HomeMy WebLinkAboutMO #2413MUNICIPAL ORDER NO. 2413
A MUNICIPAL ORDER AUTHORIZING AND APPROVING AN
AGREEMENT BETWEEN THE CITY OF PADUCAH AND KOA HILLS CONSULTING
FOR COMPLEX DATA CONVERSION, SYSTEMS INTEGRATION, TESTING AND
CONFIGURATION RELATED TO THE TYLER TECHNOLOGIES MUNIS
IMPLEMENTATION IN AN AMOUNT OF $95,200, AND AUTHORIZING THE MAYOR
TO EXECUTE THE AGREEMENT
WHEREAS, the City is in the process of implementing Tyler Technologies Munis
Enterprise Resources Planning software; and
WHEREAS, the City desires to engage Koa Hills Consulting for professional consulting
services related to complex data conversion, systems integration, testing and configuration for
the HR/Payroll portion of the Tyler Technologies Munis Project.
BE IT ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF
PADUCAH, KENTUCKY, AS FOLLOWS:
SECTION 1. That the City hereby authorizes and approves an Agreement with
Koa Hills Consulting in substantially the form attached hereto and made part hereof (Exhibit A),
in an amount of $95,200, for professional consulting services related the implementation of the
HR/Payroll portion of the Tyler Technologies Munis Project, and authorizes the Mayor to
execute said agreement.
SECTION 2. This agreement shall be funded through the ERP Software Project
Account Number EQ0022.
SECTION 3. This order shall be in full force and effect from and after the date of
its adoption.
Brandi Harless, May
ATTEST:
ndsay Parish, Cj)ty Clerk
Adopted by the Board of Commissioners, December 8, 2020
Recorded by Lindsay Parish, City Clerk, December 8, 2020
\MO\agree- Koa Hills Consulting — 2020
KOA HILLS CONSULTING, LLC
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the "Agreement'), is entered into as of the date and year set
forth below (the "Effective Date"), by and between The City of Paducah ("Recipient'), and
KOA HILLS CONSULTING, LLC, a Nevada limited liability company ("Service Provider").
WHEREAS, Recipient desires to engage Service Provider to provide certain consulting services to
Recipient, and Service Provider desires to perform certain consulting services for Recipient, which services
will be more fully set forth in specific Statements of Work (as defined below).
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Recipient and Service Provider agree as follows:
1. Services.
a. Recipient engages Service Provider, and Service Provider hereby accepts this engagement,
to provide certain consulting services related to the business or products of Recipient (any service performed
by Service Provider for Recipient is hereinafter referred to as, the "Services"), which Services shall each
be described and performed as more specifically set forth in each Statement of Work entered into by the
parties and attached to this Agreement, substantially in the form of Exhibit A attached hereto (each, a
"Statement of Work"), pursuant to the terms and conditions specified in this Agreement.
b. Each Statement of Work shall include the following information, if applicable: (i) a detailed
description of the Services to be performed pursuant to the Statement of Work; (ii) the date upon which the
Services will commence and the term of such Statement of Work; (iii) the fees to be paid to Service Provider
under the Statement of Work; (iv) the implementation plan, including a timetable, milestones and payment
schedules; (v) any criteria for completion of the Services; and (vi) any other terms and conditions agreed
upon by the parties in connection with the Services to be performed pursuant to such Statement of Work.
c. If Recipient desires to change the scope or performance of the Services or any Statement
of Work, it shall submit details of the requested change to Service Provider in writing. Service Provider
shall, within ten (10) business days after such request, provide a written estimate to Recipient of. (i) the
likely time required to implement the change; (ii) any necessary variations to the fees and other charges for
the Services arising from the change; (iii) the likely effect of the change on the Services; and (iv) any other
impact the change might have on the performance of this Agreement. Promptly after receipt of such
information, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order").
Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance
herewith.
2. Term; Termination. This Agreement shall commence as of the Effective Date and shall continue
thereafter until the expiration of the Term (as defined in the applicable Statement of Work), unless sooner
terminated pursuant to the terms hereof. In the event Recipient fails to remit payment for amounts of any
invoice within the thirty (30) days of receipt of Service Provider's invoice, Service Provider may suspend
performance of the Services upon written notice to Recipient until payments due are received. If any amount
remains unpaid for five (5) business days after written notice by Service Provider to Recipient of Recipients'
failure to timely pay such amounts, Service Provider may terminate this Agreement upon written notice to
Recipient. Either party shall have the right to terminate this Agreement if the other party
commits a material breach of this Agreement and fails to cure such breach within thirty (3 0) days after
receiving written notice of such breach.
3. Obligations of Service Provider; Representations and Warranties.
a. Service Provider shall: (i) before the date on which the Services are to start, obtain, and at
all times during the Term of this Agreement maintain, all material licenses and consents and comply with
all relevant state, federal and local laws, rules or regulations of any governmental entity or body
(collectively, "Laws"), applicable to the provision of the Services; and (ii) comply with, and ensure that all
employees or subcontractors, if any (together, "Personnel"), comply with, all rules, regulations and policies
of Recipient that are communicated to Service Provider in writing, including security procedures
concerning systems and data and remote access thereto, and general health and safety practices and -
procedures.
b. Service Provider is responsible for all Personnel and for the payment of their compensation,
including, if applicable, withholding of income taxes, and the payment and withholding of social security
and other payroll taxes, unemployment insurance, workers' compensation insurance payments and
disability benefits.
c. Service Provider represents and warrants to Recipient that: (i) it has full power and
authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the
execution, delivery and performance of this Agreement and all other agreements contemplated hereby have
been duly authorized; (ii) it shall perform the Services using Personnel of required skill, experience and
qualifications and in in accordance with industry standards for similar services; and (iii) it is in material
compliance with, and shall perform the Services in compliance with, all applicable Laws. Notwithstanding
anything contained herein to the contrary, Service Provider makes no representation or warranty with
respect to any Recipient data, information or materials, or any Recipient Intellectual Property Rights (as
defined herein) incorporated into or used in connection with the Services. As used in this Agreement,
"Intellectual Properly Rights") means all (a) patents, patent disclosures and inventions (whether patentable
or not), (b) trademarks, service marks, trade secrets, trade dress, trade names, logos, corporate names and
domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable
works (including, without limitation, software and computer programs), mask works, and rights in data and
databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual
property rights, in each case whether registered or unregistered and including all applications for, and
renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part
of the world.
d. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER PROVIDES
THE SERVICES AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL WARRANTIES
AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR
COMPLETENESS OF RESPONSES, OF RESULTS, OF LACK OF NEGLIGENCE OR LACK OF
WORKMANLIKE EFFORT, OF WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT,
QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON -INFRINGEMENT;
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE
QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS
WITH RECIPIENT.
4. Obligations of Recipient; Representations and Warranties.
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a. Recipient shall: (i) cooperate with Service Provider in all matters relating to the Services;
(ii) respond promptly, but in any event within five (5) business days, to any Service Provider request to
provide direction, information, approvals, authorizations or decisions that are necessary for Service
Provider to perform Services in accordance with the requirements of this Agreement; and, (iii) ensure that
information and materials provided to Service Provider are complete and accurate in all respects.
b. Recipient represents and warrants to Service Provider that: (i) it has full power and
authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the
execution, delivery and performance of this Agreement and all other agreements contemplated hereby have
been duly authorized; (ii) it is in material compliance with all applicable Laws; (iii) Recipient's is not
currently infringing and will not infringe on any Intellectual Property Right of any third party, and, as of
the date hereof, there are no pending or threatened claims, litigation or other proceedings against Recipient
by any third parry based on an alleged violation of any Intellectual PropertyRights.
5. Payment Terms.
a. In consideration of the provision of the Services by Service Provider and the rights granted
to Recipient under this Agreement, Recipient shall pay the fees set forth in the applicable Statement of
Work.
b. Where the Services are provided on a time basis: (i) the fees payable for the Services shall
be calculated in accordance with Service Provider `s hourly fee rate set forth in the applicable Statement of
Work, in minimum units of/4 hours; and (ii) Service Provider shall issue invoices to Recipient monthly in
arrears for its fees for time for the immediately preceding month, together with a description of the work
performed for each time entry.
c. Where Services are provided for a fixed price, the total fees for the Services shall be the
amount set out in the applicable Statement of Work and shall be payable to Service Provider in installments
as set out in the Statement of Work.
d. Service Provider shall issue invoices to Recipient in accordance with the terms of this
Section or any applicable Statement of Work, and Recipient shall pay all invoiced amounts due to Service
Provider within thirty (30) days after Recipient's receipt of such invoice. If fees are not paid promptly
(within 30 days of the date of invoice), a carrying charge of one and a 1/2 percent (1.5%) per month will be
assessed on the unpaid balance of the statement from the date of invoice. Payments will be accepted by
cash, check, money order, bank draft, wire transfer and ACH direct deposit into Service Provider's account.
e. Recipient shall be responsible for all sales, use and excise taxes, and any other similar
taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any
amounts payable by Recipient hereunder; provided, that, in no event shall Recipient pay or be responsible
for any taxes imposed on, or with respect to, Contactor's income, revenues, gross receipts, personnel or real
or personal property or other assets.
6. Independent Contractor. The relationship of Service Provider to Recipient is that of independent
contractor and not that of partner, member, joint venturer, employee or agent. Nothing contained in this
Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint
enterprise, employment or fiduciary relationship between the parties. This Agreement shall not be construed
to make either party the agent or legal representative of the other party for any purpose whatsoever, and
neither party is granted any right or authority to assume or create any obligations for, on
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behalf of, or in the name of the other parry. Each parry agrees that it will neither represent, nor allow
itself to be held out as an agent of, or partner or joint venturer with the other party.
7. Protection of Recipient's Confidential Information.
a. Definition of Confidential Information. As used herein, "Confidential Information" means
and includes any non-public knowledge or information relating to the business, operations and affairs of
Recipient, disclosed by Recipient to Service Provider in the course of Service Provider's engagement by
Recipient or the performance of the Services.
b. Protection of Confidential Information. In connection with this Agreement, Service
Provider may have access to Confidential Information of Recipient. Service Provider agrees that at all times
during and after Service Provider's engagement by Recipient, Service Provider will hold in trust, keep
confidential, and not disclose to any third party or make any use of the Confidential Information of
Recipient, except for the benefit of Recipient and in the course of Service Provider's performance of any
Services for Recipient. Notwithstanding the foregoing, Service Provider may disclose Confidential
Information if and to the extent that such disclosure is required by law, court order, or order from a
regulatory body having jurisdiction over either of the parties hereto, provided, however, that Service
Provider shall immediately notify Recipient of such disclosure requirement so that Recipient may seek a
protective order or other appropriate relief. This section 7 shall survive termination of this agreement.
8. Return of Properly. Upon termination of Service Provider's engagement with Recipient, (a) Service
Provider shall, upon Recipient's written request, either return or destroy, in its sole discretion, all of
Recipient's Confidential Information, and (b) Service Provider shall return to Recipient any keys,
equipment or other personal property of Recipient, to Recipient.
9. Indemnification; Limitations on Liability.
a. Each party shall defend, indemnify and hold harmless the other party andits shareholders,
officers, directors, members, managers, employees, agents, successors and permitted assigns from and
against all claims, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties,
fines, costs or expenses of whatever kind, including attorneys' fees and costs and the cost of enforcing any
right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or
resulting from any claim, suit, action or proceeding arising out of or resulting from (a) the willful, fraudulent
or grossly negligent acts or omissions of such party, or (b) a claim that such party infringes any Intellectual _
Property Right of a third parry.
b. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT OR
BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE PROVISION
OF THE SERVICES, OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT EITHER PARTY MIGHT INCUR FOR ANY
REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED
ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF EACH
PARTY TO THE OTHER UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED
TO THE AMOUNT OF THE FEES PREVIOUSLY PAID BY RECIPIENT TO SERVICE PROVIDER
HEREUNDER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL
APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY
REMEDY FAILS ITS ESSENTIAL PURPOSE.
El
10. Notices. All notices, requests, demands, claims, and other communications hereunder shall be in
writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given
(i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by
reputable overnight courier service (charges prepaid), (iii) one (1) business day after being sent to the
recipient by facsimile transmission or electronic mail, or (iv) four (4) business days after being mailed to
the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to
the intended recipient as set forth on the signature page. Any parry may change the address to which notices,
requests, demands, claims, and other communications hereunder are to be delivered by giving the other
Parties notice in the manner herein set forth.
11. Attorneys' Fees. Should either parry employ an attorney or attorneys to enforce any of the terms
and conditions hereof, the prevailing parry shall be entitled to all costs and expenses, including attorneys'
fees, expended or incurred by the suchparty.
12. Entire Agreement. This Agreement and any applicable Statement of Work are the entire
understanding of the parties, and supersedes any other agreement, whether written or oral. This Agreement
may not be amended except in writing signed by both parties.
13. Severabilitv. If a court finds any provision of this Agreement to be invalid, illegal or unenforceable,
the remainder of this Agreement shall remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that
the transactions contemplated hereby be consummated as originally contemplated to the greatest extent
possible.
14. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of
law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than those of the State of Nevada. Any legal suit, action or
proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be
instituted exclusively in the federal or state courts located in Washoe County, Nevada. Each party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and
waives any objection based on improper venue or forum non conveniens. Service of process, summons,
notice or other document by mail to such party's address set forth herein shall be effective service of process
for any suit, action or other proceeding brought in any such court.
15. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original signed copy of thisAgreement.
[signatures appear on following page]
[signature page to Independent Contractor Agreement]
Dated this day of , 2020.
KOA HILLS CONSULTING, LLC, RECIPIENT:
a Nevada limited liability company
Printed:
Title:
For Notice
Printed:
Title:
For Notice
Email:
john@koahills.com Email:
Address:
PO Box 58, Reno, Nevada 89504 Address:
Attn: John Schwartz
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EXHIBIT A
PROPOSED SCOPE OFWORK
We are proposing a Scope of Work to include:
❑ HCM Resource (9 months, 1/3 time)
Koa Hills HCM resource(s) will assist the City with the migration and testing of data as you
convert from your legacy system to Munis. The resource will take the City's part and assist
with the Conversion, Integration and Testing of Munis with the Tyler consulting team. We
will assist with Configuration as needed.
Our experts will work on modules including:
❑ Human Resources and TalentManagement
o Payroll
❑ Employee Self Service (ESS)
❑ Recruiting
❑ Risk Management
The areas of concentration will include:
❑ Conversion - Client side assistance
Modules Included
1. Human Resources
a. Certifications
b. Education
C. PM Action History
d. Position Control
e. Recruiting
2. Payroll
Accrual Balances
a. Accumulators
b. Check History
C. Deductions
d. Earnings and Deduction history
e. Standard
f. State Retirement Tables
❑ Integration - Client side assistance
o Personnel Action
o Benefits module
o Review of and integration for other stand alone systems as needed
(expanded scope may occur and require more time by either the city
or Koa Hills)
❑ Testing - Client side assistance
❑ Electronic timekeeping general assistance* - 24 Hours
Koa Hills HCM resource(s) will assist the City with discovering which electronic timekeeping
solutions are most compatible with Munis and help to guide the City through the selection
process.
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)? ofess o aI 7Ser�ices
Task Descritzon_` _
Hours Rate Cost
1 HCM/Payroll Resource - See SOW
520 175 $91,000
1 Electronic Timekeeping General Assistance - See SOW*
24 175 $4,200
Total Estimated Cost of Services
$95,200
Quotation Notes:
• The professional services hours estimated above will be billed as incurred.
• This Quote is valid for 90 Days.
• The hours listed on the quote are an estimate based on current information. If during the project
we forecast that the hours will be exceeded, the client will be notified and a change order will be —�
completed.
• * General Assistance does not include assistance with working on the solicitation process or
moderating product demonstrations. These services can be quoted separately if needed.
• All work will be performed remotely.
Please confirm your acceptance of this quote by signing below:
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Print Name