REQUEST FOR PROPOSAL
IT Governance Implementation
July 19, 2013
This Request for Proposal (RFP) is being sent to pre-qualified consulting firms to act as the Consultant to provide professional services to develop and implement an IT Governance framework. Proposals for providing these services will be received until the close of business (4:30 P.M.) on Wednesday, August 14, 2013. Proposals are to be delivered to:
Julius Ciaccia, Executive Director Northeast Ohio Regional Sewer District
3900 Euclid Avenue
Cleveland, OH 44115-2504
Attn: Humberto Sanchez, Director of Information Technology
A pre-proposal meeting will be held at the NEORSD’s G. J. McMonagle Administration Building, 3900 Euclid Avenue, Cleveland, on Friday, August 2, 2013, at 10:00 AM.
Late submittals will not be considered.
RFP Schedule
Issue IT Governance Implementation RFP ...July 19, 2013
Pre-Proposal Meeting...August 2
Deadline for Submittal of Pre-Proposal Questions ...August 6
Deadline for Submittal of Consultant Proposals ...August 14, 4:30 PM
Consultant Interviews (Exact times to be determined) ...August 27-28
Consultant Selection ...August 30
Consultant Contract Award - Meeting of the Board of Trustees ...September 19
The RFP is organized as follows:
SECTION I INTRODUCTION SECTION II SCOPE OF WORK
SECTION III TRANSFER OF RECORDS SECTION IV SCHEDULE
SECTION V PROPOSAL FORMAT AND REQUIRED INFORMATION SECTION VI EVALUATION OF PROPOSALS
SECTION VII SELECTION PROCESS SECTION VIII OTHER INFORMATION
SECTION IX SUBMISSION OF PROPOSALS
Appendix A NEORSD Standard Clauses for Professional Services Agreements
SECTION I – INTRODUCTION
Background Information NEORSD
The Northeast Ohio Regional Sewer District (the District) is a political subdivision of the State of Ohio created and operating under Chapter 6119 of the Ohio Revised Code. The District is responsible for operation and management of wastewater collection, treatment and disposal facilities serving a service area including the City of Cleveland and all or portions of 61 communities. In addition, the District is responsible for a stormwater management program in the same area of service
District Administration Office is located at 3900 Euclid Avenue, Cleveland, Ohio 44118. This location includes the Engineering & Construction, Operations & Maintenance Administration, Human Resources, Finance, Administration & External Affairs, Law and Information Technology departments.
The District owns and operates three wastewater treatment facilities and a maintenance center:
Westerly Wastewater Treatment Plant, located at 5800 West Memorial Shoreway, Cleveland, 44102;
Southerly Wastewater Treatment Center, located at 6000 Canal Road, Cuyahoga Heights, 44125;
Easterly Wastewater Treatment Plant, located at 14021 Lakeshore Boulevard, Cleveland, 44110; and
Environmental and Maintenance Services Center (EMSC), located at 4747 East 49th Street. It houses the Sewer System Maintenance & Operation, Water Quality & Industrial Surveillance, Analytical Services, Building Maintenance and Vehicle Maintenance departments.
PROJECT BACKGROUND
In 2012, the District’s Internal Audit group conducted an information technology strategy review with the assistance of a consulting firm. The review had four major findings &
recommendations, namely:
1. Implement high level IT Governance process that is sustainable and beneficial to NEORSD
2. Establish IT Prioritization process for IT and Business-IT projects, 3. Develop an IT communications plan, and
4. Evaluate the IT organization structure and skill set.
In order to address items 1 through 3, the District opted to engage professional services from a qualified consultant to assist the District in developing and implementing an IT Governance framework. The District believes that such framework can be developed and included governance processes for project prioritization, and that such framework can be easy to
implement and is sustainable. Furthermore, previous audit reviews had recommended the need for formalized information technology security policies.
District Senior Leadership has agreed that this is an important undertaking, and that all other Departments have a role to play in this governance framework; particularly in setting up IT goals and objectives that are in alignment with the District’s business goals and objectives.
IT GOVERNANCE IMPLEMENTATION PROJECT
The primary goal of the IT Governance Implementation project is to implement a governance framework that will align IT goals and objective with NEORSD’s business goals and objectives. In doing so, the governance framework shall be inclusive of security and data management governance that will address risk and compliance concerns associated with the use of information technology in the context of the District’s business operations.
At the end of the project, the District expects:
1) A defined IT Governance framework and processes that are implementable and sustainable in the context of a wastewater utility operation.
2) A roadmap for the implementation of the framework, including identification of
milestones that are indicative of the District’s progress in implementing this framework. 3) A support system to guide the District through implementation to observe the District’s
framework processes as they are implemented and provide recommendation for improvement.
4) Performance indicators of IT-Business alignment that demonstrate the value that
Information Technology provides to the District’s operations, business, and achievement of strategic goals.
The District recognizes that several framework models are presently available, and that any of them – as a framework – can be tailored to fit an organization and make it simple, functional and sustainable for the District.
Furtherm for gover series of constrain In 2012, plan docu Plan”) Addition Internet s NEORSD The Distr administr Operation & Maintenance Plant Automatio PMO: P PMIS: P GIS: Ge FIS: Fin HRIS: H The FIS Oracle
more, the Dis rnance wher components nts. the District ument is ava nal informati site at www. D ORGAN rict organiza ration roles f on Engineering Constructio PMO / Adminis Program Mana Program Mana eographic Infor ancial Informa Human Resourc and HRIS syst enterprise app strict recogni e there was n s, each of wh also develop ailable from on about the .neorsd.org NIZATIONA ation is illust for specific e & on / PMIS stration Finan Adm gement Office agement Inform rmation System ation System ces Informatio ems are house plication
izes the chal none. The D hich may hav
ped a four-ye the District’ e District, it AL STRUC trated in the enterprise ap B E Dist nce FIS ministration Wat e mation System m n System ed in the llenges assoc District expec ve specific k ear strategic ’s web site w s history and CTURE following ch pplications NEORSD Board of Trustees xecutive Director trict Administratio tersheds GIS Administration Adm Ext ciated with i cts the frame key success f
plan for the www.neorsd.
d operations
hart, and inc
on ministration & ternal Affairs mplementin ework to be factors and i e period of 20 .org (“2013-s i(“2013-s available cludes the lo Law ReH ng a framewo comprised o implementat 013-2016. T -2016 Strateg e at the Dist cation of sys Human esources HRIS Administration ork of a ion The gic trict’s stem Information Technology Infrastructur Business Systems Project Delivery End User Support re
SECTION II – SCOPE OF WORK
The IT Governance Implementation Project shall include the following tasks: Task A – Assessment
Task B – IT Governance Framework Development Task C – IT Governance Implementation Roadmap Task D – Implementation Support
Task E – Project Management
The Consultant shall provide details as to the method of accomplishing the Scope of Work for each of the tasks noted. The Consultant’s proposal shall address all of the objectives for each task as outlined in the Scope of Work.
Note: All tasks deliverables documents should be in MS Word, Excel, PowerPoint, Project or Visio.
Task A –
Assessment
Identify the District’s business requirements and needs that will drive the District’s IT Governance framework and operating processes. This assessment is vital to developing an IT Governance framework that is effective and sustainable for the District. Consultant will also identify the District’s culture which may influence the establishment of an IT Governance framework.
This task will consist of the following:
Conduct Documentation Review: Consultant will review current District documentation that provide a context for the current IT planning and decision making, including but not limited too
o District 2013-2016 Strategic Plan o IT Strategic Planning Documents
o 2013 IT Strategic Review Recommendations o IT Capital Budgets
o Enterprise Risk Management
o IT Project Management Methodology
Conduct Stakeholder Interviews: Individual meeting with key stakeholders to elicit business needs for IT governance, strategic planning, project planning and expectations. Assume at least 10 interview sessions, including the Executive Director, Directors and other key stakeholders.
Prepare Technical Memorandum A: IT Governance Needs Assessment Summary Report. This report will include at minimum
o Summary of findings
o Business needs and requirements for an IT Governance framework o Initial recommendation for IT Governance framework development
The consultant will need to demonstrate in their proposal a process and methodology for business requirements and needs assessment.
Task A Deliverables
One-on-One Interviews
Technical Memorandum A: IT Governance Needs Assessment Summary Report
Task B –IT Governance Framework Development
Work collaboratively with the District in the development of an effective and sustainable IT governance framework that meets District’s needs, organizational structure, and risk management posture.
This task will consist of the following:
Evaluate existing IT governance frameworks (Cobit, VAL IT, etc.). No more than three frameworks.
Identify the opportunities to leverage these frameworks in order to define an implementable and sustainable IT governance process that meets the needs and requirements identified in Task A.
In collaboration with the District, define the governance structure, components and processes.
Prepare Technical Memorandum B: IT Governance Framework Definition, outlining the process leading to the definition and documenting the framework structure, components and processes.
Present proposed District’s IT Governance framework to the project Steering Committee
The consultant will need to demonstrate in their proposal a process and methodology to guide the development of the framework. All delivered requirements documents should be in MS Word. Task B Deliverables
Technical Memorandum B: IT Governance Framework Definition Presentation to the project Steering Committee and electronic copy
Task C - IT Governance Implementation Roadmap
The intent of Task C is to create a roadmap for implementation to be used as a communication tool with business stakeholders and to manage expectations. In doing so, governance components and processes may need to be prioritized in order to best utilize resources, ease the introduction of governance to the organization, and maintain progress on current IT initiatives. This task will consist of the following:
Workshops to prioritize sequence of implementation
A roadmap that communicates the implementation of the IT governance framework, inclusive of reasonable time estimates to accomplish
Identify key success factors for implementation
Identify metrics to evaluate the effectiveness of the IT Governance framework Technical Memorandum C
Task D – Implementation Support
Provide support to the District throughout the implementation. Given that the roadmap is not yet defined, this task should be proposed as budget of hours to be used as needed throughout the implementation. Potential tasks include observation and assessment of key governance activities and developing recommendations for improvement.
Task D Deliverables
Meetings with Director of IT and Steering Committee
Periodic evaluation reports of progress and recommended actions to ensure progress and success of the implementation.
Task E – Perform Project Management Functions
Provide effective project management for the duration of the project, including development of a project schedule, resource management, budget management, project documentation, and the timely provision of all identified project deliverables. Proposal shall include a reasonable approach for project status reporting.
Task E Deliverables Project Plan
Project Budget Management Process Project Schedule
Status Reports
Risk/Issue Management Process
SECTION III – TRANSFER OF RECORDS
It is the intent of the District that the IT Governance Implementation project and effort be conducted in a manner that maximizes the District's flexibility regarding the engagement of other District projects and follow-up studies. Data shall be collected and formatted in a manner consistent with data from past efforts, standards and/or guidelines established by the District. Software that would be necessary to conduct additional studies, design or implementation efforts shall be made available to the District. Prior approval shall be obtained in writing from the District before commencing any project efforts that utilize proprietary software.
All records generated during the IT Governance Implementation Project shall be the property of the District and shall be turned over to the District upon completion or as directed, including, but not limited to, data collected, project reports, data files, meeting notes, project data, graphics originals, etc.
SECTION IV - SCHEDULE
The IT Governance Implementation Project is envisioned as a 12 month effort, approximately. A detailed schedule for the RFP evaluation and selection process is as follows:
Issue IT Governance Implementation RFP ...July 19, 2013
Pre-Proposal Meeting...August 2
Deadline for Submittal of Pre-Proposal Questions ...August 6
Deadline for Submittal of Consultant Proposals ...August 14, 4:30 PM
Consultant Interviews (Exact times to be determined) ...August 27-28
Consultant Selection ...August 30
Consultant Contract Award - Meeting of the Board of Trustees ...September 19
Notice to Proceed ...October 1
Consultants are to include a detailed preliminary project schedule in their proposal. The project schedule shall include anticipated completion dates for key task items. Consultants are free to include discussion on any recommended schedule modifications, citing reasons for any recommended schedule modifications.
RFP Questions / Pre-Proposal Meeting
A pre-proposal meeting will be held at the NEORSD’s G. J. McMonagle Administration Building, 3900 Euclid Avenue, Cleveland, on Friday, August 2, 2013, at 10:00 AM.
Questions regarding this RFP shall be directed to Margie Nelson at 216-881-6600, or at [email protected]
All questions submitted up to the deadline date for submittal of pre-proposal questions shall be answered in an RFP addendum to be posted on the District’s bid site no later than Wednesday August 7, 2013, 5:00PM.
SECTION V - PROPOSAL FORMAT AND REQUIRED INFORMATION
For proposal delivery, each Consultant shall
1. Submit six (6) copies of the proposal including the proposed labor hours as indicated below,
2. Provide the proposal’s fee packaged, sealed and labeled separately from the main proposal response, and
3. Provide an electronic version of the proposal in PDF format in either CD of flash drive. Proposals shall be no more than 20 printed pages, with hard copies printed on sheets of double-sided recycled paper. All pages will be counted (i.e., double-double-sided sheets will be counted as two pages) unless indicated otherwise in this RFP. Sheets that are 11”x17” shall be counted as two pages per side, or four pages if double sided.
The following information shall be included in the technical proposal: 1. Executive Summary – (1-2 pages)
2. Project Delivery – (1-2 pages) 2.1 Proposed Project Manager
A summary of the proposed Project Manager’s qualifications. The District reserves the right to approve the proposed Project Manager, and if that individual leaves the firm during the project, to subsequently approve their replacement.
2.2 Availability
Provide description of your firm’s availability for the Project and the commitment of resources for the Project. Availability and commitment of key project personnel shall be included.
3. Qualifications – (4-5 pages)
3.1 Experience of Firm and Key Project Personnel on similar projects
A statement of the firm’s qualifications, including a list of three (3) recent similar projects completed. The following information shall be included for each project:
Project Title Client Name
Start and end dates of project Project Description
Consultant’s role in the project, and similarities with the IT Governance Implementations Project
Contact information (name, address, phone number) of individual responsible for the project at the contracting agency.
Total Consultant Fee 3.2 Availability of key team members
The District expects that the consultant will honor its proposed project staffing and all proposed key individuals shall be assigned to the project. In the event a proposed individual becomes unavailable the firm must propose, in advance and in writing, a
substitution. The District reserves the right to accept or reject any and all proposed substitutions.
4. Method of Accomplishing Scope Of Work – (up to 10 pages) 4.1 Technical Approach
A discussion of the anticipated approach to the project. Section II - Scope of Work contains a number of requests for items to be discussed in the proposal. The District invites alternatives to any approaches embodied in the Scope of Work. Any proposed alternatives shall be clearly identified within the main tasks. In developing the level of effort (hours by tasks), the Scope of Work as provided herein shall be assumed as the base proposal.
The Consultant shall also discuss expected challenges during the project and potential approaches to these challenges. This part of the proposal will be used to evaluate the extent to which the Consultant understands the project, its magnitude and its complexity. 4.2 Anticipated Labor Effort
Task and Hour Summary Forms completed for each tasks as outlined in Section II - Scope of Work. The total of the hours for all tasks shall accurately reflect the total effort needed to perform the entire project as outlined in the RFP. Hours in all tasks shall be identified by labor category for each activity. A task and hour summary similar to the following table should be included in this section.
Example: Task and Hour Summary
No. Task Name Prime Labor Hours
1 Assessment Project Manager Lead Consultant etc. 10 20 2 Development … … … SUBTOTAL 6 Allowances
Specific and General Allowances are potential additions to the base scope that the Consultant may deem beneficial for the success of the project.
TOTAL
4.3 Project Schedule
A preliminary schedule showing the key tasks and activities and anticipated dates necessary to complete the IT Governance Implementation Project.
5. STATEMENTS (Not included in the Page Count)
The consultant shall include the following statements in the Proposal as an appendix.
5.1 A statement indicating that the Candidate has reviewed the Standard Agreement for Professional Services provided with the RFP (Appendix A)
“By virtue of submitting this Proposal, I certify as a legal representative of [Name of Firm] that I have reviewed the District’s current Standard Agreement for Professional Services provided in the Request for Proposal. Any requested exceptions to the standard agreement are stated below.”
5.2 A statement indicating that the Candidate has examined background reports, and answers to pre-proposal questions data and agrees to acquire the additional information needed to perform all aspects of the work as outlined in this Request for Proposal.
“By virtue of submitting this Proposal, I certify as a legal representative of [Name of Firm] that I have examined background reports, data and pre-proposal questions and agree to acquire the additional information needed to perform all aspects of the work as outlined in this RFP.”
5.3 Statements confirming that no personal or organizational conflicts of interest are known to exist between the District and the Consultant and Sub consultants.
“By virtue of submitting this Proposal, I certify as a legal representative of [Name of Firm] that neither the firms on the team nor the key personnel presented have known personal or organizational conflicts of interest associated with this Project and/or the District, or that any known potential conflicts of interest have been communicated in written form to the District prior to the submittal of this Proposal, and that information may be considered by the District in evaluating the team’s suitability for this Project.”
6. Detailed Resumes (Not Included in the Page Count)
Detailed resumes for key team members may be included as an appendix. No more than one page per resume.
7. Proposed Fees (To Be Provided Separately)
The District intends to award the contract to the best firm that it deems most responsive and that provides the most comprehensive and high quality service to the District inclusive of fee considerations. The District reserves the right to accept other than the lowest price offer and reject all proposals that are not responsive to this request. The District also reserves the right to specifically negotiate the price for the scope of services. Fee information is to include the following:
7.2 The fee should be packaged, sealed and labeled separately from the main proposal response.
SECTION VI - EVALUATION OF PROPOSALS
Proposals submitted to the NEORSD for the IT Governance Implementation Project shall be evaluated and scored by the Consultant Selection Committee utilizing the following criteria. 1. Project Understanding (20% of total score)
The consultant’s understanding of key issues, challenges, and technologies that may determine the success of the Project.
2. Qualifications, and commitment of proposed key project personnel (15% of total score) The experience of proposed project personnel. Key project personnel must have held
responsible project positions for similar projects.
The ability of the firm to provide appropriate back-up personnel for key project positions. The degree to which the project personnel and team bring experience in the full range of
skills needed to accomplish the Scope of Work.
The specific commitments made in the proposal for staffing key project positions, including percent of Project Manager’s time dedicated to the project.
3. Experience and past performance of the firm on similar projects (20% of the total score) The firm's experience in conducting projects of similar nature and complexity.
Similarity of past projects with the District’s context, i.e. IT Governance for a wastewater utility
The firm’s ability to draw upon this experience to benefit the project. The firm’s history of innovations in applicable project areas.
4. Method of Accomplishing the Scope of Work (20% of the total score)
Proposed organization of the work effort, including:
o collection, organization and presentation of information, o allocation of project staff to the different tasks and subtasks, o project communications,
Innovations, alternatives, and enhancements to the Scope of Work presented in the proposal.
Unique capabilities with high-impact applicability to the project.
Understanding of the appropriate levels of effort (hours) for various task areas. This evaluation will be based upon the estimated hours of effort for task areas as presented in the proposal.
Appropriate management controls
5. Written quality of the proposal (5% of the total score)
The responsiveness of the proposal to the requests and requirements of the RFP. Additionally, proposals are expected to be organized, concise, and well written.
6. Quality of the oral presentation of the proposal (20% of the total score)
Demonstration of the project team's understanding of the District's goals for the project, Confirmation of the qualifications of key project personnel,
Responses to questions that may arise from the Selection Committee during the interviews,
Questions arising from the presentation team,
SECTION VII - SELECTION PROCESS
Once all proposals have been received, the following steps will be followed to select the Consultant:
1. The written Proposals will be evaluated and scored by a District Selection Committee utilizing the Criteria 1 through 5 as described in Section VI.
2. Upon completion of the scoring and ranking of the written submittals, the District may make a selection based on evaluation of the preceding categories. Alternately the District may, at its sole discretion, select up to three (3) of the top ranked firms to deliver a presentation and provide further clarification of their capabilities, experience, and approach. Upon completion of the presentations, the District selection committee will score each firm according criterion 6 in Section VI
3. If interviews are held, the scores for the Presentation and Interview will be combined with the scores from the evaluation of the written submittals to determine the overall score and corresponding ranking of the short-listed firms.
4. The District will enter into negotiations with the highest ranked firm to develop a final and mutually agreed-upon scope of services and a corresponding price for the services to be performed. If the District cannot reach an agreement with the highest ranked firm, the District may initiate negotiations with the next highest ranked firm.
5. Upon reaching agreement on the scope and total not-to-exceed price for the project, a recommendation to award will be presented to the District’s Consultant Review Committee (CRC) for review.
6. Upon approval by CRC, District Staff will report to the Board of Trustees and make a recommendation to enter into an agreement based on the outcome of the negotiations.
7. The selected consultant cannot commence work on any aspects of the project prior to Board approval and subsequent execution of the District’s Professional Services Agreement.
SECTION VIII - OTHER INFORMATION
The District reserves the right to waive any informalities in the proposals submitted and other areas of the procurement process.
Contract Requirements
Form of Agreement: The Supplemental Application Support Consultant selected for contract award from this RFP will be invited to enter into a Professional Services Contract with the District. The terms and conditions that will govern the Contract can be found in Attachment A of this RFP, “NEORSD Standard Clauses for Professional Services Agreement.” The District will consider modifications to the standard terms and conditions prior to execution of the Contract. The Contract will become effective upon execution by both parties.
Compensation and Payment: The “Not to Exceed” value of the awarded contract will be based upon the sum of all proposed costs, including personnel/hours, applicable billing rates and expenses, if applicable. The Consultant’s personnel expenses, up to the Not to Exceed value, will be payable on actual expenses incurred. Any subsequent change of the billing rates, maximum compensation, and/or term will be implemented by written agreement between the parties to the Contract.
Term: The initial contract term shall be for a period of twelve (12) months which may be extended upon the mutual written agreement between the parties to the Contract.
Compliance: Before the District will execute any Contract awarded from this RFP, the successful proposer must:
o Be a registered vendor within the District’s vendor registry. Go to https://www.neorsd.org/vendor_registration.php/vendor_registration and register prior to submittal of proposal.
o Avoidance of personal and organizational conflicts of interest as prohibited by State and Local law. Reference 5. Statements in Section V subsection 3.
The Consultant shall be solely responsible for correcting errors, omissions and ambiguities of and for providing clarification regarding technical aspects of their work at no cost to the District.
The District reserves the right to specifically negotiate the price for the Scope of Work for any consultant or contractor. The District also reserves the right to require that a consultant or contractor be removed or replaced for reasons including, but not limited to, inability to negotiate price and scope or past unsatisfactory performance.
SECTION IX - SUBMISSION OF PROPOSALS
Each consultant shall submit six (6) copies of the proposal, a separate, sealed price proposal, and an electronic version, in PDF format, on either a CD or USB drive. Proposals shall be delivered to:
Julius Ciaccia, Executive Director Northeast Ohio Regional Sewer District
3900 Euclid Avenue
Cleveland, Ohio 44115-2504
Attn.: Humberto Sanchez, Director of Information Technology Deadline for submission of proposals is 4:30 p.m. on August 14, 2013
Late submittals will not be considered.
All questions regarding this RFP shall be directed to the Margie Nelson, at 216-881-6600, or via e-mail at [email protected]
END OF RFP
Appendix A
NEORSD Standard Clauses For Professional Services Agreement
1
AGREEMENT BY AND BETWEEN
THE NORTHEAST OHIO REGIONAL SEWER DISTRICT AND
________________________
THIS AGREEMENT made as of this _____ day of ______________, 20__ by and between the Northeast Ohio Regional Sewer District, a regional sewer district organized and existing as a political subdivision of the State of Ohio under Chapter 6119 of the Ohio Revised Code (hereinafter referred to as "District"), by authority of Resolution No. _______, adopted by the Board of Trustees on ____________ (a copy of which is attached hereto and made a part hereof as Exhibit "A"), and NAME, ADDRESS (hereinafter known as “Consultant”).
WITNESSETH:
WHEREAS, it is necessary to perform professional services for _______________; and WHEREAS, in order to perform such services, it is necessary to supplement regularly employed District staff with outside professional services; and
WHEREAS, the District finds Consultant’s Proposal acceptable and desires to hire and engage Consultant to supplement the staff of the District and to furnish the services necessary, in accordance with the Consultant’s Proposal and the terms, conditions and provisions contained herein. Consultant, pursuant to the information provided in its proposal and evaluated by the District, has been determined to be qualified, competent and the best candidate to provide the
required professional services;
NOW, THEREFORE, it is agreed that the District shall and does hereby employ Consultant to perform the Services as hereinafter specified; and that, for and in consideration of the mutual covenants hereinafter stipulated to be kept and performed, it is agreed by and between the parties as follows:
Section 1. DEFINITIONS
1.1 “District” means the Northeast Ohio Regional Sewer District.
1.2 “Executive Director” means the Executive Director of the Northeast Ohio Regional Sewer District, his successor, or his Authorized Designee.
1.3 “Consultant” means __________________.
1.4 “Services” means the work and services performed by Consultant as detailed out in the exhibits to this Agreement.
1.5 “Base Contract Price” means the Consultant’s base contract price for Services as specified in the original contract scope of Services developed from the Request for Proposal and the Consultant’s written proposal or revised proposal.
1.6 “Contract Modification” means changes to the original contemplated contract scope of Services, contract terms and conditions, or Total Contract Price. A Contract Modification must receive prior authorization by the Executive Director, approval by the Board of Trustees, and be executed by both parties.
1.7 “Schedule Variance” means an extension of a task or contract completion schedule that does not result in the change to the original contract scope of Services or Total Contract Price.
3
1.8 “Total Contract Price” means the sum of the Consultant’s Base Contract Price for the original scope of Services, plus the General Allowance, if applicable.
1.9 “General Allowance” means funds added to the Base Contract Price in a professional services contract for additional services that were not foreseeable at the time of scope development but is necessary to complete the project as originally contemplated. A General Allowance is the Base Contract Price times a defined percentage, not to exceed ten percent (10%) of the Base Contract Price unless authorized by the Executive Director and approved by the Board of Trustees.
Section 2. SCOPE OF SERVICES
2.1 Consultant does hereby promise and agree to provide the professional services as are described in the District’s Request for Proposals dated __________ (the “RFP) (Exhibit “B”), Consultant’s Proposal dated ____________ (Exhibit “C”), and the Scope of Services (Exhibit “D”), which generally consist of ________________ (hereinafter the “Services”).
Section 3. REPRESENTATIVES
3.1 Consultant shall designate and authorize ________________, who is an employee of Consultant, to act as its agent for all purposes under this Agreement, who shall be available at all times to the representatives of the District for the purpose of notification and consultation, and who shall be designated as the Project Manager having overall responsibility for all phases of Consultant participation in the project.
3.2 For purposes of this Agreement, the agent for the District who is authorized to bind the District and liaison officer with respect to the matters contained herein shall be the District's Director of Information Technology, Humberto Sanchez, or his successor, or such other person
designated by the Executive Director. ___________________ shall be designated as the Project Manager having overall responsibility for all phases of District’s participation in the project.
Section 4. COMPENSATION
4.1 After submission by Consultant of an itemized billing, the District will pay the Consultant for the successful completion of the Services referenced in Section 2.1 above, subject to the terms and conditions in the Agreement documents, up to a maximum amount not to exceed ________________________ Dollars ($______________.00) (the “Total Contract Price”).
4.2 The tasks to be performed under this Agreement and their associated budgets for the scope of Services described in Section 2.1 are as follows:
Task Name Not-to-Exceed Task Budget
A. $
B. $
C. $
Base Contract Price $
General Allowance $
TOTAL CONTRACT PRICE $
4.3 Each task budget shall include all Direct Costs, Indirect Costs, Other Direct Costs and Profit as identified in the Consultant’s Fee Proposal (Exhibit “D”). Task funds may be reallocated within or between tasks with prior authorization of the Director of Information Technology, so long as the changes do not result in a change to the original contract scope or Total Contract Price.
5
4.4 Tasks may be modified with prior written authorization of the Director of Information Technology, in which case funds may be shifted from one task budget to another, in accordance with Section 4.3. In the event funds are not available to perform a modified Task, or Services are considered to be outside the original contract scope, such items will be deemed additional services. 4.5 Consultant shall not perform additional services, or incur any expenses which are not required by this Agreement, and the District shall not be obligated to pay for such services and expenses until the following conditions have been satisfied:
1. Submittal by Consultant to the Executive Director of written notice prior to the initiation of such additional services, including an estimate of cost (direct labor, indirect costs, other direct costs and profit) and schedule implications and a detailed scope of such services;
2. Prior approval of the Board of Trustees of the modification of this Agreement by the addition of such services and additional compensation, if any;
3. If the additional services increase the total compensation under this Agreement, certification of such additional cost by the District’s Finance Director;
4. A written modification to the Agreement; and
5. Written notification to Consultant from the Executive Director directing Consultant to perform such additional services prior to commencement of the additional services.
4.6 General Allowance funds shall not be utilized without prior written authorization from the Director of Information Technology to perform such services prior to commencement of the services.
4.7 Any costs which are paid by the District and are determined by a final audit or subsequent audit to be non-allowable in accordance with generally accepted cost accounting
principles shall be refunded to the District.
4.8 All funds remaining in the contract at completion of the Services will be retained by the District.
4.9 The District is exempt from all sales, use, and excise taxes, and the District shall not be obligated to pay for such taxes. Upon request by Consultant, the District shall provide a copy of the District’s certificate of tax exemption.
Section 5. METHOD FOR PAYMENT
5.1 All accounting and financial matters relating hereto shall be processed by the District’s Director of Finance. Payments shall be made by the District on statements only after they have been certified by the District's representatives and approved by the Executive Director.
5.2 No approval or payment made under this Agreement shall be conclusive evidence of the acceptance of performance under this Agreement either wholly or partially, and no payment made hereunder shall be construed to be an acceptance of deficient or unsatisfactory Services.
5.3 Right to Inspect; Right to Audit Books. The Consultant and all subcontractors shall maintain books, records, documents, and other evidence directly pertinent to performance of this Agreement in accordance with generally accepted accounting principles. Any authorized representative of the District shall, at all reasonable times and with reasonable notice, have the right to inspect and examine the drawings, specifications and other contract documents at Consultant’s office during the period of their preparation. Further, any authorized representative of the District shall, at all reasonable times and with reasonable notice, have the right to audit, inspect and examine the Consultant’s accounting books and financial records for the Project, including, but
7
not limited to, records of hours expended, personnel utilized, payments of employee salaries and benefits, and records of payments made to subconsultants.
Section 6. TERM & SCHEDULE
6.1 The term of this Agreement shall begin as of commencement of the Services hereunder and shall, unless extended by the District, or unless sooner canceled or terminated pursuant to the provisions hereof, expire _____________________.
6.2 The completion of the Services in a timely manner is essential. Consultant shall perform all Services and submit deliverables required by the Agreement within the times stipulated in the Project Schedule.
6.3 An extension of a project completion schedule or milestones that do not result in the change to the original contract scope of Services or to the Total Contract Price, may be granted with prior written authorization from the Director of Information Technology.
6.4 Neither party to this Agreement shall be deemed in default in the performance of its obligations if that party is prevented or delayed from performing by forces beyond its control, (hereinafter “Force Majeure”) including, without limitation, acts of God or of a public enemy; acts of a municipal, state, federal or other governmental legislative, administrative or judicial entity; any catastrophe resulting from flood, fire, extreme weather conditions, explosion; labor disturbances; and other cause beyond the control of the non-performing party. Consultant may be granted a time extension and cost adjustment for its performance based on the duration of the Force Majeure.
Section 7. STANDARDS OF PERFORMANCE, ERRORS AND OMISSIONS
employees under this Agreement shall be performed in a manner consistent with the degree of care and skill customarily accepted as good professional practices and procedures by members of the same profession currently practicing under similar circumstances in the Cleveland metropolitan area, as well as having the experience and qualifications to complete the Services.
7.2 The District shall not be responsible for discovering deficiencies in the technical accuracy of Consultant’s Services. During the term of the Agreement, the Consultant shall be solely responsible for the accuracy of Services and shall promptly make necessary revisions or corrections to the Services performed to the extent that the necessary revisions or corrections resulted from Consultant’s negligent acts, errors or omissions, without any additional compensation from the District.
7.3 Acceptance of Services, including payment for same, shall not relieve the Consultant of responsibility for subsequent correction of its negligent act, error or omission or for clarification of ambiguities.
7.4 In the event of any negligent act, error, or omission which the District determines, using a reasonableness standard, to be the responsibility of the Consultant in any phase of the service, the correction, repair or reconstruction of which may require additional field or office work, the Consultant shall be promptly notified and shall be required to perform such corrective Services as may be necessary without delay and without additional cost to the District.
Section 8. TERMINATION OF AGREEMENT AND THE DISTRICT’S RIGHT TO PERFORM CONSULTANT’S OBLIGATIONS
8.1 Termination for Cause and Default of Consultant. This Agreement may be terminated by the District at any time for cause upon written notice to Consultant of such intent
9
when either the progress or results achieved under this Agreement are unacceptable to the District, and upon giving Consultant reasonable notice and opportunity to cure such unacceptable progress or results, which Consultant fails to perfect. In no event, shall the reasonable notice be less than thirty (30) calendar days.
8.2 If this Agreement is cancelled by the District prior to completion, Consultant, within ten (10) working days of such cancellation, shall submit a certified final progress report of the percentage of Services completed by the date of cancellation. The District shall pay Consultant for the Services completed as certified in this statement and as approved by the Executive Director. Notwithstanding any other provision of this Agreement all records, documents, materials, equipment, and working papers prepared or purchased as part of the Services under this Agreement shall become and remain the property of the District, and upon any such cancellation, Consultant shall turn over to the District all records, documents, working papers, equipment and other materials which should be necessary, in the opinion of the District, to maintain continuity in progress of the Services by another consultant.
8.3 Upon the occurrence and during the continuance of an event of default, the District may, but shall not be obligated to, take such actions as the District deems reasonable in order to cure the act or omission of Consultant that is the basis of the default, and the Total Contract Price shall be reduced by the cost to the District of taking such actions. Costs associated with the start-up and shut-down of the Services shall be at Consultant’s expense.
8.4 Termination without Cause. If the District terminates this Agreement without cause it shall make payment to Consultant for Services performed prior to the date of termination and
reasonable demobilization costs, including any reimbursable expenses, if any then due, which shall be subject to the District’s review and approval, and which shall not be unreasonably withheld. Consultant shall, as a condition of receiving the payments referred to in this Section 8, execute and deliver all such documents and take all such steps, including the legal assignment of its contractual rights, as the District may require for the purposes of fully vesting in it the rights and benefits of Consultant under such obligations or commitments. The payment under this Section 8 for termination by the District without cause shall constitute full and complete satisfaction of any and all damages and claims of Consultant regarding the Consultant’s performance of the Services and the termination of Consultant’s Services by the District.
Section 9. INSURANCE
9.1 Consultant shall take out and maintain during the life of this Agreement such commercial general liability and property damage insurance, wherein the District is included as an additional insured to the Commercial General Liability and Automobile Liability Insurance and shall protect itself and the District while performing Services hereunder from claims for property damages which may arise from operations hereunder, subcontractors, or by anyone directly or indirectly employed by either of them. All insurance must be provided through companies admitted to do business in the State of Ohio and rated at least “A” by the A.M. Best Company.
9.2 All liability policies required in Section 9, Insurance, except for Professional Liability and Workers’ Compensation, shall be primary and non-contributory to any insurance maintained by the District.
11
Insurance, completed and signed by an authorized agent of its insurance company(ies), as evidence of Consultant’s compliance with Section 9, Insurance, of this Agreement. FAILURE OF THE DISTRICT TO ENFORCE THIS REQUIREMENT SHALL NOT CONSTITUTE A WAIVER OF CONSULTANT’S OBLIGATIONS TO PROVIDE INDEMNITY AS SPECIFIED HEREIN. In the event that Consultant fails to obtain and keep in full force and effect any of the insurance requirements under this Agreement, the District may purchase, but is not obligated to purchase, such coverage and use any funds payable to Consultant to satisfy any premium requirements.
The Certificate Holder shall be: The Northeast Ohio Regional Sewer District Attn: Humberto Sanchez, Director of IT 3900 Euclid Avenue, Cleveland, OH 44115
216-881-6600 telephone
216-881-4407 fax
Email: [email protected]
9.4 Certificates of insurance shall be deposited with the District. The District reserves the right to refuse insurance written by an unacceptable company. All policies shall be endorsed to provide mandatory 30 days written notice of cancellation or non-renewal (10 days in event of nonpayment) to the District. Failure to inform the District of cancellation or non-renewal, without securing replacement coverage equivalent to that specified herein, shall constitute material breach of this Agreement to provide insurance. All deductibles, self-insured retentions and exclusionary endorsements affecting coverage for the Additional Insureds must be fully disclosed and are subject to approval by the District. Consultant shall be solely responsible for and shall solely pay all deductibles, self-insurance or similar retentions. NONCONFORMING INSURANCE SHALL NOT RELIEVE CONSULTANT OF ITS OBLIGATION TO PROVIDE INDEMNITY AS SPECIFIED HEREIN unless waived in writing by the District, and this obligation shall survive this Agreement even
though Consultant has completed its Services and has been fully paid.
9.5 It is hereby expressly understood and agreed that Consultant shall require any subcontractor hereunder to provide insurance, to the extent specified herein, also including the District as an additional insured, except for professional liability insurance or worker’s compensation.
9.6 General Liability. Consultant shall secure and maintain standard occurrence general liability insurance, which will include completed operations coverage, protecting Consultant against claims for bodily injury, death, or property damage which may arise as a result of Consultant’s actions during the performance of the Services in an amount of $1,000,000 per occurrence and $1,000,000 general aggregate. The District shall be named as additional insured under this policy. 9.7 Automobile Liability. In addition to the above, the policy shall contain combined single limit coverage of not less than $2,000,000 per accident, for “any auto” or “all owned, hired and non-owned autos.” The coverage shall include contractual liability coverage applicable to this Agreement and shall name the District as additional insured.
9.8 Professional Liability. Consultant shall purchase and maintain insurance to protect itself from claims arising out of the performance of professional services caused by its negligent acts, errors or omissions for which it may be legally liable. The amount of such insurance shall be in an amount of $1,000,000.00 per claim and in the aggregate. Such insurance shall extend to its legal representatives in the event of death, dissolution or bankruptcy, and shall cover negligent acts, errors and omissions of the Consultant’s agents, subcontractors and employees and the liabilities assumed under this Agreement. Such insurance shall extend to any negligent act, error or
13
omission in the performance of the Services committed or alleged to have been committed by the Consultant, its agents, subcontractors, or employees, or any other person or entity for whom the Consultant is responsible. Such coverage shall be in effect from the date Services are first provided under this Agreement and shall be maintained in force until the later of (i) the completion of the Services or (ii) official acceptance of the Services by the District; and, provided that such insurance is generally available, shall be maintained for an additional period of five (5) years after the later of (i) the completion of the Services, or (ii) official acceptance of the Services by the District. 9.9 Section 12, Indemnification and Section 9, Insurance shall survive the completion of the Services to be performed hereunder.
Section 10. WORKERS' COMPENSATION COVERAGE
10.1 Consultant shall at all times during the term of this Agreement subscribe to and comply with the Workers' Compensation Laws of the State of Ohio, shall pay such premiums as may be required thereunder, and shall save the District harmless from any and all liability arising from or under said Act. It shall furnish at the time of delivery of this Agreement and at such other times as may be requested, a copy of the official certificate of receipt showing the payment hereinbefore referred.
Section 11. INDEPENDENT CONTRACTOR
11.1 Consultant shall be and remain an independent contractor with respect to all Services performed hereunder, and agrees to and does hereby accept full and exclusive liability for the payment of any and all contributions or taxes for social security, unemployment insurance, or old age retirement benefits, pensions or annuities, now or hereafter imposed under any State or
Federal law which are measured by the wages, salaries or other remuneration paid to persons employed by Consultant on Services performed under the terms of this Agreement, and further agrees to obey all lawful rules and regulations and to meet all lawful requirements which are now or hereafter may be issued or promulgated under said respective laws by any duly authorized State or Federal officials; and Consultant agrees to indemnify and save harmless the District from any such contribution or taxes or liability therefore.
Section 12. INDEMNIFICATION
12.1 To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the District, their officers, agents and employees against all losses, damages, expenses, suits, claims, demands, fines, penalties, awards, liabilities and costs, including reasonable attorneys fees, to the proportionate extent that the liability, or the underlying harm causing the liability, is attributable to, may arise out of or be based upon, any negligent error or omission in any drawings or specifications, other documents or Consultant’s negligent performance under this Agreement, including injury or death or damage to person or property; negligent act, error or omission of Consultant, its principals, employees and subcontractors.
12.2 At the District’s option, Consultant shall defend or reimburse the District in any litigation and pay on behalf of the District all sums that the District shall become legally obligated to pay as a result of any litigation or claims incurred in connection therewith and satisfy and cause to be discharged such judgments that may be obtained against the District, its officers, agents, and employees to the extent of Consultant’s indemnification obligations as set forth above.
15
Services to be performed hereunder and the termination of this Agreement. Section 13. ASSIGNMENT OF AGREEMENT
13.1 The District and Consultant bind themselves and their successors, administrators and assigns to the other party of this Agreement and to the successors, administrators and assigns of the other party of this Agreement, in respect to all covenants of this Agreement. Except as stated above, neither the District nor Consultant shall assign, sublet or transfer its interest in this Agreement without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any public body which may be a party hereto.
Section 14. CONSTRUCTION
14.1 All terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense of this Agreement or any paragraph or clause herein may require, the same as if such words had been fully and properly written in the number and gender. Consultant agrees that no representations or warranties of any type shall be binding upon the District, unless expressly authorized in writing herein. The headings of sections and paragraphs, if any, to the extent used herein are used for reference only, and in no way define, limit or transcribe the scope or intent of any provision hereof. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered in any number of counterparts, shall be deemed original, but such counterparts together shall constitute but one and the same instrument. Invalidation of any provisions of this
Agreement or any paragraph, sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement.
Section 15. MISCELLANEOUS
15.1 Copyrights. The Consultant acknowledges and agrees to follow the EPA requirements of 40 CFR Part 30 regarding copyrights and rights in data for any discovery or invention which arise or is developed in the course of implementing this Agreement.
15.2 Remedies. The parties agree that all claims, counter-claims, disputes and other matters in question between the District and the Consultant arising out of or relating to this Agreement, or the breach thereof, will be decided at law. This Agreement shall be governed by and interpreted according to the law of the State of Ohio.
15.3 Defective Pricing. The Consultant and subcontractor, where appropriate, warrant that cost and pricing data submitted for evaluation with respect to negotiated agreements, lower tier subagreements, and change orders is based on current, accurate, and complete data supported by their books and records. If the District determines that any price (including profit) negotiated in connection with this Agreement, any lower tier subagreement or any amendment thereunder was increased by any significant sums because the data provided was incomplete, inaccurate, or not current at the time of submission, then such price or cost or profit shall be reduced accordingly; and the Agreement shall be modified in writing to reflect such action.
15.4 Contingent Fees. The Consultant warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees. For
17
breach or violation of this warranty, the District shall have the right to annul this Agreement without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fees.
15.5 Gratuities. If the District finds after a notice and hearing that the Consultant, or any of the Consultant’s agents or representatives, offered or gave gratuities (in the form of entertainment, gifts, or otherwise), to any official, employee, or agent of the District in an attempt to secure an Agreement or favorable treatment in awarding, amending, or making any determination related to the performance of this Agreement, the District may, by written notice to the Consultant, terminate this Agreement. The District may also pursue other rights and remedies that the law or this Agreement provides.
15.6 Confidentiality. During the performance of Services under this Agreement, the Consultant will have access to confidential information of the District, including but not limited to, social security numbers, federal taxpayer i.d. numbers, employee and vendor information, and information related to the operations of the District (hereinafter “Information”). The Consultant agrees to hold such Information in confidence and shall not disclose such Information to any third-parties.
Section 16. MBE/WBE/SBE COMPLIANCE
16.1 The Minority- and Women Business Enterprise (“MBE/WBE”) and/or Small Business Enterprise (“SBE”) subcontracting goals established for this Agreement are ____. Consultant agrees to comply with the District’s Business Opportunity Program during performance of this Agreement, including making a good faith effort to meet or exceed the MBE, WBE and/or SBE
utilization goals established for this Agreement in cooperation with the District’s Office of Contract Compliance.
Section 17. EXHIBITS
17.1 It is mutually understood and agreed that all Exhibits attached hereto are made a part hereof as if fully written herein. In the event of any conflict among the terms of the Exhibits, the Exhibits shall govern in the following order: 1) this Agreement; 2) the RFP; and 3) Consultant’s Proposal.
The following Exhibits attached hereto are hereby incorporated with and made a part of this Agreement:
a. Exhibit "A" – Northeast Ohio Regional Sewer District Resolution No. _______ b. Exhibit "B" – The District’s RFP
c. Exhibit “C” – Consultant’s Proposal d. Exhibit “D” – Consultant’s Fee Proposal e. Exhibit “E” – Scope of Services
19
The parties hereunto have caused this Agreement to be executed and to become effective on the day and year first above written.
NORTHEAST OHIO REGIONAL
SEWER DISTRICT
BY:______________________________________
Julius Ciaccia
Executive Director
AND:____________________________________
Darnell Brown, President Board of Trustees ******** BY:____________________________________ (Title):_________________________________ _______________________________________
TAXPAYER I.D. NUMBER
The legal form and correctness of the within instrument are hereby approved:
Marlene Sundheimer, Director of Law Northeast Ohio Regional Sewer District By:_____________________________ Katarina K. Waag
Assistant Director of Law Date:___________________________
