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HomeMy WebLinkAboutResolutions - 1982.11.03 - 13466MISCELLANEOUS RESOLUTION 82333 BY: FINANCE COMMITTEE, G. WILLIAM CADDELL, CHAIRPERSON IN RE: CONTRACT RENEWAL WITH SYSTEMS AND COMPUTER TECHNOLOGY, INC. TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS Miscellaneous Resolution #9060 of August 9, 1979 authorized the County to enter into a contract for the period August 16, 1979 through December 31, 1982 with the Systems and Computer Technology, Inc. for the purpose of Facilities Management of Computer Services Operations; and WHEREAS Miscellaneous Resolution 482293 of September 21, 1982 adopted the Computer Services Department 1983-1985 Master Plan; and WHEREAS Miscellaneous Resolution #82291 of September 21, 1982, the Board of Commissioners recommended entering into a three (3) year renewal contract with the Systems and Computer Technology, Inc., said contract renewable annually; and WHEREAS said contract has been developed by the Computer Services Department. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes its Chairperson to execute the attached contract agreement with the Systems and Computer Technology, Inc. Mr. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE November 4, 1982 SYSTEMS DEVELOPMENT PROGRAM AGREEMENT BETWEEN OAKLAND COUNTY, MICHIGAN AND SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (SCT) SYSTEMS DEVELOPMENT PROGRAM AGREEMENT BETWEEN OAKLAND COUNTY, MICHIGAN AND SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (SCT) This contract is made as of this day 12/28/82 , by and between Oakland County, Michigan (hereinafter referred to as "County"), and Systems (5t Computer Technology Corporation, a Pennsylvania Corporation having offices at 4 Country View Road, Great Valley Corporate Center, Malvern, Pennsylvania 19355 (hereinafter referred to as "SCT"). WHEREAS, County desires to continue the development of new systems for County agencies, and WHEREAS, County desires to purchase services to acquire technical management support, application specialist support, operations specialist support, and systems implementation specialists support, and WHEREAS, SCT has supplied such technical management support, application specialist support, and operations specialist support to the County. NOW, THEREFORE, County and SCT agree to continue their service agreement as follows: 1. UNDERTAKING SCT shall furnish technical management support and professional services and County shall purchase from SCT these services in accordance with the terms and conditions set forth in this Agreement for the Systems Development Program effort. In accordance with this understanding, SCT shall provide, within the period of this effort from January 1, 1983, through December 31, 1985, subject to budget provisions, the following services and support activities: a Technical management and support coordination for existing and budgeted Oakland County Computer Services (OCCS) activities. e Application specialist support to Courts and Law Enforcement Management Information System, Finance, Human Services, Treasurer, Land Records, Courts, and Special Projects as required by the amended Computer Services Master Plan. • Operations consulting support as needed to continue to make operating improvements in hardware, technical support, quality assurance, and computer operations. • Any other projects defined by Computer Services Director. As part of the initial Computer Center Improvement Program, a Computer Services Master Plan (CSMP) for the period beginning August 16, 1979, was developed, This Plan has been updated and a new systems development program subsequently approved by the Computer Users Advisory Committee on June 22, 1982. The program item priorities shall be reviewed by the County and SCT from time to time during this Agreement The OCCS will perform against the new Systems Development priorities such work as can be provided subject to the budget and estimated staffing levels contained herein. The County and SCT shall mutually -2- agree upon that level of effort and those program identified in the CSMP which can be provided based upon the available funding. SCT shall provide technical management expertise and technical specialists to manage and work with County personnel in performing the agreed upon tasks under this contract. A. New Systems Development The Computer Services Master Plan, dated July 1979, and subsequently amended, provides for a comprehensive new system development activity involving initial development of new multi-user integrated systems, completion of additional phases of current systems, and new capabilities provided through enhancement to existing systems. A summary by area of some of these developments include the following: • Law Enforcement - CLEM'S Phase IT enhancements including property registration, MO search, arson, nail Management, crime analysis, and Computer-aided dispatch, etc.; • Courts - System support in the areas of District Court, Probate System, Juvenile Court, PROMIS enhancements, etc.; • Financial - Fixed Assets, Purchasing, Labor Distribution, Personnel, Payroll, Financial Accounting, Enhancements, etc.; • Treasurer - Animal Licenses, Accounts Receivable, Road Commission, Special Assessments, etc.; • Physical Development - Land Records enhancements, Master Appraisal upgrade, Property Tax Accounts Receivable, etc.; • Human Services - Health System enhancements; and • Special Projects - Research and statistics, Computer Graphics, Job Accounting/Billing enhancements, etc. -3- The final priority determination for new systems development activities ? manpower allocations, and resulting schedules is to be determined by the County through the Computer Users Advisory Committee (CUAC); the County Executive, and the Finance Committee of the Board of Commissioners. B. Technical Mana<rement and Supnort Coordination The Computer Services Master Plan presents a new organization structure for Computer Services. The County desires to implement the new organization structure in accordance with the plan to provide the necessary management and support of OCCS. These activities include: * Overall technical direction of Master Plan specified OCCS activities; - 0 Implementation of new organization structure; Management of implementation effort of the new Systems Development Program; -G Training and staff upgrading of OCCS personnel; Recruiting and staffing of all OCCS positions; and O Technical assistance to the C omp ute r: Users Advisory Committee, C. Co.mouter Operations Specialist Support The County desires continued support in the establishment of computer opera- tions improvements as required to maintain a stabilized and improved operat- ing environment. The support to OCCS is desired in the following areas: O Continued improvement in Quality Assurance controls, procedures, and staff; • Implementation of required computer hardware and software improve- . ments; -4- O improvement of :espouse time and computer * Technical assessments; and * Computer operations projects defined by the Director of Computer • services for cost effective and/or reliable operation of the center_ • SCOPE OF SERVICES SOT shall provide technical management support, new systems development sup- . port and computer operation support subject to approved expenditure levels, and for the scope of activities defined in the Computer Services Master Plan, July, 1979, as amended. SOT shall provide technical. management personnel, application specialists personnel; and operations support personnel, subject to approved bud- gets (Table I). A. SCT Technical Mana7emc.,.nt Suobort SCT shall provide a technical management team to work with the Director of Computer Services on the following activities: (a) overall technical direction of Master Plan specified OCCS activities; (b) guidance to County management personnel relating to all aspects of County computing including personnel. • systems, systems software, and equipment; (c) implement the required new organization structure defined in the Computer Services Master Plan; (d) responsible for the implementation of the New Systems Development program as defined in Section I, Page 3 of this Agreement; (e) immediately assist the County in staffing OCCS positions; (f) training and staff upgrading of OCCS personnel; and (g) with the Computer Services Department Director, provide technical assistance to the CUAC committee and members. The Computer Services technical management team, composed of SOT and County employees, will immediately be responsible for all day-to-day activities -5- of OCCS. The activities include new systems development, operation, main- tenance and enhancement of current systems, user coordination, technical support activities, computer operations, quality assurance, and data entry. B. Lp_fication Specialists SOT shall provide applications specialist personnel with expertise in local government systems to perform the following activities: (a) assist County users in defining the required Input and Output specifications for all new or enhanced systems, (b) manage the implementation of agreed upon new systems and implementation of agreed upon enhancements and improvements to exist- ing- systems; (c) -liaison with users and their representatives for operational production activities; (d) coordination of system requirements and user prior- ities for input to the Computer Services Plan; and (e) conducting user training seminars in application systems. The application specialists and the Manager of User Services shall become the point of contact between-users and the computer center. The application specialist shall review, with users, all current production requests and required delivery schedules, assist in user data collection scheduling, and monitor, with users, all delivery of current system outputs. The application specialist shall also review all service requests, review for alternate methods of accom- plishment, and applicability of data processing. The application specialist shall assist in specifying and scheduling non-standard operating requests. The application specialists, in conjunction with systems and programming personnel, will be responsible for implementation of those agreed upon activ- ities of the New Systems Development Program as described in CS7yIP and which can be implemented within approved expenditure levels. The application specialists will work with users to identify the detail requirements for all New Systems Development Program activities. With the user's participation, the application specialist will recommend to CUAC the most effective method for the provision of new capabilities. The application specialists will evaluate the following alternate methods for implementation: .-* Modification and enhancement to existing systems, procedures, con- trols, and documentation. New systems development of required system capabilities, * Installation of a system operational in other counties, and Modifica- tions and enhancements to the system including procedures, controls, and documentation. The application specialists and•Manag-er, User Services will continue to monitor usage of existing computer applications including on-line program, disk storage and terminal usage, and recommend more effective utilization, C. Operations Suboort . SCT shall provide operations support consulting in response to reasonable requests for assistance by the Director of Computer Services. ffl COSTS AND BUDGET This is a time and materials reimbursable agreement for professional services of $1,878,000 and associated expenses of up to $76,000 for a .total not to exceed contract of $1,954,000. Oakland County agrees to pay SCT a total amount not to exceed $1,954,000 for the professional services described in Section II, Scope of -7- Services, under this contract; subject to delivery, review, and approval by the . Department Director and the County Executive. A. Personnel The personnel costs by personnel category, for the duration of this Agree- ment, are shown in Table I. Those costs reflect the use of SCT's long-term personnel rates. The SOT personnel costs and budget for SCT technical management support, application specialist, operations support consultants and SOT general management staff and resource pool services are subject to the agreed budgetary levels specified by CUAC. The actual level of budget, staffing or functions to be provided may be modified based on necessary adjust-, ments to the Master Plan, not foreseen within the scope of this Agreement, required to achieve County objectives. The County may substitute an existing County employee for a proposed SOT employee, if both parties agree that a qualified County employee can fulfill the requirements. Such substitution may occur prior to SOT in-residence staff being identified and starting work, or when a vacancy exists or is created thereafter. SOT personnel team shall be composed of two categories: 0 In-residence full time staff, and 0 Non-resident specialists required for specific tasks. A majority of the members of SOT team for Oakland County Computer Center shall be in-residence full time staff, Use of non-resident staff shall be subject to the approval of computer center director. -8- In the event SOT notifies the County that the total personnel cost will be exceeded, the County may either approve such increased amount or allow SOT to adjust the scope of services to bring same in line with the remaining personnel cost/budget. B. Reimbursable (Expense) Costs Reimbursement for SOT's other out -of-pocket costs, included in Table I, shall be limited to relocation and reasonable and necessary travel for in-resident staff and actual travel, subsistence, and related expenditures incurred by non-resident SOT personnel and management assigned to Oakland County project, subject to prior approval of the Director of Computer Services. The costs specified in Table I are estimates and may not be exceeded without prior approval of the County. In the event additional incurred travel and per diem expenses are not approved by the County, SOT may adjust the scope of professional services to bring same in line with the remaining travel and per diem expense budget. The Department Director, with SCT approval, may reallocate the personnel and reimbursable costs within the scope of this Agreement. C. Staffing Change Oakland County reserves the right to require staffing substitutes by SOT should a problem arise that in the opinion of Oakland County warrants a change in staffing. In this event, the Department Director will notify SOT in writing and request SOT to submit resumes of one or more substitute staff members for approval by the County of the proposed replacement. -9- D. A7D1ic3tion Software. Upon determination of its needs, Oakland County may elect to install "proto- type" systems from SCT's Library of Proprietary Systems. At that time, Table I will be modified to reflect the County's decision and the associated costs of license fees. The costs for non-proprietary systems, if any, shall not have associated costs of license fees. -10- TABLE SOT COSTS FOR TECHNICAL ASSISTANCE ON THE NEW SYSTEMS DEVELOPMENT PROGRAM • 1/1/83 TO 12/31/85 (000's OMITTED) 1083 1984 1985 TOTAL P ersonn el . 590 625 . 663 1878 Expenses 24 25 26 76 (Estimated) - TOTAL 614 650 690 1954 IV. PAYMENT TERMS This section addresses the payment terms provided to Oakland County associated with all SCT personnel and travel costs identified in Section III, Table I of this Agreement. SCT shall not be reimbursed for an amount in excess of the costs shown in Table I of this Agreement, unless additional costs are authorized in writing. Payments will be made by Oakland County on the basis, and within 30 days, of the submission of a detailed monthly invoice in four (4) copies to the department Director signed by KT. The County shall require approval of SOT monthly invoices by County Executive and the Department Director prior to payment. The invoices shall be determined by the actual personnel costs incurred during the month using SCT's long term personnel rates and actual expenses incurred. V. STANDARD TERMS AND CONDITIONS A. Term 1. Subject to the conditions provided hereinafter, this Agreement shall commence on January I, 1983, and shall conclude on December 31, 1985, subject to annual renewal for years 1984 and 1985, 2. In the event that Oakland County Board of Commissioners adopt a budget for any fiscal year after 1983 which is less than amount specified in Table I for such year, then SCT shall have the right to either reduce its level of service in a manner mutually agreeable or cancel this Agreement. Client shall advise SCT as to the amount of its budget authorization for this Agrement not less than 30 days prior to the commencement of each fiscal year. Upon such notification advise by Client of its election pro- -12- - vided in this paragraph to SCT, SCT shall advise client of its decision within 30 days thereafter. 3. Upon completion of the term of this Agreement, it shall automatically be renewed for successive one year!terms until either party gives the other written notice to the contrary r.it-later than 30 days prior to the end of the inital term and each successive one year term, as the case may be. B. Personnel Employment 1. in the event that any employee cif the County assigned to SCT pursuant to this Agreement is considered untcceptable by SCT, SCT shall be responsible to provide the Count tv with documentation as specified by the County merit system. Upon receipt of such documentation, the County will be responsible to take action consistent with the County merit system and this agreement. 2. SCT personnel are employees of 'SCT and are not the employees, agents or servants of the County of Oak!arid. C. Services Provided by the County I 1 I The County agrees to provide the folldwing facilities, equipment, services, supplies, and programs without chargelto SCT during the term of this Agreement. , I. - The necessary and reasonable fl or and office space for both SCT and I - County data processing personnel, associated computer equipment and iapplication specialists, systems l evelopment, and operations 1 personnel. The County reservds the right to substitute for the aforementioned floor and office space an equal amount of square I . footage. 2. The County shed] maintain the current security and janitorial services for the said offices and facility space. 3. All-comr,-,,ute,r programs and documentation used to process work for use rs immediately prior to the date of this Agreement. 4. Available parking spaces on the same basis as the County's employees. 5. The necessary computer equipment and supplies within existing budget levels. 6. Existing general office equipment such as desks, chairs; files, type-. writers, and supplies, plus any additional such equipment reasonably required to accommodate SCT personnel in the performance of this Agreem ent. 7. Telephone service within . the County standards. 8. Fire protection equipment to protect against the destruction of com- puting equipmen.t and computer data stored on-site. 9. Storage in a building not necessarily attached to County's computer center for historical files and backup materials with which to rebuild data files in the event working files are destroyed because of natural disaster, fire, riots or'ether such crises. -14- SOT agrees that it shall return to the County ell equipment and vacate all space provided herein to it by the County at the expiration or termination of this Agreement in as good condition as when received, normal wear and tear excepted. D. Contracts Administrator The Director of Computer Services shall have responsibility as Contracts Administrator of the SOT Contract. The Contracts Administrator shall be delegated the duty and responsibility of maintaining liaison with SOT m.F.i.nage- rnent and overseeing the successful and harmonious completion of this Agree- ment. E.- Inspection of Records and Status 17 Qoortinp.: Notwithstanding any other provision of this Agreement, SOT agi-ees to provide to the County and to such third parties as specified by the County and are required by law, access to all records in its possession pertaining to SOT personnel and expense costs relative to this Agreement. SCT shall submit a succinct monthly work status report in writing to the Contracts Administrator: 1. Describing process in the month under review. 2. Comparing actual progress in carrying out the task schedule to approved plans; and 3. Identifying actual or potential problems in completing the work program, assisting their probable impact, and recommending .solutions. -15- F. Conflict of Interest SCT agrees that it and its existing management and staff members have not interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance under this contract. SCT further covenants that in performance of this contract, no person having any such interest shall be employed during the duration of this contract. SOT agrees that it has no financial interest or any other interest in any hardware vendor, nor does any hardware vendor have any financial interest or other interest in SOT, G. Proorietar - System Considerations The County shall retain title and interest in r'11 systems operating and/or under development by the County prior to this Agreement. It is agreed that, subject to confidentiality restrictions, SOT shr ,11 have use of all County owned programs and associated documentation necessary to service the County during the term of this Agreement. Upon the expiration or earlier termination of this Agreement, SOT agrees to deliver to the County n11. County owned programs and related documentation, as well as all soecifications, orofrrams and documentation developed by SOT . • - for the County's use and fully paid for by the County. SOT agrees not•to market or otherwise make available, Oakland County application software or specifications to third parties, without prior written approval of the County. SCT shall retain the entire right, title, and interest in any and pli "prototype" systems specifications and/or programs furnished to the County. -16- The use of proprietary systems developed or purchased pursuant to this Agree- ment by the County is limited to supporting the system processes of OCCS users only. The County agrees not to market or otherwise make available such proprietary systems or specifications to third parties. If the County or an OCOS user contracts with any person, firm, corporation, or institution for any computer equipment or services relating to such systems, such contract- ing agent shnll be required to undertake in writing not to use, market, sell or otherwise disclose information concerning the systems as would enable any person, firm, corporation or institution to develop, duplicate, or otherwise utilize the systems or specifications furnished by SOT. H. Confidentiality and Security 1. SCT shnll treat all County data as confidential and proprietary. SOT further agrees to abide by all federal and state laws requiring confidc ,n- tiality of records. 2. SCT shnli establish and maintain reasonable safeguards against the destruc- tion or loss of County data and equipment in the possession of SOT. 3, All SOT personnel assigned will be subject to the same security checks and procedures as County employees working in the computer center. L Force Majeure If SCT is prevented from performing any task hereunder in whole or in part as a result of an Act of God, war, civil disturbance, or other cause beyond its -17- control, such performance shall not be a ground for termination or de fault or for other liability to the County for any non-performance. J. Termination If, through any cause, SCT shall fail to fulfill in timely and proper manner its obligations under this contract, or if SCT shall violate any of the covenants, agreements, or stipulations of this contract, Oakland County shall thereupon have the right to terminate this contract by giving 30 days written notice to SCT of such termination and specifying the future effective date thereof. In the event of termination, all property and finished or unfinished documents, data, studies, and reports prepared by SCT under this contract shall become the County's property, except as stated under "Proprietary System Considera- ' tions" and SCT shall be entitled to compensation for any unreimbursed time and/or expenses necessarily incurred in performance of the contract to date. K. Phase-Over Plan In the event of termination of this Agreement, SCT will submit, prior to December 31, 1983, a phase-over plan for returning responsibility to the County for the effort being performed hereunder. This phase-over plans shall include the delivery by SCT to the County of all materials gencra..ted during performance of the effort being terminated. implementation of such phase- over plan shall commence immediately and shall be comIpleted on or before the termination date. -18- L. Insurance County shall carry, at its expense, all necessary insurance coverage on all its buildings, computer hardware, equipment and supplies used or under the control of SOT in its performance under this Agreement and shall carry general liability insurance covering SCI's occupancy and control of the premises. The insurance coverage shall be in an amount to cover the full replacement value of the property insured and the general liability coverage shall be not less than $1,000,000. M.. Liabilities and Remedies Limitations SOT is liable under this Agreement to replace, repair, reconstruct or redevelop any service, system, or program furnished by, provided to, or used by SOT pursuant to this Agreement which is destroyed, lest, damaged, or injured as a result of the sole failure by SOT, its agents, servants or employees to exercise reasonable care in the performance of this Agreement. The County shall be responsible for providing back-up to its own systems, programs, and input supplies to SOT pursuant to this Agreement. SOT agrees to indemnify and hold the County harmless from any and all claims, damages or causes of action arising from the negligence of SOT, its agents or employees in no event will SOT be liable for damages arising from its performance or non-performance caused by the County's negligence or failure to perform. -19- N. Entire E.,em ent It is expressly agreed that this Agreement embodies the entire ag -reernent of the parties in relation to the subject-matter hereof, and that no other agree- ment or understanding, verbal or otherwise, relative to the subject-matter hereof exists between the parties at the time of the execution hereof. 0. 'Discrimination SCT agrees that no person shall be excluded from employment in the per- _ formance of this Agreement on the grounds of race, creed, color, sex, age, or national origin. This provision shall include, but not be limited to, the follow- ing: employment upgrading, demotion, transfer, recruitment advertising, lay- off and termination; rates of pay and other forms of compensation; and selec- tion for training, including apprenticeship. SOT agrees to comply with all federal and Michigan state laws relating to equal employment opportunity rights. P. Amendments It is expressly understood and agreed by SOT and the County that any and an amendments to this Agreement shall be in writing and require approval of the County and SOT or their duly authorized designees that have been so designed from time to time by both parties. Q. Successors and Assigns This Agreement and all amendments thereto shall be binding on the parties and their heirs, successors, and assigns. -20- The County agrees that SOT may pledge or assign the net sums of money due that have become due to it hereunder to any bank, lending - agency, or institu- tion as collateral security and the County agrees to recognize any such assign- ment when notice thereof from SOT is received in writing by the County, R. Information 'Release SCT agrees that all information comm. unicated to it by the County shall be received in strict confidence, and shall be used only for purposes of this Agreement; and that no such information shall be disclosed by SOT without the prior written consent of the County. - S. Notices Any notice provided for herein shall be given in writing and transmitted by personal delivery or prepaid first class registered or certified mail addressed as follows: Oakland County Computer Center 1200 North Telegraph Road Pontiac, Michigan 48053 Attention: Mr. Shan Topiwalla Systems & Computer Technology Corporation Four Country View Road Great Valley Corporate. Center Malvern, Pennsylvania 19355 Attention: Mr. Frederick A. Gross, President or to such other persons or addresses which the County or SCT may from time to time designate in writing. -21- Ar1/4.124 Systems & Comouteryiechnology Corporation T. Severebilitv If any provision of this Agreement shell be held illegal, unenforceable, or in conflict with any law governing this Agreement, the validity of the remaining portions shall not be affected thereby. U. Applicable Law This Agreement shall be construed and enforced according to the laws of the State of Michigan. V. Headi s for Convenience Only The descriptive headings in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction Of the provisions hereof. In Witness Whereof, the parties hereto have executed this agreement on the day and date first above written. Witnesses County of Oakland, A Michigan Constitutional Corporation -22- Rovemhr #8233 3 4t4 day of November )932 : Moved by Caddell supported by Fortino the resolution be adopted. Moved by Perinoff supported by Fortino the resolution be amended by deleting the word "Amended" on the title page and page one of the agreement and also on page 12, section V. (A -1) after 1985, change the period to a comma and add 'subject to annual renewal for the Years 1384 and 1985." Vote on amendment: •A sufficient majority having voted therefor, the amendment carried. Vote on resolution, as amended: AYES: Fortino, Gabler, Geary, Gosling, Hobart, Jackson, Kasper, McDonald, Moffitt, Montante, Moore, Olsen, Page, Patterson, Perinoff, Pernick, Peterson, Price, Wilcox, Aaron, Caddell, Calandro, DiGiovanni, Doyon. (24) NAYS: Lanni. (1) A sufficient majority having voted therefor, the resolution, as amended, was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) - 1, Lynn D. Allen, Clerk of the County of Oakland and having a seal, do hereby certify that -I have compared the annexed copy of Miscellaneous Resolution # 82333 adopted by the Oakland County Board of Commissioners at their meeting held on November 4, 1982 with the original record thereof now remaining in my ofNce, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony Whereof, have hrento set my hand and affixed the seal of said County at Pontiac, Michigan LYNNA, ALLEN, County Clerk/Register of this