EXHIBIT 10.20
AGREEMENT NO. 47174-3
1.0 AGREEMENT
1.1 PARTIES
THIS AGREEMENT is made and entered into by and between the DEPARTMENT OF WATER
AND POWER OF THE CITY OF LOS ANGELES (Department), acting by and through the
Board of Water and Power Commissioners (Board), and Xxxxx, Xxxxx & Company
"Contractor," of 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000,
California Corporation.
2.0 STATEMENT OF WORK
2.1 WORK TO BE PERFORMED
The Contractor hereby agrees to provide the following services to the Department
at the time and places set forth herein, pursuant to the terms and conditions of
this Agreement.
SCOPE OF WORK DEFINED IN APPENDIX A OF THIS AGREEMENT.
2.1.1 WORK INCLUDED IN AGREEMENT
Services furnished under this Agreement include, but are not limited to,
preparing reports, preparing drawings and specifications, providing technical
assistance, and reviewing technical submittals.
3.0 TASK MANAGEMENT SYSTEM
Work requested by the Department through the Contract Administrator, or the
designated representative, under this Agreement, will be performed in accordance
with a task management system. Accordingly, prior to any Department request to
Contractor for services under this Agreement, the Department will prepare a
written task assignment.
A separate task assignment proposal will be prepared for each task assignment
and will contain at least the following information:
(a) Task number;
(b) Task name or title;
(c) Purpose and objective of the task assignment;
(d) Scope of the work to be performed;
(e) Results of work expected;
(f) Premises (assumptions, benefits envisioned, conditions or
restrictions);
(g) Key task assignment management personnel;
(h) Schedule, including expected progress report and transmission
of interim results;
(i) Maximum dollar amount to be paid to Contractor to perform the
task assignment, and performance completion/payment schedules
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3.1 INFORMATION EXCHANGE
It is the intent of the Department that the task assignment will be based upon
input from the Contractor and upon Department-defined criteria and needs. To
that end, information exchanges between the Contractor and the Contract
Administrator, or the designated representative, are authorized and are
encouraged so as to aid in the initial preparation of the proposed task
assignment.
3.2 TASK ASSIGNMENT REVIEW
Upon receipt of a proposed task assignment from the Department, the Contractor
will evaluate said proposed task assignment for completeness,
understandability, and ability to perform. Any request by Contractor to change
or modify the proposed task assignment shall be transmitted in writing to the
Contract Administrator, or the designated representative. The Contract
Administrator, or the designated representative, and the Contractor will agree
upon the final task assignment and it will be forwarded to the Contractor. The
task assignment will include the amount and method of compensation and maximum
expenditure for the task assigned therein.
3.3 AUTHORIZATION TO BEGIN WORK
Receipt of a written task assignment from the Contract Administrator, or the
designated representative, will authorize the Contractor to begin performance
of the particular task assignment as stated therein and for no more than the
compensation stated therein. Once authorized by the Contract Administrator, or
the designated representative, no modification or alteration in said task
assignment, or the compensation set forth therein, is permitted without the
prior written consent of the Contract Administrator, or the designated
representative.
3.4 UNAUTHORIZED WORK
Contractor work, which is not provided for in the approved task assignment, or
work which would require additional charges, shall not be performed without
prior modification of the existing task assignment in writing by the Contract
Administrator, or the designated representative.
3.5 APPOINTMENTS
The Contract Administrator, or the designated representative, may appoint an
authorized subordinate administrator for each different task assignment made to
the Contractor; however, the Contract Administrator, or the designated
representative, shall approve any changes or modifications to the task
assignment.
3.6 TASK MANAGEMENT COMPENSATION
Task assignments will be performed on a time-and-materials basis, including a
maximum amount established for the task assignment. The Department will pay the
Contractor for the services of Contractor's personnel at the rates established
in the attached fee schedule, Appendix B.
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3.7 PERIODIC REPORTS
The Contractor shall periodically, at the request of the Contract Administrator,
or the designated representative, submit a brief summary of all tasks being
performed for the Department under this Agreement, together with a summary of
work accomplished on each task; describe the work to be done on each task during
the succeeding months; and furnish an estimated completion date for such work.
3.8 INDEPENDENT CONTRACTOR STATUS
The Contractor shall perform said services in its own way as an independent
Contractor and not as an employee of the Department. It shall be under the
control of the Department only as to the results to be accomplished, and not as
to the means or manner by which such results are to be accomplished. However, in
the event that there may arise a disagreement between the Contractor and the
Department with respect to the general direction or the administrative
procedures involved in the accomplishment of the objectives of this Agreement,
the Contract Administrator, or the designated representative, shall make the
final decision by which both parties will abide.
4.0 GENERAL CONDITIONS
4.1 INTEGRATED AGREEMENT
This Agreement sets forth all of the rights and duties of the parties with
respect to the subject matter hereof, and replaces any and all previous
agreements or understandings, whether written or oral, relating thereto. This
Agreement may be amended only as provided for in paragraph 4.1.1 hereof.
4.1.1 AMENDMENT
All amendments hereto shall be in writing and signed by the person(s) authorized
to bind the parties thereto.
4.1.2 PROHIBITION AGAINST ASSIGNMENT OR DELEGATION
The Contractor may not, unless it has first obtained the written permission of
the Department:
(a) assign or otherwise alienate any of its rights
hereunder, including the right to payment, or
(b) delegate, subcontract, or otherwise transfer any of
its duties hereunder.
4.1.3 NON-WAIVER OF AGREEMENT
The Department's failure to enforce any provision of this Agreement or the
waiver thereof in a particular instance shall not be construed as a general
waiver of any part of such provision. The provision shall remain in full force
and effect.
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4.1.4 TIME OF EFFECTIVENESS
Unless otherwise provided, this Agreement shall take effect when all of the
following events have occurred:
(a) this Agreement has been signed on behalf of the
Contractor by the person(s) authorized to bind the
Contractor hereto;
(b) this Agreement has been approved by the City's
Council or by the Board, officer, or employee
authorized to give such approval;
(c) the Office of the City Attorney has indicated in
writing its approval of this Agreement as to form and
legality; and
(d) this Agreement has been signed on behalf of the
Department by the person designated by the Board,
officer or employee authorized to enter into this
Agreement.
4.1.5 INDEPENDENT CONTRACTOR
The Contractor is acting hereunder as an independent Contractor and not as an
agent or employee of the Department. The Contractor shall not represent or
otherwise hold out itself or any of its Contract Administrators, officers,
partners, employees, or agents to be an agent or employee of the Department.
4.1.6 APPLICABLE LAW, INTERPRETATION, ENFORCEMENT AND
SEVERABILITY
Each party's performance hereunder shall comply with all applicable laws of the
United States of America, the State of California, and the City of Los Angeles.
This Agreement shall be enforced and interpreted under the laws of the State of
California and the City of Los Angeles with venue for any litigation in Los
Angeles, California.
If any part, term or provision of this Agreement shall be held void, illegal,
unenforceable, or in conflict with any law of a Federal, State or Local
Government having jurisdiction over this Agreement, the validity of the
remaining portions or provisions shall not be affected thereby.
4.1.7 DATA PROVIDED BY THE DEPARTMENT
The Contract Administrator shall provide and/or assist the Contractor in
providing such data as may be needed by the Contractor to establish design
criteria, space and equipment needs, number of personnel, and such other
information that is needed by the Contractor to perform the work.
4.2 PERSONNEL
4.2.1 STAFF SIZE
The size of the staff employed by the Contractor in the performance of the
services shall be kept consistent with the service and schedules established in
the fee schedule.
4.2.2 IDENTIFICATION OF KEY PERSONNEL
The Contractor shall furnish the Department the names, titles, and
qualifications of its key project personnel.
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4.2.3 APPROVAL OF KEY PERSONNEL
The Contract Administrator will have the right to interview and approve
personnel. Resumes of individual personnel will be reviewed and approved by the
Department's Contract Administrator before the individual can be assigned work.
4.2.4 CHANGES IN KEY PERSONNEL
The Contractor shall minimize changes to its key project personnel. The
Department shall have the right to request key project personnel changes and to
review and approve key project personnel changes proposed by the Contractor. The
Department's approval of key project personnel assignments and changes shall not
be unreasonably withheld.
4.3 SUBCONTRACTORS
4.3.1 SUBCONTRACTS/JOINT PARTICIPATION AGREEMENTS
With prior approval of the Department, the Contractor may enter into
subcontracts and joint participation agreements with others for the performance
of portions of this Agreement. The Contractor shall at all times be responsible
for the acts and errors or omissions of its subcontractors or joint participants
and persons directly or indirectly employed by them. Nothing in this Agreement
shall constitute any contractual relationship between any others and the
Department or any obligation on the part of the Department to pay, or to be
responsible for the payment of, any sums to any subcontractors.
4.3.2 COPIES OF SUBCONTRACTOR AGREEMENTS
Upon written request from the Contract Administrator, the Contractor shall
supply the Department with all subcontractor agreements.
4.3.3 PROVISIONS BINDING ON SUBCONTRACTORS
The provisions of this Agreement shall apply to all subcontractors in the same
manner as to the Contractor. In particular, the Department will not pay, even
indirectly, the fees and expenses of a subcontractor which do not conform to the
limitations and documentation requirements of this Agreement.
4.4 CONTRACTOR'S QUALITY ASSURANCE PROGRAM
The Contractor shall perform the work in accordance with the Contractor's
Quality Assurance Program, which shall be subject to review, approval, and audit
by the Department. The Contractor's work shall reflect competent professional
knowledge, judgement, and accepted industry practice. The Contractor shall
promptly correct, or remedy any work, errors, or omissions, at its sole expense,
which do not conform to the provisions of this Agreement.
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4.5 REPRESENTATIVES AND NOTICES
Any notice, demand, or request directed to the Department shall be delivered to:
DEPARTMENT OF WATER AND POWER
CITY OF LOS ANGELES
Xxxxxxx Xxxxxxx
Contract Administrator
0000 Xxxxxx Xxxxxx, Xxxx 0X0
Xxx Xxxxxx, XX 00000
Any notice, demand, or request directed to the Contractor shall be delivered to:
Xxxxx Xxxxx
Managing Partner
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Such correspondence shall be in writing, except as specified elsewhere in this
Agreement. Service will be deemed complete upon receipt.
4.5.1 CHANGE OF ADDRESS OR REPRESENTATIVES
Either party, by written notice, may designate different or additional person(s)
or different addresses.
4.5.2 EXCUSABLE DELAYS
In the event that performance on the part of any party hereto shall be delayed
or suspended as a result of circumstances beyond the reasonable control and
without the fault and negligence of said party, none of the parties shall incur
any liability to the other parties as a result of such delay or suspension.
Circumstances deemed to be beyond the control of the parties hereunder shall
include, but not limited to, acts of God or of the public enemy; insurrection;
acts of the Federal Government or any unit of State or Local Government in
either sovereign or contractual capacity; fires; floods; epidemics; quarantine
restrictions; strikes; freight embargoes or delays in transportation; to the
extent that they are not caused by the party's willful or negligent acts or
omissions, and to the extent that they are beyond the party's reasonable
control.
4.5.3 BREACH
Except for excusable delays, if any party fails to perform, in whole or in part,
any promise, covenant, or agreement set forth herein, or should any
representation made by it be untrue, any aggrieved party may avail itself of all
rights and remedies, at law or equity, in the courts of law. Said rights and
remedies are cumulative of those provided for herein except that in no event
shall any party recover more than once, suffer a penalty or forfeiture, or be
unjustly compensated.
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4.5.4 PERMITS
The Contractor and its officers, agents and employees shall obtain and maintain
all permits and licenses necessary for the Contractor's performance hereunder
and shall pay any fees required therefor.
4.6 SUSPENSION AND TERMINATION
4.6.1 SUSPENSION OF WORK
The Contract Administrator may orally direct the Contractor to suspend, and to
subsequently resume performance of all or any part of the work. Such direction
shall be confirmed in writing. An equitable adjustment in the work completion
schedule and price (if fixed price) shall be negotiated and confirmed by a
Change Order or a revision to a task assignment if such suspension impacts the
cost of the work and/or work completion schedule. The Department shall complete
the payments due for the suspended work up to the effective date of suspension
notice and shall resume payments effective as of the work resumption date.
4.6.2 TERMINATION OF AGREEMENT
4.6.2.1 CANCELLATION WITHOUT CAUSE
This Agreement may be canceled by the Department, without cause, on 30 calendar
days' written notice or at any time by mutual agreement of the parties. Said
notice, on the Department's behalf, will be given by Xxxxxxxxx Xxxxxx, Director
of Customer Service, or Xxxxxxx Xxxxxxx, Contract Administrator. Upon receipt of
such notice, the Contractor shall immediately stop all work under this
Agreement. The Contractor shall be entitled to payment for all services
performed to date of cancellation and shall be compensated at the established
rates for all work required to organize and deliver all material developed in
the course of the work to date of termination. The Contractor shall then deliver
to the Department, in an organized and usable form, all work done prior to the
date of cancellation.
4.6.2.2 CANCELLATION FOR CAUSE
In the event of default by the Contractor, the Department, upon 15 calendar
days' written notice to the Contractor, may terminate the Contract as provided
herein. It shall be considered a default by the Contractor whenever it shall:
(1) declare bankruptcy, become insolvent, or assign its assets for the benefit
of its creditors; (2) fail to provide materials or workmanship meeting the
requirements of the Specifications; (3) disregard or violate important
provisions of the Contract Documents or fail to prosecute the work according to
the approved progress schedule; or, (4) fail to provide a qualified
superintendent, competent workmen, or subcontractors, or materials or equipment
meeting the requirements of the Contract Documents.
In the event the Contract is terminated in accordance with this subsection, the
Department may take possession of the work and of all materials, tools,
equipment, and property of the Contractor, which have been provided in
connection with the work, and may complete the work by whatever method or means
the Department may select. The cost of completing the work shall be deducted
from the balance which would have been due the Contractor had the Contract not
been terminated and the work completed in accordance with the Contract
Documents. If such cost exceeds the balance which would have been due, the
Contractor shall pay the excess amount to the Department. If such cost is less
then the balance which would have been due, the Contractor shall
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not have claim to the difference except to such extent as may be necessary, in
the opinion of the Contract Administrator, to reimburse the Contractor or the
Contractor's sureties for any expense properly incurred for materials, tools,
equipment, property, and labor devoted to the prosecution of the work, of which
the Department shall have received the benefit. In computing such expenses, as
it relates to equipment and property, the salvage value at completion of the
work shall be deducted from the depreciated value at the time the contract was
terminated, and the difference shall be considered as an expense.
4.6.2.3 TERMINATION DUE TO EXPENDITURE LIMIT
This Agreement will automatically terminate if expenditures reach the limit of
$350,000.
4.6.2.4 EXPIRATION OF AGREEMENT
Unless sooner terminated in accordance with the terms of this Agreement, the
term of this Agreement shall be 24 months.
4.6.2.5 EXTENSION OF AGREEMENT
Within 60 days of contract expiration, the Department may extend this Agreement
for an additional 12-month period upon notification to Contractor of the
Department's intent to extend.
4.6.2.6 TERMINATION OF THE SERVICES OF ANY PERSON
If the Department no longer requires the services of a particular person(s)
supplied by the Contractor, the Department may terminate the services upon
written notice to the Contractor.
4.7 PATENTS, COPYRIGHTS, AND TRADEMARKS
The Contractor shall full indemnify the Department against any and all liability
whatsoever by reason of any alleged infringement of any patent, copyright, or
trademark on any hardware, software, firmware, equipment or instrumentation used
by the Contractor in the construction of the work, or by reason of any intended
use under these specifications by the Department of any hardware, software,
firmware, equipment or instrumentation furnished under this contract; provided,
however, that the Contractor shall have no liability to the Department under any
provision of this Article with respect to any claim of patent, copyright, or
trademark infringement which is based upon the combination or utilization of the
Contractor's hardware, software, firmware, equipment or instrumentation with
hardware, software, firmware, equipment or instrumentation not made by the
Contractor; or the modification by the Department of hardware, software,
firmware, equipment or instrumentation furnished hereunder.
The Contractor shall have the sole control of the defense and all negotiations
for settlement or compromise of any action or claim of any alleged infringement
of any patent, copyright, or trademark on hardware, software, firmware,
equipment or instrumentation used by the Contractor in the designing,
fabrication, and delivery of the deliverables as specified herein to the extent
that such control is not consistent with the provisions of Article IV, Section
42 of the Los Angeles City Charter, but in any event the Contractor shall have
the right to participate fully in such defense. The Department and the
Contractor shall mutually agree to any settlement or compromise of such action.
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4.8 EXPRESS WARRANTY PROVISION
Contractor warrants that the software furnished hereunder shall be free from
significant programming errors and form defects in workmanship and materials and
shall operate in conformity with the performance capabilities, specifications,
functions and other descriptions and standards applicable thereto as set forth
in the Appendix; and that the software shall conform to the standards generally
observed in the industry for similar software (including source code) so long as
Contractor can discharge any warranty obligations notwithstanding such
modifications or following their removal by the Department.
5.0 COMPENSATION
5.1 SPECIFIC RATES OF COMPENSATION OR TIME-AND-MATERIAL BASIS
5.1.1 FEES
The Department will pay for services at the rates established in the fee
schedule (see Appendix B). These rates shall remain in effect for the duration
of this Agreement.
5.2.1 COMPENSATION FOR EXPENSES
5.2.1.1 TRAVEL EXPENSES WITHIN LOS ANGELES AREA
The Department will reimburse the Contractor mileage at the rate of $0.325/mile
for necessary car travel which exceeds an aggregate of 100 miles per day.
5.2.1.2 OTHER REIMBURSABLE EXPENSES
Reimbursable expenses include the actual cost of 1) necessary, approved travel
to Los Angeles (including coach airfare and, as practical, compact rental car
rates only); 2) lodging expenses of the Contractor's personnel up to a maximum
rate of $150 per day; 3) mileage for nonrental car travel at the rate of
$0.325/mile. Subcontractor expenses are subject to the same limitations and will
be reimbursed at original cost.
The Department will not reimburse for normal office expenses or overhead.
5.2.1.3 EXPENSE APPROVAL
Any expenses exceeding $5,000 shall be first approved as part of the task
assignment approval process.
5.2.2 EXPENDITURE LIMITS
The total amount of this Agreement shall not exceed $ 350,000 without further
appropriation to this Agreement by the Board of Water and Power Commissioners of
the City of Los Angeles.
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5.2.3 EXPENDITURE REPORTS
5.2.3.1 TASK ASSIGNMENT EXCEEDING $20,000
The Contractor shall notify the Contract Administrator, in writing, upon
spending 50 and 75 percent of monies allowed under any particular task
assignment exceeding $20,000.
5.2.3.2 TASK ASSIGNMENT EXCEEDING $100,000
The Contractor shall notify the Contract Administrator, in writing, upon
spending 40 and 75 percent of monies allowed under any particular task
assignment exceeding $100,000.
6.0 BUSINESS POLICIES
6.1 DEPARTMENT OF WATER AND POWER'S RECYCLING POLICY
The Department of Water and Power supports the use of recycled-content products
of all types. Recycled-content products help conserve natural resources,
including water and energy, and reduce demands upon landfills.
The Contractor shall submit all written documents on paper with a minimum of 30
percent post-consumer recycled content. Existing company/corporate
letterhead/stationery that accompanies these documents is exempt from this
requirement. Documents of two or more pages in length shall be duplex-copied
(double-sided pages). Neon or fluorescent paper shall not be used in any written
documents submitted to the Department.
6.2 AFFIRMATIVE ACTION
During the performance of any contract, the Contractor shall not discriminate in
its employment practices against any employee or applicant for employment
because of race, religion, national origin, ancestry, sex, age or physical
handicap. All subcontracts awarded under any such contract shall contain a like
nondiscrimination provision. The applicable provisions of Executive Order No.
11246 of September 24, 1965; Part 60-741 of 41 CFR pertaining to handicapped
workers, including 60-741.4 Affirmative Action Clause; and Sections 10.8 to
10.13 of the Los Angeles Administrative Code pertaining to nondiscrimination in
employment in the performance of City contracts are incorporated herein by
reference and made a part hereof as if they were fully set forth herein.
6.3 MINORITY AND WOMEN BUSINESS ENTERPRISE (MBE/WBE) OUTREACH
PROGRAM
It is the policy of the Department to provide Minority Business Enterprises
(MBEs), Women Business Enterprises (WBEs) and all other business enterprises an
equal opportunity to participate in the performance of all Department contracts.
The Consultant shall assist the Department in implementing this policy and shall
use its best effort to attain MBE and WBE participation of 15 percent and 7
percent, respectively, and to ensure that all available business enterprises,
including MBEs and WBEs, have an equal opportunity to compete for and
participate in the work of this Agreement.
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6.3.1 MBE/WBE DEFINED
"Minority Business Enterprise" (MBE) or "Women's Business Enterprise" (WBE), as
used herein means a business enterprise that meets both of the following
criteria:
(a) A business that is at least 51 percent owned by one
or more minority person(s) or women or, in the case
of any business whose stock is publicly held, at
least 51 percent of the stock is owned by one or more
minority person(s) or women.
(b) A business whose management and daily business
operations are controlled by one or more minority
person(s) or women.
6.3.2 EFFORTS TO OBTAIN PARTICIPATION
Efforts to obtain participation of MBEs, WBEs, and other business enterprises
could reasonably be expected to produce a level of participation by interested
subcontractors, including 15 percent MBEs and 7 percent WBEs. Good faith efforts
to reach out to MBEs, WBEs, and all other business enterprises shall be
determined by the following factors:
(a) Meetings with MBEs, WBEs, associations representing
MBEs, WBEs and other groups.
(b) Identification of selected portions of the work to be
performed by subcontractors in order to provide
participation by MBEs, WBEs, and other business
enterprises. The Contractor shall, when economically
feasible, divide total contract requirements into
small portions or quantities to permit maximum
participation of MBEs, WBEs, and other business
enterprises.
(c) Requests for proposals from interested business
enterprises or proposals in newspapers, trade
association publications, minority or trade-oriented
publications, trade journals, or other appropriate
media.
(d) Providing written notice to those business
enterprises, including MBEs and WBEs, having an
interest in participating in this Agreement. The
Contractor shall document that invitations were sent
to available MBEs, WBEs, and other business
enterprises for each portion of the work.
(e) Documenting efforts to follow up initial
solicitations of interest by contacting the business
enterprises to determine whether the enterprises are
interested in participating in the work.
(f) Providing interested enterprises with information
about the plans, specifications, and requirements for
the selected subcontracting work.
(g) Requesting assistance from organizations that provide
assistance in the recruitment and placement of MBEs,
WBEs, and other business enterprises.
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(h) Negotiating in good faith with interested MBEs, WBEs,
and other business enterprises and not unjustifiably
rejecting proposals prepared by any enterprise. As
documentation, the bidder shall submit a list of all
documentation, the bidder shall submit a list of all
sub-bidders for each portion of potential work for
MBEs, WBEs, and other business enterprises.
(i) Documenting efforts to advise and assist interested
MBEs, WBEs and other business enterprises in
obtaining bonds, lines of credit, or required
insurance.
6.3.3 PROGRAM DOCUMENTATION
The Contractor shall submit monthly reports to the Contract Administrator
demonstrating compliance with the Department's Outreach Program, and make
related records available to the Department upon request. The reports shall be
submitted on Department forms which can be obtained from the Contract
Administrator, and show the following:
(a) the name of each participating
subcontractor;
(b) description of work each subcontractor has
contracted to perform;
(c) the percentage of completion for the work
under each subcontract;
(d) the compensation contracted to be paid to
each subcontractor (attach copy of
subcontractor's invoice);
(e) the cumulative compensation earned by each
subcontractor; and
(f) the cumulative compensation paid to each
subcontractor.
6.4 SERVICE CONTRACT WORKER RETENTION AND LIVING WAGE POLICY
6.4.1 GENERAL PROVISIONS
This contract is subject to the Service Contractor Worker Retention Ordinance
(SCWRO), Section 10.36 et. seq., and the Living Wage Ordinance (LWO), Section
10.37 et. seq., of the Los Angeles Administrative Code. The Ordinances require
that, unless specific exemptions apply, employers who are awarded service
contracts that involve expenditures in excess of $25,000, and have a duration of
at least three months; and any persons who receive City financial assistance of
one million dollars or more in any 12-month period, shall comply with the
following provisions of the ordinances:
(a) Retention for a 90-day transition period,
the employees who were employed for the
preceding 12 months or more by the
terminated Contractor or subcontractor, if
any, as provided for in the SCWRO;
(b) Payment of a minimum initial wage rate to
employees as defined in the LWO, of $7.99
per hour, with health benefits of at least
$1.25 per hour, or otherwise $9.24 per hour
without benefits.
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6.4.2 TERMINATION PROVISIONS
Under the provisions of Section 10.36.3(c) and Section 10.37.5 (c) of the Los
Angeles Administrative Code, the Department of Water and Power, shall have the
authority, under appropriate circumstances, to terminate this contract and
otherwise pursue legal remedies that may be available, if the Department of
Water and Power determines that the subject Contractor or financial assistance
recipient violated the provisions of the referenced Code Section.
6.4.3 INVOICE PROVISIONS
All invoices related to SCWRO and LWO Contracts shall contain the following
statement:
"The Contractor fully complies with Section 10.36 et. seq. And Section
10.37 et. seq., SCWRO and LWO, respectively, of the Los Angeles
Administrative Code."
6.5 CHILD SUPPORT POLICY
The Contractor and any Subcontractor(s) must fully comply with all applicable
State and Federal employment reporting requirements for the Contractor's and any
Subcontractor(s)' employees. The Contractor and any Subcontractor(s) must fully
comply with all lawfully served Wage and Earnings Assignment Orders and Notices
of Assignment in accordance with the California Family Code. The Contractor and
any Subcontractor(s) must certify that the principal owner(s) thereof (any
person who owns an interest of 10 percent or more) are in compliance with any
Wage and Earnings Assignment Orders or Notices of Assignment applicable to them
personally. The Contractor and any Subcontractor(s) must certify that such
compliance will be maintained throughout the term of the Contract.
Failure of the Contractor and/or any Subcontractor(s) to fully comply with all
applicable reporting requirements or to implement lawfully served Wage and
Earnings Assignments or Notices of Assignment or failure of the principal
owner(s) to comply with any Wage and Earnings Assignments or Notices of
Assignment applicable to them personally shall constitute a default under the
Contract. Failure of the Contractor and/or any Subcontractor(s) or principal
owner(s) thereof to cure the default within 90 days of notice of such default by
the City shall subject the Contract to termination.
7.0 INSURANCE REQUIREMENTS
7.1 GENERAL INSURANCE COVERAGE
Prior to the start of work, but not later than 30 days after the date of award
of contract, the Contractor shall furnish the Department evidence of coverage
from insurers acceptable to the Department and in a form acceptable to the Risk
Management Section and the Office of the City Attorney. Such insurance shall be
maintained by the Contractor at the Contractor's sole cost and expense.
Such insurance shall not limit or qualify the liabilities and obligations of the
Contractor assumed under the contract. The Department shall not by reason of its
inclusion under these policies incur liability to the insurance carrier for
payment of premium for these policies.
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Any insurance carried by the Department which may be applicable shall be deemed
to be excess insurance and the Contractor's insurance is primary for all
purposes despite any conflicting provision in the Contractor's policies to the
contrary.
Said evidence of insurance shall contain a provision that the policy cannot be
canceled or reduced in coverage or amount without first giving 30 calendar days'
notice thereof (10 days for non-payment of premium) by registered mail to The
Office of the City Attorney, Water and Power Division, Post Office Box 51111,
GOB Xxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000.
Should any portion of the required insurance be on a "Claims Made" policy, the
Contractor shall, at the policy expiration date following completion of work,
provide evidence that the "Claims Made" policy has bee renewed or replaced with
the same limits, terms and conditions of the expiring policy, or that an
extended discovery period has been purchased on the expiring policy at least for
the contract under which the work was performed.
Failure to maintain and provide acceptable evidence of the required insurance
for the required period of coverage shall constitute a breach of contract, upon
which the Department may immediately terminate or suspend the agreement.
Contractor shall be responsible for all subcontractors' compliance with the
insurance requirements.
7.2 SPECIFIC COVERAGE
7.2.1 WORKERS' COMPENSATION INSURANCE
The Contractor shall provide Workers' Compensation insurance covering all of the
Contractor's employees in accordance with the laws of any state in which the
work is to be performed and including Employer's Liability insurance and a
Waiver of Subrogation in favor the Department of Water and Power. The limit for
Employer's Liability coverage shall be not less than $100,000.00 each accident
and shall be a separate policy if not included with Workers' Compensation
coverage. Evidence of such insurance shall be in the form of a special
endorsement of insurance. Workers' Compensation/Employer's Liability exposure
may be self-insured provided that the Department is furnished with a copy of the
certificate issued by the state authorizing the Contractor to self-insure.
Contractor shall notify the Risk Management Section by receipted delivery as
soon as possible of the state withdrawing authority to self-insure.
7.2.2 COMMERCIAL GENERAL LIABILITY INSURANCE
The Contractor shall provide Commercial General Liability insurance with Blanket
Contractual Liability, Independent Contractors, Broad Form Property Damage,
Premise and Operations, Products and Completed Operations, and Personal Injury
coverage's included. Such insurance shall provide coverage for total limits
actually arranged by the Contractor, but not less than $1,000,000.00 combined
single limit per occurrence. Should the policy have an aggregate limit, such
aggregate limits should not be less than double the Combined Single Limit and be
specific for this contract. Umbrella or Excess Liability coverages may be used
to supplement primary coverages to meet the required limits. Evidence of such
coverage shall be on the Department's additional insured endorsement form or on
an endorsement to the policy acceptable to the Risk Management Section and
provide for the following:
14
(a) Include the Department and its officers, agents, and
employees as additional insureds with the Named
Insured for the activities and operations under the
contract.
(b) Severability-of-Interest or Cross-Liability Clause
such as: "The policy to which this endorsement is
attached shall apply separately to each insured
against whom a claim is made or suit is brought,
except with respect to the limits of the company's
liability."
(c) A description of the coverages included under the
policy.
7.2.3 COMMERCIAL AUTOMOBILE LIABILITY INSURANCE
The Contractor shall provide Commercial Automobile Liability insurance which
shall include coverage's for liability arising out of the use of owned,
non-owned, and hired vehicles for performance of the work as required to be
licensed under the California or any other applicable state vehicle code. The
Commercial Automobile Liability insurance shall have not less than $300,000.00
combined single limit per occurrence and shall apply to all operations of the
Contractor.
The Commercial Automobile Liability policy shall name the City of Los Angeles,
the Board of Water and Power Commissioners of the City of Los Angeles, the
Department of Water and Power of the City of Los Angeles, and their officers,
agents, and employees while acting within the scope of their employment, as
additional insureds with the Contractor, and shall insure against liability for
death, bodily injury, or property damage resulting from the performance of this
Agreement.
7.3 EXCESS LIABILITY
The Contractor may use an Umbrella or Excess Liability Coverage to meet coverage
limits specified in the contract. Evidence of Excess Liability shall be in the
form of the Department's Excess Liability-Additional Insured Endorsement form or
equivalent. The Contractor shall require the carrier for Excess Liability to
properly schedule and to identify the underlying policies as provided for on the
Additional Insured Endorsement form, including, as appropriate, Commercial
General Liability, Commercial Automobile Liability, Employer's Liability, or
other applicable insurance coverages.
7.4 PROFESSIONAL LIABILITY INSURANCE
The Contractor shall provide Professional Liability insurance covering liability
arising from errors and omissions made during the executing of this contract for
the total limits actually arranged by the Contractor, but not less than
$1,000,000.00, per occurrence. The coverage shall include Contractual Liability,
and should the policy be of a claims-made form, such policy shall be maintained
for not less than three (3) years after the date of final acceptance of
completion of all work performed under this agreement.
15
7.5 INDEMNIFICATION CLAUSE
The Contractor undertakes and agrees to indemnify and hold harmless the City of
Los Angeles, the Department of Water and Power, the Board of Water and Power
Commissioners of the City of Los Angeles, and all of their officers and
employees, and, at the option of the Department, defend the Department, and any
and all of their Boards, officers, agents, representatives, employees, assigns
and successors in interest from and against any and all suits and causes of
action, claims, charges, damages, demands, judgments, civil fines and penalties,
or losses of any kind or nature whatsoever, for death, bodily injury or personal
injury to any person, including Contractor's employees and agents, or damage or
destruction to any property of either party hereto, or third persons in any
manner arising by reason of the negligent acts, errors, omissions or willful
misconduct incident to the performance of this contract on the part of the
Contractor, or the Contractor's officers, agents, employees, or subcontractors
of any tier, except for the active negligence or willful misconduct of the
Department, its Board, officers, agents, representatives or employees.
8.0 INVOICES
The Contractor shall, at the end of each calendar month in which services are
performed or expenses are incurred and prior to the tenth day of the following
month, submit to Xxxxxxx Xxxxxxx, Contract Administrator, Department of Water
and Power, City of Los Angeles, 0000 Xxxxxx Xxxxxx, Xxxx 0X0, Xxx Xxxxxx,
Xxxxxxxxxx 00000, in triplicate, verified and itemized invoices stating such
services were performed and such expenses were necessarily incurred. Such
invoices shall conform to the rates established in the fee schedule (and shall
be organized and clearly identified by task number and name). In support of
payment for such invoices, the Contractor shall furnish a progress report,
payroll records, receipts and other evidence of reimbursement expenses and any
other information necessary to verify that Contractor's billing is in accordance
with this Agreement. Such invoices, if correct, will be certified, and paid
within 30 days after receipt of service and invoice. If such invoices are
incorrect, Contractor will be notified within 7 working days of receipt of any
discrepancy. Invoice payments will not be made if the invoice is received more
than six months after the billing period.
Each invoice shall show the contract/purchase order number, the vendor code
number, the City of Los Angeles Business Tax Registration Certificate Number,
and the identification of material, equipment and/or services covered by the
invoices. In all cases the amount of applicable sales tax or use tax shall be
separately stated on the invoice.
8.1 CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE
REQUIRED
The Contractor shall obtain and keep in full force and effect during the term of
the contract all Business Tax Registration Certificates required by the City of
Los Angeles Business Tax Ordinance, Article 1, Chapter II, Section 21.00 and
following, of the Los Angeles Municipal Code.
Firm's current Business Tax Registration Certificate Number or, for those firms
that are exempt, a Vendor Registration Number must be shown on all invoices
submitted for payment. Failure to do so, may delay payment,
For additional information regarding applicability of the City Business Tax
Registration, contact the City Clerk's Office on (000) 000-0000.
16
8.2 TAXPAYER IDENTIFICATION NUMBER (TIN)
Contractor declares that its authorized TIN is 00-0000000. No payment will be
made under this Agreement without a valid TIN number.
9.0 CONFLICTS
9.1 CLAIMS FOR LABOR AND MATERIALS
The Contractor shall promptly pay, when due, all amounts payable for labor and
materials furnished in the performance of this Agreement so as to prevent any
lien or other claim under any provision of law from arising against any City
property (including reports, documents, and other tangible matter produced by
the Contractor hereunder), against the Contractor's rights to payments
hereunder, or against the City, and shall pay all amounts due under the
Unemployment Insurance Act with respect to such labor.
9.2 ERRORS AND OMISSIONS
The Contractor will be responsible for correcting or remedying any errors or
omissions which occur in performance of the services under this Agreement and
which are the result of the Contractor's negligence or action. The cost of
correcting or remedying any error or omission shall be borne by the Contractor.
Revising Contractor-prepared documents at the request of the Department to
incorporate comments by the public or by agencies having jurisdiction in matters
of the particular task assignment is not considered to be a remedy of errors or
omissions, but is considered an integral part of document preparation which may
be called for by a task assignment.
9.3 PRIORITY OF DOCUMENTS
In the event of any conflicting provisions between the documents referenced or
included in this Agreement, the priority shall be as follows:
(a) Latest Change Order
(b) Agreement
(c) Task Assignment
(d) Other Referenced Documents
Each party shall notify the other immediately upon the determination of any such
conflict or inconsistency.
10.0 MONITORING OF WORK
10.1 RECORDS AND AUDITS
The Contractor shall maintain records and books of account showing all costs and
expenses incurred by the Contractor for this Agreement. The Department shall
have the right, upon reasonable notice, to audit the books, records, documents,
and other evidence and the accounting procedures and practices, where needed, to
verify the costs and expenses claimed. The Department retains this right for at
least three years after final payment and until all disputes, appeals,
litigation, or claims have been resolved. This right to audit shall also include
inspection at reasonable times of the Contractor's office or facilities which
are engaged in the performance of the Agreement. In addition, the Contractor
shall, at no cost or expense to the Department, furnish reasonable
17
facilities and assistance for such an audit. Upon request, Contractor shall also
provide copies of documents applicable to this Agreement. The audit findings
shall, to the extent allowed by law, be treated by the Department as
confidential.
10.2 PROGRESS REPORTS
The Contractor shall, as required by the Contract Administrator, submit reports
summarizing all the tasks under this Agreement, the work accomplished, work left
to be done, work to be done in the coming months, and the estimated completion
dates. This report shall be organized by task and shall include the task number,
task coordinator, task title, the authorized expenditure, the start date and
completion date, and the total of dollars received to date by the Contractor.
The report shall also show the total dollars received by the Contractor under
this Agreement.
10.3 RIGHT TO REVIEW SERVICES, FACILITIES, AND RECORDS
The Department reserves the right to review any portion of the services
performed by the Contractor under this Agreement, and the Contractor agrees to
cooperate to the fullest extent possible. Contractor shall furnish to the
Department such reports, statistical data, and other information pertaining to
the Contractor's services as shall be reasonably required by the Department to
carry out its rights and responsibilities under its agreements with its
bondholders or note holders and any other agreement relating to the development
of the project(s) and in connection with the issuance of its official statements
and other prospectuses with respect to the offering, sale, and issuance of its
bond and other obligations.
The right of the Department to review or approve drawings, specifications,
procedures, instructions, reports, test results, calculations, schedules, or
other data that are developed by the Contractor shall not relieve the Contractor
of any obligation set forth herein.
10.4 DEPARTMENT'S QUALITY ASSURANCE PROGRAM
Work performed under this Agreement will be subject to review by the
Department's personnel.
11.0 TITLE TO WORK
11.1 CONFIDENTIALITY OF DEPARTMENT INFORMATION
All information contained in drawings, specifications, technical reports, and
data provided by the Department to the Contractor shall be held in confidence by
the Contractor and used only to provide services to the Department. The
Contractor shall not disclose said information without the Contract
Administrator's written consent.
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11.1.1 DEPARTMENT PROPERTY
The Contractor shall not copy any drawing, specification, technical report, or
data provided by the Department. The Contractor shall return all materials
provided by the Department. All material shall be returned no later than the
closing date of the Agreement.
11.2 RIGHT TO DOCUMENTATION DEVELOPED BY CONTRACTOR
Documentation, including all reports, drawings, documents, field notes,
specifications and data developed by the Contractor and its subcontractors,
shall be the property of the Department, and may be used, revised, and
distributed by the Department in any manner.
11.2.1 INDEMNIFY FOR REUSE OR REVISION
The Department agrees to hold harmless and indemnify the Contractor against all
damages, claims, and losses, including defense costs, arising out of revision to
or reuse of the plans and specifications produced under this Agreement.
11.2.2 NONDISCLOSURE
The Contractor shall not disclose to others any information developed by
Contractor under this Agreement without prior written approval by the Contract
Administrator.
11.2.3 ATTORNEY FEES AND COSTS
The parties agree that in any action to enforce the terms of this Agreement that
each Party shall be responsible for its own attorney fees and costs.
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12.0 SIGNATURE AUTHORIZING AGREEMENT (FORMAL AGREEMENTS)
Each party was represented by counsel in the negotiations and execution of this
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be by their
authorized representatives on the day and year written below.
Dated: 9/1/02
XXXXX XXXXX & COMPANY
-------------------------------------
(Contractor's Legal Name)
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: MANAGING DIRECTOR
Dated:
----------------------------------
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
BY
BOARD OF WATER AND POWER COMMISSIONERS
OF THE CITY OF LOS ANGELES
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx, General Manager
and /s/ [ILLEGIBLE]
-------------------------------------
Secretary
APPROVED AS TO FORM AND LEGALITY
ROCKARD X. XXXXXXXXXX, CITY ATTORNEY
AUG 14 2002
BY: /s/ KJEHL X. XXXXXXXX
-------------------------------
KJEHL X. XXXXXXXX
Deputy City Attorney
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APPENDIX A
PROJECT SCOPE
Professional Services for all of the following six (6) major systems and
sub-systems will be provided by LYC and are incorporated into all of the
subsequent three (3) phases.
1. PBX Telephone Switch (including station sets)
- Combined ACD
- *Call Accounting
- *Voice / Fax mail
- with stand-alone eMail
- Integrated with eMail (LADWP option)
- Unified with eMail (LADWP option)
2. IVR
- Combined ACD (LADWP option)
- Enhanced Agent PC Multi-media / Visual Queues (LADWP option)
- *CTI (including PC workstations and connectivity)
- IWR with account info and link to on-line payment service
- TDD
- Fax-on-demand (LADWP option)
3. Predictive Dialer
4. Workforce Management Software
5. Call Recording and Quality Monitoring
- Combined with Web and eMail communications (LADWP option)
6. Electronic Messaging Boards
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PHASE I - CUSTOMER CONTACT CENTER (CCC) RELOCATION: TELECOMMUNICATION SYSTEMS
AND APPLICATIONS PLANNING
LYC will consult to LOS ANGELES DEPARTMENT OF WATER & POWER (LADWP) and project
team to assess telecommunications systems requirements providing technical
direction and budgetary information for the entire project.
A. ALL TELECOMMUNICATION SYSTEMS ANALYSIS, ASSESSMENT, AND
RECOMMENDATIONS
1. Meet with LADWP's Project Management and key
personnel to:
a. assure understanding of LADWP's needs,
operational preferences, and near and long
term objectives;
b. assure understanding of high-level
requirements and priorities for the (6)
major system components as tentatively
outlined above;
c. establish Project Teams associated with
system components.
2. Attend Project kick-off meeting with LADWP's
designated project team(s) and perform initial review
of current systems and applications functionality,
identifying deficiencies and feasibility for any
desired improvements.
3. Review all data associated with current systems,
including software releases, hardware configurations,
and LADWP custom applications.
4. Visit the new building site to identify utilization
requirements and review all infrastructures, cables,
equipment rooms and networking in partnership with
LADWP's Telecom personnel.
5. Review optional disaster recovery alternatives and
work with LADWP personnel to consider their
feasibility.
6. Evaluate/Research alternative solutions.
7. Determine integration requirements.
8. Present findings and recommendations to LADWP Project
Management and key personnel.
9. Develop a written summary of findings and outline of
requirements for all system components in a
Requirements Study with recommendations as to how
LADWP should proceed.
B. PREPARATION OF PROJECT PLAN
1. Prepare a comprehensive written plan document that
will address all required system components and
logistics.
2. Prepare project schedule / timeline estimate for
design, procurement, installation, and training.
3. Review plans with LADWP Project Management and key
personnel and incorporate changes as needed.
ASSUMPTIONS
- Interface with the LADWP Project Management and key
personnel and Project Team(s) as required.
- LADWP will provide copies of all current system
configurations, technical documents and vendor data
at the start of project.
- If, during the course of this proposed effort,
changes in scope, location, or duration of the
project are identified by LADWP, LYC reserves the
right to propose any necessary changes to costs
and/or schedules.
22
PHASE II - SPECIFICATIONS DEVELOPMENT / PROCUREMENT
LYC will develop appropriate documentation in conjunction with LADWP's
Purchasing personnel for all telecommunication systems, sub-systems, and
applications to facilitate a competitive bid and procurement process.
A. TELECOMMUNICATION SYSTEMS AND APPLICATIONS PROCUREMENT PROCESS
1. Prepare and provide final technical specifications
document for each of the system and sub-system
component RFPs.
2. Prepare and provide project overview and scope of
work documentation including vendor professional
service requirements (vendor development,
installation, training and support) for inclusion in
LADWP's formal RFP process for submittal to a
selected list of vendors.
3. Participate in bidders conferences for review of
submittal requirements.
4. Review all responding vendor proposals evaluating and
validating submitted information.
5. Participate with the design team to evaluate
Contractor(s) bid responses arriving at a written
summary and recommendation for selected vendors and
products.
6. Assist in negotiating best and final pricing and
custom vendor contracts.
7. Attend final meetings with LADWP prior to letting
final vendor contracts.
B. CUSTOM APPLICATION DEVELOPMENT, MODIFICATION, AND OVERSIGHT
1. Application Specifications will be finalized for ACD
/ IVR / IWR, CTI, and miscellaneous systems
customization. These include call / page flows,
scripts, screen definitions, performance indicators,
etc.
ASSUMPTIONS
- This process assumes that RFPs will be submitted to a
list of qualified prospective bidders compiled by LYC
and LADWP's Purchasing Department.
- Vendors are able to bid on any or all of the various
systems and sub-systems.
- Vendors should be able to facilitate integration of
"best-of-breed" system or sub-system solutions from
third-party vendor as required. This should be
incorporated as part of the RFP requirements and any
resulting purchase contract.
- If, during the course of this proposed effort,
changes in scope, location, or duration of the
project are identified by LADWP, LYC reserves the
right to propose any necessary changes to costs
and/or schedules.
- Scope focuses on the relocation of existing
functionality currently available to LADWP customers.
- Consultant participation in the LADWP's formal bid
process will be primarily focused on technical
specification preparation and support.
- Enhancements to custom applications and best of breed
contact center practices will be phased as agreed
upon in starting with the cutover at the new
location. On-going enhancements or increased
functionality after cutover are out of the scope of
this RFP.
- Disaster recovery site implementation is out of scope
of this RFP.
- Any disaster recovery site enhancements to
applications and best of breed contact center
practices would be migrated in conjunction with the
main site, and would be out of scope to this RFP.
- Logistical and network planning assistance is
included, but acquisition and implementation of
consultants' recommendations for logistics and
connectivity is out of scope of this RFP.
23
PHASE III - OVERALL PROJECT MANAGEMENT SUPPORT; INSTALLATION / TRAINING /
INTEGRATION / CUTOVER SUPPORT
LYC will consult to LADWP in overseeing the installation of all of the new
Telecommunication Systems and Applications acquired and the relocation of all
existing telecommunications functionality currently available to LADWP customers
as identified during Phase I and II. This is in accordance with the Proposed
Scope in Section 2.2 of the RFP. In addition, we have made assumptions based on
the RFP Clarifications of January 2, 2002. Where appropriate, the clarification
question is identified in our assumptions.
OVERSEE INSTALLATION, INTEGRATION, TRAINING AND CUT-OVER OF ALL
TELECOMMUNICATION SYSTEMS AND APPLICATIONS
1. Coordinate and manage installation kickoff meeting.
2. Coordination and preparation of an Installation Detailed
Project Plan including LADWP and IT actions as well as the
actual Call Center Vendor actions.
3. Assist LADWP in developing an installation acceptance test.
4. Assist LADWP in developing a plan for work escalation during
critical installation milestones.
5. Consolidate LADWP and vendor escalation plans for
installation/cutover.
6. Ongoing review of critical milestones advising DWP and LYC
teams on technology and installation issues related to systems
implementation.
7. Provide field observation trips to evaluate work prior to
start of system installation, during system delivery and
configuration, and individual system testing and acceptance.
8. Onsite project management of integrated system testing for
benchmark testing, systems cutovers, as well as initial
in-service dates.
9. Resolve outstanding issues facilitating acceptance of
completed work.
10. Coordinate completion and delivery of all system and
installation documentation for vendor system to LADWP.
ASSUMPTIONS
- DWP Telecom and IT will be responsible for design,
acquisition, and installation of all new facilities
for conduit, riser cable, telco terminations and
station cable runs as recommended by LYC consultant,
(per Clarification Q 4 and Q 6)
- DWP will be responsible for identifying, configuring
and installing all services in the designated
"backroom" for all new or relocated equipment (per
Clarification Q 7)
- DWP will be responsible for design, acquisition, and
installation of all electrical facilities required to
support identified equipment prior to cutover. (per
Clarification Q 29)
- DWP will be responsible for definition, design,
acquisition and installation of all Telco related
cabling, backboards, racks and connections and
associated datacom equipment for all backbone
infrastructure and required for all equipment
specified in RFP for new or relocated systems, (per
Clarification Q 7)
- DWP will be responsible for all IT related aspects of
the relocations and will have all systems in place
prior to start of Call Center installation, (per
Clarification Q 29)
24
- Assumes maximum of 10 field trips to Sun Valley and
LA locations.
- If, during the course of this proposed effort,
changes in scope, location, or duration of the
project are identified by LADWP, including additional
project management or consulting advise relating to
site facilities or and/or network infrastructure, LYC
reserves the right to propose any necessary changes
to costs and/or schedules.
25
SCHEDULE
Our work plan provides for a 22-month project as summarized in the chart below
PHASE TARGET BEGIN TARGET END* KEY MILESTONE
----- --------------- ----------------- ----------------
I-A July 3, 2002 July 30, 2002 Review Meeting
I-B August 1, 2002 August 30, 2002 Plan Document
II-A August 30, 2002 February 28, 2003 Vendor Selection
II-B March 1, 2003 December 30, 2003 System Delivery
III January 1, 2004 May 30, 2004 Cutover
* Approximate, will vary by system and phased implementations.
00
XXXXXXXX X
FEE SCHEDULE
HOURLY FEE SCHEDULE
Position Hourly Fee
-------- ----------
LYC Managing Partner $160.00
Senior Consultant (all others) $160.00
FEE EXPENDITURE LIMITS
PHASE I-A $ 46,600.00
PHASE I-B $ 28,520.00
PHASE II-A $ 72,000.00
PHASE II-B $ 73,800.00
PHASE III $ 71,880.00
-----------
TOTAL $293,800.00
Limits assume no change to scope of work. Any changes to original scope of work
would nullify these fee limits.
CONTINGENCY FUNDING
Should the need arise for further consulting assistance as a result of one of
the following situations, contingency funds in the amount of $56,200 have been
appropriated. These funds will only be used for one or more of the following
purposes:
- MANAGEMENT CHANGES AND MANDATES
- CHANGES TO EXISTING TECHNOLOGY ENVIRONMENT
- INCREASED NEEDS FOR DISASTER RECOVERY IMPLEMENTATION
Any additional work in these areas will be authorized via the issuance of a task
letter as specified in this agreement.
27
