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HomeMy WebLinkAboutContract 41388-A1City Secretary Contract No. I_\►\ I �1►117u I �1►Y 1�►`[I� IrCI �7 CITY SECRETARY' CONTRACT 1`�®. 41388 PROFESSIONAL SIERVICES AGREIEI`V�[IJNT i 3S<S- R WHEREAS, the City of Fort Worth ("City") and MiPro Consulting, LLC., a Michigan Company, collectively referred to as the "parties," made and entered into City of Fort Worth City Secretary Contract ("CSC") No. 41388, ("Agreement"); and WHEREAS, the contract involves assessment of the Oracle PeopleSoft 9.1 HCM Software; and WHEREAS, the scope is limited to conducting a functional and technical assessment of the current state of the City's PeopleSoft Payroll business processes, system configuration and technical environment, and WHEREAS, the parties wish to amend the Agreement to expand the scope of services and increase the compensation for the deliverables set forth in this Amendment. NOW THEREFORE, City and Consultant, acting herein by and through their duly authorized representatives, enter into the following agreement: i1I Section 1 Scope of Services of the Agreement shall be modified to extend the services to include extended number of interviews with staff, additional labor hours to complete the review and analysis of the software, and presentation of fmdings and recommendations. 2. Section 3 Compensation is hereby amended to increase the amount to $61,140.00, inclusive of all services and expenses. OF'FICIAI/, R� I��CORD 3. All other provisions of the Agreement that are not expressly amended herein shall remain in full force and effect. Executed on this V&f My of rV ir 2011. CITY OF FORT WORTH: Assistant City Manager Date. MIPRO CONSULTING LLC0 By: Managing Partner Date: I ATTEST: ATTEST: Marty Hen�l'li� City Secretary LEGALITY: B. Fai�rner Assistant City Attorney Contract Authorization: Date Approved. ' OFFICIAL Ri:CORD CITY SECRETq WORM, TX M&N :ev�•:r:, Official site of the City of Fort Worth, Texas • � • . 1' 1' COUNCIL ACTION: Approved on 3/8/2011 04ERP PHASE I DATE: 3/8/2011 REFERENCE NO.: C-24778 LOG NAME: ASSESSMENT BY MIPRO CONSULTING CODE: C TYPE: NON -CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the City Manager to Execute Amendment No. 1 to City Secretary Contract No. 41388 in the Amount of $12,000.00 for MIPRO Consulting in Support of Assessing the City's Use of Oracle PeopleSoft 9.1 HCM Software, thereby Increasing the Total Contract Amount to $61,140.00 RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute Contract Amendment No. 1 to City Secretary Contract No. 41388 in the amount of $12,000.00 for MIPRO Consulting in support of assessing the City's use of Oracle PeopleSoft 9.1 HCM software, thereby increasing the total contract amount to $61,140.00. DISCUSSION: On October 18, 2010, the City replaced its legacy Human Resources (HR) and Payroll systems with a new PeopleSoft system (commonly known as ERP Phase I for HR/Payroll). In January 2011, the City engaged MIPRO Consulting, an Oracle Platinum Partner, to conduct an assessment of the City's use of Oracle PeopleSoft 9.1 HCM software. The initial Professional Services Agreement obligated MIPRO to perform a functional and technical assessment of the current state of the payroll business processes, system configuration and technical environment. The deliverables defined in the agreement include a findings and recommendations report identifying any problems or issues discovered along with a remediation plan listing all specific, measurable, relevant and actionable items to make the necessary corrections. This M&C authorizes Contract Amendment No. 1 for an expanded scope of work. The additional scope of work includes an extended number of interviews with staff, additional labor hours to complete the review and analysis, and additional expenses associated with MIPRO representatives returning to Fort Worth to present findings and recommendations to the City Council. The original contract fee was $49,140.00, with the addition of this $12,000.00 contract amendment the total cost is $61,140.00. M/WBE - A waiver of the goal of M/1/VBE subcontracting requirements was requested by the IT Solutions Department and approved by the M/VVBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. http://apps.cfwnet.org/council_packet/mc review.asp?ID=14947&counaldate=3/8/2011 (1 of 2) [3/9/2011 2:51:24 PM] M&C Rev�.ra FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. TO Fund/Account/Centers Submitted for City Manager's Office by Originating Department Head: Additional Information Contact: ATTACHMENTS FROM Fund/Account/Centers PI68 539120 0045021 Karen Montgomery (6222) Pete Anderson (8781) Gary Goforth (2493) $1,2,000.00 http://apps.cfwnet.org/council_Packet/mc review.asp?ID=14947&coundldate=3/8/ZOSi (2 of 2) [3/9/2011 2:51:24 PM) City Secretary Contract No. 1 i 2S This PROFESSIONAL SERVICES AGREENIFNT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "Cit 'or "Client"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Coun es, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, ; d MiPro Consulting, LLC ("Consultant"), a Michigan Company, and acting by and through Jeffery V.'Micallef, its duly authorized Managing Partner. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the Ci�y with professional consulting services, comprised of conducting an assessment of the City's use lof Oracle PeopleSoft 9.1 HCM software and providing recommendations, all as listed in Exhibit A. 14tached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope olfj Work, more specifically describing the services to be provided hereunder. If there is any conflict etween this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. 2. TERM. This Agreement shall commence upon Janu; ry 21, 2011 ("Effective Date") and shall expire when all services contemplated under this Agreement E. a complete, but no later than March 15, 2011 ("Expiration Date"), unless terminated earlier in accorda ce with the provisions of this Agreement or otherwise extended by the parties. 3. COMPENSATION. The City shall pay Consultant an amount o1`� S4S,140 USD in accordance with the provisions of this Agreement. Consultant shall not perform ai�ly 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. 4.1. Written Notice, The City or Consultant may terminate this Atreement 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 ire 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 have been appropriated. 4.3 Duties and ObIiQ�itions of the Parties. In the event that this Agreement is terminatecLprior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effet;�ive 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. 5. Consulting Agreement MiPro Consulting LLC Page 1 of 9 City Secretary Contract No. 41 n Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Co n :Itant's services under this Agreement. In the event that any conflicts of interest arise after the Effect ve Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City i writing. Consultant, for itself and its officers, agent% information provided to it by the City as confide party without the prior written approval of the C a secure manner and shall not allow unauthor City Information in any way. Consultant shall n City information has been compromised or is b 6, RIGHT TO AUDIT. Consultant agrees that the City shall, until the contract, have access to and the right to ex; documents, papers and records of the consul additional cost to the City to the extent necess; Consultant agrees that the City shall have Consultant facilities and shall be provided ad audits in compliance with the provisions of t advance notice of intended audits, 7, INDEPENDENT CONTRACTOR. su ag and employees, further rees that it shall treat al{ ial and shall not disclose any such information to a third Consultant shall store and maintain City Information in :d users to access, modify, delete or otherwise corrupt ty the City immediately if the security or integrity of any ad to have been compromised. piration of three (3) years after final payment under this line at reasonable times any directly pertinent books, nt involving transactions relating to this Contract at no r ko confirm Consultant's compliance to this Agreement. :cess during normal working hours to all necessary luate and appropriate work space in order to conduct i section. The City shall give Consultant reasonable It is expressly understood and agreed that Co�suttant shall operate as an independent contractor as to all rights and privileges granted herein, and no, as agent, representative or employee of the City. Subject to and in accordance with the conditions and rovisions of this Agreement, Consultant shall have the exclusive right to control the details of its open ions 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.. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND (INDEMNIFICATION. 8.1 CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE PROPERTY LOSS, TANGIBLE PROPERTY :DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS QFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY ANO ALL CLAIM$ OR LAWSUITS FOR EITHER TANGIBLE PROPERTY DAMAGE OR LOSS AND/OR PERSONAL., INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER I WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMI NT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASAItI; E OF CONSULTANT, ITS OFFICERS, AGENTS, Consulting Agreement MiPro Consulting LLC Page 2 or 9 SERVANTS OR EMPLOYEES. 8.3 EXCEPT FOR OBLIGATIONS PURL NEITHER PARTY'S LIABILITY FOR CLAIM AGREEMENT SHALL EXCEED THE FEES P TO CONSULTANT; AND (II) NEITHER I INCIDENTAL, SPECIAL, OR CONSEQUENT LOST DATA OR LOST PROFITS, HOWEVE POSSIBILITY OF SUCH DAMAGES, City Secretary Contract No. 't I J p IANT TO SUBSECTIONS 8.1 AND 8.2 HEREIN: (1) I ARISING OUT OF OR RESULTING FROM THIS ID PURSUANT TO THIS AGREEMENT BY THE CITY ►RTY SHALL BE LIABLE FOR ANY INDIRECT, 1L DAMAGES, INCLUDING BUT NOT LIMITED TO ARISING, EVEN IF IT HAS BEEN ADVISED OF THE 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement except as may be set forth in Exhibit A hereto, without the prior written consent of the City. If the City grants consent to an assignment, the assignel shall execute a written agreement with the City and the Consultant under which the assignee agrees o be bound by the duties and obligations of Consultant under this Agreement. The Consultant and A signee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the (City grants consent to a subcontract, such permitted subcontractors shall be subject to the duties aj d obligations of Consultant under this Agreement as such duties and obligations may apply, and Consi �ltant shall be liable for the acts and omissions of such subcontractor while performing obligations pursuant to this Agreement as if such acts or omissions were those of Consultant. 10. INSURANCE. 10.1 The Consultant shall carry the followinl� insurance coverage with a company that is licensed to do business in Texas or otherwise approved by tho City: (a) Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence. (b) Automobile Liability Insurance with a o�mbined limit of not less that $1,000,000 per occurrence. (c) Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. (d) Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. (e) Any other insurance as required by City as set forth in Exhibit A. 10.2 General Insurance Requirements: ( a) All applicable policies shall name the City as an additional insured thereon as it relates to damages resulting from a breach by Consultant of Consultant's obligations pursuant to this Agreement, 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 the City of Fort Worth. (c) 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. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to tha 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. Consulting Agreement MiPro Consulting LLC Page 3 Of 9 City Secretary Contract No, E �� (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) 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. 11. Consultant agrees to comply with all applicaole federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of a6y violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and ojrrect the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representati 13. NOTICES. us Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn: Karen L. Montgomery 1000 Throckmorton Fort Worth TX 76102 Facsimile: (817) 39M134 TO CONSULTANT: Name: MiPro Consulting, LLC Attn% Jeff Micallef Address: 1100 Corporate Office Dr., Suite 100 City, State, Zip Milford, MI 48381 Facsimile: (248) 684-1977 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';; employer. 15. GOVERNMENTAL POWERS. Consulting Agreement MIPro Consulting LLC Page 4 0/9 City Secretary Contract No. q )s R 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 grantecll 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 accorconce with the internal laws of the State of Texas, if any action, whether real or asserted, at law or in a uity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in T rrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Divisibn. 18. SEVERABILITY. If any provision of this Agreement is held to b� invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall rjot in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise all comrtiercially reasonable efforts to meet their respective duties and obligations as set forth in this Agree on:# 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, loi*outs, 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. No amendment of this Agreement shall be binding upon a party hereto unless such 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 a hibits 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. Consulting Agreement MiPro Consulting LLC Page 5 of 9 24. SIGNATURE AUTHORITY. The person signing this agreement hereby w, agreement on behalf of the respective party, 2 order, resolution, ordinance or other authorizai this warranty and representation in entering Im A this Agreement shall have the same effect w 25. NETWORK ACCESS. City Secretary Contract No, 41 t 3� rrants that he/she has the legal authority to execute this d that such binding authority has been granted by proper on of the entity. The other parry is fully entitled to rely on this Agreement. A fully executed faxed or scanned copy an original. If Consultant requires access to the City's o mputer network in order to provide the services herein, Consultant shall execute the Network Access, Agreement which is attached hereto as Exhibit "B" and incorporated herein for all purposes, i i [SIGNATU�tE PAGE FOLLOWS] Consulting Agreement MIPro Consulting LLC Page 6 of 9 , I't' ^ i` Executed in multiples this the S� day AGREED: CITY OF FORT WORTH: Montgomery" ManagerNssistant City ) A' Secretary APPROVED TO FORM AND LEGAL a leshia B. armer Assistant City Attorney CONTRACT AUTHORIZATION: MBC: _None required_ Date Approved: Consulting Agreement MiPro Consulting LLC Page 7 of 9 r!� i City Secretary Contract No. 20� AGREED: MIPRO CONSULTING, LLC: Titi6,2 x By• Yl�3t� A Name Title LENORE S. LITWIN NOTA8y PUBLIC - STATE OF MICHIGAN COUNTY OF OAKLAND MY COMMISSION EXPIRES APRIL 6, 2015 City Secretary Contract No EXHIBIT A STATEMENT OF WORK Consulting Agreement MIPro Consulting LLC Page 2 of 9 Statement of Work This Statement of Work ("SOW") is made as of MiPro Consulting, L.L.C. ("MiPro" or "Consultant situated in portions of Tarrant, Denton and W incorporated by reference into the Professional 2011. 1. Generallnformation: anuary 21, 2011 ("SOW Effective Date") by and between and City of Forth Worth a home rule municipal corporation Counties, Texas (the "City" or "Client"). This SOW is ces Agreement between the parties dated January 21, MiPro Project Manager Name, Anne Meyer Address: 1100 Corporate Office Dr., Suite 100, Milford, MI 48381 Phone: 650438-3218 Fax: 248-684-1977 E-mail: anne.meyer@miproconsulting.co m Customer Project Manager Name: Karen Montgomery Address: 1000 Throckmorton Street Fort Worth, TX 76102 Phone: 817-392-6222 Fax, 817-392-6134 E-mail: Karen. Montgomery@fortworthgov. or Customer Billing Contact Name: Karen Montgomery Address: 1000 Throckmorton Street Fort Worth, TX 76102 Phone: 817-392-6222 Fax: 248-684-1977 E-mail: Karen.Montgomery@fortworthgov, org Primary Site where Services are to be Performed Address: 1000 Throckmorton Street Fort Worth, TX 76102 Software, Oracle/Pee IeSoft Payroll 9.1 2. Services to be Performed: Subject to those terms terms and conditions set forth in the Professional Services Agreement (the "Agreement") and herein, I►tliPro shall provide Customer with advice and consultation services as set forth below ("Services"). Services may occur at the Primary Site set forth above or other sites within three miles radius of Primary Site. MiPro shall have no obligation to perform Services past the Expiration Date of the Agreement. Scope and Approach MiPro will perform a functional and technical ;assessment of the current state of the PeopleSoft Payroll business processes, system configuration and technical environment, This assessment will include a summary review and assessment of the total Payroll environment as necessary, including all key aspects related to gaining a consistent successful production payroll system and process such as the steps from entry of time through creation of paychecks and direct deposits. MiPro will also review appropriate related PeopleSoft Enterprise Humar Capital Management solutions (HCM), including but not limited to Human Resources, Benefits Administration, and PayrcM, etc, and Time & Labor business processes limited to ascertaining root cause(s) to the identified payroll Issues. The outcome is contingent upon the City's participation in interviews of the following personnel: 1! 42 /2011-1124<241-�, 10:24:54 AM8:24:23-AM P�gie 1 of 3MiPro SOW -City of Fort Worth 1-21.11 FinalMiP�©-SEW-- Gity oEFert WoNh-1-�1-1�-Erevisei� {�) • Personnel within the Ciiy's executive level management group (one interview of 6-10 City employees to be determined by the City based on availa$ility — This shall be the first interview in the process) • Project Manager • Payroll Manager • Technical lead(s) associated with payroll` HCM and Time & Labor customizations, interfaces and processing • Technical resource with detailed understanding of payroll processes and any associated interfaces • Personnel within Police timekeeping group) (one interview with group of personnel not to exceed three) • Additional HCM, Payroll and Time & Laboil resources performing key activities as identified through the interview process and agreed upon with client Rapid turnaround of requested documentation, reports, and the appropriate level of access to the PeopleSoft HCM environment that is a copy of the production environment currently deployed. The modules and level of access in this environment is the following: • Read access to the current copy of production environment for HCM, Payroll and Time and Labor for all setup and employee tables • Read access to PeopleSoft architecture • Read access to any customizations • Read access to PeopleSoft query or SQL 0gainst the current production copy HCM database • Other infrastructure read access as identified through the interview process and agreed upon with client All requests for interviews and information (documentation) will be communicated to city staff with an advance notice of minimum one business day to keep this eview process from being invasive and negatively impacting the city's overall productivity. The following tasks and deliverables are included in this assessment. • Gain detailed information on the payroll errors being encountered {type of error and number of employees affected) • Schedule and conduct interviews with key functional and technical members and subject matter experts to: o Further clarify the issues o Gain an understanding of ern3-to-end business processes that affect payroll, o Exact business processes which will be reviewed will be determined during and as a result of the interviews of client personnel. o Identify any unique processing requirements of the police department, including exception processes • Conduct review of application configuration that may impact payroll processing, as necessary. o Customizations that may imP* payroll processing o Interfaces and workflow in support of payroll processing o Hardwarelapplication environment current usage, as it may relate to issue resolution o Training and procedural doctxnentation o Organization and staff readiness, to support successful PeopleSoft payroll production 3. Deliverables: Subject to those terms and conditions set forth in the Professional Services Agreement and herein, MiPro shall provide Customer with the�following Deliverables. A Findings and Recommendations document willbe delivered approximately a week to 10 days after the assessment. The report will identify any problems or issues discovered, along with a remediation plan 1/24/2011 W24/2011, 10;24;54 AM0-.24-.,23-AAA P;)Oe 2 of 3M(Pro SOW - City of Fort Worth 1-21-11 FinalMiP*©-50w--04y of Fort WOFtfl-1-21-11- (fAvisFKl)-(2 (roadmap) listing all specific, measurable, relevant and actionable items (steps) to make the necessary corrections. 4. Potential Team Members: The following are the proposed roles for this engagement. Appropriate individual consultants will be confirmed upon exec:Ution of this agreement: (1) Senior Payroll Functional Lead (1) Senior Payroll Technical Lead 5. Fees, Payment: Client shall pay MIPRO a Fr; ed Fee for this project of $49,140.00 USD, all Inclusive. All fees are due in US dollars and within thirty (30) lays of invoice date. Total Fees: a49,140 USD. 6. Duration of Assessment: The planned start date is Tuesday, February 8, 2011 and the planned end date is Thursday February 22, 2011. Services will be p rformed on -site at 8 hours per day except services will only be provided on February 12, 2011 and February 13, 2011 as needed, and no services will be provided on February 19, 2011 or February 20, 2011. 7. Expiration of Offer: The offer set forth in this :SOW is valid only through January 25, 2011. If this SOW is not executed by such date, the offer is rescinded, acid all terms are null and void. The undersigned each represent and warrant to the other that (1) the signatory is an authorized representative of the party on whose behalf the signatory is exe uting this SOW and (if) that each has the authority to bind his or her respective party; and (iii) that each under4tands that this SOW will be integrated into the Professional Services Agreement and that an Agreement will thereby be formed; and (iv) that each signatory hereby intends to bind his or her respective party io the terms of the /agreement. City of Fort Worth: Authorized Signature (J �3 Karen L. Montgomery � if/ Assistant City Manager Printed Name and Title Printed Name and Title 1/24/2011 �24/201-a, 1 4M P2$e 3 0( 3MiPro 50W - Clty of Fort Worth 1-21-11 FinalMiP�c��E?W -pity-et-€erg Wortq-l-�1-t1-(revised}(2j rN�+e NETWORK Consulting Agreement MiPro Consulting LLC Page 3 of 9 City Secretary Contract No. �1' ESS AGREEMENT NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGRE between the CITY OF FORT WORTH (" location at 1000 Throckmorton Street, Fort Texas and situated in portions of Tarrant, LLC with its principal location at 1100 Corp 1. The Network. The City owns and of the "Network"). Contractor wishes to access that certain Professional Services Agreemen the necessary support, Contractor needs ac Contractor requires access, i.e. Internet, Intrar 2. Grant of Limited Access. Contract Network for the sole purpose of providing, conditions forth in this Agreement and appli, (Electronic Communications Resource Use incorporated by reference and made a part upon request. NT ("Agreement") is made and entered into by and ), a home rule municipal corporation with its principal Texas 76102, organized under the laws of the State of on and Wise Counties, Texas, and MiPro Consulting, Office Dr., Suite 100, Milford, MI 48381, ("Contractor"). 'rates a computing environment and network (collectively the City's network in order to provide services pursuant to dated January 21, 2011 ("Services"). In order to provide ess to (description of specific Network systems to which at, email, HEAT System, etc.]. is hereby granted a .limited right of access to the City's vices. Such access is granted subject to the terms and ale provisions of the City's Administrative Regulation D-7 olicy), of which such applicable provisions are hereby this Agreement for all purposes herein and are available 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each indi%'Wual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) ear from the date of this Agreement. If this access is being granted for purposes of completing service$ for the City pursuant to a separate contract, then this Agreement will expire at the completion of th(I contracted services, or upon termination of the contracted services, whichever occurs first. This AgreerriOnt will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal, At they end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met; 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on .an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of tNs Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreemelt. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this A, reement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. Vendor Network Access Agreement Rev. 12/2 I /20 I 0 6. Termination. in addition to the other this Agreement at any time and for any rew Upon termination of this .Agreement, Contrac software provided by the City from all com officers, agents, servants. employees and/or r 7. Information Security. Contractor a<, accepted security practices to protect the Ne, from unauthorized disclosure and use. Contra a breach or threat of breach which could com limited to, theft of Contractor -owned equipme or resignation of officers, agents, servants, i Network credentials, and unauthorized use or ghts of termination set forth herein, the City may terminate >n with or without notice, and without penalty to the City. ►r agrees to remove entirely any client or communications uting equipment used and owned by the Contractor, its presentatives to access the City's Network, es to make every reasonable effort in accordance with irk credentials and access methods provided by the City �r agrees to notify the City immediately upon discovery of se the integrity of the City's Network, including but not that contains City -provided access software, termination ployees or representatives with access to City -provided aring of Network credentials. 8. LIABILITY AND INDEMNIFICATION.,�CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAN INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, Ili,,FOR OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, THE CITY, ITS OFFICERS, AGENTS, SERFNTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MA'INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRA(OR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURETAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, II CLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE E)y ENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSIONS) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CrNTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEM41FY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS ANWOR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND Oft OTHER ACTION tO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) 014 INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Informatlon. Contractor, for itself and its officers, agents, employees, and representativesI agrees that it shall treat a!I information provided to it by the City as conTidentiai and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, iyf the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be Ixovided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended ;Audits, Contractor further agrees to include in all its subcontractor agreements hereunder a proviWon to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terns, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, p;4pers and records, both hard copy and electronic, of such subcontractor involving transactions related tp the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and Vendor Network Access A;reement 2 MIPro Consulting, LLC Rev. 12/21 l20 I 0 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. 11. Agreement Cumulative. This Agre contracts, agreements, understandings or a Agreement and any other documents it understanding and Agreement between the regarding Contractor's access to and use of tl sment is cumulative o1 knowledgments with the :orporated herein by City and Contractor as City's Network, and in addition to any written City signed by Contractor. This reference constitute the entire to the matters contained herein 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any marine - except by written instrument signed by an authorized representative of both the City and Contractor.; 13. Assiranment. Contractor may not a►Psign or in any way transfer any of its interest in this Agreement. Any attempted assignment or traripfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this F� reement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the regaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall e��Cercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, jut shall not be held liable for any delay or omission in performance due to force majeure or other bauses beyond their reasonable control (force majeure), including, but not limited to, compliance with 4ny government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lolkouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law /Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any ac#ion, 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. 17. Signature Authority. By affixing a ;signature below, the person signing this Agreement hereby warrants that he/she has the legal authority tcI bind the respective party to the terms and conditions in this agreement and 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. The other party is fully entitled to rely on this warrs:nty and representation in entering into this Agreement. ACCEPTED AND AGREicD: CITY OF By: ACM Name Assistant City Date: / By: By: Vendor Network Access Agreement MiPro Consulting, LLC 3 Rev, 12/21/2010 Assistant City Attorney M & C: none required Vendor Network Access At�eement 4 MiPro Consulting, LAC Rev. 12/21/2010