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HomeMy WebLinkAboutContract 46686 City Secretary Contract No. �O \p PROFESSIONAL SERVICES AGREEMENT MORGAN & MORGAN,LLC This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through SUSAN ALANIS, its duly authorized Assistant City Manager, and MORGAN & MORGAN, LLC ("Contractor"), a Texas Corporation and acting by and through SHANNON MORGAN, its duly authorized President, each individually referred to as a"party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Statement of Work 3. Exhibit B—Payment Schedule 4. Exhibit C—Workers' Compensation Statement 5. Exhibit D—Network Access Agreement All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees to provide the City with professional services for the City's Workers Compensation and Risk Management programs. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. The initial term of this Agreement shall commence on May 13, 2015 ("Effective Date") and shall rn expire on November 6, 2015 unless terminated earlier in accordance with the provisions of this C-) Agreement. The City may renew this Agreement for an additional six months at the City's sole m option. m 3 3. COMPENSATION. -mac t� The City shall pay Contractor an amount not to exceed $121,374.00 in accordance with the N provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is � incorporated for all purposes herein. Contractor shall not perform any additional services for the City not specified 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 Contractor not specified by this Agreement unless the City first approves such expenses in writing. OFFICIAL RECORD Professional Services Agreement, Morgan& Morgan, LLC, Page 1 of 17 CITY SECRETARY Workers Compensation and Risk Management Services FT. WORTH, TX 4. TERMINATION. 4.1.Written Notice. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 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 Contractor 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 shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 4.4 Breach Subject to Section 27 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 27. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") and created under this Agreement as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Contractor 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, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in Professional Services Agreement, Morgan& Morgan, LLC, Page 2 of 17 Workers Compensation and Risk Management Services identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor 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 examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract at no additional cost to the City. 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 provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records 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 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. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor 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 provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. Neither Contractor, nor any of Contractor's employees or agents, shall be entitled to any benefits accorded to City's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. 8. LIABILITYAND INDEMNIFICATION. A. LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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 CONTRACTOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. B. GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, 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 Professional Services Agreement, Morgan& Morgan, LLC, Page 3 of 17 Workers Compensation and Risk Management Services ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANYRESULTING LOST PROFITS) ANDIOR 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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. INTELLECTUAL PROPERTY INDEMNIFICATION—Seller agrees to defend,settle,or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if the City modifies or misuses the software and/or documentation. So long as Seller bears the cost and expense of payment for claims or actions against the City pursuant to this section, Seller shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Seller in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Seller shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Seller timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Seller's duty to indemnify the City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Seller shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to Seller, terminate this agreement, and refund all amounts paid to Seller by the City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the Professional Services Agreement, Morgan & Morgan, LLC, Page 4 of 17 Workers Compensation and Risk Management Services duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned (c) Statutory Worker's Compensation and Employers' Liability Insurance requirements per the amount required by statute. City agrees to waive this requirement upon receipt of sufficient documentation from the Consultant certifying that Consultant is not required to maintain the requisite coverage in accordance with the statute. (d) Professional Liability(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 shall be claims-made and maintained for the duration of the contract. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Professional Services Agreement, Morgan & Morgan, LLC, Page 5 of 17 Workers Compensation and Risk Management Services the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Contractor's insurance policies.Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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 including Chapter 17, Article III of the Code of the City of Fort Worth. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and 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: To CONTRACTOR: City of Fort Worth Morgan and Morgan, LLC. Attn: Susan Alanis Attn: Shannon Morgan 1000 Throckmorton Street 1816 Laguna Harbor Cove Blvd. Fort Worth, TX 76102-6311 PO Box 131 Facsimile: (817) 392-8654 Port Bolivar, TX 76650 With copy to the City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor 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's employer. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. Professional Services Agreement, Morgan& Morgan, LLC, Page 6 of 17 Workers Compensation and Risk Management Services 16. NO WAIVER. The failure of the City or Contractor 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 Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the 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 Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only 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/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or 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 understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or Professional Services Agreement, Morgan & Morgan, LLC, Page 7 of 17 Workers Compensation and Risk Management Services contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's option, Contractor shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms to the warranty, or (b) refund the fees paid by the City to Contractor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Contractor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. if the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all Professional Services Agreement, Morgan& Morgan, LLC, Page 8 of 17 Workers Compensation and Risk Management Services remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 28. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement, Morgan & Morgan, LLC, Page 9 of 17 Workers Compensation and Risk Management Services IN WITNESS..'HEREOF,the parties hereto have executed this Agreement in multiples on this the day of 2015. CITY OF FORT WORTH: CITY OF FORT WORTH MORGAN&MORGAN,LLC By: r -a-�— By: Susan Alanis Shannon Morgan Assistant City Manager President / Date: 5��(�� Date: APPROVED AS TO FORM AND LEGALITY: Guillermo (Will)Trevino Assistant City Attorney A 00009004 Mary Kayser S City Secretary x 000 CONTRACT AUTHORIZATION: M&C: Date Approved: s OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement, Morgan& Morgan, LLC, Page 10 of 17 Workers Compensation and Risk Management Services EXHIBIT A STATEMENT OF WORK 1. Contractor will assess the internal business processes and the organizational structure and determine if these units have appropriate business process knowledge and the broad-based operational perspective to continue operating as they exist today. a. Review and assess the City's internal business processes, policies,job descriptions and organizational structure. b. Develop questionnaires and conduct interviews with current staff and management. c. Assess organizational structure of the Occupational Health & Safety and Risk Management divisions including incumbents' skills, knowledge and abilities. d. Identify division staffing and operational priorities with input from management. e. Determine options to address gaps and optimize operating efficiency within the constraints of the City's budget and resources. f. Determine obstacles and/or concerns of existing staff in accomplishing potential change identified. g. Identify business process improvements, vulnerabilities and provide a summary draft report of findings to management. h. Compile and present a written summary report in consultation with the workers compensation consultant(WCC—McGriff, Seibels& Williams), Finance Director and Human Resource Management that outlines possible alternative business models for consideration. 2. Contractor will monitor the OHS and Risk Management divisions during any proposed transition. a. Be present at City of Fort Worth offices/facilities 2—3 days a week on average, as needed. b. Be available by phone, email and/or text throughout the project and after completion as needed. 3. Workers' Compensation Third Party Administrator(TPA) and Medical Network Marketing a. Assist in the evaluation and selection of a workers' compensation TPA and a workers' compensation health care network in conjunction with the WCC. b. Review in detail the workers' compensation TPA and medical network proposals received. c. Prepare a spreadsheet comparing salient features of proposals received. d. Meet with evaluation selection team to review options. Professional Services Agreement, Morgan & Morgan, LLC, Page 11 of 17 Workers Compensation and Risk Management Services e. Prepare follow up questions for finalist presentations and onsite tours. f. Answer questions and make recommendations regarding a TPA and a workers' compensation health care network. g. Assist in the negotiations of the final contracts. h. Other services as needed in the procurement of a contract for workers compensation claims administration and health care network. 4. Implementation a. Implement the appropriate risk-management/organizational strategy for both divisions that will address business processes and vulnerabilities identified in coordination with McGriff Consultants, Human Resources Management and the Finance Director to include: i. Assist with changes to job descriptions as necessary. ii. Be part of hiring process/evaluation team for any new staff as requested. iii. Work with Division managers, HR or other management as needed to ensure a smooth transition to new processes, staff,TPA, etc. 5. Final Report and Presentation a. With involvement and participation from management, prepare a final comprehensive report detailing all findings and resulting recommendations. b. Present to management and others, i.e. City Council, as requested. Professional Services Agreement, Morgan& Morgan, LLC, Page 12 of 17 Workers Compensation and Risk Management Services EXHIBIT B PAYMENT SCHEDULE Base Compensation $ 92,000.00 Hotel $ 12,916.00 Per Diem $ 4,368.00 Air Travel $ 5,200.00 Mileage $ 1,430.00 Rental Car $ 4,680.00 Fuel $ 780.00 Total Not to Exceed $121,374.00 Professional Services Agreement, Morgan& Morgan, LLC, Page 13 of 17 Workers Compensation and Risk Management Services EXHIBIT C WORKERS' COMPENSATION STATEMENT I, of Morgan & Morgan, LLC, hereby certify that I employ no employees ancf am, therefore, not required to carry Workers' Compensation Insurance in accordance with the provisions of the Workers' Compensation Act of the State of Texas. I further certify that I meet the qualifications of an Independent Contractor under Texas Workers' Compensation Act, Texas Labor Code, Section 406.121 and am operating as an Independent Contractor as that term is defined under Section 406.121 of the Act. I certify that I assume the responsibilities of an employer for the performance of work and that I or any employees I may employ or hire are not employees of the City of Fort Worth for the purposes of the Act. I further certify that should I employ any employees during the term of my Agreement with the City, I will comply with the provision of the Texas Workers' Compensation Act and provide proof of such compliance to the City of Fort Worth, Texas. Signature/Title 5-11 l�5- Date ACKNOWLEDGMENT: BEFORE ME, the }undersigned authority, a Notary Public in and for the State of Texas, on this day personally appearedSh qn non /)J�e/to ,known to me to be the person whose name is subscribed above, and acknowledged to me that the same was the act of Morgan & Morgan, LLC, and that she executed the same as the act of Morgan & Morgan, LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this�_day of 2015. Notary Public in and for the State of Texas v P(j�c MICHELLE L. MARTIN Notary Public ; Q State of Texas 9repFt My Comm. Expires 02-06-2016 Professional Services Agreement,Morgan&Morgan,LLC,Page 14 of 17 Workers Compensation and Risk Management Services EXHIBIT D 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 services the City's Workers Compensation and Risk Management programs. In order to provide the necessary support,Contractor needs access to Internet, Intranet, and email systems. 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 the City with professional services the City's Workers Compensation and Risk Management programs. 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. 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: 5.1 Contracted services have not been completed. 5.2 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. Professional Services Agreement,Morgan&Morgan,LLC,Page 15 of 17 Workers Compensation and Risk Management Services 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 (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) All 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. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement,Morgan&Morgan,LLC,Page 16 of 17 Workers Compensation and Risk Management Services ACCEPTED AND AGREED: CITY OF FORT WORTH: MORGAN& MORGAN,LLC: By: �� By:_ Susan Alanis Name: fl Assistant City Manager Title: '3)c.esAeyr� Date: _ SJ"a � / S Date: AT T � , OR� ATTEST: City Secretary Name: V g 8�0 Title: APPRO D AS TO FORMY: By: Assistant City Attorney a M &C: C MARY E. OLAZABA Notary Public,state of Texas My Commission Expires October 07, 2016 OFFICIAL RECORD CITY SECRETARY FT.WORTHS TX Professional Services Agreement, Morgan&Morgan, LLC, Page 17 of 17 Workers Compensation and Risk Management Services City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/12/2015 DATE: Tuesday, May 12, 2015 REFERENCE NO.: **C-27289 LOG NAME: 14MORGAN SUBJECT: Authorize Execution of an Agreement with Morgan & Morgan, LLC, in an Amount Not to Exceed $125,000.00 for Professional Services for the City's Workers' Compensation and Risk Management Programs for a Period of Up to Six Months (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Agreement with Morgan & Morgan, LLC, in the amount not to exceed $125,000.00 for professional services for the City's Workers' Compensation and Risk Management programs for a period of up to six months. DISCUSSION: The Occupational Health & Safety Division (OHS)within the Human Resources Department is responsible for administering the Workers' Compensation and Safety Program. The Risk Management Division within the Finance Department is responsible for administering the Risk Management Program including claims adjusting. Professional consulting services are needed to monitor the operations of both divisions in order to assess, develop recommendations and implement a plan for consolidating the two divisions. Due to current staffing levels, expertise and experience is needed to assess the internal business processes and the organizational structure and determine if these units have appropriate business process knowledge and the broad-based operational perspective to continue operating as they exist today. The consultant will then provide management and oversight of the Occupational Health and Safety and Risk Management divisions during any proposed transition. The Professional Services Agreement for the City's Workers' Compensation and Safety and Risk Management Agreement will be for a period of six months. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Human Resources Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS - Upon City Council approval, the Agreement shall begin on May 13, 2015 and will expire on November 6, 2015. RENEWAL OPTIONS -This Agreement may be renewed for an additional six months at the City's option. This action does not require specific City Council approval provided that sufficient funds are Lop-name: 14MORGAN Pape 1 of 2 appropriated for the City to meet its obligations during the renewal period. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds were not specifically budgeted for this expense in the Fiscal Year (FY) 2015, Workers' Compensation Fund budget. However, the Fund has identified savings in Workers' Compensation to offset the full cost. The FY 2015 Workers' Compensation Fund budget includes appropriations of$10,274,510.00, in the Workers' Compensation account. As of April 27, 2015, the amount of$5,193,807.00 of those funds has been expended (based on CFIN). FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers FE73 534600 0147310 $75,000.00 FE71 539120 0137130 $50,000.00 CERTIFICATIONS: Submitted for City Manager's Office by- Susan Alanis (8180) Brian Dickerson (7783) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Margaret Wise (8058) ATTACHMENTS 1. EPLS Search.pdf (CFW Internal) 2. FE71 539120 0137130.rd3x (CFW Internal) 3. FE73 534600.PNG (CFW Internal) 4. FE73 539120 0147310.JPG (CFW Internal) 5. Morgan Morgan SAM Search.pd (CFW Internal) 6. MWBE Morgan and Morgan.pdf (CFW Internal) T ncnnnma• 14MCIR C'.AN Page 2 of 2