HomeMy WebLinkAboutContract 49118 City Secretary Contract No.
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�`9 S b E Z �a PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into
by and between the CITY OF FORT WORTH (the "City" or "Client'), a home-rule municipal
corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and
through its duly authorized Assistant City Manager, and INTUITIVE MUNICIPAL SOLUTIONS,
LLC ("Consultant'), a California Limited Liability Corporation, and acting by and through Vance
Bradshaw its duly authorized President. City and Consultant are each individually referred to herein as a
"party" and collectively referred to as the"parties."The term "Consultant' shall include the Consultant,
its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall
include its officers,employees, agents, and representatives.
CONTRACT DOCUMENTS: OFFICIAL RECORD
The Contract documents shall include the following: CITY SECRETARY
1. This Agreement for Professional Services FT.WORTH,TX
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement or
3. Exhibit B—Payment Schedule
4. Exhibit C—Milestone Acceptance Form
5. Exhibit D—Network Access Agreement
6. Exhibit E—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 term "Consultant'or"Contractor"shall include the Consultant or Contractor, and its officers, agents,
employees,representatives, servants, contractors or subcontractors.
The term"City"shall include its officers,employees,agents, and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services for specific description of services. Specifically,Consultant will perform all duties outlined
and described in the Statement Of Work,which is attached hereto as Exhibit"A"and incorporated herein for
all purposes, and further referred to herein as the "Services." Consultant shall perform the Services in
accordance with standards in the industry for the same or similar services. In addition, Consultant shall
perform the Services in accordance with all applicable federal, state, and local laws,rules, and regulations. If
there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall
control.
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2. Term.
This Agreement shall commence upon May 30,2017("Effective Date")and shall expire no later
than December 31, 2017("Expiration Date"), unless terminated earlier in accordance with the provisions
of this Agreement or otherwise extended by the parties. This Agreement may be renewed for number of
renewals at the City's option, each a "Renewal Term." 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. Compensation.
The City shall pay Consultant an amount not to exceed $16,000.00 in accordance with the
provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and
incorporated herein for all purposes. Consultant shall not perform any additional services for the City not
specified by this Agreement unless the City requests and approves in writing the additional costs for such
services. The City shall not be liable for any additional expenses of Consultant not specified by this
Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of
Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest on late
payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination.
4.2 Breach.If either party commits a material breach of this Agreement,the non-breaching Party must
give written notice to the breaching party that describes the breach in reasonable detail. The breaching
party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or
other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated
period of time,the non-breaching party may, in its sole discretion,and without prejudice to any other right
under this Agreement,law,or equity, immediately terminate this Agreement by giving written notice to the
breaching party.
4.3 Fiscal Funding Out. In the event no funds or insufficient fiends are appropriated by the City in any
fiscal period for any payments due hereunder, the City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which finds have been appropriated.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Consultant for services actually rendered up to
the effective date of termination and Consultant shall continue to provide the City with services requested
by the City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Consultant shall provide the City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Consultant has
received access to City information or data as a requirement to perform services hereunder, Consultant
shall return all City provided data to the City in a machine readable format or other format deemed
acceptable to the City.
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5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full
disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under
this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials,
or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under
this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,
materials, or methodologies unless the parties have executed a separate written agreement with respect
thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all
information provided to it by the City("City Information")as confidential and shall not disclose any such
information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in
any way. Consultant shall notify the City immediately if the security or integrity of any City information
has been compromised or is believed to have been compromised, in which event, Consultant shall, in
good faith, use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this Agreement, have access to and the right to examine at reasonable times any directly pertinent
books,documents,papers and records of the Consultant involving transactions relating to this Agreement
at no additional cost to the City. Consultant agrees that the City shall have access during normal working
hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this section. The City shall give Consultant
not less than 10 days written notice of any intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days
written notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor
as to all rights and privileges granted herein, and not as agent, representative or employee of the City.
Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall 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,
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agents, servants and employees,and Consultant,its officers,agents,employees,servants,contractors and
subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Consultant. . It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants,
employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants,
employees or subcontractors of Consultant shall be entitled to any employment benefits from the City.
Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself, and any of its officers, agents, servants,employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A.LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS,AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Consultant warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs,
documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C
each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not
infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any
intellectual property rights or other third party proprietary rights, in the performance of services
under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of,or in any way connected with providing the services,or the City's continued use of the
Deliverable(s) hereunder.
(iii) Consultant agrees to indemnify,defend,settle,or pay,at its own cost and expense,including the
payment of attorney's fees, any claim or action against the City for infringement of any patent,
copyright, trade mark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify,defend,settle or pay shall not apply if the City modifies
or misuses the Deliverable(s). So long as Consultant bears the cost and expense of payment for claims
or actions against the City pursuant to this section 8, Consultant shall have the right to conduct the
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defense of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any and all
such settlement,negotiations,or lawsuit as necessary to protect the City's interest,and City agrees to
cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against the City for
infringement arising under this Agreement,the City shall have the sole right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however,Consultant shall fully participate and cooperate with the City
in defense of such claim or action. City agrees to give Consultant timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, the City's assumption of payment of costs or expenses shall not eliminate Consultant's
duty to indemnify the City under this Agreement.If the Deliverable(s),or any part thereof,is held to
infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,
such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole
remedy,either: (a) procure for City the right to continue to use the Deliverable(s); or(b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not materially
adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)
with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Consultant, terminate this Agreement, and refund all amounts paid to Consultant by the City,
subsequent to which termination City may seek any and all remedies available to City under law.
CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE
INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT.
9. AssiLynment and Subcontracting.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement.The Consultant and
Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment.If the City
grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant
referencing this Agreement under which the subcontractor shall agree to be bound by the duties and
obligations of the Consultant under this Agreement as such duties and obligations may apply. The
Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do
business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and
shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned,non-owned, or hired vehicles, with a combined limit of not less than
$1,000,000 per occurrence.
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3. Professional Liability(Errors&Omissions) in the amount of$1,000,000 per claim and$1,000,000
aggregate limit.
4. Statutory Workers'Compensation and Employers'Liability Insurance requirements per the amount
required by statute.
5. Technology Liability(Errors&Omissions)
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and
shall include coverage for personal and advertising injury.The umbrella policy shall cover amounts
for any claims not covered by the primary Technology Liability policy. Defense costs shall be
outside the limits of liability.
(a) Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii)Implantation of malicious code or computer virus
(iv)Fraud,Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indemnification and legal defense of any
claims of intellectual property infringement, including infringement of patent, copyright,
trade mark or trade secret, brought against the City for use of Deliverables, Software or
Services provided by Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability(CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all
other requirements.Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will
be the sole responsibility of the Consultant 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 Agreement. 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, or a full copy of the policy if requested, shall be submitted to the
City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its interests may
appear. The term City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102,with copies to the City Attorney at the same address.
4. The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
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Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required,written approval of Risk Management is required.
5. Any failure on the part of the City to request required insurance documentation shall not constitute
a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to and approved by the City's Risk Management Division prior to execution of this
Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations.
Consultant agrees to comply with all applicable federal,state and local laws,ordinances,rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances,rules or regulations,
Consultant shall immediately desist from and correct the violation.
12. Non-Discrimination Covenant.
Consultant,for itself,its personal representatives,assigns,subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination
covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest,
Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless
from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered,return receipt requested, addressed as follows:
TO THE CITY:
City of Fort Worth With Copy to the City Attorney
Attn:Assistant City Manager at same address
200 Texas Street
Fort Worth TX 76102
Facsimile: (817)392-xxxx
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TO CONSULTANT:
Intuitive Municipal Solutions,LLC
Attn: Vance Bradshaw
1131 Elm Tree Lan
San Marcos, CA 92069
14. Solicitation of Employees.
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
Agreement, without the prior written consent of the person's employer. This provision shall not apply to
an employee who responds to a general solicitation or advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted,at law or in equity, is brought on the basis of this Agreement,venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. Severabilitv.
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.
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20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed
a part of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement and that the
normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument, and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein
by reference, contains the entire understanding and agreement between the City and Consultant, their
assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral
or written agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement.
24. Counterparts.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.An executed Agreement, modification, amendment, or separate signature page shall constitute
a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of
the document by any party. Duplicates are valid and binding even if an original paper document bearing
each party's original signature is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) days from the date that the services are completed. In such event, at Consultant's option, Consultant
shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or(b)refund the fees paid by the City to Consultant for the nonconforming services.
26. Milestone Acceptance.
Consultant shall verify the quality of each deliverable before submitting it to the City for review
and approval. The City will review all deliverables to determine their acceptability 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 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
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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 "D" 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"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is
governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the
purpose of providing services for the administration of criminal justice as defined therein on behalf of the
City or the Fort Worth Police Department,under this Agreement,Consultant shall comply with the Criminal
Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute
the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.No changes,
modifications,alterations,or amendments shall be made to the Security Addendum.The document must be
executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney
General.
28. Immigration Nationality Act.
The City of Fort Worth actively supports the Immigration&Nationality Act(INA)which includes
provisions addressing employment eligibility,employment verification,and nondiscrimination. Consultant
shall verify the identity and employment eligibility of all employees who perform work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures and
controls so that no services will be performed by any employee who is not legally eligible to perform such
services. Consultant shall provide City with a certification letter that it has complied with the verification
requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities
due to violations of this provision. City shall have the right to immediately terminate this Agreement for
violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute,or other matter in question for breach of duty,obligations,services rendered or any warranty that arises
under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process.
The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,
dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such
dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution
process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other
reasonable means to resolve any claim, dispute,breach or other matter in question that may arise out of, or in
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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 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 "E" and
incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations
in entering into this Agreement or any amendment hereto.
INTUITIVE MUNICIPAL SOLUTIONS,LLC
Professional Services Agreement-Technology
Page 11 of Rev. 1/2017
City Secretary Contract No.
32. Survival of Provisions.
The parties'duties and obligations pursuant to Section 4.4(Duties and Obligations), 5 (Disclosure
of Conflicts and Confidential Information), Section 6(Right to Audit), and Section 8 (Liability and
Indemnification) shall survive termination of this Agreement.
Executed in multiples this the / da of 20
p Y
AGREED: AGREED:
CITY OF FORT WORTH: INTUITIVE MUNICIPAL
SOLUTIO S,LLC:
B By:
AC Na e 50-_., v, A l c, h 1 s Authorized Signatory
Assis City Manager President
Date: C(.,)I l Date: SAS/2 f9/7
Contract Compliance Manager: ATTEST:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
perfoLmance and reporting requirements. By:
N e
.0 JOvi Title
ame of Empl y e
<s, N�
Title
ATTEST: ,9' ......... �Y
By:
Secretary Name t Q n1 -3' to 4y—
City Secretary
APPROVED A O FORM AND LEGALITY:
By: --
Attorney Name s ���
Assistant;City Attorney J OfFIC1AL
CITY SECTARY
CONTRACT AUTHORIZATION: FTS V100"I TX
M&C: A0W
Date Approved:
Form 1295 Certification No.:
INTUITIVE MUNICIPAL SOLUTIONS,LLC
Professional Services Agreement-Technology
Page 12 of 18 Rev. 1/2017
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Background:
The City of Fort Worth Code Compliance Department is pursuing a replacing for CodeOps,the City's in-
house Code Enforcement automation system.An important first step in that process is documenting the
current functionality of CodeOps,plus desired changes to better meet the needs of the department and the
citizens of Fort Worth.
This proposal is for consulting services to produce that documentation.
Statement ofWork:
• Preparation (remote)
o (City) provide list of high-level functional areas June 5, 2017
o (iMS) provide tentative agenda for on-site meetings June 7, 2017
o (Team)finalize on-site agenda June 9, 2017
0 3 Days of Discovery(on-site) June 13—15,2017
o (Team) Discovery of existing system, user interfaces, and interfaces to external systems
o (iMS) Take notes for formalized documentation
o (City) Provide subject matter experts to explain current system and desired changes
• Documentation (remote)
o (iMS) Preparation of initial documentation
o (iMS) Draft documentation provided to City electronically June 30,2017
o (City)Any clarifications/corrections provided to iMS electronically July 15,2017
o (iMS) Final documentation provided to City electronically July 21,2017
Terms
City will ensure the availability of key staff members to facilitate on-site discovery.
Parties agree that the need for a second visit, while unlikely, may exist. If so, a new proposal will be
submitted for that work.
Changes to scheduled travel dates within 2 weeks of travel will incur a change fee.
Sales tax is not included. Any applicable sales tax is the sole responsibility of the City.
Travel cost is fixed, includes all expenses incurred, and is based on consecutive on-site days
Proposal is valid if:
• signed by both parties by June 2, 2017
City acknowledges that the generated documentation will only be as complete as the information provided
to iMS, and that the City will review the draft documentation for completeness and accuracy. iMS is not
liable for any inaccuracy or omission in the generated documentation.
INTUITIVE MUNICIPAL SOLUTIONS,LLC
Professional Services Agreement-Technology
Page l�,f 11 Rev. 1/2017
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Payment Schedule:
25%upon execution
50% after completion of on-site discovery
25%after final documentation provided
INTUITIVE MUNICIPAL SOLUTIONS,LLC
Professional Services Agreement-Technology
Pager(„/3 t-j Rev. 1/2017
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref. #:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Vance Bradshaw Printed Name:
Title: President Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
INTUITIVE MUNICIPAL SOLUTIONS,LLC
Professional Services Agreement-Technology
Paget, Rev. 1/2017
City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network.The City owns and operates a computing environment and network(collectively the
"Network").Contractor wishes to access the City's network in order to provide description of services. In
order to provide the necessary support, Contractor needs access to description of specific Network systems
to which Contractor requires access, i.e. Internet,Intranet, email, HEAT System, etc..
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one(1)year from the date of this Agreement.If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services,whichever occurs first. This Agreement will be associated with the Services designated below.
Services are being provided in accordance with City Secretary Contract No. Contract No..
Services are being provided in accordance with City of Fort Worth Purchase Order No. PO No.
Services are being provided in accordance with the Agreement to which this Access Agreement is
attached.
No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty(30)days prior to the scheduled annual expiration of this Agreement,the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services,Contractor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis.Failure to adhere to this requirement may result in denial of access
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its
authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access
to the Network and Contractor's Data,terminate the Agreement,and pursue any other remedies that the City
may have under this Agreement or at law or in equity.
INTUITIVE MUNICIPAL SOLUTIONS, LLC
Professional Services Agreement-Technology
Page (Y Rev. 1/2017
City Secretary Contract No.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding
public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-
City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination.In addition to the other rights of termination set forth herein,the City may terminate
this Agreement at any time and for any reason with or without notice,and without penalty to the City.Upon
termination of this Agreement,Contractor agrees to remove entirely any client or communications software
provided by the City from all computing equipment used and owned by the Contractor, its officers,agents,
servants, employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor-owned equipment that contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials,and unauthorized use or sharing of Network credentials.
INTUITIVE MUNICIPAL SOLUTIONS,LLC
Professional Services Agreement-Technology
Page P cg Rev. 1/2017
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: INTUITIVE CIPAL SOLUTIONS,LLC:
B C { By: mit
AW Name 5.set si 410 M "5 Name: Vance Bradshaw
Assistant City anager Title: President
Date: (l , ! ' � Date: s /' S/yO 1 7
APPROVED AS TO FORM ATTEST:
AND LEGALI �
.,By: By:
Attorneye �>3iC4r"SS ecret ame Iy �_ )(Cy1ev
Assistant Ci Attorney City Secretary
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