HomeMy WebLinkAboutContract 33437 CITY SECRETARY
CONTRACT NO. I
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH (the "City'), a home rule
municipal corporation situated in portions of Tarrant, Denton and Wise Counties,
Texas, acting by and through Richard Zavala, its duly authorized Assistant City
Manager, and THOTH SOLUTIONS, INC. ("Consultant") a Texas corporation and
acting by and through James R. Johnson, its duly authorized Officer and Agent.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting
services for the purpose of conducting a technology assessment of the Human
Resources (HR) systems and impact of other existing mainframe systems. Attached
hereto and incorporated for all purposes incident to this Agreement is Exhibit A
describing the Scope of Work.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant
have executed this Agreement ("Effective Date") and shall continue in full force and
effect until terminated in accordance with the provisions of this Agreement or when the
City provides Consultant with written notice that Consultant has fulfilled its obligations
under this Agreement and that Consultant's services are no longer required.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $103,300.00 in
accordance with the provisions of this Agreement. Consultant shall not perform any
additional services for the City not specified by this Agreement Unless the City
requests and approves in writing the additional costs for such services. The City shall
not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for
any reason by providing the other party with 30 days written notice of
termination.
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4.2 Non-appropriation of Funds
In the event no funds or insufficient funds are appropriated by the City in
any fiscal period for any payments due hereunder, City will notify Consultant of
such occurrence and this Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the
City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds shall be been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration
Date, the City shall pay Consultant for services actually rendered as of the
effective date of termination and Consultant shall continue to provide the City
with services requested by the City and in accordance with this Agreement up
to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of interest related to Consultant's
services and proposed services with respect to the Scope of Services. In the event
that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to the City in writing.
Consultant, for itself and its officers, agents and employees, further agrees that it shall
treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after
final payment under this contract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of the
consultant involving transactions relating to this Contract. Consultant agrees that the
City shall have access during normal working hours to all necessary Consultant
facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements
hereunder a provision to the effect that the subcontractor agrees that the City shall,
until expiration of three (3) years after final payment of the subcontract, have access
to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of such subcontractor involving transactions related
to the subcontract, and further that City shall have access during normal working
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hours to all subcontractor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this
paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an
independent contractor as to all rights and privileges granted herein, and not as
agent, representative or employee of the City. Subject to and in accordance with the
conditions and provisions of this Agreement, Consultant shall have the exclusive right
to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior
shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors.
Consultant further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND
ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants
such consent, the assignee or subcontractor shall execute a written agreement with
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the City under which the assignee or subcontractor agrees to be bound by the duties
and obligations of Consultant under this Agreement.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting
policies of the following minimum coverage limits that are to be in effect prior to
commencement of any work pursuant to this Agreement:
10.1 Coverage and Limits
Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by the Consultant, its
employees, agents, representatives in the course of the providing
services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non-owned
Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas workers'
Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and
minimum policy limits for Employers' Liability of $100,000 each
accident/occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per employee
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has
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obtained all required insurance shall be delivered to the City prior to
Consultant proceeding with any work pursuant to this Agreement. All
policies shall be endorsed to name the City as an additional insured
thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agent, and volunteers in respect to the
contracted services. Any failure on the part of the City to request required
insurance documentation shall not constitute a waiver of the insurance
requirement. A minimum of thirty (30 ) days notice of cancellation or
reduction in limits of coverage shall be provided to the City. Ten (10)
days notice shall be acceptable in the event of non-payment of premium.
Such terms shall be endorsed onto Consultant's insurance policies.
Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney
at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of
such laws, ordinances, rules or regulations, Consultant shall immediately desist from
and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the
performance of Consultant's duties and obligations hereunder, it shall not discriminate
in the treatment or employment of any individual or group of individuals on any basis
prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant agrees to assume such liability
and to indemnify and defend the City and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other
party, its agents, employees, servants or representatives, (2) delivered by facsimile
with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
City of Fort Worth/IT Solutions Thoth Solutions, Inc.
1000 Throckmorton PO Box 57
Fort Worth TX 76102-6311 Allen, TX 75013
0101 l 1 PRECOP1D
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Facsimile: (817) 392-8654 Facsimile: (972) 442-7222
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and
additionally a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been
employed by the other during the term of this agreement, without the prior written
consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does
not waive or surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not
constitute a waiver of the City's or Consultant's respective right to insist upon
appropriate performance or to assert any such right on any future occasion.
17. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought on
the basis of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for
any delay or omission in performance due to force majeure or other causes beyond
their reasonable control (force majeure), including, but not limited to, compliance with
any government law, ordinance or regulation, acts of God, acts of the public enemy,
fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by
any governmental authority, transportation problems and/or any other similar causes.
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20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and
revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or exhibits hereto.
21. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Consultant, their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision
of this Agreement.
[Signature Pages Follow]
IN WISS WHE OF;the parties hereto have executed this Agreement in multiples
this ay of I , 200 .
CITY OF FORT WORTH: THOTH SOLUTIONS, INC.
By: B �C
Ri hard Zavala /a�
. John
Acting Assistant City Manager Thoth Solutions, Inc. President
ATTEST: ATTEST:
By:
City Secret By: _ l'i'lt)do
APPROVED AS TO FORM AND
LEGALITY:
By.
Assistant ity Attorney
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EXHIBIT A
STATEMENT OF WORK
The objective for this assessment will be to provide two (2) highly skilled and
dedicated technical experts to complete a current state assessment of the legacy
Human Resource and mainframe systems. TSI will provide a detailed handbook
of the systems that will allow for 1) a thorough and comprehensive
understanding of the Human Resource systems and functionality, and 2) provide
the necessary documentation of the current system in order to develop an
appropriate Human Resource Information System (HRIS) solution. The
consultant would be responsible for reviewing current systems, analyzing data
flows and preparing extensive documentation on their findings. This effort will
not exceed a period of ninety (90) days for completion. The purpose of this
handbook will be to provide more time effective troubleshooting, to assist in
establishing HR process and efficiency improvements of the current system, and
to disseminate knowledge of the overall system functionality. The following will
be addressed upon commencement of this assessment:
A. Services shall include:
1. Technical Writing:
Provide documentation in such a way as to illustrate functions
within the system and how transactions are created.
Documentation of business rules — Business rules within our
systems are complex and require in-depth analysis to determine
how the system performs calculation and delivers output. The
Human Resources systems underwent modifications without proper
documentation and have created a situation where transactions are
performed without a total understanding of the conclusions.
Documentation of these business rules will allow us to comprehend
how transactions occur within the system.
All project documentation will be stored in the final Audit Handbook
that will be turned over to the City in both hard and softcopy
formats. Throughout the duration of the assessment, project
documentation will also be stored on the City network in a shared
folder.
2. Mapping of Systems
Extensive data mapping of the systems — This includes: data flow
diagram (DFD), complete data maps that show inflows and
outflows of data including predecessors and secondary data feeds,
and Entity Relationship Diagrams (ERD). The ERD's shall
illustrate a systems relational mapping to include the interchange
of data between all scoped systems..
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3. Policies and Procedures
A written assessment of current HR policies, administrative
regulations, and practices that impact current and future systems.
This will include identifying and documenting how the business
rules align with the existing policies.
4. Complex Business Analysis
Written analysis of the overall system and how business rules drive
transactions. The deliverable analysis should include definitions of
business rules and suggestions on how those rules can be made
more efficient and effective.
5. Project Management
Project management methodology shall be applied to insure the
project scope, deliverables and milestones are met on time and
within budget. The methodology that the City follows is based on
PMI and CMM.
• Conduct planning meetings as necessary with an
administrative working group (hereafter referred to as the
"project team"), which will consist of representatives from the
HR and IT departments.
- Provide a detailed project plan describing methodology,
telephone and in-person interviews, site visits, data collection
techniques and estimated time frames for each task.
• Collect and analyze relevant data and upon completion of
the project, supply the collected data to the Human
Resources Department and IT Solutions Department.
- Communicate progress and findings to the project team on
a regular basis throughout the duration of the project.
6. Reporting
A process analysis and compliance report that will encompass the
current process framework, business events, gaps in operational
procedure, and compliance to mandates.
7. HR/IT System Process
An analysis of the HR/IT systems process, software applications
profile, the current systems, interfaces, and systems support of
business processes.
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B. BACKGROUND
The City of Fort Worth currently uses Genesys and other legacy systems as a Human
Resources Information System (HRIS). The systems were implemented during the past
twenty (20) years and are outdated. They are limited in their expansion and ability to
meet the City's current needs. These systems are costly to maintain and require
substantial amounts of staff time and constant monitoring. Areas of concern are:
• Inaccuracies in calculation of leave accruals;
• Limited expandability to change/add earnings and deductions;
• Inability to retain history for a set period of time on key employment data (Rate of pay,
anniversary date, and job title information);
• Security access to payroll and personnel data; and
• System processes and changes that are undocumented.
Management data available from these systems is extremely limited. These systems
include the functions of payroll processing, leave tracking, accrual, employee pay
deductions, benefits administration, position control, employee classification tracking
and compensation information. The systems require an estimated 4000 hours
(annually) of programming time to extract data. This handicaps City management's
ability to make cost-effective business decisions.
C. Milestone Payments
Payments to TSI will be made every two weeks based on the following milestones
during the 90 day engagement. A sign off on the deliverables by the project owner will
be required before payment is issued.
Milestone 1 Requirements Documentation Project Plan 16.66% $17,216.66
Milestone 2 Customer Sign-off on Deliverables 16.66% $17,216.66
Milestone 3 Deliverable 1 16.66% $17,216.66
Milestone 4 Deliverable 2 16.66% $17,216.66
Milestone 5 Documentation of Business Rules and Process 16.66% $17,216.66
Flows Data Map Documentation
Milestone 6 Project Close Out 16.66% $17,216.66
Total Cost of Project 100% $103,300
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/31/2006
DATE: Tuesday, January 31, 2006
LOG NAME: 13P05-0219 REFERENCE NO.: **P-10304
SUBJECT:
Authorize a Purchase Agreement with Thoth Solutions, Inc., for Professional Services to Document
Human Resources Information Systems for the Human Resources Department
RECOMMENDATION:
It is recommended that the City Council authorize a purchase agreement for professional services to
document Human Resources Information Systems with Thoth Solutions, Inc., for Human Resources at a
cost not to exceed $103,300.00.
DISCUSSION:
In August 2005, the City of Fort Worth issued a Request for Proposal (RFP) for a Consultant to document
Human Resources Information Systems for the Human Resources Department. The purpose of the
proposal is to conduct a technology assessment of the Human Resources (HR) systems and impact of
other existing mainframe systems. The study is to acquire a thorough and comprehensive assessment of
the HR systems and functions. This project will provide the background for a needs assessment of HR
technology and give a complete picture of the current status.
Three vendors responded to the RFP. Vendors with responses included: CDG, Thoth and Empower. A
team of City employees evaluated the proposals, including Information Technology Solutions and Human
Resources personnel. The criteria used to determine the best value for city was:
1) Overall quality of work plan submitted
2) Ability in addressing the project objective
3) Experience on similar projects
4) Reasonableness of cost
5) Experience with public agencies
6) Credentials of staff to be assigned to the project
7) M/WBE
After evaluation it was determined that the proposal from Thoth Solutions, Inc., would provide the best
solution for the city.
BID ADVERTISEMENT — The RFP was advertised in the Commercial Recorder on August 10 and August
17, 2005.
M/WBE - Thoth Solutions, Inc., is in compliance with the City's M/WBE Ordinance by committing to 10%
MM/BE participation. The City's goal for this project is 10%.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 4/20/2006
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the General Fund.
BQN\05-0219\LGS
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 539120 0141000 $103,300.00
Submitted for City Manager's Office by- Richard Zavala (Acting) (6183)
Jim Keyes (8517)
Originating Department Head: Karen Marshall (7783)
Robert Combs (8357)
Additional Information Contact: Trisha Thomason (7798)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 4/20/2006