HomeMy WebLinkAboutContract 52192 ft
ML
City Secretary Contract No. 5 a 19 a
RECENED
APRI 8 20
VORT WOR H FORT WORTH,
CI "SECRETARYf
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 Deloitte Consulting LLP ("Consultant"), a Delaware limited liability
partnership, and acting by and through Lee Haverman its duly authorized Principal. 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:
a 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—Milestone Acceptance Form;
5. Exhibit D—Network Access Agreement; and
_ 6. Exhibit E—Signature Authority
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 web content improvement services that includes an
assessment of the page layout, assessment of similar sites, personas, and basic user flows. 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,
,W and local laws 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 final execution("Effective Date")and shall
expire no later than three weeks following contract execution("Expiration Date"),unless terminated earlier
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 OFFICIAL RECORD
23
CITY SECRETARY
FT. WORTH,TX
Rk
City Secretary Contract No.
in accordance with the provisions of this Agreement or otherwise extended by the parties.
j �6
3. Compensation. The City shall pay Consultant an amount equal to and not to exceed
t"-,00 00 in accordance with the provisions of this Agreement and Exhibit"B,"Payment Schedule,which
't 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
r 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.If 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.
"i 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.
y 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
Dcloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 2 of
.� 23
City Secretary Contract No.
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 unless required by
applicable law or regulation 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 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.
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 3 of
23
City Secretary Contract No. _
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL REAL OR TANGIBLE PESRONAL PROPERTY LOSS OR
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 WHILE ENGAGED IN
PERFORMANCE OF THE SERVICES HEREUNDER. EXCEPT FOR CONSULTANT'S
` INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 8.2 AND 8.3 OF THIS
AGREEMENT AND CONSULTANT'S LIABILITY AND RESPONSIBILITY UNDER THE
IMMEDIATELY PRECEDING SENTENCE, TO THE EXTENT PERMITTED BY THE
CONSTITUTION AND LAWS OF THE STATE OF TEXAS, CONSULTANT AND ITS
RESPECTIVE PERSONNEL SHALL NOT BE LIABLE FOR ANY CLAIMS,
LIABILITIES, OR EXPENSES RELATING TO THIS AGREEMENT ("CLAIMS") FOR
AN AGGREGATE AMOUNT IN EXCESS OF THE FEES PAID BY CITY TO
CONSULTANT UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT RESULTING
FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
CONSULTANT OR ITS PERSONNEL. IN NO EVENT SHALL EITHER PARTY, ITS
SUBCONTRACTORS, OR THEIR RESPECTIVE PERSONNEL BE LIABLE FOR ANY
LOSS OF USE, DATA, GOODWILL, REVENUES OR PROFITS (WHETHER OR NOT
DEEMED TO CONSTITUTE A DIRECT CLAIM), OR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY LOSS, DAMAGE,
OR EXPENSE, RELATING TO THIS AGREEMENT. THIS PROVISION SHALL APPLY
TO THE FULLEST EXTENT OF THE LAW, WHETHER IN CONTRACT, STATUTE,
TORT (SUCH AS NEGLIGENCE), OR OTHERWISE, NOTWITHSTANDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
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 REAL OR TANGIBLE PESRONAL PROPERTY DAMAGE
4
OR PROPERTY LOSS OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT BY THE DELIVERABLES (PURSUANT TO THE INDEMNITY
OBLIGATIONS UNDER SECTION 8.3 BELOW), 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 WHILE ENGAGED IN
PERFORMANCE OF THE SERVICES HEREUNDER.
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 first created by
Consultant for delivery to the City in performing the services hereunder (in this
Section 8C and in Section 8.2 each individually referred to as a "Deliverable" and
_ Dcloiuc Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 4 of
23
City Secretary Contract No.
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. Pursuant to its indemnity obligations under Section 8.3.3 below,
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 any Deliverable(s) in the course of
performance or completion of, 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
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, because
Consultant refuses to do so, assumes the responsibility for payment of costs and
expenses for any claim or action brought against the City for infringement subject to
the indemnity obligation arising under this Section 8.3 of 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 for
such Deliverable(s), 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.
,. Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 5 of
23
City Secretary Contract No.
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
is licensed or eligible 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
4 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 accident.
10.1.3. Professional Liability (Errors & Omissions)in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
a 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 claim;
$4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per claim;
$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
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 6 of
23
City Secretary Contract No.
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 wrongful acts resulting in 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;
dk
10.1.5.3.4. Alleged Fraud, Dishonest or Intentional Acts
with final adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for failure to protect intellectual property
and claims 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,
Y included within the Professional/Errors and Omissions Liability policy, a
separate policy specific to Technology E&O, or an umbrella policy that
y picks up coverage after primary coverage is exhausted.Any is acceptable
if coverage meets all other requirements. Any deductible will be the sole
responsibility of the Consultant. 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, subject to the continued availability of commercially
reasonable terms and conditions for such coverage. An annual certificate
of insurance 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 Commercial General Liability, Automobile Liability and
Umbrella Liability policies shall include the City as an additional insured thereon, with
respect to Consultant's acts or omissions in performance of Services under this
Agreement. 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
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 7 of
23
City Secretary Contract No.
' (Right of Recovery)in favor of the City of Fort Worth,unless prohibited by law.
` 10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage resulting in noncompliance shall be provided to the City unless
Consultant obtains replacement insurance meeting all requirements and specifications
herein without lapse. 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
a address.
10.2.4. The insurers for all policies must be licensed, eligible 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.
,. 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 Deloitte Consulting LLP
Attn: Susan Alanis Attn: Lee Haverman
200 Texas Street Address 500 West 2'Street,Suite 1600
Fort Worth TX 76102 Austin,TX 78701
Facsimile: (817)392-6134 Facsimile: (855)412-5371
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 8 of
23
City Secretary Contract No.
With Copy to the City Attorney
at same address
` 14. Solicitation of Employees. Neither the City's nor Consultant's personnel involved in the
performance of this Agreement 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 and involved in the performance of this Agreement
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. Governina 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
At 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
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 9 of
23
City Secretary Contract No.
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 for conformance in all material respects with the applicable requirements agreed to in writing
'k by the parties for such deliverable and signify acceptance by execution and provision to Consultant of the
Milestone Acceptance Form within ten(10)days of receipt of the deliverable,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 and in all cases within ten(10)days of receipt
of the deliverable. If the City does not reject nor accept a deliverable within such period, the deliverable
shall be deemed accepted. 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 or by deemed acceptance. The City's acceptance will not be
unreasonably withheld.
27. Network Access.
27.1. City Network Access. Consultant, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Consultant Personnel"), do not requires
access to the City's computer network in order to provide the services herein, and so shall not be
required to Consultant execute nor comply with the Network Access Agreement which is attached
hereto as Exhibit"D".
s 27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant
a 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")of 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. The parties agree that
Consultant will not require such access. No changes, modifications, alterations, or amendments
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 10 of
A% 23
City Secretary Contract No.
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. 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
g establish appropriate procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services. If requested, 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 by Consultant 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
r 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
am 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.
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 11 of
23
City Secretary Contract No.
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.
31.2. 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 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)
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 12 of
— 23
City Secretary Contract No.
Executed in multiples this the (' t' day of ,20(j
A 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.
Na e: _ usan Alanis
Tit ssis nt City Manager _
By: —
Date: Name: Vicki eszen
ft Title: Wellness Manager_
APPROVAL RECOMMENDED:
ft
By: '4a'� 4
N e: _John B. Str g CONTRACT AUTHORIZATION:
Title: Assistant City Attorney M&C: _N/A
ATTEST: Date Approved: N/A
Form 1295 Certification No.: N/A
By:
N e: _ . K y
Title: City ecretary U
CONSULTANT:
Deloitte Consulting LLP ATTEST:
By: y� ems--- By:
Name: _Lee Haverman_ Name:
Title: _Principal_ Title:
r
Date: 3/15/2019
Deloitte Consulting LLP
Professional Services Agreement-Technology OFFICIAL. RECORD
� 23v.9/2017 CITY SOEMY,
FT.WORTH,TX
V4
City Secretary Contract No.
VA
D4 EXHIBIT A
ot STATEMENT OF WORK
14
ft A.I. Description of Project,Scope,and Responsibilities
A. Description and Scope of Project
The project will involve an assessment of the usability of the City of Fort Worth's Wellness microsite
(http://fortworthtexas.gov/wellness/).We will follow our heuristic methodology to compare the site against our
predefined framework of industry best practices in usability and human-cantered design to complete the evaluation.
Our services to complete the evaluation of the City of Fort Worth's Wellness will be performed over a two-week
period,starting on or about 3/4/2019 and ending no later than 3/22/2019.
B. Responsibilities
Deloitte Consulting shall perform the following Services:
1. Heuristic assessment of current site:This step includes a review of the current state experience
against a set of best practices and guidelines that outline recommendations for usability improve-
ments for the site.
2. Marketplace analysis of other wellness sites from similar organizations,where content and inter-
action patterns demonstrate useful reference points for considerations into a future design of the
City of Fort Worth's wellness site.
3. Persona development. Up to four representative personas will be developed with your stakehold-
ers in a workshop to identify the current users of the site,which help build a shared understanding
within the team as the site evaluation is being performed.
4. High-level user flows. User flows for the personas will help illustrate known pain points and po-
tential opportunities for improvements of the site.
A.II. Deliverables
The following Deliverables will be produced during the course of this agreement,each deliverable below may be
incorporated into a signal final document:
Deliverable Deloitte ConsultinS Role
Personas&High-Level User - A workshop will be conducted by Deloitte to develop initial Personas to sup-
Flows port a user-centric approach for the site evaluation. For each of the personas,
a primary user flow is established as to align how the user interacts with the
City of Fort Worth's wellness site. The team will also use personas to anchor
use cases and to facilitate reviews of site recommendations and discussions.
Personas are reduced and consolidated based on behavior and task flows,a
limited number simplifies the understanding across the organization and will
be delivered as a document. For this engagement,up to 4 personas are esti-
mated.
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 14 of
23
VA
City Secretary Contract No.
Heuristic Assessment A document containing an assessment of the current state experience of the
City of Fort Worth's wellness site will be performed against a set of known best
practices and usability guidelines. Screenshots of the current state site, with
annotations indicating where usability issues may exist. Where possible,
Ek annotations may also include recommendations for improvements as well.
IL
GL
Marketplace Assessment A document containing references to other wellness microsites,or similar sites
that contain usability references that can be used to inform future
+� improvements to the site.
MK
q
04
A.M. Staffing,Timing and Assumptions
A. Staffing
Deloitte Consulting will provide the following personnel for this Project:
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 15 of
23
City Secretary Contract No.
Narne Role Availability De�icflpfion
Lee Haverman Project Princi- Part Time ■ Provide Deloitte Consulting lead-
pal ership, resources,and tools
TBD Engagement Part Time ■ Overall responsibility for delivery
Manager of Deloitte Consulting services
■ Monitors overall Deloitte Consult-
ing project resources and budget
■ Manages the day-to-day project ac-
tivities of Deloitte Consulting staff
TBD Sr. UX De- Full Time ■ Will facilitate the workshop with
signer the stakeholders to develop the
personas and user flows.
■ Executes the heuristic evaluation
of the site
■ Performs a marketplace analysis of
other wellness sites or similar
■ Will lead reviews with the client as
deliverables are being completed.
Full-time means an estimated 9 hours a day,five days a week excluding public holidays.
B. Timing
This engagement is estimated to take approximately two weeks. It is understood and agreed by Deloitte
Consulting and Client that the work specific commencement and end dates contained in the work plan are
estimated performance dates.
C. Project Assumptions
The following is a list of some of the assumptions and expectations that together with the information
provided to Deloitte Consulting as of the date of this Engagement Letter, the nature and scope of the
Services,the expected resource requirements and other commitments from the Client, and the anticipated
duration of the Services, form the "Project Assumptions" for this Engagement Letter and the basis of
Deloitte Consulting's pricing. A deviation from the Project Assumptions may cause changes to Deloitte
Consulting's schedule, fees, expenses, level of effort or otherwise impact Deloitte Consulting's
performance of the Services, and the parties will enter into a Change Order to reflect any adjustments to
the Services and/or pricing for such services as a result thereof.
I. Client shall commit the necessary skilled resources and management time,as described above,to sup-
port Deloitte Consulting's Services,to perform the review and acceptance cycles in a timely manner,
and to accomplish the objectives of the Project.
2. Client shall provide Deloitte Consulting with access to Client's personnel and facilities in order for
Deloitte Consulting to fulfill its obligations hereunder.
3. Decisions to be made by Client will be made promptly and communicated through Client's Project
Manager. Client's Project Manager shall have all necessary authority to commit Client with respect to
the subject matter of this Project.
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 16 of
23
City Secretary Contract No.
4. The scope of the Project as documented above shall remain unchanged,except as otherwise agreed by
Deloitte Consulting and the Client in writing.
5. Client shall obtain all consents necessary from third parties required for Deloitte Consulting to per-
form its obligations hereunder.
6. Deloitte Consulting will have no responsibility for the performance of other contractors or vendors
engaged by Client,or delays caused by them, in connection with the Project even if Deloitte Consult-
ing has been involved in recommending or selecting such contractors or vendors,or in the monitoring
of their work.
7. Client is responsible for the contractual relationship with third parties and for ensuring that they coop-
erate with Deloitte Consulting.
w 8. Deloitte Consulting will have no responsibility for the performance of any third party software or
hardware.
9. If specifications and/or acceptance criteria or procedures have not been agreed to,they will be
promptly agreed to prior to Deloitte Consulting's completion of the applicable deliverable.
1 10. Client will perform its obligations hereunder in a timely manner.
A.IV. Change Orders
If any of the following events occur while Deloitte Consulting is engaged to provide the Services(each a
"Change Order Event"),Deloitte Consulting shall be entitled to a Change Order to compensate it for actual
and anticipated additional effort at Deloitte Consulting standard billing rates, plus reasonable incurred
expenses:
i • The scope,approach or timing of the Project or the Services change,
• Delays are encountered that are beyond the reasonable control of Deloitte Consulting, including,
without limitation, delays caused by third party software and hardware vendors or their related
.� products and/or services,
• A project assumption proves to be invalid,
• Client fails to meet its obligations as set forth herein.
Deloitte Consulting will notify Client, in a reasonable period of time after becoming aware of a Change
Order Event. Notwithstanding anything to the contrary in this Agreement, if the parties are unable to
reach a complete agreement on a Change Order within 30 days of Client being notified of a Change Order
Event, Deloitte Consulting may, at its option,suspend or terminate the Services upon written notice to
Client. Change Orders to this Agreement will only be effective when signed by authorized
representatives of each party.
r
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 17 of
23
Mk
Ok
City Secretary Contract No.
w
Nk EXHIBIT B
WA PAYMENT SCHEDULE
Deloitte Consulting LLP will invoice the City in the amount of$35,000.00, inclusive of out-of-
pocket expenses, upon completion of the project.
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 18 of
23
kk
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref.#:
w
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:
4
4 Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 19 of
23
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 an
y assessment of the page layout, assessment of similar sites, personas, and basic user flows for City of Fort
Worth Wellness site. In order to provide the necessary support, Consultant needs access to description of
specific Network systems to which Consultant requires access to Internet and Intranet.
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 the services pursuant to this Agreement to which this
Network Access Agreement is attached as Exhibit D and incorporated therein. 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
T Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this
access is being granted for purposes of completing services for the City pursuant to a separate contract,then
this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services,whichever occurs first. This Agreement will be associated with the Services designated
below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. ® Services are being provided in accordance with the Agreement to which
this Access Agreement is attached.
3.4. 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;and
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
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 20 of
23
City Secretary Contract No.
1k gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
1k 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 Contractor's Data, terminate the Agreement pursuant to the
termination provisions thereof,and pursue any other remedies that the City may have under this Agreement
or at law or in equity.
1k 5.1. Notice to Consultant Personnel — For purposes of this section, Consultant
Personnel shall include all officers, agents, servants, employees, or representatives of Contractor.
1k 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:
` 5.1.1. Contractor 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;
5.1.2. Contractor, and/or Consultant Personnel, shall be prohibited from
` connecting personally-owned computer equipment to the City's Network;
5.1.3. Contractor Personnel shall protect City-issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City's
Network;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
` Regulation D7;
5.1.5. Any document created by Consultant Personnel in accordance with this
Agreement is subject to applicable state regulations regarding public information;
5.1.6. Contractor Personnel shall not copy or duplicate electronic information for
` use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
` 5.1.8. 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
Contractor, 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 Contractor-owned equipment that contains City-provided access software,
` termination or resignation of officers, agents, servants, employees or representatives with access to City-
provided Network credentials,and unauthorized use or sharing of Network credentials.
• (signature page follows)
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 21 of
IL 23
IL
14
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: DELOITTE CONSULTING LLP:
By: ti By: y At,�v'
s Alanis Lee Haverman
tart City Manager Principal
Date: c Date: 3/15/2019
APPROVED AS TO FORM
AND LEGALITY:
By:
J n B. Stro
Assistant City Atto
�/
�FART�?r
ATTEST: 0
t,:
By. c=
MAry J.Ka s
� City Secret
FA 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.
By: — L- t' 11%.1-4
Vicki ieszen
Wellness Manager
CONTRACT AUTHORIZATION:
M&C: _N/A
Date Approved: N/A
Form 1295 Certification No.: N/A
Deloitte Consulting LLP
Professional Services Agreement-Technology Rev.9/2017 a CITYSEC�ETY
ge o
23 FT. WORTH,TX
City Secretary Contract No.
` EXHIBIT E
` VERIFICATION OF SIGNATURE AUTHORITY
` Full Legal Name of Consultant: Deloitte Consulting LLP
Full Business Address 500 West 2"d Street, Suite 1600,Austin,TX 78701
` Services to be Provided Web content improvement services that includes an assessment of the page
layout, assessment of similar sites, personas,and basic user flows for City of Fort Worth Wellness site.
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: Lee Haverman
` Position:Principal
11 All�
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Ohl
Deloitte Consulting LLP
Professional Services Agreement-Technology
Rev.9/2017 Page 23 of
IL 23