HomeMy WebLinkAboutContract 46952 4,,u
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City Secretary Contract No.
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FORT WORTH(h)
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City" or "Client" or "Company" or "CFW"), a Texas home-rule
municipal corporation, and GRANT THORNTON LLP ("Consultant" or "Contractor" or "GT" or "Grant
Thornton"), an Illinois limited liability partnership. City and Consultant are each individually referred to herein as
a`arty"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Statement of Work plus any amendments to the Statement of Work
3. Exhibit B—Payment Schedule
4. Exhibit C—Milestone Acceptance Form
5. Exhibit D—Network Access Agreement
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event
of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall
control. The term"Consultant"or"Contractor"shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers,
employees,agents,and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional consulting
services for design, configuration and testing of New Wellness Program, Retiree Medical Enrollment Form, and New
Election Row for Medical Plans for the PeopleSoft Human Capital Management Benefits modules currently in place for
the City. Specifically, Consultant will perform all duties outlined and described in the Statement of Work, which is
attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the
"Services." Consultant shall perform the Services in accordance with applicable professional standards. In addition,
Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and
regulations. If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement
shall control.
2. Term.
This Agreement shall commence upon the last day executed by both parties ("Effective Date") and shall
expire no later than December 31, 2015 (`Expiration Date"), unless terminated earlier in accordance with the
provisions of this Agreement or otherwise extended by the parties.
3. Compensation.
The City shall pay Consultant an amount not to exceed $41,000.00 in accordance with the provisions of
this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all
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purposes. 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. City agrees to pay all invoices of Consultant within thirty(30)days of receipt of such invoice. Consultant
may charge interest on late payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either 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.Additionally,Consultant shall have the right
to terminate this Agreement immediately or decline to perform Services if it discovers practices by the City that
Consultant deems dishonest, fi•audulent or illegal; or Consultant determines that the American Institute of
Accountants,Public Company Accounting Oversight Board,Securities and Exchange Commission, other applicable
laws,rules or professional standards restrict Consultant's ability to complete the work.
4.2 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty,
obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, the City will promptly 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 have been appropriated.
4.4 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 and expenses actually incurred up to
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. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed
documents prepared for delivery to the City (the "Deliverables") prepared under this Agreement provided,
however, that such partially competed Deliverables shall be provided "as is" without any warranty of any kind
and, provided further, Consultant shall not have any liability to the City as a result of the City's use of any
unfinished, incomplete,or draft Deliverables or work product.In the event Consultant has received access to City
information or data as a requirement to perform services hereunder, Consultant shall return all City provided data
to the City in a machine readable format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that, to the best of Consultant's
knowledge, Consultant has made full disclosure in writing of any existing or potential conflicts of interest related
to Consultant's services under this Agreement. 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.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, know-
how, concepts, techniques, ideas, processes, models, templates, tools, utilities, routines, trade secrets or
methodologies proprietary to Consultant (collectively, the "Consultant Property"). The City agrees that
Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any
rights in such Consultant Property unless the parties have executed a separate written agreement with respect
thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information
provided to it by the City ("City Information") as confidential and shall not disclose any such information to a
third party without the prior written approval of the City, unless Consultant is required to disclose the City
Information by a court order or request from a governmental,regulatory,or accounting oversight body.
5.3 Unauthorized Access. Consultant 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.
Consultant shall notify the City promptly if the security or integrity of any City information has been compromised
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or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially
reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized
means and shall fully cooperate with the City to protect such information from further unauthorized disclosure.
5.4 Use of Deliverables. The City may only use the Deliverables for its internal business purposes. The
information contained in the Deliverables prepared by Consultant in the course of providing Services under the
terms of this Agreement is for the sole use of the City in accordance with the purpose of the Agreement hereunder.
The Deliverables are not for a third party's benefit or reliance, and Consultant disclaims any contractual or other
responsibility or duty of care to others based upon the Services or Deliverables. Any Deliverables delivered by
Consultant shall be released only as redacted in accordance with law. The City agrees to protect the Deliverables
from unauthorized use and to prevent disclosure of the Deliverables to unauthorized third parties who may rely on
them. Notwithstanding the foregoing, Grant Thornton understands and acknowledges that City is a government
entity organized under the laws of the state of Texas and all documents or Records as defined herein held by City
are subject to disclosure under the Texas Public Information Act, Chapter 552 of the Texas Government Code.
Except to the extent expressly provided hereto to the contrary,no third party beneficiaries are intended under this
Agreement.
5.5 Working Pa emirs. Except for the City's original documents and original information, the documentation
developed in the course of performing the Consultant's Services (including working papers) pursuant to this
Agreement is the property of the Consultant.The Consultant will retain its own documentation in accordance with
its document retention policies, which may be amended from time to time. The Consultant will return the City's
original documents or original confidential information upon the expiration of this Agreement. Any copies of the
City's documents or information retained by Consultant shall be maintained in accordance with the confidentiality
obligations set forth in this Agreement.
6. Right to Audit.
Consultant agrees that the City shall,until the expiration of three(3)years after final payment under this
Agreement, have access to and the right to examine at reasonable times, but not more than once in any rolling
twelve (12) month period, any directly pertinent fee and expense documents and work product (collectively,
"Records")of the Consultant involving transactions relating to this Agreement at no additional cost to the City. If
necessary for the audit, 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 not less than 10 days
written notice of any intended audits. Notwithstanding the foregoing or anything in this Agreement, nothing this
Section or any audit or inspections hereunder, shall violate or cause Consultant to violate any of Consultant's
professional standards, privacy, confidentially or legal obligations and provided further, that Consultant's work
papers and other proprietary materials are excluded from such audit. City reserves the right to release any
Deliverable to an internal or external auditor who is providing services to City. City's external auditor signs an
engagement letter with the City that covers confidential information.
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 Records of such subcontractor
involving transactions related to the subcontract, and further that City shall have access during normal working
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 not less than 10 days
written notice of any 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
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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.
It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of
Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor
any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City.Consultant shall 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 or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A.LIABILITY-
The City agrees that the liability of Consultant and its present, future and former partners,principals and employees
for any claim, including but not limited to, Consultant's negligence, shall not exceed the fees it receives for the
portion of the work giving rise to such liability. In addition, the City agrees that Consultant, and its present, future
and former partners, principals, and employees shall not under any circumstances be liable for any special,
consequential,incidental or exemplary damages or loss(nor any lost profits,taxes, interest,tax penalties, savings or
business opportunity), even if Consultant was advised in advance of such potential damages. This limitation shall
not apply to the extent that it is finally determined to be the result of the Consultant's gross negligence, willful
misconduct or fraud. This paragraph shall apply to any type of claim asserted, including contract, statute, tort, or
strict liability,whether by the City or others.
Neither City, nor its present, future and former officers, directors, representatives nor employees shall under any
circumstances be liable for any special,consequential,incidental or exemplary damages or loss(nor any lost profits,
taxes,interest,tax penalties,savings or business opportunity),to Consultant, even if City was advised in advance of
such potential damages.
NOTWITHSTANDING THE FOREGOING, CONSULTANT SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL TANGIBLE PROPERTY LOSS, TANGIBLE 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 CONSULTANT,
ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER TANGIBLE PROPERTY DAMAGE
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR
CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR
OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES. Notwithstanding the foregoing, Consultant and its present and former partners, principals
and employees shall not be liable for any special, consequential, incidental, exemplary damages or loss (or
any lost profits, taxes, interest, tax penalties, savings or business opportunity) or any loss, damage, or
liability arising from the negligence or willful misconduct of the City.
C.INTELLECTUAL PROPERTY INFRINGEMENT—(i)The Consultant warrants that all Deliverables and
Consultant Property, or any part thereof, furnished hereunder, including but not limited to: programs,
documentation, software, analyses, applications, methods, ways, and processes do not infringe upon or
violate any U.S. patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property
rights or other third party proprietary rights,in the performance of services under this Agreement.
(ii)Consultant shall be liable and responsible for any and all claims made against the City for infringement of
any U.S.patent,copyright,trademark,service mark,trade secret,or other intellectual property rights by the
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use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services,or the City's continued use of the Deliverable(s)hereunder.
(iii)Consultant agrees to indemnify,defend,settle,or pay,at its own cost and expense,including the payment
of reasonable attorney's fees, any claim or action against the City for infringement of any U.S. patent,
copyright,trade mark,service mark,trade secret,or other intellectual property right arising from City's use
of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this
agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the
Deliverable(s).So long as Consultant bears the cost and expense of payment for claims or actions against the
City pursuant to this section 8, Consultant 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 the City's interest, at the City's own expense, and City agrees to cooperate with
Consultant 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 the City for infringement arising under this Agreement,
the 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, Consultant shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall
not eliminate Consultant's duty to indemnify the City under this Agreement.If the Deliverable(s),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,Consultant shall,at its own expense and option, and
as City's sole remedy,either: (a)procure for City the right to continue to use the Deliverable(s);or(b)modify
the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially
adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally
suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this
Agreement, and refund all amounts paid to Consultant by the City for such Services and Deliverables.
CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE
INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT.
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 consent to an assignment,the assignee shall execute
a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and
obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all
obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the
subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such
duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such
subcontract.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business
in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the
amount of$4,000,000.Umbrella policy shall contain a follow-form provision and shall include coverage for
personal and advertising injury.
b. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement,
including non-owned or hired vehicles,with a combined limit of$1,000,000 per occurrence.
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3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000
aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount
required by statute.
5. Technology Liability(Errors&Omissions)
a. Combined limit of$2,000,000 per occurrence;$4million aggregate
Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii)Implantation of malicious code or computer virus
(iv)Fraud,Dishonest or Intentional Acts with final adjudication language
Technology coverage may be provided through a separate policy specific to Technology E&O, Coverage
shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this
Agreement. Coverage shall be maintained for the duration of the contractual agreement and for one (1)
year following completion of services provided. An annual certificate of insurance, if requested, shall be
submitted to the City to evidence coverage.
10.2 General Insurance Requirements:
1. All applicable policies (except for professional liability) shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents,
and volunteers in respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of
the City of Fort Worth.
3. A minimum of Thirty(30)days'notice of cancellation shall be provided to the City. Ten(10)days'notice
shall be acceptable in the event of non-payment of premium. 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.
4. 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.
5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver
of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be
delivered to and approved by the City's Risk Management Division within three (3) business days
execution of this Agreement.
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 against the City fi•om 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.
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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:
City of Fort Worth With Copy to the City Attorney
Attn: Susan Alanis at same address
1000 Throckmorton
Fort Worth TX 76102
TO CONSULTANT: With Copy to
Grant Thornton LLP Grant Thornton LLP
Attn: Greg Davis Attn: RRLA
Address Line 1:9401 Indian Creek Parkway 175 W.Jackson Blvd.,20th Floor
Address Line 2:40 Corporate Woods,Suite 650 Chicago,IL 60604
Overland Park,KS 66210
14. Solicitation of Employees.
Neither the City nor Consultant 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. This provision shall not apply to an employee who responds to a general
solicitation or advertisement of employment by either party.
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. Governinu Law and 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 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 Maieure.
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
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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 and shall not be deemed a part
of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed 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.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth
in a written instrument,and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any 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.
24. Counterparts.
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.An executed
Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted
through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates
are valid and binding even if an original paper document bearing each party's original signature is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be performed on a reasonable professional efforts basis in
accordance with applicable professional 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 Consultant's option,
Consultant 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 the City to Consultant for the nonconforming services. The
warranties contained in this Agreement are in lieu of, and Consultant expressly disclaims, all other warranties,
express,implied or otherwise,including without limitation any implied warranties of merchantability or fitness for a
particular purpose.Consultant does not warrant computer hardware,software or services provided by other parties.
26. Milestone Acceptance.
Consultant shall verify the quality of each Deliverable before submitting it to the City for review and
approval.The City will review all Deliverables to determine their acceptability and signify acceptance by execution
of the Milestone Acceptance Form, which is attached hereto as Exhibit"C." If the City rejects the submission for
failure to comply with the specifications,it will notify the Consultant in writing as soon as the determination is made
listing the specific reasons for rejection.The Consultant shall have ten(10)business days to correct any deficiencies
and resubmit the corrected Deliverable. Payment to the Consultant shall not be authorized unless the City accepts
the Deliverable in writing in the form attached.The City's acceptance will not be unreasonably withheld.
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27. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or
subcontractors(for purposes of this section"Consultant Personnel"),requires access to the City's computer network
in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement
which is attached hereto as Exhibit"D"and incorporated herein for all purposes.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires
access to any federal law enforcement database or any federal criminal history record information system, including
but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III
System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), that is governed by
and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing
services for the administration of criminal justice as defined therein on behalf of the City under this Agreement,
Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall
separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. Immigration Nationality Act.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall
verify the identity and employment eligibility of all employees who perform work under this Agreement.Consultant
shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request, provide City with copies of
all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement.
Consultant shall establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Consultant shall provide City with a certification
letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately
terminate this Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2,if either City or Consultant has a claim,dispute,or
other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this
Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing
party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business
days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either
through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute,
breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to
resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit
the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable
rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for
its own expenses,including attorney's fees; however,the parties shall share equally in the costs of the mediation. If
the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all
remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to
resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party
may,before or during the exercise of the informal dispute resolution process set forth herein,apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its
interests.
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30. Reuortins!Requirements.
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child por•nograpl�y means an image of a child engaging in sexual conduct or sexual performance as defined by
Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that
performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and
includes all input,output,processing,storage,or communication facilities that are connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business, installs,repairs,
or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance
services.
If Consultant meets the definition of Computer Technician as defined herein,and while providing services pursuant
to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall
immediately report the discovery of the image to the City and to a local or state law enforcement agency or the
Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and
address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law.
Failure by Consultant to make the report required herein may result in criminal and/or civil penalties.
31. 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(s) hereto, may be
executed by any authorized representative of Consultant whose name, title and signature is affixed on the
Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by
reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
32. Electronic Communications.
During the course of the engagement, the parties may need to electronically transmit confidential
information to each other and to third-party service providers or other entities engaged by either party. Electronic
methods include telephones, cell phones, e-mail, cloud services and fax. These technologies provide a fast and
convenient way to communicate. However, all forms of electronic communication have inherent security
weaknesses, and the risk of compromised confidentiality cannot be eliminated. The City agrees to the use of
electronic methods to transmit and receive information,including confidential information.
Executed in multiples this the day of 12015.
AGREED: AGREED:
CITY OF FORT WORTH: GRANT THORNTON LLP:
By C a By: ,
Su an A) nis Greg Davis
Ass'stan C'ty Ma ager Title:Principa
Date: -o 1— — Date:
OFFICIAL RECORD
Grant Thornton LLP a ��y� Professional Services Agreement-Technology
Page 10 of 21 C IT� ����uro��� ��„��ARY ' Rev.8/13/15
City Secretary Contract No.
f OR
ATTEST: 7 S ATTEST:
V/
By: By:
Mary J.Kayser/ Name
City Secretary Title
APPROVED AS TO FORM AND LE GA
_3
Maleshia B.Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: Not required
Date Approved:
OFFICIAL Vj,j�'.COIRD
CI-1-y"S NARI'f'
, 51-ECRIE
Grant Thornton LLP F"[,WORT,1-11 TX Professional Services Agreement-Technology
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City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Our Understanding
The City utilizes PeopleSoft v9.1 to support employee benefits information collection, calculation and
administration across its departments and locations. The City seeks assistance with implementing new functionality,
features and configuration to support fall open enrollment and benefits administration.
Grant Thornton hereby agrees, with good faith and due diligence, to provide the City with professional consulting
services for design, build, configuration and testing of New Wellness Program, Retiree Medical Enrollment Form,
and New Election Row for Medical Plans for the PeopleSoft Human Capital Management Benefits modules
currently in place for the City.
Project Objectives and Scope
The Services under this Agreement include the following:
• Assess the current HCM benefits business processes and PeopleSoft application, understand future state
requirements of the new functionality, and design, configure and test the specified features. Specifically
this would include:
• Configure Application for Wellness Initiative Programs
• Add new Wellness Initiative Programs providing premium discounts for those employees
and retirees that don't smoke and pass a physical
• Retiree Medical Enrollment Process
• Create/Modify the custom enrollment form for retirees that will reflect the premium
discounts
• Evaluate and determine the feasibility of creating a NEW election record to be written out for
medical benefit plan for Open Enrollment.
• Provide advisory and support services for Benefits Administration and Open Enrollment
We estimate this work will be performed over a four to six week period, beginning August 2015. Requirements
gathering, configuration, testing and deliverable reviews will be performed onsite at the City of Fort Worth and
remotely.
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Grant Thornton's Responsibilities and Deliverables
Grant Thornton (GT) will perform the Services in accordance with American Institute of Certified Public
Accountants (AICPA) Statenients on Standards for Consulting Services. Grant Thornton is not being engaged to
perform audit or attest services under AICPA auditing or attestation standards or to provide any form of attest report
or opinion under such standards in conjunction with this engagement.
Grant Thornton shall be entitled to rely on the accuracy,completeness and reliability of all information provided by,
and on all decisions and approvals of, the City and its retained advisors, consultants or legal counsel. Grant
Thornton's work does not guarantee that errors and irregularities will not occur and it may not detect errors or
irregularities if they arise.
Grant Thornton's Responsibilities and Deliverables(both as defined herein)include the following:
Grant Thornton will be responsible for working with the City of Fort Worth project team and management to
achieve the project objectives and prepare the project deliverables. In an effort to minimize any potential conflicts
between the parties,Grant Thornton will specifically provide the following:
• Resources with expertise in PeopleSoft HCM;
• Resources with expertise in engagement delivery of PeopleSoft optimizations, upgrades and
implementations;
• Assisting with the completion of deliverables as outlined herein;
Additional Grant Thornton and City of Fort Worth(CFW)responsibilities for each project phase are outlined in the
Project Activities and Deliverables section below. Grant Thornton resources will also work with the City of Fort
Worth project team and other project resources to complete the activities and deliverables as specified below:
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Project Approach,Activities and Deliverables
A. New Wellness Programs
Approach Overview: Using PeopleSoft HCM `Benefits" functionality, the CFW Benefits team will add the two
new premiums as "simple plans" (Type lx) with a credit option for the $50. This will allow the employees and
retirees to view them in Employee Self Service (ESS) during Open Enrollment (OE). If the Wellness vendor can
accommodate immediate access functionality the criteria could be validated during the employee/retiree OE activity
• Design and Configuration(GT)
0 12- 16 hours
• Vendor Interface design,configuration,and testing(GT)
o 20—24 hours
• Technical Build
o Technical build to be completed by CFW IT Team
• Testing
o Responsibility of CFW staff
Modifications Considered:
• Configuration of new plans
• Interface from vendors to confirm/deny the employee/retiree met the necessary criteria
B. Retiree Medical Enrollment Form
Approach Overview: The existing enrollment form for retirees was identified in the original upgrade to 9.1 but the
development and deployment of the form was never completed.The form needs to be revised and the new wellness
program9s) added. A new program will be developed to meet the requirement based on the delivered enrollment
statement(BAS004)or a modified/revised/rewritten version of the COFW form(GAP—BA0008).
• Design,build and test revised SQR
o 4—8 hours—design and document(GT)
0 16—24 hours—build and unit test(CFW)
Modifications Considered:
• Modify delivered BAS004 or CFW existing custom Structured Query Reporter (SQR) to
accommodate changes to form and inclusion of the new wellness program(s). CFW will
determine the final PeopleSoft technology necessary in meeting with internal standards to deploy
the solution.
C. New Election row for medical plans—Option 1
Approach Overview (Option 1): Using PeopleSoft HCM "Benefits Administration" functionality, the CFW
Benefits team will set the OE event to"Entry Required."This will create a new row for those employees and retirees
who actively chose the same, or a new coverage for OE2016. Those employees not entering can be tracked by
Query and can be encouraged to enroll. If they continue to not enroll then a new SQR would be written to create
new 1/1/2016 row for the medical plan.
o Configuration Changes(GT)
■ 4-8 hours
o SQR design,build,and testing
o 4—8 hours—design(GT)
0 12- 16 hours—build and test(CFW)
Assumptions specific to option 4":
• Communications with employees and retirees will stress the importance of actively participating
in the 2016 Open Enrollment process
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• Modifications:
o Create an SQR to write a new 1/1/2016 row for those employees/retirees that don't participate
in OE2016. CFW will determine the final PeopleSoft technology necessary in meeting with
internal standards to deploy the solution.
D. New Election row for medical plans—Option 2
Approach Overview(Option 2): Create programming to generate new 1/1/2016 row for medical plan coverage in
accordance with CFW standards.
o Design,build,and testing
o 4-8 hours—design(GT)
0 8- 12 hours—build and test(CFW)
• Modifications:
o Create an SQR to write a new 1/1/2016 row for those employees/retirees that don't participate
in OE2016. CFW will determine the final PeopleSoft technology necessary in meeting with
internal standards to deploy the solution.
E. General Open Enrollment Advisory Services
Approach Overview: Provide functional advisory service to support benefits administration and open enrollment
setup and configuration.
Company Responsibilities and Assumptions
1. Company Responsibilities
The Company's management acknowledges that it will undertake the following responsibilities (the "Company
Responsibilities"):
• Make all management decisions and perform all management functions, including maintaining all internal
books and records.
• Designate the following individual, preferably within senior management, who possess the suitable skills,
knowledge and/or experience as project sponsor to oversee the project:Chief Technology Officer.
• Evaluate the adequacy and results of the Services,and accept responsibility for such results.
• Provide,on a timely basis,such information,decisions,approvals and assistance that are necessary to Grant
Thornton's work or that Grant Thornton reasonably requests (including third-party permissions and
licenses related to software or data).
• Provide suitable workspace,including furniture, and access to electronic and written information necessary
to perform the Services.
• Provide access to City of Fort Worth's systems (e.g. PeopleSoft) needed to perform the application
configuration.
• Ensure to the best of its ability that all information provided to Grant Thornton is complete, accurate and
current in all material respects,contains no material omissions and updated promptly and continuously.
• Assume responsibility for any delays, additional costs, or other liabilities caused by or associated with any
deficiencies in (a) discharging the Company Responsibilities, and (b) the Assumptions. Moreover, the
Company will satisfy its obligations and responsibilities under the law.
• Define and communicate business requirements to support completion of activities according to the project
timeline.
• Provide key City of Fort Worth personnel as needed by the project team, including all module areas
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currently deployed within PeopleSoft,IT and other required parties(e.g.,Business Analysts).
• Assist with finalization and approval of deliverables requiring specific City of Fort Worth input,
knowledge,or decision-making.
• Provide feedback and sign-offs for project deliverables in a timely manner.
• Provide executive sponsorship and overall project strategy,management,direction,and issue resolution.
• Provide overall project management and oversight
• Provide change management,training,communications for all project deployment needs
• Provide all technical infrastructure resource requirements—system administration,database administration,
PeopleSoft development,network support,etc.
• Provide input and participate in technical development requirements,build activities and support
• Responsible for the final Production environment(PRD)configuration and deployment
• Responsible for all testing and user acceptance
2. Project Assumptions
The Services and fees for this Agreement are based upon the following assumptions,representations or information
supplied by the Company("Assumptions").
• Project resources will be available as planned to enable the assessment to be completed according to the
project plan timeline and will have the appropriate skills to complete the tasks.
• Appropriate Client personnel will be available as required to provide necessary information and materials.
• The majority of the work will be completed on-site,however, off-site work will also be utilized for project
activities and deliverables creation.
Grant Thornton Engagement Team
Grant Thornton will assign the roles listed below to the engagement. While GT will attempt to fulfill requests for
specific individuals,GT may need to add or re-assign personnel. GT will inform Company of such changes within a
reasonable amount of time. Notwithstanding, any employee or subcontractor of GT's who, in the City's opinion is
unacceptable or fails to perform to the City's satisfaction, shall be removed from the project by GT upon written
request of Company and replaced with personnel acceptable to Company.
• Engagement Executive
• PeopleSoft Functional Lead and Subject Matter Expert
Client Engagement Team
The City of Fort Worth will assign the roles listed below to the engagement. Each role may consist of one or more
client team members to support the tasks and activities outlined within
• Executive Sponsor
• Project Manager
• Benefits Administration Lead
• HRIS Lead
• PeopleSoft Technical Developer(s)
• PeopleSoft System Administrator
Project Arrangements Summary
Role Estimated Hours Total Fees
PeopleSoft Functional 190 $34,200
Application Specialist
Estimated Fees and Expenses $6,800
Total 190 $41,000
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EXHIBIT B
PAYMENT SCHEDULE
Standard Billing
This engagement will be undertaken as time and materials,estimated not to exceed$41,000,inclusive of out-of-
pocket expenses for the Services set forth in this Agreement.GT's billings, which are payable within 30 days of
receipt,will be rendered monthly.
If it appears that the estimated fee will be exceeded,GT will bring this to Company's attention and will not exceed
this amount without Company's prior knowledge and approval.
If GT's work is delayed because the Company is unable to adequately prepare information on a timely basis or
because of any unforeseen event reasonably beyond GT's control,GT will inform Company of the additional costs
incurred due to rescheduling of the work.
The fees quoted above represent a discount from our standard rates for this type of work. This discount takes into
consideration GT's anticipation of a long-term relationship.
At Grant Thornton,we pride ourselves on our ability to provide outstanding service and meeting our clients'
deadlines.To help accomplish this goal,we work hard to have the right professionals available. This involves
complex scheduling models to balance the needs of our clients and the utilization of our people,particularly during
peak periods of the year.Last minute client requested scheduling changes result in costly downtime due to our
inability to make alternate arrangements for our staff.
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EXHIBIT C
MILESTONE/DELIVERABLE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments,including penalties:
Approved Payment Amount:
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EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively the
"Network").Contractor wishes to access the City's network in order to provide professional consulting services for
the PeopleSoft Human Capital Management Benefits module modifications. In order to provide the necessary
support,Contractor needs access to the City's Internet,Intranet and PeopleSoft Application.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for
the sole purpose of providing professional consulting services for PeopleSoft HCM Benefits module modifications
for Open Enrollment. Such access is granted subject to the terms and conditions forth in this Agreement and
applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use
Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this
Agreement for all purposes herein and are available upon request.
3. Network Credentials.The City will provide Contractor with Network Credentials consisting of user IDs
and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will
automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of
completing services for the City pursuant to a separate contract,then this Agreement will expire at the completion
of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement
will be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
X Services are being provided in accordance with the Agreement to which this Access Agreement is
attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter,this Agreement may be renewed annually if
the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide
the City with a current list of officers, agents, servants, employees or representatives that require Network
credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network
and/or termination of this Agreement.
5. Network Restrictions. Contractor officers,agents,servants,employees or representatives may not share
the City-assigned user IDs and passwords.Contractor acknowledges,agrees and hereby gives its authorization to the
City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this
Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement
and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall
be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data,terminate the
Agreement,and pursue any other remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall include
all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for
specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the
following City requirements and restrictions regarding access to the City's Network:
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(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel,
and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited fi•om connecting personally-owned
computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to
utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any Deliverable created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding public
information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City
computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no
longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this
Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination
of this Agreement,Contractor agrees to remove entirely any client or communications software provided by the City
fi•om all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or
representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted
security practices to protect the Network credentials and access methods provided by the City from unauthorized
disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach
which could compromise the integrity of the City's Network,including but not limited to,theft of Contractor-owned
equipment that contains City-provided access software, termination or resignation of officers, agents, servants,
employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of
Network credentials.
ACCEPTED AND AGREED:
CITY OFFORT WORTH:
GRANT THORNTON LLP:
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M&C: none required
OFFICIAL RECORD
Grant Thornton LLP 'm` ff Professional Services Agreement-Technology" SE ] „ A�Page 20 of 21 Rev.8/13/15
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Grant Thornton LLP
Legal Address: 175 W.Jackson Blvd.,2011,Floor,Chicago,IL 60604
Services to be provided: PeopleSoft Human Capital Management Benefits Module Modifications for Open
Enrollment
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement, amendment or change order
on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form
in entering into any agreement or amendment with Company. Company will submit an updated Form within ten(10)
business days if there are any changes to the signatory authority.The City is entitled to rely on any current executed
Form until it receives a revised Form that has been properly executed by the Company.
1. Name:Greg Davis
Position: Principal
Address:40 Corporate Woods,Ste 650
9401 Indian Creek Pkwy
Overland Park KS 66210
Signa ure `y
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Greg Davis
Signature of President/CEO
Other Title: Principal
Date:
OFFICIAL RECORD
CITY SE4(,JRE111VIl
Grant Thornton LLP �gi �ry�a Professional Services Agreement-Technology
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