HomeMy WebLinkAboutContract 32063 CITY SECRETARY
CONTRACT NO.
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 Marc Ott, its duly authorized Assistant City Manager,
and EMA, INC. ("Consultant"), a Minnesota Corporation.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with technical staff augmentation
services. Attached hereto and incorporated for all purposes incident to this Agreement
is Exhibit A describing the scope of work.
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 until terminated in accordance with the provisions of this Agreement or when the
City provides Consultant with written notice that Consultant has fulfilled its obligations
under this Agreement and that Consultant's services are no longer required.
3. COMPENSATION.
The City shall pay Consultant an hourly amount not to exceed $260.00 (after
hours) and $225.00 (standard) per hour in accordance with the provisions of this
Agreement and based on services rendered, as set forth in Exhibit "B," which is
attached hereto and incorporated for all purposes incident to the Agreement. Rates are
guaranteed for 12 months after the initial execution date of this contract and are
guaranteed not to increase by more than 5% annually thereafter. 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.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for
any reason by its providing the other party with 30 days' written notice of
termination.
4.2 Non-appropriation of Funds.
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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 shall be appropriated.
4.3 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 as of 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.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
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 and proposed services with respect to the Scope of Services. 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.
Consultant, for itself and its officers, agents and employees, further 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.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after
final payment under this contract, 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. 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, 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
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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 granted herein, and not as agent,
representative or employee of the City. Subject to and in accordance with the
conditions and provisions of this Agreement, Consultant shall have the exclusive right
to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior
shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors.
Consultant further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
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.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS 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, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, 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.
CONSULTANT SHALL NOT BE LIABLE FOR DEFECTS OR DAMAGE TO
THE CITY SYSTEM CAUSED BY INHERENT DEFECTS WITHIN THE PATCHES
PROVIDED BY MRO SOFTWARE, INC.
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
such consent, the assignee or subcontractor shall execute a written agreement with the
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City under which the assignee or subcontractor agrees to be bound by the duties and
obligations of Consultant under this Agreement.
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
Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
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
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
10.2 Certificates.
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. All policies shall be endorsed to
name the City as an additional insured thereon, as its interests may appear. The
term City shall include its employees, officers, officials, agent, and volunteers in
respect to the contracted services. Any failure on the part of the City to request
required insurance documentation shall not constitute a waiver of the insurance
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requirement. 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. Such terms shall be
endorsed onto Consultant's insurance policies. 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.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of
such laws, ordinances, rules or regulations, Consultant shall immediately desist from
and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the
performance of Consultant's duties and obligations hereunder, it shall not discriminate
in the treatment or employment of any individual or group of individuals on any basis
prohibited by law. If any claim arises from an alleged violation of this non-discrimination
covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other
party, its agents, employees, servants or representatives, (2) delivered by facsimile
with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
City of Fort Worth EMA, Inc.
1000 Throckmorton 1970 Oakcrest Avenue, Suite 100
Fort Worth TX 76102-6311 St. Paul, MN 55113-2624
Facsimile: (817) 871-8654 Facsimile: (651) 639-5730
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and
additionally 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
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consent of the person's employer.
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. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the
State of Texas. if any action, whether real or asserted, at law or in equity, is brought on
the basis of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any
delay or omission in performance due to force majeure or other causes beyond their
reasonable control (force majeure), including, but not limited to, compliance with any
government law, ordinance or regulation, acts of God, acts of the public enemy, fires,
strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
21. ENTIRETY OF AGREEMENT.
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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.
IN WITNESS WHER ,i the parties hereto have executed this Agreement in
multiples this M day of ) 2005.
CITY OF FORT WORTH: EMA, INC.:
By: -aA By: a y
Marc Ott Nancy B. Lerner
Assistant City Manager Vice President
APPROVED A TO FORM AND LEGALITY:
Assistant Cit Attorney
Attested By:
A 2/ alt7
Di rty Hendrix
City Secretary
::ontract Authoriz5tioa
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EXHIBIT A
Scope of Services for Technical Staff Augmentation
EMA proposes to support the City's production applications and associated interfaces
on a time and materials basis. EMA's standard rates will apply for all planned and
scheduled service activities. For those issues identified by the City as having an urgent
or significant priority classification with an expedited response time, EMA will invoice
using the premium rate schedule, which is set at 30% above the standard rates.
EMA will provide the following technical staff augmentation services:
• MAXIMO Maintenance Management System (v5.2)
i. System Troubleshooting
ii. Performance Tuning/Capacity Planning
iii. Application Configuration
iv. Automated Testing Support
V. Report Development
vi. Install Application Updates and Maintenance Packs
vii. Technical Staff Training
• Database Services
• Data Warehouse Services
• Network Services
• Web Design Services
• Documentation Services
EMA will provide phone, email, remotely connected, or on-site support as appropriate
for the City's applications and related interfaces. Unless otherwise notified, the
following City staff members are authorized to initiate a support call:
• Leah Salter
• Norma Davis
• Jim Fraser
• Randy Rinon
• Raj Vattakunnel
The City will notify EMA in writing in the event there are any changes to this listing.
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EMA designates Melissa Ekmark to be the point of contact for all work requested to be
performed under this contract. The preferred contact method is email, with cell phone
contact utilized after hours only if the issue is classified as Urgent or Significant. If
Melissa will be unavailable due to a leave of absence or extended travel, a temporary
contact person will be agreed to between the City of Fort Worth Water Department and
EMA.
PRIORITY CLASSIFICATIONS
Production related issues will be classified according to the severity. The City will
provide EMA with the priority classification at the time of contact with EMA staff. If
multiple issues are opened, EMA will work the issues assigned a priority of Urgent or
Significant first before continuing work on planned tasks. The severity classifications
are as follows:
PRIORITY DESCRIPTION RESPONSE GOAL*
CLASSIFICATION
Urgent Problem prevents proper Call back and direct resources
system functioning and within 4 hours. Premium rates
impacts many or all users. apply.
Ex. is a system or server
outage
Significant A subset of users or an Call back and direct resources
individual is unable to within next business day.
perform full system Premium rates apply.
responsibilities.
Planned Reaction to User is able to continue Issue acknowledged within next
Problem working; however, business day, response
components of the planned and scheduled with
application are not City IT staff. Standard rates
functioning appropriately. apply.
Response can be
planned.
Planned System No problem, system will Enhancement request
Enhancement be enhanced with new acknowledged within two
functionality. business days, response
planned and scheduled with
City IT staff. Standard rates
apply.
* EMA's goal is to resolve Urgent and Significant issues as quickly and efficiently
as possible. Initial response will be within the time identified to mitigate the
problem and restore system usage with a goal of converting the issue to a
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planned response as quickly as possible. Actual time to correct the problem
will vary based on the nature and severity of the issue. We will work jointly with
City staff on all issues/enhancements to foster self-sufficiency such that
augmentation services will not be required if the same problem is reported in
the future.
HOURS OF SUPPORT
If the call is classified as Urgent and the problem has been acknowledged by EMA,
EMA will work after business hours to resolve the problem and restore the production
systems as may be appropriate. The support hours for calls classified other than
Urgent will be limited to 7:00 a.m. to 5:00 p.m. Central time.
STATUS REPORTING AND QUALITY ASSURANCE
EMA will identify each issue with a brief description and assign it an issue number. The
description and issue number will be used to reference the issue and to report on the
status of the issue.
When EMA has tested a system fix or enhancement, we will contact the initial requestor
for testing. Once tested, the City will contact the one or more of the impacted users and
ask that they test the system fix or enhancement. At the successful conclusion of these
three tests an issue/enhancement will be considered closed and the fix or enhancement
will be implemented into the production system. Additional testing may be agreed to
between EMA and the City depending on the nature of the system fix or enhancement.
This testing will be planned and scheduled jointly by EMA and City IT staff.
If training is required, the training will be planned and scheduled jointly by EMA and City
IT Staff. EMA encourages the use of the "Train the Trainer" approach to provide
knowledge transfer to City IT staff and enable them to provide refresher training on the
enhancement as needed in the future.
EMA will provide the customer with a monthly summary report. The report will include all
issues logged by the customer, number of issues closed and the number of issues that
remain open. Issues will also be categorized by type such as database, application,
system, networking, telecommunication, web design/development, and training.
CITY OF FORT WORTH WATER DEPARTMENT RESPONSIBILITY
EMA acknowledges that the City has an annual maintenance agreement with the
vendor of the MMS product, MRO. MRO offers 24x7 support of the system and will be
able to resolve the majority of after-hours system outages. This annual contract has
already been paid for by the City of Fort Worth Water Department and thus it is the most
cost effective solution to utilize this support methodology first prior to contacting EMA
and being charged the premium rates.
EMA is committed to providing the most cost effective solutions to the City of Fort Worth
Water Department and thus we will verbally confirm with the authorized requester that
the City has utilized MRO support prior to beginning any premium rate work on the
system fix.
Before contacting EMA, the City agrees to gather as much information as possible to
assist with the troubleshooting. The more information provided, the more quickly EMA
will be able to resolve the issue. As a minimum, EMA should be provided the following
information:
1. Is this a recurring problem; can it be consistently duplicated?
2. In what application(s) does the problem occur?
3. What specific function is being performed when the problem occurs?
4. What is the username of the affected individual?
5. What record is active when the problem occurs? (Provide work order number,
PO number, equipment ID, etc.)
6. What error message was received? (Include the message text or a screen
capture if possible.)
Once a call has been placed to EMA, EMA staff may request additional information for
clarification. When the issue is resolved, EMA will notify the designated City staff of the
closed status.
TERMS OF SUPPORT
This proposal will be billed at actual time and materials rendered.
The City of Fort Worth will be invoiced for actual expenses incurred by EMA consultants
for tasks that require on-site time.
The scope of this project does not include the purchase of any software or hardware.
The payment amount authorized by this agreement represents a Not-to-Exceed amount
for actual services provided by EMA as described in this agreement and does not
represent a fee or cost for entry into this agreement.
EMA reserves the right to utilize qualified sub-contractors to meet the agreed to
response times if EMA resources are unavailable. All sub-contractors shall be subject to
i
the terms and conditions set forth in Section 9 of the "Professional Services
Agreement."
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EXHIBIT "B"
Price Schedule
The following Hourly Labor Rates will apply to the Technical Staff Augmentation Services:
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Position HourlyRate/After
Hours Rate
MRO Maximo MMS Program Manager $200.00/$260.00
MRO Maximo MMS Application Administrator $165.00/$214.50
MRO Maximo MMS Application Architect $165.00/$214.50
MRO Maximo MMS Lead/Senior Business Data Analyst $185.00/NA
MRO Maximo MMS Lead/Senior Integration Specialist/Prog Specialist/Prorammer $165.00/$214.50
SQL Server Database Administrator $165.00/$214.50
SQL Server Data Warehouse Specialist $165.00/$214.50
Lead/Senior Network Administrator $165.00/$214.50
Data Network Architect $165.00/$214.50
Macromedia Senior Graphic Designer $150.00/$195.00
Senior Documentation Specialist $80.00/NA
Vice President/Princi pal In Charge $225.00/NA
Rates are guaranteed for 12 months after the initial execution date of this contract and
are guaranteed not to increase by more than 5% annually thereafter.
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/17/2005
DATE: Tuesday, May 17, 2005
LOG NAME: 13P05-0115 REFERENCE NO.: **P-10153
SUBJECT:
Authorize a Purchase Agreement with EMA Inc., Vivare Inc. and IBM Corporation to Support the
Water Department's Information Systems
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a purchase agreement with EMA Inc., Vivare Inc. and IBM Corporation to support the Water
Department's Information Systems; and
2. Authorize this agreement to begin May 18, 2005 and expire May 17, 2006, with options to renew for
two additional one-year periods.
DISCUSSION:
On August 12, 2003, (M&C C-19708) the City Council authorized the Water Department to implement a
series of strategic information technology systems. The implementation includes: the migration of paper-
based water and sewer data into the City's Geographic Information System. The implementation of a
Customer Relationship Management System to support customer service and billing operations and the
implementation of a Maintenance Management System that will help manage the life-cycle costs of the
Water Department's assets. The rollout of the first phase of the Customer Relationship Management and
Maintenance Management Systems is scheduled for June 2005. In lieu of hiring additional information
technology staff to support every function of the new systems, the Water Department has elected to
augment its internal IT staff with companies having established success supporting the aforementioned
systems. Task Orders will be issued to one or more of the vendors when their services are required. The
total expense to all three vendors will not exceed $200,000.00
BID ADVERTISEMENT - EMA Inc, IBM Corporation and Vivare Inc. are designated as Catalogue
Information Systems Vendors by the State of Texas. Under Section 271.083(c) of the Texas Local
Government Code. A local government satisfies otherwise applicable bidding requirements when it makes a
purchase through the Texas Building and Procurement Commission catalogue purchasing procedure. The
City will comply with that procedure for the purchase agreement authorized under this Mayor and Council
Communication.
BID TABULATION - See attachment.
M/WBE -A waiver of the goal for M/WBE subcontracting requirements is not required when making a
purchase from a Cooperative Purchasing Program.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 6/30/2005
Page 2 of 2
RENEWAL OPTIONS -
This agreement may be renewed for up to two successive one-year terms at the City's option. This action
does not require specific City Council approval provided that the City Council has appropriated sufficient
funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available, as appropriated, in the current operating budget of
the Water and Sewer Fund.
BQN\05-0115\VVW
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office[_ Richard Zavala (Acting) (6183)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 6/30/2005