Loading...
HomeMy WebLinkAboutContract 46643 GrantThornton CITY SECRETAW CONTRACT NO.. April 17, 201 Kevin Gunn Audit•Tax•Advisory Grant Thornton LLP Chief Technology Officer 1701 Main Street,Suite 1500 IT Solutions Director Dallas,Texas 75201 City of Fort Worth,Texas Dear Mr. Gunn: We are pleased to confirm our engagement to assist you in assessing your PeopleSoft HCM v9.1 structure,configuration and processes—for the purpose of developing a roadmap and estimate upgrading to PeopleSoft HCM v9.2. This letter and Attachment A (collectively the "Agreement") document the understanding of the services and related deliverables defined below(the"Services") that Grant Thornton LLP ("Grant Thornton", "we"or"us")will provide to The City of Fort Worth (the"Company"or"you" or"City"). Our Understanding of the Situation The City of Fort Worth utilizes PeopleSoft v9.1 HR,Base Benefits, Payroll,Time and Labor, eRecruiting and Employee Self Service modules across its departments and locations. The City wants assistance assessing their current infrastructure, configuration and processes to determine M the scope,estimated timeline and budget for upgrading the existing HCM modules. Included M as part of this assessment would be evaluating the possibility of implementing additional m modules,such as ePerformance and/or other modules available within the 9.2 HCM release. M 0 M a 0 r M M < M 0 a CID r-0 OFFICIAL RECORD CITY SECRETARY Grant Thornton LLP �/ (� �/ U.S.member firm of Grant Thornton International Ltd FT. WORTHS TX C GrantThornton city of Fort worth Engagement Letter Page 2 of 17 Project Objectives and Scope The Services under this Agreement include the following: Assess the current HCM business processes and PeopleSoft application,understand future state vision of the organization,and develop an estimate of benefits,scope timeline and costs to upgrade existing HCM modules to version 9.2. Specifically this would include: • Understand the current HCM business processes and application configuration. • Evaluate current pain points and opportunities for improvement within the HCM currently deployed modules. • Identify areas where gaps exist between the current application /processes and the future strategic direction. • Develop a roadmap of steps required to prepare for an upgrade to HCM v9.2. Consider impacts to process design,configuration,interfaces/enhancements,reporting, and security. This would include recommendations and a path forward for infrastructure,configuration,and process related items that impact the City of Fort Worth. • Identify timeline and effort estimates to accomplish the HCM upgrade. We estimate this work will be performed over a four week period,starting April,2015. Interviews,workshops and deliverable reviews will be performed at the City of Fort 1\'orth, with documentation prepared remotely. The proposed timeline is depicted below: E:: Project Management Project Prep Project Kickoff Current Statement Interviews Follow-ups/Data Requests Prepare Interview Summaries Workshop Preparation Future State Workshops Create Gap Analysis Document Conceputal Design Mw6mr Create Roadmap Determine Estimate/iming Present Roadmap Grant Thornton LLP tj GrantThornton City of Fort Worth Engagement Letter Page 3 of 17 Grant Thornton's Responsibilities and Deliverables We will perform the Services in accordance with American Institute of Certified Public Accountants (AICPA) Statements on Standard'for Consulting Semiiej-. Grant Thornton is not being engaged to perform audit or attest services under AICPA auditing or attestation standards or to provide any form of attest report or opinion under such standards in conjunction with this engagement. Grant Thornton shall be entitled to rely on the accuracy, completeness and reliability of all information provided bv, and on all decisions and approvals of, the City and its retained advisors,consultants or legal counsel. Grant Thornton's work does not guarantee that errors and irregularities will not occur and it may not detect errors or irregularities if they arise. Grant Thornton's Responsibilities and Deliverables (both as defined herein) include the following: Grant Thornton will be responsible for working with the City of Fort\Forth project team and management to achieve the project objectives and prepare the project deliverables. In an effort to minimize any potential conflicts between the parties,Grant Thornton will specifically provide the following: • Resources with expertise in PeopleSoft HCM; • Resources with expertise in engagement management of PeopleSoft assessments, upgrades and implementations; • Performing overall engagement management of activities and key tasks defined herein; • Leading and directing team in project activities; • Assisting with the completion of deliverables as outlined herein; Additional Grant Thornton responsibilities for each project phase are outlined in the Project Activities and Deliverables section below. Grant Thornton resources will also work with the City of Fort Worth project team and other project resources to complete the activities and deliverables as specified below. Grant Thornton LLP U.S.member firm of Grant Thornton International Ltd Q GrantThornton City of Fort Worth Engagement Letter Page 4 of 17 Project Activities and Deliverables ProjectAssessment Current State Review To-Be Vssion Buture tate Roadmap Key Activities •Conduct interviews to review •Define future state vision •Develop recommended project current processes,systems,and •Identify future state improvement approach and key activities / infrastructure areas Phases •Summarize business processes, •Perform impact/gap analysis •Define estimated level of effort application design,and pain (Including internal and external points •appliIdencation system,process and resources,timeline,and costs) application chan$eS •Develop roadmap to achieve vision Deliverables •Interview Summaries •To-Be Conceptual Design •Future State Roadmap •Impact(Gap)Analysts Company Responsibilities and Assumptions 1. Company Responsibilities The Company's management acknowledges that it will undertake the following responsibilities (the"Company Responsibilities': • Make all management decisions and perform all management functions, including maintaining all internal books and records. • Designate the following individual, preferably within senior management,who possess the suitable skills, knowledge and/or experience as project coordinator to oversee the project Mr. Kevin Gunn,Chief Technology Officer. • Evaluate the adequacy and results of the Services, and accept responsibility for such results. • Provide,on a timely basis,such information, decisions,approvals and assistance that are necessary to Grant Thornton's work or that Grant Thornton reasonably requests (including third-party permissions and licenses related to software or data). • Provide suitable workspace,including furniture,and access to electronic and written information necessary to perform the Services. • Provide access to City of Fort Worth's systems (e.g.PeopleSoft) needed to perform the assessment. • Ensure to the best of its ability that all information provided to Grant Thornton is complete,accurate and current in all material respects,contains no material omissions and updated promptly and continuously. • Assume responsibility for any delays,additional costs,or other liabilities caused by or associated with any deficiencies in (a) discharging the Company Responsibilities,and Grant ThomtDn LLP U.S.menter firm of Grant Thombn Inlemational Ltd GrantThornton city of Fort worth Engagement Letter Page 5 of 17 (b) the Assumptions. Moreover, the Company will satisfy its obligations and responsibilities under the lay. • Define and communicate business requirements to support completion of activities according to the project timeline. • Provide key City of Fort Worth personnel as needed by the project team,including all module areas currently deployed within PeopleSoft, IT and other required parties (e.g., Business Analysts). • Assist with finalization and approval of deliverables requiring specific City-of Fort Worth input,knowledge, or decision-making. • Provide feedback and sign-offs for project deliverables in a timely manner. • Provide executive sponsorship and overall project strategy, direction, and issue resolution. 2. Project assumptions The Services and fees for this Agreement are based upon the following assumptions, representations or information supplied by the Company ("assumptions"). • Project resources will be available as planned to enable the assessment to be completed according to the project plan timeline and will have the appropriate skills to complete the tasks. • Appropriate Client personnel will be available as required to provide necessary- information and materials. • The majority of the work will be completed on-site, however, off-site work will also be utilized for project activities and deliverables creation. Grant Thornton Engagement Team Grant Thornton will assign the roles listed below to the engagement. 'While we will attempt to fulfill requests for specific individuals,we may need to add or re-assign personnel. We will inform you of such changes within a reasonable amount of time. • Engagement Executive • Engagement Manager and Subject Matter Expert • PeopleSoft Functional Lead and Subject Matter Expert Fees Standard billings This engagement will be undertaken on a fixed fee of$42,000.00,which includes all fees, out- of-pocket and travel expenses, for the Services set forth in this Agreement. Our billings,which are payable within 30 days of receipt,will be rendered at the end of the engagement. If it appears that the estimated fee will be exceeded,we will bring this to your attention and will not exceed this amount without your prior knowledge and approval. If our work is delayed because the Company is unable to adequately prepare information on a timely basis or because of any unforeseen event,we will inform you of the additional costs we incur due to rescheduling our work. Grant Thornton LLP U.S.member firm of Grant Thornton International Ltd O GrantThornton city of Fort worth Engagement Letter Page 6 of 17 If the Company breaches any payment obligation under this Agreement, and such breach is not cured within fifteen (15) days of its receipt of written notice of such breach,we may immediately (i) suspend performance of the services, (ii) change the payment conditions under this agreement or(iii) terminate this agreement. If we elect to suspend our performance due to nonpayment, the services will not be resumed until jour account is paid as agreed. Alternatively, if we elect to terminate the services for any reason,jou shall compensate us for all time expended and reimburse us for all expenses through the date of termination. Unless otherwise provided herein, either party may terminate this Agreement for any reason by providing ten (10) days prior written notice to the other party. In the event of such termination,you shall pay us for all services provided and all expenses incurred through the date of termination. As we have discussed, the fees quoted above represent a discount from our standard rates for this type of work. This discount takes into consideration our anticipation of a long-term relationship. Payment of our fees is not contingent on the completion of our Services. Furthermore,in the event we stop work for any reason (including, but not limited to, nonpayment or your request), you agree to pay our fees and expenses for all Services performed through the date work is stopped,whether or not we have produced any Deliverables. At Grant Thornton,we pride ourselves on our ability to provide outstanding service and meeting our clients' deadlines. To help accomplish this goal,we work hard to have the right professionals available. This involves complex scheduling models to balance the needs of our clients and the utilization of our people,particularly during peak periods of the year. Last minute client requested scheduling changes result in costly downtime due to our inability to make alternate arrangements for our staff. %Ve will contact you shortly to coordinate a convenient time for Grant Thornton to begin work. You must provide proper notice,which we consider to be one week,of anj inability to meet these dates for any reason,and provide us with sufficient information required to complete the work in a timely manner. Grant Thornton LLP U.S.member firm of Grant Thornton Internabonal Ltd GrantThornton City of Fort worth Engagement Letter Page 7 of 17 Change Order Process During the project either party may request additions, deletions or modifications to the scope or nature of the Services (a "Change"). Grant Thornton will not be obligated to start work on any Change until the fee and/or impact on the schedule is agreed on in a written change order. The change order should be signed by an authorized representative of Grant Thornton and the Company Authorization Please confirm your acceptance of this Agreement by signing below. We appreciate the opportunity to work with the Company and assure you that this engagement will be given our closest attention. Very truly yours, GRANT THORNTON LLP Y'f1/Za/� Greg S. Davis Managing Director enc. Attachment A _greed and Accepted b\: CITY OF FORT WORTH Date: 4-074015— Susa Alanis,Assistant City Manager APPtbOVED TO FCW WID LEGAUM: Kaleshia pa=ax Seniorstant City Attosmy MAC: Date App : C.V \r00000000 Ar 0 A.e„o° 0040 J. �Wxii, ecreta ty Sry dpi,f o d �a °°°0000°°°°�' .y ann '�44,0,,0•'' Grant Thornton LLP U.S.member firm of Grant Thornton Internabonal Ltd AiA GrantThornton city of Fort worth Engagement Letter Page 8 of 17 Attachment A — Additional Terms The terms in this Attachment.A apply to the letter describing the Services to be provided by Grant'Thornton to The Cit"•of bort Worth dated.April 1,2015,and are part of this.Agreement. In the event that there is a conflict between the letter (or any other attachments to the letter) and this Attachment A, the terms of this Attachment .A shall control. Any capitalized terms herein that arc undefined shall have the meaning assigned to them elsewhere in the Agreement. 1. Business Risk Allocations. This Section 1 shall property infringement. Notwithstanding the apply regardless of the nature of any claim asserted foregoing, Grant Thornton and its present and (including but not limited to contract, statute, tort, former partners, principals and employees shall not strict liability,or any form of negligence,whether by be liable for any special, consequential, incidental, you, Grant Thornton, or others, except for Grant exemplary damages or loss (or any lost profits,taxes, Thornton's gross negligence or willful misconduct) interest, tax penalties, savings or business but such terms shall not apply to the extent finally opportunity) or ant, loss,damage, or liability arising determined to be contrary to any applicable law. from the negligence or willful misconduct of the Terms set forth in this section shall also continue to Company. . apply after any termination of this Agreement and during any dispute between the parties. (c) General (a) Limitation of Liability If any portion of this Agreement is held invalid,it is With respect to the Services and this Agreement agreed that such invalidity shall not affect any of the generally, in no event shall the liability of Grant remaining portions. Thornton and its present and former partners, principals, directors, employees, agents and 2. Scope of Work. Grant Thornton shall be contractors for any claim, including but not limited obligated only for the Services described in this to Grant Thornton's own negligence,exceed the fees Agreement,and only for changes in such scope that it receives for the portion of the work giving rise to arc set forth in writing and duly executed by the such liability. This limitation shall not apply to the parties hereto. To the extent the scope of the extent that it is finally determined that any claims, engagement is not appropriately documented, the losses,or damages are the result of Grant Thornton's parties shall work diligently and in good faith to gross negligence or willful misconduct or fraud. document the necessary, details at the request of either party. Neither Company nor Grant Thornton and its present, future and former partners, principals and 3. Ability to Perform. Neither party shall be liable employees shall under any circumstances be liable for any delay or failure in performance due to for any special, consequential, incidental or circumstances beyond its reasonable control. Grant exemplary damages or loss (nor any lost profits, 'Thornton shall have the right to terminate this taxes, interest, tax penalties, savings or business Agreement or decline to perform Services if it opportunity). discovers practices by the Company that Grant Thornton deems dishonest, fraudulent or illegal; or (b) Indemnity Grant Thornton determines that the American Institute of Accountants, Public Company Grant Thornton shall, upon the receipt of written Accounting Oversight Board, Securities and notice, indemnify, defend and hold harmless Fxchange Commission, other applicable laws, rule: Company and its directors, employees, agents and or professional standards restrict Grant Thornton's contractors (collectively the "Indemnified Party'') ability to complete the work. In addition, Grant from and against any liability, damages, fees, 'Thornton reserves the right to in whole or in part expenses, losses, demands and costs (including decline to perform Services if information comes to defense costs) associated with any claim arising from our attention indicating that performing any Services or relating to: (i) bodily injury (including death) could cause us to be in violation of applicable law, caused by Grant Thornton in performance of this regulations or standards or in a conflict of interest, Agreement; (ii) tangible property damage caused by or to suffer damage to our reputation. Grant Thornton in performance of this Agreement; or (iii) a third parry's claim that the Services or 4. Standards of Performance. We will perform our Deliverables, in their unmodified form, infringe the Services in conformity with the terms expressly set intellectual property rights of such third party. This forth in this Agreement, including all applicable indemnification obligation shall be Company's sole professional standards. Accordingly, our Services and exclusive remedy, and Grant Thornton's sole shall be evaluated sold' on our substantial and exclusive liability for a claim of intellectual conformance with such terms and standards. Any Grant Thornton LLP U.S.member firm of Grant Thornton Internafional Ltd ® GrantThornton City of Fort Worth Engagement Letter Page 9 of 17 claim of nonconformance (and applicability of such the Services due to nonpayment, you will be standards) must be clearly and convincingly shown. obligated to compensate us for all time expended The Company acknowledges that the Services will and to reimburse us for all expenses through the date involve the participation and cooperation of of termination. management and others of the Company. Unless required by professional standards or the Company 9. Warranty of Performance. Grant Thornton and Grant Thornton agree otherwise, in writing, warrants that it will perform its services on a Grant "Thornton shall have no responsibility to reasonable professional efforts basis.This warranty is update any of its work after its completion. in lieu of, and we expressly disclaim, all other warranties, express, implied or otherwise, including 5. Successors and Affiliates. without limitation any implied warranties of merchantability or fitness for a particular purpose. (a) Except to the extent expressly provided hereto We cannot and do not warrant computer hardware, to the contrary, no third-party beneficiaries arc software or services provided by other parties. intended under this Agreement. 10. Use of Deliverables. (a) AN "Deliverables" (as (b) This.Agreement is binding on each party hereto defined in the attached letter) are prepared solely for and on each of its successor;, assigns, heirs, the internal use of Company's management, legatees and legal representatives. employees and board of directors. Except as (c) Neither party shall assign any rights, provided below, upon full payment of our billings, obligations or claims relating to this.Agreement. Company shall acquire a perpetual,non-transferable, royalty-free license to use the llehverablcs for 6. Electronic Communications. During the course Company's internal business purposes. of our engagement, we may need to cleetroniealIv transmit confidential information to each other and (b) Notwithstanding section 10(a) above, Grant to third-party service providers or other entities Thornton shall retain sole and exclusive ownership engaged by either Grant Thornton or the Company. of and all right, title and interest in and to the Electronic methods include telephones, cell phones, llehverablcs and related intellectual property, e-mail, and fax. These technologies provide a fast including, without limitation, the know-how, and convenient way to communicate. However, all concepts, techniques, methodologies, ideas, forms of electronic communication have inherent processes,models, templates,tools,utilities, routines security weaknesses, and the risk of compromised and trade secrets that existed prior to this confidentiality cannot be eliminated. The Compare° engagement or that,to the extent they are of general agrees to the use of electronic methods to transmit application, may have been discovered, created or and receive information, including confidential developed by Grant Thornton as a result of its own information. efforts during this engagement (collectively, the "Grant Thornton property''). Company shall 7. Privacy Grant Thornton is committed to acquire no right or interest in the Grant Thornton protecting personal information. We will maintain property, except for a non-exclusive, non- such information in confidence in accordance with transferable, royalty-free right to use such Grant professional standards and governing laws. Thornton property solely in connection with Therefore, any personal information provided to us Company's permitted use of the Dchverables. by the Company will be kept confidential and not Company will not sublicense or otherwise grant any disclosed to any third party unless expressly other party any rights to use, copy or otherwise permitted by the Company or required by law, exploit or create derivative works from the Grant regulation, legal process, or professional standards. Thornton property. The Company is responsible for obtaining,pursuant to law or regulation, consents from parties that provided the Company with their personal (e) Grant Thornton understands and acknowledges information, which will be obtained, used, and that Company is a government entity organized disclosed by Grant Thornton for its required under the laws of the state of Texas and all purposes. documents or Records held by Company are subject to disclosure under the Texas public Information Act, Chapter 552 of the Texas Government Code. S. Payment Obligations. if the Company breaches The Company agrees to protect the Deliverables to any payment obligation under this .Agreement, and the extent allowed by law. The parties agree that the such breach is not cured within fifteen (15) days of information contained in the Deliverables prepared its receipt of written notice of such breach, we may by Grant Thornton in the course of providing immediately (a) suspend performance of the services under the terms of this Agreement is for the Services,or(b)terminate this Agreement. If we elect sole use of the Company in accordance with the to suspend our performance due to nonpayment,the purpose of the Agreement hereunder. The Services will not be resumed until your account is Deliverables are not for a third party's benefit or paid as agreed. Alternatively,if we elect to terminate reliance, and Grant Thornton disclaims any Grant Thornton LLP U.S.member firm of Grant Thornton International Ltd Allialk MW GrantThornton City of Fort Worth Engagement Letter Page 10 of 17 contractual or other responsibility or duty of care to any internal and third-parte permissions, licenses or others based upon the services or Deliverable,,. Any approvals that are required for Grant Thornton to Deliverables delivered by Grant Thornton shall be perform the Services (including use of any necessary released only as redacted in accordance with law.The software or data). The Company shall also provide Company agrees to protect the Deliverables from Grant Thornton, on a timely basis, with such unauthorized use and to prevent disclosure of the information, approvals and assistance as may be Deliverables to unauthorized third parties who may necessary to Grant Thornton',, work or as Grant rely on them. Except to the extent expressly Thornton may reasonably request, and Grant provided hereto to the contrary, no third party Thornton's personnel assigned to an work beneficiaries arc intended under this Agreement. hereunder shall not be assumed or deemed to have Company reserves the right to release any knowledge of information provided to others, Deliverable to an internal or external auditor who is whether external to or within Grant"Thornton. providing services to Company Company's external auditor signs an engagement letter with the Company that covers confidential information. 12. General. 11. Other Responsibilities. (a) The Company may not use Grant Thornton's name or trademarks for promotional materials (a) The administrative documentation for this without our prior written consent. engagement (including the working papers) is not part of the Deliverables, is the property of Grant (b) Mach party is an independent contractor with "Thornton and constitutes confidential information. respect to the other and shall not be construed as We have a responsibility to retain the documentation having a trustee, joint venture, agency or fiduciary for a period of time sufficient to satisfy art relationship. applicable legal or regulatory requirements for records retention. I lowever,we may be requested to (e) An controversy or claim arising out of or make certain documentation available to Regulators relating to the Seryiec,, or related fees shall first be pursuant to law or regulations. If requested, access submitted to voluntan, mediation. A mediator will to the documentation will be provided to the be selected by agreement of the parties, or if the Regulator(s) under the supervision of Grant parties cannot agree a mediator acceptable to all Thornton personnel and at a location dcsifmatcd by parties will be appointed by the American us. Furthermore, upon request, xvc may provide arbitration Association. The mediation will proceed photocopies of selected documentation to thein accordance with the customary practice of Regulator(s). The Regulator(,,) may intend, or mediation. decide, to distribute the photocopies or information contained therein to others, including other If the parties' difference cannot be resolved by governmental agencies. The Company hereby mediation, then the parties agree that the dispute or authorizes us to allow the Regulator(s)access to,and claim may be settled by binding arbitration upon photocopies of, the documentation in the manner mutual written consent of the parties. The discussed above. arbitration proceeding shall take place in a mutually agreed upon location. The proceeding shall be (b) The Company will remain responsible for the governed by the provisions of the Fedcral care and control of its premises, for all internal Arbitration .let ("FAA") and will proceed in book,, and record keeping, for establishing and accordance with the then current Arbitration Rules maintaining effective internal control systems and for for Professional Accounting and Related Disputes of all management functions, responsibilities and the American .-arbitration association ("AAA"), decisions. except that no pre-hearing discovery shall be permitted unless specifically authorized by the (e) Grant Thornton shall not be responsible or arbitrator. The arbitrator will be selected from AAA, liable for any (i) service interruptions of or (ii) CANIS,the Center for Public Resources or any other corruption or damages (whether direct, indirect, internationally or nationally-recognized organization consequential or otherwise) to the Company's or mutually agreed upon by the parties. Potential third party's information systems and the arbitrator names will be exchanged within 15 days of information and data contained therein, including the parties' agreement to terminate or waive but not limited to denial of access, automatic shut- mediation, and arbitration will thereafter proceed down of information systems caused by or resulting expeditiously. The arbitration will be conducted from Grant Thornton's performance of the Services, before a single arbitrator, experienced in accounting unless caused by the gross negligence or willful and auditing matters. The arbitrator shall have no misconduct of Grant Thornton. authority-to award non-monetary,equitable relief and will not have the right to award punitive damages. (d) Unless otherwise specified herein,the Company The award of the arbitration shall be in writing and shall obtain for Grant Thornton on a timely basis shall be accompanied by a well-reasoned opinion. Grant Thornton LLP U.S.member firm of Grant Thornton Internafional Ltd ® GrantThornton City of Fort Worth Engagement Letter Page 11 of 17 The award issued by the arbitrator may be confirmed term of this engagement and for a period of one (1) in a judgment by any federal or state court of year after the Services are completed, the Company competent jurisdiction. Each party shall be agrees not to solicit,directly or indireetIv,or hire any responsible for their own costs associated with the of our personnel who participate in this engagement arbitration, except that the costs of the arbitrator without our express written consent. shall be equally divided by the parties. The arbitration proceeding and all information disclosed 15. Use of Automated Data Gathering Tools during the arbitration shall be maintained as Grant 'Thornton may use automated data gathering confidential, except as may be required by law, for tools developed by us, our affiliates, or third-party disclosure to professional or regulatory bodies or in a service providers,such as SLI,scripts to extract data related confidential mediation or arbitration. for further analysis for purposes of our engagement. Notwithstanding any of the foregoing, if the These tools are designed to be executed by the differences between the parties cannot be resolved Company',, information technology professionals by mediation,either part-shall have the right to seek within the Company's information systems any remedy available to it under law or equity. environment. You hereby consent and authorize us to use these tools only for the purpose of performing (d) This .\grcement, including its formation and our engagement. the parties' respective rights and duties, and all disputes that might arise from or in connection with 16. Network Access. Grant Thornton agrees to this .Agreement or its subject matter shall be the terms of the Network .Access .Agreement,which governed by and construed in accordance with the is attached hereto as .\ppendix .\ and incorporated laws of Texas, without giving effect to conflicts of into and made a part of this.\greement. laws rules. 17. Insurance. Grant Thornton agrees to the (e) This .Agreement, including any other insurance provisions attached hereto as_Appendix B, incorporated attachments, sets forth the entire which is incorporated into and made a part of this understanding between and among the parties Agreement. regarding the Services and supersedes all prior and contemporaneous agreements, arrangements and 18. Right to Review. Grant Thornton agrees that communications and may not be modified or Company shall,until the expiration of three (3)years amended except by the mutual written agreement of after final payment under this .Agreement, or the both parties. If any portion of this .Agrecment is final conclusion of any review commenced during held invalid,it is agreed that such invalidity shall not the said three years, have access to and the right to affect any of the remaining portions. examine at reasonable time,, any directly pertinent books,documents,papers and records (electronic or 13. Use of Third-party Service Providers and hardcopy) of Grant Thornton involving the fee and Affiliates. Grant 'Thornton LIT is the U.S. member expense records and work product documentation firm of Grant Thornton International Ltd ("GTII"), ("Records") to this .Agreement at no additional cost a global organization of member firms in 110 to the Company, except that Company shall pay its countries.Member firms are neither members of one own expenses for conducting any review and agrees international partnership nor otherwise legal partners to pay reasonable costs for any copies of Records with one other. There is no common ownership, requested by Company. Grant Thornton agrees that control, governance, or agency relationship among Company shall have access during normal working member firms. Grant Thornton may use third-party hours to all neeessar, Records. Company shall give service providers, such as independent contractors, Grant Thornton at least ten (10) days'written notice specialists, or vendors, to assist in providing our of any intended reviews, and audit may not be professional services. We may also use GTII, conducted more than once in any rolling twelve (12) member firms,other affiliates of Grant Thornton,or month period. Notwithstanding the foregoing or other accounting firms. Such entities may be located anything in this .Agreement, nothing in this Section within or outside the United States. or any audit or inspections hereunder,shall violate or cause Grant Thornton to violate any of Grant Thornton's professional standards, privacy, 14. Hiring of Personnel. When we lose a valued confidentially or legal obligations and provided member of our engagement team, we incur further, that Grant Thornton's work papers and significant expenses in hiring and training other proprietary materials arc excluded from such replacements. .Also, in some situations, a client's audit. employment of an engagement team member may raise independence issues. .\eeordingly, during the Grant Thornton LLP U.S.member firm of Grant Thornton International Ltd City of Fort worth GrantThoranton Engagement Letter Page 12 of 17 Appendix A Attachment A—Section 16 NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide professional consulting services to assess the current Human Capital Management (HCM)business processes and PeopleSoft application. In order to provide the necessary support, Contractor needs access to PeopleSoft v9.1 Human Resources, Base Benefits, Payroll, Time and Labor, eRecruiting and Employee Self Service modules and servers. 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 professional consulting services to assess the PeopleSoft HCM v9.1 structure, configuration and processes. Such access is granted subject to the terms and conditions forth in this Agreement and applicable 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 of 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 services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the 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. X 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. Grant Thornton LLP U.S.member firm of Grant Thornton International Ltd O GrantThornton City of Fort Worth Engagement Letter Page 13 of 17 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. 5. 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 Agreement. 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 Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel —For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a)Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b)Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network (c)Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d)Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 Grant Thornton LLP U.S.member firm of Grant Thornton International Ltd Q GrantThornton city of Fort worth Engagement Letter Page 14 of 17 (e)Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement (g)AII network activity may be monitored for any reason deemed necessary by the City (h)A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor 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 agrees to make every reasonable effort in accordance with accepted security practices to protect the Network 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 equipment 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 sharing of Network credentials. ACCEPTED AND AGREED CITY OF FORT WORTH GRANT THORNTON LP By: ��,�.. By: Name: Susan Alanis Name: Grp �A Title: Assistant City Manager Title: ►"[ +� �J fh ''� Date: -F �T Date: fg ° 0 ATTEST: $ S= ATTEST: XP►� OFFICIAL RECORD ty Secretary CITY SECRETARY M 1. s r, FT.WORTH,TX Gra t Thornton LLP U.S.member firm of Grant Thornton International Ltd O Grant Thornton City of Fort Worth Engagement Letter qG oR rn� J. Page 15 of 17 000000°O 4;O� ° o 0 Name: 0 $ e: 0 �o a Title :City Secre ry �a 0°°000000°°°° e: "`'�tfp'"'' Atrrnv Jr,D A" u r Dlti v' $ 'ITY By. m A LE6*1 IN_1-3, PA?Uh e1— Titles Assistant City Attorney M&C: None required Grant Thornton LLP U.S.member firm of Grant Thornton International Ltd -1', Grant Thornton City of Fort Worth Engagement Letter Page 16 of 17 Attachment B — Insurance Grant Thornton shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City. 1. Commercial General Liability a. Combined limit of $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. b. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance with a combined limit of $1,000,000 per occurrence. 3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and $1,000,000 aggregate limit. 4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 5. Technology Liability(Errors & Omissions) a. Combined limit of$2,000,000 per occurrence; $4million aggregate (a) Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through a separate policy specific to Technology E&O. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for one (1) year following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage, upon City's request. General Insurance Requirements: 1. All applicable policies (except for professional liability) shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30) days' notice of cancellation shall be provided to the City (except for professional liability). Notice shall be sent to the Risk Manager, Grant Thornton LLP U.S.member firm of Grant Thornton International Ltd Q Granffhorniton city of Fort worth Engagement Letter Page 17 of 17 City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the 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 the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division within three(3)business days following execution of this Agreement. Grant Thornton LLP U.S.member firm of Grant Thornton Internabonal Ltd