Loading...
HomeMy WebLinkAboutContract 53493 1 2 3 4 5 6 CITY SECRETARY ' CONTRACT NO.- 5 4 3 NRECErVEp JAN LOCO iFORTWORTH, r j r CIT}'OF FORT CITYSECCETARYTN 9SbEZ �� VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and PFM Group Consulting LLC ("Vendor"), a Delaware limited liability company. City and Vendor may each be individually referred to as a"party"and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall consist of the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule;and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A, B,and C,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor shall provide an organizational assessment of and recommendations regarding the City of Fort Worth's payroll operations. The assessment shall review all aspects of the City's payroll processes and procedures,including responsibilities for payroll functions, and include a survey of other cities' processes for these functions. At the conclusion of the evaluation,Vendor shall prepare a final report of its observations and recommendations to correct deficiencies and to improve the City's payroll operations overall. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on March 1, 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option,in its sole discretion,to extend this Agreement under the same terms and conditions for up to 180 days. 3. Compensation. 3.1 Fee As full and complete compensation for the services described above and in Exhibit A,Vendor shall be paid hourly fees in accordance with the fee schedule and Project Budget, which are attached hereto as Exhibit "B" and incorporated herein for all purposes as though set forth at length. Vendor's total fee for the Initial Term of the Agreement shall not exceed Forty-Eight Thousand Nine Hundred Dollars ($48,900.00). Vendor shall not perform any additional services not identified in Exhibit A unless City requests and approves in writing the additional costs for such OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX services in advance. Vendor shall not receive payment for any travel or other expenses under this Agreement. 3.2 Structure of Payments i. The Vendor will issue an invoice following completion of each task identified in Exhibit B. Invoices shall be submitted no later than the 15th day following the completion of the task and sent to Su pli,erinvoices(ir,fortworthtexas.gov attn.:John Samford,Financial Management Services Department,Fort Worth,Texas 76102. Invoices are due and payable within 30 days of receipt. ii. Along with each invoice,the Vendor shall provide the City with documentation identifying each person who performed work on the task by name and by title and showing the number of hours worked on the task by each person. Such documentation shall generally be sufficient to substantiate invoices. If the City requires additional reasonable documentation, it shall request the same promptly after receiving the above-described information, and the Vendor shall provide such additional reasonable documentation to the extent the same is available. iii. On full and final completion of the services,Vendor shall submit a final invoice, and City shall pay any balance due within 30 days of receipt of such invoice. iv. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment,and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. V. For contested billings,the City shall make payment in full to Vendor within 60 days of the date the contested matter is resolved. If City fails to make such payment,Vendor may,after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the event of suspension of services, Vendor shall have no liability to City for delays or damages caused to City because of such suspension of services. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination,and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. Vendor Services Agreement Page 2 of 15 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees to make full disclosure, as promptly as possible, to City in writing. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees, agrees that it shall treat all information provided to it by City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City,unless disclosure is required by law or judicial or regulatory process. In the event disclosure is required by law or judicial or regulatory process,Vendor will promptly notify the City if doing so is not legally prohibited. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas, and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Riaht to Audit. Vendor agrees that City shall,until the expiration of three (3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative, or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor 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.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants, and employees on the one hand and the Vendor,its officers,agents,employees,servants,separate contractors,and subcontractors on the other hand. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co- Vendor Services Agreement Page 3 of 15 employer or a Joint employer of Vendor or any officers, agents, servants, employees, or subcontractors of Vendor. Neither Vendor nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself and of any of its officers,agents,servants,employees,or subcontractors. 8. Liabiliiy and Indemnification. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, OR SEPARATE CONTRACTORS OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTS,AND EMPLOYEES FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, OR SEPARATE CONTRACTORS OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of any Vendor-provided software and/or documentation in accordance with this Agreement,it being understood that this agreement to defend,settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,Vendor shall, at its own expense and as City's sole remedy,either: (a)procure for Vendor Services Agreement Page 4 of 15 City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible,and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d)if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability Vendor Services Agreement page 5 of 15 $100,000- Bodily Injury by accident; each accident/occurrence $100,000- Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Reguircments (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear.The term City shall include its employees, officers, officials, agents, and voluntecrs in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of termination or cancellation due to non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth,200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City Vendor Services Agreement Page 6 of 15 notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors,and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor'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 VENDOR,ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. N ti es. 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 CITE': To VENDOR: City of Fort Worth Michael Nadol,President Attn: Assistant City Manager for IT PFM Group Consulting,LLC 200 Texas Street 1735 Market Street 43'd Floor Fort Worth,TX 76102-6314 Philadelphia, PA 19103 Facsimile: (817) 392-8654 Facsimile: (215)567-4180 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for 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. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor 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 City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GoverninQ Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to 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. Vendor Services Agreement Page 7 of 15 18. Severabilityl. 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 Maieure. City and Vendor 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, 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. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and its exhibits 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 A,B,and C. 22. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts, Electronic Signatures. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. Electronically reproduced signatures transmitted by facsimile or electronic mail shall be treated as originals for all purposes hereof. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City Vendor Services Agreement Page 8 of 15 shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof, is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due,or rights of retention thereto on the part of City. 27. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party and that such binding authority has been granted by proper order,resolution,ordinance,or other authorization of the entity. This Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose name, title ,and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Chanae in Company Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change,copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact future invoice payments. 29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. 30. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor, 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. 31. Affiliate Services. Upon request of City, Vendor or an affiliate of Vendor may agree to additional services to be provided by Vendor or an affiliate of Vendor, by a separate writing, including separate scope and compensation, between City and Vendor or its respective affiliate. For the sake of clarity, any separate agreement between City and an affiliate of Vendor shall not in any way be deemed an amendment or modification of this Agreement. 32. Information To Be Furnished To Vendor. All information,data,reports,and records in the possession of City or any third party necessary for carrying out any services to be performed under this Vendor Services Agreement Page 9 of 15 Agreement ("Data") shall be furnished to Vendor. Vendor may rely on the Data in connection with its provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy or completeness of such Data. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT W RTH: VENDOR: PFM Group Consulting LLC By: _ •-. By: -Y`'t---- '• .1�✓� Name Kevin Gu n Name: Michael Nadol Title: Assistant City Manager Title: President/Managing Director Date: )cxh�, 20� Date: _01/29 12020 APPROVAL RECOMMENDED: By: Name: ReginaVeno Title: Director Financial Mana ement Services--ATTEST: •,' Name: ary Kai Title: City Secretary 'v CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. By: Name: John Samford Title: Assistant Director Financial Management Services APPROVED AST O D LEGALITY: By: _ Name: DenisTnAtCity Iroy Title: Assist A ey CONTRACT AUTHORIZATION: M&C: NA OFF";��ECORVP CITY SECRETARY Vendor Services Agreement PageF10 of 5 � ����� EXHIBT A SCOPE OF SERVICES Overview Vendor will conduct an organizational assessment of City's payroll operations, compare to peer cities and best practices, and provide recommendations for improvements. In particular, Vendor will perform the following tasks as detailed herein: ■ Task 1 —Develop detailed project plan ■ Task 2—Project kick-off ■ Task 3 —Project interviews with key stakeholders ■ Task 4—Benchmarking survey design and administration ■ Task 5—City data collection and analysis ■ Task 6—Develop and communicate high level findings • Task 7 —Additional research and analysis • Task 8 —Draft and final reports ■ Task 9—Revise and transmit final reports Task 1 —Develop detailed project plan Vendor's Duties: In conjunction with the project sponsor and/or project manager, complete a project plan, which will include an information request, a list of internal and external stakeholders to be interviewed, peer cities for benchmarking, a project timeline and the outline of the final report, which will contain the assessment and recommendations on improving Fort Worth Payroll Operations and contents of project deliverables. Deliverable: Detailed Project Plan meeting criteria described. Task 2—Project kick-off Vendor's Duties: Vendor will schedule and hold a project kickoff meeting with key internal and external stakeholders as identified in the project planning process. City Duties: City shall ensure identified personnel attend kickoff meeting. Deliverable: The Kick Off Meeting and a copy of the PowerPoint that will be distributed to all attendees after the meeting. Task 3—Project interviews with key stakeholders Vendor's Duties: Vendor will schedule and conduct project interviews with key internal and external stakeholders as identified in the project planning process. Vendor Services Agreement—Exhibit A Page 11 of 15 City Duties: City shall ensure identified personnel make themselves reasonably available for project interviews. Deliverable: Written summaries of the interviews conducted. Task 4—Benchmarking survey design and administration Vendor's Duties: Vendor will benchmark the organizational structure of the payroll system for the City and for at least 4 peer cities, as identified by City in planning process. Vendor will specifically analyze how functional groups are clustered; what duties, responsibilities, and number/designation of staff are involved in the process;what IT and other systems are used in the process; and what the total per-employee cost of payroll systems is. City Duties: City shall respond to requests for information regarding the City's payroll system and processes. Deliverable: Written report containing a summary of the benchmark cities and how they are similar or different from City; Diagram of each benchmark city's functional groups with their duties and responsibilities and the cty's IT programs that are used in the process; and the total cost per employee of the payroll system. Task 5—City data collection and analysis Vendor's Duties: Vendor will review the City's existing organizational and staffing structure and the interaction between the payroll function (including existing systems and processes) and other City functions (such as Treasury, HR and IT). City's Duties: City shall respond to requests for information regarding the City's payroll system and processes. Task 6—Develop and communicate high level findings Vendor's Duties: Vendor will review existing performance and operational data and conduct interviews and engage in discussion with key internal and external stakeholders regarding the data collected in Tasks 4 and 5. Vendor will develop high level findings and hold a mid-project meeting with City to communicate/discuss project findings and next steps. City's Duties City shall participate in interviews and discussions. Deliverable: Preliminary observations and recommendations Task 7—Additional research and analysis(Optional) Vendor Services Agreement—Exhibit A Page 12 of 15 Vendor's Duties: Based on the initial observations and discussions in Task 6, Vendor, in cooperation with City,will identify any additional information that is required or desired,will gather or elicit such additional information, and will review and analyze such data together with previously collected information to refine and hone observations and recommendations regarding the payroll process and systems. City's Duties: City shall cooperate in identifying additional data that is required or desired and will respond to requests for such additional information regarding the City processes. Deliverable: Updated observations and recommendations. Task 8—Draft and final reports Vendor's Duties: Vendor will prepare and provide the City for review and feedback an initial draft report detailing the data collected, observations made, and recommendations offered regarding the City's payroll systems and processes. Vendor's recommendations will include rough estimates for anticipated costs of implementing recommendations, suggestions regarding how to prioritize among recommended changes, options for how implementation might be phased across years or budgetary periods,and suggested timelines for implementation with and without phasing. Vendor will review City feedback and revise the report accordingly. Vendor will provide multiple iterations of revised draft reports if needed. Following receipt of final feedback, Vendor will provide City with a finalized report that details the data that was collected, observations that are being made, and changes that are being recommended to improve the City's payroll systems and processes. City's Duties: City shall review and provide feedback regarding draft reports. Deliverable: One or more draft reports containing the information described above as well as a finalized report. All draft reports shall be provided electronically in Microsoft or compatible format that the City can edit and mark up. The final report shall be provided electronically in PDF format along with 10 printed copies. Task 9—Revise and transmit final reports Vendor's Duties: Vendor shall make any revisions to the Reports submitted to City and shall send such revised reports to City. Vendor Services Agreement—Exhibit A Page 13 of 15 EXHIBIT B PRICE SCHEDULE PFM proposes to use the following hourly rates for work billed on the project. These are consistent with other project work for similar major cities throughout the U.S.: • Managing Director: $300/hour • Director: $275/hour • Senior Managing Consultant: $250/hour • Analyst: $225/hour • Research Assistant: $125/hour The amount of compensation to PFM for work performed under this Statement of Work will not exceed $48,900.A project budget, including estimated breakout of staff time by position, is provided below. Hours by Stan Classinem on Project Raining D&&Wdeiakd viopect Dion 0 0 2 2 0 4 S950 Project ioX Off 0 4 4 4 0 12 S3.000 Information Notm vaennews win key stakeholders 0 8 8 8 0 24 S6.000 Gathering and Benchiriafking supway desW and admistration 0 2 4 8 40 54 S8 350 Ma Is Oty data cd*chon and anel sts 0 2 4 8 20 34 SS 850 Project Findings and end corrimmicierinhiemlindings 2 4 8 8 0 22 S5 500 Recommendations Additional research and armlysts 0 2 4 8 0 14 S3 350 Dian and final reports 2 8 16 16 0 42 911400 Project Reporting Revise and transmit final report 2 4 1 6 1 8 0 1 22 1 SS 500 HOURS BY STAFF CLASSIFICATION 6 U FA To so 22H TOTAL. s PROJECT HOURS 22% Vendor Services Agreement—Exhibit B Page 14 of 15 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Michael Nadol Position: President,PFM Group Consulting LLC Signature 2. Name:Dean Kaplan Position:Managing hector Signature 3. Name: Position: Signature Name: Signature of President,PFM Group Consulting LLC Other Title:Managing Director Date: 01/29/2020 Vendor Services Agreement-Exhibit C Page 15 of 15