HomeMy WebLinkAboutContract 53493 1 2 3 4 5 6 CITY SECRETARY
' CONTRACT NO.- 5 4 3
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VENDOR SERVICES AGREEMENT
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, and PFM
Group Consulting LLC ("Vendor"), a Delaware limited liability company. City and Vendor may each be
individually referred to as a"party"and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall consist of 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 an organizational assessment of and
recommendations regarding the City of Fort Worth's payroll operations. The assessment shall review all
aspects of the City's payroll processes and procedures,including responsibilities for payroll functions, and
include a survey of other cities' processes for these functions. At the conclusion of the evaluation,Vendor
shall prepare a final report of its observations and recommendations to correct deficiencies and to improve
the City's payroll operations overall. Exhibit "A," - Scope of Services more specifically describes the
services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on March 1, 2020 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term"). City shall have the option,in its sole discretion,to extend
this Agreement under the same terms and conditions for up to 180 days.
3. Compensation.
3.1 Fee
As full and complete compensation for the services described above and in Exhibit A,Vendor shall
be paid hourly fees in accordance with the fee schedule and Project Budget, which are attached
hereto as Exhibit "B" and incorporated herein for all purposes as though set forth at length.
Vendor's total fee for the Initial Term of the Agreement shall not exceed Forty-Eight Thousand
Nine Hundred Dollars ($48,900.00). Vendor shall not perform any additional services not
identified in Exhibit A unless City requests and approves in writing the additional costs for such
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
services in advance. Vendor shall not receive payment for any travel or other expenses under this
Agreement.
3.2 Structure of Payments
i. The Vendor will issue an invoice following completion of each task identified in Exhibit
B. Invoices shall be submitted no later than the 15th day following the completion of the task and
sent to Su pli,erinvoices(ir,fortworthtexas.gov attn.:John Samford,Financial Management Services
Department,Fort Worth,Texas 76102. Invoices are due and payable within 30 days of receipt.
ii. Along with each invoice,the Vendor shall provide the City with documentation identifying
each person who performed work on the task by name and by title and showing the number of hours
worked on the task by each person. Such documentation shall generally be sufficient to substantiate
invoices. If the City requires additional reasonable documentation, it shall request the same
promptly after receiving the above-described information, and the Vendor shall provide such
additional reasonable documentation to the extent the same is available.
iii. On full and final completion of the services,Vendor shall submit a final invoice, and City
shall pay any balance due within 30 days of receipt of such invoice.
iv. In the event of a disputed or contested billing, only the portion being contested will be
withheld from payment,and the undisputed portion will be paid. City will exercise reasonableness
in contesting any bill or portion thereof. No interest will accrue on any contested portion of the
billing until the contest has been mutually resolved.
V. For contested billings,the City shall make payment in full to Vendor within 60 days of the
date the contested matter is resolved. If City fails to make such payment,Vendor may,after giving
7 days' written notice to City, suspend services under this Agreement until paid in full, including
interest calculated from the date the billing contest was resolved. In the event of suspension of
services, Vendor shall have no liability to City for delays or damages caused to City because of
such suspension of services.
4. Termination.
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.
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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 to make full disclosure, as promptly as possible, 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. In the event disclosure
is required by law or judicial or regulatory process,Vendor will promptly notify the City if doing
so is not legally prohibited.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas, and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be
decided by City, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction.
5.3 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. Riaht to Audit. Vendor agrees that City shall,until the expiration of three (3)years after
final payment under this Agreement, 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. 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,contractors and subcontractors.Vendor acknowledges that the doctrine of respondeat superior
shall not apply as between City, its officers, agents, servants, and employees on the one hand and the
Vendor,its officers,agents,employees,servants,separate contractors,and subcontractors on the other hand.
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-
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employer or a Joint employer of Vendor or any officers, agents, servants, employees, or subcontractors of
Vendor. Neither Vendor nor any officers, agents, servants, employees or subcontractors 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 of any of its officers,agents,servants,employees,or
subcontractors.
8. Liabiliiy 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, EMPLOYEES, OR SEPARATE
CONTRACTORS OR SUBCONTRACTORS.
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 OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, OR SEPARATE CONTRACTORS OR
SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of any Vendor-provided 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 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
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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,subcontractor shall execute a
written agreement with Vendor referencing this Agreement under which subcontractor 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 Coverage 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 any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
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$100,000- Bodily Injury by accident; each accident/occurrence
$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 Reguircments
(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 voluntecrs 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 termination or cancellation due to 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.
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
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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,
subcontractors,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, SUBCONTRACTORS, OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. N ti es. 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 CITE': To VENDOR:
City of Fort Worth Michael Nadol,President
Attn: Assistant City Manager for IT PFM Group Consulting,LLC
200 Texas Street 1735 Market Street 43'd Floor
Fort Worth,TX 76102-6314 Philadelphia, PA 19103
Facsimile: (817) 392-8654 Facsimile: (215)567-4180
With copy to Fort Worth City Attorney's Office at
same address
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.
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. GoverninQ 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 law or in equity,is brought pursuant to 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.
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18. Severabilityl. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. 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 its exhibits 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. Counterparts, Electronic Signatures. 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. Electronically reproduced signatures transmitted by
facsimile or electronic mail shall be treated as originals for all purposes hereof.
24. 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.
25. 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.
26. 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
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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.
27. 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.
28. Chanae 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 may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply.Vendor acknowledges that in accordance with Chapter
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.
30. Entirety of Agreement. 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.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.
31. Affiliate Services. 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 writing, including
separate scope and compensation, between City and Vendor or its respective affiliate. For the sake of
clarity, any separate agreement between City and an affiliate of Vendor shall not in any way be deemed an
amendment or modification of this Agreement.
32. Information To Be Furnished To Vendor. All information,data,reports,and records in
the possession of City or any third party necessary for carrying out any services to be performed under this
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Agreement ("Data") shall be furnished to Vendor. Vendor may rely on the Data in connection with its
provision of the services under this Agreement and the provider thereof shall remain solely responsible for
the adequacy, accuracy or completeness of such Data.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
CITY OF FORT W RTH: VENDOR: PFM Group Consulting LLC
By: _ •-. By: -Y`'t---- '• .1�✓�
Name Kevin Gu n Name: Michael Nadol
Title: Assistant City Manager Title: President/Managing Director
Date: )cxh�, 20� Date: _01/29 12020
APPROVAL RECOMMENDED:
By:
Name: ReginaVeno
Title: Director Financial Mana ement Services--ATTEST: •,'
Name: ary Kai
Title: City Secretary 'v
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
reporting requirements.
By:
Name: John Samford
Title: Assistant Director Financial Management
Services
APPROVED AST O D LEGALITY:
By: _
Name: DenisTnAtCity
Iroy
Title: Assist A ey
CONTRACT AUTHORIZATION:
M&C: NA
OFF";��ECORVP
CITY SECRETARY
Vendor Services Agreement PageF10 of 5 � �����
EXHIBT A
SCOPE OF SERVICES
Overview
Vendor will conduct an organizational assessment of City's payroll operations, compare to peer
cities and best practices, and provide recommendations for improvements. In particular, Vendor
will perform the following tasks as detailed herein:
■ Task 1 —Develop detailed project plan
■ Task 2—Project kick-off
■ Task 3 —Project interviews with key stakeholders
■ Task 4—Benchmarking survey design and administration
■ Task 5—City data collection and analysis
■ Task 6—Develop and communicate high level findings
• Task 7 —Additional research and analysis
• Task 8 —Draft and final reports
■ Task 9—Revise and transmit final reports
Task 1 —Develop detailed project plan
Vendor's Duties:
In conjunction with the project sponsor and/or project manager, complete a project plan,
which will include an information request, a list of internal and external stakeholders to be
interviewed, peer cities for benchmarking, a project timeline and the outline of the final
report, which will contain the assessment and recommendations on improving Fort Worth
Payroll Operations and contents of project deliverables.
Deliverable: Detailed Project Plan meeting criteria described.
Task 2—Project kick-off
Vendor's Duties:
Vendor will schedule and hold a project kickoff meeting with key internal and external
stakeholders as identified in the project planning process.
City Duties:
City shall ensure identified personnel attend kickoff meeting.
Deliverable: The Kick Off Meeting and a copy of the PowerPoint that will be distributed
to all attendees after the meeting.
Task 3—Project interviews with key stakeholders
Vendor's Duties:
Vendor will schedule and conduct project interviews with key internal and external
stakeholders as identified in the project planning process.
Vendor Services Agreement—Exhibit A Page 11 of 15
City Duties:
City shall ensure identified personnel make themselves reasonably available for project
interviews.
Deliverable: Written summaries of the interviews conducted.
Task 4—Benchmarking survey design and administration
Vendor's Duties:
Vendor will benchmark the organizational structure of the payroll system for the City and
for at least 4 peer cities, as identified by City in planning process. Vendor will specifically
analyze how functional groups are clustered; what duties, responsibilities, and
number/designation of staff are involved in the process;what IT and other systems are used
in the process; and what the total per-employee cost of payroll systems is.
City Duties:
City shall respond to requests for information regarding the City's payroll system and
processes.
Deliverable: Written report containing a summary of the benchmark cities and how they
are similar or different from City; Diagram of each benchmark city's functional groups
with their duties and responsibilities and the cty's IT programs that are used in the process;
and the total cost per employee of the payroll system.
Task 5—City data collection and analysis
Vendor's Duties:
Vendor will review the City's existing organizational and staffing structure and the
interaction between the payroll function (including existing systems and processes) and
other City functions (such as Treasury, HR and IT).
City's Duties:
City shall respond to requests for information regarding the City's payroll system and
processes.
Task 6—Develop and communicate high level findings
Vendor's Duties:
Vendor will review existing performance and operational data and conduct interviews and
engage in discussion with key internal and external stakeholders regarding the data
collected in Tasks 4 and 5. Vendor will develop high level findings and hold a mid-project
meeting with City to communicate/discuss project findings and next steps.
City's Duties
City shall participate in interviews and discussions.
Deliverable: Preliminary observations and recommendations
Task 7—Additional research and analysis(Optional)
Vendor Services Agreement—Exhibit A Page 12 of 15
Vendor's Duties:
Based on the initial observations and discussions in Task 6, Vendor, in cooperation with
City,will identify any additional information that is required or desired,will gather or elicit
such additional information, and will review and analyze such data together with
previously collected information to refine and hone observations and recommendations
regarding the payroll process and systems.
City's Duties:
City shall cooperate in identifying additional data that is required or desired and will
respond to requests for such additional information regarding the City processes.
Deliverable: Updated observations and recommendations.
Task 8—Draft and final reports
Vendor's Duties:
Vendor will prepare and provide the City for review and feedback an initial draft report
detailing the data collected, observations made, and recommendations offered regarding
the City's payroll systems and processes. Vendor's recommendations will include rough
estimates for anticipated costs of implementing recommendations, suggestions regarding
how to prioritize among recommended changes, options for how implementation might be
phased across years or budgetary periods,and suggested timelines for implementation with
and without phasing. Vendor will review City feedback and revise the report accordingly.
Vendor will provide multiple iterations of revised draft reports if needed. Following
receipt of final feedback, Vendor will provide City with a finalized report that details the
data that was collected, observations that are being made, and changes that are being
recommended to improve the City's payroll systems and processes.
City's Duties:
City shall review and provide feedback regarding draft reports.
Deliverable: One or more draft reports containing the information described above as well
as a finalized report. All draft reports shall be provided electronically in Microsoft or
compatible format that the City can edit and mark up. The final report shall be provided
electronically in PDF format along with 10 printed copies.
Task 9—Revise and transmit final reports
Vendor's Duties: Vendor shall make any revisions to the Reports submitted to City and
shall send such revised reports to City.
Vendor Services Agreement—Exhibit A Page 13 of 15
EXHIBIT B
PRICE SCHEDULE
PFM proposes to use the following hourly rates for work billed on the project. These are
consistent with other project work for similar major cities throughout the U.S.:
• Managing Director: $300/hour
• Director: $275/hour
• Senior Managing Consultant: $250/hour
• Analyst: $225/hour
• Research Assistant: $125/hour
The amount of compensation to PFM for work performed under this Statement of Work will
not exceed $48,900.A project budget, including estimated breakout of staff time by position,
is provided below.
Hours by Stan Classinem on
Project Raining D&&Wdeiakd viopect Dion 0 0 2 2 0 4 S950
Project ioX Off 0 4 4 4 0 12 S3.000
Information Notm vaennews win key stakeholders 0 8 8 8 0 24 S6.000
Gathering and Benchiriafking supway desW and admistration 0 2 4 8 40 54 S8 350
Ma Is Oty data cd*chon and anel sts 0 2 4 8 20 34 SS 850
Project Findings and end corrimmicierinhiemlindings 2 4 8 8 0 22 S5 500
Recommendations Additional research and armlysts 0 2 4 8 0 14 S3 350
Dian and final reports 2 8 16 16 0 42 911400
Project Reporting Revise and transmit final report 2 4 1 6 1 8 0 1 22 1 SS 500
HOURS BY STAFF CLASSIFICATION 6 U FA To so 22H
TOTAL. s PROJECT HOURS 22%
Vendor Services Agreement—Exhibit B Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
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,PFM Group Consulting LLC
Signature
2. Name:Dean Kaplan
Position:Managing hector
Signature
3. Name:
Position:
Signature
Name:
Signature of President,PFM Group Consulting LLC
Other Title:Managing Director
Date: 01/29/2020
Vendor Services Agreement-Exhibit C Page 15 of 15