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HomeMy WebLinkAboutContract 59732-A1CSC No. 59732-A1 FIRST AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 59732 This First Amendment to Fort Worth City Secretary Contract No. 59732 ("First Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation and Agiloft, Inc., ("Vendor"). WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 59732 beginning July 7, 2023 (the "Agreement"); and WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Agreement to Include Exhibit "A" for the implementation of Phase II for the Agiloft Contract Management System to include 5 additional departments, increasing the total contract amount from $853,947.00 to $973,947.00 NOW THEREFORE, known by all these present, Fort Worth and Vendor, acting herein by the through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: 1. The Agreement is hereby amended by adding Exhibit "C", attached to this First Amendment, as Exhibit "C" of the Agreement for the implementation of Phase II for the Agiloft Contract Management System to include 5 additional departments, increasing the total contract amount from $853,947.00 to $973,947.00. 2. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 59732 Page 1 of 3 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth 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 By: cr� and reporting requirements. Name: Mark McDaniel Title: Deputy City Manager Date: Aug 30, 2024 By: Steven Vandever(Aug 27,202410:01 CDT) Name: Steven Vandever Approval Recommended: Title: Sr. IT Solutions Manager Approved as to Form and Legality: By: - Name: Kevin Gunn Title: Director, IT Solutions By: 44400a�nn Name: Taylor C. Paris Attest: �baF FORroad oo�1d Title: Assistant City Attorney v4A 9�d Ogg Ov8 a=4 d�a* o,0 �r�p Contract Authorization: t EXAe00 °aa�44a M&C: 24-0615 By: U aR4R64 Approved: 08/ 13/2024 Name: Jannette S. Goodall 1295: 2023-1030324 Title: City Secretary VENDOR: Agiloft, Inc. Tatl-ici i + tt1' By: Patricia Pritts (Aug 19, 202416:44 PDT) Name: Patricia Pritts Title: VP, Legal Operations Date: Aug 19, 2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 59732 Page 2 of 3 EXHIBIT C First Amendment to Fort Worth City Secretary Contract No. 59732 Page 3 of 3 Agiloft SOW #2 - City of Fort Worth, TX Prepared for: City of Fort Worth, TX Creation Date: June 3, 2024 Prepared by: Agiloft, Inc. The Information contained herein is of confidential nature and is intended for the exclusive use of those for whom it was prepared. Reproduction, publication or dissemination of all or portions hereof may not be made without prior approval from Agiloft, Inc. © Agiloft, 2024 1 Summary This Statement of Work ("SOW #2") for Professional Services, effective as of June 15, 2024 (the "SOW Effective Date"), is entered into between City of Fort Worth, TX ("Customer" or "City") and Agiloft, Inc. ("Agiloft"), and is made pursuant and subject to the Professional Services Addendum ("PSA") between the parties. Unless expressly set forth in this SOW Document, all terms and conditions of the PSA shall govern the obligations of the Customer and Agiloft under this SOW Any terms used but not defined herein have the meanings ascribed to such terms in the PSA. If there is any conflict between this SOW and the PSA, the terms of this SOW shall prevail. This SOW is not a software subscription agreement, nor does it provide Customer with user licenses to any Agiloft application, which requires a separately executed licensing agreement. Term The term of this SOW commences on the effective date above and terminates on January 15, 2025, unless a change to the termination date is agreed upon in writing by both the Customer and Agiloft. All budget available under this SOW will expire as of the SOW termination date. If the project is completed with budget remaining, such budget may be used for changes or additions requested by Customer up through the termination date of the SOW Description of Services Agiloft will be subcontracting this work to Kroll, LLC or, if needed, another third party ("Contractor') for the implementation services in this SOW 2. Any obligations or responsibilities of Agiloft may be fulfilled by Contractor. Kroll will lead the implementation of the Agiloft CLM application for an additional 5 (five) departments. The scope of the project is to implement the Agiloft CLM system for Customer to support their contracting needs. Kroll shall design and configure Agiloft CLM to create new contract requests, support for negotiation, approvals, signature, and post execution reporting and management of contracts. The design and configuration scope of the project includes: • Incorporate requirements from 5 departments into the existing contracting workflow. • Incorporate 5 new departments into the request process. • 5 net new contract types. • Up to 10 new data fields. • 10 net new Customer templates will be configured in Agiloft to generate the first drafts of new contracts. • Kroll will be responsible for fixing any configuration defects found during testing. © Agiloft, 2024 2 Kroll will provide administration, template management, and end -user training to designated Customer administrators. Kroll will lead the testing and training workstreams on the project. This includes Kroll developing test scripts, conducting testing, and delivering up to 5 (five), 2 (two) hour train -the -trainer training sessions to Customer project team who will then train end users. • Kroll will provide testing support to resolve any configuration defects found during the testing phase. Scope Assumptions The line -items below includes the following assumptions: • City will assign a project team to work with the Contractor on the project, including a project manager and business decision maker(s). • Customer project team members and stakeholders will be reasonably available to participate in design sessions, make decisions, perform testing, and accept deliverables to not unreasonably delay the project. Work will only be provided under this agreement within the scope defined in the above Description of Services. Any additional requests may require a revision of this agreement. • Additional functionality beyond the general scope of work described in this SOW is not included in the quote and would be done at additional cost. • The City will be responsible for Change Management and Communication with the user community. Out of Scope Any work that doesn't fall within the above Description of Services is considered out of scope. Extraction of data from legacy contract documents or data quality assistance for legacy data is out of scope. Integrations with other applications are out of scope for this phase. Description of Deliverables For this SOW#2, the deliverables are as follows: • Design Document - Kroll will provide a design document that details all the key design decision. • Configuration of Agiloft CLM - Kroll will configure the Agiloft CLM system per the signed off design. • Kroll will provide 1 week of Post Go -Live support to Customer. • Kroll will provide on -going Project Management support (3 - 4 hours a week). © Agiloft, 2024 3 Fees and Expenses Services will be provided on a fixed price basis of $120,000. Any travel expenses must be approved in advance by the Customer, although none are expected for the term of this Letter of Engagement. Payment will be structured as follows: Design Signoff Configuration Completion Go Live Payment terms are net 30 days. Completion and acceptance of $20,000 design document Unit test complete, ready for UAT $50,000 System Live $50,000 In the event this SOW is terminated by Customer between milestone payments, final payment will be determined based on the milestones that have been completed and the percentage completion of the milestone in progress. Service Performance and Delivery Methodology Kroll will begin work within ten business days after the execution of this SOW#2. All services will be delivered via updates to the Agiloft configuration. It is expected that the services of this SOW will be completed within six months of commencement, but Kroll will work with the City upon project commencement to develop a final project timeline that accommodates the availability of City personnel to participate in project design sessions and other key activities. Key Personnel The primary contacts are: Customer: Russell Hines Kroll: Michael C. Stevens; 503-902-2208; michael.stevens@duffandohelos.com Kroll will provide the following key personnel to expedite the execution of this SOW: Michael Stevens - Executive Sponsor, Subject Matter Expert Michael Adsitt - Project Lead, Subject Matter Expert Laura Mantilla - Project Manager Mathew Cooper - Technical Lead, Subject Matter Expert @ Agiloft, 2024 4 Term of the Project -Project Schedule; Milestones This SOW #2 is effective from date of execution through January 15, 2025. Final delivery dates and milestones (if applicable) will be established upon execution of this SOW #2. Project Terms and Conditions 1 Business City will be responsible for gathering and collating the Requirements business requirements from their business departments and will provide a decision maker to resolve conflicts in requirements between different business users/departments. Project Management Resource Agiloft will provide the following to assist in the requirements gathering process: Templates that can assist in effective requirement gathering. Demonstration of the Agiloft system in scenarios where Agiloft system understanding is required for effective requirement gathering. Agiloft will: Recommend additional or alternative options (based on Contractor's experience with hundreds of projects) of achieving the business results in a more efficient manner - wherever applicable. Answer questions posed by City. Review the final requirements and provide feedback on any gaps or red flags. City will identify one project manager who will lead City Project Management Activities for this SOW, including: - Communicating all decisions from City side. - Proactively tracking/escalating "at risk" action items depending on City personnel/teams. © Agiloft, 2024 5 KI 4 5 Ensuring requirements provided to Agiloft and Contractor have been reviewed and are of reasonable quality. Facilitating discussions with multiple internal City teams/business units to capture holistic requirements. Overseeing a governance/decision making process at City for scenarios where City teams/business units have conflicting requirements and/or any major decisions need to be made. Agiloft will provide project management for the Contractor work based on the scope of the project (see below for more details). Project High level project milestones, activities and delivery schedule Management will be tracked/managed jointly by Agiloft and City using an Activities and agreed upon method, such as MS Project. Deliverables Project Agiloft will ensure that any project status reports sent out by Management Agiloft or Contractor will consist of: - Overall RAG (Red/Amber/Green) status of the project (and additional details if the RAG status is non -green). - Summary of activities completed in the reporting period. - Major Issues/Decisions/Risks/Escalations. - Summary of activities planned in the next period. - Budget status (spent to date/remaining). Project City and Agiloft will agree upon a Project Management Management Tracking Mechanism. Tracking Environment For multi -phase implementations (if applicable), during the Management first Go -Live "Go -Live", the Agiloft solution will be implemented directly in the Agiloft Pre -Production environment (Pre -Production environment will be designated as PROD at Go -Live). For any subsequent Go-Live(s), the Agiloft solution may be implemented in an Agiloft DEV environment and then pushed to PROD during Cutover. © Agiloft, 2024 6 7 8 �7 10 Agiloft will not make changes during a subsequent phase in more than 2 environments. Agiloft will set up the initial environments and will train City on manual environment refresh. City Master City will provide clean* master data (for e.g.: Departments; Data locations; users etc.) that needs to be imported into Agiloft. For each distinct set of master data, City will provide: a) Initial full set of master data that needs to be imported. b) Delta master data that needs to be revised/added/removed at a periodic frequency defined by City (e.g., daily; weekly, monthly, etc.). Agiloft will provide template(s) with the field structure of the Full set and Delta master data that needs to be imported into Agiloft (based on City business use -case). *Clean data mean that typos, duplicates, logical inconsistencies, or other errors have been resolved Testing Beyond City's and Contractor's functional testing, City will perform their own testing for any interim Milestones/Deliverables (if applicable). Agiloft will provide demos of the build -out (if applicable) to support the interim milestone/deliverable testing. Testing Agiloft will offer guidance to City on the UAT process (template of the format of the UAT Test Cases; high-level guidance on how the process should be structured; user guides/narratives describing the detailed working of the solution that should be used as an input to create the detailed test cases). Testing City will perform the User Acceptance Testing (UAT). If an implementation issue is found during the UAT, City will provide adequate steps to reproduce for Contractor to troubleshoot and fix this issue. If System or UAT testing results in a list of desired changes to the system, additional functionality not contemplated earlier © Agiloft, 2024 7 in the design process, such changes may require a change order. Testing issues found due to errors in the implementation and/or bugs, shall be corrected without a change order. 11 Training City will be responsible for organizing the logistics for any on - site or virtual training, including trainee scheduling, adequate training facilities / rooms (if on -site training is included in scope). 12 Documentati Training documentation is included in the quote; Agiloft will on develop/update these documents once per Go -Live - typically after the Solution has been implemented and validated by key City users. In addition, Agiloft will provide identified City user(s) access to the full, free, online Agiloft Administrator Training for their administrator users. 13 Timelines Agiloft and the City project manager will work together to adjust timelines based on US and company holidays and work schedules, such as adding two extra weeks to timelines that include the end of the year holiday period. 14 Questions/ Both Agiloft and City will address questions/clarifications posed by each organization or Contractor within a Clarifications reasonable timeframe - typically within two (2) business days. 15 Project Agiloft will deliver this work remotely unless explicit provision Delivery has been made for on -site work and additional budget for on -site work has been approved. Additional Provisions (a) Changes. Any changes to this SOW, including any changes to the specific Services and Deliverables to be provided hereunder shall be governed by Section 1(D) of the Professional Services Agreement. (b) Stop Work Order. City may suspend the work contemplated in this SOW in whole or in part for its convenience or for any other reason for a period of time, by giving prior written notice to Agiloft and Contractor (a "Stop Work Order"). Unless otherwise specified in the Stop Work Order, the suspension will enter into effect immediately upon Agiloft's and © Agiloft, 2024 8 Contractor's receipt of the written notice. Following receipt of the Stop Work Order, Agiloft shall (i) promptly cease all pending and ongoing services and comply with the Stop Work Order terms; (ii) work with and assist City to identify and minimize any potential project disruptions; (iii) properly protect and secure City Information and suspended work in such manner as City may reasonably require; and (iv) take all reasonable steps to minimize any costs associated with the suspension. Within five (5) business days of receipt of the Stop Work Order, Agiloft will provide to City a report detailing the work completed as of the date of suspension, the percentage of the project's completion, and a listing of all deliverables completed or partially completed but not delivered to City at the time of suspension. Upon request, Agiloft will deliver all the completed and partially completed deliverables to City. Within the Stop Work Order period (including any extension thereof) City shall issue a notice to Agiloft that (i) extends the suspension period, (ii) cancels the Stop Work Order and instructs Agiloftto resume work, or (iii) notwithstanding any termination provision in the Agreement, terminates the Agreement. Upon the cancellation of any Stop Work Order, Agiloft shall promptly resume the suspended work. Agiloft shall only be entitled to compensation for work performed and accepted by City before the start of any suspension period x) based on milestones that have been completed and the percentage completion of any milestones in progress, and y) work under Section (a)(ii) above where City cancels a Stop Work Order and instructs Agiloft to resume work. In no event shall Agiloft be entitled to additional compensation, profits, or damages due to the Stop Work Order. (c) Compliance with Privacy Laws and Data Security. Data Processing Details - Required Information. 1. General Information - Following are the types of Data (including Personal Information) to be Processed: o name, title and email address. No special categories of personal data will be processed under this Agreement - If Personal Information is processed, the following are the categories of Data Subjects: o Employees, consultants, potential vendor employees and consultants - Following are the country location(s) of Data Subjects: o Primarily in the United States and potentially India, and in countries where Agiloft or Contractor employees reside - Following are the country location(s) where the Data will be Processed (e.g., collected, used, transferred, etc.) or stored, including by any subprocessors identified in below o United States - Following is a list of the subprocessors (e.g., service providers) used by Supplier in providing the Services under the Agreement: o None © Agiloft, 2024 9 (d) City Materials. City may provide Contractor with certain City Confidential Information necessary for Contractor to accomplish the purpose of this SOW, including without limitation information related to the Services under this SOW. Agiloft acknowledges and agrees that it and Contractor shall cease all use of all City Confidential Information upon expiration or termination of this SOW, or at any time upon request by City. (e) Acceptance of Deliverables. City may reject or require the correction of any deliverable that has conspicuous errors or does not conform to this SOW. If City has not accepted or rejected a deliverable within five business days, the deliverable will be deemed accepted by the City. If City rejects a deliverable within five business days, City will provide Agiloft and Contractor with a list of nonconformities, which Agiloft will correct. © Agiloft, 2024 10 Statement of Work Sign -off The Customer is providing approval for Agiloft resources to be dispatched and billed against this Statement of Work (SOW #2) for all tasks and activities until completion of the project, pursuant to the terms and conditions of this SOW. IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to be executed by their duly authorized representatives as of the SOW Effective Date. Name: Patricia Pritts Signature: TatYlcla Tyfft f Patricia Pritts (Aug 19, 202416:44 PDT) Title: VP, Legal Operations Date: Aug 19, 2024 Name: Mark McDaniel Signature: Title: Deputy City Manager Date: Aug 30, 2024 PO is required and will be issued: ❑ or PO is NOT required: ❑ Billing Contact Name: Billing Contact Email: Billing Portal is required: ❑ Billing Portal Name/URL: By initialing here, I confirm that the purchase order/ billing information is accurate: © Agiloft, 2024 11 Amd 1 (SOW2)-City of Ft Worth-Agiloft-Aug 19 2024 requires your signature Final Audit Report 2024-08-19 Created: 2024-08-19 By: Agiloft esignrequests (agiloft_esignrequests@agiloft.com) Status: Signed Transaction ID: CBJCHBCAABAAH8LIBEkBeCCfbxN1bEOuHbUgZdT107FB "Amd 1 (SOW2)_City of Ft Worth-Agiloft-Aug 19 2024 requires y our signature" History '` Document created by Agiloft esignrequests (agiloft_esignrequests@agiloft.com) 2024-08-19 - 11:22:23 PM GMT Document emailed to Patricia Pritts (patricia.pritts@agiloft.com) for signature 2024-08-19 - 11:23:12 PM GMT °'�� Email viewed by Patricia Pritts (patricia.pritts@agiloft.com) 2024-08-19 - 11:43:47 PM GMT !y¢ Document e-signed by Patricia Pritts (patricia.pritts@agiloft.com) Signature Date: 2024-08-19 - 11:44:47 PM GMT - Time Source: server ® Agreement completed. 2024-08-19 - 11:44:47 PM GMT a Adobe Acrobat Sign M&C Review Page 1 of 2 A CITY COUNCIL AGEND Create New From This M&C DATE: 8/13/2024 REFERENCE NO.: **M&C 24-0615 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FORTWORTH 04AGILOFT PHASE II CSC 59732 NO SUBJECT: (ALL) Authorize the Execution of an Amendment to City Secretary Contract 59732 with Agiloft, Inc. for Phase II, the Implementation of the Agiloft Contract Lifecycle Management Application for an Additional 5 (Five) Departments at a One Time Total Cost of $120,000.00 RECOMMENDATION: It is recommended that the City Council authorize the execution of an amendment to City Secretary Contract 59732 with Agiloft, Inc., Phase II for the implementation of the Agiloft Contract Lifecycle Management Application for an additional 5 (five) departments at a one time total cost of $120,000.00. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the execution of an amendment to City Secretary Contract 59732 with Agiloft, Inc. for an amount not to exceed $120,000.00 for Phase II of the City's Contract Lifecycle Management Application. Mayor and Council Authorized M&C 23-0601 on June 27, 2023 for City Secretary Contract 59732 with Agiloft, Inc. for an agreement to purchase an Enterprise Contract Management Solution Software for the City, Request For Proposal No. 22-0178. Phase II is necessary for the implementation services for an additional 5 (five) departments. BUSINESS EQUITY: AGILOFT, INC., is in compliance with the City's Business Equity Ordinance by submission of the Prime Contractor Waiver Form. The City's Business Equity goal on this project is 5\ AGREEMENT TERMS: Upon City Council approval, the agreement will be amended to include implementation of the Agiloft CLM application for an additional 5 (five) departments. RENEWAL OPTIONS: This agreement may be renewed for up to two (2) one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager 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 funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for the FY24 ITS Agiloft Phase II project to support the approval of the above recommendation and execution of the contract. Prior to any expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. http://apps.cfwnet.org/council_packet/mc review.asp?ID=32322&councildate=8/13/2024 8/27/2024 M&C Review Page 2 of 2 TO Fund Department Account I Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manager's Office bv: Oriciinatinci Department Head: Additional Information Contact: ATTACHMENTS Amendment 1 FID Table.XLSX (CFW Internal) Form 1295 2023-1030324.pdf (CFW Internal) Mark McDaniel () Kevin Gunn (2015) Mark DeBoer (8598) http://apps.cfwnet.org/council_packet/mc review.asp?ID=32322&councildate=8/13/2024 8/27/2024