HomeMy WebLinkAboutContract 51925 CITY SECRETARY
CONTRACT N0.�i°I a5
VENDOR SERVICES AGREEMENT
PFM Group Consulting LLC
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through the Human Resources Department of the City of Fort Worth, its duly authorized Assistant City
Manager, and PFM Group Consulting LLC ("Vendor"), a Delaware Iimited liability company, each
individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C, which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Vendor shall provide professional consulting services regarding leave benefits to City.Exhibit"A,"
-Scope of Services more specifically describes the services to be provided hereunder.Upon request of City,
Vendor or an affiliate of Vendor may agree to additional services to be provided by Vendor or an affiliate
of Vendor, by a separate agreement between the City and Vendor or its respective affiliate.
2. TERM.
This Agreement shall begin on January 30th,2019("Effective Date")and shall expire on December
31st, 2019 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial
Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms
and conditions,for up to one (1)one-year renewal options.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price
Schedule. Total payment made under this Agreement for the first year by City shall be an amount not to
exceed sixty-five thousand five hundred Dollars and 00/100($65,500.00).Vendor shall not perform any
additional services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. TERMINATION.
�0MuAL RECORD
RECEIVE endor Services Agreement PaL ^1
FEB 14 2019 's
CITY of FORT WORTH
CITY SECRETARY
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City, unless disclosure
is required by law or judicial or regulatory process.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records,of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR.
Vendor Services Agreement Page 2 of 16
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers, agents,servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subVendor.
S. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
Vendor Services Agreement Page 3 of 16
to give Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City.If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE,
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverajze and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on hired and non-owned autos used by Vendor, its employees,
agents, representatives in the course of providing services under this Agreement.
(c) Worker's Compensation:
Vendor Services Agreement Page 4 of 16
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accidentloccurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors &Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten(10)days'notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
Vendor Services Agreement Page 5 of 16
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement 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 CITY: To VENDOR:
City of Fort Worth PFM Group Consulting LLC.
Attn: Susan AIanis,Assistant City Manager
200 Texas Street Michael Nadol
Fort Worth, TX 76102--6314 Managing Director
Facsimile: (817) 392-8654 1735 Market Street
43`d FIoor
With copy to Fort Worth City Attorney's Office at Philadelphia,PA 1.9103
same address Facsimile:
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement, without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
Vendor Services Agreement Paoe 6 of 16
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at Iaw or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts Iocated 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.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
Vendor Services Agreement Page 7 of 16
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. For
the sake of clarity,any separate agreement between the City and an affiliate of Vendor shall not in any way
be deemed an amendment or modification of this Agreement.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.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b) refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, "Work Product"). Further,City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit.of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work-Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright, patent,trademark,trade secret, and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
Vendor Services Agreement Pa-e 8 of 16
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit"C".Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms "boycott Israel"and"company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not boycott Israel; and(2) will not boycott Israel during the term of the contract.
31. INFORMATION TO BE FURNISHED TO VENDOR
All information,data,reports,and records in the possession of the City or any third party necessary
for carrying out any services to be performed under this Agreement("Data") shall be furnished to Vendor
and the City shall, and shall cause its agent(s) to, cooperate with Vendor in its conduct of reasonable due
diligence in performing the services, including with respect to the facts that are necessary in its
recommendation(s)to the City in connection with a municipal securities transaction or municipal financial
product and/or relevant to the City's determination whether to proceed with a course of action. To the
extent the City requests that Vendor provide advice with regard to any recommendation made by a third
party, Client will provide to PFM written direction to do so as well as any Data it has received from such
third party relating to its recommendation. The City acknowledges and agrees that while Vendor is relying
on the Data in connection with its provision of the services under this Agreement, Vendor makes no
representation with respect to and shall not be responsible for the accuracy, adequacy or completeness of
such Data.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 5"
day of_February ,2019.
Vendor Services Agreement Page 9 of 16
(signature page follows)
Vendor Services Agreement Page 10 of 16
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By:
this contract,including ensuring all performance and
N Alanis
Name: VUSreporting requirements.
Title:. A4&9tant City Tanager
Dater B r
Y:
Name: Nathan Gregory
APPROVAL REC M NDED: Title: Assistant Director of Human Resources
APPROVED AS TO FORM AND LEGALITY:
By:
Nam . Bria icker
Tit] Rector of n Resources By: �U
Name: 7o n B.Strong
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
&C:
By. _
Name: Aar/Kays �fI
Title: City Secreta
*' 2
VENDOR:
PFM Group Consulting LLC
Name: Michael Nadol
Title: President/Managing Director
Date: _February S,2019
OFFICIAL RECORD
Vendor Services Agreement C1IV5Eb X
FT. WORTH,TX
EXHIBIT A
SCOPE OF SERVICES
The City issued an RFQ for consulting services to conduct a Leave Study of the City of Fort
Worth Employee Leave Benefits,The objective of the Study is to examine and recommend ways to
simplify and modernize the City of Fort Worth leave benefit structure for General,Police, and Fire
employees.
Contractor and any Affiliates or subcontractor will conduct the following series of activities in order to
address the above objectives for the City of Fort Worth. The activities are described sequentially and do
not necessarily follow the order of the objectives,but fully address them,
Phase 1: Data Collection
In this phase we will hold a project kickoff meeting to discuss goals, timeline and the study design,and
work with the City to collect reports,policies and analyses that provide the data required for the analysis.
We will also verify our understanding of the current benefits and preliminary reform concepts developed
by the City, as applicable. This data will include:
• Reports containing data on accumulated days of leave by leave type for each employee,
with coding indicating the type of employee (General,Fire,Police), number of years of
service,unique employee number, employee daily pay rate, and other information as
required based on kickoff meeting discussion
• Reports with data on leave usage for 2-3 recently-completed fiscal years,preferably at the
employee level (with identifiers subject to confidentiality) with the amount and length of
leave usage periods separately indicated,and with coding as described above
■ Written documentation on the source of leave benefit provisions, i.e. statute,code of
ordinances, personnel policy manual, labor contracts,etc.
• Estimates of the actuarial impact on pensions and,if applicable, OPEB
■ Previous survey data collected by the City for private and public employers
■ Our understanding is that the City has previously gathered leave benefit information for ten
Texas municipal employers, and roughly ten large private and public authority employers,
and is not requesting additional benchmarking services. We will collect this data from the
City and conduct a high-level review and validation of the data based on reasonableness,
existing benefit data in our database,and limited check against publicly available sources.
Phase 2:Data Analysis
At the beginning of this phase, we will discuss with the City preliminary benefit design reform concepts/
alternative scenarios that we understand may already have been developed internally. If Optional Task 1
is included in our scope of services, this will further inform consideration of alternatives. If not, based on
our prior experience and the City's work to date, we will have a work session with the City to identify and
agree upon I-3 alternative scenarios for analysis.
Vendor Services Agreement—Exhibit A Page 12 of 16
We will configure a model replicating current baseline results and estimating the potential multi-year
impact of the preferred scenario changes,in terms of:
■ Average leave usage per employee
■ Fiscal impact of leave usage/absenteeism
■ Average per-employee and total leave balances, by type of leave and employee
■ Annual payouts
■ Pension service impact
The estimates will be based on past experience and trends,with new terms applied. Changes in the
benefit terms may result in behavioral changes to the past patterns of leave usage, and these changes may
be difficult to predict or capture.We will note areas of potential variance.
In addition,we will interview 1-3 public sector employers that have implemented similar reforms to
review their experience with implementation,HR issues,actual cost savings,any unanticipated impacts,
etc.
We will also work to obtain indicative pricing on potential disability insurance policies,through
comparable employer data and interviews and discussions with insurance brokers and actuaries. Unless
the City wishes to proceed with a Request for Information(RFI) or other solicitation for more formal
indicative pricing, the pricing information will be rough order-of-magnitude estimates and should not be
interpreted as formal quotes.
Phase 3: Review and Present Findings
We will prepare a draft presentation document summarizing findings and estimated cost impacts of the
preferred reform scenario for discussion with the City. If,based on the draft findings and estimates,the
City is interested in testing alternative benefit terms, we will verify scope and fee modification to
reconfigure the model for additional scenarios before proceeding. Otherwise we will incorporate feedback
and finalize the report. We would be available for up to five on-site visits for kickoff and planning
meetings,facilitation sessions, and in-person presentations to appropriate stakeholders,as requested by
the City.
Professional Services Agreement
MAXIMUS Consulting Services, Inc.,Page 13 of 16
Professional Services Agreement
MAXIMUS Consulting Services,Inc.,Page 14 of 16
EXHIBIT B
PRICE SCHEDULE
The total project fees including expenses will not exceed$65,500 for the services described in Exhibit A.
We will bill for actual hours worked and actual travel and other expenses charged up to the total. We will
issue monthly bills to the City of Fort Worth—each bill for the hours accrued in the prior month.The
final invoice shall be issued after successful completion of the project work and delivery to the City.
The hourly rate for various team members for services that exceed the base project,or are agreed to in
addition to the estimates above, are presented below.
PFM Title Hourly Rate
Managing Director $325
Director/Sr.Managing Consultant $275
Senior Analyst/Analyst $225
Vendor Services Agreement—Exhibit B Page 15 of 16
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name: Michael Nadol
Position: President/Managing Director
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:_President/Managing Director—
Date: February 5, 2019
Vendor Services Agreement—Exhibit C Page 16 of 16