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HomeMy WebLinkAboutContract 39176 C®NTR,CC 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 Karen L. Montgomery, its duly authorized Assistant City Manager, and Interaction Information Technology, Inc.("IIT"). 1. SCOPE OF SERVICES. This is an extension of the original scope of services that will be completed within the next 60-90 days by IIT. IIT will be responsible for developing an electronic database system that would allow for the sharing of client information and electronic referral to services and 'Description of Services' as described in attached hereto as Exhibit'A'. The community of Fort Worth strives to provide a 'no wrong door to the right mental health services' climate that allows for parents, caregivers, and children to easily access the services they need. The creation and use of this system would go a long way toward achieving this outcome. The initial system has been developed and tested. Additional adjustments to the system, implementation of the system and fine tuning of the system are still necessary. Efforts to recruit additional members to use the system within the community will be initiated as will the development of a link between this system and a system currently in use by the county hospital system, juvenile probation department and the local mental health provider. 2. TERM. This Agreement shall commence upon January 1, 2009 and shall expire on September 29, 2009, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. City of Fort Worth shall pay IIT an amount not to exceed $23,510.00 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B,"which is incorporated for all purposes herein. IIT shall not perform any additional services for City of Fort Worth not specified by this Agreement unless City of Fort Worth requests and approves in writing the additional costs for such services. City of Fort Worth shall not be liable for any additional expenses of IIT not specified by this Agreement unless City of Fort Worth first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. City of Fort Worth or IIT may terminate this Agreement at any time and for any reason by providing the other parry with 30 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City of Fort Worth in any fiscal period for any payments due hereunder, THE CITY will notify IIT 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 City of Fort Worth of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City of Fort Worth shall pay IIT for services actually rendered up to the effective date of termination and IIT Form Services Agreement :m. [Name of IIT] LZ Page 1 of 8 k"ffj, , - I shall continue to provide City of Fort Worth with services requested by City of Fort Worth and in accordance with this Agreement up to the effective date of termination. S. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. IIT hereby warrants to City of Fort Worth that IIT has made full disclosure in writing of any existing or potential conflicts of interest related to IIT's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, IIT hereby agrees immediately to make full disclosure to City of Fort Worth in writing. IIT, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by City of Fort Worth as confidential and shall not disclose any such information to a third party without the prior written approval of City of Fort Worth. IIT shall store and maintain THE CITY Information in a secure manner and shall not allow unauthorized users to access, modify,delete or otherwise corrupt THE CITY Information in any way. IIT shall notify City of Fort Worth immediately if the security or integrity of any THE CITY information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. IIT agrees that City of Fort Worth 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 IIT involving transactions relating to this Contract at no additional cost to City of Fort Worth. IIT agrees that City of Fort Worth shall have access during normal working hours to all necessary IIT facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City of Fort Worth shall give IIT reasonable advance notice of intended audits. IIT further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that City of Fort Worth 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 THE 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. THE CITY shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that IIT shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of City of Fort Worth. Subject to and in accordance with the conditions and provisions of this Agreement, IIT 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. IIT acknowledges that the doctrine of respondeat superior shall not apply as between City of Fort Worth, its officers, agents, servants and employees, and IIT, its officers, agents, employees, servants, contractors and subcontractors. IIT further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between THE CITY and IIT. 8. LIABILITY AND INDEMNIFICATION. UT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND CITY OF FORT WORTH, 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 IIT'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR 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 Form Services Agreement (Name of[IT) Page 2 of 8 OR OMISSIONS OR MALFEASANCE OF IIT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. IIT shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City of Fort Worth. If City of Fort Worth grants consent to an assignment, the assignee shall execute a written agreement with City of Fort Worth and the IIT under which the assignee agrees to be bound by the duties and obligations of IIT under this Agreement. The IIT and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If City of Fort Worth grants consent to a subcontract, the subcontractor shall execute a written agreement with the IIT referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the IIT under this Agreement as such duties and obligations may apply. The IIT shall provide City of Fort Worth with a fully executed copy of any such subcontract. 10. INSURANCE. IIT shall provide City of Fort Worth 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 Covera-ge and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per person per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the IIT, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and no"wned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accidentloccurrence $100,000 Disease—per each employee $500,000 Disease—policy limit (d) Technology Liability (Errors&Omissions)[or other professional liability coverage depending on type of agreement) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Form Services Agreement [Name of IIT] Page 3 of 8 Commercial General Liability(CGL)policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and 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 City of Fort Worth to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the IIT has obtained all required insurance shall be delivered to City of Fort Worth prior to IIT proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name City of Fort Worth as an additional insured thereon, as its interests may appear. The term THE CITY shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of City of Fort Worth to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to City of Fort Worth. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto IIT's insurance policies. Notice shall be sent to the Risk Manager, The City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to City of Fort Worth Attorney at the same address. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. IIT agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City of Fort Worth notifies IIT of any violation of such laws, ordinances, rules or regulations, IIT shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. IIT, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of[IT'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 IIT, its personal representatives, assigns, subcontractors or successors in interest, IIT agrees to assume such liability and to indemnify and defend City of Fort Worth and hold City of Fort Worth 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 City of Fort Worth: To IIT: Attn: John Hopkins 33 N Parsed 1000 Throckmorton Mesa, AZ 85203 Fort Worth,TX 76102 Form Services Agreement [Name of IIT] Page 4 of 8 14. SOLICITATION OF EMPLOYEES. Neither City of Fort Worth nor [IT 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. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City of Fort Worth does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of City of Fort Worth or IIT 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 City of Fort Worth's or IIT's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. 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 their ofUnit thiSAtes greement,t Court venue for such action shalt lie in state courts located in Tarrant County, Texas or 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. City of Fort Worth and IIT 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 my, fires, strikes, lockouts, natural disasters, wars, restrictions by any governmental tal author material authority,transportation problems and/or any other similar causes, labor 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 and revised this he t that against the drafting party shal l not be employed i rules of n on to theinterpretation a ation of thisAg eement orare to exhibits hereto. 9 22. AMENDMENTS/MODIFICATIONS I EXTENSTIONS. Form Services Agreement [Name of IIT) Page 5 of 8 No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such 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 City of Fort Worth and IIT, 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. 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS] Form Services Agreement [Name of 11Tl Page 6 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of 20014 THE CITY IIT: ByPHopki BY: s City f Fort Worth Date: d/• 2 d�- Date: A T: ATTEST: By: By. APPROVED AS TO FORM AND LEGALITY: By: Ar stan Attor e CONTRACT AUTHORIZATION: l M&C: " Date Approved: OFFICIAL RECURD CITY SECRrETAyRY Form Services Agreement Fr WOO`H, !�! [Name of IIT] Page 7 of 8 EXHIBIT 'A' Description of Services Contractor will provide the following services: PacePlus 1. Maintain and license a customized version of CONTRACTOR'S RA TOR'i n System produc Mt,known locally as Datal-ink or as Community Solutions Management 2. Develop further enhancements to the system as needed. I Support the addition of the new agencies and users to the system. 4. Support existing users. 5. Ensure data integrity and security. 6. Create protocols to provide linkages with peer data systems. Form Services Agreement [Name of IM Page 2 of 8 �ACORD. CERTIFICATE OF LIABILITY INSURANCE 01-1s 2009 �. PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION GREENBERG & ASSOC/PHS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ! 300593 P: (866)467-8730 F: (877) 905-0457 ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. PO BOX 33015 I INSURERS AFFORDING COVERAGE SAN ANTONIO TX 78265 INSURED INSUZIA:Hartford Casualty Ins Co INSURER B: INTERACTION INFORMATION TECHNOLOGY IINSURERC: ! 33 N. PARSELL INSURER D: MESA AZ 85203 IINSURERE: COVERAGES —THE POLICIES C LISTED BELOW HAVE BEEN ISSU D TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. O POLICY EFFECTIVE POLICY EXPIRATION i`SR TYPE OF INSURANCE ( POLICY NUMBER DATEMM/DDIYY DATE MM/DD(YY LIMITS GENERAL LIAMUTY EACH OCCURRENCE s2 , 000, 000 A COMMERCIAL GENERAL LIABILITY 1 59 SBA BT0 7 9 6 i 0 3/2 9/0 9 , 0 3/2 9/10 FIRE DAMAGE IAny one fire) 10001000 _ �I CLAIMS MADE 'X j OCCUR I MED EXP iAny ane per enl $10 , O 0 0 T X General Liab PERSONAL&ADV INJURY 52, 000, 000 GENERAL AGGREGATE s4 , 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG ; s4 , 00(), O O 0 POLICY PRAT X LOC AUTOMOBILE UAINUTY I COMBINED SINGLE LIMIT 11(Ea ex+dentl $ ANY AUTO ALL OWNED AUTOS I 'BODILY INJURY 5 SCHEDULED AUTOS (Per pet.,onl HIRED AUTOS ( BODILY INJURY (Per accident) S NON-OWNED AUTOS I PROPERTY DAMAGE S (Per accident) GARAGE UAWUIT'Y I AUTO ONLY•EA ACCIDENT :S ANY AUTO E OTHER THAN EA ACC $ j AUTO ONLY: AGG $ ! EXCESS UASILIITY !EACH OCCURRENCE I $ OCCUR u CLAJMS MADE!I I i AGGREGATE S �) 4 DEDUCTIBLE ! 5 — RETENTION 5WC S WORKERS COMPENSATION AND I (ORY LIMITS I FR EMPLOYERS'LIABILITY � Ili—Ei� . E.L.EACH ACCIDENT E.L.DISEASE-EA EMPLOYEE!5 E.L.DISEASE-POLICY LIMIT j$ OTHER i DESCRIPTION OF OPERATIONSILOCATKINSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS Those usual to the Insured's Operations. i CERTIFICATE HOLDER ADDITIONAL INSURED:INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 GAYS WRITTEN NOTICE(10 DAYS FOR NON-PAYMENT)TO THE CERTIFICATE{ of Ft Worth HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO The City OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR j 1000 Throckmorton St. REPRESENTATIVES. Fort Worth, TX 76102 AUTHOR LSENTATIVE ACORD 25-S 17/97) War // {� t ACORD CORPORATION 1988 GREENBERG&ASSOCIPHS PO BOX 33015 SAN ANTONIO TX,78265 11557 INTERACTION INFORMATION TECHNOLOGY 33 N. PARSELL MESA AZ 85203 n N 9 N u F Q� G W a N N O O' O 0 Q e� T� m o� ACORD 25-5(7/97)