HomeMy WebLinkAboutContract 45661 City Secretary Contract No.
CITY SECRETARY
FORTWORTHODCONTRACT NO."LLLL.
PROFESSIONAL SERVICES AGREEMENT
(Ji?lbrmation Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (die "City"), a home-rule iriunicipal corporation
situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, and Burns & McDonnell,
Engineering, Inc., ("C"onsultant"), a Missouri Corporation. City and Consultant are each individually
referred to herein as a"party"" and collectively referred to as the "parties." The to "Consultant" shall
include the ("onsultant, its officers, agents, employees, representatives, contractors or subcontractors.
The to "City"shall include its officers, employees, agents, and representatives,
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional. Services
2. Exhibit A- .Statement of Work plus any amendments to the Statement of Work
3. ExhibitB- Schedule of I lourly.Protessional Service Billing Rates
4. Exhibit C—Network Access Agreement
5. Exhibit D—S4Mature 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 to "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers,
agents, employees, representatives, servants, contractors or subcontTactors.
The to "City" shall include its officers,, employees, agetits, and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
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rn C011SUltiDg services for design of a new process to manage to the City's capital prqjects that will interface
AC-1 with PeopleSoft, including design and process improvements, data analysis, meeting l'acilitatioin, and
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C1 training as needed. Specifically, Consultant will pertlorm all duties outlined and described in the Statement
4— of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further
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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 perf6rin the Services in
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r4 accordance with all applicable federal, state, and local laws, rules, and regulations, If there is any conflict
between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control,
OFFICIAL RECORD
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2. Term.
The Initial Term of this Agreement shall commence upon the last date executed by the parties
("Effective Date") and shall expire no later than December 31, 2014 ("Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the
parties. This Agreement may be renewed for an additional term up to one (1) year upon mutual written
consent of the parties. The City shall provide Consultant with written notice of its intent to renew at least
thirty(30) days prior to the end of the Initial Term.
3. Compensation.
The City shall pay Consultant an amount not to exceed $18,000.00 in accordance with the
provisions of this Agreement and Exhibit "B," Schedule of Hourly Professional Service Billing Rates,
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(M).
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. 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.
4.4 Dirties and Oblations 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.
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5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full
disclosure in writing of any existing or potential conflicts of interest related to Consultant's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials,
or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services
under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials, or methodologies unless the parties have executed a separate written agreement
with respect thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall
treat all information provided to it by the City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information
in any way. Consultant shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event,
Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this Agreement, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Consultant involving transactions relating to this
Agreement at no additional cost to the City. Consultant agrees that the City shall have access during
normal working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section.
The City shall give Consultant not less than 10 days written notice of any intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all
subcontractor 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
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have the exclusive right to control the details of its operations and activities and be solely responsible
for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors.
Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City,
its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants,
contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Consultant. . It is further understood that
the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,
agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers,
agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting
of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors.
8. Liability and Indemnification.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
,--t)MfSS+ONft MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS -0� OR MALFEASANCE OF CONSULTANT, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost
and expense, any claim or action against the City for infringement of any patent, copyright, trade
secret, or similar property right arising from City's use of the software and/or documentation in
accordance with this agreement. Consultant 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, and City agrees to cooperate with it in doing so. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. If the software and/or documentation or any part thereof is held to
infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise,such use is materially adversely restricted, Consultant shall, at its own expense and as
City's sole remedy, either: (a) procure for City the right to continue to use the software and/or
documentation; or (b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect City's authorized use of the
software and/or documentation; or (c) replace the software and/or documentation with equally
suitable, compatible, and functionally equivalent non-infringing software and/or documentation at
no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Consultant, terminate this agreement and refund to City the payments actually made to
Consultant under this agreement.
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9. Assignment and Subcontracting.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If
the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. Insurance.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to
do business in Texas or otherwise approved by the City:
1. Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence.
2. Automobile Liability Insurance with a combined limit of not less that $1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the
amount required by statute.
5. Technology Liability(E&O)
$1,000,000 Each Claim Limit; $1,000,000 Aggregate Limit
(a) Coverage shall include, but not be limited to,the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Any deductible will be the sole responsibility of the
Prime Vendor 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 Contract. 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 shall
be submitted to the City to evidence coverage.
6. Any other insurance as required by City.
10.2 General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its interests may
appear. The term City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
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3. A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,
Fort Worth, Texas 76102, with copies to the City Attorney at the same address.
4. The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to 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:
City of Fort Worth With Copy to the City Attorney
Attn: Greg Jordan at same address
1000 Throckmorton
Fort Worth TX 76102
Facsimile: (817) 392-6185
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TO CONSULTANT:
Burns &McDonnell Engineering, Inc.
Attn: Chris Williams
6500 West Freeway, Suite 704
Fort Worth, Texas 76116
Facsimile: (817) 377-0394
14. Solicitation of Employees.
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
Agreement, without the prior written consent of the person's employer. This provision shall not apply to
an employee who responds to a general solicitation or advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GoverninE Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for
such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Maieure.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
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20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement and that
the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument, and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein
by reference, contains the entire understanding and agreement between the City and Consultant, their
assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous
oral or written agreement is hereby declared null and void to the extent in conflict with any provision of
this Agreement.
24. Counterparts.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument. An executed Agreement, modification, amendment, or separate signature page shall
constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the
signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) days from the date that the services are completed. In such event, at Consultant's option, Consultant
shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or(b) refund the fees paid by the City to Consultant for the nonconforming services.
26. Intentionally Deleted.
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
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with the Network Access Agreement which is attached hereto as Exhibit "C" 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") or
National Fingerprint File ("NFF"), that is governed by and/or defined in Title 28, Code of Federal
Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of
criminal justice as defined therein on behalf of the City under this Agreement, Consultant shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall separately
execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. Immigration Nationality Act.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination.
Consultant shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties
or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve
the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may
submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be
agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees,
however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the
dispute through mediation, then either party shall have the right to exercise any and all remedies available
under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a
dispute in accordance with this informal dispute resolution process, the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the dispute.
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Either party may, before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where
such relief is necessary to protect its interests.
30. Reporting Requirements.
For purposes of this section, the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input, output, processing, storage, or communication facilities that are
connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business,
installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,
hardware, and maintenance services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing
services pursuant to this Agreement, views an image on a computer that is or appears to be child
pornography, Consultant shall immediately report the discovery of the image to the City and to a local or
state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited
Children. The report must include the name and address of the owner or person claiming a right to
possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report
required herein may result in criminal and/or civil penalties.
31. Signature Authority.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any
amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "D" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
[Signature Page Follows]
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Executed in multiples this the day of 20 .
AGREED:
CITY OF FORT WORTH: URNS & Ntd�
By: y:
W�M
Susan Ian s Chris Williams
Assistant City Manager Project Manager
Date: � Date:
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TTES 0000000 :
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Mary Kayser e le, Bunn
City Secretary 0® ting Coordinator
00000°°°°
AYPRV vED TO,F cOR LEGALITY- -a
"Z;. STEPHANK LEGH BUNN
By: __ reu4ry 1'aVdr fiast 1 T
iviaieshia B. Farmer
Senior Assistant City Attorney
CONTRACT :
C: Not required
Date Approved: N/A
OFFIC',flI L FIE CORD
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EXHIBIT A
STATEMENT OF WORK
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Susan Alanis
Assistant City Manager
City of Fort Worth
1000 Throckmorton St.
Fort Worth, TX 76102
Ms. Alanis:
Project Background
Bums& McDonnell understands that the City of Fort Worth desires to improve their Capital Projects
Delivery system. The current system which is used to manage a variety of projects across the city is in
need of replacement.
Scope of work:
Work with the designated City of Fort Worth Capital team to design a new process to manage capital
projects that will interface with PeopleSoft. These activities may include
• Design and Process Kaizens
• Data analysis
• Meeting facilitation
• LSS training as needed
• Management presentations
Time and Material Services
The provided cost estimate and quote is for services to be rendered on a time and material basis to be used
at the Owner's direction and discretion. Burns& McDonnell would recommend starting with an estimate
of $18,000 to cover approximately 80 labor hours and minimal expense. Burns & McDonnell will
endeavor to manage the project cost to the estimated budget; however because of the limited information,
Burns & McDonnell cannot guarantee project scope completion within the proposed budget. Hours will
be applied to the project until project completion or until the contract value has been expended,whichever
comes first. if required by the City of Fort Worth, Burns & McDonnell will provide man-hour and cost
reports which will allow for continued open communications and tracking of the project budget with the
city.
6500 West Free way•Fort Worth,TX 76116
Tel. 817377-9394•www.harasmrd.rom
City of Fort Worth
May 14, 2014
Page 2
In addition please find our 2014 rate sheet as well as proposed terms and conditions. In an effort to be a
good corporate citizen we will waive the technology charge of$9.95 per hour and have agreed to cut our
rate from $300 per hour to $213 per hour shown on the attached rate sheet. We look forward to assisting
you in this effort and if you have any questions please contact me directly at 817.269.6616 or by email at
ctNvilliamsli)burrismcd.com.
Sincerely,
Chris Williams, PMP
Lean Six Sigma MBB
Project Manager
6500 Wesl freeway•fort Worth,Tr l"W1
Tek 817377-0394•www.burasmrd.rom
City Secretary Contract No.
EXHIBIT B
SCHEDULE OF HOURLY PROFESSIONAL SERVICE BILLING RATES
Bums&McDonnell Professional Services Agreement-Technology
Page 13 of 17 Rev.04/2014
Schedule of Hourly Professional Service Billing Rates
Position Classification Hourly
Classification Level Billing Rate
General Office * 5 $61.00
Technician * 6 $72.00
Assistant * 7 $84.00
8 $117.00
9 $130.00
Staff* 10 $143.00
11 $158.00
Senior 12 $173.00
13 $188.00
Associate 14 $201.00
15 $213.00
16 $219.00
17 $225.00
NOTES:
1. Position classifications listed above refer to the firm's internal classification system for employee compensation.
For example,"Associate","Senior", etc., refer to such positions as"Associate Engineer","Senior Architect", etc.
2. For any nonexempt personnel in positions marked with an asterisk (°), overtime will be billed at 1.5 times the hourly
labor billing rates shown.
3. Project time spent by corporate officers will be billed at the Level 17 rate plus 25 percent.
4. For outside expenses incurred by Burns& McDonnell, such as authorized travel and subsistence,and for services
rendered by others such as subcontractors, the client shall pay the cost to Burns& McDonnell plus 10%.
5. be..Wed4 rued m puter.. cs g m past r i d aftis w(OA
long.distafico tetephon ;_#ax.,...pbet opy-a ..ma.il...ser-vices.,--Specialty.it s.(&uoh.a -web-arid-vide of re-rasr�ge
are.. .-inoluded-in-the4eGhno4ogy charge.
6. Monthly invoices will be submitted for payment covering services and expenses during the preceding month.
Invoices are due upon receipt. A late payment charge of 1.5% per month will be added to all amounts not
paid within 30 days of the invoice date.
7. The services of contract/agency personnel shall be billed to Owner according to the rate sheet as if such
contract/agency personnel is a direct employee of Burns& McDonnell.
8. The rates shown above are effective for services through December 31, 2014, and are subject to revision
thereafter.
Form BMR1014
City Secretary Contract No.
EXHIBIT C
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to provide design of a new
process to manage to the City's capital projects that will interface with PeopleSoft, including design and
process improvements, data analysis, meeting facilitation, and training as needed. In order to provide the
necessary support, Contractor needs access to the City's Internet and Intranet.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing the services described above in Section 1. Such access is
granted subject to the terms and conditions forth in this Agreement and applicable provisions of the
City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for all
purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services, whichever occurs first. This Agreement will be associated with the Services
designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
X Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement,
the Contractor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in
denial of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Burns&McDonnell Professional Services Agreement-Technology
Page 14 of 17 Rev.04/2014
City Secretary Contract No.
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's
Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to
the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the
Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery
of a breach or threat of breach which could compromise the integrity of the City's Network, including but
not limited to, theft of Contractor-owned equipment that contains City-provided access software,
termination or resignation of officers, agents, servants, employees or representatives with access to City-
provided Network credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY OF FO WORTH: BURNS MCIX)NN t
By: By._ _
Susa A nis Name:
Burns&McDonnell Professional Services Agreement-Technology
Page 15 of 17 Rev. 04/2014
City Secretary Contract No.
Assistant City,Manager Title: __...__
L7ate: --tom Date:
ATTEST:
TT EST:
p
_... `�® ,
c,: .._ . .....-- - — - -
-_.—
PROVED AS TO F 2M AN � fITY
p,�✓�. B
Assistant City Attorne � � ,(r. .wo e &
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none required
OFFICIAL RECORD
crry SECRETARY
Burns&McDonnell FIE W ORTP4, �� Professional Services Agreement-Technology
Page 16 of 17 Rev.04/2014
City Secretary Contract No.
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Burns & McDonnell:
9400 Ward Parkway
Kansas City,Missouri 64114
Services to be provided: Design of a new process to manage to the City's capital projects that will
interface with PeopleSoft, including design and process improvements, data analysis, meeting
facilitation, and training as needed.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name: ; P "
Position: °
..............--
Signature
2. Name: a _
Position:
Signat
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Bums&McDonnell Professional Services Agreement-Technology
Page 17 of 17 Rev.04/2014
a
Contract Signature Authority
February 1, 2014
Maximum Signing Auth rity for:
Proposals, Contracts, Change Expense
Orders and Procurement Check Reports
Authorization
Design-Build Engineering All Projects
Projects ** Projects
�._.--�----- Company Position
Unlimited Unlimited Unlimited CEO
$100 Mil. $20 Mil. $50,000 Group President/CFO
$30 Mil. $10 Mil. $30,000 Senior Vice Presidents
$10 Mil. $5 Mil. $20,000 Vice Presidents
$2 Mil. $2 Mil. $15,000 Regional Office Managers
$1 Mil. $500,000 $ 5,000 Associate Level Project
Managers, Dept. Managers
$500,000 - 0 - $ 3,000 All Other Constr. Division PM's
and CDB Procurement Managers
- 0- - 0 - $ 3,000 All Other Project Managers
** Projects executed, reviewed and approved by the CDB Global Practice
All Contracts shall be reviewed by the Legal Department
From: 821?—Pw DaLa
To: Lamom--We5hla,
Subject: FW: Signature Authority
Date: Friday,June 06,2014 2:38:52 PM
Attachments: BayffeA.2quaWm-A&�ix V-22-QUILULdt
6LLQ0)Ih=
Ma�eshia,
Attached is the inlormation YOU reqUested for the Burns& McDonnell Contract.
Thanks
Debra
From: Williams, Christopher [mailto:ctwilliams@burnsmcd.com]
Sent: Friday, June 06, 2014 2:27 PM
To: Rose, Debra
Subject: Fwd: Signature Authority
I am an Associate/Department Manager.
Sent from my iPhone
Begin forwarded message:
From: "Hudgens, Harmony" <bhIK", -
Date: June 6, 2014 at 12:41:29 PM CDT
To: "Williams, Christopher" <.QLvjJJ,,uiI5
Subject: RE: Signature Authority
Attached!
-----Original Message-----
From: Williams, Christopher
Sent: Friday, June 06, 2014 12:41 PM
To: Hudgens, Harmony
Subject: Signature Authority
Can you send me the latest Sig authority breakdown.
Sent from my iPhone