoft components and Round Rock applications will be designed and developed as "fit" analysis and prototyping activities progress. Effective data mapping between PeopleSoft and interfacing systems as well as comprehensive events analysis will be key to successful interface development. The management team will facilitate verification of interface designs and test results by various "stewards" of interfacing systems. Integration testing shall be conducted in coordination with prototyping activities to ensure that all components of the new applications work iu concert to meet Round Rock's business requirements. If Round Rock requests Data Conversion Services, the rate shall be $95.00 per hour. Modifications Any modification to the number of staff, services, or the tenn of this Contract shall be timely negotiated by the parties to determine any additional person - day(s) of services which ROUND ROCK may require of ACI. Each party's confidential information shall be safeguarded by the other to the same extent that each safeguards confidential material or data relating to it's own business. Each party agrees to disclose confidential information only to its staff and shall not disclose such information to any other party without express written consent of the other. Notwithstanding the above, the parties recognize and understand that ROUND ROCK is subject to the Texas Public Information Act and its duties run in accordance therewith. ARTICLE 3 RELATIONSHIP OF THE PARTIES The parties acknowledge that ACI 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. CONTRACT PAGE2 APRIL 2. 1998 ARTICLE 4 PERFORMANCE ACI agrees to perfonn 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 ACT under this Contract shall he reasonably designated by ROUND ROCK. ACI will exercise best efforts to complete these tasks in a timely and professional manner. ARTICLE 5 OWNERSHIP OF DATA PROCESSING KNOW -HOW Any intellectual property rights relating to data processing or functionality developed during this Contract by ACI, or jointly by ROUND ROCK and ACI, shall be and remain the exclusive property of ROUND ROCK. ARTICLE 6 CONFIDENTIALITY Any programs, data, or other materials furnished by ROUND ROCK for use by ACl in connection with Services to he performed under this Contract shall remain the sole property of the ROUND ROCK and shall be held in confidence by ACI as set forth hereunder. Roth parties agree to hold all confidential information in strictest confidence and not make any use thereof other than for the performance of this Contract. ARTICLE 7 TIME LIMITATION No legal proceeding arising out of this Contract regardless of the form of action may be brought by either party more than one (1) year after the detection of the action has occurred. ARTICLE 8 NON-SOLICITATION Both parties agree they shall not directly or indirectly solicit for employment, employ or otherwise retain staff of the other during the tens of this Contract, or for one (1) year after termination of this Contract. ARTICLE 9 ATTORNEY FEES In the event, any proceeding or lawsuit is brought by ROUND ROCK or the ACI in connection with this Contract; the prevailing party shall be entitled to recover its reasonable costs and reasonable attorney fees. ARTICLE 10 ASSIGNMENT Neither party shall assign this Agreement without written consent of the other which consent shall not be unreasonable withheld. Provided, however, ACI may assign this Agreement without Round Rock's consent in the event of an internal corporate reorganization where the assignee is adequately capitalized by generally accepted accounting standards or in the event of a merger or acquisition of a majority of ACI shares. Any assignee shall be bound by the terms of this Agreement as if it had executed the Agreement. Notwithstanding the above, the assigning party shall continue to bear responsibility and liability for any and all acts, omissions and other obligations committed or required to be committed by the assigning party prior to the assignment. Any attempted assignment in contravention of this section will be void and of no effect. CONTRACT PAGE 3 APRIL 2, 1998 ARTICLE 11 APPLICABLE LAW This Contract shall be construed and enforced according to the laws of the State of Texas with venue in Williamson County. ARTICLE 12 SEVERABILITY If any provision of this Contract shall he held illegal, unenforceable. or in conflict with any law governing this Contract, the validity of the remaining portions shall not he affect thereby. ACI 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 events to ROUND ROCK. In the event that this contract is terminated at no fault of the ACI, ROUND ROCK will be responsible for payments due for non- disputed work completed or in process as of the date of the termination. ACI will submit timesheets to ROUND ROCK on a monthly basis. If ROUND ROCK has any dispute with work performed by the ACI, ROUND ROCK will notify the ACI within 14 days after receipt of timesheets. If there is any dispute regarding the work performed ACI 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 timesheet. ARTICLE 13 NOTICE All notices or communications given or sent to either party, except emergency requests for services, must he made by Certified Mail in a postage prepaid letter addressed as follows: ROUND ROCK: ACI: City of Round Rock Allied Consultants Inc_ 221 E. Main Street 1304 West Avenue Round Rock, Texas 78664 Austin, Texas 78701 Attn: Assistant City Manager Attn: Daniel Krause 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. ARTICLE 14 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. ARTICLE 15 TERMINATION Round Rock or ACI may terminate this Contract upon written notice to the other party if any of the following events have occurred and are not cured within thirty (30) days after written notice of such event(s) to the other party. CONTRACT PAGE 4 APRIL 2, 1998 ARTICLE 19 INDEMNITY i Either party breaches any of the covenants in this Contract ii Either party dissolves, becomes insolvent or otherwise terminates its existence iii Either party commences any proceedings, whether voluntary or involuntary, under bankruptcy or insolvency law or laws relating to the relief of debtors, readjustments of indebtedness, or reorganization or composition by or against the other party, which proceeding, if voluntary commenced, is not dismissed within thirty (30) days of commencement All materials, data specifications, and programs, either written or machine readable (including but not limited to the reports) prepared by ACI in connection with services provided under this Contract ( "Materials ") shall be deemed "Work Made For Hire" or, to the extent the law dots not permit such to he so deemed, ACT hereby assigns all rights, title and interest therein to ROUND ROCK. ARTICLE 17 WARRANTY ACI 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 (but in no event more than 90 calendar days) after work is perfornned. ARTICLE 18 EMPLOYEES ARTICLE Under the 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. ACI shall indemnify, save harmless and exempt the ROUND ROCK, its officers, agents, servants and employees from and against any and all suits, actions, legal proceedings, claims, demands, demands, costs, expenses, attorney fees and any and all other costs and fees incident to any work done as result of this quote and arising out of a willful or negligent act or omission of ACI, its officers, agents, servants and employees; provided, however, that ACI shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorneys' fees arising out of a willful or negligent act or omission of the ROUND ROCK, its officers, agency, servants and employees or third parties. ARTICLE 20 INSURANCE ACI shall furnish Round Rock with evidence of the following types of insurance a required in RFP paragraph 5.9: ARTICLE 21 SURETY i General Liability ii Automobile Liability iii Worker's Compensation iv Professional Liability ACI shall furnish ROUND ROCK with a Performance Bond for one hundred percent (100 %) of the Contract amount in accordance with paragraph 5.21 of the Request for Proposal. ARTICLE 22 PAYMENT CONTRACT PAGES APRIL2, 1998 ACI shall invoice Round Rock upon successful completion of each of the deliverables listed in Article 2. Round Rock will pay ACI in accordance with its prompt payment policy_ ROUND ROCK will not pay for any travel and lodging expenses for ACI consultants. ARTICLE 23 ENTIRE AGREEMENT The terms and conditions of this Contract, including the attacbrnents 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 modification or amendment of this Contract will be binding on either party unless acknowledged in writing by their duly authorized representatives_ i. Request for Proposal (RFP) Number 98 -17 -0001 ii. ACI's response to the RIP ACPs Rest and Final Offer iv. Mutually Agreed Upon and Approved Project Work Plan The order of precedence shall be as follows: this contract RFP ACT's Best and Final Offer ACI's Response to the RFP ACI: ROUND ROCK; By: liy Name: Name: Title: Title: Date: Attest: ACI: By: Name: Title: CONTRACT PAGER Date: Date: Date: Attest: ROUND ROCK: By: Name: Title: APRIL 2, 1998 DATE: April 3,1998 SUBJECT: City Council Meeting, April 9,1998 ITEM: 10.C.3. Consider a resolution authorizing the Mayor to execute an agreement with Allied Consultants, Inc. for computer system software implementation services. Allied Consultants, Inc. serves as the implementation partner for PeopleSoft software and will be responsible for project management, software installation, training and implementation support. The implementation fixed fee is $295,000 and is included in the amended operating budget. Staff Resource Person: David Kautz Through a competitive proposal process, on -site scripted demonstrations, interviews, negotiations, and site visits to v endor clients, staff has selected the PeopleSoft financial systems application software for the City's accounting, budget, financial reporting, purchasing, fixed asset management, capital projects management and accounts payable systems. Allied Consultants, Inc. is the implementation partner for PeopleSoft software. The implementation phase of the software requires a minimum time frame of 6 months with the deadline for having the software installed and operable October 1, 1998 (beginning of the City's fiscal year).