HomeMy WebLinkAboutContract 49442 QM 1 23 4
`S6+ City Secretary Contract No.
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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"), a Texas home-rule municipal corporation, and GEOGRAPHIC INFORMATION SERVICES,
INC. (`Consultant"), a Texas corporation. City and Consultant are each individually referred to herein as a"parry" and collectively
referred to as the"parties."
CONTRACT DOCUMENTS:
OFFICIAL RECORD
The Contract documents shall include the following: CITY SECRETARY
1. This Agreement for Professional Services FT.WORTH,TX
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—Network Access Agreement
6. Exhibit E—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' shall
include the Consultant 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 trouble
shooting and repair of the zoning and board of adjustment map export tool. 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 29, 2017 and shall expire no later than August 28, 2018, unless terminated
earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for
2 renewals or, each a"Renewal Term." The City shall provide Consultant with written notice of its intent to renew at least thirty (30)
days prior to the end of each term.
3. Compensation.
The City shall pay Consultant an amount not to exceed five thousand and 00/100 ($5,000.00) in accordance with the
provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all 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
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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 end of its term, 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.
6e Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this 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
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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, Consultant 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.
Consultant acknowledges that the doctrine of respondent 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 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 NEGLIGENT 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, 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
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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 fully 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:
I. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4million 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.
3. Professional Liability(Errors&Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit.
4. Statutory Workers' Compensation requirements per the amount required by statute and Employers' Liability Insurance shall
be maintained with a minimum limit of$1,000,000 policy limit each accident/occurrence.
S. Technology Liability(Errors& Omissions)
a. Combined limit of not less than$2,000,000 per occurrence; $4million 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.
(a) Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii)Implantation of malicious code or computer virus
claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be
maintained for the duration of the contractual agreement and for two(2)years following completion of services provided. An
annual certificate of insurance, or a full copy of the policy if requested,shall be submitted to the City to evidence coverage.
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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, 200 Texas St., 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 Regulations.
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:
TO THE CITY: WITH COPY TO:
City of Fort Worth City of Fort Worth
Attn: Fernando Costa,Assistant City Manager Attn: JB Strong,Assistant City Attorney
200 Texas Street 200 Texas Street
Fort Worth, TX 76102 Fort Worth,TX 76102
Facsimile: (817)392-6134 (817)392-7627
TO CONSULTANT:
Geographic Information Services, Inc
Attn: Kevin Stewart
2100 Riverside Center
Birmingham,Al 35244
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kstwartCt]ip-isinc..corn
(205)941-0442 ext.135
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.
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.
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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. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for
purposes of this section "Consultant Personnel"), requires access to the City's computer network in order to provide the services
herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and
incorporated herein for all purposes.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires access to any
federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint
Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center
("NCIC") National Fingerprint File ("NFF"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20
("CFR Part 20"),for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City
under this Agreement, Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, and
shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. 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. 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.
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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 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
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. Reportine 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 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 "E" 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.
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Executed in multiples this thjk)pday of ,2017.
AGREED: AGREED:
CITY OF FORT WORTH: NAM F CONSULTANT:
By: By:
Fernando Costa G k g arris
Assistant City Manager Chie Operating Officer
Date: 24 /7 OF FQ Date: I(e
ATTEST: '� EST:
By:
M r Richard Price
City ecretary * Contract Administrator
AS
APPROVE AS TO FORM AND LEGALITY:
By:
" Qhrzjwtrong
Assistant Ci Attorney
Form 1295 Certification No. N/A
M&C: No: N/A
Date:
CONTRACT COMPLIANCE MANAGER:
By signing,I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
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Name:
Title: /y
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OFFICIAL RECORD
CITY SECMARY
ATT.WORTH,TX
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City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Consultant will provide professional services to assist with the City with troubleshooting the map export tool.
Consultant's support will be on a time and materials basis. All services provided will be conducted virtually through
remote network access, telephone conference calls and internet (WebEx) demonstrations. However, if onsite
services are required,Consultant will bill the City for the actual travel expenses.
Consultant will provide the City with a single point of contact. Consultant will identify the support tasks and
establish a communication plan for coordinating the activities of the task as well as status reporting. All GIS support
will be performed by a Consultant authorized consultant. Consultant will match the support task with the correct
Consultant labor category. Anticipated tasks include,but are not limited to:
• Troubleshoot map export tool
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City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Consultant is proposing a time and materials contract for GIS Professional Services for the City with a not-to-exceed
(NTE)price of$5,000.00 for the categories and associated rates to work on this project:
Category Commercial Hourly
Rates
Staff GIS Analyst $128.75
Sr.GIS Analyst $149.35
Staff Solutions Engineer $162.75
Sr. Solutions Engineer $201.40
Staff Geos atial Developer $154.90
Sr.Geos atial Developer $199.50
Technical Architect $206.85
Sr.Technical Architect $256.15
Consultant will invoice the City monthly for all services and material provided. Consultant will also provide the
City with frequent status reports so the City is aware of all services and expenses.
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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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Page 12 of 16
City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively the
"Network"). Consultant wishes to access the City's network in order to provide professional services to assist the
City troubleshooting the map export tool. In order to provide the necessary support, Consultant needs remote
network access, telephone conference calls, and internet (WebEX) demonstrations. However, if onsite services are
required,Consultant will bill the City for the actual travel expenses.
2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the City's Network for
the sole purpose of providing professional services to assist the City with troubleshooting the map export tool. 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 Consultant with Network Credentials consisting of user IDs
and passwords unique to each individual requiring Network access on behalf of the Consultant. Access rights will
automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of
completing services for the City pursuant to a separate contract,then this Agreement will expire at the completion of
the contracted services, or upon termination of the contracted services,whichever occurs first. This Agreement will
be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
X Services are being provided in accordance with the Agreement to which this Access Agreement is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter,this Agreement may be renewed annually if
the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Consultant 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, Consultant shall provide
the City with a current list of officers, agents, servants, employees or representatives that require Network
credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network
and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share
the City-assigned user IDs and passwords. Consultant acknowledges, agrees and hereby gives its authorization to the
City to monitor Consultant's use of the City's Network in order to ensure Consultant's compliance with this
Agreement. A breach by Consultant, its officers, agents, servants, employees or representatives, of this Agreement
and any other written instructions or guidelines that the City provides to Consultant pursuant to this Agreement shall
be grounds for the City immediately to deny Consultant access to the Network and Consultant's Data,terminate the
Agreement,and pursue any other remedies that the City may have under this Agreement or at law or in equity.
Geographic Information Services,Inc. Professional Services Agreement—Technology
Page I3 of 16
City Secretary Contract No.
5.1 Notice to Consultant Personnel—For purposes of this section, Consultant Personnel shall include
all officers, agents, servants, employees, or representatives of Consultant. Consultant shall be responsible for
specifically notifying all Consultant 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) Consultant shall be responsible for any City-owned equipment assigned to Consultant Personnel,
and will immediately report the loss or theft of such equipment to the City
(b) Consultant, and/or Consultant Personnel, shall be prohibited from connecting personally-owned
computer equipment to the City's Network
(c) Consultant 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) Consultant 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 Consultant Personnel in accordance with this Agreement is considered
the property of the City and is subject to applicable state regulations regarding public information
(f) Consultant 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 Consultant 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, Consultant agrees to remove entirely any client or communications software provided by the City
from all computing equipment used and owned by the Consultant, its officers, agents, servants, employees and/or
representatives to access the City's Network.
7. Information Security. Consultant 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. Consultant 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 Consultant-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.
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Page 14 of 16
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CON ACTOR NAME:
-- R �
By: By'
Fernando tosta eg is
Assistant City Manaper Chief era ngffi er
Date: 4 7 ORT y� Date: LeT 11
ATTEST: A
By: ♦c 8y.
Mary Kay r XPCJ ame: Richard Price
City Secret Title: Contract Administrator
APPROVED AS TO FORM AND LEGALITY:
B —
(J B trong
Assistant City Attorney I
M&C; Not required
Form 1295: Not required
CONTRACT COMPLIANCE MANAGER:
By signing,I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensur' all performance and reporting requirements.
1
Name: �ti A V/PwV
Title: Q� pA/lt s� � L��-vb , r
1
Geographic Information Services,Inc. Professional Services Agreement—Technology
Page 15 of 16
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company:
Legal Address:
Services to be provided:
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 fully 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- Greg Harris
o ' n:Chi
Pef Operating Officer
n ur
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Si atur o re ident 1 CEO
Other e: e O ratin Officer
Date:
Geographic Information Services,Inc. Professional Services Agreement—Technology
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