HomeMy WebLinkAboutContract 45836 CITY SECRETAKy
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation
situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Charles W.
Daniels, its duly authorized Assistant City Manager, and The Process Advisors (the "Consultant" or
"Contractor"), a sole proprietorship, d.b.a. The Process Advisors and acting by and through Michelle
Smeller, its duly authorized owner each individually referred to as a "party" and collectively referred
to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Statement of Work plus any amendments to the Statement of Work
3. Exhibit B—Payment Schedule
4. Exhibit C—Milestone Acceptance Form
5. Exhibit D—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of implementing ETO Impact by Social Solutions, Inc. Attached hereto and incorporated for
all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically
describing the services to be provided hereunder.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement ("Effective Date") and shall continue in full force and effect for one year ("Initial
Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the
Initial Term, this Agreement shall be renewable at the option of the City for two additional terms of one
year each (each a "Renewal Term") at the normal hourly rate of$135. The City shall provide Consultant
with written notice of its intent to renew at least thirty(30) days prior to the end of each term.
3. COr.-,PENSA I ION.
The City shall pay Consultant on the basis of hourly labor rates, and reimbursable costs as
shown in Exhibit "B," amount not to exceed 20,000 in accordance with the provisions of this
Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes
herein. 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. .,..w,.,W...w,...... ...,......-
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4. TERM INA"rION.
4]. Convenience.
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 oftonninuiiun.
4.2 Non-anoroDriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant ofsuch 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.
4.3 Breach.
Subject 0o Section 29 herein, either party may terminate this Agreement for hruuuh of
duty, obligation orwarranty upon exhaustion ufall remedies set forth in Section 29.
4.4 Quties 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 du10 oftoouina1ion and
Consultant shall continue to provide the City with yorviuuy requested by the City and in
accordance with this Agreement uptu the effective date oftermination. Upon tunninuiiun of
this Agreement for any reason, Consultant shall provide the City with copies of all completed
or partially completed documents prepared under this Agreement. |n the event Consultant has
received acuuym to City information or data as a requirement to perform yurviuoo hereunder,
Consultant shall return all City provided data to the City in a machine rcudah\u format or other
fonnu1 deemed acceptable tu the City.
5, DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's
services under this Agreement. |o the event that any conflicts of interest arise after the Effective Date uf
this Agreement,Consultant hereby agrees immediately tu make full disclosure tu the City in writing.
52 Confidential Information. Consultant, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City 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 inusecure
manner and shall not allow unauthorized users to access, modify, dc}oto or uthorvviyo corrupt City
|nfbnna1iun in any way. Consultant shall notify the City immediately if the security ur integrity ofany
City in(oonuhmn has been compromised or is believed to have been compromised, in which event,
Consultant sha\l, 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 tuprotect such information from further unauthorized disclosure.
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6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, 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 Contract at no additional cost to the
City. Consultant agrees that the City shall have access during nonnu| working hours toall 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 reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder u provision to
the effect that the subcontractor ugroca that the City ehu||, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine ut reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions rc|uiod 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 reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
|tie expressly understood and agreed thu1Consu|tur8ehu|\ opcokoueunindopondontcontrucor
as to all rights and privileges and work performed under this agreement, and not as agent, representative
or employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Consultant ehu|| have the exclusive right to control the details of its operations and
ucdvidoo and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Consultant acknowledges that the doctrine ofrospooueut
superior ehu|| 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 ehu|| be construed ue the creation ofu partnership or joint enterprise hotvvoen
City and Consultant. It is further understood that the City shall in no vvuy be considered uCo-omp\oyor
or u 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 bo entitled toany employment bcncfitsfrom the City. Consultant shall be responsible
and \iub\o for any and all payment and reporting of taxes on behalf ofitself, and any of its officers,
agents,servants, employees orsubcontractors.
0, LIABILITY AND INDEMNIFICATION.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AN0NO&kPE&kSONAL INJURY, INCLUDING
DEATH,TO ANY AND ALL PERSONS,OF ANY KIND O&kCHARACTER,WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMKSSION(S), MALFEASANCE ORINTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS,AGENTS, SERVANTS O&kEMPLOYEES.
B. INDEMNIFICATION ' CONSULTANT K8E&kEB1/ 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 CHARACTEI�, WHETHER REAL OR ASSERTED, FOR
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EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR 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 OR OMISSIONS 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.
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 of the Consultant under this Agreement prior to
the effective date of 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.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
51,000,000 Each Occurrence
51,000,000 Aggregate
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(b) Technology Liability(E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
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
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology EO. 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.
10.2 General Requirements
(a) The commercial general liability policy 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.
(c) 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.
(d) 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.
(e) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) 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 REi ULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
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ordinances,rules or regulations, Consultant shall immediately desist from and correct the violation.
12. NON- ISC I I NATION 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:
City of Fort Worth The Process Advisors
Attn: Susan Alanis,Assistant City Manager Attn: Michelle Smeller
1000 Throckmorton PO Box 7097
Fort Worth TX 76102-6311 Fort Worth TX 76111
Facsimile: (817)392-8654 Facsimile: (817)953-7046
With Copy to the City Attorney
At same address
1 . 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. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
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17. GOVERNING LAW/VENUE.
This Agreement ahu \ be construed in uoonrdonoe with the |uwa of the State of Texas. If any
action, whether real or asserted, at\ovv or in equity, is brought pursuant tnthis Agreement, venue for such
action yhoJ\ lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District nfTexas, Fort Worth Division.
18.
If any provision of this Agreement is held to be invalid, illegal or uncnboomoble, 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 nho|| exercise their beat efforts to meet their respective duties and
obligations as set forth in this Agreement, but aho}| not be held liable for any delay or omission in
perfbnnonce due to force mnjeureor other causes beyond their reasonable control, 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, ricks_ material or labor restrictions by any
goverrimental authority, transportation problems and/or any other similar causes.
20. READINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, ahu\| not be deemed o
port of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the nonnu| rules o[construction tothe effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement ur exhibits hereto.
22.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument,which is executed by an authorized representative of each party.
23, ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of 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 heroin. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision o[this Agreement.
24,
This Agreement may be executed in one nr more counterparts and each counterpart ehu\\, for all
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purposes, bedeemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTV OF SERVICES.
The Pnzoeaa Advisors ahu||, to the best of its ability, render the services uci forth in the
Statement of Work in a timely and professional manner consistent with generally accepted industry
standards. Client ahu|\ provide in a timely and professional manner, and at no onat 1n The Process
Advisors, assistance, cooperation, complete and accurate information and data, equipment, computer and
telecommunications facilities, programs, files, documentation, u suitable work environment, and other
resources requested by The Process Advisors to enable it to perform the Services (collectively,
"Assistance"). The Process Advisors shall not be liable for any deficiency in performing the Services if
such deficiency results from Client's failure tnprovide fb|| Assistance as required hereunder. Assistance
includes, but is not limited to, designating u project manager to interface with The Process Advisors
during the course ofthe Services.
26. MILESTONE ACCEPTANCE.
Consultant shall verify the quality of each deliverable before submitting itto the City for review
and approval. The City will review all deliverables to determine their acceptability and signify
acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit"C." If
the City rejects the submission, it will notify the Consultant in writing as soon as the de\ennino1ion is
made listing the specific reasons for rejection. The Consultant shall have ten (|0) days tn correct any
deficiencies and resubmit the corrected deliverable. Payment tothe Consultant shall not be authorized
unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be
unreasonably withheld.
27, IMMIGRATION NATIONALITV ACT.
The City of Fort Worth actively supports the Immigration & Nationality /\c1 (|NA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination.
Consultant shall verify the identity and employment eligibility nfall employees who perform work under
this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain
photocopies ofall supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies nfall |-g forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls sn that no services will be performed by any employee who is not legally eligible 1operform
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 1n violations of this provision. City shall have the right to immediately tenninuie this
Agreement for violations of this provision byConsultant.
28^ INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 42, 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 fio0 attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as anon as practicable after
discovering the claim,dispute, or breach. The notice shall state the nature of the dispute and list the party's
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specific reasons for such dispute. Within ten (|0) business days ofreceipt of the notice, both parties shall
commence the rcsoodum process and make u good faith effort, either through cmui mail, phone
conference, in person meetings, or other n:ueonuNc 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 Tunuot County, Texas, upon written consent of authorized
rcprcecnioiivce 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
uA7ccd to by the parties. Each party shall be /iub/c for its own cxpcnaca, 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, 1hco either party shall have the right 10 cscruiec any and all n:nncdice available
under |u* regarding the dispute. Notwithstanding the [au1 that the parties may be attempting to resolve u
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 /lgrccmcn/ not affected by the dispute.
Either party may, before or during the exercise of the inUonnu| dispute resolution process set forth herein,
apply to u court having jurisdiction for u temporary restraining order or preliminary injunction vvhcrc
such relief is necessary to protect its irkcrcs1e.
39.
For purposes mfthis section,the wordy below shall have the following meaning:
Child shall mean u person under the age of\Q years ufage.
Child pornography means an image of child engaging in sexual conduct or ecsuu| performance as
defined bv Section 4325of the Texas Penal Code.
Computer means an electronic, magnetic, optical, c|cu1nouhcmiuu|, 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,orcommunication facilities that are
connected or related io 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 mccie the definition of Computer Technician as defined herein, and while providing
services pursuant 10 this Agrccmcni, views an image on u computer that is or appears 10 be child
pornography, Consultant ehu|( immediately report the discovery mf the image to the City and to a local or
state law enforcement uQcnoy or the Cyber Tip Line at the National Ccoicr 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 n:eu|1 in criminal and/or civil penalties.
38. SIGNATURE AUTHORITV.
The person signing this agreement hereby warrants that he/she has the |c8u| authority 1nexecute
this agreement on behalf ofthe 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
umcndmeni(s) hcrcto, may be executed by any authorized representative o[Consultant whose name, title
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and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit '11)" 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.
IN
S WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this IlAaay
of6612� o/O
ACCEPTED AND AGREED:
CITY OF FORT WORTH: NAME OF CONSULTANT:
By:. By,
C arles Michelle Srneller
A'sis t City Daniels�a President,The Process Advisors
ssis,ant City Manager
Date: 490.
................ Date-
ATTEST: T
(P
By:
City Se
so 0 /-(
APPROVAL RECOMMENDED® saoaaa �
&-AS
B y:
Jerf
rey Wt
.
Chief of Police
Date:
..........
APPROVED 'TO FORM AND
LEGALITY,-
By:.............
an v
Jessi- Sangsvang
Assis .nt City Attorney
CONTRACT AUTHORIZATION:
M&C:
Date Approved: OF I RECORD
CITY SECRE
IT WORTH,TX
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EXHIBIT A
STATEMENT OF WORK
SERVICE DESCRIPTION:
Configure BTOSoftware(to begin within 60 days of execution ofcontract)
0 Based on BTO Program Chart to be completed by Victim's Assistance program
Gold Level Administration& Reporting
• Periodically audit the structure ofBT0ioensure it serves the intended purpose for
capturing and reporting data.
• Remain current with ETO features and functionalities and provide leadership with
information regarding which tools are a good fit for the organization. Social Solutions is
constantly working to improve all aspects of ETO. However, not all new features or
functionalities will have an immediate positive impact for your organization. Relevant new
features should bc evaluated during the periodic audit ofET0 noted above.
• Evaluate change requests against current configuration and provide cost/risk considerations
to leadership.
• Train new users on existing functionality.
• Train all users on specific functionality as need ed/ncqucstcd.
• Train users on changes occurring under 'Ensure Quality and Manage the Configuration'.
• Provide Subject Matter Expertise as needed concerning both existing and planned custom
reports.
• Configure advanced custom queries and advanced custom reports.
• Document and maintain custom queries and advanced custom reports.
ESTIMATED EFFORT
The following professional estimates are provided as are|iab|c guide and should in no way be considered
uAuarontcc of the amount of work necessary to be performed in order to fulfill client needs.
Discovery 12 hours
Blueprint 4 hours
Configuration= 16 hours
Demonstration=2hours
Post-Demo Modifications=2hours
Custom Reporting= |4hours
Staff Training~4hours
Gold Level Administration&.�ortift
4 hours monthly
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EXHIBIT B
PAYMENT SCHEDULE
Services will be performed on adme-and-materioJy basis at The Process Advisors then-current
fees and charges after year one. Accordingly, Client shall pay The Process Advisors for all time spent
performing the Services, plus the cost of any materials, taxes. travel, lodging, communications, shipping
charges and out-of-pocket expenses incurred by The Process Advisors in connection with providing the
Services. All such fees and costs will be invoiced monthly and will be payable within twenty (|4) days
of the date ofinvoice.
|n accordance with our firm policies, work may be suspended i{your account becomes overdue
and will not be resumed until your account is paid in full. Unless covered by a retainer, any invoice
unpaid over thirty (30) days from invoice date may be subject to aperiodic service ohor&c of |Q% APR
until such billings are paid in full, including assessed service charges. If we elect to terminate our
services for nonpayment or any reason, our engagement will be deemed to have been completed. You
will be obligated 1ocompensate us for all time expended and toreimburse us for all reasonable out-of-
pocket expenditures through the date oftermination.
The Process Advisors Houriv Fee Schedule
Social Solutions Certified Implementation Partner 2Q\4Rate S135/hour
City*f Fort Worth 2014 Discount*y$35/bomr Li 00NLO @r
n Professional Services Agreement Execution Copy July 10, 2014
City o,Fort Worth and Michelle Smeller,The Process Advisors
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EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone I Deliverable Ref.#:
Milestone I Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments (if needed)-
..............
.......... ........ ............-1-1............ .........
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
..........
Title: Title:
....................... ......
Date: Date:
............ ... ..... . .......__1.......... ..........................
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties'. .......................................
Approved Payment Amount: .......
....................... ............
IT Professional Services Agreement Execution Copy My 10,2014
City of Fort Worth and Michelie Smeller, The Process Advisors
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EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Michelle Smeller, d.b.a. The Process Advisors
Legal Address: PO Box 7057, Fort Worth, TX 76111
Services to be provided: Software Implementation &Support
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:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
' g4*' ,.�,�C „G..,^�...,.✓ � Wes'q' ,�1"�„ ��_,� '�...q,
Signature of President/CEO
Other Title:
Date:
IT Professional Services Agreement Execution Copy July 10, 2014
City of Fort Worth and Michelle Smeller,The Process Advisors
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