Loading...
HomeMy WebLinkAboutMINUTES - 11081994 - 1.71 TO: BOARD OF SUPERVISORS Contra FROM: Phil Batchelor, County Administrator s Costa County °ATE' October 27, 1994 oTr�_`6u' �r SUBJECT: Consulting Agreement SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Chair of the Board of Supervisors to execute an agreement amendment with Pinnacle Consulting, Inc. increasing their payment limit from $24,950 to $65,000. II. FINANCIAL IMPACT: This action if approved will not result in any increased cost to Data Processing Services. III. REASON FOR RECOMMENDATION AND BACKGROUND: The current county - payroll system was purchased from Management Sciences of America (MSA) and installed in 1977. From its installation date until 1987 the county contracted with MSA for maintenance, installing all the appropriate upgrades supplied by MSA. In 1987 the Auditor decided not to install the MSA upgrades as a cost cutting measure. This lack of updates has made it extremely difficult for the county to maintain the system and meet some legal payroll requirements. Consequently, the Auditor has decided to do a major payroll reinstall to bring the payroll system to the current version with a deadline of the January 10, 1995 payroll. To meet this date requires numerous upgrades be installed in the system Data Processing Services has contracted with Pinnacle for assistance because of their background and expertise with the MSA payroll system to insure this deadline is met. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON NUV APPROVED AS RECOMMENDED 'L OTHER VOTE OF SUPERVISORS / I HEREBY CERTIFY THAT THIS IS A TRUE UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. cc: Auditor (1) ATTESTED NoV81 A CAO (1) PHIL BATCHELOR,CLERK OF THE BOARD OF Data Process i no (Z) SUPERVISORS AND COUNTY ADMINISTRATOR (l M382 (10/88) BY 7f,1 - \ a I ` DEPUTY 1. 71 - paISL 2 IV. CONSEQUENCES OF NEGATIVE ACTION: If the request is not approved, Data Processing Services could be in a situation of not having all the payroll upgrades in place and properly tested in time to meet the January 10, 1995 payroll. 1.7 Contra Costa County Number: SERVICE CONTRACT Fund: !O(o Account: 12110 1. Contract Identification: Department: CAO/Data Processing Services Subject: Consulting Agreement 2. Parties. The County of Contra Costa, California (County, for its Department named above, and the following named Contractor mutually agree and promise as follows. Contractor: Pinnacle Consulting, Inc. Capacity: Taxpayer ID: 36-3714975 Address: 2805 Butterfield Rd. Suite 200 Oak Brook, IL. 60521 (708) 573-1166 3. Term: The effective date of this Contract is September 12, 1994 and it terminates March 31, 1995 unless sooner terminated as provided herein. 4. Termination. The Contract may be terminated by either party, at its sole discretion, upon ten day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. Upon such termination, Consultant agrees to turn over to Public Agency everything pertaining to the work possessed by him or under his control at that time, and will be paid, without duplication, all amounts due or thereafter becoming due on account of services rendered to the date of termination. 5. Payment Limit. County's total payment to Contractor under this Contract shall not exceed $ 24,950.00. 6. County's Obligations. In consideration of Contractor's provision of services as described below, and subject to the payment limit expressed herein, County shall pay Contractor, upon Contractor's submission of a properly documented demand for payment (County Demand Form D-15) which shall be submitted not later than 45 days from the end of the month in which the contract services were rendered, and upon approval of such demand by the head of the County Department for which this Contract is made or his designee. a. FEE RATE: $90.00 per service unit: hour; or ❑ session, as defined; or ❑ calendar_(Insert day, week or month) Not to exceed a total of 277 service units. ❑ b. Payment in full after approval by the Department. ❑ c. As set forth in the attached Payment Provisions. 7. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 8. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local laws and regulations applicable with respect to its performance under this Contract, including but not limited to, licensing, employment and purchasing practices; and wages, hours and conditions of employment, including non-discrimination. 9. Non-discriminatory Services. Contractor agrees that all goods and services under this Contract shall be available to all qualified persons regardless of age, sex, race, religion, color, national origin, or ethnic background, or handicap, and that none shall be used, in whole or in part, for religious worship or instruction. 10. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture or association. The County shall neither direct nor have control over Contractor, Contractor's activities, or the methods and details by which Contractor fulfills its obligations under this Contract. In providing services hereunder, Contractor shall work cooperatively with County's Director of Data Processing or her designee. 11. Disputes. Disagreements between the County and Contractor concerning the meaning, requirements, or performance of this Contract shall be subject to final determination in writing by the head of the County Department for which this Contract is made or his designee or in accordance with the applicable procedures (if any) required by the State or Federal Government. 12. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861 (v)(1) of the Social Security Act„ and any regulations promulgated thereunder, Contractor shall, upon written request and until the expiration of four years after the furnishing of services pursuant to this Contract, make available to the Secretary of Health and Human Services or to the Comptroller General, or any of their duly authorized representative, this Contract and books, documents, and records of Contractor that are necessary to certify the nature and extent of all costs and charges hereunder. Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value or cost of$10,000 or more over a twelve month period, such subcontract shall contain a clause to the effect that upon written request and until the expiration of four years after the furnishing of services pursuant to such subcontract, the subcontractor shall make available, to the Secretary, the Comptroller General, the County, or any of their duly authorized representatives, the subcontract and books, documents, and records of the subcontractor that are necessary to verify the nature and extent of all costs and charges hereunder. This special condition is in addition to any and all other terms regarding the maintenance or retention of records under this Contract and is binding on the heirs, successors, assigns and representatives of Contractor. 13. Indemnification. The Contractor shall defend, indemnity, save, and hold harmless the County and its officers and employees from any and all claims, costs and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of the County or its officers or employees. Contractor will reimburse the County for any expenditures, including reasonable attorneys' fees, the County may make by reason of the matters that are the subject of this indemnification, and if requested by the County will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of the Contractor. 14. Expenses. Contractor's fee, as set forth in Payment Limit Paragraph includes full compensation for all services, work and expenses provided or incurred by Contractor under this contract, including all travel, mileage, and per diem expenses. 15. Insurance. During the entire term of this Contract and any extension or modification thereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions: a. Liability Insurance. The Contractor shall provide comprehensive liability insurance, including coverage for owned and non- owned automobiles, with a minimum combined single limit coverage of$500,000 for all damages, including consequential damages, due to bodily.injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance shall be endorsed to include the County and its officers and employees as additional insureds as to all services performed by Contractor under this agreement. Said policies shall constitute primary insurance as to the County, the State and Federal Governments, and their officers, agents, and employees, so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under the Contractor's insurance policy or policies. b. Workers Compensation. The Contractor shall provide a certificate of insurance evidencing workers' compensation insurance coverage for its employees. c. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance evidencing liability and worker's compensation insurance as required herein no later than the effective date of this Contract. If the Contractor should renew the insurance policy(ies) or acquire either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor shall provide (a) current certificate(s) of insurance. d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall include a provision for thirty (30) days written notice to County before cancellation or material changes of the above specified coverage. Said policies shall constitute primary insurance as to the County, the State and Federal Governments, their officers, agents and employees, so that other insurance policies held by them shall not be required to contribute to any loss covered under the Contractor's insurance policy or policies. 16. Proprietary Information. Subject to the provisions of the California.Public Records Act (California Government Code SS6250 et. seq.) proprietary information disclosed by either party to the other for the purposes of this agreement, shall be protected by the recipient in the same manner and to the same degree that the recipient protects its own proprietary information. such information will be disclosed only to those employees of the recipient requiring access thereto in order to perform this agreement. Contractor will hold harmless and indemnify Public Agency from liability to third parties arising from wrongful disclosure by Consultant to Public Agency of information which has been received in confidence from a third party. 17. Miscellaneous. a. This agreement, including Appendix A, constitutes the entire understanding between Public Agency and Contractor, and no commitments by either party, implied or otherwise, shall be binding on the parties hereto unless expressly set forth herein. b. This agreement shall be governed by the laws of the State of California. c. County will provide adequate office space, facilities, telephone service, secretarial support, data entry and computer time as required by assigned Contractor personnel. 18. Legal Authority. This contract is entered into under and subject to the following legal authorities: California Government Code Sections 26227 and 31000. 19. Signatures. these signatures attest the parties' agreement hereto: COUNTY OF CQWOSTA, CALIFORNIA CONTRACTOR `�:By: C By'.� Designee (Designate official business capacity A.) Approved: County Administrator By: r IlkBy: Designee r4icial business capacity B) Recommended by Department Approved: County Counsel By: By: esignee Designee Note to Contractor: For corporation (profit or nonprofit), the Contract must be signed by two officers. Signature A must be that of the president or vice-president and Signature B must be that of the secretary or assistant secretary(Civil code Sec. 1190.1 and Corporations Code Sec. 313). TIJINtrtS State of Pafffomre ACKNOWLEDGEMENT(By Corporation, Partnership, or Individual) County of The person(s) signing above for Contractor, personally known to me in the individual or business capacity(ies) stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representative(s) of the partnership or corporation named above in the capacity(ies) stated, personally appeared before me today and acknowledged that he/she/they executed it, and acknowledged to me that the partnership named above executed it or acknowledged to me that the corporation named above executed it pursuant to its by-laws or a resolution of its board of directors. Dated: o)g' l y (Notarial Sea[) 24 y/I SEAL � COFF01ALknW4 Notary Pu lic/Dep County Clerk THY E ZAHORAAft OF ILLINOIS;S`I�^ E?CP19E5:11106/96 SERVICE PLAN Preliminary TaskList and Estimates Contra Costa County September 23 , 1994 Upgrade Installation Support Package 15 hours Downloading files Uploading files JCL changes Upgrade to 89 .24 100 hours Prepare project plan Develop specs for inhouse conversions Write inhouse conversion programs Identify and review modifications Allocate libraries Load source Compile and link selected programs Execute DBS conversion programs Execute inhouse conversion programs Upgrade to 91. 08 60 hours Analyze differences between 89 . 24 & 91 . 08 Allocate libraries Load source Compile and link selected programs Execute DBS conversion programs Upgrade to 93 . 01 32 hours Analyze differences between 91 . 08 & 93 . 01 Download bulletin from insight Upload to mainframe Compile and link selected programs Execute DBS conversion programs Re-install 94 .10 60 hours Review 94 . 10 Prepare & Generate Install JCL Compile & Link Run Demo Meetings and Documentation 10 hours 277 hours 1.7 ) Contra Costa County Number: C45349-00 Standard Form 1/87 CONTRACT AMENDMENT AGREEMENT Fund: 1065 (Purchase of Services) Account: 2310 1. Identification of Contract to be Amended. Number: C45349-00 Effective Date: September 12, 1994 through March 31, 1995 Department: CAO/Data Processing Services Subject: Consulting Agreement 2. Parties. The County of Contra Costa, California(County),for its Department named above,and the following named Contractor mutually agree and promise as follows: Contractor: Pinnacle Consulting, Inc. Capacity: Taxpayer ID# 36-3714975 Address: 2805 Butterfield Rd. Suite 200 Oak Brook, IL. 60521 3. Amendment Date. The effective date of this Contract Amendment Agreement is October 25, 1994, 4. Amendment Specifications. The Contract identified above is hereby amended as set forth in the"Amendment Specifications"attached hereto which are incorporated herein by reference. 5. Si naq tures. These signatures attest the parties'agreement hereto: COUNTY OF CONTRA COSTA,CALIFORNIA BOARD OF SUPERVISORS Attest: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By: By: _/, , ( `ek Chairman/Designee Deputy CONTRACTOR By: By: (Designate official business capacity A.) (Designate official business capacity B.) Note to Contractor: For corporations(profit or nonprofit), the Contract must be signed by two officers. Signatures A must be that of the president or vice-president and Signature B must be that of the secretary or assistant secretary(Civil Code Sec. 1190.1 and Corporations Code Sec. 313). All signatures must be acknowledged as set forth on page two. Y • Contra Costa County Standard Form 1/87 Number: C45349-00 APPROVALS/ACKNOWLEDGEMENT APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED By: S By: V APPROVED: COUNTY ADMINISTRATOR By: D signee ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ACKNOWLEDGEMENT State of GeWow4a ACKNOWLEDGEMENT(By Corporation, �Q Partnership,or Individual) County of -Y The person(s)signing above for Contractor,personally known to me in the individual or business capacity(ies)stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representative(s)of the partnership or corporation named above in the capacity(ies)stated,personally appeared before me today and acknowledged that he/she/they executed it, and acknowledged to me that the partnership named above executed it or acknowledged to me that the corporation named above executed it pursuant to its by-laws or a resolution of its board of directors. Dated: t o a( 9'y AL SEAL {Nota `aI Seal)HY E ZAHORA a �E iL1C,SrATC OF ILLINOIS *✓F� i`IfJN t-.XPiHE,;:t 1/06/96 ` *' Notary Public/ eputy 16pty Clerk v AMENDMENT SPECIFICATION Number: C45349-00 In consideration for Contractor's willingness to complete DBS payroll upgrade to release 9410, County agrees to increase the payment limit to $65,000. County and Contractor agree,therefore,to amend the Contract identified herein as set forth below while all others parts of the Contract remain unchanged and in full force and effect. 1. Increase payment limit to$65,000. Initials: DOW 4-D Contractor County Dept.