HomeMy WebLinkAboutContract 49883 City Secretary Contract No. �U93
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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" or "Client"), a home-rule municipal corporation
situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and through its duly
authorized Assistant City Manager, and GRANTANALYST.COM, LLC DBA ZOOMGRANTS
(`Consultant"), a Colorado LLC and acting by and through Geoff S. Hamilton its duly authorized
President and Founder. 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 for Professional Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—INTENTIONALLY DELETED
5. Exhibit D—INTENTIONALLY DELETED; and
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'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 grant application and reporting software.
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
6 federal, state, and Iocal laws, rules, and regulations. If there is any conflict between this
A 5 gre Exhibit A,the terms and conditions of this Agreement shall control.
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2. erm. This Agreement shall commence upon final execution of the Agreement
ivv�k]D A and shall expire no later than twelve(12) months after the Eff
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Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise
extended by the parties. This Agreement may be renewed for two additional 12-month terms at the City's
option, 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 $26,000.00 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 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. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt
of notice from the non-breaching party, or other time frame as agreed to by the parties. 1f the
breaching party fails to cure the breach within the stated period of time, the non-breaching party
may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or
equity, immediately terminate this Agreement by giving written notice to the breaching party.
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.
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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. Right to Audit.
6.1. 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.
6.2. 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, 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 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
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Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither
Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled
to any employment benefits from the City. Consultant shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. 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 HIND OR
CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2. 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.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. 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.
8.3.2. 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.
8.3.3. 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
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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.
9.1. 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
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is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. 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.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. 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.
10.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors& Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. 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. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
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specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Consultant under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology
coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of
liability. Any deductible will be the sole responsibility of the Consultant
and may not exceed $50,000 without the written approval of the
City. Coverage shall be claims-made, with a retroactive or prior acts
date that is on or before the effective date of this Agreement. Coverage
shall be maintained for the duration of the contractual agreement and for
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; and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
10.2.3. 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.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
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10.2.6. 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: TO CONSULTANT:
City of Fort Worth GrantAnalyst.com, LLC dba ZoomGrants
Attn:Assistant City Manager Attn: Geoff S. Hamilton, President and Founder
200 Texas Street 8155 E. Fairmont Dr.# 122I
Fort Worth TX 76102 Denver CO 80230
Facsimile: (817)392-6134
With Copy to the City Attorney
at same address
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.
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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 Majeure. 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. 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
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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") e+ National Fingerprint File ("NFF"), or Texas Law Enforcement
Telecommunications Systems ("TLETS"),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 or the Fort Worth Police
Department, under this Agreement, Consultant shall comply with the Criminal Justice
Information Services Security Policy and CFR Part 20, as amended, and shall separately execute
the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
No changes, modifications, alterations, or amendments shall be made to the Security Addendum.
The document must be executed as is, and as approved by the Texas Department of Public Safety
and the United States Attorney General.
28. Immi ,ration 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 (1-9), 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 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,
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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. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, the City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1)does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Consultant certifies that Consultant's signature provides
written verification to the City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel
during the term of the contract.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. 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.
31.1.3. 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.
31.1.4. 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.
3I.2. Reporting Requirement. 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
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 11 of 24
City Secretary Contract No.
herein may result in criminal and/or civil penalties.
32. 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.
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4
(Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to
Audit), and Section 8(Liability and Indemnification)shall survive termination of this Agreement.
(signature page follows)
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 12 of 24
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
f
IRV T H (
R&
City' of Fob Worth,, TX
David Reitz, MPA
Senior Planner
Neighborhood Services Department
(817) 392-7563
david.reitz@fortworthtexas.gov
Proposal by:
online appIH tion Rob Sronce
scholarships
Lead Consultant
(866) 323-5404 ext. 9
I[ b1
July 19, 2017
'W14
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 14 of 24
City Secretary Contract No.
City of Fort Worth, TX
Proposed Solution
A Comprehensive Online Grant Application Management System
We offer a robust,personalizable,and fully
customizable system that can help the City of 2 mreeyor,uapr»M-Rbcs V*N
Fort Worth put its grant programs online. Our � � �� a*
system includes the following powerful Program Dashboard
features:
• Pre-Application - Pre-qualify potential
applicants
• Custom Content-Your questions,diverse
question types, unique character limits,etc. �" `"`1M0 =�°••._•:.`,
• Budgets- Simple or complex budgets, '*°"° con "
including calculated columns
• Document Attachments -Unlimited number
of pertinent documents, photos,and other .�..
files
• Decision Tools -Trial balance,scoring
reports comments private notes and more
• IRS Verification -Automatic check of "
applicant nonprofit status via IRS data
released monthly
• Custom Reports- Pull data from specific All those components,plus:
fields to generate ad hoc reports • Batch Emails
• Post-Fundina Features- Manage Reporting, • Data Export to .CSV
Invoices, Payments, and Automatic Reminders • Automatic Email Notifications
•Activity and Audit Logs- Track actions by all And,best of all,the ZoomGrants'"auto-save
users at the program and application levels feature.
What Makes Us GGAT', What Makes Use 3fi. What Pukes Us the i r
ZoomGrantSTM provides The ZoomGrants'"system With ZoomGrantSTM, users get
an online platform that is more intuitive, more user- more than a top-of-the-line
can simplify and expedite friendly,and more powerful application management system,
the entire grant process, than other grant management because we become a critical part
allowing staff to do more systems. We continue of our clients'teams, helping them
with less and focus on the perfecting our system with the harness our system to best meet
application content rather help of user feedback and team their needs. With ZoomGrants'",
than the process. brainstorming sessions where users get a great system and free
we design and develop new access to our knowledgeable team
features. of helpful consultants.
This Communication Is confide„flat and privileged. It is meant only for the onginas, intended rec€pleat.You may not
disclose; copy,or u;._this proposal if you are not the intended recipient. 1
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 15 of 24
City Secretary Contract No.
City of Fort Worth, TX
, , . . , . .Pricingep . . . .
ZoomGrantsTM Pro Subscription Price per Year Year(s) $2,500
(paid annually) $2,500 One (1)
Price per Pmgram(s)per
Per-Program Fee Program Year $6,000
$2,000 Three (3)
Account Activation $500
(one time only)
The total price quoted is For the duration of the carrtrast Appropriate payments
will be made annually,end applicable taxes anti flees wlfl be added,,where required
by law. Praprams may accept applications For 12 montha from rhe open date. TOTAL $9,000
Prtorimms may use past-award features indefinitely>sith an active Am-sub'Irnpoon.
Our Pricing includes... Plus, with ZoomGrantsl", there's...
UNLIMITED Applications received NO Software to install y
UNLIMITED User accounts NO Servers to maintain
UNLIMITED Technical support NO Hidden fees
...................•...,....,.,,.,.,....,.,,,,,,......,,..........,,,,........•..,,,,:
Visit the ZoomGrants-Savings calculator-hj ag;/%zrar f s.c 1:m ciau.,lgg -to calculate your
financial and environmental savings when you switch from a paper-based system to the ZoomGrants-
cloud-based application system.
Optional Add-Ons:
A ZoomGrantsTm expert conducts a one-day on-site training.
On-Site Training(s)are customized to best fit the meads of the City and are based $1,000/day
on attendees'technological literacy,experience,etc.as well as the goals of
Training on
organization.For administrates,applicants or reviewers.Remote online maximum
training is included with unlimited technical support.
A ZoomGrantsT" specialist works directly with the City of Fort
Data Entry Worth to build a new application or enter or adjust an existing $110/hour
one.
Data A ZoomGrantsl" specialist exports data out of the system and
Manipulation manipulates it in external software such as Excel, Word, etc. $110/hour
outside of to generate additional report(s)for an Administrative user.
ZoomGrants'74
Program A ZoomGrantsT"Consultant works with the City to provide $125/hour
Consultation technical assistance and/or manage grant programs.
.T.h s':).''••.Twill at:on is(".,w:4;C €;ti:a arId =-?tvile,.ced. it is cOnly"sag e�,e�j€'i±€;w��,i€;t�.�'�� se.. s;sw t. '�o:;on-ay no
t'.Si„105i;,(:Opg,or i.94;ie e... )root'-s"al if You Int""'n.dr:.d rec-ipent. 2
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 16 of 24
City Secretary Contract No.
City of Fort Worth, TX
ZoomGrantsTM Comes Highly Recommended
Time and again, we hear from users who
We specialize in rave about the simplicity, elegance, and
happy customers. versatility of the ZoomGrantsTM system.
They love how easy it is to use.
• "ZoomGrants is by far the easiest grant submission system that I have seen. Even
someone with no experience in grant submissions can do this."
• "ZoomGrants makes applying for grants a simple, painless procedure...and as a
grantwriter, I know how painful the process can be at times. Thank you ZoomGrants!"
• "ZoomGrants has been the best experience I've had applying for a grant online."
They love the helpful features.
• "ZoomGrants maximizes a candidate's effectiveness to express their qualifications
while minimizing any fears of technological blunder."
• "ZoomGrants eliminates the need to spend hours on logistical details, allowing you to
fully focus on putting together the best grant application possible!"
They especially love the technical support.
• "The technical support was fantastic!!"
• "The technical support received and the friendly, approachable tech staff took out
the fear of stepping into the future of grant writing."
• "Superb tech support, always available, made completing the application far more
simple than it would have if I had been entirely on my own."
• "Technical problems are rare, but support is always available and responsive.
I highly recommend it."
• "Probably the best thing about it, for me, was that the technical help that supports the
system IS available, usually very quickly, and the person will keep helping you until
you understand what you should d� and you get it right."
This communication is confidential and privileged, It is meant only,for the oriwinai,intended recipient.Yoti may not
disclose; copy,or use this propnsal if you are not the intended recipient. 3
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 17 of 24
City Secretary Contract No.
City of Fort Worth, TX ZcomGRANTS
Frequently Asked Questions
Q: How long does it take to get up and running?
A: We've helped users sign up and go live with their Helpful Links
programs on the same day. Our staff can introduce
administrative users to the ZoomGrantsTM system as well Click on the links below for more
as help put a pre-existing application into the system or information.These slideshows and
consult as a new application is developed. videos are also available on our
website.
Q:We're ready to move forward with ZoomGrants'". What's System Overview:
next? . Video
M Go to httg*;,L[ arr�Gr° rt; ,.rom and click Sign Up Now t
to create an administrative account. Our staff would also . Slideshow
be happy to help set up the account.Then, if you're the ran
do-it-yourself type, after you've created your account, etc,
you can explore and get acquainted with the system. If
you're a read-the-manual-first type, we have a set of User Experiences•.
Getting Started videos to watch before you dive in. Applicants
• Video
Q:What if we need help? �
A: Call (866) 323-5404 x2 or email a Slideshow
Questions@ZoomGrants.com.The ZoomGrants'"'
Support team loves providing prompt assistance to all1
users. Because the system is so intuitive, however, we Reviewers
don't hear from many of our users—we average only Slideshow
four Support inquiries per workday, and about 90% of
the inquiries can be addressed in five minutes or fewer. l
Administrators
Q:What about the data that we already have? . Slideshow
A: We can help you migrate your data into the
ZoomGrants'" system. Our Applicant History section
provides an overview of each Applicant's submittal
history. Pre-ZoomGrantsTM history can even be uploaded "Getting Started"Guide for New
into that section, too. Administrative Users:
• Video
What would happen if we discontinued our use of
ZoomGrants'"?
Your data is always your data. If you choose to stop
using ZoomGrants'", we can help export your data, or
you can continue your subscription indefinitely to
maintain your access to both your data and
ZoomGrants'"'administrative tools.
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1 :iilFflt-i�'M1..71�t1 k >.(�G?;LS. E�i��Ef:!i]i'M1;(t1riAY M1ti� F,1`:t?M1i S�E� <!i, tr%'t^.:.:'�P�`�"L'iY. L 1
dCiSrr, f,.H:ti,�:'"i.,i'+�.',s.hS r:i":)C4.531 if i'yt.,i:?3'F,`s,.._".the "e::ij7'r.;xi'IY
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 18 of 24
City Secretary Contract No.
M= Oty of Fort Worth, TX
Technical Specifications
ZoomGrantsT" requires only one
Jb!Dg,: a browser with an Internet
connection.
24x7x365from
ANYWHERE at
You and your users can access your ANY time using
programs ... ANY recent Internet browser
on
Ar. operating system
Installing ZoomGrantsT" requires only one line of HTML to be embedded on your website.
No software will be installed on your servers.
Security/Availability:
ZoomGrantsTm has security measures that ensure the protection and availability of your data,
including:
• Requiring all users to tog in with their own user I€1 and password, giving them
access only to the information that they are authorized to access. Once logged in, they
are automatically logged out after a period of inactivity.
• Providing the option to encrypt your pages and data transfers using our Secure
Socket Layer(SSL) certificate. While this will encrypt data transfers for you and your
users, it would require that the pages on your website also be encrypted.
The datacenter that houses everything also has significant security and redundancy features,
such as:
• Multiple SAS 70 Type II Certified data centers
• Parallel, redundant, multi-tiered network architecture
• Multiple Tier 1 telecom providers and direct Internet connections
• Complete redundancy in supplying data center power to servers and HVAC
• 24x7x365 redundant monitoring from multiple locations
• State-of-the-art network monitoring software
• Distributed Denial of Service (DDoS) attack response
• Secured physical entrances/exits
• Nightly security updates
This communication is conf;dem"fai:and pni,ileged. It is rripant only,for the orlgirai,lntenwed redillent.You ,ra not 5
dfswlose;f-op :or usp this proposal if you are nct tile intended recipient.
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 19 of 24
City Secretary Contract No.
City of Fort Worth, '"'?C ZcomGRANTS
This proposal is valid until December 2, 2017 at 5.00 p.m. Mountain time.
To accept the Proposed Solution and Pricing as described herein, please sign and
write the date in the spaces below and return the signed copy to ZoomGrants''.
Prices for additional years (up to three years total) can be locked in at these price
levels by indicating the appropriate duration in the Proposal Acceptance portion, below.
Note that additional grant programs administered by the City of Fort Worth that begin
and end in the next 12 months can be added according to the price table presented on
page two of this proposal, with no additional activation or subscription fees.
Please also note that ZoomGrantSTM shall not be responsible for any software, hardware, or
information technology not provided or maintained by ZoomGrantS'"
................................. ....................................................
We would be happy to answer questions or hear your comments. Feel free to call —
(866) 323-5404 ext. 9—or send an email — Rob.Sronce@ZoomGrants.com
We look forward to becoming part of your local grants management team!
Kind Regards,
Rob Sronce Thank you for this opportunity to manage
Lead Consultant your upcoming application processes.
ZoomGrantSTM
PROPOSAL ACCEPTANCE
I accept, for the duration indicated below, the ZoomGrants", Proposed Solution and Pricing as
described in this Proposal and agree to the Terms of Use listed at
httm
City f �0 9` rth,TX
Select Duration Initial to
Confirm
Signaure
❑ 1 year
Susan Al.anis
❑ 2 years Printed Name s
$ 3 years
Title Date
.J. ft:s:r,bxl :;::":fy st)3 tit .i7';,i`.'- ;. '3L? C £ £E C!y";P„ t. YY;t3! ay:"7';
:."t3SL{()Sc,z 's,^.y,::)t sl":i:'7?Y) ;�3 i`" ;}:f�'. n v:,sy�i- i.:�.r
y Y'"`zl" mot the r:t",;:.L„c„.,;e?;i,.:�'or 6
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 20 of 24
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Year Cumulative 1 2 3
FY 2017-18 2018-19 2019-20
Activation $ 500.00 $ 500.00
Subscription $ 7,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00
RFPs 3 3 3
Rate $ 6,000.00 $ 2,000.00 $ 2,000.00 $ 2,000.00
Subtotal RFPs $ 18,000.00 $ 6,000.00 $ 6,000.00 $ 6,000.00
Grand Total $ 26,000.00 $ 9,000.00 $ 8,500.00 $ 8,500.00
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
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City Secretary Contract No.
EXHIBIT C
INTENTIONALLY DELETED
Grantsanalyst.com dba ZoomGrants
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City Secretary Contract No.
EXHIBIT D
INTENTIONALLY DELETED
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
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City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
GrantAnalyst.com, LLC dba ZoomGrants
8155 E. Fairmont Dr.# 1221
Denver CO 80230
Services to be provided: Grant application and reporting software.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,
amendment or change order on behalf of Consultant. 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
Consultant. Consultant 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 Consultant.
1. Name: Geoff S. Hamilton
Position: Presiden;;Y,
ounder
C"A �_,
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date: ro Za- +1
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 24 of 24
City Secretary Contract No.
Executed in multiples this the Z" day of G )-" ,201=1.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH 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
By:
reporting requirements.
Name:')_Susan Alanis
Titl Assistant City Manager
By: Z.Z o
Date: t\ ( a � a'� (� Name: _Stev St eiffert_
APPROVAL RECOMMENDED:
Title: Assistant Director, IT Solutions_
APPROVED AS TO FORM AND LEGALITY:
By: 'X/ 6/1�
Na e: _John B. rong By:
Title: —AssistaAt City Attorney Name: _John B. Strong
Title: Assistant City Attorney
ATTEST: F .. .T
�:. '' CC3 TAUTHORIZATION:
tA--.PjW
.; of required
ed: N/A
By: ame: ry Kay :—1 ,Certification No.: N/A
Title: City Secretary
.� p,5
CONSULTANT:
GrantAnalyst.com, LLC dba ZoomGrants ATTEST:
By: CA , ` -- By:
Name: Geof S. ftam0ton Name:
Title: President and Founder Title:
Date: to
Grantsanalyst.com dba ZoomGrants
Professional Services Agreement-Technology
Rev.9/2017 Page 13 of 24