Loading...
HomeMy WebLinkAboutContract 5548255482 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A the effective date of termination and Vendor will 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 will 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 will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and ConGdential Information. 51 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 immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. Ciry is a government entity under the laws of the State of Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public Information Act. In the event there is a request for information marked Coniidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are suff'icient 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. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Ri�ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the �nal 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 will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its ofiicers, agents, servants, Vendor Services Agreement Page 2 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its ofiicers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any ofiicers, agents, seroants, employees, contractors, or subcontractors of Vendor wi11 be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liabilitv and Indemnification. 8.1 LIMITATIONOFLIABILITY—INNOEVENTSHALL(I)EITHERPARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER AND VENDORS HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELYPRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOIINT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTYHAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BYAPPLICABLE LAW. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTSANDEMPLOYEES, FROMANDAGAINSTANYANDALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDINGALLEGED 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, 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 the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software andlor documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will 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 will 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 Vendor Services Agreement Page 3 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will 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 will 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 will 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 will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software andlor 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 andlor 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. Assignment and Subcontracting. 9.1 Assi_�nment• Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the priar written consent of City. If City grants consent to an assignment, the assignee will 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 will be 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, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must 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 Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liabiliry: $1,000,000 - Each occurrence on a combined single limit basis Vendor Services Agreement Page 4 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non-owned. (c) Warker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state warkers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accidentloccurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable ❑ N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit 10.2 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 must be claims-made, and maintained far the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. General Requirements (a) The commercial general liabiliry and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must 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. Vendor Services Agreement Page 5 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (� Certificates of Insurance evidencing that Vendor has obtained a11 required insurance will 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 will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any wark it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS, 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. Notices. Notices required pursuant to the provisions of this Agreement will 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 CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: Periscope Holdings, Inc. David English, CFO 5000 Plaza On The Lake Suite 1000 Austin, TX 78746 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. Vendor Services Agreement Page 6 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A 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 Vendar to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does 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. Governing Law / Venue. This Agreement will 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 wi11 1ie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenfarceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. Ciry and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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; epidemics ar pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controllin�. Headings and titles used in this Agreement are for reference purposes only, will 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 that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will 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 will 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. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. Vendor Services Agreement Page 7 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A 24. Warrantv 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 will 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 Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform wark under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement far violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Wark Product"). Further, City will 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 will 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 Wark Product will be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Wark 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 they have the legal authoriry 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Comuanv Name or Ownership. Vendor must 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 so may adversely impact future invoice payments. 29. No Bovcott 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 Vendor Services Agreement Page 8 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A 2271 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 veriiication 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, 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 Agreement. 30. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 31. Entiretv of A�reement. This Agreement 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. (signature page follows) Vendor Services Agreement Page 9 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: �� BV: JesusJ.Chapa(Mar31,20211L51CDT) > Name: Jay Chapa Title: Assistant City Manager Date: M a r 31, 2021 20 APPROVAL RECOMMENDED: � Reginald Zeno (Mar31, 202ll1:49 CDT) Y• Name: Reginald Zeno Title: Chief Financial Officer ATTEST: By: ���U �� 0 Name: Mary Kayser Title: City Secretary VENDOR: PERISC � � hsD��VGS, INC. �a�.i �(,is�, By• 357finRARFR5Dd7A Name: David English Title: CFO 3/30/2021 Date: 20 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: �J '�' __ Name: Cynthia Garcia Title: Chief Procurement Ofiicer APPROVED AS TO FORM AND LEGALITY: � (�.....-- By: Name: Taylor Paris Title: Assistant City Attorney I CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A Vendor Services Agreement Page 10 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A City Secretary Contract No. Click or tnp here to enter text. EXHIBIT A SCOPE OF SERVICES Overview Vendor will conduct an organizational assessment of City's procurement operations, compare to peer cities and best practices, and provide recommendations for improvements. In particular, Vendor will perform the following tasks as detailed herein. The total allotted timeframe for completion of the project is 12 weeks. ■ Task 1— Creation of Project Plan ■ Task 2— Procurement Policy and Process Review ■ Task 3— Customer Service Level Review ■ Task 4— Procurement Organizational and Staff Analysis ■ Task 5— Benchmarking Comparable Cities ■ Task 6— Process Mapping of Current State and Proposed Future State (Optional) ■ Task 7— Technology Analysis and Recommendations (Optional) ■ Task 8— Draft and final reports ■ Task 9— Revise and transmit final reports Task 1—Develop detailed project plan (2 Weeks from Start) Vendor's Duties: In conjunction with the City Project Manager, Vendor will develop a project plan with key deliverable dates. The Project Plan will be used for report updates and to ensure successful completion of the Services to be provided under the Agreement on time and within the agreed compensation. City Duties: Coordinate with Vendor personnel to create reasonable deadlines for project deliverables and completion of the project in its entirety. Deliverable: Detailed Project Plan meeting criteria described. Task 2— Procurement Policy and Process Review (3 Weeks from Start) Vendor's Duties: Vendar will conduct a high-level review of all applicable state and local policies and procedures to gain an in-depth understanding of the existing environment, to establish compliance, to identify potential impediments and inefficiencies in existing procurement policy and process, and to develop recommendations for policy and process improvements Vendor Services Agreement Page ll of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A to align with industry best practices in public procurement. The review will include the following: • Review of applicable state and local ordinances, statutes, legislation, policies, and administrative manuals; • Review of current procurement processes and procedures for: a) Identification of needs for goods and services; b) Specifications of identified needs for goods and services to be procured; c) Requisitions for purchases; d) Solicitations (sourcing methods); e) Evaluation of solicitations; � Award of solicitations; g) Contract administration; and h) Record keeping; Identify potential policy improvements in principles and ABA Model Procurement Code; Identify process efficiency opportunities a� procurement industry best practices; alignment with industry guiding well as note deviations from City Duties: City staff coordination with Vendor personnel to facilitate the gathering of information and distribution of documents. Deliverable: Summarization of review provided in Report. Task 3— Customer Service Level Review (4 Weeks from Start) Vendor's Duties: Vendor will conduct a high-level review of current customer service levels for identification of improvement opportunities for alignment with industry best practices.. This will be achieved through interviews of City personnel to determine current needs, current level of support, level of satisfaction with support, key challenges, and identification of opportunities for improvement to enhance customer service as well as to propose customer satisfaction measures. City Duties: City shall ensure identified personnel make themselves reasonably available for project interviews. Deliverable: Summarization of review provided in Report. Task 4— Procurement Organizational and Staff Analysis (6 Weeks from Start) Vendor's Duties: Vendor will conduct a high-level review and analysis of the City procurement organizational structure, operational structure, and roles and responsibilities of current staff to provide recommendations for increased effectiveness, efficiency, and alignment of roles and responsibilities in relation to support the needs of the City. Citv Duties: City shall respond to requests for information regarding the City's procurement process Professional Services Agreement Periscope Holdings, Inc. Page 12 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A and will make staff reasonably available for questions concerning roles and operations of the procurement process. Deliverable: Summarization of review provided in Report. Task 5— Benchmarking Comparable Cities (7 Weeks from Start) 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. Deliverable: Results of benchmark data and summarization of comparative information between benchmarked agencies and City provided in report. Task 6— Process Mapping of Current State and Proposed Future State (Optional) Vendor's Duties: Vendor will coordinate Mapping Sessions with City staf£ The mapping sessions will document all steps, tasks, roles, documents, data, metrics, approvals, connections and systems/technology for all identified procurement processes. The resulting deliverable from the Mapping Session will reflect the Current State of City Procurement, a GAP analysis where inefficiencies and inconsistencies lie in the Current State and a draft action plan with recommendations for a proposed Future State. Citv'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: Detailed process maps of current state and desired future state. Task 7— Technology Analysis and Recommendations (Optional) Vendor's Duties: Analysis of procurement-process related systems and use of technology, including the degree to which all are being maximized to support the existing procurement program and provide recommendations in support of the proposed processes mapping recommendations. City's Duties: Professional Services Agreement Periscope Holdings, Inc. Page 13 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A 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: Summarization of review provided in Report. Task 8— Draft Reports (9 Weeks from Start) 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 procurement systems and processes. Vendor's recommendations will be presented in short-, medium-, and long-term proposed implementation. Vendor will review City feedback and revise the report accordingly. 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 procurement organizational structure and process. Citv's Duties: City shall review and provide feedback regarding draft reports. Deliverable: Draft report shall be provided electronically in Microsoft compatible format that the City can edit and offer feedback. Task 9— Revise and transmit final reports (12 Weeks from Start) Vendor's Duties: Following receipt of final feedback, Vendar will provide City with a Final Report that details the data that was collected, observations that are being made, and changes that are being recommended to improve the City's procurement organizational structure and process. Deliverable: Final Report containing the conclusions of the entire project. The Final Report shall be provided electronically in PDF format. Professional Services Agreement Periscope Holdings, Inc. Page 14 of 15 DocuSign Envelope ID: 20F2ED6D-3E5A-4D3C-8532-BE042F5FDB9A City Secretary Contract No. Click or tnp here to enter text. EXHIBIT B PAYMENT SCHEDULE Total Project Cost: $ 59,850 Firm Fixed Fee ■ Optional Services: o Mapping Current State and Future State Recommendations: $32,400 o Technology Assessment: Estimated Range $4,000-$8,000 (dependent upon level of detail desired) The Following Fee Schedule will apply: ■ 40% upon completion of the virtual interview phases (Task 3); ■ 40% upon delivery of the draft report (Task 8); ■ 20% upon delivery of the final report (Task 9). Billing will be based on deliverable completion without City sign-off of each deliverable — billed as fixed fee. Terms for all undisputed invoicing will be due within 30 days of receipt. Acceptance of a Deliverable will occur within 10 days after receipt by City unless City notifies Vendor of a defect within such time period. In the event the Deliverable(s) provided to City do not meet requirements, Vendor shall have five (5) business days to cure such Defect. Vendor Services Agreement Page 15 of 15