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HomeMy WebLinkAboutContract 62242CSC No. 62242 FORTWORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and PFM Group Consulting LLC ("Vendor" or "PFM"), a Delaware limited liability company. City and Vendor may each be individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: 1. Scope of Services. Vendor shall provide an assessment of and recommendations regarding the City of Fort Worth's financial policies with respect to incorporation of emergency medical services (EMS) as a City function. In particular, Vendor shall review existing policies of the City and of the Metropolitan Area Emergency Medical Services Authority, d/b/a Medstar ("Medstar"), interview necessary staff and stakeholders, and perform research regarding best practices among other EMS providers and units of government nationally. Based on the research, the vendor will issue recommendations for changes, additions, etc., to the City's financial policies. Exhibit "A," -Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on the date signed by the City Manager below ("Effective Date") and shall expire on September 30, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement. 3. Compensation. 3.1 Fee Total compensation under this Agreement will not exceed Twenty Thousand Dollars ($20,000.00). City will pay Vendor in accordance with the provisions of this Agreement, including the hourly rates reflected in Exhibit "B," which is attached hereto and incorporated herein for all purposes. 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. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.2 Structure of Payments i. Vendor will issue monthly invoices for all work performed under this Agreement. Invoices shall be submitted no later than the 15th day following the end of the month and sent to Financial Management Services Department, City of Fort Worth, Attn: Tony Rousseau, 100 Fort Worth Trail, Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. ii. Vendor shall provide the City with signed time sheets documenting the time spent OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX on the Services, which shall generally be sufficient documentation to substantiate invoices. If the City requires additional reasonable documentation, it shall request the same promptly after receiving the above -described information, and the Vendor shall provide such additional reasonable documentation to the extent the same is available. iii. On full and final completion of the Services, Vendor shall submit a final invoice, and City shall pay any balance due within 30 days of receipt of such invoice. iv. In the event of a disputed or contested billing, only the portion being contested will be withheld fiom payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. vi. For contested billings, the City shall make payment in full to Vendor within 60 days of the date the contested matter is resolved. If City fails to make such payment, Vendor may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the event of suspension of services, Vendor shall have no liability to City for delays or damages caused to City because of such suspension of services. 4. Termination. 4.1. Written Notice. The City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice. 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 shall 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 Obliaations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination, and Vendor shall 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 shall 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 shall return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. S. 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. If any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees to make full disclosure, as promptly as possible, to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents, and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written Vendor Services Agreement Page 2 of 11 approval of City unless disclosure is required by law or judicial or regulatory process. In the event disclosure is required by law or judicial or regulatory process, Vendor will promptly notify the City if doing so is not legally prohibited. 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 shall 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 shall store and maintain City Information securely and shall not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way. Vendor shall 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 shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RiLyht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the 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 shall have access during normal working hours to all necessary Vendor facilities -and shall be provided adequate and appropriate work space to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as an agent, representative, or employee of City. Subject to and following the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants, and employees on the one hand and the Vendor, its officers, agents, employees, servants, separate contractors, and subcontractors on the other hand. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, or subcontractors of Vendor. Neither Vendor nor any officers, agents, servants, employees, or subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for all payment and reporting of taxes on behalf of itself and of any of its officers, agents, servants, employees, or subcontractors. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF Vendor Services Agreement Page 3 of 11 VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, OR SEPARATE CONTRACTORS OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, OR SEPARATE 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, trademark, trade secret, or similar property right arising from City's use of any Vendor -provided software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall 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 shall 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 shall 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 shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall 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 assumption of payment of costs or expenses shall 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 shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to 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. Assianment and Subcontracting. Vendor Services Agreement Page 4 of 11 9.1 Assignment. Vendor shall 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 shall 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 and assignee shall be jointly liable for all obligations of Vendor under this Agreement before the effective date of the assignment. 9.2 Subcontract, If City grants consent to a subcontract, subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Based on the scope of work, commercial general liability, worker's compensation, and automobile coverages are waived. 11. Compliance with Laws, Ordinances, Rules and ReLyulations. Vendor agrees that in the performance of its obligations hereunder, it shall 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 shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITYAND HOLD CITYHARMLESS FROMSUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants, or representatives 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: City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 With copy to Fort Worth City Attorney's Office at same address We /�hIII4' Michael Nadol, President PFM Group Consulting, LLC 1735 Market Street 42nd Floor Philadelphia, PA 19103 Vendor Set -vices Agreement Page 5 of 11 14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for one year after its termination, solicit for employment or employ, whether as an employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 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 shall 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 shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, the venue for such action shall lie in state courts located in Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as outlined in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and its exhibits 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 any Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless outlined in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts, Electronic Signatures. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute the same instrument. Electronically reproduced signatures transmitted by facsimile or electronic mail shall be treated as originals for all purposes hereof. 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 Vendor Services Agreement Page 6 of 11 warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationalitv Act. Vendor shall 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 shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall 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 SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall 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 shall 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 shall be considered a "work -made - for -hue" 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 in entering into this Agreement amendment hereto. 28. Change in Comvanv Name or Ownership. Vendor shall 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 may adversely impact future invoice payments. 29. No Bovcott 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" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Vendor Services Agreement Page 7 of 11 Government Code. By signing this contract, 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 contract. 30. Prohibition on Bovcottinri Energv 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 company that it: (1) does not boycott energy companies, and (2) will not boycott energy companies during the term of the contract. The terns "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. 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 company 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. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. 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; compliance with such obligation does not cause Vendor to be in violation of any federal law or federal regulation to which it is subject. 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. 34. Affiliate Services. Upon request of City, Vendor or an affiliate of Vendor may agree to additional services to be provided by Vendor or an affiliate of Vendor, by a separate writing, including separate scope and compensation, between City and Vendor or its respective affiliate. For the sake of clarity, any separate agreement between City and an affiliate of Vendor shall not in any way be deemed an amendment or modification of this Agreement. 35. Information to be Furnished to Vendor. All information, data, reports, and records in the possession of City or any thud party necessary for carrying out any services to be performed under this Agreement ("Data") shall be furnished to Vendor. Vendor may rely on the Data in connection with its Vendor Services Agreement Page 8 of 11 provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy or completeness of such Data. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Name David ooke' Title: City anager Date: 16121 20 f APPROVAL RECOMMENDED: h-1--_ By: Reginald Zeno (Oct 30, 2024 08:37 CDT) Name: Reginald Zeno Title: Chief Financial Officer vntn e'A �pCRT�,Oaaa ATTEST: pro 000:10 pap* aandb�aogo By: Name: Jannette S. Goodall Title: City Secretary 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. AAMrr(u krass,-6c By: Anthony Rousseau (Oct 29, 202416:51 CDT) Name: Anthony Rousseau Title: Assistant Director Financial Management Services APPROVED AS TO FORM AND LEGALITY: Name: Denis McElroy Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: NA Vendor services Agreement VENDOR: PFM Group Consulting LLC -M 4%.. B�/• ,7 Michael Nadol (Oct 29, 202413:51 EDT) Name: Michael Nadol Title: President Date: 10/29/2024 2024 OFFICIAL RECORD CITY SECRETARY Page 9 of 1 r FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES PFM will conduct the following steps and provide related services as requested. 1. PFM will review existing City financial policies and directives, as well as any available, relevant financial policies previously used by MedStar. PFM will also intei view City financial staff and other relevant stakeholders (e.g., the City's EMS operational consultant) regarding current practices and areas of potential concern and will review general financial data for the EMS function. 2. Following preliminary analysis and interviews, PFM will benchmark key EMS -related financial policies among other large Texas local governments and will research "best practices" among other local governments and EMS providers nationally. 3. As warranted, additional analysis of financial data may be conducted (e.g., cash flow volatility and risk analysis to help evaluate reserve requirements). 4. Findings will be summarized in a memorandum report, and PFM may provide additional support with drafting policy revisions and/or additions as requested by the City. Page 10 of 11 EXHIBIT B PRICE SCHEDULE Total compensation under this Agreement will not exceed Twenty Thousand Dollars ($20,000.00). PFM proposes to use the following hourly rates for the project: Managing Director: $350/hour Director/Senior Managing Consultant $300/hour Senior Analyst / Analysis Analyst: $200/hour Vendor Services Agreement Page 11 of 11 FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Name of Contract Manager: Department's Attorney: Item or Service sought: Financial Policies for EMS Services Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service: CSC or Purchase Order #: Amount: Projected M&C Date: Financial Management Services Alex Laufer Denis McElroy Financial Advisor Services Regarding Necessary $25,000 PFM Yes ❑ No N N/A N/A N/A How will this item or service be used? PFM will review existing City and Medstar financial policies, interview necessary staff and stakeholders, and perform research regarding best practices among other units of governments nationally. Based on this, PFM will issue finding regarding necessary changes, additions, etc., to the financial policies to ensure that the EMS function is governed by reasonable, responsible, and appropriate policies. See also the attached scope of work. Page 1 of 7 Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No If yes, please provide requisition number or brief explanation of contact with Purchasing Division: N/A Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, only complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: ❑x A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ® A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer, • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or Page 2 of 7 • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. PFM is a professional financial advisor firm that specializes in financial advising and consulting. PFM employs the best personnel around the country to provide these services and has expertise in municipal finance. The work being provided requires intellectual abilities and is not manual or routine. Expertise in financial management is needed to not only analyze existing policies but also evaluate best practices from around the country. PFM will be required to analyze, compare, and assess existing policies in order to make recommendations on needed changes to ensure responsible financial policies moving forward. Additionally, this service is necessary to ensure that the City is set up to fund these services moving forward on a continuous basis. Without proper financial policies, it may not be possible for this new service to continue which would jeopardize the health and welfare of Fort Worth residents and in the surounsing area. Please also see the attached scope. Section 3: Claimed Sole -Source Exemption and Justification NOTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions ❑ *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; Page 3 of 7 How did you determine that the item or service is only available from one source? Click or tap here to enter text. Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. Click or tap here to enter text. Did you attach a sole source justification letter? ❑ Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Click or tap here to enter text. Section 4: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ®Yes ❑No. Was there anything attached to this form that was relied on in making this determination? ®Yes ❑No. If yes, please explain: Attachment discussing the scope of project and the project team's credentials Was there anything not included on this form or attached hereto that was relied on in malting this determination? ❑Yes ®No. If yes, please explain:Click or tap here to enter text. Will the standard terms and conditions apply? ©Yes ❑No. Will the contract require special terms? ❑ Yes ❑X No. Will the contract require review by the department attorney? ❑X Yes []No. Approved By: Page 4 of 7 gza.a-,� Date: 9/24/24 Je emy Anato-Mensah / Jessika Williams Assistant City Attorney Page 5 of 7 0 DISCUSSION DRAFT pfm City of Fort Worth Emergency Medical Services (EMS) Financial Policies Review The City of Fort Worth, Texas, (the "City") seeks a review of financial policies associated with adding Emergency Medical Services ("EMS") as a new area of City operations and assistance with revising such policies as warranted. PROJECT SCOPE To help the City revise and/or develop appropriate fiscal policies to address the addition of EMS services as a new area of operation and source of revenues, PFM will conduct the following steps and provide related services as requested. 1. PFM will review existing City financial policies and directives, as well as any available, relevant financial policies previously used by MedStar. PFM will also interview City financial staff and other relevant stakeholders (e.g., the City's EMS operational consultant) regarding current practices and areas of potential concern and will review general financial data for the EMS function. 2. Following preliminary analysis and interviews, PFM will benchmark key EMS -related financial policies among other large Texas local governments and will research "best practices" among other local governments nationally. 3. As warranted, additional analysis of financial data may be conducted (e.g., cash flow volatility and risk analysis to help evaluate reserve requirements). 4. Findings will be summarized in a memorandum report, and PFM may provide additional support with drafting policy revisions and/or additions as requested by the City. PROJECT FEES Under the terms of the existing agreement between the City and PFM Financial Advisors LLC, the following hourly rates are proposed for this project: Title Hourly Rate Managing Director $350 Director / Senior Managing Consultant $300 Senior Analyst / Analyst $200 PFM is prepared to complete this analysis within ninety days from the start date but is flexible to adjust the timeline based on evolving considerations with regard to the timing of transfer of EMS responsibilities and/or other City timing considerations. 1 of 2 DISCUSSION DRAFT PROJECT TEAM Danielle Scott Parker is a Director with PFM's Management and Budget Consulting (MBC) practice As the practice lead for MBC's growth strategy in Texas, Danielle managed PFM's Operations and Organization Review for Harris County from proposal to project completion. In this role she served as day-to-day project manager for the year -long review of 12 departments. She continued to work with Harris County during the 2021 budget to identify and develop outcomes -based performance measures and other data -driven key performance indicators for county departments. She supported PFM's multi -year financial plan work in Houston, provided multi -year forecasting for Missouri City, Texas, and reviewed revenue alternatives for criminal justice fines and fee revenue in Dallas County. Danielle has also advised public sector clients nationally on a broad range of organizational and budget strategies. This work has included an Operational Review Cobb County, GA and multi -year financial planning for the Cities of Danville, VA, Rockford, IL, and Trenton, NJ, strategic and budget advice for Hartford, CT, and budget forecast modeling for Gary, IN and the cities of Compton and Richmond, CA. Danielle is a graduate of Howard University. Seth Williams is a Director in PFM's Management and Budget Consulting practice and deputy director of the firm's Center for Justice & Safety Finance. Seth regularly leads focused work on public safety financial improvement and efficiency initiatives, operational reviews, and workforce and organizational structure analyses. Seth has led the firm's analysis of criminal justice and public safety agencies in with many notable city and county governments throughout the nation — developing recommendations to reduce expenditures, increase efficiencies and outcomes, and redesign portions of the criminal justice and public safety system. He has supported a diverse set of clients, including: the Commonwealths of Pennsylvania and Virginia; Shelby County (TN); City of Houston (TX); City of Memphis (TN); City of Providence (RI); City of New Orleans (LA); and City/County of Philadelphia (PA). Prior to joining PFM, Seth worked for the Office of the New Jersey Governor as the Cabinet Liaison and Deputy Director of Management and Operations. He was the primary point of contact in the Governor's Office on operations, budget preparation, organizational management issues, and tactical activities for 12 cabinet departments and sub -cabinet agencies — primarily in areas of criminal justice and public safety. He holds a B.A. from Muhlenberg College and an M.P.A. from the University of Pennsylvania. Michael Nadol is a Managing Director at PFM and President of PFM Group Consulting LLC, specializing in public sector financial sustainability and workforce strategies. He provides strategic, quantitative and analytical support for collective bargaining and human resources reforms on behalf of many of the nation's largest public employers. Prior to joining PFM, Mike served the City of Philadelphia in positions including Deputy Mayor, Director of Labor Negotiations and Director of Finance. In these roles, he worked on management and budget initiatives key to the city's fiscal turnaround in the early 1990's and led contract negotiations covering over 22,000 municipal employees. He has testified as an expert witness in U.S. District Court, before two Presidential Emergency Boards appointed under the Railway Labor Act and in public employee fact-finding and interest arbitration proceedings in ten states and the District of Columbia. In addition, Mike has played a lead role in long-range financial planning, turnaround consulting and performance improvement programs for cities, counties, states and federal agencies. Mike has taught on the adjunct faculty of the University of Pennsylvania's Master of Public Administration program, and served two terms as an appointed adviser to the Government Finance Officers Association (GFOA) Committee on Governmental Budgeting and Fiscal Policy. Please note that Mike is available for this assignment through his planned retirement from PFM on December 31, 2024. Additional subject matter support, as needed, will be provided by Sarah Schirmer, Managing Director and Randy Bauer, Director, with analytical support by Harry Hansen -Fleishman, MPA, analyst, and/or other qualified PFM analysts and senior analysts. 2 of 2