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HomeMy WebLinkAboutContract 45938 CffV SEC '�ADI CONTRAM,AM, a5q 3� 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 in Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Resource Data, Inc., (the"Consultant" or"Contractor"), an Alaska corporation and acting by and through Jim Rogers, its duly authorized President, 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—Network Access Agreement 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. The tern"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 to provide the City with professional consulting services for the purpose of developing a Github/Jekyll solution for content management. 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. rt This Agreement shall commence upon the date that both the City and Consultant have executed this MyAgreement ("Effective Date") and shall continue in full force and effect for 2 months ("Initial Term"), :;�F unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Tenn, rr? this Agreement may be renewed at the option of the City for 1 additional term of 1 year ("Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least 10 days prior to the end of the Initial Term. 00 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $10,500.00, unless additional authorization is agreed to in writing by both parties as an amendment to this Agreement, in accordance with the provisions of this Agreement, Exhibit "A" Statement of Work, and the Payment Schedule attached as Exhibit"B," which is incorporated for all purposes herein. Consultant shall not perform any additional Professional Services Agreement Execution Co� 915114 Resource Data,Inc. OFFICiAl RECORD 1 of 19 MT SECRETARY v Ud mmayng TA 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 such expenses are is agreed to in writing by both parties as an amendment to this Agreement. 4. TERMINATION. 4.1. 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 of termination. 4.2 Non-appropriation 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 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. 4.3 Breach. Subject to Section 29 herein, either party may terrinate this Agreement for breach of duty,obligation or warranty upon exhaustion of all remedies set forth in Section 29. 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 perforn services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. 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 infornation to a third party without the prior written Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 2of19 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 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 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 reasonable advance notice of 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, 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 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 reasonable notice of 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 and work perforined 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 shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of 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. Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 3of19 8. LIABILITY AND INDEMNIFICATION. 8.1 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 OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2 INDEMNIFICATION- CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) 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 OR OMISSIONS OR MALFEASANCE OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 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 Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 4of19 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 $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned (c) Worker's Compensation- Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) 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 Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 5of19 (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. 10.2 General Requirements. (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The tern City shall include its employees, officers,officials, agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. (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 REGULATIONS. Consultant agrees that in the perfornance 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, ordinances,rules or regulations,Consultant shall immediately desist from and correct the violation. Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 6of19 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 indernnify 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 Resource Data,Inc. Attn: Susan Alanis,Assistant City Manager Attn: Jim Rogers 1000 Throckmorton Address: 560 E. 34`11 Ave.,#100 Fort Worth TX 76102-6311 Anchorage,AK 99503 Facsimile: (817) 392-8654 Facsimile: 907-561-0159 With Copy to the City Attorney Email copies to: jrogers @resdat.com At same address and cc: loin @resdat.com 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.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 tern 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. Professional Services Agreement Execution CoPy 9 15114 Resource Data,Inc. 7of19 17. GOVERNING LAW/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 pursuant to 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, including,but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part 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 nonnal 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,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 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. Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 8of19 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-perforrn 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 detennine their acceptability and signify acceptance by execution of the Milestone Acceptance Fonn,which is attached hereto as Exhibit"C."If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. NETWORK ACCESS. 27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section"Consultant Personnel"),requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"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 perfonn work under this Agreement. Consultant shall complete the Employment Eligibility Verification Fonn (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who perforns 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 Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 9of19 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. 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 Professional Services Agreement Execution CoPy 915114 Resource Data,Inc. 10 of 19 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. L IN SS EREOF, the parties hereto have executed this Agreement in multiples this/ -' -6a5" of ACCEPTED AND AGREED: CITY OF FORT WORTH: RESOURCE DATA,INC.: By: �— S�san Alanis By: Assistant City Manager N me• iin o Title Pres' e Date: ("1 ( � �'� Date: o ATTE o °°°°° r � � R � ( , °p000 ATTEST: B g� M . Kay g $,� � /� Ci Secretary ao 0 By: ��° 00000, 0000oo° rEXA's APPROVED AS TO FORM AN LEGALITY: By: Jes 'ca San sva g Ass' tant City Attorney CONTRACT AUTHORI7 g1,TION: M&C: Date Approved: FW CIAL RECORD SECRETARY WORTH, TX Professional Services Agreement — /S 4 Resou rce Data,Inc. 11 of 19 EXHIBIT A STATEMENT OF WORK Provide services per the August 28,2014 Proposal below: August 28,2014 Brian Chatman !+ Web Content Strategist Communications&Public Engagement City of Fort Worth Anchorage 560 E 34th Ave:`100 1000 Throckmorton Anchorage,AK 99503 Fort Worth,TX 76102 (907)563.8100 Boise Re:Quote for Github/Jek It Project 145©s Eagle Flight way#150 Y Boise,ID 83709 (208)424-2203 Dear Mr.Chatman Fairbanks 100 Cushman St#402 Thank you for giving RBI the opportunity to respond to another quote for the Fairbanks.AK 99701 City of Fort Worth.We are excited about working with your team on these (907)452.7341 great open source projects. Houston 11200 Westheimer ltd#'300 Houston,- 7704Z The followin g quote to develop a Gthub/Je ky Il solution for content (73)468-3 785 management has been calculated using the same simplified agile Juneau methodology recently used to estimate the development of your Community 431 t1 Franklin St 41401 Calendar solution.The key components of this quote are (907)5, 99adt y po � (907)586--66831 • A preliminary list of functionality to be developed("user stories') Minneapolis 901 H 3rd St X350 • An estimated level of effort for each story("story paints") Minneapotis,MH 55401 (612)886-1436.. In order to estimate the total time and cost of the project,we have assumed Portland that each story point will require approximately 15 hours of work.We have 434 NW 6th Ave 004 Portland,OR 97209 applied a blended rate of$100 11hour to this estimate based on the staff (503)208.3693 proposed for the project.' www.resdat.com The following table provides a time and materials cost estimate based on our current understanding of the project.This estimate can be adjusted by adding or removing user stories. ' Note that for most projects,RDI estimates 20 hours per story point,which is the result of numerous real-life projects that have been completed using an agile methodology that assigns st ry point values to user stories.However,much of the configuration required to create the Github/Jekyl solution is standard Github configuration that we normally distribute across story points as overhe 3d.Additionally, most of the desired functionality is provided by the latest version of Jekyll out of the bo .As a result,we have reduced the estimated number of hours per story point:in this quote to 15. Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 11 of 19 rstole for GiihuWJc kyll Prf,Oct We propose to perform all work on a time and materials basis.The City will be billed only for actual hours worked.As a result,total costs could be higher or lower than the estimates provided below. Table 1:User Stories,Story Points,and Estimated Cost s i _ 1 Contributors can push contributions to GitHub and the continuous integration(CI)process will ha ndle 1 1 15 j $1,500 1 l deployment appropriately so that content updates are 4 easy. Contributors can contribute SASS and JavaScript F content and the content will automatically be i 2 processed appropriately so that contributors can focus 1 15 $1,500 j on producing content and not be bothered with i manually processIng/deployment tasks. Contributors can choose to receive notifications when I 1 ( 15 $1,500 the Cl process fails so that they can attend to lssues. 1 I Contributors can learn templates,metadata, ` 4 processes;and workflows of the system so that it's 1 15 $1,5QQ easy for newcomers to become contributors. i Contributors can set an expiration dat e an content 5 (using front matter)so that state content is 1 15 $1,500 (, i automatically removed from the site. i Contributors can set up templates to display content i based on data values(using front matter)so that i i content will be displayed on the appropriate pages i 6 (e.g.checking the"close date"in a purchasing post to 1 1 $1,500 I 9 determine if it should be on an"open"or"closed"bid - E 3 t i page)' Contributors can set up content to be sorted based on 7 " data(front matter)so that content doesn't need to be 1 ( 15 $1,500 sorted by hand. € 3 Total j 7 105 _ $10500 j 2 Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 12 of 19 Quote for Gitl3Ub/Jekyll Project Estimates are calculated based on the following rates: Table 2:Rdl Rates Used for Estimate ; Greg Scott Teohnicai i:ead _ X120 I Richard Grayss PragrammerlAnalyst � $85 Please do not hesitate to contact me with any questions at(907)770.4134 or via email at howard(rbre sdat.com. Sincerely, t' \ Howard Earl Director of Safes and Marketing Resource Data,Inc. 3 Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 13 of 19 EXHIBIT B PAYMENT SCHEDULE • Consultant services for this project will be on a time and materials basis not to exceed$10,500.00. It is understood and agreed by the City and the Consultant that when a project is based on time and expenses with a not to exceed maximum,all work on the project will cease when the not to exceed maximum is reached, regardless of whether the deliverables have been met and completed.Work will reconvene when client approves additional budget pursuant to the Agreement. • Hourly rates for other staff will be based on Consultant standard rates in effect during the month work is performed. Examples of current rates are: POSITION RATE $/HR Sr.Project Manager/Sr.Analyst $135 Sr.Business Analyst II $120 Technical Lead $120 Project Manager/Sr.Analyst $120 Project Manager/Sr.Designer $120 Project Manager/Analyst $100 Sr.Business Analyst $100 Sr.Programmer/Analyst $100 Business Analyst $85 Programmer/Analyst $85 Technical Writer $65 • Consultant will invoice once a month based on work performed in previous month. • Consultant will be reimbursed for all non-labor expenses, excluding Program Products, associated with this project at cost plus 15%. (Copies of receipts or other expense documentation will be provided). • Program Products will be billed as quoted in proposal or, if not quoted in the proposal, based on current vendor pricing. • Payment terms are net 30. Payments will be made via ACH deposit per instructions below unless other arrangements are made with the Consultant's accounting department. Late payments will accrue interest after 30 days at the lesser of 1.5%per month or the maximum amount allowed by law. Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 14 of 19 Direct Deposit Authorization Client Payments to Resource Data, Inc. (RDI) I(we)hereby authorize our Client,City of Fort Worth,to do direct deposit on any amounts owed to RDI. Funds should be deposited to our account as shown below. Company Name: Resource Data,Inc. Company Address: 560 East 34'11 Avenue,Suite 100 Anchorage,AK 99503 Company Contact: Lois Hansen payments @resdat.com 907-563-8100 Bank Name: Northrim Bank Bank Address: Midtown Financial Center 3111 C Street Anchorage,AK 99503 907-562-0062 Bank Contact: Kimberly Farrell Brewington Vice President Commercial Cash Management 907-261-3395 brewington.kimberly@nrim.com Transit/Routing/ABA No.: 125200934 Account No.: 107029480 Deposit in: Checking Account Please reference invoice # being paid on direct deposit entry. Any remittance advices should be emailed to payntentskresdat.com. If you have your own form that we need to complete,please send it to RDI at paaymentskresdat.com. RDI Voided Check: S RESOURCE DATA INC. 16781 i WY/W.RESDAT.COM iwry�b3atw rssz,nr �ar_3srUa�•�r�€,swr€icu rararoRaae,nx cssoa J$ Northrim ea sa❑l6?8lea r:125260g34N0 30 76 24480a' Professional services Agreement Execution Copy 915114 Resource Data,Inc. 15 of 19 EXHIBIT C NETWORK ACCESS AGREEMENT 1. The Network, The City owns and operates a computing environment an/netw collectively the "Net work"). Contractor wishes to access the City's network in order to dithub/Jekyll solution for content management. In order to provide the necessary support, Cods access to 2. Grant of Limited Access. Contractor is hereby granted a lirnite right of access to the City's Network for the sole purpose of developing a Github/Jekyll solution or content management. Such access is granted subject to the terns and conditions forth in this Agr ment and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communicat' ns Resource Use Policy), of which such applicable provisions are hereby incorporated by reference a d made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Cont ctor with Network Credentials consisting of user IDs and passwords unique to each individual requir' g Network access on behalf of the Contractor. Access rights will automatically expire one (1) year in the date of this Agreement. If this access is being granted for purposes of completing services f the City pursuant to a separate contract, then this Agreement will expire at the completion f t e co acted services, or upon tennination of the contracted services,whichever occurs first. This e men will be associated with the Services designated below. ❑ Services are being provided a co• ance with City Secretary Contract No. ❑ Services are being provided ac rdance with City of Fort Worth Purchase Order No. ❑ Services are being provided 'n cordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provi d pursuant to this Agreement. 4. Renewal. At the end o the first year and each year thereafter, this Agreement may be renewed annually if the following cond' ions are met: 4.1 Contracte services have not been completed. 4.2 Contrac d services have not been terminated. 4.3 Withi the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contrac r has provided the City with a current list of its officers, agents, servants, employee or representatives requiring Network credentials. Notwithstandi the scheduled contract expiration or the status of completion of services, Contractor shall provid the City with a current list of officers, agents, servants, employees or representatives that require Ne ork credentials on an annual basis. Failure to adhere to this requirement may result in denial of access o 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 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 Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 16 of 19 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 Ci 's Network: (a) Contractor shall be responsible for any City-owned equipment assig d to Contractor Personnel,and will immediately report the loss or theft of such equip ent to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from nnecting personally- owned computer equipment to the City's Network (c) Contractor Personnel shall protect City-issued passwords and hall not allow any third party to utilize their password and/or user ID to gain access t the City's Network (d) Contractor Personnel shall not engage in prohibited or i ppropriate use of Electronic Communications Resources as described in the City's A inistrative Regulation D7 (e) Any document created by Contractor Personnel in a cordance with this Agreement is considered the property of the City and is subject to plicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplica electronic information for use on any non-City computer except as necessary to provi e services pursuant to this Agreement (g) All network activity may be monitored fora 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 acc ss 6. Termination. In addition to the other ri is of termination set forth herein, the City may terminate this Agreement at any time and for any eason with or without notice, and without penalty to the City. Upon termination of this Agreemen , Contractor agrees to remove entirely any client or communications software provided by the Ci from all computing equipment used and owned by the Contractor,its officers, agents,servants,em p yees and/or representatives to access the City's Network. 7. Information Security. Contrac r agrees to make every reasonable effort in accordance with accepted security practices to protect e Network credentials and access methods provided by the City from unauthorized disclosure and us . Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach whic could compromise the integrity of the City's Network, including but not limited to, theft of Contr ctor-owned equipment that contains City-provided access software, terrination or resignation of o rcers, agents, servants, employees or representatives with access to City- provided Network credential , and unauthorized use or sharing of Network credentials. ACCEPTED AND AG ED: CITY OF FORT W TH: RESOURCE DATA,INC.: By: By: Susan Alan' Jim Rogers Assistant ity Manager President Date: Date: ATTE ATTEST: Professional Services Agreement Execution Copp 9 15114 Resource Data,Inc. 17 of 19 By: By: City Secretary Name: Title: APPROVED AS TO FORM AND LEGALITY: By: Jessica Sangsvang Assistant City Attorney M&C: none required Professional services Agreement Execution Copy 915114 Resource Data,Inc. 18 of 19 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Legal Address: Services to be provided: Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10)business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Jim Rogers Position: Presid t L F��' Signature 2. Name: Lois Hanse Positio : Director of Business Administration Signature G 3. Name: Position: Signature Name: V Signature of PX- C ent/C Other Title: s I awlcl Date: Professional Services Agreement Execution Copy 915114 Resource Data,Inc. 19 of 19