HomeMy WebLinkAboutContract 46734 Lk!_S..34
City Secretary Contract No.
F OTWORTH.
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City" or "Client"), a Texas home-rule municipal corporation, and
GRAY CPA CONSULTING,PC("Consultant"or"Contractor"),a Texas Company City and Consultant are each
individually referred to herein 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 plus any amendments to the Statement of Work
3. Exhibit B-Payment Schedule
4. Exhibit C-Milestone Acceptance Form
5. Exhibit D-Signature Verification Form
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. The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers,
employees, agents,and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional consulting
services for project management, implementation and training services for implementation of Caseware, a
Comprehensive Annual Financial reporting (CAFR)and Budget Reporting software solution. Specifically, Consultant
will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and
incorporated herein for all purposes, and further referred to herein as the "Services." Consultant shall perform the
Services in accordance with standards in the industry for the same or similar services. In addition, Consultant shall
perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is
any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
2. Term.
This Agreement shall commence upon June 8, 2015 ("Effective Date") and shall expire no later than June
30, 2017 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or
M otherwise extended by the parties.
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M 3. Compensation.
M
The City shall pay Consultant an amount not to exceed $65,790.00 in accordance with the provisions of
c this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all
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purposes. Consultant 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 Consultant not specified by this Agreement unless the City first approves such expenses in
writing. City agrees to pay all invoices of Consultant within thirty(30)days of receipt of such invoice. Consultant
may charge interest on late payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either 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 termination.
4.2 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty,
obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder,the 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.
4.4 Duties and Obligations 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 effective date of termination
and Consultant 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. Upon termination of this Agreement for any reason,Consultant
shall provide the City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Consultant has received access to City information or data as a requirement to perform
services hereunder,Consultant shall return all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. 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 Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or
methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,materials,or
methodologies unless the parties have executed a separate written agreement with respect thereto. Consultant,for
itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City
("City Information") 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. Consultant 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.
Consultant 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, Consultant shall, in good faith, use all
commercially reasonable efforts to cooperate with the City in 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. Richt to Audit.
Consultant agrees that the City shall,until the expiration of three (3)years after final payment under this
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Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant
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 Consultant not less than 10 days written notice of any intended
audits.
Consultant 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 not less than 10 days written notice of any 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 provisions of this Agreement, .haii 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. 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.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT 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 ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY
RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY
THE ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS,
SERVANTS OR EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT—(i) The Consultant warrants that all Deliverables, or
any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a
"Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights,
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trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary
rights,in the performance of services under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for infringement of
any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use
of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services,or the City's continued use of the Deliverable(s) hereunder.
(iii) Consultant agrees to indemnify,defend,settle,or pay,at its own cost and expense,including the payment
of attorney's fees, any claim or action against the City for infringement of any patent,copyright, trade mark,
service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s),or
any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify,
defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s).So long as Consultant
bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,
Consultant 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 Consultant 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, Consultant shall fully participate and cooperate with the City in defense of such claim
or action. City agrees to give Consultant 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 Consultant's duty to indemnify the City under this Agreement. If the
Deliverable(s), 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, Consultant shall, at its own
expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s);
or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)
with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional
charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate
this Agreement,and refund all amounts paid to Consultant by the City,subsequent to which termination City
may seek any and all remedies available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER
SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
Consultant 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 Consultant under which the assignee agrees to be bound by the duties and
obligations of Consultant under this Agreement. The Consultant 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 Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such
duties and obligations may apply. The Consultant shall provide the City with a fWly executed copy of any such
subcontract.
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 the City:
1. Commercial General Liability
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a. Combined limit of not less than$1,000,000 per occurrence;$2million aggregate or
b. Combined limit of not less than $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.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement,
including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per
occurrence. I have 250/500/100 limits I am only on site for two days
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. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
1. All applicable policies 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 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 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 prior to execution of this Agreement.
11. Compliance with Laws, Ordinances,Rules and ReiMations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,
Consultant shall immediately desist from and correct 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 arises 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 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:
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TO THE CITY:
City of Fort Worth With Copy to the City Attorney
Attn: Susan Alanis,Assistant City Manager at same address
1000 Throckmorton
Fort Worth TX 76102
Facsimile: (817)392-8359
TO CONSULTANT:
Name: Gray CPA Consulting,PC
Attn: Gail Gray
Address: 9009 Rolling Oak Ct
City,State,Zip Montgomery,TX 77316
Facsimile: 832-553-2617
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's employer. This provision shall not apply to an employee who responds to a general
solicitation or advertisement of employment by either party.
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.
16. 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 and 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.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Maieure.
The City and Consultant 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.
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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 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,and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein by
reference, contains the entire understanding 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.
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. An executed
Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted
through electronic means,such as fax or e-mail,and reflects the signing of the document by any party. Duplicates are
valid and binding even if an original paper document bearing each party's original signature is not delivered.
25. Warranty of Services.
Consultant 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 Consultant's option, Consultant shall either (a) use commercially
reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b) refund the fees paid
by the City to Consultant for the nonconforming services.
26. Milestone Acceptance.
Consultant shall verify the quality of each deliverable before submitting it to the City for review and
approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution
of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it
will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection.
The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment
to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The
City's acceptance will not be unreasonably withheld.
27. INTENTIONALLY DELETED.
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28. Immieration Nationality Act.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall
verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant
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.
Consultant 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. Consultant shall provide City with a certification letter that it has
complied with the verification requirements required by this Agreement. Consultant 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 Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2,if either City or Consultant 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 fust 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 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.
30. Reporting Requirements.
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by
Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that
performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and
includes all input,output,processing,storage,or communication facilities that are connected or related to the device.
Computer technician means an individual who,in the course and scope of employment or business, installs,repairs,
or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance
services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant
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to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall
immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber
Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known,and as permitted by law. Failure by
Consultant to make the report required herein may result in criminal and/or civil penalties.
31. 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. This Agreement, and any amendment(s) hereto, may be
executed by any authorized representative of Consultant whose name, title and signature is affixed on the
Verification of Signature Authority Form, which is attached hereto as Exhibit "D" and incorporate herein by
reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
Executed in multiples this the !it-day o 20�.
AGREED: AGREED:
CIT WORT GRAY CPA CONSULTING PC:
By- By:
Su an Al is Gail ray
As ' ij Ma2ager President ,
Date: 4 s I S Date: /J
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Q °IF®�
ATTEST: �� °d° °OhDR 0 ATTES .
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A00 �y,
By: a g� By: V
Ma J. ays ° $y Name//2 (yc
City Secretary �ob�` Title q/,ce—
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APPROVED AS TO FORM AND LEGA
B
Maleshia B. Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: c- o?73/2-
Date
Date Approved: 6-,2 -/s`
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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EXHIBIT A
STATEMENT OF WORK
RA ' C�`A ?NtlLTLI +G F'
AND
CASEWARE INTERNATIONAL
CAFR, BUDGET& MONTHLY
REPORTING SOFTWARE TRAINING
'AND IMPLEMENTATION
FOR
THE CITY OF FORT WORTH , TX
STATEMENT OF WORK
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1 SCOPE AND APPROACH
To ensure a successful implementation, Gray CPA's will assist the City of Fort Worth
("Fort Worth" or"City") in evaluating the best approach to import the chart of accounts
into CaseWare. This process varies from automatic mapping to a custom group
structure or to utilizing the predefined groups within CaseWare. Once the trial balances
are imported and the City's fund structure is duplicated,the trial balance will be mapped
to custom groupings developed from the City's own chart of accounts within CaseWare.
This will allow the trial balance to be grouped in as many as 10 different ways
depending on the needs of the specific report. For example grouping focusing on the
GASB 34 reporting, the Notes to the financial statements, MD&A, and Reconciliation
sections will each be developed using groupings within CaseWare.
Gray CPA's will provide Fort Worth's key employees initial web based training that will
equip the City's staff the necessary skills required to allow for grouping the Trial balance
and post all necessary adjustments so that the 2014 CAFR balances will be
represented in the CaseWare database. Gray CPA's will build appropriate MD&A,
Notes, indexes, rounding relations, tables and other material to complete the prior
year's financial statements within CaseWare. The City staff will provide accurate work
papers to prepare any excel links that they will require to automate the CAFR past data
that can be pulled from within the CaseWare database. City staff will also review all
balances within CaseWare's automatic documents by each column in the CAFR. Gray
CPA's will build all calculations and tables required to produce the full CAFR. Gray
CPA's will be responsible for all sections, pages and pagination during the initial build of
the 2014 CAFR.
Gray CPA's will also work with the city's staff to create a CaseWare file for monthly
reporting starting with 2015 data. During this time City staff will work to create work
papers,adjustments and group codes to allow for the production of the Monthly reports.
This process will happen in conjunction with the production of the 2014 CAFR. Gray
CPA's will create the initial monthly report and show the City staff how to edit and utilize
this report moving forward.
Once prior year data has been duplicated into CaseWare, Fort Worth employees will be
trained on the CaseWare solution, and Fort Worth's prior year data will be rolled
forward. Fort Worth will import current data and make any current year changes under
the direct supervision of Gray CPA's.
Gray CPA's will work with the City staff to determine the best approach to building out
the budget reports. This process will happen after the completion of the CAFR and
monthly reports. Gray CPA's will work with the city's staff to determine the exact
reporting needs based on the prior year budget.
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City Secretary Contract No.
2 TECHNICAL ASSISTANCE:
• Additional support contracts are available upon completion of any of the individual
phases to accommodate ongoing support directly from Gray CPA Consulting, PC.
Our support rates vary depending on the complexity of service required. Most will bill
at the current rate of$75-$125. However,if more complex issues arrive Gail Gray's
rates are $180/hr.
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City Secretary Contract No.
3 PROJECT MANAGEMENT:
The Project Manager for this Proposal will be Gail Gray. Gail will work with Fort Worth
employees to identify the input and output needs specific to Fort Worth and tailor the
software appropriately.
Working with Gray CPA's Fort Worth shall:
• Determine the best level to bring into the CaseWare database
• Post all of the prior year adjusting journal entries.
• Review prior year trial balance for accuracy —Trial balance should balance with
the CAFR.Staff will utilize CaseWare's automatic documents to accomplish this.
• Identify current accounting structure and flow of your chart of accounts within the
MD&A, Financial statements and Notes.
• Fund structure or fund hierarchy.
• Fund level reports group assignment.
• Government Wide reports group assignment.
• Budget report group assignment.
Project Manager will work with Fort Worth to determine if you will use predefined groups
within CaseWare or a custom structure group and establish the groups. They will also
consider the ability to convert from existing group codes in prior ERP or CAFR software.
And with the assistance of project manager will attempt to import and leverage off these
group codes.
Under the supervision of Gray CPA's,City of Fort Worth will map and code trial balance,
statements and schedules to predefined groups within CaseWare or the custom
structure group, this will allow for import of group assignments into CaseWare and
determine if information will be created as input cells which allows editing, or links from
spreadsheets that contain data that cannot be established from the database.
Statements and schedules required by GASB, including but not limited to:
• Statement of Activities
• Statement of Financial Position
• Balance Sheets
• Statements of Revenues and Expenditures
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City Secretary Contract No.
• Cash Flows
• Reconciliations
• MD&A
• Statistical Reports
• Budget/ActualNeriance
• Supplemental Information,
Gray CPA's will instruct and guide Fort Worth staff in establishing the working paper
structure and determine what documents are needed to produce the required reports
which may Include:
• Retirement plan schedules of funding progress—pension calculations.
• Statements for non-major Governmental, non-major Enterprise, and Fiduciary
funds.
• Special Revenue, Debt Service, Capital Projects, Permanent, Internal Service,
and Fiduciary funds.
• Purchases of Investments.
• Fixed assets and depreciation schedules.
• Fixed assets and sales of fixed assets.
• Building Tables -- based on group codes, standard account grouping and
information provided by Fort Worth.
• Create each of the required reports for the CAFR.
• Create many of the rounding relationships for the balance sheets and train staff
to establish others.
• Others as required.
Gray and Associates shall prepare:
• Table of Contents that it updates automatically each year based on the actual
pages required that year.
• Introductory Section&Auditors Report inserted from PDF.
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City Secretary Contract No.
• Pagination and insert your"pages left blank".
• Headers, footers and formatting for a publish ready document when
implementation is complete.
• Build footnotes based on most recent report issued-link to any available data or
spreadsheet.
• Notes to the Financial Statements linked to any available data.
• Build in the roll forwards to allow input of numbers to automatically transfer to the
prior year columns when the file is relocated to the next year.
• Provide assistance and guidance with rolling the file forward ready for next year.
• Provide assistance and guidance with constructing the necessary changes for
next year.
• File Setup:
o Gray CPA's will provide the initial file setup and Trial Balance and Budget
imports.
Provide remote software training enabling Fort Worth staff to import the
remainder of the files and assistance and guidance with grouping the
Chart of Accounts.
o Provide initial training to Fort Worth's staff to assist them with grouping to
produce the working papers they determine are required.
o Gray will build a custom knowledge library database that will hold
footnotes.
This process will assure that your staff has the proper training and the knowledge
necessary to maintain the database.
Onsite Training-after initial reports have been drafted
Once the template and the import of prior year financials are loaded into CaseWare and
the file is ready to roll forward to the next year Gray CPA's will train up to 15 employees
in the use and maintenance of the necessary components of CaseWare.
Gray CPA's will continue to provide ongoing tech support through the completion of
publication of the September 30, 20015 CAFR. This will insure a complete
implementation and full training for your staff. Once the CAM is published then tech
support transfers to the CaseWare tech support team where you will continue to receive
unlimited software support included with your software license. Gray CPA Consulting
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City Secretary Contract No.
provides ongoing support and customization for clients that request this. This support
can be purchased at our support rate on an hourly basis. The Support rate is$751hr.
Additional customization will be billed at our standard hourly rates ranging from $60 -
$180 depending on the level of assistance needed.
3.1 DELIVERABLES
• A CaseWare working paper file(the Database)is provided once balances have been
Imported by Gray CPA's and we feel that your balances have uploaded property.
This Nie is then utilized to proof group nodes and post your adjusting entries.
Instruction on Inserting working papers and utilizing the automatic Trial Balance
feature to verify your amounts will occur at this time.
• With option 1 selected Gray CPA's will reproduce the September 30,2014 CAFR as
close as possible. City Staff will be responsible to assure that group code balances
and descriptions properly reflect the 2014 CAFR.
• Gray CPA's will deliver sections of the CAFR to review as the project progresses.
Typically sections are completed weekly after the initial file setup and coding of the
CAFR Is complete.Gray CPA's will then begin building sections of your reports.
• Once the implementation is completed Fort Worth will receive a final CaseWare file
with a full CAFR.
• Gray CPA's will provide a GASB Template customized for Fort Worth including all
the schedules and sections utilized to create the CAFR.
• Gray CPA's will provide a CaseWare file for 2015 Monthly data with the Monthly
reports completed
• Gray CPA's will provide a CaseWare file for 2016 with the Budget Documents
completed.
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City Secretary Contract No.
3.2 TIME FRAME
Gray will work with Fort Worth to determine appropriate scheduling
Telephone Introduction/Install CaseWare
Install CaseWare
Export
Import
Reconcile/Balance
Establish Working Paper Structure
Build Knowledge Library
Client File
Prepare for New Year/CAFR Training
Publish CAFR
CAFR
The CAFR document can take up to 6 months depending on the availability of your staff
and the size of your dataset. You will need to budget a minimum of 250-350 hours of
your staff time for initial data loading and setup. Additional time will be required for
training and publication of your CAFR document.
3.2.2 CASEWARE GOVERNMENTAL IIRAIPLEMENTATION PROCESS&TIMELINE _
Weeks 1 —4
Utilizing the City's staff to obtain an understanding of the organization's accounting structure
and assist with defining groupings to produce required reports. This includes setting up custom
groups in CaseWare, and utilizing the existing accounting structure as much as possible to
allow for Import of group assignments of up to 10 available Groups. Allow City staff additional
time to complete the required grouping.
• Export Trial Balances
• Export Prior Year Balances
• Export Encumbrance Amounts
• Export Budget Amounts
• Group Codes
• Mapping
• Journal Entries
• Coding
• Test the import process and automatic grouping.
Weeks 3—9
• Build Fund Reports
• Build Budget Reports
• Build Government Wide Reports
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City Secretary Contract.No.
• Build Schedule of Federal Awards
• Build MD&A
• Build Statistics
Weelcs_6—9
• Build Budget Reports
• Build Fund Reports
• Build Government Wide Reports
• Build MD&A
• Build Notes
• Build Cover Page
• Build intro Section
• Build Rounding Relations
• Build Section Dividers
• Build Table of Contents
• Client Final Review of Full CAFR Document.
Gray CPAs will build the footnotes based on the Last Report issued,and work with City staff to
link to any available data or spreadsheets.This will include building in the Roll forwards,to allow
input numbers to automatically move to the prior year columns when the file is moved to next
year.
Gray CPAs will prepare the Table of Contents,so that it updates automatically each year based
on the actual pages required that year.
Gray CPAs will worts with the pagination and insert"pages left blank".
It is our intent to handle all the headers,footers and formatting Issues,so you have a published
ready document when our implementation is complete
Zftks 10-14
• City staff will work to review pages of CAFR and approve each page as final
Week—14
After the 2014 CAFR has been duplicated Gray CPAs will work with City staff to:
• Roll the file forward ready for 2015.
• Train your staff to make the necessary changes for the next year.
• Work with your staff for tech support,through the completion of the 2015 CAFR.
• City staff will work to build all linkage to cash flow reports
• We anticipate this process to take approximettely 16 weeks to complete.
Weeks 1 —8
Gray CPA's will work with the city staff to produce the monthly reports
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City Secretary Contract No.
NAME AND ADDRESS OF FIRM CONDUCTING BUSINESSES
Gray CPA Consulting PC
9009 Rolling Oak Ct
Montgomery,TX 77316
936-828.4587
Gal l.gmycpas@gma il.com
Incorporated in the State of Texas
4 TERM
Implementation and training services shall commence on June 8,2015 and is expected to
continue through June 30,2017. Software and Technical Support shall continue pursuant to the
software cost proposal and CaseWare EULA previously agreed to by the City and CaseWare.
Gail A.Gray
Gray CPA Consulting, PC
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City Secretary Contract No._
EXHIBIT B
PAYMENT SCHEDULE
Weeks 1-4:File Set-up and Grouping of Chart of Accounts
1) Create File in Caseware
2) Create Group Codes (Govt.Wide, Budget, Fund)
3) Export Trial Balances with all properties and Group Codes
4) Upload Balances
5) Build Statistical Section (75% complete)
$9,500.00
Weeks 14: Monthly Reporting
1) Replicate 23 pages (75% complete)
$6,500.00
Weeks 5-9:Build-Sections
1) Build Govemment-Wide(75% complete)
2) Build Combining and Fund Reports (75% Complete)
3) Build Notes (75% complete)
$14,000.00
Weeks 5-9: Monthly Reporting
2) Replicate 22 pages (75% complete)
$6,500.00
Weeks 10-14:Review& Complete CAFR
1) Build MD&A(75% complete)
2) Make any Adjustments to CAFR
3) Proof numbers and work with Fort Worth to fix any errors in trail balances or group codes
4) Build Rounding Relations
5) Create Table of Contents
6) Import and PDF's or Images
7) Create Introductory Section
10190.00
Weeks 10-14: Monthly Reporting
1) Final Review Monthly Report(100% completed) $1,500.00
Weeks 15-16.Final Touches
1) Review CAFR (100% completed)
2) Two-Day on-site Training
3) Roll Forward file for 2015
$13,200.00
Phase 2: Technical Support:
1) Work with Fort Worth Staff to be prepared for changes and provide technical support
400.00
Total.............................................................................................................$65x790.00
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City Secretary Contract No.
EXHIBIT C
MILESTONE/DELIVERABLE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref. #:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including penalties:
Approved Payment Amount:
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City Secretary Contract No.
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Gray CPA Consulting,PC
Legal Address: 9009 rolling Oak Ct.,Montgomery,TX 77316
Services to be provided: Project management,implementation and training services for implementation of
Caseware,a Comprehensive Annual Financial Reporting(CAFR)and Budget Reporting software solution
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement,amendment or change order
on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Company. The City is filly entitled to rely on the warranty and representation set forth in this Form
in entering into any agreement or amendment with Company. Company will submit an updated Form within ten(10)
business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed
Form until it receives a revised Form that has been properly executed by the Company.
1. Name: Gail Gray
Position: CPA
1�7)*_Z
Signature
2. Name: RJ.Jl
Posit* n: U �, U
Si ature '
3. Name:
Position:
Signature
Name: Gail Gray
.r)D ✓ V�
Signature of President/CEO
Other Title: 404
Date:
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M&C Review
Official
CITY COUNCIL AGENDA FC)RI'��'iaRTi�
COUNCIL ACTION: Approved on 6/2/2015
REFERENCE LOG 04PEOPLESOFT FINANCIAL
DATE: 6/2/2015 NO.: **C-27312 NAME: REPORTING SERVICES AND
TRAINING
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Professional Services Agreement with Gray CPA Consulting,
PC, in the Amount of$65,790.00 to Provide CaseWare Financial Reporting Services
and Training for the Financial Management Services Department to Integrate with the
PeopleSoft Enterprise Resource Planning Solution for ERP Phase II (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Professional Services Agreement with
Gray CPA Consulting, PC, in the amount of$65,790.00 to provide CaseWare financial reporting
services and training for the Financial Management Services Department to integrate with the
PeopleSoft Enterprise Resource Planning Solution for ERP Phase II.
DISCUSSION:
This Agreement will provide professional services to assist in the delivery of financial reporting
requirements for the PeopleSoft Enterprise Resource Planning (ERP) Phase II Enhanced GL Project
"go-live" scheduled for October 2015. This Agreement will also provide support for the development
and delivery of the Comprehensive Annual Financial Report and the Monthly Financial Reports for
integration with the PeopleSoft ERP solution. Additionally, Gray CPA Consulting, PC (Gray
Consulting), will provide training for the Financial Management Services staff to produce these reports
going forward.
Gray Consulting is the sole provider of implementation services for the CaseWare solution.
Funds for this Agreement will be paid from the Project funds appropriated for ERP. Listed below is a
chart of the appropriations and the current project balance.
Appropriations for the ERP Project consist of the following:
Project Work Phase Amount
Project Planning Phase $18,296,838.53
Contract Agreement Phase $ 700,000.00
Design Phase $ 650,000.00
Construction Phase $37,970,820.57
Project Total $57,617,659.10
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21133&councildate=6/2/2015[6/3/2015 1:58:01 PM]
M&C Revim
Total project funding consists of the following:
Fund Appropriations Encumbrances and Project Balance
Expenditures
Specially Funded Capital Projects $19,646,838.53 $7,503,537.88 $12,143,300.65
Fund
ERP Capital Project Fund $37,970,820.57 $23,814,917.18 $14,155,903.39
Project Total $57,617,659.10 $31,318,455.06 $26,299,204.04
M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Information Technology Solutions 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.
AGREEMENT TERMS - Upon approval of this recommendation, the Agreement will begin on June 8,
2015 and shall remain in effect through June 30, 2017.
ADMINISTRATIVE AMENDMENT -An administrative amendment or increase may be made by the
City Manager in the amount up to $16,448.00 per year and does not require specific City Council
approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds in the amount of$14,155,903.39 are
available in the current capital budget, as appropriated, of the ERP Capital Project Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
C296 539120 131030136180 $65.790.00
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Kevin Gunn (2015)
Additional Information Contact: Steve Streiffert (2221)
ATTACHMENTS
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