Loading...
HomeMy WebLinkAboutContract 61671Professional Services Agreement Page 1 of 11 Athenian Group, LLC PROFESSIONAL SERVICES AGREEMENT _____________________________________________________________________________ This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into by and between the CITY OF FORT WORTH (“City”), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and ATHENIAN GROUP, LLC (“Vendor”), a Texas limited liability company, acting by and through its duly authorized representative, each individually referred to as a “party” and collectively referred to as the “parties.” 1.Scope of Services. This Agreement is for a property management assessment and asset management strategic planning (the “Services”), as set forth in more detail in Exhibit “A,” attached hereto and incorporated herein for all purposes. 2.Term. The term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City’s Assistant City Manager (“Effective Date”), unless terminated earlier in accordance with this Agreement (“Term”). 3.Compensation. 3.1 Total compensation under this Agreement will not exceed Eight Hundred Forty- Seven Thousand Five Hundred Thirteen Dollars and 00/100 ($847,513.00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit “A.” 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days’ written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to Professional Services Agreement Page 2 of 11 Athenian Group, LLC the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City (“City Information”) as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will 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, Professional Services Agreement Page 3 of 11 Athenian Group, LLC employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will 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 contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, 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 VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION – Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City’s use of the software or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City’s interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City’s Professional Services Agreement Page 4 of 11 Athenian Group, LLC assumption of payment of costs or expenses will not eliminate Vendor’s duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, 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 documentation with equally suitable, compatible, and functionally equivalent non-infringing software and documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. “Any vehicle” will be any vehicle owned, hired and non-owned. (c) Worker’s Compensation: Professional Services Agreement Page 5 of 11 Athenian Group, LLC Statutory limits according to the Texas Workers’ Compensation Act or any other state workers’ compensation laws where the Services are being performed Employers’ liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): Applicable N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must 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 must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers’ compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days’ notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days’ notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. Professional Services Agreement Page 6 of 11 Athenian Group, LLC 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor 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 City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor’s duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives; or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Marilyn Marvin, Interim Director Property Management Department 908 Monroe Street Fort Worth, Texas 76102 With copy to: City of Fort Worth City Attorney’s Office Attn: Matthew A. Murray 100 Fort Worth Trail Fort Worth, Texas 76102 To VENDOR: Athenian Group, LLC Attn: Bobby Dixon, President and CEO 4201 Main Street, Suite 222 Houston, Texas 77002 14. Solicitation of Employees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. Professional Services Agreement Page 7 of 11 Athenian Group, LLC 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor’s respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will 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 will 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 will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, “Force Majeure Event”). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party’s performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will 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 will not be employed in the interpretation of this Agreement or Exhibit “A.” 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor’s Professional Services Agreement Page 8 of 11 Athenian Group, LLC option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR’S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, “Work Product”). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” Professional Services Agreement Page 9 of 11 Athenian Group, LLC and “company” has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Professional Services Agreement Page 10 of 11 Athenian Group, LLC IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: By: ___________________________ Name: Dana Burghdoff Title: Assistant City Manager Date: ___________________________ Vendor: By: ___________________________ Name: Bobby Dixon Title: President and CEO Date: ___________________________ FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: ______________________________ Name: Marilyn Marvin Title: Interim Director, Property Management Department Approved as to Form and Legality: By: ______________________________ Name: Matthew A. Murray Title: Assistant City Attorney Contract Authorization: M&C: 24-0501 / June 11, 2024 Form 1295: 2021-744793 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: ______________________________ Name: Ricky Salazar Title: Assistant Director Property Management Department City Secretary: By: ______________________________ Name: Jannette S. Goodall Title: City Secretary Professional Services Agreement Page 11 of 11 Athenian Group, LLC EXHIBIT A SCOPE OF SERVICES ATHENIAN GROUP, LLC 420 Throckmorton Suite 200 | Fort Worth, TX 76102 4201 Main St. Ste 222 | Houston, TX 77002 2450 Colorado Ave. Suite 100 E. | Santa Monica, CA 90404 BOBBY DIXON President & CEO | info@atheniangroup.us | 832.520.1295 WISE COUNSEL. SUSTAINABLE RESULTS. 6/1/2024 Attachment A: Scope of Work For 23-0093 PROPERTY MANAGEMENT ASSESSMENT 281.214.2797 420 Throckmorton Ste200 |Fort Worth, Tx 76102 2 IMPLEMENTATION PLAN 6/6/2024 Overview We have organized our approach to the property management assessment to align with the responsibilities outlined in the Scope of Services, grouping activities where possible to drive efficiency and minimize duplication of effort on the part of the staff. Our approach to strategic assessment of asset management functions the Asset Management Reference Model (AMRM)is founded on the leading practices of ISO 55000 and the IAM, and has been refined through real-world application. Throughout, we have integrated lessons learned from previous asset management maturity assessments, to help maximize the value that the City receives from this undertaking. This includes regular reporting and consultation with the City, not only to validate that deliverables are progressing in line with the expectations, but also to confirm ongoing alignment with the goals and priorities for the project. As leading practices are shared and as the City begins to see how its own performance compares to peers, we anticipate that new questions will arise, and will be responsive to address those evolving needs. All activities will be managed as part of an overarching project structure, following Project Management Institute (PMI) protocols, as explained under the Project Management section of our Implementation Plan. Timeline of Services From the award of contract, we anticipate being ready to deliver services within two weeks (34.5.2). This will allow time for assigned team members to accommodate their commitment to the project in their individual work plans, and for team members to be present at project kick- off. Leading up to contract award, we will remain in close communication with the City, to facilitate efficient contract close and so that team members are ready to mobilize as soon as award is complete. We do not anticipate any delay in our ability to initiate project delivery following award, beyond events outside our control such as prolonged and severe weather events impacting travel schedules; in this exceptional case, we would seek to initiate project delivery through remote/virtual meetings and follow up with in-person sessions as soon as reasonably possible. The Athenian/KPMG team leadership is based in Texas, with Austin being infrastructure practice. This means there will always be an onsite presence for your teams 3 IMPLEMENTATION PLAN 6/6/2024 Project Management Purpose: establish and implement robust project management protocols to support achievement of the goals for the project, managing resources to balance quality, risk, budget, and schedule. Project Mobilization Weeks 1 & 2 (Up to 2 weeks from award) Deliverables Project Management Plan that defines the quality management approach to delivering the assessment, progress reporting and meeting cadence, and includes the baseline project schedule. Stakeholder and Communications Plan that defines a strategic communication plan for the gap assessment and identifies key stakeholders, available communication channels, key messages, and actions to promote engagement. Communications Material that includes project briefs and other key messages to promote stakeholder engagement and facilitate assessment preparation. Activities Strategic planning During mobilization, we will define what success looks like for the City and base our approach to project planning and execution on that end goal. We will establish measurable success criteria, which will form the basis of reporting from mobilization to close. This may include quantitative criteria, such as the percentage of staff interviewed across the Department, or qualitative criteria, such as the perceived engagement level of staff members at the beginning of the project vs. project close. These project management metrics will help guide the whole team on how the content of the project should be developed and delivered, while the work of the assessment itself will establish asset management specific goals and objectives. Project Management approach planning Through consultation with the project sponsor and their designated team members, our project manager will agree the structure, format and timing of progress reporting and meetings across the project. We expect this to include weekly reports which provide an at-a-glance summary of progress across all project tasks during the previous period, a look- activities, and the current status of risks, issues, and actions. We will confirm understanding of the proposed Implementation Plan, agree protocols for draft and final deliverable review and acceptance. We will also adjust our approach where appropriate in order to set a project schedule which is reasonable and this project. We use a formal ISO-9001 Quality Management System to review and approve project deliverables. Our policy is that no document should be released or officially transmitted to the client or any third party without having received a suitable quality review. Our engagement partner, Dr. Christian Roberts, will be responsible for QA/QC oversight on this engagement. 4 IMPLEMENTATION PLAN 6/6/2024 Stakeholder engagement and communications planning We will work with the project sponsor and manager to identify participants in the gap assessment across the Facilities and Real Estate divisions, as well as broader stakeholders in other Property Management Department functions, and beyond. It will consist of a matrix of key personnel across the City against which we will establish the assessment areas. During this early alignment phase, we will determine how communications will be managed across stakeholder groups, as appropriate based on their relation to the scope of the project. This will inform development of pre-read materials, educational briefing packs, and Frequently Asked Question (FAQ) summaries to support rapid level-setting and shared understanding at the appropriate level across stakeholder groups. A key aim of the plan will be to identify the stakeholder groups that need to be involved in the assessment, the means of communicating with them, and the messages that will be communicated. Interview scheduling and information requests Each task lead will execute their responsibilities through a combination of stakeholder interview, data collection and analysis, follow-up and validation of findings, and development of recommendations based on improvement opportunities identified. As a result, significant effort will be made at the early stages of project planning to design stakeholder interviews and data collection requests in a way that minimizes duplication or rework on the part of City stakeholders. For example, prior to scheduling stakeholder interviews, our project management function will collate all questions and information requests across each tasks and provide them to City stakeholders in advance. Document Management As information is received, either through interview or in response to data requests, our information tracker visible to designated stakeholders, based will be updated so that all relevant parties have access to the source information, and can initiate analysis or augment initial data requests right away. Document control and management will be integrated into the way we perform the project and used proactively to maximize efficiency at each stage. Communication is a key part of our mobilization approach. We recognize that not every group or individual is receptive to assessment especially when looking at skills or resource gaps in a climate of budget restriction. We see the value in providing: Clear communications related to the intentions and purpose of the work What's in it for me (WIIFM) value that individuals will bring by being fully engaged in the assessment Overall big picture and organizational alignment support 5 IMPLEMENTATION PLAN 6/6/2024 Project Delivery Weeks 2 22 (immediately following mobilization) Purpose: establish and implement robust project management protocols to support achievement of the goals for the project, managing resources to balance quality, risk, budget, and schedule. Project management artefacts which adhere to the agreed project plan, including meeting notes, progress reports, Risk/Action/Issue/Decision (RAID) logs and information trackers. Draft deliverable review to facilitate early and effective feedback in relation to the progress of deliverables produced across all project phases (1 5). Activities Project administration Based on the direction established through project mobilization, simple and straightforward protocols will be established and consistently applied throughout project execution. We will adopt and sustain a disciplined approach to meeting scheduling, note taking, action logging and risk review, for example, which will actively contribute to the success of the project. Taking care of the details in this way, we will spot potential issues before they arise and build quality into the way we develop the products of the project. Quality Assurance As draft and final deliverables are developed, they will go through quality review and then shared with the City as quickly as possible. We will not wait until the end of the project to handover critical reports, findings, or analyses we will develop high-quality deliverables as we go, sharing them at the earliest opportunity and using City feedback to iterate and refine our approach. In this way, City team members become active participants in the evolution of the project and begin to receive value from the project at the earliest opportunity. 6 IMPLEMENTATION PLAN 6/6/2024 Project Close Weeks 23 25 (post-handover of final deliverables) Project close-out report summarizing the activities and results of the project, and mapping where to locate key information sources and deliverables for future reference by the City. Project communications to facilitate dissemination of key messages to intended audiences (e.g. City Council), based on what was done, how it was achieved, what the results were, and intended next steps. Activities Project review and transition During project close, we will look backwards and validate that all deliverables were completely and satisfactorily handed over to the City. Using success criteria established during mobilization, all stakeholders will be equipped with the measures to assess if we achieved what we set out to do, as a project team. A reference document will be produced to help the City adopt and utilize the products of the project as it sees appropriate, to further its asset management goals and sustain the momentum which will have built over the course of project delivery. This window of time post-handover of final deliverables further creates the opportunity for the City to involve the whole project team in any follow-up conversations, read-out reports or future implementation planning that it may wish to undertake based on project results and the agreed next steps. 7 IMPLEMENTATION PLAN 6/6/2024 Activities 1.1 Collect and Review Initial Documentation As an initial step in our AM Capability assessment, we will request and review key documentation of the assets and asset management processes. The information we extract from the documents will form the basis of our assessment and inform the interviews and workshops to follow. We will develop the list of documents to be reviewed together with key stakeholders, based on existing documentation and focus areas of our assessment. We will also identify which of the 67 assessment control points are not to be assessed and excluded from the evaluation. If requested by the City, the team will present the AMRM tool, outline the process of the evaluation and highlight items that require inputs and validation from key stakeholders. 1.2 Conduct Interviews & Workshops Communications Plan, interviews and workshops (if needed) will be scheduled with members of the Facilities and Real Estate Divisions, and others as identified (e.g. the General Services division, and key suppliers or contractors). Interviews will be scheduled where direct single-stakeholder perspectives are needed, e.g. to follow up on findings from an interview or workshop or to gain clarity on a document provided through the data request. Workshops may be arranged to gather multiple stakeholder perspectives on a topic, e.g. to identify the steps and owners of the capital planning process. During project mobilization we will review our standard capability assessment methodology the AMRM Diagnostic tool with the City. We explain how the model aligns with industry standards concerns. This will enable us to balance the need for a standardized tool which aligns with industry leading practice with the equally important need to address the specific questions and concerns of the City today. Project Execution 1.0 Asset Management Capability Diagnostic weeks 3 to 6 (immediately following mobilization) (AMRM), while gathering the knowledge and insights needed to inform subsequent project phases. Deliverables Current state asset management maturity, including scores relative to asset management requirements and criteria set out in the ISO 55000 family of standards and by the IAM. Data collection plan and information repository, including links to source data (that will become the master data set for all subsequent phases, with data added as it becomes available). 8 IMPLEMENTATION PLAN 6/6/2024 1.3 Conduct Evaluation The Asset Management Reference Model is a comprehensive assessment tool which provides an in-depth evaluation of an organizations Asset Management capabilities. Structured into 10 assessment areas and 67 control points, it covers all aspects of real estate management aligned with the Institute of Asset Management's concept model. 9 IMPLEMENTATION PLAN 6/6/2024 Ahead of the capability scoring, the team will identify areas of focus for the assessment through the 67 control points and name areas which are not included in the evaluation. Through the AMRM, the team will undertake an organization-wide assessment of asset management practices that considered the full lifecycle of the asset and focused on the decisions related to maximizing value of all owned and leased properties. The KPMG team will equally focus attention on non-operating and operating portfolio asset management. Each control point will receive a score along the AMRM 5-point assessment rubric. Each maturity level is underpinned by criteria that correspond to a defined capability specific to the each of the 67 control points. This allows the team to develop a thorough and specific assessment of the City and in the same manner provide a path forward to understand the opportunities for improvement and how to achieve a higher score through a dedicated improvement action plan. Maturity Level 0 1 2 3 4 5 Incomplete Initial Managed Defined Controlled Optimized 1.4 Review & Validate Findings Upon completing our evaluation of the findings through the AMRM and finalizing the Current State Assessment (Task 2.0), we will compile a structured and comprehensive report of our assessment, that combines the findings from our AMRM assessment and the process, systems, and tools review. We will present our findings to the right audience and gain insights into the desire to improve AM capabilities. This serves to verify our understanding and provides a transition into the path forward and developing improvement actions for the City. Findings validation will take place following the detailed current state process assessment to be carried out under Task 2, so that we incorporate that understanding in our diagnostic. 1.5 Establish Preliminary Future State Targets Based on our initial findings and feedback from the results presentation, we will work with key stakeholders to identify where the City can improve its AM capabilities and what the desired level of maturity for each of the control points is. Each of the 67 control points provides clear descriptions of the capabilities present at each maturity level, which allows us to calculate a scoring for the potential future state of AM at the City. We will set preliminary targets, acknowledging that the learning gathered through subsequent tasks and activities particularly the benchmarking exercise will influence the understanding and final target setting. As a result of this task, the City will gain a clear understanding of its asset management capabilities and a defined pathway to improve towards a more mature asset management organization. 10 IMPLEMENTATION PLAN 6/6/2024 2.0 Current State Assessment Purpose: map the core processes (including systems and tools, performance metrics and staffing levels) which as the basis for improvement opportunity identification, benchmarking, and future state target setting. Deliverables Current state process framework outlining the Level 1 asset management processes and interfaces. Current state process maps, detailing the process purpose, inputs, outputs, resources, and performance metrics associated with the current process, and capturing process-specific risks, issues, and improvement opportunities. Current state organizational structure, identifying the resources, levels and responsibilities of individuals touching asset management activities and processes. Current state staffing model analysis, including demand and utilization analysis. Current state systems architecture showing which systems and data repositories are used at each stage of the process, who owns and uses those systems, where there are points of integration, and where system- related challenges or risks exist. Activities 2.1 Current state process mapping Whereas the AMRM diagnostic will identify whether a process exists and how it is carried out at a high level, the current state process mapping exercise will document the inputs, activities, outputs, and resources used to deliver property management activities across the Facilities and Real Estate divisions, as well as interfacing processes within and beyond the broader Property Management Department, as appropriate. This includes an assessment of the balance of proactive vs. reactive work order/ticket management carried out across divisions, based on type, severity, notification source, and other relevant factors. We propose capturing processes in a simple format that includes the inputs, outputs, information flows, software tools, roles and responsibilities, and time/frequency of process steps. We will seek to agree this template with the City as part of the project kick-off. We also propose capturing an issues and risks log against each process, with the step identified, that will provide the basis for process-level improvement opportunity identification. Draft process documentation will be shared with the appropriate stakeholders, and additional meetings held to close out any information gaps, or address points of clarification. Where necessary, we will confirm assessment hypotheses and findings by observing practices in person, e.g. by accompanying a member of the maintenance team during a routine inspection, or by sitting alongside a planner as they assign tasks to technicians in the work management system. Our approach will be flexible and fit-for-purpose, depending on the level of existing data, as well as the criticality of the process being assessed and the availability of City staff. 11 IMPLEMENTATION PLAN 6/6/2024 2.2 Organizational and staffing model assessment Our team will initially work to map both the intended design of current staffing processes and organizational structures; and where if at all the City is operating differently than intended. Analysis of processes essential to utilization), will then be contrasted with current resource allocations under Task 5, Future State Definition and Recommendations. processes, structure, and staffing leave entitlements and commitments to professional development. We will gather additional source materials to the extent appropriate, potentially including employee engagement surveys and exit interview notes, for Additionally, our team will undertake role-based evaluations of staffing needs for each key role, including an assessment of responsibilities and reporting lines, to determine the expected headcount required. In parallel, staff from across the Division will be asked to diarize activity for a defined period. Outcomes of both analyses will be compared to identify discrepancies and inform further analysis of root causes for over / under estimation of effort; and / or, where additional staff capacity exists across the Division. These outcomes will inform recommended staffing levels based on current and projected demands, to be delivered under Task 5. Given the potentially sensitive nature of people-focused analyses, such as in relation to interdepartmental and intergovernmental cooperation, additional smaller group discussions will be held where necessary, to build on the level of available detail and to explore identified issues. 2.3 Performance metrics assessment The City has established performance measures for each in-scope Division (Facilities Maintenance, Real Estate, General Services). These metrics are intended to monitor and track progress across each of the Divisions both from an efficiency and effectiveness standpoint. As part of the current state definition, we will address the following questions: (1) are these metrics firmly in place and regularly reported on (2) how well current systems (e.g., VUEWorks) support the populating and tracking of these metrics (3) are these the right measures and targets within the measures or should they be updated or changed. As part of this activity, the Athenian/KPMG team will also assess the degree to which metrics align with best practices, such as backlog in categories of capital reinvestment, from a capital planning perspective. All metrics Additionally, we will determine which specific measures the City intends to prioritize within its benchmarking exercise, to inform benchmarking exercise design. 12 IMPLEMENTATION PLAN 6/6/2024 2.4 Existing systems and tools assessment As our understanding and documentation of current state process evolves, we will identify and record the systems and platforms utilized presently for capital and fixed asset management, across stakeholder groups. This will form the basis of subsequent software options analysis and improvement recommendations. One primary focus will be the VUEWorks Enterprise Asset Management (EAM) system implemented five years ago and updated three years ago. Given the relative new-ness of this implementation, it will be important to thoroughly document the extent to which the application is used by staff (as opposed to keeping information on other systems such as spreadsheets) and the degree to which the functionality of VUEWorks has been maximized. The current state systems and tools assessment will consider people aspects (e.g., meeting key stakeholder expectations, degree of buy-in and involvement by senior leadership); process aspects (e.g., standard processes across projects and business units); and technology aspects (e.g., data governance, analyzing and refining existing tools roadmap, technology support and administration). 2.5 Improvement opportunity identification Through the AMRM diagnostic, the team will identify improvement opportunities in relation to the 10 assessment areas as well as the processes and process step being assessed. Alongside this, as part of the broader current state and existing systems and tools. Improvement opportunities will be presented in an easy-to-interpret structure and with accompanying supporting information, including: Function general category for evaluation. Process the specific process which is carried out through the function. Evaluation Criterion the leading practice against which current practice was assessed. Finding Statement a high-level summary of the gap identified. Improvement Opportunities the discrete, actionable improvement opportunities to bridge the gap On completion of the current state assessment, the City will have a robust, organized data set including anecdotal feedback, process maps, systems and tools, resource models, and supporting datasets to confirm a shared understanding of the current state and improvement opportunities. 13 IMPLEMENTATION PLAN 6/6/2024 3.0 Inventory & GIS Preparation Deliverables Asset Data Dictionary Definition Documents (AD4s) for each asset class, which establish the asset breakdown structure more commonly referred to as an asset hierarchy and set out the attribute information to be maintained against each recorded asset (also known as the Asset Information Standard, or AIS). This document is to be used as the framework for the compilation and reconciliation of information of quality improvement and analysis. Asset Data Readiness Assessment for each asset class, identifying the status, availability, completeness, and reliability of asset-specific data, as well as the steps needed to prepare data for registry in the GIS system. Gaps in data readiness will be identified relative to the status and significance of the property within the Asset Inventory for GIS Upload including the required minimum data, and additional data, to enable upload Activities 3.1 Collate available inventory data In parallel to the AMRM diagnostic carried out under Task 1, we will initiate data collection, acknowledging the varied sources and owners of data that likely exist across the City and its Departments. This will include liaison with the General Services Division, to reconcile ERP-held asset inventory data with records held across operations and maintenance stakeholder groups, as well as others. Working with City staff, we will collect available data to develop a list of all existing asset information. This will provide an accurate basis for inventory data assessment, including: An accurate compilation of all existing relevant asset data, their source and format. A reconciliation and standardization to the desired future state. Our approach will be tailored to meet the priorities. Property which is on a short term or soon-to-expire lease, for example, which the City does not own and will not be utilizing in the near future, will be captured in the inventory, however the asset data dictionary requirement the level of data attribution that needs to be captured for that asset will be less. Rules such as this will inform our assessment of the asset data readiness of each asset class, relevant to the particular business model and ownership scenario that applies. The Athenian/KPMG team will agree with the City which assets are to be included in the centralized registry, the specifics of what fields are considered critical for asset management, and what additional fields are optional/nice to have. Having confirmed which assets the Department seeks to include in its asset management approach, we will review where applicable and collaborating across City functions to reconcile and validate data sources. 14 IMPLEMENTATION PLAN 6/6/2024 Data which we would typically expect the City to have available in its Enterprise Asset Management System (EAMS), GIS system, and relevant interfaces include Inventory attribute and location data, e.g. I. Property location, age, and type II. GIS coordinates III. Purpose and users/customers (City or other) IV. Composition (# floors, buildings, materials, features) V. Major rehabilitations or expansions VI. Facility attribute data for all asset types/hierarchy including useful lives VII. Lifecycle stage (e.g. planned; financed/funded; under construction; operational; decommissioned) Financial data I. Ownership structures and leasing arrangements II. Capital and operating costs historical and forecast III. Debts/liabilities and revenue streams Work management data, e.g. I. Maintenance backlog II. Inspection records III. Planned vs. reactive work order types -service or build date, quantity, unit cost, and expected service life. We highly recommend that the inventory also document asset location, make/model and other attributes that are critical to accurate needs assessment, asset identification and data source tracking. 3.2 Assess data provided The team has previously developed a grading methodology for asset data health aligned to the American Society of Civil Engineers (ASCE) infrastructure report scorecard. This methodology has been used by Amtrak nationally in the United States to assess data health and inform accuracy of investment planning (and prioritize site verification surveys). Acknowledging that data should be treated as an asset, this approach includes grades A (Exceptional/Fit for Purpose) through F (Unacceptable/not fit for purpose), and considers the criteria shown in figure below, as well as a measure of timeliness of when the record was last updated . 15 IMPLEMENTATION PLAN 6/6/2024 This asset health assessment will form the basis of an easy-to-read summary with explanation of why a particular dataset scored a certain way. The identified limitations will be logged against the specific data source and inform our inventory and GIS-specific improvement opportunity identification. Easy-to-interpret red, orange, yellow and green scoring will be applied based on applied to indicate the health of a particular 3.3 Asset Data Dictionary Definition Documentation (AD4s) The AD4 documents provide two key elements required to structure asset data for effective asset management. Asset hierarchies are the framework that describes how the assets relate to each other in functional groupings and through parent-child relationships. An asset hierarchy is the structuring of information to provide a virtual representation of the physical asset and provides context to the asset register. Asset hierarchies also provide consistent roll-up / aggregation of asset information and lifecycle costs which supports tracking, analysis, and reporting at various levels. Data dictionaries provide the requirements for asset information often referred to as attributes and specify how that information will be captured, including description of fields, data type and the unit, format, or value. The data dictionaries include standard definitions of assets based on industry best practice and guidance and data attributes required to manage assets. as determined through dialogue with the City we will inventory all available asset data, including data sources, current standards, uses, and related processes. Secondary interviews and reviews will be required, focused on inventory creation, in order to identify and respond to potential data gaps. As the City adopts and begins to utilize the hierarchy and attribute data developed within the AD4 documents, additional data collection needs will be identified and responded to. This will be a highly iterative and collaborative exercise, with items escalated for decision where the implications may require changes to established processes, e.g. to the asset information standard that exists within capital project procurement requirements. 16 IMPLEMENTATION PLAN 6/6/2024 3.4 Identify improvement opportunities As data sources are identified and collated across the various City sources, data quality issues will be identified against the data health pillars shown in the proposal. Likely strategies to address data issues will include establishing processes for data governance, identifying data owners, error-proofing and automating data inputs where possible. Our recommendations will consider the practicalities and cost of improving data quality and align with priorities identified through the earlier activities of this task, particularly the outcomes of AD4 documentation, which will set out priorities for asset data collection and management. Additionally, this task will help the City create a framework for data upload into VUEworks and GIS systems. On completion of the inventory task, all available asset inventory sources will be gathered, reviewed, assessed for quality, and collated into a master data set framework for City. The City will have a suite of AD4 documents which define key considerations for data management across their asset portfolio. 17 IMPLEMENTATION PLAN 6/6/2024 5.0 Future State Definition & Recommendations Deliverables Future state process maps, targets. Comprehensive recommendations, across organizational, staffing and software options. Improvement roadmap showing the recommended sequence and projected benefits of Activities 5.1 Confirm benchmarking plan -specific improvement opportunities and target asset management performance evolves, we will map the future state processes which the City intends to use to deliver its asset management program. We recommend considering the future state on a five-year time horizon for the purpose of process mapping. While we encourage the City to set longer-term strategic objectives and goals at an organizational level, process maps should reflect the incremental change needed to progress towards those longer-term goals. Incorporating findings from the benchmarking exercise, future state process maps should provide a realistic and tangible way of working which is both ambitious and achievable. The changes needed to achieve the future state will be identified as improvement opportunities and form the starting point of Subtask 5.2. indicated. Similarly, the cycle time of a process step and the required hours to complete by resource level will be identified, to support future state organizational and staffing models to be provided under Subtask 5.3. 5.2 Define Performance Gap and prioritize improvements The goal of improvement actions is to overcome the maturity gap which highlights the difference between current state for each dimension as compared to that of industry benchmarks and ratings of highly mature organizations. The larger the gap, the greater the improvement opportunity that exists and, typically, the more commitment required in terms of time and resources to close the gap. In a resource-constrained environment, where each dollar spent on preventative, non-urgent items such as asset management is interrogated, we understand the need to provide evidence-based assessments of cost vs. benefit and substantiate why a particular action is being recommended. This is why we focus on effectively assessing both the performance gap and the ways that gap may be closed, providing options which reflect the varied measures that could be put in place to address the same challenge. Improvements requiring approval to commit funds will therefore be balanced against quick wins and incremental adjustments which can benefit the City in the near term. 18 IMPLEMENTATION PLAN 6/6/2024 5.3 Present organizational and staffing model recommendations Based on the sum of the organizational and staffing analysis, we will identify areas for improvement encompassing process, structure and staffing enhancements identified in the current state assessment and through benchmarking emerging needs of the City. Staffing model recommendations will include an assessment of the implications of software options and recommendations made under Subtask 5.4, as job specifications, skills and training will likely be required to organization and staffing will reflect the target future state processes and performance metrics that the City seeks to implement. 5.4 Develop improvement roadmap provides a shareable reference that shows how the City will progress from current to future state, summarizing the detailed findings of the assessment at a higher level. The roadmap will point to the results of the earlier stages of the assessment, showing the link from current state to target future state, how that target was defined, how it will be measured, and how it compares to benchmarked organizations. Most importantly, it sets out a commitment from City leadership to deliver the identified changes within a defined timeline and provides the supporting actions to make the assessment a useful, implementable tool for the whole organization. The roadmap is a key artifact that moves the City from assessment and planning into implementation readiness. 5.5 Consolidate and refine recommendations The Athenian/KPMG is outcome--term success. Based on our lessons learned from working with other infrastructure owners at the relative onset of their asset management journey or at a point of organizational change, when asset management objectives are being restated we know the importance of allowing time for consultation and refinement of plans. Once the improvement roadmap has been developed and shared, iteration will be required as senior leaders and stakeholders review project deliverables and assess how to integrate those deliverables into their core working practices. Based on this feedback, we will consolidate and refine recommendations, potentially adjusting the roadmap as decisions are made and the improvement plan moves from theory into reality. 19 IMPLEMENTATION PLAN 6/6/2024 Proposed Project Schedule We have designed our approach and schedule around the following key principles: Understand the property management starting point, goals, priorities, structures, and ways of working during Project Mobilization. Integrate and adapt where needed, so that our standard asset management maturity model the Asset Management Reference Model (AMRM)and benchmarking activity reflects a leading practice approach while meeting the specific needs. Align team members from Team Athenian/KPMG and the City, to maximize efficiency, share knowledge in real time, respond rapidly to feedback, and deliver quality at pace. The overall scope of work has been organized under five primary phases, as shown here in our proposed project schedule. Each deliverables and activities are described in the following section of this Implementation Plan. The initial AMRM phase represents the standardized element of the approach, and aligns our findings with industry leading practice, whereas subsequent phases address City-specific requirements and build on the findings of the AMRM: 20 IMPLEMENTATION PLAN 6/6/2024 We anticipate that the total duration of this project will be approximately six months, and have explained all activities, deliverables, and durations of each task in the following sections of this implementation plan. To proactively remedy potential delays (34.5.4) and maximize efficient delivery of services, we will: Invest time early in the project to align with leadership across the Department, so that sponsor and stakeholder expectations can be shared with the project team, and so that questions related to the project approach can be addressed. Bring experienced, qualified, and passionate team members who are committed to the Property Management success and understand its role in the overarching vision to be most livable and best- managed City in the . Allocate a qualified subject matter professional as Project Manager, who will bring extensive asset management strategy experience to co-manage the project, supported by experienced Athenian and KPMG team members. Fast-track the mobilization ramp-up period, through Athenian-led knowledge transfer and information sharing, leveraging extensive knowledge of the City and its property management functions and processes. In addition, we have identified the following factors potentially delaying delivery of services (34.5.3), against which we have proposed specific mitigations which are integrated into our implementation plan: Risk Response Access to City datasets, systems, and tools, as required, to perform project activities Leverage existing Athenian Group contractor account access to systems Proactively identify systems and access requests for team use Leverage existing knowledge and data from Athenian team Availability of City personnel to attend initial and follow-up interviews/workshops Increase stakeholder awareness through proactive communication which is tailored to the audience and delivered in the appropriate format, e.g. through our attendance of regular team meetings. Build slack into the schedule to account for meeting conflicts. Integrated workshop planning and design across the whole project scope, and broad attendance at workshops, to capture as much of the required information as possible during the initial phase. Extent of inventory data validation and cleansing to enable analysis Use of analytical tools to support data validation and data cleansing. Preparation of reports which summarize and enable early assessment of findings. Capturing assumptions and limitations of analysis, where data is not 100% reliable. Extent of benchmarking activity to be undertaken and availability of stakeholders to participate in primary research Early identification of peers and industry leaders that the City seeks to benchmark, during Project Mobilization. Leveraging KPMG existing relationships with peers and industry leaders to facilitate benchmarking interview set-up and data collection. 21 POTENTIAL ONGOING SUPPORT SERVICES 6/6/2024 15 Validation and Checkpoints Our joint team is committed to maintaining the highest standards of data integrity and accuracy through continuous validation processes. Our diligent approach involves regularly revisiting and reinforcing checkpoints to ensure that our data remains current and error-free. By implementing robust validation mechanisms, we not only stay on course with our objectives but also guarantee the precision of the information collected. This proactive stance not only safeguards against potential inaccuracies but also underscores our dedication to providing reliable and up-to-date support services to our clients. Our commitment to thorough validation and meticulous adherence to checkpoints reflects our unwavering pursuit of excellence in data management. This framework will also be shared as a part of this program and will be able to be utilized by the City in a go forward capacity. Benchmarking Framework Throughout the duration of the project, the team will diligently adhere to a benchmarking framework to ensure systematic evaluation and improvement. This framework will involve continuous comparisons with industry standards, competitor performance, and internal metrics, providing a comprehensive understanding of the project's progress and positioning. The added benefits of this benchmarking approach include enhanced decision- making through data-driven insights, identification of best practices to emulate or surpass, and the ability to proactively address challenges based on proven solutions. Ultimately, the consistent application of a benchmarking framework fosters a culture of continuous improvement, driving efficiency, innovation, and sustained success for your team. As part of the transition, the team will share this framework with the COFW team to provide further operating options for sustainability. 22 COST PROPOSAL 6/6/2024 21 Cost of Services Athenian approaches every engagement in a flat rate, not to exceed fashion. This hybrid approach allows us to bring forth key subject matter experts and members of our leadership team throughout the project, while remaining as efficient as possible in usage and delivery. The approach below lines out our phased methodology as it relates to your listed (5) areas of scope. These areas are called out specifically below in the phases below(bolded below) and are sequenced in the logical manner we see fit to best deliver truly sustainable change to your organization: 15 16 15 16 $847,513 Removed From Scope 7/2/24, 4:16 PM CITY COUNCIL AGENDA Create New From This M&C DATE: 6/11/2024 REFERENCE N O.: 21PROPERTY M&C 24-0501 LOG NAME: MANAGEMENT ASSESSMENT CODE: C TYPE: CONSENT HEARING: NO SUBJECT: (ALL) Authorize Execution of a Professional Services Agreement with Athenian Group, LLC in the Amount of $847,513.00 for a Property Management Assessment, Adjust Appropriations in the General Fund and the Risk Financing Fund to Consolidate the Funding for the Property Management Assessment into the Property ManagemenYs General Fund Operating Budget for Fiscal Year 2024, Enact Budget Adjustments to Reallocate Resources, Authorize All Associated Transfers, Adopt Appropriation Ordinances, and Amend the Fiscal Year 2024 Budget RECOMMENDATION: It is recommended that the City Council: Fo�T���oRr�� -�_ 1. Authorize execution of a Professional Services Agreement with Athenian Group, LLC in the amount of $847,513.00 for a Property Management Assessment; 2. Adopt the attached appropriation ordinance reallocating Fiscal Year 2024 estimated receipts and appropriations in the Human Resources Risk Financing Fund by decreasing the Operating and Maintenance category in the amount of $100,000.00 and increasing appropriations in the Transfers & Other category by the same amount for the purpose of funding the Professional Services Agreement; 3. Authorize the transfer of funds from the Risk Financing Fund to the General Fund (Property Management budget) in the amount of $100,000.00 for the purpose of funding the Professional Services Agreement; 4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Property Management Department General Fund Operating Budget, in the amount of $100,000.00, transferred from the Risk Financing Fund, for the purpose of funding the Professional Services Agreement; 5. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations within the General Fund by increasing the Property Management Department budget in the amount of $347,513.00, and decreasing the Non- Departmental budget by the same amount, for the purpose of funding the Professional Services Agreement, and; 6. Amend the Fiscal Year 2024 Adopted Budget. DISCUSSION: The purpose of this Mayor and Council Communication is to authorize the execution of a Professional Services Agreement with Athenian Group, LLC for an assessment of the Property Management Department. Currently, Property Management operates in a mostly reactive manner, largely due to disparate data sources, ad-hoc processes across divisions, and lack of true visibility into the full asset portfolio. This assessment will evaluate current operations and will focus on the Real Estate, Facilities Management, and General Services divisions of Property Management and will provide an analysis of the City's asset management functions, including staffing, processes, systems, and identify information gaps and opportunities to develop a strategic plan for future operations. The assessment deliverables will be the current state of these divisions, as well as asset inventory, benchmarking, and a roadmap for improvements. Below are specific problem areas, associated deliverables, and the expected outcome to help move the department to a more proactive operating model: Problem Inconsistent databases across departments for City-owned fixed assets Level/specificity of data needed for capital planning and risk management Incomplete data in Vueworks and GIS SOW Deliverable Task 0: Process Workshops and Stakeholder mapping Task 1: AM RM Process, BMI Assessment Report, Validation Report, Responsibility Matrix Task 3: Inventory: Asset Data dictionary development AD4s, Asset Data Readiness Assessment and Preparation, Task 1: AM RM Process, BMI Assessment Report, Validation Report, Responsibility Matrix Task 5: Asset Resource Management framework and tool development Task 1: BMI Assessment Report, Validation Report M&C Review Expected Outcomes 1. Centralized database of City owned assets 2. Standardized framework for asset entry and level of detail 3. Expected savings on risk insured facilities with accurate data (current is insured with worst case due to lack of data) 1. Deferred/Major maintenance planning into capital budgeting 2. Business case framework for repair/sell/build scenarios for assets 3. Insurance utilization planning for detailed asset database 1. Complete visibility into City assets, allowing for proactive major maintenance planning and apps.cfwnet.org/council_packet/mc_review.asp?ID=32208&councildate=6/11 /2024 1 /4 7/2/24, 4:16 PM Vueworks not being used to its capacity for asset management Staffing assessment for PMD (levels, structure, responsibilities) given current and future asset growth and desired level of asset management Questions about which assets PMD should manage versus other departments Task 2: Current systems architecture, current process maps, current use cases of Vueworks Task 3: Asset Data Readiness Task 4: Strategic Roadmap for systems improvement, Strategic Roadmap for process improvement M&C Review Task 2: current state systems architecture Task 3: Tool configuration review and gap analysis Task 4: Strategic Roadmap for system improvement Task 0: Stakeholder communications, executive alignment sessions Task 1: Current state asset management responsibility matrix and processes Task 2: Current state operating process framework, process maps, org structure, staffing model analysis Task 4: Performance Gap Improvement Plan, Strategic Roadmap for Process, Staffing, and Org Structure, Staffing Level Recommendations, Budget and Funding Needs development Task 1: AM RM Process, BMI Assessment Report, Responsibility Matrix Task 2: Current state process maps, current state ownership Task 3: Systems inventory and analysis Task 4: Proactive Asset Management framework, Strategic Roadmap forAsset management, Staffing and responsibility matrix cycles 2. Visibility into aging infrastructure for repair/sell/build scenarios of assets 3. Defined processes and operations for asset intake into Vueworks 1. Recommendations and roadmap to Vueworks optimal operations 2. Reduction of disparate spreadsheet asset/maintenance databases 3. Real property portfolio transparency 1. Recommendations and tangible roadmap for cross division aligned operations within PMD 2. Proactive staffing roadmap and resource utilization planning 3. Proactive budget planning and requests 1. Centralized management of agreed upon assets by PMD 2. One view of all in scope City assets 3. Proactive real property decision making A Request for Proposal (RFP) was issued on October 25, 2023 and was published in the Fort Worth Star-Telegram every week beginning on October 25, 2023 and ending on December 13, 2023. Based on the results of the RFP, Athenian Group, LLC was selected as the most qualified consultant to perForm the work based on the published selection criteria. The consultant, Athenian Group, LLC. proposes to perform the scope of work for this contract on time and in an amount not to exceed $847,513.00. City staff considers this fee to be fair and reasonable for the anticipated services to be performed. The City, at its sole option, may renew this contract one time under the same terms and conditions. Funding for the assessment is available in the General Fund budget for Property Management in the amount of $400,000.00 and the General Fund budget for Non-Departmental in the amount of $347,513.00. The Risk Financing Fund will provide the remaining $100,000.00, for a total contract amount of $847,513.00. Approval of this M&C will amend the Fiscal Year 2024 Adopted Budget, as approved by Ordinance 26453-09-2023, Section 1, as follows: Fund/ FY2024 Department � Adopted Budget gudget Category General Fund Revenues Property Management $2 657,884.00 / Operating Transfers Budget FY2024 Authority Adjustment Revised Budget This M&C �100,000.00 $2,757,884.00 (Rec. 3) Expenditures Departmental $29,147,095.00 0 06 24 «100,000.00) i � � M&C 24- 0200 M&C 24- 0001 ($1, 096, 847.00) ($250,000.00) This M&C Rec 5 (�347,513.00) $27,352,735.00 apps.cfwnet.org/council_packet/mc_review.asp?ID=32208&councildate=6/11 /2024 2/4 7/2/24, 4:16 PM Property $33,803,557.00 This M&C �100,000.00 Management Rec 4 This M&C �347,513.00 Rec 5 M&C Review $34,251,070.00 Total $62,950,652.00 Expenditures ($1,346,847.00) $61,603,805.00 Risk Financing Fund Expenditures Human $33,617,296.00 M&C 24- $850,000.00 Resources 0263 i � � � M&C 23- 0999 M&C 24- 0264 M&C 24- 0322 $3,500,000.00 $1,100,000.00 $127,250.00 This M&C Rec 3 (�100,000.00) $39,094,546.00 Total $33,617,296.00 $5,477,250.00 $39,094,546.00 Expenditures FUNDING — Funding is budgeted in the General Operating & Maintenance category in the Risk Financing Fund for the Human Resources Department and the General Fund for the Non-Departmental and Property Management Departments. Upon approval of the recommendations listed above, funding will be budgeted in the Consultant & Other Prof Service account within the Property Management DepartmenYs General Fund operating budget. DIVERSITY AND INCLUSION (DVIN) — A Professional Service 252 Exemption Form was submitted and approved for these services. Therefore, the business equity goal requirement is not applicable. AGREEMENT TERMS — Upon City Council approval, the agreement shall begin upon execution and expire upon completion and payment of all services. ADMINISTRATIVE CHANGE ORDER: An Administrative change order or increase may be made by the City Manager to the agreement up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the recommendations and adoption of the attached appropriation ordinances, funds will be available in the current operating budget, as appropriated, in the General Fund for the Property Management Department. Prior to an expenditure being incurred, the Property Management Department has the responsibility to validate the availability of funds. Department Account Project Program Activity Budget Reference # ID ID Year (Chartfield 2' Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year IChartfield 21 Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: Dana Burghdoff (8018) Marilyn Marvin (7708) Eliana Guevara (5199) ATTACHMENTS 21 PROPERTY MANAGEMENTASSESSMENT.docx (Public) BE Signed Waiver-NS.pdf (CFW Internal) Form 1295 Certificate 100764831 signed.pdf (CFW Internal) MC FID Template PMD Assessment.xlsx (CFW Internal) apps.cfwnet.org/council_packet/mc_review.asp?ID=32208&councildate=6/11 /2024 3/4 7/2/24, 4:16 PM M&C Review ORD.APP 21PROPERTYMANAGEMENTASSESSMENT 10100 A024(r4).docx (Public) ORD.APP 21PROPERTYMANAGEMENTASSESSMENT 10100 A024(r5).docx (Public) ORD.APP 21PROPERTYMANAGEMENTASSESSMENT 60111 A024(r2).docx (Public) apps.cfwnet.org/council_packet/mc_review.asp?ID=32208&councildate=6/11 /2024 4/4