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HomeMy WebLinkAboutContract 45335 (2)CITV SECRETAVY , CONTRACTNO.. S 9,3 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Brio Services, LLC d/b/a Brio Consulting, LLC (the "Consultant" or "Contractor"), a Texas limited liability company and acting by and through Nancy B. Lerner, its duly authorized Chief Executive Officer each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Payment Schedule 4. Exhibit C — Milestone Acceptance Form 5. Exhibit D — Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of establishing asset and work management system related goals, objectives and standards for the Water Department, and for the development of an asset management strategy. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 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 thru December 31, 2014 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $49,700.00 in ccordance with the 1 OFFICIAL ECORD IT Professional Services Agreement Brio Consulting, LLC R '. .. _, eSE . ;_ • ditRy RECEIVED FEB 0 4 2014 1 PWORTH, TX provisions of this Agreement and the Payment Schedule attached as Exhibit `B,' which is incorporated for all purposes herein Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. 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. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, 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. IT Professional Services Agreement Revised Septemberl, 2013 Brio Consulting, LLC 5.3 Unauthorized Access. Consultant shall store and maintam 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, Consultant 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, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, 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 and work performed under this agreement, 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. 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. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC 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. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD ARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obhgations 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. IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents representatives in the course of the providing services under this Agreement. "Any vehicle ' shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100 000 Each accident/occurrence $100 000 Disease - per each employee $500 000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers Compensation Act (Art. 8308 — 1.01 et seq. Tex Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be 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 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of 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 the 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. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 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. COMPLIANCE WI1H LAWS. ORDINANCES, RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal state and local laws, ordinances, rules and regulations. If 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 IT Professional Services Agreement Revised Septemberl, 2013 Brio Consulting, LLC 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: City of Fort Worth Attn. Fernando Costa, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. Brio Consulting, LLC Attn: Nancy B Lerner 11152 Westheimer Road #685 Houston, Texas 77042 Facsimile: (713) 975-8219 Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS/l(Tvl1VIUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas If any action, whether real or asserted at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC 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, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy fires strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits 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 of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards City must give wi itten notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC 26. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City s acceptance will not be unreasonably withheld. 27. NETWORK ACCESS. Not applicable to this agreement. 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect The mediator shall be agreed to by the parties Each party shall be liable for its own expenses, including attorney's fees; however the parties shall share equally in the costs of the mediation If the parties cannot resolve the dispute through mediation then either party shall have the right to exercise any and all remedies available IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. REPORTING REOUIREMENTS For purposes of this section, the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing storage, or communication facilities that are connected or related to the device Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall mclude installation of software, hardware, and maintenance services. If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. 31. 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 Consultant whose name title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "D" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [Remainder of page left intentionally blank] IT Professional Services Agreement Revised Septemberl, 2013 Brio Consulting, LLC 10 IN W SS WHEREOF, the parties hereto have executed this Agreement in multiples this ��ay of . 20 ht. ACCEPTED AND AGREED: CITY OF FORT WORTH: By Idnaialei2Cet/+— Fernando Costa Assistant City Manager Date: ATTEST: By: Ma Kayser City Secretary APPROVED AS TO FORM AND LEGALITY: By: MAAAAA tAA 114-* Michelle Kretz Assistant City Attorney CONTRACT AUTHORIZATION: M&C: n I Date Approved: h. IT Professional Services Agreement Brio Consulting, LLC 11 NAME OF CONSULTANT: By, l GL N e: ki-?„LAt 13- Title: co C3 e: k nm —tarC rO©EL91 PE© ell InfRULtarkilkila F1, El stru J � 11 f1-►1 1,1,E EXHIBIT A STATEMENT OF WORK Proposal for Phase 1 Development of Asset Management Strategy (Fort Worth Water Department Continuous Improvement Program) by Brio Consulting, LLC Background The Fort Worth Water Department recently completed an exhaustive analysis of its performance versus that of private sector water/wastewater service providers. This analysis showed that the Department provides a high level of service and does so very cost effectively. For this the Department should be justly proud. The results of the assessment would have been different if the Water Department did not currently have an asset management program. The Department does, however, recognize that there are opportunities for improvement in the manner in which it manages the maintenance/repair/replacement cycle of its assets. Refinement of the Department's current asset management methods clearly falls into the category of "continuous improvement," to which the Department is committed. An asset management program is most effective when it provides objective evidence for strategic and tactical decisions related to the maintenance, rehabilitation, and replacement of utility infrastructure. Effective programs are designed to address the goals and objectives of the utility and are built on business practices and an organizational structure that are aligned with these goals and objectives. Technologies are configured in support of the business processes and organization. All these components (people, processes, and supporting technology) are interrelated and should therefore be considered simultaneously when designing the asset management program. The scope proposed in this document begins with the documentation of enterprise goals, objectives and standards for asset management. These lay the foundation for designing asset management business processes. By establishing consensus on the business practices and establishing a plan for project governance (organization and decision making), we begin to develop the "culture" of asset management. This scope also addresses certain high level technology considerations, including the identification of systems of record for the information essential to the asset management processes as well as conceptual plans for integration among these business applications. The business value of an asset management program depends on several factors, including: • A clear, well -understood process for evaluating asset performance, renewal and replacement needs, and maintenance strategies • Data to support renewal, replacement and maintenance decisions • Standards for describing and comparing requirements for asset renewal and replacement and for managing work for all the classes of assets the organization uses or maintains 0 Evidence People Technology Process Goals and Objectives Strategic Decisions Capital Improvement Program Operating Plan Budget Daily Operations Tactical Decisions IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC 11 • Alignment with industry leading practices to support evidence -based decisions about capital improvements and ongoing maintenance These processes and standards are the foundation for configuring enterprise asset and work management systems. Defining these processes and standards in advance of software implementation is important for several reasons. These include: • Ensuring the software is configured to support the organization's business and data requirements • Supporting communication and collaboration across different busmess units • Reducing the cost and time needed for system deployment and ongoing administration, both by providing a basic configuration framework and by reducing the complexity and volume of system interfaces, reports, and screen and database modifications needed • Guiding system governance decisions, both during the implementation process and as part of ongoing system administration and change control. When defining processes and standards, it is important to understand not only basic precepts and industry leading practices for asset and work management but also the basic functionality, strengths and limitations of the technology that will support asset and work management program. Following is an overview of an efficient, fast -track process for establishing asset and work management standards that can be used to ultimately guide technology deployment: 1. Clarify executive management's goals and objectives for the asset management program. 2. Assemble a team of representatives from all business units, including individuals responsible for asset management decisions and technical personnel responsible for supporting the work and asset management system. 3. Through a combination of training and group discussion with the team, establish a common understanding of the basic principles and leading practices for asset and work management, and communicate the organization's goals and objectives for the program. 4. Through a combination of individual consultation and team discussion, establish consensus on the Department s current asset management readiness and then identify the strategic projects necessary to achieve executive management's goals. Establish consensus on the role of technology in general, and of the work management system and GIS in particular, in supporting the program, including requirements for integration among the systems that support the asset management program. 5. Establish consensus on a governance model for the projects that will establish the asset management program. This process can be completed in a matter of a few weeks, beginning with one-on-one interviews with executive leadership followed by team discussions and consultation Project outcomes include: • Documentation of program objectives and department -wide asset and work management standards • Brief memorandum describing the current situation relative to management's goals and articulating the strategic projects needed to bridge the gap between the current situation and management's expectations. • Conceptual model of the integration of the systems identified in the memorandum. • Governance model (organizational structure and decision making processes) for the projects identified in the memorandum. IT Professional Services Agreement Revised September', 2013 Brio Consulting, LLC 12 • Recommended implementation plan and schedule for the entire asset management program, including technical work associated with the work management system, integration of GIS and introduction of new, evidence -based techniques for capital planning. Work Scope Description Brio Consulting is pleased to propose the following scope of work for establishing asset and work management system related goals objective and standards. Task 1. Clarify and Calibrate Asset Management Program Objectives and Implementation Strategy Using the 2006 Water IT Plan and the 2010 IT Master Plans as a starting point, Brio will summarize previously documented goals and objectives associated with asset management and will review and refine this summary with the Department's IT managers. In addition to this summary, Brio will document current asset management practices in each of the depat tment's divisions By way of example these include the sewer PM program in Field Operations, the Utility water main replacement decision making process and use (or not) of CapPlan and ICAP for wastewater RBA based renewal prioritization. Brio will meet individually with the Director and Assistant Directors to review this summary and solicit input on current goals, objectives and expectations for the Utility's asset management program. Based on this input, Brio will define a preliminary set of initiatives to be undertaken in the planning and implementation phases of an asset management program. Using the WIT and IT plans' success factors as a staring point, Brio will suggest a preliminary set of Key Performance Indicators associated with the program and the projects and the impact of the performance measurement element of the program on staff levels and responsibilities. Brio will facilitate a brief meeting of the executive team to present consolidated fmdings and preliminary suggestions, discuss the decision making process for asset renewal and replacement, and establish associated information requirements. This discussion will clarify how the program will support and leverage the Effective Utility Management decision making framework and support the City's Six Sigma program. Fort Worth will assemble a project team with business representatives from each division as well as technical representatives from IT Each division should identify 1-4 representatives who are familiar with the division's current asset and work management processes. The Fort Worth Project Manager will identify weeks for which the team is available to participate in workshops (prospective dates for the sessions) Brio will conduct a series of team meetings and consultation with team members to achieve the following: • • • • • Establish a common understanding of the basic principles and leading practices for asset and work management Communicate the organization's goals and objectives for the program Establish consensus on the Department's current asset management readiness Identify the strategic projects necessary to achieve executive management's goals Establish consensus on the role of technology in general, and of the work management system and GIS in particular, in supporting the program (using the WIT plan as the guide for the 'base case" implementation sequence) Task 1 Deliverables Summary of executive management's objectives for the asset management program and associated information requirements • Brief memorandum describing organizational readiness and a strategy for bridging the gap between the current situation and executive management's program objectives. • A memorandum summarizing current departmental asset management practices. • Task 2. Establish Basic Asset Management Standards that Support the Program Goals and Objectives Each division of the utility operates and maintains unique classes of assets. Although these assets have different IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC 13 characteristics and require different types of mamtenance, there are certain principles of asset management that apply throughout the department. Prior to implementation of the new work and asset management technology it is important for the divisions to agree on the basic standards and the framework within which each division can define the requirements for managing the classes of assets that it maintains. In preparation for the workshop, Fort Worth will provide Bno with lists of valid values currently used in the department's work management systems for the topic areas described below (to the extent that the systems track this information). Brio will develop a preliminary set of enterprise standards that leverages familiar nomenclature to the extent possible. Over the course of a full -day workshop, Brio will present the suggested starting points for specific standards based on leading practices and Fort Worth's asset management program goals, objectives, and data requirements, including data required for the performance management component of the program Brio will then facilitate discussion of the standards and will update the documentation interactively as the team comes to consensus on each standard. Topics for the workshop include: • • • • • • • • • • • Asset life cycle status, including synonyms and impact on functionality Asset criticality levels Asset condition ratings/levels Work order life cycle statuses, including synonyms and impact on functionality Work hold reasons Work order priority levels General work types (e.g., preventive maintenance, repairs, special projects) Service request (customer case) statuses Work order costing business rules General approach to representing organizational responsibilities General approach to location hierarchy Task 2 Deliverables • Documentation of asset and work management standards to which the project team has agreed Task 3. Discuss System Integration Requirements Brio will facilitate a half -day workshop to discuss systems of record for the information needed for the asset management program and associated integration requirements. The outcome of the workshop will be a high level IT architecture diagram that depicts the conceptual system integration points. Workshop participants will develop priorities for the various system interfaces and will identify which interfaces must be developed as part of the Maximo reimplementation and which might be deferred Task 3 Deliverable • Conceptual diagram of system integration to support asset management Task 4. Plan Project Governance Governance is a set of rules and an organizational structure for making decisions related to the implementation and ongoing administration of business applications. Effective governance is a collaborative effort between business users of the application and the technical personnel who deploy and support the technology. When an application serves multiple business units, it is particularly important to define a governance model that ensures each division's needs are addressed while controlling the cost and complexity of the implementation and ongoing support. IT Professional Services Agreement Revised September', 2013 Brio Consulting, LLC 14 Brio will conduct a half -day workshop to plan the governance model for the strategic projects outlined in Task 1. Task 4 Deliverable • Documentation of team decisions on the processes, roles, and responsibilities for implementation and ongoing administration of the systems identified in Task 2. Task 5. Develop Implementation Plan Brio will recommend a plan and schedule for implementing an asset management program, including the reimplementation and expansion of the Maximo system. This plan will incorporate the standards developed in previous tasks. Brio will submit a draft plan document and will then facilitate a half day workshop to review and refine the plan. Task 5 Deliverable • Implementation plan and schedule IT Professional Services Agreement Revised September], 2013 Brio Consulting, LLC 15 EXHIBIT B PAYMENT SCHEDULE Fee and Schedule Brio will provide the services described above for a fee not to exceed $49,700 billed monthly based on percent of work complete. 1 - Define Asset Management Program Objectives and Implementation Strategy 2 - Establish Basic Asset Management Standards 3 - Discuss System Integration Requirements 4 - Plan System Governance 5 - Develop Implementation Plan $19,700 $8,500 $6,900 $6,100 $8,500 Shortly after notice to proceed, Brio and the Water Department's Project Manager will develop a mutually agreeable project schedule. IT Professional Services Agreement Brio Consulting, LLC Revised September', 2013 16 EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone / Deliverable Ref. #: Milestone / Deliverable Name. Unit Testing Completion Date: Milestone / Deliverable Target Completion Date: Milestone / Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name. Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: IT Professional Services Agreement Revised September', 2013 Brio Consulting, LLC 17 2. Name. EXIHBIT D VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Legal Address* Services to be provided: Execution of this Signature Verification Form (` Form') 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: I�'- r 9 C 9 (ter Position: C Sign Position: Mat 6 d/e i447 3. Name. Position: Signature Name: Signature of President / CEO Other Title: Date: I / ci IT Professional Services Agreement Revised Septemberl, 2013 Brio Consulting, LLC 18