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Contract 43436 (2)
CRY ° APY cOPStg \001 hk9a PROFESSIONAL SERVICES AGREEMENT U This PROFESSIONAL SERVICES AGREFMVIENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTFI (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and International Consulting Acquisition Corp. a Delaware corporation doing business as STA Consulting ("Consultant" or "STA") and acting by and through Nathan Frey, its duly authorized Partner, referred to separately as a "Party," referred to collectively as the "Parties." WHEREAS, the City has embarked upon a business and technology transformation initiative to replace its current collection of legacy financial and administrative information systems with an integrated enterprise solution (commonly known as an Enterprise Resource Planning or ERP System); and WHEREAS, the City has engaged the services of STA to provide expert guidance, oversight, recommendations and planning assistance to the City in the management and execution of this strategic initiative; and WHEREAS, STA will serve as the City's Principal ERP Consultant for the full ERP project Iifecycle from initiation to the implementation of an ERP system and initial project closeout. NOW THEREFORE, for the mutual covenants and considerations set forth below, the Parties hereby agree as follows: CONTRACT DOCUMENTS: The Contract Documents shall include the following: 1. This Professional Services Agreement plus any attachments hereto which shall include: a) Exhibit A — Scope of Work b) Exhibit B — Major Task Areas c) Exhibit C — Payment Schedule d) Exhibit D — Signature Authority Form The Non -Disclosure Agreement and the Limited Access Agreement which were previously executed by the parties as a part of City Secretary Contract No 37970 shall be incorporated herein by reference and applicable to this Agreement for all purposes related hereto. 2. City of Fort Worth Request for Proposal (RFP) # 10-0364, which is hereby incorporated by reference and made a part of this Agreement for all purposes herein 3 The Response to RFP # 10-0364 submitted by STA Consulting (the "Response"), which is hereby incorporated by reference and made a part of this Agreement for all purposes herein In the event of conflict among the documents, the order of precedence shall be 1) this Agreement plus any attachments; 2) RFP # 10-0364; and 3) the Response. CLARIFICATIONS: For purposes of this Agreement: • Phase 1A is in reference to "Acquisition / Planning" project activities. • Phase 1 B is in reference to "Contract Negotiations" for implementation services. • Phase 2A is in reference to the implementation of "Core" Finance Functionality. 1 07 _25-12 ;\ 1 0 ill (Cj7i.7 r-lC� ©12Fi u R19 PCB V1/9L LVEl 'TN • Phase 2B is in reference to the implementation of ' Budget Prep" Functionality • Phase 2C is in reference to the implementation of "Capital Projects Management and Procurement" Functionality. N ote: All previously created procurement document references to ERP Phase 2 shall be known as ERP Phase 2A and all references to ERP Phase 3 shall be known as either ERP Phase 2B (Budget P reparation) and ERP Phase 2C (Capital Projects Management and Procurement Functionality). PROJECT BACKGROUND: The City has several information systems that it uses for financial and administrative purposes. Many of these systems are aging, lack desired functionality and are insufficiently integrated. The City desires to replace its collection of legacy systems with an integrated enterprise solution. The integrated enterprise solution should replace as many of these legacy systems as feasible and appropriate and must also integrate with certain existing City systems in a way that is a functional enhancement to the current integration between existing legacy systems and other City systems To this end, the City is engaging the services of the Consultant to provide expert guidance, oversight, recommendations, and planning assistance in successfully achieving this ambitious and important goal, and the Parties hereby agree as follows: 1. SCOPE OF SERVICES. This project shall consist of three phases: (a) Phase 2A shall be the Advisory Services and Implementation Assistance Phase for existing Core Financial functionality; (b) Phase 2B shall be the Advisory Services and Implementation Assistance Phase for Budget P rep functionality; (c) Phase 2C shall be the Advisory Services and Implementation Assistance Phase for Capital P rojects Management and Procurement functionality, and shall be implemented only at the City's option. All services to be provided, and references herein to services to be provided as a part of Phase 2C, shall be considered optional services and such obligations shall only become binding on the Parties in the event the City chooses to exercise such option in accordance with this Agreement The parties agree that, having completed Phase 1 A and Phase 1 B, this Agreement shall be approved and executed for Phase 2A Phase 2B, and Phase 2C of the project. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit ` A " Scope of Work, specifically describing the obligations of Consultant; an estimate of time and costs for Phase 2A, 2B, and the optional Phase 2C; and Exhibit "B," Major Task Areas, which are both attached hereto and incorporated herein. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of all services contemplated herein, unless terminated earlier in accordance with the provisions of this Agreement. 2 3. COMPENSATION. The City shall pay Consultant an amount up to $4,286,802 in accordance with the provisions of this Agreement which are governed by the Payment Schedule set forth in "Exhibit C," which is attached hereto and made a part of this Agreement for all purposes. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves such additional costs for such services in writing through, its duly authorized Assistant City Manager. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION / DISPUTE RESOLUTION. 4.1. Written Notice. Subject to Section 4.4 below, the City or Consultant may terminate this Agreement at any time with or without cause and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and 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. 4.4 Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2 above, in the event of a dispute or controversy between the parties for any matters related to this Agreement, the parties shall, in good faith, exercise their best efforts to negotiate and attempt to resolve any disputes that may arise pursuant to this Agreement as set forth in this Section 4.4 as follows: (a) If either Party (the "Disputing Party) disputes any provision of this Agreement, or the interpretation thereof or any conduct by the other party under this Agreement, that party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. (b) (c) If such dispute is not resolved by the employees for the subject matter of the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of representatives below a written statement (a "Notice of Dispute") describing the dispute in detail, including any time commitment and any fees or other costs involved. Receipt by the first level of representatives of a Notice of Dispute shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. If the respective representatives cannot resolve the dispute within the given time period, the dispute shall be escalated to the next higher level of representatives in the 3 (d) sequence as set forth below. If the parties are unable to resolve the dispute in accordance with the escalation procedures set forth below the parties may assert their rights under this Agreement. Escalation Timetable (Business Days) 0 — 5th day 6th —10th day 11 th —15th day STA Representative Thomas Ortiz Nathan Frey Mitt Salvaggio City of Fort Worth Representative(s) CFW Project Manager Greg Jordan (Project Director) Lena Ellis (Project Sponsor) Pete Anderson Susan Alanis (Executive Sponsor) 4.5 Notwithstanding the fact that the Parties may be attempting to resolve a dispute in accordance with the informal dispute resolution procedures set forth in Section 4.4, the Parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. 4.6 Notwithstanding the foregoing, either Party may, before or during the exercise of the informal dispute resolution procedures set forth in Section 4.4 apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 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, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 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. 4 Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, at no cost to the City, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 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) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN 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. Unless otherwise approved or requested by the City, Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. STA Resources will be provided to the City as follows: • Nathan Frey/Thomas Ortiz — Project Partner/Director, as needed up to 50% • Kim Walker — Project Manager/Functional Lead, 100% • Charles Williams — Functional Lead, 100% • To Be Determined — PeopleSoft Functional Consultant, 100% • To Be Determined — Hyperion Functional Consultant for Phase 2B, 50% 5 Staffing substitutions must be approved by the City Project Manager, City Project Director and City Project Sponsor, trained by STA personnel and in place within fifteen (15) business days following approval In accordance with City of Fort Worth Ordinance No. 15530, the City has goals for the participation of Minority Business Enterprises and Women Business Enterprises (M/WBE) in City contracts. STA acknowledges the M/WBE goal established for this contract and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by STA may result in the termination of this agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. STA will submit information concerning the M/WBE (s) that will participate in the contract to meet the set goal. The information shall include: (1) the name address and telephone number of each M/WBE; (2) the description of the work to be performed by each M/WBE; and (3) the approximate dollar amount/ percentage of the participation If STA fails to meet the stated goal, then STA must submit detailed documentation of good and honest efforts as to why the goal was not achieved. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coveraae and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Property damage $500,000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308 — 1 01 et seq. Tex Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. (d) Professional Liability (Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit 6 11. Coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional Liability E&O Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear The term City shall include its employees, officers officials, agent, and volunteers in respect to the contracted services Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To THE CITY: City of Fort Worth 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 Attn: Greg Jordan 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: STA Consulting 4807 Spicewood Springs Road, Building 2, Suite 105 Austin, Texas 78759 Phone: (512) 231-9212 Facsimile: (512) 532-7799 Neither the City nor Consultant shall, during the term of this agreement and additionally a period of one year after its termination, solicit for employment or employ, whether as employee or independent 7 contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. CONSTRUCTION. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS / MODIFICATIONS / EXTENSTIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party 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 8 ATTEST: 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. 24. 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(s) hereto, may be executed by any authorized representative of Contractor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "D" and incorporated herein by reference. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this of CITY OF FORT WORTH: 2012. STA CONSULTING: te hL, nraSeZ ;# Susari Alanis d �Nathan L. Frey, Partner Assistant Cit Mana er tte- �°' �� STA Consultinge* 1 n'0 00° poo i'\(44* .0.44. o U ? Z2 ) % ado '� i 0 0 ° PI a oVIATTEST: /! 0_ ve a a liliATTEsi: Mary Ka er {-- '� �a.O000000 ,�y fl-t-Nr tb- 04 1 B y : City Sec etary };(1;,tc20 ,Q•lafbn APPROVED AS TO FORM AND LEGALITY: By: Males ` la B. Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION M&C: C2S(4tFC) Date Approved: (C` By: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 9 EXHIBIT A SCOPE OF WORK ERP CONSULTANTS OVERVIEW OF BUSINESS OBJECTIVES AND GOALS The ultimate goal of the City's Phase 2 ERP project is to implement an integrated Financial Management and Procurement system for the City. The City currently relies on a number of disparate legacy systems for these functions. MARS is the primary financial system, BuySpeed On-line is the procurement system, BRASS is the budgeting system, CPMS is the comprehensive capital projects tracking system, and several other applications provide inventory functionality. Additionally, many stand-alone databases are used by City departments to support functions that these central applications cannot provide. These systems are outdated, limited in their expansion capability, and in some cases are failing to meet the City's business needs. Most of these systems are costly to maintain and are insufficiently integrated. The Implementation scope of work for the City's Financial and Procurements (Finance/Procurement) systems will include development, configuration integration, testing, and deployment of the ERP system; enhancement of internal controls training and knowledge transfer; and cultural change management. The cultural change management work for the project will include organizational design activities, end user training, and leadership/organizational alignment. GENERAL OBLIGATIONS AND SCOPE OF PROJECT The Consultant will report to the Project Manager, Project Director, Project Sponsor and Executive Sponsor of the City's ERP project and will be expected to enhance the effectiveness and success of the project by providing independent, objective and expert guidance, recommendations, and implementation assistance regarding all aspects of Phase 2A, 2B, and 2C implementation activities including • Project Planning • Risk Identification and Mitigation Planning • Project Management and Control • Recommendations for continuous process improvement in the public sector environment • Configuration and modification decision assistance • Escalation Procedures • Identifying opportunities for process improvement and potential impact on City polices and procedures • Oversight of training development and delivery process • Oversight of Knowledge Transfer process • Implementation Guidance and Oversight The functional scope of the City's ERP implementation encompasses the following Finance/Procurement business functions: PHASE 2A — CORE FUNCTIONALITY • General Ledger The basic functions include general GL activities, financial controls, journal entries, month end/year end close, interdepartmental billing, cost allocation job costing and reimbursement, petty cash, financial reporting and encumbrance accounting, as well as investment cash and bank accounting and reconciliation • Budgetary Control: The basic functions include budget entry and workflow, budget maintenance and workflow, budgetary control for expenditure and revenue transactions, performance indicators, and reporting. • Accounts Payable: The basic functions include vendor maintenance, invoice and credit memo entry, invoices matching to source PO and receipts, employee expenditure reimbursement and check writing. • Accounts Receivable: The basic functions include financial controls and reporting, customer and item maintenance, customer invoices entry, cash receipts for billed and unbilled items, end -of -day deposit recording, customer accounts and credits, and Insufficient Funds (NSF) checks. 10 • Fixed Assets: The basic functions include asset additions and maintenance, asset disposition, retirement, and theft, surplus property, depreciation, physical inventory, capitalization of projects, capital leases and asset warranties. • Project Accounting: The basic functions include general project accounting, project definition, project accounting project plans and budgets, project billing and funding, periodic processing, close-out, budget control and financial controls • Grant Accounting: The basic functions include financial controls and reporting, budgetary control, grantor definition, sub recipient definition, grant applications, grant award, grant budget, grant advances, grant expenditures, pass through grant funds, grantor billing, grant in -kind and match indirect costs, grantor reports and grant close-out. PHASE 2B — BUDGET PREPARATION • Budget Preparation: The basic functions include calendar maintenance, general budget prep, revenue estimates, budget preparation guidance position based budgeting base budget, department submission, budget submissions through various phases and budget prep reporting, including preparation of the approved Final Budget Book. PHASE 2C — CAPITAL PROJECT MANAGEMENT AND PROCUREMENT FUNCTIONALITY • The City shall have the option to purchase advisory services and implementation assistance for the Capital Project Management and Procurement Functionality for the Phase 2C Option, under this Agreement. All services set forth herein in the Contract Documents related to Phase 2C shall be deemed optional, unless and until the City exercises such option. The parties will only become obligated for the services and costs set out in Phase 2C in the event the City exercises such option. The City shall have until December 5, 2014 to exercise the option for Phase 2C. The City shall give Consultant 30 day's written notice that the City wishes to exercise the Phase 2C Option, which such notice shall become an Exhibit to this Agreement and be incorporated herein by reference. The costs for Phase 2C shall be set forth in the attached Exhibit B, Payment Schedule • Project Management: The basic functions include maintenance of general project information, project approvals, project management, planning, budgeting and scheduling and construction design and bid management. • Purchasing: The basic functions include requisitions/requests, commodity/service lines, solicitation creation and issuance, vendor selection, electronic bid posting, amendments to bids, vendor responses, bid tabulation/evaluation and negotiation support, contract award, creation of purchase orders, purchase orders changes, purchase orders issuance, requisition and purchase order accounting, goods and service receipt, vendor invoice, matching and payment request information, contract administration, contract renewals, contract catalog, releases, notifications and approval work flows. Also commodity data maintenance, vendor registration, vendor master data, vendor maintenance, vendor performance, and procurement card (payment card) processing. • eProcurement: The basic functions include employee and vendor self service for requisition management, status tracking, requisition changes, vendor on line registration and bid entry. • Enhanced eProcurement Features — The basic functions include on-line invoice entry, E-Sourcing, E-Marketplaces, Vendor catalog management, and supplier relationship management. • Inventory: The basic functions include inventory activity, inventory accounting goods receipt, stock issuance, reordering, transaction processing, physical inventories and inventory reporting. SERVICES Advisory Services and Implementation Assistance — The consultant shall provide independent project oversight, quality assurance and general project management support for the implementation phase. Issue Resolution - The Project Manager, Project Director, Project Sponsor, and Executive Sponsor and Consultants shall mutually work towards the timely resolution of issues. Any change of scope for this project must be mutually agreed upon by the Consultants Project Manager, Project Director and Project Sponsor and then approved by the Executive Sponsor. The Executive Sponsor and/or the City of Fort Worth reserve the right to dismiss any employee of a contracted worker or STA employee for any reason 11 during the length of this engagement Any invoices submitted for payment must be presented to and signed by the City of Fort Worth Executive Project Sponsor. TASKS, DELIVERABLES, AND MILESTONES The Advisory Services and Implementation Assistance phase coincides with the Implementation of the ERP-Finance and Procurement Modules and is based upon the expected tasks and activities that are associated with project planning software system design, development, testing, and deployment. STA shall provide independent oversight, guidance and assistance to the City to support the delivery of the system and fulfillment of project objectives in accordance with the agreed upon project plan. The services will be provided on a time -and -materials basis. Exhibit B, Major Task Areas, documents the currently anticipated task areas where STA will be expected to provide oversight, guidance and assistance. Exhibit C, "Payment Schedule" shows the anticipated payment events per the terms of this Agreement. Areas of STA assistance include the following: 1. Project Status, Work Plan, and Resource Monitoring and Projection 2. Software Implementation Quality Assurance 3. Decision Support on Issues, Risks, Fit/Gap Closure, and Mitigation Approaches 4. Supplement City Functional Expertise 5. Monitoring Testing of the System 6. Go -Live and Post Go -Live Stabilization and Support Following execution of this contract, STA and the City may revise the task areas and milestones to develop a final project plan representative of the final project scope and timeline. ASSUMPTIONS • Consultant will track issues, action items and parking lot items. • When needed, on site office space will be provided for consultants at the project headquarters. The City will provide the following for STA staff while on site: • A cubicle/office with Internet access; • Access to a copier; • Meeting rooms when available; • Server access for storing project documentation; and • Projector for facilitated meetings. • Multiple copies of reports will be prepared at the City's expense. • Specified City staff will be reasonably available for interviews and to participate on the project as agreed upon and appropriate. • Office and meeting room space will be reasonably available on -site for project related meetings and other project related purposes. • The City will accept or reject all deliverables within ten (10) business days. The following are considered to be the normal City of Fort Worth hours of operation: Monday - Friday; 8 a.m. - 5 p.m, excluding City holidays. The City shall have sole discretion to determine whether a deliverable/milestone is complete prior to acceptance by the City; however, acceptance will not be unreasonably withheld. If a deliverable is rejected, the City will provide a written description of the defects of the deliverable(s) and STA will have ten (10) business days to either complete the deliverable in accordance with the City's notice of defect, or provide an alternative acceptable to the City. • Little, if any, administrative support will be required, but in those instances when it is required, it will be provided by the City. • The standard travel week for STA staff will be to arrive on Monday and depart on Thursday. 12 • STA will not be reimbursed for actual travel costs. The fixed cost phase and the hourly rate for time and materials phases are fully loaded and included with all travel and living costs. • STA will not charge for travel time. However, if STA staff is working on chargeable (i.e., project related) tasks while in transit or off -site, applicable time would be charged. Off -site work will be approved by the Project Manager, in advance. ACTIVITIES AND CRITICAL SUCCESS FACTORS Effective sponsorship and oversight is critical to the success of the project All planning assumptions must support the larger strategic business direction of the City. It is essential that the Consultant confirm the City's business priorities by reviewing existing business plans, interviewing key senior staff and coming to consensus with the project leadership team over the project s assumptions. Additionally, other City documents, including the City's Strategic Plan, budget, past consultant studies and systems documents, should be reviewed to gain insight into the key issues facing our organization and incorporated into City housed document archive. Conduct planning meetings as necessary with an administrative working group (hereafter referred to as the "project leadership team'), which will consist of representatives from the Finance and IT departments. It is with this group that the Executive Sponsor will provide support, establish strategic direction, maintain vision, and coordinate a comprehensive change management and cultural education program. Monitoring and evaluation of performance will be accomplished through the tracking of milestones and targets, performance tied to compensation, and analysis of user feedback. Collect and analyze relevant data and upon completion of the project, supply the collected data to the Finance, and IT Solutions departments Communicate progress and findings to the project leadership team via email, minutes and briefings on a bi-weekly basis throughout the duration of the project. Assist with the preparation of briefing materials and presentation of such to the City Manager staff, Audit and Finance Committee City Council and Employee Meetings as requested. STA will provide ongoing feedback and recommendations related to the ERP team to the Executive Sponsor, Project Sponsor, Project Director, and Project Manager. This should include an assessment about the knowledge/skills of the team members as related to the project as well as the role/responsibility matrix defining what each team member is/should be assuming. OUT OF SCOPE Implementation of the technology solutions is considered out of scope per the terms of this Agreement. STA will only be providing guidance, recommendations, quality assurance and oversight with respect to the implementation of a solution. PAYMENT STRUCTURE Payments to Consultants will be made on a monthly basis during Phase 2A, 2B, and 2C of the engagement. The payment schedule included in Exhibit C represents an estimate of the time and materials services to be provided each month during the scheduled project duration. Monthly payments will be based upon actual hours of service provided by STA. A sign -off on the services delivered by the Executive Project Sponsor will be required before payment is issued. 13 EXHIBIT B MAJOR TASK AREAS Task Area PHASE 2A.- Advisory: Services andriill pie fat) entatiori Assistance On Going Project Management Activities for Phase 2A S upport Weekly Project Team Meetings Support Steering Committee Meetings Support Status Report Compilation Monitor Issue and Risk Processes Monitor Progress on Work Plan Change Management Activities S upport Change Management Plan Development Support Knowledge Transfer Plan Development Support Communications Plan Development Support Development of Stakeholder Analysis S upport Organizational Impact Analysis S upport Training Strategy Development Review Change Management Plan Review Communications Plan Review Training Strategy Review Organizational Change Readiness Assessment Review Organizational Impact Analysis Pre -Discovery Activities S upport Chart of Accounts Redesign Review Risk Assessment and Management Plan Review Issues Management Plan Review Quality Assurance Plan Review Testing Strategy and Plans Review Project Status Report Template and Reporting Process Review Internal Control Framework Strategy Prototype I - Discovery Support Project Charter Development S upport Interface Plan Development Support Master Work Plan Development S upport Fit/Gap Process Support Data Conversion Plan Development Review Project Charter Review Fit/Gap Analysis Report Review Master Work Plan Review Data Conversion Plan Review Interface Plan Review Customization Plan General Timeframe Start End Month 1 Month 24 Month 1 Month 24 Month 2 Month 3 Month 1 Month 7 14 Task Area Prototype II - Configuration Support Core Model Testing, System Testing, and Integration Testing Review Data Modeling Review Configuration Plan Review Core Table Configuration Set Up Document Review Data Conversion from Legacy System Deliverable Review Core Model Acceptance Testing Deliverable Review Core System Testing Deliverable Review Expanded System Testing Deliverable Review Separation of Duties/Security Review Prototype II QA Report Review Knowledge Transfer Results Prototype III - Complex Extensions S upport Design, Development, and Testing of Customizations Support Development of UPK Materials S upport Development of Workflow Designs, Development, and Testing Support Expanded Conversions Review Customization Deliverable Review UPK Training Materials Deliverable Review Updates to Separation of Duties/Security Deliverable Review Application Security Plan Review Knowledge Transfer Assessments Review Prototype III QA Report P rototype IV - Environmental Adaptations and Portals S upport Unit Test Development for Reports and Queries S upport Coordination of Report and Query Acceptance Testing Support Design, Development, and Testing of Interfaces Review Knowledge Transfer Assessments Review Prototype IV QA Report P rototype V - Deployment S upport User Acceptance Testing S upport Integration Testing S upport Go -No -Go Decision Making Review Integration Testing Deliverable Review Stress Testing Deliverable Review End User Testing Deliverable Review System Testing Deliverable Review QA Report for System Readiness Review Project Closeout and Lessons Learned Post Production Support Provide Post Production Support Review Project Closeout and Lessons Learned Help Desk Support General Timeframe Start End Month 9 Month 12 Month 9 Month 24 Month 11 Month 23 Month 22 Month 24 Month 25 Month 27 15 Task Area ' PHASE 2E1-AdvisorySery ces and Im tementatian Assistance On Going Project Management Activities for Phase 2B S upport Weekly Project Team Meetings S upport Steering Committee Meetings S upport Status Report Compilation Monitor Issue and Risk Processes Monitor Progress on Work Plan Change Management Activities S upport Change Management Plan Development S upport Knowledge Transfer Plan Development S upport Communications Plan Development S upport Development of Stakeholder Analysis Support Organizational Impact Analysis S upport Training Strategy Development Review Change Management Plan Review Communications Plan Review Training Strategy Review Organizational Change Readiness Assessment Review Organizational Impact Analysis Pre -Discovery Activities S upport Chart of Accounts Redesign Review Risk Assessment and Management Plan Review Issues Management Plan Review Quality Assurance Plan Review Testing Strategy and Plans Review Project Status Report Template and Reporting Process Review Internal Control Framework Strategy Prototype I - Discovery S upport Project Charter Development S upport Interface Plan Development S upport Master Work Plan Development S upport Fit/Gap Process S upport Data Conversion Plan Development Review Project Charter Review Fit/Gap Analysis Report Review Master Work Plan Review Data Conversion Plan Review Interface Plan Review Customization Plan Prototype II - Configuration S upport Core Model Testing, System Testing, and Integration Testing Review Data Modeling Review Configuration Plan Review Core Table Configuration Set Up Document I General Timeframe Start End Month 19 Month 30 Month 19 Month 30 Month 19 Month 24 Month 19 Month 22 16 General Timeframe Task Area Start End Review Data Conversion from Legacy System Deliverable Month 20 Month 26 Review Core Model Acceptance Testing Deliverable Review Core System Testing Deliverable Review Expanded System Testing Deliverable Review Separation of Duties/Security Review Prototype II QA Report Review Knowledge Transfer Results Prototype III - Complex Extensions Support Design, Development, and Testing of Customizations S upport Development of UPK Materials S upport Development of Workflow Designs, Development, and Testing S upport Expanded Conversions Review Customization Deliverable Month 22 Month 30 Review UPK Training Materials Deliverable Review Updates to Separation of Duties/Security Deliverable Review Application Security Plan Review Knowledge Transfer Assessments Review Prototype III QA Report P rototype IV - Environmental Adaptations and Portals Support Unit Test Development for Reports and Queries Support Coordination of Report and Query Acceptance Testing Month 11 Month 23 S upport Design, Development, and Testing of Interfaces Review Knowledge Transfer Assessments Review Prototype IV QA Report P rototype V - Deployment S upport User Acceptance Testing S upport Integration Testing S upport Go -No -Go Decision Making Review Integration Testing Deliverable Month 21 Month 29 Review Stress Testing Deliverable Review End User Testing Deliverable Review System Testing Deliverable Review QA Report for System Readiness Review Project Closeout and Lessons Learned Post Production Support S rovide Post Production Support Review Project Closeout and Lessons Learned Month 29 Month 30 Help Desk Support 17 Task Area PHASE 2C:='A0".".uisory SeruiGes and lmpementa#ion Assistance On Going Project Management Activities for Phase 2C Support Weekly Project Team Meetings S upport Steering Committee Meetings S upport Status Report Compilation Monitor Issue and Risk Processes Monitor Progress on Work Plan Change Management Activities S upport Change Management Plan Development S upport Knowledge Transfer Plan Development S upport Communications Plan Development S upport Development of Stakeholder Analysis S upport Organizational Impact Analysis S upport Training Strategy Development Review Change Management Plan Review Communications Plan Review Training Strategy Review Organizational Change Readiness Assessment Review Organizational Impact Analysis Pre -Discovery Activities Review Risk Assessment and Management Plan Review Issues Management Plan Review Quality Assurance Plan Review Testing Strategy and Plans Review Project Status Report Template and Reporting Process Review Internal Control Framework Strategy Prototype I - Discovery S upport Project Charter Development S upport Interface Plan Development S upport Master Work Plan Development S upport Fit/Gap Process S upport Data Conversion Plan Development Review Project Charter Review Fit/Gap Analysis Report Review Master Work Plan Review Data Conversion Plan Review Interface Plan Review Customization Plan Prototype II - Configuration Support Core Model Testing, System Testing, and Integration Testing Review Data Modeling Review Configuration Plan Review Core Table Configuration Set Up Document Review Data Conversion from Legacy System Deliverable General Timeframe Start End Month 25 Month 42 Month 25 Month 42 Month 25 Month 26 Month 25 Month 27 Month 25 Month 31 18 i Task Area Review Core Model Acceptance Testing Deliverable Review Core System Testing Deliverable Review Expanded System Testing Deliverable Review Separation of Duties/Security Review Prototype II QA Report Review Knowledge Transfer Results Prototype III - Complex Extensions Support Design, Development, and Testing of Customizations S upport Development of UPK Materials S upport Development of Workflow Designs, Development, and Testing S upport Expanded Conversions Review Customization Deliverable Review UPK Training Materials Deliverable Review Updates to Separation of Duties/Security Deliverable Review Application Security Plan Review Knowledge Transfer Assessments Review Prototype III QA Report Prototype IV - Environmental Adaptations and Portals S upport Unit Test Development for Reports and Queries S upport Coordination of Report and Query Acceptance Testing Support Design, Development, and Testing of Interfaces Review Knowledge Transfer Assessments Review Prototype IV QA Report Prototype V - Deployment Support User Acceptance Testing S upport Integration Testing S upport Go -No -Go Decision Making Review Integration Testing Deliverable Review Stress Testing Deliverable Review End User Testing Deliverable Review System Testing Deliverable Review QA Report for System Readiness Review Project Closeout and Lessons Learned Post Production Support S rovide Post Production Support Review Project Closeout and Lessons Learned Help Desk Support General Timeframe Start End Month 27 Month 34 Month 27 Month 33 Month 32 Month 39 Month 40 Month 42 19 EXHIBIT C PAYMENT SCHEDULE Month Projected Payment Projected Amount Payment Date Aug-12 Sep-12 Oct-12 Nov-12 Dec 12 Jan-13 Feb 13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan-14 Feb 14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 $56,448 $56,448 $56,448 $56,448 $56,448 $98,784 $98,784 $98,784 $123,480 $98, 784 $98,784 $123,480 $98, 784 $105,840 $67 314 $104,711 $130,889 $104,711 $104,711 $130,889 $134,628 $134,628 $168,286 $134,628 $168,286 $115,930 $67,314 Sep-12 Oct-12 Nov-12 Dec-12 Jan-13 Feb 13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan-14 Feb 14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Aug-14 Oct-14 Nov-14 20 Month Nov-14 Dec-14 Jan-15 Feb 15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb 16 Mar-16 Projected Payment Projected Amount Payment Date $130,889 $104,711 $104,711 $104,711 $130,889 $74,794 $93,492 $74,794 $74, 794 $93,492 $56,095 $37,397 $93,492 $74,794 $93,492 $74,794 $74,794 $4,286,802 Dec-14 Jan-15 Feb 15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb 16 Mar-16 Apr-16 21 EXHIBIT D gVERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Legal Address: Services to be provided: International Consulting Acquisition Corp, dba STA Consulting 4807 Spicewood Springs Road, Building 2, Suite 105 Austin, Texas 78759 Advisory Services and Assistance for Implementation of PeopleSoft Financials and Procurement for Enterprise Resource Planning Phase 2 Execution of this Signature Verification Form (°Forme) hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution ordinance or other authorization of Company The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company, 1, Name: Nathan L. Frey Position: Partner 2, Name: Signature Name: Position: Signature Name: Position: Signature Signature of'Ptesident / CEO Other Title: Date: C e) VI� • 22 City of Fort Worth, Texas COUNCIL ACTION: Approved on 6/12/2012 DATER Tuesday, June 12, 2012 REFERENCE NO.: C-25670 LOG NAME 13STA ERP PHASE II ADVISORY SERVICES & DELIVERY ASSISTANCE S UBJECT: Authorize Execution of a Contract with STA Consulting to Provide Implementation Advisory Services and P roject Delivery Assistance for Enterprise Resource Planning Phase II in the Amount of $4 104 114.00, with an Option for the City to Obtain Consulting Services for Implementation of the Procurement Function in the Amount of $825,708 00 for a Total Project Cost in the Amount of $4,929,822.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of a contract with STA Consulting to provide implementation advisory services and project delivery assistance for Enterprise Resource Planning Phase II in the amount of $4,104,114.00, with an option for the City to obtain consulting services for implementation of the Procurement function in the amount of $825,708.00, which would result in a total project cost in the amount of $4,929,822.00. DISCUSSION: The City is currently engaged in an Enterprise Resource Planning (ERP) Phase II project to replace the City's financial systems with an ERP solution. Although Staff possesses functional expertise with the City's current systems and business processes, the City has never undertaken a large-scale ERP implementation of this nature Staff has determined that guidance from an independent consultant with ERP expertise is crucial to the success of the City's endeavor. In the implementation phase, STA Consulting (STA) will continue to serve as an independent consultant providing the following services for all Phases: • Supplement the City project management resources to facilitate an on -time and on -budget delivery of the project. • Provide functional expertise in PeopleSoft Financials, Supply Chain Management, and Hyperion Budget Planning software to ensure that the City understands the impact of key decisions and can accurately gauge progress through in-depth review of deliverables at critical project milestones and to supplement City resources in the delivery of project tasks. • Provide implementation advisory services for the system design, testing, and the roll out of the new business processes. STA will assist in the early detection of problems to avoid costly rework. • Incorporate ERP lessons learned from other STA public sector clients. On June 2, 2009, City Council approved M&C C-23563 to hire STA as the City's Principal ERP Consultant for ERP Phase II. The professional services Agreement was structured to consist of three distinct steps: Step 1: Proiect Initiation through Vendor Selection Logname: 13STA ERP PHASE II ADVISORY SERVICES DELIVERY ASSISTANCE Page 1 of 2 This step was completed in February of 2010 when Staff identified PeopleSoft as the preferred ERP solution for Finance and Procurement with plans to address the selection of a preferred implementer in a future M&C. Step 2: Contract Negotiations The City has negotiated terms for the implementation of PeopleSoft for Phase II. This negotiation is complete Step 3: Implementation Assistance Step 3 will allow STA to continue to provide expert guidance and assistance with the ERP Phase II implementation of PeopleSoft for Financials and Procurement. It is Staffs opinion that STA will continue to provide a valuable service to the City at competitive rates In an ongoing effort to ensure that STA brings value to the City and that the City is getting the best value for its dollar, Staff has done research to benchmark STA's costs relative to the marketplace and is satisfied with the proposed fees. The actual contract amount will be for $3,568,795.00 plus an option for the purchasing phase not to exceed $718,007.00, for a total contract amount up to $4 286,802. Additionally, $643,020 has been reserved in contingency for a total authorization of $4,929,822.00. M/WBE STA Consulting is in compliance with the City's MANSE Ordinance by committing to 11 percent MANSE participation level for this Agreement. The City's goal for this Agreement is 11 percent. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current capital budgets, as appropriated, of the ERP Capital Project Fund and the Specially Funded Capital Projects Fund. FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS No attachments found. FROM Fund/Account/Centers C296 539120 1310301361XX C291 539120 1310301361XX Susan Alanis (8180) Lena Ellis (8517) Greg Jordan (8843) $4.511.931.00 $417.891.00 Logname: 13STA ERP PHASE II ADVISORY SERVICES DELIVERY ASSISTANCE Page 2 of 2