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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("AgreemenY') is made and entered into by
and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen Montgomery, its
duly authorized Assistant City Manager, and Salvaggio, Teal & Associates ("Consultant" or "STA")
a Texas limited partnership and acting by and through Mitt Salvaggio, its duly authorized President,
referred to separately as a"Party," referred to collectively as the "Parties."
WHEREAS, the City wishes to embark upon a business and technology transformation initiative to
replace its current collection of legacy financial and administrative information systems with an
integrated enterprise solution (commonly known as an Enterprise Resource Planning or ERP System);
and
WHEREAS, the City seeks to engage the services of a qualified Consultant to provide expert guidance,
oversight, recommendations and planning assistance to the City in the management and execution of
this strategic initiative; and
WHEREAS, the Consultant will serve as the City's Principal ERP Consultant for the full ERP project
lifecycle from initiation to the implementation of an ERP system and initial project closeout.
NOW THEREFORE, for the mutual covenants and considerations set forth below, the Parties hereby
agree as follows:
CONTRACT DOCUMENTS:
The Contract Documents shall include the following:
1. This Professional Services Agreement plus any attachments hereto which shall include:
a) Exhibit A— Scope of Work
b) Exhibit B— Payment Schedule
c) Exhibit C— Task Listing and Major Milestones
d) Exhibit D— Nondisclosure Agreement
e) Exhibit E— Limited Access Agreement
fl Exhibit F— Milestone Acceptance Document
g) Exhibit G— Milestone Glossary
2. City of Fort Worth Request for Proposal (RFP) # 06-0252, which is hereby incorporated by reference
and made a part of this Agreement for all purposes herein
3. The Response to RFP # 06-0252 submitted by Salvaggio, Teal & Associates (the "Response"), which
is hereby incorporated by reference and made a part of this Agreement for all purposes herein
In the event of conflict among the documents, the order of precedence shall be 1) this Agreement plus
any attachments; 2) RFP # 06-0252; and 3) the Response.
SCOPE OF SERVICES.
The City has several information systems that it uses for financial and administrative purposes. Many of
these systems are aging, lack desired functionality and are insufficiently integrated. The City desires to
replace its collection of legacy systems with an integrated enterprise solution. The integrated enterprise
solution should replace as many of these legacy systems as feasible and appropriate and must also
integrate with certain existing City systems in a way that is a functional enhancement to the current
integration between existing legacy systems and other City systems. To this end, the City is epgaging the
services of the Consultant to provide expert guidance, oversight, recommendations, and planning __;:,,; �
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assistance in successfully achieving this ambitious and important goal. The Parties agree that this project
shall consist of three phases: Phase I shall be the Acquisition / Planning Phase; Phase II shall be the
Contract Negotiations Phase; and Phase III shall be the Implementation, Guidance & Oversight
Phase. A separate agreement shall be approved and executed for each Phase of the project. Attached
hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," specifically describing
the obligations of Consultant, an estimate of time and costs for each Phase and the Scope of Work. By
signing this Agreement, the City does not obligate itself to execute agreements for Phases II and III of this
project.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement ("Effective Date") and shall continue in full force and effect until completion of all services
contemplated herein, unless terminated earlier in accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Consultant in accordance with the provisions of this Agreement which are
governed by the Payment Schedule set forth in "Exhibit B," which is attached hereto and made a part of
this Agreement for all purposes. Consultant shall not perform any additional services for the City not
specified by this Agreement unless the City requests and approves such additional costs for such
services in writing through, its duly authorized Assistant City Manager, the additional costs for such
services. The City shall not be liable for any additional expenses of Consultant not specified by this
Agreement unless the City first approves such expenses in writing.
4. TERMINATION / DISPUTE RESOLUTION.
4.1. Written Notice.
Subject to Section 4.4 below, the City or Consultant may terminate this Agreement at any
time with or without cause and for any reason by providing the other party with 30 days written
notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds shall have been appropriated.
4.3 Duties and Obliqations 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 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.
4.4 Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2 above, in the event of a
dispute or controversy between the parties for any matters related to this Agreement, the parties
shall, in good faith, exercise their best efforts to negotiate and attempt to resolve any disputes
that may arise pursuant to this Agreement as set forth in this Section 4.4 as follows:
(a) If either Party (the "Disputing Party) disputes any provision of this
Agreement, or the interpretation thereof, or any conduct by the other party
under this Agreement, that party shall bring the matter to the attention of the
other party at the earliest possible time in order to resolve such dispute.
(b) If such dispute is not resolved by the employees for the subject matter of
the dispute within ten (10) business days, the Disputing Party shall deliver
to the first level of representatives below a written statement (a "Notice of
Dispute") describing the dispute in detail, including any time commitment
and any fees or other costs involved.
(c) Receipt by the first level of representatives of a Notice of Dispute shall
commence a time period within which the respective representatives must
exercise their best effort to resolve the dispute. If the respective
representatives cannot resolve the dispute within the given time period, the
dispute shall be escalated to the next higher level of representatives in the
sequence as set forth below.
(d) If the parties are unable to resolve the dispute in accordance with the
escalation procedures set forth below, the parties may assert their rights
under this Agreement.
Escalation Timetable
(Business Davs)
0 — 5�h day
6`h — 10'h day
11'h — 15th day
STA
Representative
Thomas Ortiz
Nathan Frey
Mitt Salvaggio
City of Fort Worth
Representative(s)
Barbara Sharpe/Rick Brents
ERP Steering Committee
Karen L. Montgomery
4.5 Notwithstanding the fact that the Parties may be attempting to resolve a dispute in
accordance with the informal dispute resolution procedures set forth in Section 4.4, the
Parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute.
4.6 Notwithstanding the foregoing, either Party may, before or during the exercise of the
informal dispute resolution procedures set forth in Section 4.4 apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such relief
is necessary to protect its interests.
DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's services 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. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written approval
of the City. 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 immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the consultant involving transactions relating to this Contract
at no additional cost to the City. Consultant agrees that the City shall have access duriqg normal -- ;
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working hours to all necessary Consultant facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. The City shall
give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the
effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, at no cost to the City, 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
reasonable notice of intended audits.
INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor
as to all rights and privileges granted herein, and not as agent, representative or employee of the City.
Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have
the exclusive right to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, contractors and subcontractors.
Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its
officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants,
contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the
creation of a partnership orjoint enterprise between City and Consultant.
LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND 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 WHILE
IN THE PERFORMANCE OF CONSULTANT'S SERVICES UNDER THIS AGREEMENT.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, AR/S/NG OUT
OF OR lN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, lTS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Unless otherwise approved or requested by the City, 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. 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. STA Resources will be provided to the City as follows:
• Nathan Frey — Project Director, up to 50%
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• Mitt Salvaggio — Contract Negotiations, as needed
• Kirk Teal — Briefings, up to 8 hours per month
• Thomas Ortiz — Project Manager, 100%
• Duane Mailman — Functional Lead, 100%
• Chip Julian — Business Case Lead, 100%
Staffing substitutions must be approved by the ERP Steering Committee, trained by STA personnel and in
place within fifteen (15) business days following approval.
In accordance with City of Fort Worth Ordinance No. 15530, the City has goals for the participation of
Minority Business Enterprises and Women Business Enterprises (M/WBE) in City contracts. STA
acknowledges the M/WBE goal established for this contract and its commitment to meet that goal. Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by STA
may result in the termination of this agreement and debarment from participating in City contracts for a period
of time of not less than three (3) years. STA will submit information concerning the M/WBE (s) that will
participate in the contract to meet the set goal. The information shall include: (1) the name, address and
telephone number of each M/WBE; (2) the description of the work to be performed by each M/WBE; and
(3) the approximate dollar amount/ percentage of the participation. If STA fails to meet the stated goal,
then STA must submit detailed documentation of good and honest efforts as to why the goal was not
achieved.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coveraqe and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by the Consultant, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308 — 1.01 et
seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000
each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee.
(d) Professional Liability (Errors & Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Professional Liability E&O.
Either is acceptable if coverage meets all other requirements. Coverage shall be
claims-made, and maintained for the duration of the contractual agreement and
for two (2) years following completion of services provided. An annual certificate
of insurance shall be submitted to the City to evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant proceeding with any
work pursuant to this Agreement. All policies shall be endorsed to name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agent, and volunteers in respect to the contracted services.
Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of
cancellation or reduction in limits of coverage shall be provided to the City. Ten (10)
days notice shall be acceptable in the event of non-payment of premium. Such terms
shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk
Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies
to the City Attorney at the same address.
11. COMPLIANCE WITH LAWS. ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To THE CITY:
City of Fort Worth/IT Solutions
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
Attn: Pete Anderson, CIO
To CONSULTANT:
Salvaggio, Teal & Associates
PMB 179, 4815 W. Braker Lane, Ste. 502
Austin, Texas 78759
Phone: (512) 231-9212 R
Facsimile: (512) 231-9633 ,�,f�fa; ; :;
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14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this agreement,
without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate perFormance or to assert any such right on any
future occasion.
17. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
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 and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS / MODIFICATIONS / EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party. � 1
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23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this l"t day
Of ��� , 2007.
CITY OF FORT WORTH:
SALVAGGIO, TEAL & ASSOCIATES:
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By_ ����_Cy� ��%� ,?�G?�l.C.�: By: � • �-�,�".[_�
Karen L. Montgomery )�� �� Mitt A. Salvaggio, President
Assistant City Manager / CFO �--r�/�° % �� Salvaggio, Teal & Associates
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City Secreta
APPROVED AS TO FORM AND LEGALITY:
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Assistan�City Attorney
CONTRACT AUTHORIZATION
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Date Approved: � `�I �O �--
ATTEST:
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EXHIBIT A
SCOPE OF WORK
ERP CONSULTANTS
OVERVIEW OF BUSINESS OBJECTIVES AND GOALS
The ultimate goal of the project is to implement an integrated Human Resources (HR), Finance and
Budget ERP system for the City. The City uses a number of legacy systems for HR, Finance and Budget.
Genesys is the primary Human Resources Information System (HRIS), MARS is the primary financial
system along with the Fixed Assets tracking system and BRASS is the primary budget system. These
systems are outdated, limited in their expansion capability, and some are failing to adequately meet the
City's business needs. Most of these systems are costly to maintain and require substantial staff time to
monitor the systems, investigate, and correct errors. The project life cycle will include a comprehensive
study of the ERP system requirements (including consideration of potential process improvements and
procedural changes), product requirements definition, product selection and project planning for
implementation, product procurement, change management, configuration, integration, testing,
deployment and training. It is anticipated that this will be a multi-million dollar project to be phased over
several years.
GENERAL OBLIGATIONS AND SCOPE OF PROJECT
The Consultant will report to the Executive Project Sponsor and Steering Committee of the City's ERP
project and will be expected to enhance the effectiveness and success of the project by providing
independent, objective and expert guidance, recommendations, oversight and assistance regarding all
aspects of the City's ERP project including:
• ERP Education and Needs Assessment
• Project Initiation
• Project Planning
• Risk Identification and Mitigation Planning
• System Assessment
• Project Management and Control
• Recommendations for continuous process improvement in the public sector environment
• Change Management
• Escalation Procedures
• Identifying opportunities for process improvement and potential impact on City polices and
procedures
• Product and Functional Requirements Analysis
• Product Selection and Procurement Oversight
• Training Oversight (to include any new SOPs, software and cross-reference guides)
• Implementation Guidance and Oversight
The general scope of the City's ERP initiative encompasses the following major business functions:
• Finance
• Human Resources
• Budget (Capital and Operating)
Functional areas that will be addressed are:
• General Ledger
• Budgetary Control
• Accounts Payable
• Accounts Receivable
• Cash Management
• Fixed Asset Management
• Inventory
• Project Accounting/Tracking
• Grant Accounting/Tracking
• Procurement
• Budget Development
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• Personnel Administration
• Time and Leave Accounting
• Payroll Administration
• Employee Self-Service
• Benefits Administration
Wellness
Employee Assistance Program
Workers' Compensation
Retirement
• Classification and Compensation
• Position Control
• Applicant Tracking/Recruitment
• Training and Career Development
• Performance Management
Additional functional areas not included in the original project scope that may be added through a
mutually agreed upon change order:
• Utility Billing
• Permitting
• Records Management
Public Information Act Requests
Document Management
• Capital Project Tracking
SERVICES
Project Initiation and Plan - The Consultants shall initially meet with the City in Fort Worth to determine
the project scope and develop a comprehensive Action and Project Plan, and schedule initial
meetings and workshops. The Consultant and the Steering Committee shall establish and
execute the Kick-off meeting, organizational change management program and culture education
plans. The Consultant, with the assistance of the City of Fort Worth Project Manager, will
document project processes, procedures and reporting systems. The Executive Project Sponsor
and the Consultant shall designate the staff with authority to approve business rules,
specifications, reports, forms, documentation, and training plans. The Executive Project Sponsor
shall designate the staff that will be responsible for the implementation of business rules and any
action items.
Requirements - Consultant shall develop the requirements through "group requirement building
meetings." The purpose of the group requirement meetings shall be to develop requirements for
the functional areas described above under General Obligations and the Scope of Project.
Consultant's staff will serve as the group leader/facilitator, specifying best practices in
comparable organizations, capabilities of current software, documenting the resulting
requirements, identify opportunities for process improvement, potential impact on City polices and
procedures, and consideration of such changes in the organizational change management
process to ready the organization for change management. Consultant will use a three-tiered
meeting approach for developing and finalizing the system requirements as follows:
Baseline system requirements that are based on the best practices typically found in city
government will be extracted from Consultant's ERP Requirements Library. These
requirements will be reviewed and modified as necessary to meet the City's needs in a
meeting or a series of ineetings organized by functional area. These meetings will be
facilitated by the Consultant and referred to as "focus group" meetings and will be
attended by representatives from the major business function departments (HR, Finance,
Budget and IT Solutions) and a limited number of subject matter experts from the user
departments.
2. Once the Consultant issues draft system requirements for each functional area gathered
from the "focus group" meetings, the focus group participants will review the draft
requirements a final time and convene to make any final changes as required and to
finalize the draft requirements for final end user community validation.
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As the last step in the requirements development process, the draft requirements, as
completed by the focus group, will be posted on the City's Intranet. Members of the end
user community may then submit comments (additions, changes, deletions) by
completing a feedback form and submitting it through email, and/or by attending a final
meeting on each functional area in which they may provide their feedback. At this step of
the review, all feedback recommendations will be rejected or accepted and incorporated
into the document. The completed requirements document will be published by the
Consultant.
Return on Investment (ROI) Study — The Consultant will prepare a return on investment study that
compares the cost of acquiring a new ERP system with the system savings and process
improvement savings. The study shall contain the following sections:
• Executive summary;
• Project background and objectives;
• Key assumptions;
• Business case analysis scope and approach; and
• Business case analysis findings and recommendations (will include ROI analysis)
Procurement — The Project Team and the Consultant will utilize the Product Requirements, RFP and
evaluation criteria to accomplish:
• RFP preparation
• Software selection
• Implementation team selection and evaluation plan
• Contract Negotiations for fixed price software and implementation services
• Hardware requirements with sizing, capacity planning, and hosting
• Training plan
Implementation Oversight and Guidance — The consultant shall provide independent project oversight,
quality assurance, and change management services for the implementation phase.
Issue Resolution - The Executive Project Sponsor and Consultants shall mutually work towards the timely
resolution of issues. Any change of scope for this project must be mutually agreed upon by the
Consultants and Executive Project Sponsor and then approved by the Executive Project Sponsor.
The Executive Project Sponsor and/or the City of Fort Worth reserve the right to dismiss any
employee of a contracted worker or STA employee for any reason during the length of this
engagement. Any invoices submitted for payment must be presented to and signed by the City of
Fort Worth Executive Project Sponsor.
TASKS, DELIVERABLES, AND MILESTONES
The acquisition phase of the project (Phase I— Acquisition) is based upon an anticipated set of
project tasks that are expected to achieve the desired project deliverables that adhere to PMBOK
standards (Project Management Book of Knowledge) and GAAP (Generally Accepted Accounting
Principles), and meet certain targets and milestones for the project. The City shall have sole
discretion to determine whether a deliverable/milestone is complete prior to acceptance by the
City; however, acceptance will not be unreasonably withheld. Each deliverable must be accepted
by the City in the form of Exhibit F prior to payment being made. Exhibit B, "Payment Schedule"
ties the completion of key deliverables and achievement of certain milestones to payment events
per the terms of this Agreement. Exhibit C, Task Listing and Major Milestones, documents the
currently anticipated task-level activities and estimated start and end dates needed to achieve
project goals. Exhibit G provides a Glossary defining the Milestone components. Following
execution of this contract, STA and the City will revise the task listing and milestones to develop a
final project plan representative of the final project scope and timeline.
Beyond the specific deliverables listed in Exhibit B, the following documents are expected to be
incorporated into the consultant plan to achieve project success:
o Project Requirements Document and Requirements Matrix;
12
o Communication Plan;
o Escalation Procedures;
o Detailed Project Plan;
o Work Breakdown Structure; and
o Issue Log.
ASSUMPTIONS
• Consultant will track issues, action items and parking lot items.
• When needed, on site office space will be provided for consultants at the project
headquarters. The City will provide the following for STA staff while on site:
o A cubicle/office with Internet access;
o Access to a copier;
o Meeting rooms when available;
o Server access for storing project documentation; and
o Projector for facilitated meetings.
• Multiple copies of reports will be prepared at the City's expense.
• Specified City staff will be reasonably available for interviews and to participate on the project
as agreed upon and appropriate.
• Office and meeting room space will be reasonably available on-site for project-related
meetings and other project-related purposes.
• The City will accept or reject all deliverables within ten (10) business days. Business days are
considered to be the normal City of Fort Worth hours of operation: Monday - Friday; 8 a.m. - 5
p.m, excluding City holidays. The City shall have sole discretion to determine whether a
deliverable/milestone is complete prior to acceptance by the City; however, acceptance will
not be unreasonably withheld. If a deliverable is rejected, the City will provide a written
description of the defects of the deliverable(s) and STA will have ten (10) business days to
either complete the deliverable in accordance with the City's notice of defect, or provide an
alternative acceptable to the City.
• Little, if any, administrative support will be required, but in those instances when it is required,
it will be provided by the City.
• The standard travel week for STA staff will be to arrive on Monday and depart on Thursday.
• STA will not be reimbursed for actual travel costs. The fixed cost phase and the hourly rate for
time and materials phases are fully loaded and included with all travel and living costs.
• STA will not charge for travel time. However, if STA staff is working on chargeable (i.e.,
project related) tasks while in transit or off-site, applicable time would be charged. Off-site
work will be approved by the Project Manager, in advance.
ACTIVITIES AND CRITICAL SUCCESS FACTORS
Effective sponsorship and oversight is critical to the success of the project. The consultant will
work with the Project Team to establish an overall Action Plan that will govern all aspects of the
project. All planning assumptions must support the larger strategic business direction of the City.
It is essential that the Consultant confirm the City's business priorities by reviewing existing
business plans, interviewing key senior staff and coming to consensus with the Project Team
over the project's assumptions. Additionally, other City documents, including the City's Strategic
Plan, budget, past consultant studies and systems documents, should be reviewed to gain insight
into the key issues facing our organization and incorporated into City housed document archive.
Conduct planning meetings as necessary with an administrative working group (hereafter
referred to as the "project team"), which will consist of representatives from the HR, Finance,
Budget and IT departments. It is with this group that the top management support, kick-off plan,
13
business plan, vision, change management program and culture education plan will be
established. Provide a framework to evaluate the City's work environment and culture for
acceptance to change and make appropriate recommendations.
Provide project plan documents including the detailed project plan, communication plan, potential
risks, escalation procedures and resource requirements. The detailed project plan will list tasks,
schedules, durations, estimated hours, key milestones, and related dependencies.
Perform extensive requirements gathering sessions to establish functional requirements utilizing
the STA Requirements Repository Toolset, compiled matrix format for inclusion in RFP, technical
requirements, interfacing systems requirements, and data conversion requirements.
Monitoring and evaluation of performance will be accomplished through the tracking of milestones
and targets, performance tied to compensation, and analysis of user feedback.
Collect and analyze relevant data and upon completion of the project, supply the collected data to
the Human Resources Department, Finance, Budget, and IT Solutions departments.
Communicate progress and findings to the project team via email, minutes and briefings on a bi-
weekly basis throughout the duration of the project. Assist with the preparation of briefing
materials and presentation of such to the City Manager staff, Audit and Finance Committee, City
Council and Employee Meetings as requested.
The ERP Steering Committee will perform Consultant Evaluations surveys on a quarterly basis to
assess the progress of the project, Consultant deliverables and overall satisfaction level with the
Consultant.
STA will provide ongoing feedback and recommendations related to the ERP team to the
Executive Project Sponsor. This should include an assessment about the knowledge/skills of the
team members as related to the project as well as the role/responsibility matrix defining what
each team member is/should be assuming.
OUT OF SCOPE
Implementation of the technology solutions is considered out of scope per the terms of this
Agreement. STA will only be providing guidance, recommendations, quality assurance and
oversight with respect to the implementation of a solution.
PAYMENT STRUCTURE
Payments to Consultants for Phase I will be made at the completion of each deliverable on the
following schedule attached as Exhibit B during the engagement. A sign-off on the deliverables by
the Executive Project Sponsor will be required before payment is issued.
Payments to Consultants will be made on a monthly basis during the time and materials phases
(Phases II & III) of the engagement. A sign-off on the services delivered by the Executive Project
Sponsor will be required before payment is issued.
Fixed Cost Phase I
1. Project Start-Up
2. Develop Requirements
3. Develop Business Case/Cost Benefit Analysis
4. Develop RFP and Evaluation Process
5. Evaluate and Select Vendor (software, architecture of system, and implementation services)
Time and Materials Phases Estimate
Phase II — Contract Negotiations
1. Negotiate Contract
• Software Selection
• Implementation Services and Team Selection
• Training Services and Team Selection
Phase III — Implementation Guidance & Oversight
1. Software implementation Quality Assurance
2. Infrastructure — Guidance and Quality Assurance
3. Facilitate joint recommendations of software vendor and implementation services provider
14
regarding:
• Hardware requirements
• Sizing
• Capacity planning
• Hosting considerations
4. Implementation Change, Issue and Risk Management
5. Integration and Testing
6. Training Facilitation
7. Go-Live
8. Post Go-Live Stabilization and Support
-,,�, � - -
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EXHIBIT B
PAYMENT SCHEDULE
• . - -.
.- . -
. - . ..
Phase I — Acquisition
Project Action Plan, Marketing Plan, Planning Activities complete. $21,065 07/15/07
Start-Up Project Plan Project plan approved.
Draft Business Case Draft ROI schedule prepared (i.e., hard- �48,450 08/21/07
Develop dollar costs and benefits identified).
Business
Case Approved Business Case Cost/BenefitAnalysis narrative, costs $48,450 08/31/07
estimates, and benefits approved.
Draft Financial/Budgeb Initial requirements review meetings $37,390 10/16/07
Procurement Requirements completed.
Final Financial/Budget/ Financial/Budget/Procurement $37,390 10/16/07
Procurement Requirements requirements approved.
Draft HR/Payroll Requirements Initial requirements review meetings $35,285 10/01J07
Develop completed.
Requirements Final HR/Payroll Requirements HR/Payroll requirements approved. $35,285 10/19/07
GenerallTechnical General/Technical requirements $12,640 10/04/07
Requirements approved.
InterFace / Conversion Interface/Conversion requirements $42,130 10/23/07
Requirements approved.
Requirements Approved by Requirements Document complete. $30,550 11/06/07
Stakeholders Stakeholder approvals received.
Develop Procurement Strategy Procurement strategy approved. $23,170 09/05/07
Request for Draft Request for Proposal Draft RFP distributed for review. $31,600 10/19/07
Proposal Final Request for Proposal Request for proposal approved. $31,600 11/02/07
Evaluation Plan Evaluation plan approved. $21,065 10/12/07
Draft Evaluation Guide Draft evaluation guide distributed for $21,065 10/12/07
review.
Final Evaluation Guide / Rating Evaluation guide and supporting $21,072 10/22/07
Matrix materials approved.
Initial script meetings completed and
Draft Demonstration Scripts rough draft of scripts distributed for $26,330 11/30/07
Evaluate and review.
Select Vendor Final Demonstration Scripts Demonstration scripts approved. $26,330 12/03/07
Initiate Proposal Evaluation Vendor proposals received. $18,960 10/21/07
Process
Complete Initial Proposal Vendors selected for demonstrations. $63,200 12/21/07
Evaluations
Complete Vendor Vendor demonstrations completed and $42,130 02/01/08
Demonstrations scored.
Selection Process Complete Vendor(s) selected for negotiations. $25,280 02/07/OS
Acquisition Phase Fixed-Price Total $700,430
16
EXHIBIT C
TASK LISTING AND MAJOR MILESTONES
Tasks and Milestones Start Date End Date
. . . .
PROJECT START UP 05/14/07 07/15/07
Action Plan (planning activities for: kick-off plan, business plan,
vision, initiate change management program, and decision
making policy) 05/14/07 07/15/07
Marketing Plan (detailed recommendations for championing the
project to all City of Fort Worth Staff — allowing the individuals to
learn `what's in it for me', known as WIIFM 05/14/07 06/30/07
Pro'ect Plan (schedule, risks, communication, escalation, resource plan) 05/14/07 06/15/07
Project Start Up Complete — Milestone 07/15/07 07/15/07
COST BENEFIT ANALYSIS 05/31/07 08/31/07
ERP Benefits/Savin s— Process Im rovements 05/31/07 07/03/07
Identif Value Pockets 05/31/07 06/04/07
Collect Base Data and Conduct Surve 06/04/07 06/27/07
ERP Benefits/Savin s— S stem Savin s 07/03/07 08/02/07
ERP S stem Costs 08/02/07 08/09/07
Pre are Business Case 08/09/07 08/31/07
Business Case Complete — Milestone 08/31/07 08/31/07
DEFINE SYSTEM REQUIREMENTS 08/21/07 11/06/07
Business re uirements re aration 08/21/07 08/28/07
Financial / Bud et / Procurement Re uirements 08/27/07 10/16/07
Human Resources Re uirements 08/27/07 10/01/07
General s stem re uirements GE 10/01/07 10/04/07
Technical re uirements TE 10/04/07 10/09/07
Interface Re uirement Develo ment 10/09/07 10/23/07
Data Conversion Re uirements 10/19/07 10/31/07
Stakeholder Re uirement A roval 10/09/07 10/31/07
Financial / Bud et / Procurement A roval 10/09/07 10/23/07
Human Resources A roval 10/11/07 10/19/07
Re uirements Document Com lete 8/31/07 11/06/07
S stem Requirements Com lete - Milestone 11/06/07 11/06/07
Develo RFP and Evaluation Process 08/30/07 11/02/07
Formulate Procurement Strate 08/30/07 09/05/07
Review Procurement Strate 09/05/07 09/07/07
Finalize and Document Procurement Strate 09/07/07 09/14/07
Develo Evaluation Guide 09/14/07 09/28/07
Develo RFP 09/28/07 10/19/07
Distribute RFP — Milestone 11/02/07 11/02/07
Evaluate and Select Vendor 09/28/07 02/01/08
Develo Evaluation Plan 09/28/07 10/12/07
Conduct a re-bid conference for ros ective vendors 11/09/07 11/09/07
Develo Evaluation Guide 09/28/07 10/22/07
Evaluation Guide Complete — Milestone 10/22/07 10/22/07
Develo Demonstration Scri ts 10/04/07 11/30/07
Answer ros ective vendor uestions 11/09/07 11/16/07
17
Tasks and Milestones Start Date End Date
� � .
Providin an orientation for the evaluation committee 10/15/07 10/19/07
Im lementation Pre aration 10/17/07 11/02/07
Receive Vendor Pro osals — Milestone 12/03/07 12/03/07
Conductin an administrative com liance review of all ro osals 12/03/07 12/10/07
Assisting in the initial evaluation of vendor proposals and
re arin oints for vendors to clarif 12/03/07 12/21/07
Pre arin detailed cost anal ses 12/03/07 12/14/07
Mana in vendor resentations 01/07/08 01/25/08
Preparing gap analysis of functional requirements to proposed
software functionalit and re-en ineerin re uirements 12/12/07 12/26/07
Verifying representations, fiscal viability and references made by
the vendors 12/21/07 01/31/08
Evaluation Demos Complete — Milestone 02/01/08 02/01/08
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EXHIBIT D
NONDISCLOSURE AGREEMENT
THIS AGREEMENT is entered into and effective as of the 29th_day of _May_, 2007
("Effective Date") between CITY OF FORT WORTH ("City") a home rule municipal corporation organized
under the laws of the State of Texas, located in Tarrant, Denton and Wise counties Texas, acting by and
through its duly authorized Assistant City Manager, and Salvaggio, Teal & Associates ("Consultant" or
"STA") a Texas limited partnership acting by and through Mitt Salvaggio, referred to separately as a
"party" and collectively referred to as the "parties."
The Parties hereby agree as follows:
For purposes of this Agreement, the term Company hereby includes all officers, directors, employees,
subcontractors, parent or subsidiary companies of the Consultant. The term City hereby includes all officers,
directors, employees, agents, and representatives.
Company and City intend to disclose to each other information, which may include confidential
information, for the purpose of providing support on City products. The term "Confidential
Information" will mean any information or data which is disclosed by a party to the other party
under or in contemplation of the stated purpose and which (a) if in tangible form or other media
that can be converted to readable form, is clearly marked as proprietary, confidential or private
when disclosed; (b) if oral or visual, is identified as proprietary, confidential or private at the time
of disclosure; (c) identifiable as personal health information; or (d) information that is confidential
pursuant to a law, rule, regulation or court order. Confidential Information may be either the
property of the disclosing party or information provided by a corporate affiliate of the disclosing
party or a third party. Disclosures under this Agreement may be made from the date of this
Agreement until its termination, unless extended in a writing signed by both parties. Disclosures
and receipt of Confidential Information will be by authorized representative of both parties. The
parties may designate others, in writing, to receive and disclose Confidential Information.
2. For all Confidential Information, the recipient will:
(a) use the Confidential Information only for the stated purpose;
(b) restrict disclosure of the Confidential Information solely to those employees, consultants or
agents of such party with a"need to know" and not disclose it to third parties without the
prior written consent of the disclosing party;
(c) advise those employees, consultants or agents who gain access to Confidential Information
of their obligations regarding the Confidential Information;
(d) make only the number of copies of the Confidential Information necessary to disseminate
the information to those employees who are entitled to have access to it, and ensure that all
confidentiality notices set forth on the Confidential Information are reproduced in full on such
copies; and
(e) safeguard the Confidential Information with the same degree of care to avoid unauthorized
disclosure as recipient uses to protect its own confidential and private information;
(fl notify disclosing party immediately upon discovery of any unauthorized use or disclosure of
Confidential Information or any other breach of this Agreement by recipient, its employees,
consultants or agents and will cooperate with disclosing party in every reasonable way to
help disclosing party regain possession of the Confidential Information and prevent its further
unauthorized disclosure or use.
For purposes of this Agreement, a"need to know" means that the employee, consultant, agent, or
other designated person requires the Confidential Information in order to perForm his or her
19
responsibilities in connection with the stated purpose.
3. The obligations of Paragraph 2 will not apply to any Confidential Information which:
(a) is or becomes available to the public through no breach of this Agreement;
(b) was previously known by the recipient without any obligation to hold it in confidence;
(c) is received from a third party free to disclose such information without restriction;
(d) is independently developed by the recipient without the use of Confidential Information of the
disclosing parly;
(e) is approved for release by written authorization of the disclosing party, but only to the extent
of and subject to such conditions as may be imposed in such written authorization; or
(fl is required to be disclosed pursuant to Chapter 552 of the Texas Local Government Code or
pursuant to Section 12 herein.
4. If the disclosing party inadvertently fails to mark as proprietary, confidential or private information
for which it desires confidential treatment, it will so inform the receiving party. The receiving
party thereupon will return the unmarked information to the disclosing party and the disclosing
party will substitute properly marked information. In addition, if the disclosing party, at the time of
disclosure, inadvertently fails to identify as proprietary, confidential or private oral or visual
information for which it desires confidential treatment, it will so inform the receiving party. The
receiving party's obligations under Paragraph 2 in connection with information encompassed by
this paragraph will commence upon notice from the disclosing party of the failure to properly
mark or identify the Confidential Information.
5. Each party acknowledges its obligation to control access to and/or exportation of technical data
under the applicable export laws and regulations of the United States, and each party agrees to
adhere to and comply with the laws and regulations governing any technical data received under
this Agreement.
6. Confidential Information, including permitted copies, will be deemed the property of the
disclosing party. The receiving party, will, within ten (10) days of a written request by the
disclosing party, return all Confidential Information, including all copies, to the disclosing party or,
if so directed by the disclosing party, destroy all such Confidential Information. The receiving
party will also, within ten (10) days of a written request by the disclosing party, certify in writing
that it has satisfied its obligations under this Paragraph 6.
7. Both parties agree that an impending or existing violation of any provision of this Agreement
would cause the disclosing party irreparable injury for which it would have no adequate remedy
at law, and that the disclosing party will be entitled to seek immediate injunctive relief prohibiting
such violation, in addition to any other rights and remedies available to it.
8. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise
transferred by this Agreement or any disclosure hereunder, except for the right to use such
information in accordance with this Agreement. No warranties of any kind are given for the
Confidential Information disclosed under this Agreement.
9. The term of this Agreement shall commence on the Effective Date and shall continue until
expiration or termination of the Professional Services Agreement to which this Non-Disclosure
Agreement is attached. This Agreement may not be assigned by either party without the prior
written consent of the other party. Any assignment in violation of this Paragraph will be void.
This Agreement will be binding upon the parties and their respective successors and assigns.
10. The provisions of this Agreement shall not prohibit a disclosure required by law or any court
of competent jurisdiction or any investigation or ruling of a governmental or regulatory body �,. �
: .,
,
_ . : 20 ,
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which is lawfully entitled to require any such disclosure; provided that prior to such disclosure
the receiving party shall promptly notify the disclosing party of such requirement so that the
disclosing party may contest such disclosure and otherwise protect its interests in the timing
and content of such disclosure. The receiving party will exercise reasonable efforts to help
disclosing party obtain a protective order or other reliable assurance that confidential
treatment will be accorded to the Confidential Information. If a protective order or other
remedy is not obtained, the receiving party will furnish only that portion of the Confidential
Information that the receiving party is legally required to disclose.
11. If any provision of this Agreement will be held invalid or unenforceable, such provision will be
deemed deleted from this Agreement and replaced by a valid and enforceable provision which
so far as possible achieves the parties' intent in agreeing to the original provision. The remaining
provisions of this Agreement will continue in full force and effect.
12
13
If either party employs attorneys to enforce any rights arising out of this Agreement, each party
shall be responsible for the payment of its owns expenses and fees for such related services.
Each party warrants that it has the authority to enter into this Agreement and to lawfully make the
disclosures contemplated hereunder.
14. This Agreement represents the entire understanding befinreen the parties with respect to the
subject matter hereof and supersedes all prior communications, agreements and
understandings. The provisions of this Agreement may not be modified, amended or waived,
except by a written instrument duly executed by authorized representatives of both parties.
15. This Agreement may be executed in one or more counterparts, each of which will be deemed
to be an original and all of which, when taken together, will be deemed to constitute one and
the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or
any other reliable means shall be effective for all purposes as delivery of a manually
executed original counterpart. Either party may maintain a copy of this Agreement in
electronic form. The parties further agree that a copy produced from the delivered counterpart
or electronic form by any reliable means (for example, photocopy, facsimile or printed image)
shall in all respects be considered an original.
16. This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas.
CITY OF FORT WORTH
i
By: �: �,' '.( ��� %� l�� r,' � i ��`���� � 1 i��'
�_
Karen L. Montgomery ;� ) /" ��
Assistant City Manager / CFO
�
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Date: %���� � ; ,-� � �_ 7
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ASSI�T� T CiTY ATTORNEY
f, . �.� �.
COMPANY: Salvaggio, Teal & Associates _
gy: `-'%�� Q � c�lA�-�t � �
Mitt A. Salvaggio, President
Salvaggio, Teal & Associates
Date: � � Z `5 � � �
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21
EXHIBIT E
LIMITED ACCESS AGREEMENT
This LIMITED ACCESS AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the
State of Texas, located in Tarrant, Denton and Wise counties, Texas, acting by and through its duly
authorized Assistant City Manager, and Salvaggio, Teal & Associates ("Consultant" or "STA") a
Texas limited partnership and acting by and through Mitt Salvaggio
The following statements are true and correct and form the basis of this Agreement:
A. The City owns and operates a file server computer system and network (collectively the
"Network").
B. Contractor wishes to access the City's mainframe and network in order to gain access to legacy
financial and administrative information systems to be evaluated. The City is willing to grant
Contractor access to the Network, subject to the terms and conditions set forth in this Agreement,
and in the City's standard outside connections policy, ("Extranet Standard") attached as Exhibit E-
1 and hereby incorporated by reference and made a part of this Agreement for all purposes
herein.
NOW, THEREFORE, the City and Consultant hereby agree as follows:
1. GRANT OF LIMITED ACCESS.
Consultant is hereby granted a limited right to access the City's Network for the sole purpose of analyzing
legacy financial and administrative information systems. Consultant shall provide expert guidance,
oversight, recommendations and planning assistance to the City in the management and execution of an
integrated enterprise solutions ERP System. Because Consultant can enter the City's Network only
through the City's computer security systems, the City will provide Consultant with a password and
access number or numbers.
2. NETWORK RESTRICTIONS.
2.1. Consultant may not share the password or access number or numbers provided by the
City except with ConsultanYs officers, agents, servants or employees as may reasonably
be required.
2.2. Consultant may not access the Network for any purpose other than analyzing
Consultant's own project related data.
2.3. Consultant acknowledges, agrees and hereby gives its authorization that the City may
monitor Consultant's use of the City's Network in order to ensure ConsultanYs
compliance with this Agreement.
2.4. A breach by Consultant, its officers, agents, servants or employees, of this Agreement
and any other written instructions or guidelines that the City provides to Consultant
pursuant to this Agreement shall be grounds for the City immediately to deny Consultant
access to the Network and Consultant's Data in addition to any other remedies that the
City may have under this Agreement or at law.
2.5. The City may terminate this Access Agreement at any time and for any reason.
3. LIABILITY AND INDEMNIFICATION.
22
Consultant shall be liable and responsible for any and all damages that the city may incur directly
on account of any breach of this agreement by contractor, its officers, agents, servants or employees.
The City, its officers, agents, servants and employees, shall not be liable for any damages that Consultant
may incur as a result of the City's restrictions to or denial of access to Consultant's data on account of
any breach of this agreement by Consultant, its officers, agents, servants or employees, or for any
reasonable security measures taken by the City.
In addition, Consultant shall be liable and responsible for any and all property loss, property
damage and/or personal injury, including death, and all claims, demands and judgments therefrom, to the
extent caused by the negligent act(s) or omission(s) or intentional misconduct of Consultant, its officers,
agents, servants and/or employees. Consultant, at its own cost or expense, hereby agrees to indemnify,
defend and hold harmless the City, its officers, agents, servants and/or employees from and against any
claim, lawsuit, demand or other action to the extent that the same arises from the negligent act(s) or
omission(s) or intentional misconduct of Consultant, its officers, agents, servants or employees.
4. AGREEMENT CUMULATIVE.
This Agreement is cumulative of and in addition to any written contracts, agreements,
understandings or acknowledgments with the City signed by Contractor.
5. CONFIDENTIAL INFORMATION.
Consultant, for itself and its officers, agents and employees, agrees that it shall treat all
information provided to it by the City as confidential and shall not disclose any such information to a
third party without the prior written approval of the City. Consultant further agrees that it 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 immediately if
the security or integrity of any City information has been compromised or is believed to have been
compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, during the initial term, and until the expiration of three (3)
years after termination or expiration of this contract, have access to and the right to examine at
reasonable times any directly pertinent books, data, documents, papers and records, both hard copy
and electronic, of the Consultant involving transactions relating to this Contract. Consultant agrees that
the City shall have access during normal working hours to all necessary Consultant facilities and shall
be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, during the initial term, and until expiration of
three (3) years after termination or expiration of the subcontract, have access to and the right to examine
at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy
and electronic, 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 reasonable notice of intended audits.
7. ENTIRE AGREEMENT.
The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in
any manner except by written instrument signed by an authorized representative of both the City and
Consultant. This Agreement and any other documents incorporated herein by reference constitute the
entire understanding and agreement between the City and Consultant as to the matters contained herein
regarding Consultant's access to and use of the City's Network. Any prior or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with any provisions of this
Agreement. The signature below of an authorized representative acknowledges that the Consultant has
23
read this Agreement and agrees to be bound by terms and conditions set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this __1�day of
�U,� , 2007.
CITY OF FORT WORTH:
>
/ .
B �� ,' , � li���;�
y: �;°��c��C,, , �/ � ,�,:;.� r �,-�_
Karen L. Montgomery '` , ;
Assistant City Manager / CFO �
Date: i�-, �� = � � � i;�
�������� �� ��
���� �� ���������
��SI aTA T CiTY ATTO�iN�Y
CONSULTANT:
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By: � � � fS',�� i�
Mitt A. Salvaggio, President
Salvaggio, Teal & Associates
Date: � l � � l '�
y'� ������
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EXHIBIT E-1
EXTRANET STANDARD
Overview
The purpose of this standard is to establish the requirements under which third party organizations may
connect to the City of Fort Worth networks for the purpose of transacting City business. The standards
listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy.
Scope
Connections between third parties that require access to non-public City of Fort Worth resources fall
under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or
Virtual Privacy Network (VPN) technology is used for the connection. Connectivity to third parties such as
the Internet Service Providers (ISPs) that provide Internet access for the City of Fort Worth or to the
Public Switched Telephone Network do not fall under this standard.
Standard
Security Review
All new extranet connectivity will go through a security review with the Information Security department (IT
Solutions). The reviews are to ensure that all access matches the business requirements in a best
possible way, and that the principle of least access is followed.
Third Party Connection Agreement
All new connection requests between third parties and the City of Fort Worth require that the third party
and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement
must be signed by the Director of the sponsoring organization as well as a representative from the third
party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on
file with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be
kept on file with IT Solutions.
Business Case
All production extranet connections must be accompanied by a valid business justification, in writing, that
is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions.
Typically this function is handled as part of a third party agreement.
The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet
connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions
of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT
Solutions must be informed promptly.
Establishinq Connectivitv
Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party
are to file a new site request with IT Solutions to address security issues inherent in the project. If the
proposed connection is to terminate within a lab at the City of Fort Worth, the sponsoring organization
must engage IT Solutions. The sponsoring organization must provide full and complete information as to
the nature of the proposed access to the extranet group and IT Solutions, as requested.
All connectivity established must be based on the least-access principle, in accordance with the approved
business requirements and the security review. In no case will the City of Fort Worth rely upon the third
party to protect the City of Fort Worth's network or resources.
Modifvinq or Chanqinq Connectivitv and Access
All changes in access must be accompanied by a valid business justification, and are subject to security
25
review. Changes are to be implemented via corporate change management process. The sponsoring
organization is responsible for notifying IT Solutions when there is a material change in their originally
provided information so that security and connectivity evolve accordingly.
Terminatinq Access
When access is no longer required, the sponsoring organization within the City of Fort Worth must notify
IT Solutions, which will then terminate the access. This may mean a modification of existing permissions
up to terminating the circuit, as appropriate. IT Solutions must conduct an audit of their respective
connections on an annual basis to ensure that all existing connections are still needed, and that the
access provided meets the needs of the connection. Connections that are found to be deprecated, and/or
are no longer being used to conduct the City of Fort Worth business, will be terminated immediately.
Should a security incident or a finding that a circuit has been deprecated and is no longer being used to
conduct the City of Fort Worth business necessitate a modification of existing permissions, or termination
of connectivity, IT Solutions will notify the POC or the sponsoring organization of the change prior to
taking any action.
Definitions
Circuit
Sponsoring Organization
Third Party
For the purposes of this policy, circuit refers to the method of network
access, whether it's through traditional ISDN, Frame Relay etc. or via
VPN encryption technologies.
The City of Fort Worth organization that requested that the third party
have access to the City of Fort Worth network.
A business that is not a formal or subsidiary part of the City of Fort
Worth.
26
FORT W4RTH
EXHIBIT F
MILESTONE ACCEPTANCE DOCUMENT
Event Description
Describe the project / services that were delivered, including all products and services, documentation,
training and dates of completion.
Milestone Deliverables
Describe the product, good or service delivered for the project.
Future Work
There may be areas where there is future work to be completed or items that need to be addressed, but
do not keep the milestone from being complete.
Acknowledgment of Completion
The purpose of this document is to acknowledge the completion of the milestone. As of this date:
• All tasks have been delivered and are complete
• All appropriate documentation has been received
• Signatures authorize payment to the vendor for the milestone completion.
I have reviewed the information contained in this Project Milestone Acceptance.
Karen Montgomery — Assistant City Manager, CFO Date
Executive Project Sponsor
Pete Anderson — IT Solutions Director, CIO
IT Solutions Project Sponsor
Thomas Ortiz — STA Consulting
Project Consultant
Barbara Sharpe — IT Project Consultant
Project Manager
Date
Date
Date
Revision History
The following table describes the document's modification history for tracking purposes. Only significant
changes are shown. The version number is incremented by whole numbers following major changes.
ersion Date Modifications Changed By
1.0 06.21.05 Initial Draft BE Sharpe
27
EXHIBIT G
MILESTONE GLOSSARY
1. Action Plan
a. Kick-off Meeting to Champion the project
• What needs to happen
• Vision for the project
• How it will happen, high level timeline
• What is in it for the end users
b. Initiate organizational change management program
• Planning for transformation
• Change management "lessons learned"
• Brief informative venues/communications for educating City staff
c. Define goals to support the City's Comprehensive Plan
d. Decision making policies
2. Marketing Plan
a. Presentation for use by City or STA staff to communicate the following aspects of the ERP
project:
• Timeframe for the project
• Resource commitments
• How ERP will provide better controls
• Process integration opportunities
• Project organization and accountability structure
• WhaYs in it for me?
3. Project Plan
a. Detailed schedule
• Work breakdown structure
• Task durations
• Dependencies
• Communication activities
b. Communication plan
• Project stakeholders
• Communication type and purpose
• Delivery method
• Delivery frequency
• Effort required
• Prioritize options
c. Risk identification and mitigation plan
d. Issue Log
e. Change Management Plan
4. Business Case
a. ROI schedule
b. Cost / Benefits Analysis
• Narrative
• Cost estimates
Software
Hardware
Implementation
Upgrades
Ongoing Maintenance and Management
Training
• Benefits
System savings — replacing current systems, not implementing planned systems
Value pocket benefits — process improvements
c. Significant Assumptions
5. Requirements document
a. Functional Requirements
28
• Utilization of STA's Repository Toolset
• Compiled in matrix format for inclusion in RFP
b. Technical Requirements
c. Opportunities for Improvement
d. Interface Requirements
e. Data Conversion Requirements
6. Request for Proposal — Software Solution / Implementation
a. Procurement Strategy
b. Evaluation Guide
c. RFP for distribution
7. Procurement
a. Evaluation Plan
b. Demonstration Scripts
c. Prospective Vendor Q&A
d. Evaluation orientation
e. Receive Vendor Proposals
8. Contract Negotiations
a. Negotiation Plan
b. Software selection
c. Implementation services and team selection
d. Training services and team selection
9. Implementation
a. Software Implementation Quality Assurance
b. Infrastructure — Guidance and Quality Assurance
c. Implementation Change, Issue and Risk Management
d. Integration and Testing Quality Assurance
e. Training Facilitation Oversight
f. Go-Live Quality Assurance and Oversight
g. Post Go-Live Stabilization and Support Oversight
29
City of Fort Worth, Texas
Mayor and Council Communication
_. _ ___ z_- r==: _� .:_T ._-- � _ _
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COUNCIL ACTION: Approved on 5/29/2007 - Ordinance No. 17573-05-2007
CONTINUED FROM A PREVIOUS WEEK
DATE: Tuesday, May 22, 2007
LOG NAME: 04ERP 06-0252 REFERENCE NO.: C-22133
SUBJECT:
Authorize the City Manager to Execute a Consulting Agreement with Salvaggio, Teal & Associates
Consulting for the First Phase of the Enterprise Resource Planning Project and Adopt Appropriation
Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Approve the transfer of $1,120,000.00 from the Information Systems Fund to the Specially Funded
Capital Projects Fund for the Enterprise Resource Planning Project (ERP);
2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations by
$1,120,000.00 in the Specially Funded Capital Projects Fund from available funds; and
3. Authorize the City Manager to execute a consulting agreement for the first phase of the ERP Project with
Salvaggio, Teal & Associates Consulting (STA) in an amount not to exceed $860,450.00.
DISCUSSION:
The City desires to replace the current legacy systems used for financial and administrative purposes with
an integrated enterprise solution called an Enterprise Resource Planning (ERP) system. Many of these
systems are aging, lack desired functionality, including necessary reporting requirements, and are
insufficiently integrated. As a result, it is difficult to retrieve information in a timely manner.
On May 15, 2007, the City Council was presented an Informal Report about the current status of the
financial and administrative systems and the need for an ERP system at its Pre-Council meeting.
A Request for Proposals (RFP) was issued in November 2006, to assist the City as it embarks upon one of
the most ambitious and far-reaching business and technology transformation initiatives in its history.
Through this initiative, the City desires to replace its current collection of legacy financial and administrative
information systems with an integrated enterprise solution commonly known as an Enterprise Resource
Planning or ERP system. Accordingly, the City is seeking to engage the services of a qualified Consultant to
provide expert guidance, oversight and assistance to the City in the management and execution of this
strategic initiative. The City received seven responses to the RFP. The scope of the procurement was to
engage the services of a consultant to provide guidance, oversight, planning assistance and
recommendations to achieve the overall goal. Respondents were judged on relevant experience and
qualifications, record of satisfactory performance, proposed contract price and the ability to comply with
RFP. An evaluation team was created with representatives from the City Manager's Office, Human
Resources, Finance, Budget and IT Solutions. The process included presentations to the evaluation team
before making a selection. References were checked for the vendors who made the short list. S`alvaggio,
Logname: 04ERP 06-0252
i� ��. :': .,''.... '
Page 1 of 3
Teal & Associates Consulting (STA) has successfully engaged projects with the City of Houston, The State
of Texas Health and Human Services Commission, the State of Tennessee, the State of Kentucky and the
State of Arkansas. Other references were provided by the recommended vendor.
The ERP project shall consist of three phases:
• Phase I(Initial M&C), Planning and Acquisition Criteria — Project Start-Up, CosUBenefit Analysis, Needs
Assessment, Cost Estimates, Return On Investment, Business Case, Requirements document, RFP (for
product selection), Vendor Evaluation criteria and Vendor Selection criteria.
• Phase II, Contract Negotiations — Negotiation Plan, Software/Hardware Vendor (product) selection,
Implementation team selection and Training staff selection.
• Phase III, Implementation and Oversight — Quality Assurance, Infrastructure Guidance and Quality
Assurance, Implementation Change, Issue and Risk Management, Integration and Testing Facilitation,
Training Facilitation, Go-Live and Post Go-Live Stabilization and Support.
Successful completion of the project will require extensive City Staff involvement. The current high level
estimate targets project completion in Fiscal Year 2010-2011. The City Council will receive periodic
updates and staff will bring back appropriate funding requests for Phases II and III as part of the annual
budget process.
A project of this magnitude will require significant financial commitment from this Council and future City
Councils. For Fiscal Year 2006-07, the accounting transaction to fund the initial phase of the STA contract
and other City expenses will come from budgeted funds in the Information Systems Fund. The approved IT
Solutions Department FY 2007 budget includes $1,120,000.00. These funds will be transferred to the
Specially Funded Capital Projects Fund for a total of $1,120,000.00 to be appropriated in the project fund.
Phase One of the consulting agreement has a cost not to exceed $860,450.00. The remaining $259,550.00
in first year funds are to cover staffing costs for the project and other expenses. The project will take at
least three years to implement and it is estimated that the total cost is at least $30 to $50 million including
software, hardware, implementation services and additional authorized City staff positions (our cost
projection could vary from this estimate).
M/WBE-In accordance with City of Fort Worth Ordinance No. 15530, the City has goals for the participation
of Minority Business Enterprises and Women Business Enterprises (M/WBE) in City contracts. Salvaggio,
Teal and Associates (STA) is in compliance with the City's M/WBE Ordinance by committing to 8 percent
participation. The City's goal on this project is 10 percent.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon approval of the above recommendations and adoption of the
attached appropriation ordinance, funds will be available in the current capital budget, as appropriated, of
the Specially Funded Capital Projects Fund.
TO Fund/Account/Centers
2) C291 511010 031030078480
2) C291 511010 041030078480
2) C291 511010 131030078480
$36,624.00
$73,248.00
$36,624.00
FROM Fund/Account/Centers
1)C291 538070 0045000
3) C291 539120 041030078480
$1 120,000.00
$860 450.00
Logname: 04ERP 06-0252 Page 2 of 3
� C291 511010 141030078480 $36,624.00
2) C291 539120 041030078480 $929,380.00
2) C291 531180 041030078480 7 500.00
�� & 2� $1,120,000.00
C291 472068 041030078480
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
Karen Montgomery (6222)
Peter Anderson (8781)
Pete Anderson (8781)
Barbara Sharpe (2896)
Logname: 04ERP 06-0252 Page 3 of 3