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HomeMy WebLinkAboutContract 35663 (2) TY ION CONTR ACT Y C � PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") 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 L. Montgomery, its duly authorized Assistant City Manager, and Salvaggio, Teal & Associates, a Texas Limited Partnership("Consultant" or"STA"), acting by and through Nathan Frey. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of implementing business process improvements for the City's Finance Department. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit"A," Scope of Work, more specifically describing the services to be provided hereunder. The term Consultant shall include employees, directors, officers, employees, agents or representatives. 2. TERM. This Agreement shall commence upon the last date that both the City and Consultant have executed this Agreement("Effective Date") and shall continue in full force and effect for one year following the effective date, unless terminated earlier in accordance with the provisions herein. The City shall have one option to renew this Agreement for one year. The City shall provide Consultant with thirty (30) days written notice of its intent to renew. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $300,000 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 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 Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered 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. E yAfl WON i4 Al � ��, TEX 5. 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 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, 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 additional 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. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT 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 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) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR /N CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. 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 Coverage 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) Technology Liability(Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology 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: To Salvaggio, Teal&Associates 1000 Throckmorton PMB 179, 4815 W. Braker Lane, Ste. 502 Fort Worth TX 76102-6311 Austin, Texas 78759 Facsimile: (817) 392-8654 Phone: (512)231-9212 Attn: Pete Anderson, CIO Facsimile: (512)231-9633 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 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. GOVERNING LAW/VENUE. 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. 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. [SIGNATURE PAGE FOLLOWS] INfWITNE$S WHEREOF, the parties hereto have executed this Agreement in multiples this day of 200 'L. CITY OF FORT WORTH: SALVAGGIO, TEAL&ASSOCIATES: -;YA W By. By: r Karen L. Montgomery Nathan L. Frey, Partner Assistant City Manager C Salvaggio, Teal &Associ es Date: ! �� / Date: �('��107 ATT T: ATTEST: By: By: Marty He rix City Secretary APPROVED AS TO FORM AND LEGALITY: By: Maleshi B. Farrher Assistant City Attorney CONTRACT AUTHORIZATION: M&C: (�-" I SZ5 I g Date Approved: qlq-4- ­4 U RECORD EXHIBIT A SCOPE OF WORK STA CONSULTANT OVERVIEW OF BUSINESS OBJECTIVES AND GOALS The ultimate goal of the project is to implement Business Process improvement for the Finance Department of the City (Department). The City uses a number of legacy systems for Finance, including MARS as the primary financial system along with the Fixed Assets tracking system. These systems are outdated, limited in their expansion capability, and some are failing to adequately meet the City's business needs for Comprehensive Annual Financial Reports (CAFR) Production related activities. Most of these systems are costly to maintain and require substantial staff time to monitor the systems, investigate, and correct errors. Consideration of potential process improvements and procedural changes and change management will enhance the Department's ability for CAFR production. It is anticipated that these services will span the number of months necessary until the CAFR becomes current. GENERAL OBLIGATIONS AND SCOPE OF PROJECT The Consultant will report to the Finance Director of the City and will be expected to enhance the effectiveness and success of the Finance Department by providing independent, objective and expert guidance, recommendations, oversight and assistance regarding all aspects of the CAFR production and Finance activities including: • 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 The general scope of the initiative encompasses the following major business functions: • Finance • Financial Reporting Functional areas that will be addressed are: • General Ledger •Accounts Payable •Accounts Receivable •Cash Management • Fixed Asset Management • Inventory • Project Accounting/Tracking • Grant Accounting/Tracking SERVICES Initiation and Planning - The Consultant shall initially meet with the City in Fort Worth to determine the project scope and timeline. The Consultant, with the assistance of the City of Fort Worth key Finance Department representatives, will document project processes, procedures and reporting systems. The Finance Director and the Consultant shall designate the staff with authority to approve business rules, specifications, reports, forms, documentation, and training plans. The Finance Director shall designate the staff that will be responsible for the implementation of business rules and any action items. Oversight and Guidance — The Consultant shall provide independent project oversight and change management services for the implementation of process improvements. Issue Resolution -The Finance Director and Consultant shall mutually work towards the timely resolution of issues. Any change of scope for this must be mutually agreed upon by the Consultant and Finance Director and then approved by the Finance Director. The Finance Director and/or the City of Fort Worth reserve the right to dismiss the Consultant 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 Finance Director. TASKS, DELIVERABLES,AND MILESTONES Tasks are expected to achieve the desired project deliverables that adhere to Generally Accepted Accounting Principles (GAAP) and meet certain targets and milestones for the effort. 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. ASSUMPTIONS • Consultant will track issues, action items and parking lot items. • When needed, on site office space will be provided for Consultant at the Finance 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 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 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. • 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 the Consultant will be to arrive on Monday and depart on Thursday. • STA will not be reimbursed for actual travel costs. The hourly rate is fully loaded and includes all travel and living costs. • STA will not charge for travel time. However, if Consultant 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 Finance Director, 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 criteria that will govern all aspects of the project. Conduct planning meetings as necessary with an administrative working group, which will consist of representatives from the Finance and IT departments. Provide a framework to evaluate the City's work environment and culture for acceptance to change and make appropriate recommendations. Provide documents including the potential risks, escalation procedures and resource requirements. Collect and analyze relevant data and upon completion, supply the collected data to the Finance department. Communicate progress and findings to the Project Team via email, minutes and briefings 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 Consultant will provide ongoing feedback and recommendations to the Finance Director. This should include an assessment about the knowledge/skills of the team members as related to the effort as well as the role/responsibility each team member is/should be assuming. OUT OF SCOPE Implementations of complex or replacement technology solutions are considered out of scope per the terms of this Agreement. The Consultant will only be providing guidance, recommendations, process design and oversight with respect to the statement of work. PAYMENT STRUCTURE Payments to STA will be made on a monthly basis during the engagement in accordance with the following payment schedule attached as Exhibit B. A sign-off on the invoices for services delivered will be required from the Finance Director before payment is issued. EXHIBIT B PAYMENT SCHEDULE Guidance & Oversight Time and Materials billed monthly at$143/hr, Not to exceed$300,000 annual) Expert Guidance Process Improvement and Change Management Issue and Risk Management CAFR Production Stabilization and Support Oversight City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/14/2007 - Ordinance #17700-08-2007 DATE: Tuesday, August 14, 2007 LOG NAME: 13SALVAGGIO REFERENCE NO.: **G-15819 SUBJECT: Authorize the City Manager to Execute a Consulting Agreement with Salvaggio, Teal and Associates for the Finance Business Process Improvement and Adopt Supplemental Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached supplemental appropriation ordinance increasing appropriations in the General Fund by $300,000 and decreasing the unreserved, undesignated fund balance by the same amount; and 2. Authorize the City Manager to execute a one year consulting agreement with Salvaggio, Teal and Associates (STA) for the Finance Business Process Improvement in an amount not to exceed $300,000. DISCUSSION: Due to the limited availability of the Finance Department accounting staff, the decision was made to postpone the Enterprise Resource Planning (ERP) project for two years in order to concentrate on the City's Comprehensive Annual Financial Reports (CAFRs). As a result, the ERP team developed an alternative timeline that will focus on just the HR/Payroll system needs until the CAFRs are current and work can begin on the ERP project. The ERP Principal Consultant, Salvaggio, Teal & Associates (STA) has a subcontractor with strong governmental financial and system experience that could benefit the Finance Department in the interim, while the CAFR work is being completed. This consultant will focus on automating those accounting efforts that are appropriate, institute business process improvements, as well as position the department to develop the needs requirements for a new system. The project goals are to review, improve and re-engineer accounting processes, create an automated, streamlined CAFR preparation process and establish "best practices" in Finance. It is anticipated that this contract could be extended for one additional year, which would dovetail with the start date of the ERP project, now anticipated to be March 2009. RENEWAL OPTIONS — This Agreement may be renewed once at the option of the City for a period of one year. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Finance Department and approved by the M/WBE Office because the services are from sources where subcontracting or supplier opportunities are negligible. Logname: 13SALVAGGIO Page 1 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations and adoption of the attached supplemental appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the General Fund. Upon approval, the unaudited, unreserved, undesignated fund balance of the General Fund will be $4,065,474, which is the amount available above the minimum reserve fund balance of $46,845,951 required by the City's Financial Management Policy Statements (i.e., 10 percent of the current-year adopted budget expenditures less the annual transfer from the General Fund to the Debt Service Fund). TO Fund/Account/Centers FROM Fund/Account/Centers GG01 539120 0132010 $300,000.00 Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Lena Ellis (8517) Additional Information Contact: Barbara Sharpe (2896) Logname: 13SALVAGGIO Page 2 of 2