HomeMy WebLinkAboutContract 41388-A1 City Secretary Contract No. LA 1 3$$- A l
AMENDMENT NO. 1 TO
CITY SECRETARY CONTRACT NO. 41388
PROFESSIONAL SERVICES AGREEMENT
WHEREAS, the City of Fort Worth ("City") and MiPro Consulting, LLC., a Michigan
Company, collectively referred to as the"parties," made and entered into City of Fort Worth City
Secretary Contract("CSC")No. 41388, ("Agreement"); and
WHEREAS, the contract involves assessment of the Oracle PeopleSoft 9.1 HCM
Software; and
WHEREAS, the scope is limited to conducting a functional and technical assessment of
the current state of the City's PeopleSoft Payroll business processes, system configuration and
technical environment; and
WHEREAS, the parties wish to amend the Agreement to expand the scope of services
and increase the compensation for the deliverables set forth in this Amendment.
NOW THEREFORE, City and Consultant, acting herein by and through their duly
authorized representatives, enter into the following agreement:
1.
Section 1 Scope of Services of the Agreement shall be modified to extend the services to
include extended number of interviews with staff, additional labor hours to complete the review
and analysis of the software, and presentation of findings and recommendations.
2.
Section 3 Compensation is hereby amended to increase the amount to $61,140.00,
inclusive of all services and expenses.
OFFICIAL RECORD I
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3.
All other provisions of the Agreement that are not expressly amended herein shall remain in full
force and effect.
Executed on this�4^tlay of rvN4f 2011.
CITY OF FORT WORTH: MIPRO CONSULTING LLC.
By:
Karen L. Montgome By: !�
Assistant City Manager J f y icallef
Date:
Managing Partner
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ATTEST: ATTEST:
By:
Marty Hen ix ,oa�O�FOR B -
City Secretary 4�000000000�I�
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Maleshia B. Farmer
Assistant City Attorney
Contract Authorization:
M&C: Ql—laqT719
Date Approved:
OFFICIAL RECORD
CITY SECRETARY
{
FT WORTH, TX i
Official e of the City of •
City Council Agenda FoRTWORTH
COUNCIL ACTION: Approved on 3/8/2011
04ERP PHASE I
DATE: 3/8/2011 REFERENCE NO.:C-24778 LOG NAME: ASSESSMENT BY
MIPRO CONSULTING
CODE: C TYPE: NON-CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize the City Manager to Execute Amendment No. 1 to City Secretary Contract No.
41388 in the Amount of$12,000.00 for MIPRO Consulting in Support of Assessing the City's
Use of Oracle PeopleSoft 9.1 HCM Software, thereby Increasing the Total Contract Amount to
$61,140.00
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute
Contract Amendment No. 1 to City Secretary Contract No. 41388 in the amount of
$12,000.00 for MIPRO Consulting in support of assessing the City's use of Oracle
PeopleSoft 9.1 HCM software, thereby increasing the total contract amount to
$61,140.00.
DISCUSSION:
On October 18, 2010, the City replaced its legacy Human Resources (HR) and
Payroll systems with a new PeopleSoft system (commonly known as ERP Phase I
for HR/Payroll). In January 2011, the City engaged MIPRO Consulting, an Oracle
Platinum Partner, to conduct an assessment of the City's use of Oracle PeopleSoft
9.1 HCM software. The initial Professional Services Agreement obligated MIPRO to
perform a functional and technical assessment of the current state of the payroll
business processes, system configuration and technical environment. The
deliverables defined in the agreement include a findings and recommendations
report identifying any problems or issues discovered along with a remediation plan
listing all specific, measurable, relevant and actionable items to make the necessary
corrections.
This M&C authorizes Contract Amendment No. 1 for an expanded scope of work.
The additional scope of work includes an extended number of interviews with staff,
additional labor hours to complete the review and analysis, and additional expenses
associated with MIPRO representatives returning to Fort Worth to present findings
and recommendations to the City Council. The original contract fee was $49,140.00,
with the addition of this $12,000.00 contract amendment the total cost is $61,140.00.
M/WBE - A waiver of the goal of M/WBE subcontracting requirements was
requested by the IT Solutions Department and approved by the M/WBE Office
because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligible.
http://apps.dWnet.org/coundi-padcx-Vmc_review.asp?ID=14947&ooundkiate=3/8/2011(1 of 2)[3/9/2011 2:51:24 PM]
W&C Revert
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the
current operating budget, as appropriated, of the Information Systems Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 539120 0045021 $12,000.00
Submitted for City Manager's Karen Montgomery (6222)
Office by:
Originating Department Head: Pete Anderson (8781)
Additional Information Contact: Gary Goforth (2493)
ATTACHMENTS
http://apps.cfWnet.org/coundl_packet/mc_review.asp?ID=14947&cDundldate=3/8/2011(2 of 2)(3/9/20112:51:24 PM)
City Secretary Contract No.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMTNT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the"Ci 'or"Client"), a home rule municipal corporation situated
in portions of Tarrant, Denton and Wise Coun es, Texas, acting by and through Karen L. Montgomery,
its duly authorized Assistant City Manager, ;Ind MIPro Consulting, LLC ("Consultant"), a Michigan
Company, and acting by and through Jeffery V.'Micallef, its duly authorized Managing Partner.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the Ciky with professional consulting services, comprised of
conducting an assessment of the City's use ;of Oracle PeopleSoft 9.1 HCM software and providing
recommendations, all as listed in Exhibit A. Oached hereto and incorporated for all purposes incident
to this Agreement is Exhibit "A," Scope oaf! Work, more specifically describing the services to be
provided hereunder. If there is any conflict $etween this Agreement and Exhibit A, the terms and
conditions of this Agreement shall control.
2. TERM.
This Agreement shall commence upon Janu.*y 21, 2011 ("Effective Date") and shall expire when all
services contemplated under this Agreement sloe complete, but no later than March 15, 2011 ("Expiration
Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise
extended by the parties.
3. COMPENSATION.
The City shall pay Consultant an amount oU$49,140 USD in accordance with the provisions of this
Agreement. Consultant shall not perform airy additional services for the City not specked by this
Agreement unless the City requests and approves in writing the additional costs for such services. The
City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless
the City first approves such expenses in writing;.
4. TERMINATION.
4.1. Written Notice,
The City or Consultant may terminate this Agreement at any time and for any reason by providing the
other party with 30 days written notice of termi ration.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any
payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall
terminate on the last day of the fiscal period for which appropriations were received without penalty or
expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed
upon for which funds have been appropriated.
4.3 Duties and Oblinations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant
for services actually rendered up to the effe4ive date of termination and Consultant shall continue to
provide the City with seriices requested by the City and in accordance with this Agreement up to the
effective date of termination.
5. DISCLOSURE OF CONFLICTS AND IPONFIDENTIAL. INFORMATION,
Consulting Agreement
MiPro Consulting LLC
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City Secretary Contract No.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing
or potential conflicts of interest related to Consultant's services under this Agreement. In the event that
any conflicts of interest arise after the EffectMve Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City i6 writing.
Consultant, for itself and its officers, agents; and employees, further agrees that it shall treat all
information provided to it by the City as confide 6tial and shall not disclose any such information to a third
party without the prior written approval of the City. Consultant shall store and maintain City Information in
a secure manner and shall not allow unauthorised users to access, modify, delete or otherwise corrupt
City Information in any way. Consultant shall ngtify the City immediately if the security or integrity of any
City information has been compromised or is b$lieved to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3)years after final payment under this
contract, have access to and the right to ex: mine at reasonable times any directly pertinent books,
documents, papers and records of the consulgant involving transactions relating to this Contract at no
additional cost to the City to the extent necess;*y to confirm Consultant's compliance to this Agreement.
Consultant agrees that the City shall have Occess during normal working hours to all necessary
Consultant facilities and shall be provided ad quate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to
all rights and privileges granted herein, and not!as agent, representative or employee of the City. Subject
to and in accordance with the conditions and I provisions of this Agreement, Consultant shall have the
exclusive right to control the details of its open Lions and activities and be solely responsible for the acts
and omissions of its officers, agents, servants,I employees, contractors and subcontractors. Consultant
acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers,
agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors
and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Consultant.. It is further understood that the City shall
in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents,
servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents,
servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from
the City. Consultant shall be responsible and Liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE
PROPERTY LOSS, TANGIBLE PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, 01= ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIM$ OR LAWSUITS FOR EITHER TANGIBLE PROPERTY
DAMAGE OR LOSS AND/OR PERSONAL, INJURY, INCLUDING DEATH. TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTERS WHETHER REAL OR ASSERTED, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEWNT, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
Consulting Agreement
k4iPro Consulting LLC
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City Secretary Contract No.141 J 2
SERVANTS OR EMPLOYEES.
8.3 EXCEPT FOR OBLIGATIONS PUR.I tUANT TO SUBSECTIONS 8.1 AND 8.2 HEREIN: (1)
NEITHER PARTY'S LIABILITY FOR CLAIRIS ARISING OUT OF OR RESULTING FROM THIS
AGREEMENT SHALL EXCEED THE FEES PD PURSUANT TO THIS AGREEMENT BY THE CITY
TO CONSULTANT; AND (11) NEITHER I ARTY SHALL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR C0NSEQUEN11AL DAMAGES, INCLUDING BUT NOT LIMITED TO
LOST DATA OR LOST PROFITS, HOWEVE , ARISING, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. '
9. ASSIGNMENT AND SUBCONTRACTIING,,
Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement
except as may be set forth in Exhibit A hereto, without the prior written consent of the City. If the City
grants consent to an assignment, the assigned shall execute a written agreement with the City and the
Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant
under this Agreement. The Consultant and Aisignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the ;City grants consent to a subcontract, such permitted
subcontractors shall be subject to the duties a 1d obligations of Consultant under this Agreement as such
duties and obligations may apply, and ConsiJItant shall be liable for the acts and omissions of such
subcontractor while performing obligations pursuant to this Agreement as if such acts or omissions were
those of Consultant.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do
business in Texas or otherwise approved by tho City:
(a) Commercial General Liability with a combined limit of not less than$1,000,000 per occurrence.
(b) Automobile Liability Insurance with a combined limit of not less that$1,000,000 per occurrence.
(c) Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and $1,000,000
aggregate limit.
(d) Statutory Workers' Compensation and Employers'Liability Insurance requirements per the amount
required by statute.
(e) Any other insurance as required by City as set forth in Exhibit A.
10.2 General Insurance Requirements:
(a) All applicable policies shall name the City as an additional insured thereon as it relates to
damages resulting from a breach by Consultant of Consultant's obligations pursuant to this
Agreement, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notict:t of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth,Texas 76102,with copies to tha City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent;financial strength and solvency to the satisfaction of Risk
Management. If the rating is below, that required, written approval of Risk Management is
required.
Consulbng Agreement
%Pro ConsuHing LLC
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City Secretary Contract No.
(e) Any failure on the part of the City to request required insurance documentation shall not constitute
a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing thoit the Consultant has obtained all required insurance shall
be delivered to the City prior to Consullant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINA.YCES,RULES AND REGULATIONS.
Consultant agrees to comply with all applicagle federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of a6y violation of such laws, ordinances, rules or regulations,
Consultant shall immediately desist from and oJrrect the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as
part of the consideration herein, agrees that in the performance of Consultant's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. If any claim irises from an alleged violation of this non-discrimination
covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest,
Consultant agrees to assume such liability alnd to indemnify and defend the City and hold the City
harmless from such 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. (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
TO THE CITY:
City of Fort Worth
Attn: Karen L. Montgomery
1000 Throckmorton
Fort Worth TX 76102
Facsimile: (817)392-6134
TO CONSULTANT:
Name: MiPro Consulting, LLC
Attn:Jeff Micallef
Address: 1100 Corporate Office Dr., Suite 10G
City, State,Zip Milford, MI 48381
Facsimile: (248)684-1977
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this agreement,
without the prior written consent of the person'!3 employer.
15. GOVERNMENTAL POWERS.
Consulting Agreement
MlPro Consulting LLC
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It is understood and agreed that by execution cd this Agreement, the City does not waive or surrender any
of its governmental powers.
Is. NO WAIVER.
The failure of the City or Consultant to insist: upon the performance of any term or provision of this
Agreement or to exercise any right granted! herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accorconce with the internal laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for
such action shall lie in state courts located in T$rrant County, Texas or the United States District Court for
the Northern District of Texas, Fort Worth Division.
1s. SEVERABILITY.
If any provision of this Agreement is held to bq invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall riot in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise all comrhercially reasonable efforts to meet their respective duties
and obligations as set forth in this Agreemen: but shall not be held liable for any delay or omission in
performance due to force majeure or other 3auses beyond their reasonable control (force majeure),
including, but not limited to, compliance with ony government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lo*outs, 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 and shall not be deemed a
part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and
that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set
forth in a written instrument, which is executed by an authorized representative and delivered on behalf of
such party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents incorporated
herein by reference, contains the entire under0anding and agreement between the City and Consultant,
their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
Consulting Agreement
MiPro Consulting LLC
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City Secretary Contract No. 41 �, 3
24. SIGNATURE AUTHORITY.
The person signing this agreement hereby w,grants that he/she has the legal authority to execute this
agreement on behalf of the respective party, 2 id that such binding authority has been granted by proper
order, resolution, ordinance or other authorizat on of the entity. The other party is fully entitled to rely on
this warranty and representation in entering Int this Agreement. A fully executed faxed or scanned copy
of this Agreement shall have the same effect w:an original.
25. NETWORK ACCESS. '
If Consultant requires access to the City's c#mputer network In order to provide the services herein,
Consultant shall execute the Network Access-,I Agreement which is attached hereto as Exhibit "B" and
incorporated herein for all purposes.
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[SIGNATLI�E PAGE FOLLOWS]
Consulting Agreement
MiPro Consulting LLC
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City Secretary Contract No. �.
Executed in multiples this the day of , 20_U_.
AGREED: AGREED:
CITY OF FORT WORTH:
MIPRO CONSULTING,LLC:
i
By: By: l//''6
Karen L. Montgomery ! Name Y y 4LlE
Assistant City Manager / Title. �1ti,46YN� ��QIiTH6,e
Date: ,vo�}�o�a,�n� Date:
oRr a
JrJP p4° 0000090
ATTES / o° '�DO'���� ATTE T..1
BY54 t'_)ALA,/ ( F ~O o S� By 7�_
Hendrix o0 00 d Name
ty Secretary a°o o° *d Title
o�boo00 ,pr
APPROVED TO FORM AND LEGALfT1FQ �Q4'��cr LENORE S. LITVyIN
NOTARY PUBLIC.STATE OF MICHIGAN
Mal-eshla B. rmer COUNTY OF OAKLAN
MY COMMISSION EXPIRES APRIL B,2015
Assistant City Attorney
CONTRACT AUTHORIZATION:
MSC: _None required_
Date Approved:
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Consulting Agreement
Wro Consulting LLC
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EXHIBIT A
STAT�MENT OF WORK
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Consulting Agreement
MIPro Consutting LLC
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Statlment of Work
This Statement of Work ("SOW") is made as of january 21, 2011 ("SOW Effective Date") by and between
MiPro Consulting, L.L.C. ("MiPro" or "Consultant") and City of Forth Worth a home rule municipal corporation
situated in portions of Tarrant, Denton and Wi$e Counties, Texas (the "City" or "Client"). This SOW is
incorporated by reference into the Professional Services Agreement between the parties dated January 21,
2011.
1. General Information:
MiPro Project Manager Name: Anne Meyer
Address: 1100 Corporate Office Dr., Suite
100, Milford, MI 48381
Phone: 650-438-3218
Fax: 248-684-1977
E-mail: anne.meyer @miproconsulting.co
M
Customer Project Manager Name: Karen Montgomery
Address: 1000 Throckmorton Street
Fort Worth, TX 76102
Phone: 817-392-6222
Fax: 817-392-6134
E-mail: Karen.Montgomery@fortworthgov.
or
Customer Billing Contact Name: Karen Montgomery
Address: 1000 Throckmorton Street
Fort Worth, TX 76102
Phone: 817-392-6222
Fax: 248-684-1977
E-mail: Karen.Montgomery@fortworthgov.
orq
Primary Site where Services are to be Address: 1000 Throckmorton Street
Performed Fort Worth, TX 76102
Software: Oracle/PeopleSoft Payroll 9.1
2. Services to be Performed: Subject to those terms and conditions set forth in the Professional Services
Agreement (the 'Agreement") and herein, A4iPro shall provide Customer with advice and consultation
services as set forth below("Services"). Senlces may occur at the Primary Site set forth above or other sites
within three miles radius of Primary Site. MiPro shall have no obligation to perform Services past the
Expiration Date of the Agreement.
Scope and Approach
MiPro will perform a functional and technical .assessment of the current state of the PeopleSoft Payroll
business processes, system configuration and technical environment. This assessment will include a
summary review and assessment of the total Payroll environment as necessary, including all key aspects
related to gaining a consistent successful production payroll system and process such as the steps from entry
of time through creation of paychecks and direct deposits. MiPro will also review appropriate related
PeopleSoft Enterprise Humar Capital Management solutions (HCM), including but not limited to Human
Resources, Benefits Administration, and Payrcl, etc, and Time & Labor business processes limited to
ascertaining root cause(s) to the identified payroll issues.
The outcome is contingent upon the City's participation in interviews of the following personnel:
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• Personnel within the City's executive level management group (one interview of 6-10 City employees to
be determined by the City based on availability—This shall be the first interview in the process)
• Project Manager
• Payroll Manager
• Technical lead(s) associated with payrolls HCM and Time & Labor customizations, interfaces and
processing
• Technical resource with detailed understanding of payroll processes and any associated interfaces
• Personnel within Police timekeeping group;(one interview with group of personnel not to exceed three)
• Additional HCM, Payroll and Time & Labot, resources performing key activities as identified through the
interview process and agreed upon with client
Rapid turnaround of requested documentation, reports, and the appropriate level of access to the PeopleSoft
HCM environment that is a copy of the productioo environment currently deployed. The modules and level of
access in this environment is the following:
• Read access to the current copy of production environment for HCM, Payroll and Time and Labor for all
setup and employee tables
• Read access to PeopleSoft architecture
• Read access to any customizations
• Read access to PeopleSoft query or SQL 4gainst the current production copy HCM database
• Other infrastructure read access as identifiW through the interview process and agreed upon with client
All requests for interviews and information (documentation)will be communicated to city staff with an advance
notice of minimum one business day to keep this review process from being invasive and negatively impacting
the city's overall productivity.
The following tasks and deliverables are included in this assessment.
• Gain detailed information on the payroll errors. being encountered (type of error and number of employees
affected)
• Schedule and conduct interviews with key functional and technical members and subject matter experts to:
o Further clarify the issues
o Gain an understanding of end-to-end business processes that affect payroll:
o Exact business processes which will be reviewed will be determined during and as a result
of the interviews of client personnel.
o Identify any unique processing requirements of the police department, including
exception processes
• Conduct review of application configuration that may impact payroll processing, as necessary.
o Customizations that may impact payroll processing
o Interfaces and workflow in support of payroll processing
o Hardware;application environment current usage, as it may relate to issue resolution
o Training and procedural docgmentation
o Organization and staff readiness, to support successful PeopleSoft payroll production
3. Deliverables: Subject to those terms and conditions set forth in the Professional Services Agreement and
herein, MiPro shall provide Customer with the!following Deliverables.
A Findings and Recommendations document will be delivered approximately a week to 10 days after the
assessment. The report will identify any problems or issues discovered, along with a remediation plan
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(roadmap) listing all specific, measurable, relevant and actionable items (steps) to make the necessary
corrections.
4. Potential Team Members: The following are the proposed roles for this engagement. Appropriate
individual consultants will be confirmed upon execution of this agreement:
(1) Senior Payroll Functional Lead
(1) Senior Payroll Technical Lead
S. Fees, Payment: Client shall pay MIPRO a Fi:Od Fee for this project of $49,140.00 USD, all inclusive. All
fees are due in US dollars and within thirty(30),lays of invoice date.
Total Fees: $49,140 USD.
S. Duration of Assessment: The planned start gate is Tuesday, February 8, 2011 and the planned end date
is Thursday February 22, 2011. Services will be performed on-site at 8 hours per day except services will only
be provided on February 12, 2011 and February 18, 2011 as needed, and no services will be provided on
February 19, 2011 or February 20, 2011.
7. Expiration of Offer: The offer set forth in this :SOW is valid only through January 25, 2011. If this SOW is not
executed by such date, the offer is rescinded, and all terms are null and void.
The undersigned each represent and warrant to il1e other that (i) the signatory is an authorized representative
of the party on whose behalf the signatory is exe.;uting this SOW and (ii) that each has the authority to bind his
or her respective party; and (iii) that each understands that this SOW will be integrated into the Professional
Services Agreement and that an Agreement will thereby be formed; and (iv)that each signatory hereby intends to
bind his or her respective party to the terms of the Agreement.
City of Fort Worth: MlPro Consulting, L.L.C.:
Authorized Signature iY A o ' ed i ature
Karen L . Montgomery
Assistant City Manager
Printed Name and Title Printed Name and Title
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Z8is t City Attorney
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Wort0,1-21-11(revse,14(2i
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i City Secretary Contract No.
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EXHIBIT B
NETWORK ACCESS AGREEMENT
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Consulting Agreement
Wro Consulting LLC
Pape 3 of 9
NETWORK 4ACCESS AGREEMENT
This NETWORK ACCESS AGREE ENT ("Agreement') is made and entered into by and
between the CITY OF FORT WORTH ("Ci "), a home rule municipal corporation with its principal
location at 1000 Throckmorton Street, Fort W rth, Texas 76102, organized under the laws of the State of
Texas and situated in portions of Tarrant, Donlon and Wise Counties, Texas, and MiPro Consulting,
LLC with its principal location at 1100 Corporate Office Dr., Suite 100, Milford, MI 48381, ("Contractor").
1. The Network. The City owns and ol*rates a computing environment and network (collectively
the "Network"). Contractor wishes to acres`!the City's network in order to provide services pursuant to
that certain Professional Services Agreement;dated January 21, 2011 ("Services"). In order to provide
the necessary support, Contractor needs access to [description of specific Network systems to which
Contractor requires access, i.e. Internet, Intranet, email, HEAT System, etc.].
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing Services. Such access is granted subject to the terms and
conditions forth in this Agreement and applic:able provisions of the City's Administrative Regulation D-7
(Electronic Communications Resource Use Policy), of which such applicable provisions are hereby
incorporated by reference and made a part t�this Agreement for all purposes herein and are available
upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being
granted for purposes of completing serviced for the City pursuant to a separate contract, then this
Agreement will expire at the completion of th(i contracted services, or upon termination of the contracted
services, whichever occurs first. This Agreement will be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
❑ Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the! end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of
access to the Network and/or termination of this Agreement.
S. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreemeit. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contreittor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity
Vendor Network Access Agreement Rev. 12/21/2010
6. Termination. In addition to the other jghts of termination set forth herein, the City may terminate
this Agreement at any time and for any real n with or without notice, and without penalty to the City.
Upon termination of this .Agreement, Contract pr agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants. employees and/or representatives to access the City's Network.
7. Information Security. Contractor ag ees to make every reasonable effort in accordance with
accepted security practices to protect the Ne.,*ork credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor-owned equipme pt that contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials, and unauthorized use or pharing of Network credentials.
S. LIABILITY AND INDEMNIFICATION,CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE
FOR ALL DAMAGES THAT THE CITY MAY!INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, IT OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
THE CITY, ITS OFFICERS, AGENTS, SERF NTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR
ANY DAMAGES THAT CONTRACTOR MA' INCUR AS A RESULT OF THE CITY°S RESTRICTIONS
TO OR DENIAL OF ACCESS TO CONTRA( OR'S DATA ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFF I ERS, AGENTS,SERVANTS OR EMPLOYEES, OR FOR
ANY REASONABLE SECURITY MEASURE• TAKEN BY THE CITY. IN ADDITION, CONTRACTOR
SHALL BE LIABLE AND RESPONSIBLE!FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, II CLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE E). ENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEM41FY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION tO THE EXTENT THAT THE SAME ARISES FROM THE
NEGLIGENT ACT(S) OR OMISSION(S) 014 INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Contractor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Contractor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
10. Rlaht to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms,
and until the expiration of three (3) years alto r termination or expiration of this contract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of the Contractor involving transactions relating to this
Agreement. Contractor agrees that the City shall have access during normal working hours to all
necessary Contractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Contractor
reasonable advance notice of intended ,Audits. Contractor further agrees to include in all its
subcontractor agreements hereunder a provi.-ion to the effect that the subcontractor agrees that the City
shall, during the initial term, any renewal tenns, and until expiration of three (3) years after termination
or expiration of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such
subcontractor involving transactions related to the subcontract, and further that City shall have access
during normal working hours to all subcontractor facilities and shall be provided adequate and
Vendor Network Access A 1reement 2
MIPro Consulting, LLC Rev. 12/21/2010
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.
City shall give subcontractor reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or &4.knowledgments with the City signed by Contractor. This
Agreement and any other documents irrporporated herein by reference constitute the entire
understanding and Agreement between the ;City and Contractor as to the matters contained herein
regarding Contractor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manne-i except by written instrument signed by an authorized
representative of both the City and Contractor.
13. Assignment. Contractor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or traripfer of all or any part hereof shall be null and void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enf3rceability of the remaining provisions shall not in any way be affected or
impaired.
1s. Force Maieure. Each party shall e!;cercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, jut shall not be held liable for any delay or omission in
performance due to force majeure or other bauses beyond their reasonable control (force majeure),
including, but not limited to, compliance with my 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.
1s. 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 on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Slanature Authorlty. By affixing a signature below, the person signing this Agreement hereby
warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this
agreement and 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. The
other party is fully entitled to rely on this wary<mry and representation in entering into this Agreement.
ACCEPTED AND AGREED:
CITY OFF WORTH: CONTRACTOR NAME:
By: By.
.`i
ACM Name Karen L . Mo tgomer Na
Assistant City MAna er Ti A,v�ac,,v� p,�,,,,�,z
Date: Date:
A �n�
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By:
Ma Hendrix o� e:
City Secretary or itle:
APPROVED A FO AND G Ty. 0 XY LENORE S.LITWIN
°0000°°° '4 tr0TAFIY PUBM.STATE OF MOCt ]2015
By a�, AS pG� COUNTY OF OAKLAND
Q04 ply Cpg1pN EXPIfiES APFIII 6.
Vendor Network Access Ageement 3
MiPro Consulting, LLC Rev. 12'21/2010
Assistant City Attorney
M&C: none required
Vendor Network Access Agreement 4
MIPro Consulting, LLC Rev. 12/21/2010