96-22237 RESO
RESOLUTION NO.
96-22237
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT
IN THE AMOUNT OF $47,400 WITH GABLE CONSULTING FOR
DOCUMENT IMAGING CONSUL l' ANT SERVICES, PURSUANT TO
REQUEST FOR PROPOSALS NO. 146-95/96
WHEREAS, the City issued a Request for Proposals (RFP No. 146-95/96) on Augm t
12, 1996, seeking professional services for document imaging (Project); and
WHEREAS, a selection committee comprised of City staff reviewed the si (
proposals submitted for this Project and selected Gable Consulting as the top-ranked firm; and
WHEREAS, the selection committee met with Gable Consulting on November 15 ,
1996 and negotiated the terms and conditions for this Project; and
WHEREAS, funding is available from the Communications Internal Service F lllll
Number 550.1750.000312; and
WHEREAS, the Administration has negotiated the attached Professional Serv ,ce;
Agreement with Gable Consulting, in the amount of $47,400.
NOW THEREFORE BE IT DUL Y RESOLVED BY THE MAYOR AND CITv
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the Cit T
Clerk are authorized to execute the attached Professional Services Agreement with Gabl.~
Consulting, in the amount of $47,400, for document imaging consultant services.
PASSED AND ADOPTED this 18 day of December, 199 .
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ATTEST:
_~,,~} fcw~
CITY CLERK
APPROVED ~ TO
fORM & LANGUAGE
& FOR EXECUTION
~~~
C . Affomev
I ;;"'-/I:,1,'L
Da:1e
CITY OF
MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO, 177- ql-
TO:
Mayor Seymour Gelber and
Memben of the City Commission
DATE:
December 18, 1 ~'9(
FROM:
Jose Garcia-Pedrosa
City Manager
SUBJECT:
g the Mayor and the City Clerk to Execute a Contrac1
with the Top-Ra ed Firm of Gable Consulting, Pursuant to RFLI Numher
146-95/96 for Providing Professional Services as a Document Imaging
Consultant.
ADMINISTRATION RECOMMENDATION:
To approve the Resolution and authorize the execution of the Agreement.
CONTRACT AMOUNT AND FUNDING:
$47,400 (Not to exceed) Funding is available from Communications Internal Service Fund
No. 550.1750.000312.
BACKGROUND:
On October 9, 1996, Commission Memorandum 592-96, the Administration was authorized to
negotiate a contract with Gable Consulting, the top-ranked firm for RFP No. 146-95/96 Jor
Document Imaging Consultant services. The Consultant will assist the City in developing an
implementation plan and strategy for document management, including participation in the venc or
selection for necessary hardware and software.
ANAL YSIS:
Members of the Selection Committee met with Julie Gable on November 19, 1996, with the
following results:
Fee: $47,400
Scope of Services:
Will include data collection and analysis from eight departments - Building Department; City
Attorney's Office; City Clerk's Office; Planning & Zoning; Engineering & Construction
Management; Procurement Division; Hurnan Resources; Public Works Department. ContrGct
includes one trip of twelve days for data gathering activities, one ovemight trip for bidders'
conference, one 3-day trip for vendor demos, and one overnight trip for a training session.
ED
AGENDA ITEM c- rLI
DATE 12-\&.q~
RFP NO. 146-95/96
Page Two
December 18, 1996
ANALYSIS: (Continued)
The Consultant will be required to meet with selected City departments to develop their individ la;
lists of departmental requirements as they relate to this project; conduct the necessary analysi~ tc
detennine types of documents, document characteristics, usage and retrieval estimates, catalogubg,
indexing, and document flow; develop an implementation plan and strategy; write the RFP, att<:nd
the pre-proposal conference, and assist in evaluation of RFP responses; assist in vendOI
recommendation and in the implementation process; provide general guidance G nd
recommendations.
Consulting services will be billed at rate of $1 00 per hour. Data entry of interview results will be
billed at the rate of $30 per hour. Travel costs are billed at cost plus 10%. Services will be bill ed
on a monthly basis with payment terms of net 30 days. The City pays only for actual time spent
performing tasks addressed in the proposal.
The Consultant will begin work in January 1997, and it is estimated that project can be comple1ed
in 51 days.
CONCLUSION:
The Administration recommends that the Mayor and City Commission approve the attach ed
Resolution authorizing the execution of an Agreement between the City of Miami Beach and Gahle
Consulting for providing professional services for document imaging.
ttR
JGP:REP:jf
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND GABLE CONSULTING FOR DOCUMENT IMAGING
CONSUL TING SERVICES
THIS AGREEMENT is made and entered into this 18th day of December, 1996 by an 1
between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its offic al: ,
successors, legal representatives, and assigns, and GABLE CONSULTING (Consultant).
WHEREAS, City proposes to acquire and implement an electronic document managen lef t
system; and,
WHEREAS, City desires to engage Gable Consulting to perform certain professiom 1
services in relation to the acquisition and implementation of the System in accordance with thi;
Agreement; and,
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafte~
set forth, City and Consultant agree as follows:
SECTION 1. SCOPE OF SERVICES. City does hereby retain the Consultant to funds.!
professional services and perform those tasks reasonably required to acquire and implement th:
System in accordance with the Consultant's proposal dated September 4, 1996, a copy of which i;
attached hereto as Exhibit "A" and is by reference incorporated herein. Such services and tasks ar:
hereinafter referred to as the "Scope of Services."
SECTION 2. TIME FOR COMPLETION. Consultant shall prepare and deliver to Cit:,
a schedule for completion of services and tasks under this Agreement. The services to be renderec.l
and tasks to be completed by the Consultant shall be commenced and completed in accordance witlll
that approved schedule. Both the City and the Consultant agree that time is of the essence in thl:
completion of the work under this Agreement.
City agrees to schedule meetings in a timely manner, expedite reviews of Consultant's wad,
and make an effort to avoid major changes in the direction given to the Consultant in order to avoi I
project delays. The Consultant shall deliver materials for review in accordance with the apprc ve I
schedule.
SECTION 3. CHANGES IN SCOPE OF SERVICES. City or Consultant may req'le~ t
changes that would increase, decrease or otherwise modify the Scope of Services. The parties s ha 1
negotiate any changes or revisions to the work or changes in compensation. Such changes anI
adjustments in the method of compensation must be authorized by City in accordance wit 1
SECTION 17.
SECTION 4. DELAYS. In the event there are delays caused by actions of the City, it wi 1
grant to the Consultant reasonable extensions of the contract time commensurate with the lengtl ( f
the delay. Should any such delay materially affect the Consultant's cost of performing work undtr
this Agreement, Consultant shall immediately give written notice to City of such fact and 0: i1:;
estimate as to the amount of any such increase in cost. It shall be the responsibility of the Consul tar t
to ensure at all times that sufficient contract time remains within which to complete services on th .~
project. In the event there are delays which affect the project completion date, the Consultant saa 1
identify such delays in its regular, periodic progress reports to City and shall identify the reasol(~)
for each delay and the amount of time related to each reason and delay. City and the Consultant wi 1
review the reason for, and length of, each delay, and in its effect upon expected completion.
SECTION 5. CONTRACT SUM. For the satisfactory performance of the serv.ce;
described in this Agreement, Consultant shall be paid a total sum not to exceed $47,400.
SECTION 6. PAYMENTS. The Consultant shall submit monthly invoices to th .~
City based upon services completed during the invoice period. City will make such payments wi ,hi 1
thirty (30) days after receipt of invoice.
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SECTION 7. OWNERSHIP OF DOCUMENTS. All documents, materials, and rep.)ft;,
except data gathering forms, that are prepared by the Consultant or that result from the Consult~'nt s
services under this Agreement, unless otherwise specifically provided herein, shall be and bec')lT e
the property of the City. Any reuse of the documents shall be at the sole risk of the City. T1 e
Consultant, for a period of six months following completion of services hereunder, shall retain a J
background data, work documents, files, and other materials or documents, in whatever f ~m 1
prepared or assembled, relating to its work under this Agreement and shall make all such mate] 'ia s
and documents available to the City, at its request, for access, review, and copying. The City sha I
pay all costs associated with such copying when done at its request. Items not required to l:~
delivered to the City as work product shall remain the property of the Consultant. The City hel eb (
authorizes Consultant to list it as a client in marketing material.
SECTION 8. NO CONTINGENT FEES. Consultant warrants that it has not employe 1
or retained any company or persons, other than a bona fide employee working solely for th.~
Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any persl)n~ ,
company, corporation, individual or firm, other than a bona fide employee working solely fc r
Consultant, any fee, commission, percentage, gift, or other consideration contingent upon c r
resulting from the award or making of this Agreement. For the breach or violation of this provisior ,
the City shall have the right to terminate the Agreement without liability and, at its discretior, t )
deduct from the contract price, or otherwise recover, the full amount of such fee, commiss.or,
percentage, gift or consideration.
SECTION 9. CONFLICT OF INTEREST. Consultant agrees that, during the perioli[
between the date of this Agreement and the completion of work under this Agreement, it will not
contract for or accept employment for the performance of any work or services with any individlal,
business, corporation or unit of government that would create a conflict of interest in th:
performance of its obligations pursuant to this Agreement with the City.
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SECTION 10. INDEPENDENT CONTRACTOR. It is agreed by the parties that, aI: a] I
times and for all purposes within the scope of the Agreement, the relationship of Consultant and it;
subcontractors to the City is that of independent contractor and not that of employee. No statemer t
contained in this Agreement shall be construed so as to find privileges or benefits of City employ.;:e~ .
SECTION 11. INDEMNIFICATION. The Consultant agrees to hold the City, its officen,
employees, and agents, harmless against any and all claims, losses, damages, or lawsuits fo.~
damages, including those for injuries to persons or damage to property, from incidents occunin: .~
during the performance of the services hereunder by the Consultant except for claims, losse:; 0.'
damages arising solely out of the actions or inactions ofthe City related to the services contemplatell
herein. Beyond providing specifications, along with advice and guidance on current offerings, m I
an opinion regarding vendor suitability, Consultant assumes no responsibility for City's decisio:l tll
purchase a document management system.
SECTION 12. INSURANCE. The Consultant shall not commence any work pursuant tll
this Agreement until all insurance required under this Section has been obtained and such insuranc.~
has been approved by the City's Risk Manager. The Consultant shall maintain and carry in full f(lm~
during the term of this Agreement and throughout the duration of this project the follo" inl.~
msurance:
1. Consultant Professional Liability in the amount of $300,000.00 per occurrence vritll
a deductible not to exceed $25,000 per occurrence. For a claims made policy, th~
Consultant agrees to carry four (4) years tail coverage after work is completed, O'
maintain a comparable policy for four (4) years, provided that such comparabk
policy shall include coverage for prior acts effective from the date of execution of th,,:
Agreement. A certified copy of the Consultant's (and any subconsultants') Insurancl:
Policy must be filed and approved by the Risk Manager prior to commencement.
2. Workers Compensation & Employers Liability as required per Florida statutes.
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3. Thirty (30) days written notice of cancellation or substantial modification in th.~
insurance coverage must be given to the City by the Consultant and his insuranc .~
company.
4. The insurance must be furnished by insurance companies authorized to do busines;
in the State of Florida and approved by the City's Risk Manager.
5. Original certificates of insurance for the above coverages must be submitted to th .~
City's Risk Manager for approval prior to any work commencing. These certificlte;
will be kept on file in the office of the Risk Manager. Upon each anniversar:I c r
expiration of the policy, a new certification and policy must be presented to the Ris .~
Manager.
6. The Consultant is responsible for obtaining and submitting all insurance certific lte;
for their Consultants. All insurance policies must be issued by companies author] ze 1
to do business under the laws of the State of Florida. The companies must be rate 1
no less than "B+" as to management and not less than "Class VI" as to strength b 1
the latest edition of Best's Insurance Guide, published in the latest edition of A.N .
Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval ofth.~
City's Risk Manager.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities an 1
obligations under any portion of the Agreement, and the City shall have the right to obtain from th~
Consultant specimen copies of the insurance policies in the event that submitted certificates (f
insurance are inadequate to ascertain compliance with required coverages.
All of Consultant's certificates, above, shall contain endorsements providing that written notice ~ha I
be given to the City at least thirty (30) days prior to termination, cancellation or reduction i 1
coverage in the policy.
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Unless directed by the City otherwise, the Consultant shall not commence any services pursuant t)
this Agreement until the City has received and approved, in writing, certificates of insunnc.~
showing that these requirements (in their entirety) have been met and provided for.
SECTION 13. SERVICES NOT PROVIDED FOR. No claim for services provided b 1
Consultant not specifically provided for in this Agreement will be honored by the City, excert a;;
referenced in Section 3, Changes in Scope of Services.
SECTION 14. ENTIRE AGREEMENT. It is understood and agreed that this Agreemen',
including exhibits and references, is the entire Agreement between the parties and supersede:; a I
prior oral agreements and negotiations between the parties relating to the subject matter hereo f.
SECTION 15. REQUIREMENT OF A WRITING. Any alterations, amendment~,
deletions, or waivers of this provision of this Agreement shall be valid only when reduced to writin.~
and duly signed by the parties.
SECTION 16. REPRESENTATIVES OF CITY AND CONSULTANT. (a) It i;
recognized that questions in the day-to-day conduct of performance pursuant to this Agreement. .,vi: I
arise. The City, upon request by the Consultant, shall designate in writing and shall ad'iis~
Consultant in writing of one or more City employees to whom all communications pertaining to th .~
day-to-day conduct of the Agreement shall be addressed. The designated representative shall bav.~
the authority to transmit instructions, receive information, and interpret and define City's policy an I
decisions pertinent to the work covered by the Agreement. (b) Consultant shall, at all times durin.~
the normal work week, designate or appoint one or more representatives of Consultant who ar.~
authorized to act on behalf of Consultant regarding all matters involving the conduct of th~
performance pursuant to this Agreement and shall keep the City continually advised of suc: 1
designation.
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SECTION 17. NOTICES. Whenever either party desires, or is required hereby, to giv.~
notice unto the other, notice shall be sent by U.S. Mail (certified, return receipt requested), or sha:l
be hand-delivered to:
TO CONSULTANT:
Julie Gable
709 E. Willow Grove Avenue
Wyndmoor, PA 19038-7905
TO CITY:
Office of The City Manager
Attn: Jose Garcia-Pedrosa, City Manager
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7010
WITH COPIES TO:
Office of the City Attorney
Attn: Murray H. Dubbin, City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
The person to receive notice, as set forth above, may be changed by the applicable party b: r
providing notice to the other party, of such change in designation in the same manner as speci:led
in this paragraph for other notices.
SECTION 18. TERMINATION.
(a) The City may, by written notice to the Consultant, terminate this Agreement in whole or in pm t
either for City's convenience or because of the failure of the Consultant to fulfill its Agreerren t
obligations. Upon receipt of such notice, the Consultant shall:
(1) Immediately discontinue all services affected (unless the notice directs otherwise~,
and
(2) Deliver to the City all data, drawings, specifications, reports, estimates, summaries,
and such other information and materials as may have been accumulated by th::
Consultant in performing this Agreement, whether completed or in process.
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Such termination for convenience can only occur at the end or completion of a task or phase of th.~
project as shown on the project schedule. Termination for Consultant's failure to fulfill obligation;
can occur at any time.
(b) If the termination is for the convenience of the City, the Consultant shall be paid it;
compensation for services performed to the date of termination based on the percentage of VI or~
completed and reasonable administrative costs for termination of this contract and any subcontr: lct;
thereunder. The City shall not be obligated to pay for any services performed by Consultant afte.~
notice of termination has been given.
(c) If the termination is due to the failure of the Consultant to fulfill its Agreement obligations, th.~
City may take over the work and prosecute the same to completion by agreement or otherwise. L 1
such case, the Consultant shall be liable to the City for reasonable additional costs occasioned to th .:
City thereby. The Consultant shall not be liable for such additional costs if the failure to perfclITl
the Agreement arises out of causes beyond the control and without the fault or negligence of th .:
Consultant. In no event shall the Consultant be liable for more than the total contract sum.
(d) If, after notice of termination for failure to fulfill Agreement obligations, it is determined:ha t
Consultant has not so failed, the termination shall be deemed to have been effected for th:
convenience of the City. In such event, adjustment in the Agreement price shall be made as provided
in paragraph (1) of this clause.
(e) The rights and remedies of the City provided in this clause are in addition to any other rights an I
remedies provided by law or under this Agreement.
(f) The Consultant may, by written notice to the City, terminate this Agreement, in whole or in parl,
either for the Consultant's convenience or for failure of the City to fulfill its obligation~: til
Consultant under this Agreement. Such termination for convenience can only occur at the en,l o'
completion of a task or phase of the project as shown on the project schedule. Termination fa'
Consultant's failure to fulfill obligations can occur at any time.
SECTION 19. LIMIT OF CITY'S LIABILITY. The City desires to enter into thi.
Agreement only if in so doing the City can place a limit on the City's liability for any cause of acrim 1
for money damages due to an alleged breach by the City of this Agreement, so that its liability fa'
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any such breach never exceeds the sum of $10,000.00. Consultant hereby expresses its willingnesi
to enter into this Agreement with Consultant's recovery from the City for any damage action fo.-
breach of contract to be limited to a maximum amount of $10,000.00.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consuhan t
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in exceSi
of $10,000.00, for any action or claim for breach of contract arising out of the performance or non.
performance of any obligations imposed upon the City by this Agreement. Nothing contained in thi;
paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limita1io: l
placed upon City's liability as set forth in Section 768.28, Florida Statutes.
SECTION 20. VENUE. This Agreement shall be enforceable in Dade County, Florid~,
and if legal action is necessary by either party with respect to the enforcement of any terms an I
conditions herein, exclusive venue for the enforcement of same shall lie in Dade County.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be execute<il
by their appropriate officials, as of the date first entered above.
FOR CITY:
CITY OF MIAMI BEACH, FLORIDA
ATTEST:
City Clerk
'....
By:_~f~
FOR CONSULTANT:
ATTEST:
Secretary
B~
President
A~c-
,/
Corporate Seal
APPROVED AS TO
FORM & LANGUAGE
& FOREXECUnON
111 lt1tdF
Attorney
}~_II~iI6
'"DC.'-
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