HomeMy WebLinkAboutContract 62676Segal CSC No. 62676
Master Consulting Agreement
THIS MASTER CONSULTING AGREEMENT (the "MCA" and together with any Statement of
Work(s) ("SOW") issued hereunder, the "Agreement") between The Segal Group, Inc., a
Delaware corporation, with its principal place of business at 333 West 34th Street, New York,
New York 10001-2402, on behalf of itself and its operating subsidiaries and its affiliates',
(collectively, "Segal"), and City of Fort Worth, Texas, a Texas municipality, with its principal
place of business at 100 Fort Worth Trail, Fort Worth, Texas, 76102 ("Client") is made
effective as of November 1, 2024 (the "Effective Date"). Segal and Client will also be referred to
herein individually as a "Party" and jointly as the "Parties".
1. Services.
(a) Services. Segal will provide certain human resources consulting and related
services to Client ("Services") as set forth in one or more SOWS, a form of which
is attached hereto, signed by both Parties. The execution of an SOW by any of
Segal's affiliates, specifically referencing this Agreement, is an agreement by and
between the applicable Segal entity and Client. Each SOW is subject to and
incorporates the terms and conditions of this MCA by reference. For the
avoidance of doubt, this Agreementdoes not cover(i) investment consulting and
advisory services provided by Segal Advisors, Inc. (d/b/a/ Segal Marco Advisors)
or (ii) specialized insurance brokerage and related services provided by Segal
Select Insurance Services, Inc.
(b) Standard of Care. All Services rendered under this Agreement will be
performed by competent personnel with at least the same degree of care and
skill exercised by reputable providers of similar services and in accordance with
all applicable laws, regulations and professional standards. Segal's Services do
not include rendering legal, tax or accounting advice or the acceptance of
fiduciary responsibility under the Employee Retirement Income Security Act of
1974, as amended, and the regulations promulgated thereunder ("ERISA") or
other laws. Client acknowledges and agrees that Segal will not have any liability
or responsibility whatsoever for (i) the acts or omissions of Client's employees,
agents and other service providers (whether current or past), (ii) Client's
condition or status prior to Segal's retention as a service provider, (iii) the long-
term impact of such acts, omissions, condition or status, or (iv) the veracity or
accuracy of data received from or on behalf of Client.
2. Term and Termination.
(a) Term. The term of this Agreement will commence on the Effective Date and
continue in effect until December 31, 2027 (the "Initial Term"), unless earlier
This agreement governs services provided by the following legal entities: The Segal Company (Eastern States), Inc. (EIN: 13-
1835864), a New York corporation; The Segal Company (Southeast), Inc. (EIN: 13-2619259), a Georgia corporation; The Segal
Company (Midwest), Inc. (EIN: 13-1975125), an Illinois corporation: The Segal Company (Western States), Inc. (EIN: 94-
1503999), a Maryland corporation and The Segal Company, Ltd. (EIN: 13-2776405), a Michigan corporation, authorized to
conduct business in Canada.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX -A -Segal
terminated by a Party in accordance with Section 2(b) of this Agreement.
Notwithstanding the foregoing, should any SOW entered into during the Initial
Term or any renewal or extension term require Services to be performed beyond
the expiration or termination of this MCA, the terms of this Agreement shall
remain in full force and effect until the expiration or termination of such SOW.
(b) Termination. Either Party may terminate this MCA or any SOW upon at least
sixty (60) calendar days' written notice. Upon termination of this Agreement, the
Parties agree and understand that any corresponding business associate
agreements (each a "BAX) and/or personal information processing agreements
(each a "PIPA") shall terminate under the same terms, subject to any data
retention, return and destruction provisions contained therein.
(c) Fiscal Funding Out. In the event no funds or insufficient funds are appropriated
by Client in any fiscal period for any payments due hereunder, Client will notify
Segal of such occurrence and this MCA or any SOW shall terminate on the last
day of the fiscal period forwhich appropriations were received without penalty or
expense to the Client of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated. Client
agrees to notify Segal in writing as soon of practicable upon becoming aware of
any such non -appropriation of funds.
3. Fees and Expenses
(a) Fees. Segal's fee for the Services will be set forth in the applicable SOW.
(b) Expenses. Client will reimburse Segal for any reasonable expenses incurred in
connection with providing the Services, unless otherwise expressly set forth in an
SOW. Additionally, if Segal is requested or compelled to participate in actual or
anticipated disputes, investigations, arbitrations, litigation or other dispute
resolution proceedings (each an "Action") as a result of its relationship with
Client, Client will reimburse Segal for all reasonable costs (including, but not
limited to, Segal time spent and costs incurred in connection with responding to
subpoenas and other document requests) and fees, including attorney's fees,
that Segal incurs, during or after the term of this Agreement, except where Segal
is itself a party to such Action. However, Segal will not perform any additional
services or bill for expenses incurred for Client not specified by this MCA or any
SOW unless Client requests and approves in writing (which may be an email) the
additional costs for such services. Client will not be liable for any additional
expenses unless Client first approves such expenses in writing.
(c) Invoices and Payment. All undisputed invoices (or portions thereof) will be paid
by Client within thirty (30) days of receipt by electronic funds transfer (e.g. ACH
or wire) in immediately available funds, as specified in the applicable invoice. If,
within forty-five (45) days of the invoice date, Segal has not received payment for
any undisputed fees or expenses payable hereunder, Segal may assess a late
payment fee equal to the lower of (i) the highest interest rate permitted under
applicable law or (ii) 2% interest per month, until such fees and/or expenses are
paid in full. Upon termination of this Agreement, Segal will be compensated for all
work performed up until the date of Termination.
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(d) Indirect Compensation.
(i) General. Other than commissions from the placement of insurance
policies, as described below and set forth in the SOW, Segal does not
anticipate receiving indirect compensation in connection with providing
Services under this Agreement.
(ii) Insurance Commissions. Segal is a licensed insurance producer. In the
course of providing Services related to health and welfare plans or
benefits, the Client may appoint Segal as its broker of record and Segal
may place insurance policies for Client. Acting in this capacity and
consistent with applicable law, Segal may earn commissions from the
placement of insurance policies. Prior to placing any commission -bearing
insurance policy on Client's behalf, the Parties will enter into an additional
compensation disclosure agreement describing all compensation paid or
payable to Segal in connection with Client's purchase of insurance. If this
Agreement is terminated or Client removes Segal as its broker of record,
consistent with applicable insurance law, Segal will retain all commissions
received prior to the date of termination or removal.
Segal also participates in contingent compensation programs with
insurance carriers, which may result in additional compensation to Segal
from the Client's insurance carrier(s). Segal has established procedures
to prevent its participation in any contingent compensation programs from
influencing the neutrality in recommending insurance products and uses
such contingent compensation to offset firm -wide operating expenses and
improve client support services.
(e) ERISA Acknowledgements.
(i) Client Fiduciary Authority. If Client is an employee benefit plan, each
person(s) signing this Agreement is doing so in his/her capacity as
representative or agent of the plan's "Named Fiduciary" (as defined by
ERISA). The Named Fiduciary acknowledges that it has sole authority to
select the plan's service providers and has responsibility to determine
whether the service arrangements, including compensation paid, are
reasonable.
(ii) ERISA Fee Disclosures.
(1) Health and Welfare Plans. Segal acknowledges that it is a
"covered service provider" within the meaning of Section 408(b)(2)
of ERISAwhen providing Services to health and welfare plans and
will disclose any fees and other compensation it receives in
accordance with the requirements of with ERISA Section
408(b)(2). This Agreement describes the Services and Segal's
direct compensation for Services. If Segal receives any indirect
compensation (as described in Section 3(d) above), Segal will
provide an annual statement describing the indirect compensation
it received in the previous plan year. The Named Fiduciary agrees
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and acknowledges that it has received a copy of this Agreement
for review reasonably in advance of entering into this Agreement
and that the designation of Segal as a service provider, and any
other transactions contemplated by this Agreement, are consistent
with and permissible under the plan documents.
(2) Pension Plans. If Segal receives any indirect compensation in
connection with providing services to pension plans, it will be a
"covered service provider" within the meaning of Section 408(b)(2)
of ERISA and will disclose any fees and other compensation it
receives in accordance with the requirements of with ERISA
Section 408(b)(2). This Agreement describes the Services and
Segal's direct compensation for Services. If Segal receives any
indirect compensation (as described in Section 3(d) above), Segal
will provide an annual statement describing the indirect
compensation it received in the previous plan year. The Named
Fiduciary agrees and acknowledges that it has received a copy of
this Agreement for review reasonably in advance of entering into
this Agreement and that the designation of Segal as a service
provider, and any other transactions contemplated by this
Agreement, are consistent with and permissible under the plan
documents.
A copy of Segal's firm -wide ERISA Section 408(b)(2) fee disclosure is
available at http://www.segalco.com/disclosure-of-compensation.
4. Information and Ownership.
(a) Client Information. Client agrees to supply to Segal (either directly or through
Client's agents and representatives) on a timely basis all of the data,
documentation and information (e.g., current plan design and plan documents,
information concerning all plan participants and beneficiaries) reasonably needed
by Segal to perform the Services ("Client Information"), in a usable format. If
Client Information is not provided in a usable format, Segal may charge Client for
actual costs incurred in converting it to a usable a format. Segal will have the
right to reasonably rely on the accuracy and completeness of Client Information
and will have no responsibility for independently verifying or checking Client
Information for accuracy or completeness. Client will notify Segal promptly upon
gaining knowledge of any material change to Client Information. Client
acknowledges and agrees that Segal shall have no liability for errors resulting
from latent defects in Client Information or Client's failure to notify Segal of
changes to Client Information.
(b) Ownership of Client Information. Client Information is and will remain the sole
and exclusive property of Client. In addition to the Services, Segal is authorized
to use Client Information for internal purposes and may aggregate Client
Information with other data collected by Segal and distribute such data, or
analysis of such data, to third parties, provided such distributed data does not
identify Client or any Client participants or beneficiaries. Further, Segal is
expressly authorized to include Client's name in a list of representative clients for
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marketing and/or sales purposes. For the avoidance of doubt, Segal will not sell
or otherwise receive remuneration for Client Information or materials derived
from Client Information.
(c) Ownership of Deliverables. Client acknowledges that, in providing the Services,
Segal will distribute or make available certain proprietary materials ("Segal's
Proprietary Information"), including, but not limited to, publications, software,
know-how, techniques, methodologies and report formats. Except to the extent
that they are or incorporate Segal's Proprietary Information, all documents, data,
and other tangible materials authored or prepared and delivered by Segal to
Client under the terms of this Agreement (collectively, the "Deliverables"), are the
sole and exclusive property of Client, once paid for by Client. To the extent that
Segal's Proprietary Information is incorporated into such Deliverables, Client will
have a perpetual, fully paid, non-exclusive, non -transferable and non-
sublicensable right to use, copy, and modify Segal's Proprietary Information as
part of the Deliverables internally and for their intended purpose. Segal will not
have any responsibility or liability for use of any Deliverable in any manner other
than for the intended purpose.
5. Confidentiality and Data Privacy.
(a) Confidential Information. Confidential Information includes (i) Client
Information; (ii) Segal's Proprietary Information; and (iii) any other information
clearly identified by a Party as confidential at the time of disclosure or that a
reasonable person should understand to be confidential or proprietary in nature.
Confidential Information will not include information which: (i) is or becomes a
part of the public domain through no fault of the receiving Party; (ii) was in the
receiving Party's lawful possession prior to the disclosure; (iii) is disclosed by the
disclosing Party without restriction on disclosure; (iv) is independently developed
by the receiving Party without reliance on the disclosing Party's Confidential
Information; (v) is required to enforce a Party's rights hereunder; or (vi) is
required to be disclosed by a governmental authority or pursuant to a subpoena,
provided that to the extent not prohibited by applicable law, the receiving Party
gives the disclosing Party a reasonable opportunity to contest the disclosure
and/or seek any available protections for the Confidential Information.
(b) Obligations Related to Confidential Information. With respect to a disclosing
Party's Confidential Information, the receiving Party agrees to:
(i) Not use or disclose Confidential Information for any reason other than the
reason it was disclosed or as otherwise permitted by this Agreement (the
"Purpose"), without the express permission of the disclosing Party;
(ii) Not misappropriate or use Confidential Information in order to intentionally
damage the disclosing Party's business or reputation or otherwise gain a
competitive advantage over the disclosing Party;
(iii) Only disclose, or otherwise make available, Confidential Information to
those of its affiliates, officers, employees and agents ("Representatives")
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who have a legitimate need to know the Confidential Information in
furtherance of the Purpose and have been made aware of the obligations
of this Agreement and their responsibility for complying with those
obligations. The receiving Party acknowledges that it is fully responsible
for a breach of this Agreement by its Representatives;
(iv) Notify the disclosing Party promptly upon becoming aware of any
unauthorized use, disclosure or release of Confidential Information of
which it is aware.
(v) Notwithstanding the foregoing, Client is a government entity under the
laws of the State of Texas and all documents held or maintained by Client
are subject to disclosure under the Texas Public Information Act. In the
event there is a request for information marked Confidential or
Proprietary, Client will promptly notify Segal. It will be the responsibility of
Segal to submit reasons objecting to disclosure. A determination on
whether such reasons are sufficient will not be decided by Client, but by
the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction.
(c) Cybersecurity. Segal maintains procedures, consistent with industry standards
and applicable regulatory guidance (including the US Department of Labor's
Cybersecurity Program Best Practices) and as required by law, to ensure the
security of all data maintained on Segal's information technology systems. In
addition, Segal maintains a reasonable and appropriate business
continuity/disaster recovery program. Segal agrees to provide Client with any
information Client reasonably requests related to Segal's information security
protocols and disaster recovery program, provided that such information will be
treated by Client as Confidential Information and not disclosed to any third party
without Segal's consent.
(d) Personal Information. Segal acknowledges that Client Information may include
personally identifiable information ("PII") related to Client's employees and/or
participants and beneficiaries under Client's sponsored employee benefit plans,
including, but not limited to Personal Information ("PI"), as such term is defined in
the California Consumer Privacy Act of 2018 ("CCPA"), as amended, and
Protected Health Information ("PHI"), as such term is defined in the Health
Insurance Portability and Accountability Act of 1996, as amended by the Health
Information Technology for Economic and Clinical Health Act ("HITECH") and the
American Recovery and Reinvestment Act of 2009 ("ARRA") (together "HIPAX),
and the regulations promulgated thereunder (the "HIPAA Rules"). Prior to Segal's
receipt of PII, PHI, or PI, the Parties will enter into a BAA and/or a PIPA that set
out the additional terms, requirements, and conditions on which Segal will obtain,
handle, process, disclose, transfer, or store PII when providing services under
this Agreement. The PIPA and/or BAA will be attached to this Agreement. In the
event of any conflict or ambiguity between:
(i) any provision contained in this Agreement, including any attachments,
amendments or addendums thereto, and any provision contained in the
body of any PIPA, the provision in the body of the PIPA will prevail;
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(ii) any provision contained in this Agreement or the PIPA, including any
attachments, amendments or addendums thereto, and any provision
contained in the body of any separately executed BAA between the
Parties, the provision in the body of such BAA will prevail with respect to
PHI.
6. Liability and Insurance.
(a) Force Majeure. Neither Party will be in default or otherwise liable for any delay in
or failure of its performance under this Agreement where such delay or failure
arises by reason of any Act of God, act or failure to act by a governmental body,
the elements, strikes or labor disputes, global pandemic, or other cause beyond
the control of such Party.
(b) Liability. SEGAL WILL 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 SEGAL, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
(c) General Indemnification. SEGAL HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CLIENT, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO SEGAL'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 SEGAL, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
(d) Remedies. SEGAL WILL NOT BE LIABLE UNDER ANY LEGAL OR
EQUITABLE THEORY, WHETHER IN CONTRACT OR IN TORT, FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES OR COSTS (WHETHER OR NOT SEGAL HAS BEEN ADVISED OF
OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES), OR
FOR ANY LOST PROFITS, APPRECIATION, EARNINGS, OR SAVINGS, OR
FOR ANY CLAIMS AGAINST CLIENT BY ANY OTHER PARTY.
NOTHING IN THIS SECTION WILL ACT TO RELIEVE SEGAL FROM ANY
RESPONSIBILITY, LIABILITY OR DUTY WHICH SEGAL MAY NOT DISCLAIM
UNDER APPLICABLE FEDERAL OR STATE LAWS, INCLUDING ERISA.
(e) Insurance. Segal must provide Client with certificate(s) of insurance
documenting policies of the following types and minimum coverage limits that are
7 ASegal 7
to be in effect prior to commencement of any Services pursuant to this
Agreement:
(i) Coverage and Limits
(1) Commercial General Liabilitv:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(2) Automobile Liabilitv:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Segal, 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.
(3) Worker's Compensation:
• 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
(4) Professional Liabilitv (Errors & Omissions):
$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 Client to evidence coverage.
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(ii) General Requirements
(1) The commercial general liability and automobile liability policies
must name Client as an additional insured thereon, as its interests
may appear. The term Client includes its employees, officers,
officials, agents, and volunteers in respect to the contracted
services.
(2) The workers' compensation policy must include a Waiver of
Subrogation (Right of Recovery) in favor of Client.
(3) A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage must be provided to Client. Ten (10) days'
notice will be acceptable in the event of non-payment of
premium. Notice must be sent to the Risk Manager, City of Fort
Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies
to the Fort Worth City Attorney at the same address.
(4) 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.
(5) Any failure on the part of Client to request required insurance
documentation will not constitute a waiver of the insurance
requirement.
(6) Certificates of Insurance evidencing that Segal has obtained all
required insurance will be delivered to the Client prior to Segal
proceeding with any work pursuant to this Agreement.
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7. Notices. Any notices or other communications under this Agreement will be in writing
and will be given to the Parties at the addresses set forth below:
If to Client, to:
City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
United States
Attention: Jesica McEachern
Jesica.McEachern@fortworthtexas.gov
If to Segal, to:
The Segal Group
333 West 34t" Street
New York, New York 10001
United States
Attention: General Counsel
Contract_Notice@segalco.com
Copy to:
TL Cox
tcox@segalco.com
Notices will be deemed to have been received upon the earlier of actual receipt thereof
or, with respect to delivery (i) by electronic mail, upon confirmation of receipt, whether
telephonically or by electronic transmission; (ii) by overnight courier or overnight express
mail, the next business day following delivery to such overnight courier or the U.S.
Postal Service; and (ii) by mail, the fifth business day following such delivery to the U.S.
Postal Service. Any Party may change the contact information above by written notice to
the other.
8. Governing Law and Venue This MCA and all SOWs 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 MCA or SOWs, 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.
9. General
(a) Entire Agreement; Modification of Agreement. This MCA, along with the
applicable SOW(s) constitutes the entire agreement between the Parties
regarding the furnishing of the Services and supersedes all prior oral or written
understandings between the parties. Neither party has relied on any promises,
representations, or warranties except as expressly set forth in this Agreement.
No modification or amendment hereto will be valid unless it is in writing and
signed by the Parties.
(b) Assignment of the Agreement. A Party may only assign this Agreement with
the other Party's prior written consent, except that either party may assign this
Agreement: (i) to any of its affiliates or subsidiaries (whether existing now or in
the future); (ii) in connection with the transfer or sale of all or substantially all of
its assets or business or business to which this Agreement relates or (iii) its
merger or consolidation with another company. No assignment will discharge a
party from its obligations or duties under Section 4 (Information and
Ownership), Section 5 (Confidentiality and Data Privacy) and Section 6
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(Liability and Insurance) of this Agreement. This Agreement will be binding
upon both Parties hereto, and their respective successors and assigns.
(c) Subcontractors and Sub -advisers. Client understands and agrees that Segal
may, from time to time, consult with or receive services from subcontractors in
connection with providing the Services under this Agreement.
(d) Non -Solicitation. While this Agreement is in effect and for eighteen (18) months
thereafter, Client agrees to not directly solicit for employment any Segal
employees directly involved in providing any Services or otherwise induce such
individuals to terminate their relationship with Segal. The preceding sentence will
not prohibit Client from considering for employment any Segal employee or
former employee who (i) seeks employment with Client in response to a general
advertisement by Client or (ii) is identified in the course of employment searches
by an independent third party retained by Client (so long as the search is not
directed toward Segal's employees).
(e) Survival of Terms. The provisions of Section 4 (Information and Ownership),
Section 5 (Confidentiality and Data Privacy), Section 6 (Liability and
Insurance), Section 8 (Dispute Resolution; Governing Law; Waiver of Jury
Trial) and Section 9 (General) will survive the termination of this Agreement.
(f) Severability and Waiver. If any provision of this Agreement is found to be
illegal or otherwise unenforceable, that provision will be severed and the
remainder of this Agreement will remain in full force and effect. No consent to or
waiver of any default hereunder will be effective unless in writing and no such
consent or waiver will be construed as a consent to or waiver of any default in the
future or of any other default hereunder.
(g) Authority to Enter Agreement.
(i) Segal represents and warrants that: (A) it has all necessary power and
authority to enter into this Agreement; (B) the person signing has been
duly authorized to execute this Agreement on its behalf; (C) the execution
and delivery of this Agreement and any action contemplated herein does
not conflict with, or violate, any provision of law, rule or regulation,
contract, deed of trust or other instrument to which it is a party or
otherwise bound; (D) this Agreement is a valid and binding contract
enforceable against it; and (E) to its knowledge, it is in compliance with all
applicable law and regulation related to its performance pursuant to the
terms of this Agreement.
(ii) Client represents and warrants that: (A) it has all necessary power and
authority to enter into this Agreement; (B) the person signing has been
duly authorized to execute this Agreement on its behalf, (C) the execution
and delivery of this Agreement and any action contemplated herein does
not conflict with, or violate, any provision of law, rule or regulation,
contract, deed of trust or other instrument to which it is a party or
otherwise bound; (D) this Agreement is a valid and binding contract
enforceable against it; and (E) to its knowledge, it is in compliance with all
7 r Segal 11
applicable law and regulation related to its performance pursuant to the
terms of this Agreement.
(h) No Third Party Beneficiaries. This Agreement (and any amendment or
addendum thereto) is made and entered into solely for the benefit and protection
of the Parties hereto, their successors and permitted assigns, and does not
confer any rights or privileges upon any third parties, including any participant or
beneficiary of Client.
(i) Independent Contractors. Nothing in this Agreement shall make Segal and
Client partners, joint venturers, or otherwise associated in or with the business of
the other. Segal is and shall always remain an independent contractor. Neither
Party shall be liable for any debts, accounts, obligations, or other liabilities of the
other Party, its agents, or employees. The Parties are not authorized to incur
debts or obligations of any kind, on the part of or as agent for the other except as
may specifically be authorized in writing.
(j) Counterparts. This Agreement may be executed in any number of counterparts
using ink or electronic signatures, each of which will be deemed an original.
Facsimile or other electronic copies (e.g., PDF) thereof will be deemed to be
originals.
(k) Right to Audit. Segal agrees that Client shall, until the expiration of three (3)
years after final payment under this MCA or any SOW, have access to and the
right to examine any directly pertinent books, documents, papers and records of
Segal involving transactions relating to the MCA or any SOW. Segal agrees that
Client shall have access during normal working hours to all necessary Segal
facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. Client shall give
Segal reasonable advance notice of intended audits.
(1) No Boycott of Israel. If Segal has fewer than 10 employees or this Agreement is
for less than $100,000, this section does not apply. Segal acknowledges that in
accordance with Chapter 2270 of the Texas Government Code, Client 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 Government Code. By
signing this MCA, Segal certifies that Segal's signature provides written
verification to Client that Segal: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the Agreement.
(m) Prohibition on Boycotting Energy Companies. Segal acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, Client 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 Client
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
7 r Segal 12
contract. To the extent that Chapter 2276 of the Government Code is applicable
to this Agreement, by signing this Agreement, Segal certifies that Segal's
signature provides written verification to Client that Segal: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of
this Agreement.
(n) Prohibition on Discrimination Against Firearm and Ammunition Industries.
Segal acknowledges that except as otherwise provided by Chapter 2274 of the
Texas Government Code, Client 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 Client 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. To the extent that Chapter 2274 of the Government Code is
applicable to this Agreement, by signing this Agreement, Segal certifies that
Segal's signature provides written verification to Client that Segal: (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.
[Execution Page Follows]
7 r Segal 13
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
By�>
of this contract, including ensuring all
Name: Jesica McEachern
performance and reporting requirements.
Title: Assistant City Manager
Date: 01 /10/2025
Ha^c4l) Cam
By:
APPROVAL RECOMMENDED:
Name: Harold Cates
Title: Human Resources Manager
/hkmzr APPROVED AS TO FORM AND LEGALITY:
By: Dianna Giordano (Jan 2, 202511:39 CST)
Name: Dianna Giordano
Title: Human Resources Director
ATTEST: ofFORt°aa By:
pro°9�� Name: Jessika Williams
Title: Assistant City Attorney
p W. o
%a Cant n�45gga
By: CONTRACT AUTHORIZATION:
Name: Jannette Goodall M&C: 24-1070
Title: City Secretary Form 1295: 2024-1242063
VENDOR:
The Segal G•-zviy /
By:
Name: TL Cox
Title: Vice President
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Segal 14
��Segal
Statement of Work No. 1
Classification and Compensation Study
THIS STATEMENT OF WORK ("SOW"), effective as of November 1, 2024 (the "Effective
Date"), is entered into by the City of Fort Worth, Texas ("Client") and The Segal Company
(Western States) Inc. (for purposes of this SOW, "Segal") pursuant to the Master Consulting
Agreement dated as of November 1, 2024 entered into between Client and The Segal Group,
Inc. as may be amended from time to time (the "MCA"), and shall be attached hereto and
incorporated herein by reference. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings ascribed to such terms in the MCA. In the event of a conflict
between the specific provisions of this SOW and the provisions of the MCA, the provisions of
this SOW shall control.
1. SOW Services and Deliverables.
(a) Segal will provide the following Services: Classification and Compensation Study
as described in the attached Exhibit A
2. Timing. November 1, 2024 until completion.
3. Client Understandings.
(a) Client Representative. Client shall appoint a representative with full authority to
provide or obtain any necessary information and approvals required to enable
Segal to perform the SOW Services. Client's representative shall be responsible
for coordination of briefing, review, and the decision -making process with respect
to Client's employees, agents and other service providers.
(b) Active Participation and Cooperation. Client understands that Segal's ability to
provide Services in a timely manner is dependent upon Client's active
participation and adherence to any agreed upon schedules. Segal will not have
any liability or responsibility for delays resulting from Client's (or its agents')
failure to provide Client Information (as defined in the MCA) in a timely and
complete manner. Client acknowledges that Segal will rely on the Client
Information available at the time of the work and Segal makes no representation
or warranty with regards to Client's actual future experience.
(c) Limitations on Services. Segal cannot and will not provide any legal opinion or
similar advice related to application of laws, regulations, rulings and court
decisions. Client is solely responsible for consulting legal counsel or otherwise
ensuring that all actions taken are legally permissible or appropriate.
4. Fees and Expenses.
(a) Professional Fees. Segal's fees forthe SOW Services are as follows: $450,000
fixed fee.
5. Billing. Notwithstanding Section 3(c) of the Agreement, Segal will bill its fees at the end
of each month in 10 equal invoices for $40,000 and a final invoice for $50,000 upon
completion of the project.
6. Service and Fee Modifications.
(a) In the event that the scope of work under this SOW materially changes, the
Parties will execute a mutually agreed upon change order setting forth any
changes to the services, deliverables, schedule and/or fees under this SOW.
(b) Additionally, if as a result of circumstances beyond Segal's control, Segal is
required to spend significantly more time than anticipated in performing the SOW
Services, Segal will inform Client and may bill separately for those services.
However, Segal will not perform any additional services or bill for expenses
incurred for Client not specified by this SOW unless Client requests and
approves in writing the additional costs for such services. Client will not be liable
for any additional expenses unless Client first approves such expenses in writing.
7. Term and Termination.
(a) This SOW will commence on the Effective Date and terminate upon completion
of all SOW Services, except as set forth below.
(b) Client or Segal may terminate this SOW at any time and for any reason by
providing the other party with 60 days' written notice of termination.
(c) Client may terminate this SOW upon thirty (30) calendar days' written notice (the
"Notice Period") if Segal does not materially comply with its obligations under this
SOW and Segal has not cured or developed a plan for cure during the Notice
Period.
(d) In the event of termination prior to the completion of all SOW services, Client will
pay Segal for services actually rendered up to the effective date of termination
and Segal will continue to provide Client with services requested by Client and in
accordance with this SOW up to the effective date of termination. Upon
termination of this SOW for any reason, Segal will provide Client with copies of
all completed or partially completed documents prepared under this SOW. In the
event Segal has received access to Client Information or data as a requirement
to perform services hereunder, Segal will return all Client provided data to Client
in a machine-readable format or other format deemed acceptable to Client.
8. Reserved.
9. Authority. The signatures below indicate agreement by the Parties to the terms and
conditions set forth in this SOW. This SOW may be executed in any number of
counterparts using ink or electronic signatures, each of which will be deemed an original.
This signed SOW constitutes authorization for Segal to begin provision of the Services
and Segal agrees to commence such Services promptly upon receipt of a full -executed
copy of this SOW.
Segal 2
Execution Page Follows
Segal
IN WITNESS WHEREOF, the Parties have executed this SOW as of the Effective Date.
The Segal Company (Western States), Inc.
By:
Name: TL Cox
Title: Vice President
Date: 12/20/24
City of Fort Worth, Texas
By' CSC'
Name: Jesica McEachern
Title: Assistant City Manager
Date:
Segal 4
Classification and Compensation
Study- Exhibit A
Project Step
Fixed Fee
Step 1: Project initiation $25,000
Assumes we will meet with the City's Project Team and conduct a maximum of
twenty-five (25) stakeholder interviews, as well as time associated with learning
about the City's current compensation structures, policies, and practices.
Develop project announcement and employee communication templates.
• "Pre -briefing" with the City Manager's Office to plan the initiative, define desired
level of involvement and messaging for other audiences (employees, leadership,
etc.), and to prepare for stakeholder interviews
• Develop project work plan and timeline
Calculate compression adjustment cost based on existing pay ranges
(compounding range penetration of a given % by year in position)
Step 2: Provide recommendations for changes to the compensation $15,000
philosophy
Assumeswe recommend changes to the compensation philosophy forthe City.
Step 3: Classification analysis
Assumes the following:
• Develop one customized, City-specificJob Description Questionnaire (JDQ) to be
used in evaluating job series distinctions and determining internal equity alignment.
• Essential duties/job responsibilities, including approximate percentage of
time
• Knowledge, skills, and abilities associated with each job title
• Supervisory or work leadership duties
• Financial/budgetary oversight
• Minimum requirements, such as education, experience, and
certifications/licenses
• Level of decision making, including required discretion and independent
judgment
• Nature and level of interactions the job must have with individual(s)
outside their direct working relationships
• Physical requirements
• Working environment, including exposure to risks, hazardous situations,
etc.
• Employee and supervisory review (including multiple levels, as needed,
with workflow driven by City payroll/census data), which would include
comments regarding the employee's answers, opinions regarding the
appropriateness of the current title and any applicable working title,
comparison to otherjobs within a job series or career progression, etc.
• Conduct a maximum of four (4) employee presentations (onsite at various
locations, as required) and 4 presentations via video conference to introduce the
project and to explain the JDQ process and employees' and supervisory roles,
project objectives, etc.
$225, 000
Segal 5
. Analyze 550 current job titles using a maximum of 750 JDQs.
• Conduct up to two (2) consecutive days of employee interviews in order for
employees and/or supervisors to elaborate on information obtained through the
JDQs.
• Create consistent titling guidelines explaining the standards to be used when
applying terms such as "Coordinator," "Manager," or "Director."
• .Develop a recommended classification structure (one draft, one final).
• Newly revised job classification and evaluation factors
• Recommended minimum qualifications or requirements
• Job summary, which can be used by the City in the update of job
descriptions
• Explanation of characteristics used in distinguishing among jobs within a
job family or career progression
• A list of pay grades assigned to corresponding rankings of classifications
using the City's customized, proprietary point factor analysis (Segal
Evaluator TM)
• A recommended classification architecture that clearly defines and documents
classifications in order to facilitate internal equity and external market
comparisons.
• Recommend assignments of individual positions forwhich JDQwere received, as
well as a means for City staff to update assignments, as needed.
• Develop recommendations for career ladders where meaningful, measurable
differences in work are discovered through the JDQ review.
• Detailed documentation and training for the Segal Evaluator TM job evaluation
approach, including guidance for ongoing maintenance of the classification
structure system.
• Consult with designated City staff to review current job description format and
determine whether the City wishes to maintain or modify the current format. If City
elects to modify the format, assist City in developing a consistent format for all job
specifications.
Step 4: Base salary market assessment
Assumes the following:
• Develop a customized base salary market survey document with up to 125
benchmark job titles, to be distributed to a maximum of fifteen (15) public sector
peer employers, as well as the use of up to three (3) published data sources to
represent the private sector market or other specialized markets (such as
AWWA).
• Analyze compensation structures employed by public sector peer
employers with respect to positions that are comparable to the City
benchmark positions.
• Recommendations for how the new pay structures can consider the
City's recent minimum or living wage policies
• Develop and present recommendations regarding the City's existing
compensation structures (or revised compensation structures
depending on market survey findings) to be competitive with the entities
included in the market data and reflecting internal equity defined
through the City's customized, proprietary point factor analysis (Segal
Evaluator TM )
• One draft and one final report of the market study findings.
$135, 000
Segal 6
Step 5: Recommendations development $40,000
Assumes the following:
• Update the City's existing pay structures or develop new pay structures (as
required based on marketfindings) to be consistentwith market assessment data
and the City's compensation philosophy.
• Revised schedules will consist of pay grades with appropriate pay ranges,
midpoint differentials, and range widths/spreads with exact percentages to be
determined following the review of market data.
• Recommend grade assignments for all job titles covered by the study and facilitate
a meeting with City Human Resources to vet grade placement.
• Develop intuitive salary structure model that enables the City to change its desired
competitive position relative to market (95%, 100%, 105%, etc.), update the
proposed pay structure and corresponding grade for each job title, and allocation
of staff into job titles.
• Calculate initial, first -year annualized base salary cost of implementation. Discuss
criteria to be used in placing employees within his or her assigned range, which
may include length of time the employee has been in the position, employee's
current relative position in his or her salary range, and results of recent
performance appraisals.
• Conduct training on how to use the salary structure model during the City's
internal implementation process.
Step 6: Present final results to the City $10,000
Assumes we develop and deliver one presentation to City Management, the City
Council and/or other stakeholders. Provide the draft presentation for review by the
City's projectteam. Aftertaking into consideration City comments and input, finalize
the presentation. Assign a senior member of Consultant's team to deliver the
presentation, in conjunction with a senior member of the City's project team.
Total Fixed Fee $450,000
Segal 7
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/10/24 M&C FILE NUMBER: M&C 24-1070
LOG NAME: 14COMPSTUDY2024
SUBJECT
(ALL) Authorize Execution of Agreement with The Segal Company (Western States),Inc. in a Total Amount Up to $450,000.00 for a Three Year
Term to Conduct a Study of the City's Classification and Compensation Plans for General Employees
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with The Segal Company (Western States), Inc. in a total amount
up to $450,000.00 for a three year term to conduct a study of the City's Classification and Compensation Plans for General Employees.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek authorization to enter into a new agreement with The Segal Company
(Western States), Inc. (Segal) to conduct a study of the City's Classification and Compensation Plans for its general employees. As of November
11, 2024, the City employs 4,725 general employees in 531 active job classifications.
The current Classification and Compensation System was put in place following studies conducted by Segal in 2014 (M&C-26863) and by Ralph
Anderson and Associates in 1995 (M&C C-15089). Prior to that time, the City had commissioned a similar Classification and Compensation
Study in 1976.
The City has worked with Segal on the prior study of the City's current Classification and Compensation Plans for General Employees and has
been very satisfied with the high quality of the project deliverables and would like to continue this valuable partnership.
The study of the City's Classification and Compensation Plans will consist of two projects: (1) Review the City's current general -employee job
classification system, research alternatives and best practices, and develop and propose modifications to improve or replace the current
plans/system and (2) Research, develop, and recommend compensation structures for the City's exempt and non-exempt job classifications of
general employees.
The study will be assisted by a functional committee consisting of department level managers and employees who will coordinate with vendor staff
and City employees to ensure proper communication of the project and appropriate classification of jobs, their titles, and their essential
functions. The functional committee will also work with a steering committee consisting of department heads and an Assistant City Manager
regarding approval of appropriate classification and compensation levels for positions during the study. Following completion of the study, the
steering committee will present strategic and long term recommendations for final approval and will work to oversee implementation of approved
recommendations.
A Request for Proposal was not required for this contract as the Human Resources Department requested and received a Chapter 252 Exemption
from the Legal Department under the professional service exemption.
ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager in the amount up to
$100,000.00 with specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM - Upon City Council approval, the Agreement shall begin on December 10, 2024 and end December 31, 2027.
EXTENSIONS - The Agreement may be extended should completion of the services require an extension beyond December 31, 2027. 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.
Funding is budgeted in the Other Contractual Services account within the General Fund for Human Resources Department, as appropriated.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously
appropriated, in the General Fund. Prior to an expenditure being incurred, the Human Resources Department has the responsibility to validate the
availability of funds.
Submitted for Citv Manaaer's Office bv: Jesica L. McEachern 5804
Oriainatina Business Unit Head: Dianna Giordano 7783
Additional Information Contact:
Expedited