HomeMy WebLinkAboutContract 42340 CITY SECRETARY
CONTRACT No. Li a 2)4 0
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 Fernando Costa, its duly
authorized Assistant City Manager, and SKIRE, INC.. ("Consultant"), a Delaware Corporation and
acting by and through Massy Mediphour, its duly authorized president and CEO, each individually
referred to as a "party"and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A-Statement of Work plus any amendments to the Statement of Work
3. Exhibit B-Payment Schedule
4. Exhibit C-Milestone Acceptance Form
5. Exhibit D-Network Access Agreement
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall control.
1- SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the purpose of
configuring and implementing enhancements to City of Fort Worth Capital Projects Management System
(CPMS)I Unifier) related to Planning Module design, implementation, crystal report development and
related procedural, system and other changes.Attached hereto and incorporated for all purposes incident
to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services by
specific task to be provided hereunder.
2, TERM■
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement ("Effective Date") and shall continue in full force and effect until termination in
accordance with the terms herein, but not later than April 31, 2012 ("Initial Term"), unless terminated
earlier in accordance Wth the provisions of this Agreement.
3, COMPENSATION.
The City shall pay Consultant an amount not to exceed $ 35,000.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit"B,"which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agr '� Im rid for any reason by
providing the other party with 30 days written notice r m'
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4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the
portions of the payments herein agreed upon for which funds have been appropriated.
4.3 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.
4.4 Completion of Services.
This Agreement shall automatically terminate upon completion of all associated
Statement of Work(s)associated herein.
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 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. 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. 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. The city likewise agrees, that to the extent
permitted by law, it shall treat all information provided to it by Skire as confidential and shall not
disclose any such information to a third party without the prior written approval of Skire.
Notwithstanding the foregoing, Skire understands and acknowledges that Customer is a public entity
under the laws of the State of Texas, and as such, information held by Customer or that Customer has
a right of access to may be subject to disclosure under Chapter 552 of the Texas Government Code,
the Public Information Act. In the event there is a request for inspection or reproduction of any
confidential or proprietary information of Skire under Chapter 552, the City will notify Skire of such
request, cooperate with Skire in limiting disclosure, and give Skire reasonable opportunity to explain
why the requested information should not be open for public inspection. Information designated as
"Confidential," or "Proprietary," shall not be open for public inspection at any time, unless the City is
required to make such documents available as a result of a decision of the Texas Attorney General
pursuant to the Texas Public Information Act, by other applicable law, or judicial order
6. RIGHT TO AUDIT.
Consultant agrees that the city shall, until the expiration of three (3)years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of the consultant involving transactions relating to this Contract at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary
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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, not less than thirty(30)days.
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) yew's after
final payment of the subcontract, or the final conclusion of any audit commenced during the said three
years have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of such subcontractor involving transactions related to the subcontract,
and further that City shall have access during normal working hours to all subcontractor facilities and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
T. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and work performed under this agreement, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and provisions
of this Agreement, Consultant 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(including its officers, agents, servants and employees),
and Consultant, (including 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 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.
Notwithstanding anything to the contrary in this Agreement, the City agrees that regardless of the form
of any claim the City may have under this Agreement, except for damages to tangible property or
personal injury, Skire's entire liability for any damages to the City or to any other party shall not exceed
the fees paid to Skire under this Agreement. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
PARTY OR TO A THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOST PROFITS, LOST REVENUES OR LOST DATA. NOTWITHSTANDING ANY OF THE
FOREGOING, THE CITY IN NO WAY WAIVES ANY RIGHTS TO LIMITATION OF LIABILITY THAT IT
MAY HAVE PURSUANT TO THE TEXAS TORT CLAIMS ACT.
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
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RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONSULTANT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the city. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the city and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The consultant
and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the
effective date of the assignment. Notwithstanding the foregoing, Skire may assign this Agreement to
any acquirer of all or of substantially all of Skire's equity securities, assets or business related to the
subject matter of this Agreement. Skire will provide the city with thirty(30)days advance written notice
of any such assignment. if the city grants consent to a subcontract= the subcontractor shall execute a
written agreement with the Consultant referencing this Agreement under which the subcontractor shall
agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties
and obligations may apply. The consultant shall provide the city with a fully executed copy of any such
subcontract.
10. INSURANCE.
Consultant shall provide the city with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Covera a and Limits
(a) Commercial General Liability
$1,000,000 Each occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any vehicle''shall
be any vehicle owned, hired and non-owned
(c) Worker's Compensation-Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease- per each employee
$500,000 Disease- policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8808 — 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
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(d) Technology Liability(E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Coverage shall include, but not be limited to, the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv)Fraud, Dishonest or Intentional Acts with final adjudication language
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Any deductible will be the sole responsibility of the
Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage
shall be claims-made, with a retroactive or prior acts date that is on or before the effective date
of this Contract. Coverage shall be maintained for the duration of the contractual agreement and
for two (2) years following completion of services provided. An annual certificate of insurance
shall be submitted to the City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon as its interests may appear. The terra City shall include its
employees, officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckrnorton, Fort
Worth, Texas 76102, with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management, If the rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation.
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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:
City of Fort Worth Skire, Inc.
Attn: Fernando Costa Attn: Sateez Kadivar
Assistant City Manager Vice President of Business
1000 Throckmorton Street Operations
Fort Worth, Texas 76102 111 Independence Drive
Fax(817)392-6134 Menlo Park, California 94025
Fax (550)289-2550
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.
15. GOVERNMENTAL POWERSII MUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for
such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. SEVgRABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
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legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE NIAJ EURE.
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 ma}eure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only., shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW of COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the 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, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consuitant, 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.
25. 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.
25. WARRANTY OF SERVIC S.
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
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nonconforming services.
27. 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 Exhlblt "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(1 a)days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
accepts the deliverable in writing in the form* attached. The City's acceptance will not be unreasonably
withheld.
28. 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. Further, Consultant
shall be responsible for specifically notifying all Consultant 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 as set forth in Exhibit"D."
�a} Consultant shall be responsible for any City-owned equipment assigned to Consultant
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Consultant, and/or Consultant Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(C) Consultant 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) Consultant Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7 (a
copy of which will be made available to Consultant upon request)
(e) Any document created by Consultant Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
W Consultant 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
N A Network user ID may be deactivated when the responsibilities of the Consultant
Personnel no longer require Network access
0) A breach of any of the foregoing, and/or Exhibit "D," by Consultant, or any Consultant
Personnel, may result in the revocation of the network access privileges and/or
termination of this Agreement
29. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act(I NA)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 (l-g), 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
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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.
30. 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 vmrranty 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 (1 o) business days of receipt of the notice, both parties shall commence the
resolution process and make a good faith effort, either through email, mail, phone conference, in person
meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that
may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)
days of the date of receipt of the notice of the dispute, then the parties may submit the nutter 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.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this ;-1 da
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ACCEPTED AND AGREED:
CITY OF FORT WORTH: SKIRE, INC.:
Karen L. Montgomery Name: ateez ivar
Assistant City Manager Title: Vice President of Business
Operations
Date:
Date:
ATTEST:
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Assist nt City Attorney .
CONTRACT AUTHORIZATION:
M&C: None Required
Date Approved:
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EXHIBIT A
STATEMENT of WORK
CONFIGURE AND IMPLEMENT ENHANCEMENTS TO CITY OF FORT WORTH'S CAPITAL PROJECTS MANAGEMENT
SYSTEM(CPMS)IUNIFIER RELATED To PLANNING MANAGER IMPLEMENTATION, CRYSTAL REPORT
DEVELOPMENT AND RELATED PROCEDURAL, SYSTEM AND OTHER CHANGES
TASK OBJECTIVES
The objective of these tasks is to take advantage of powerful new functionality in the Planning Module
and other modules. This effort is to identify, configure and implement enhancements to the City of Fort
Worth's CPMSIUnifier system to improve system efficiency, effectiveness, ease of use, flexibility and
power/usefulness, as well as identify and implement any related form, business process, interface, report
set up and/or other changes necessitated by the enhancements and as outlined herein.
TASK SCOPE
This scope will involve configuring, testing and implementing Unifier's Planning Manager module,
developing various Crystal reports and other system enhancements and associated business process
and other modifications required by the enhancements. Specifically, tasks in this Statement of Work to
include:
Task#1 Finish Formulation of On-Going Bond Expenditures Report: Finish and implement
(incorporating testing) On-Going Bond Expenditures Report, per previous communications with
and direction provided by the City's Capital Projects Team (CPT).
Task Estimate: 8 Hours
Task#2 Consultant Time for Enhanced CPMS Functionality Configuration and
Implementation: Consultant time to be used for CPMSIUnifier design, configuration,
set up, deployment, etc., including (but not limited to) provision of support for design,
uStage configuration and testing of Planning Manager approach (including test results
verification, confirmation that integration and other CFW-specific interfaces, rules,
formulas, set ups, etc. continue to work under new structure); Production Planning
Manager configuration and implementation; performance of Usability Audits, as
required; assistance with system set up (e.g. Business Processes, Shells, etc.), where
appropriate; assistance -- on an as-needed basis --- to design, configure, test and
implement other Unifier enhancements to improve system efficiency, effectiveness,
ease of use, flexibility and usefulness.
Task Estimate: 36 Hours
Task#3 Development of 5-Year Rolling Capital Plan Report("Level II" Planning): Report
development and implementation(incorporating testing). Develop"Level Il"five-year
rolling report of planned project implementation and funding requirements that
includes planned funding sources and amounts, as well as actual funding and
expenditures. Report should incorporate elements from mock up report and points of
discussion/input provided by the CPT to Skire staff on August 1, 2011, as well as any
other related discussions and communications between Skire and City staff.
Task Estimate: 80 Hours
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Task#4 Development and Implementation of Various crystal Reports, as Identified by
Users: Assistance with Crystal report development to meet the City's reporting needs
once Planning Manager and other enhancements are implemented. Reports could be
reports such as the Comp Plan, Annual Capital Projects Plan for the Budget
Document, etc.
Task Estimate: 20 Hours
Task#5 Development of "Level I" Program Planning Report for Directors' Priorities:
Build report to support "Level I" project and program planning and prioritization efforts
at the City of Fort Worth. Report would contain a roll up of project data to programs
for bond and other funding program scenario building and program development.
Task Estimate: 16 Hours
Task#6 contingency Funds: Skire to perform any additional work required to complete Tasks
# 1 — 5, above, which was not included in original Statement of Work estimate. Skire
also to advise of and make (or assist City of Fort Worth in making) any necessary
integration process, Unifier form, Business Process, Manager, report, set up or other
changes necessitated by newly-implemented enhancements.
Contingency will only be used and hours/funds expended only IF NECESSARY, and
based on City of Fort Worth advanced approval.
Contingency Estimate:. 15 Hours
These tasks are scheduled to start September 2011, and is estimated to be completed and
enhancements deployed by April 31, 2012.
TASK COSTS
The Not-To-Exceed Cost to implement and complete all tasks in this Statement of Work is $35,000,
based on a fee of$200.00 per hour for a Maximum of 175 hours of work. This not-to-exceed cost will be
billed to the City in increments, BY TASK COMPLETED, functioning as required by and to the
satisfaction of the City of Fort Worth, which shall not be unreasonably withheld. Skire shall invoice the
City monthly in arrears for all tasks completed in that month and the City shall remit payment to Skire
within thirty(30)days of Skire's invoice.
While travel is not anticipated in this Statement of Work, any travel costs, including air fare, lodging,
etc., anticipated to satisfactorily complete this Statement of Work are to be paid from contingency funds,
and are to be included as part of the not-to-exceed cost. Expenses will be reimbursed at the City's
standard rate, which is based on the current General Services Administration (GSA) per diem rate
structure
TASK COMMUNICATION PLAN
SKIRE Inc. staff will coordinate the necessary conference calls and WebEx meetings to facilitate the
completion of these tasks.
Professional Sefvices Agreement
Skire,Inc.
Page 12 of 20 Revised January 5,2011
SUCCESSFUL. TASK COMPLETION
At the conclusion of the tasks, the required enhancements and any other CPMS Business Process,
Report and/or other changes will have been identified and the enhancements and associated changes
will have been configured, implemented and functioning to the satisfaction and meeting the goals and
objectives for the enhancements of the City of Fort Worth as communicated to and agreed upon by Skire
and documented in this SOW.
Furthermore, if as a direct result of Skire's performance under this SOW, existing configuration for the
City's Unifier deployment is adversely impacted in that the function will no longer work (Issues), Skire
shall remediate such Issues in conjunction With staff advisement.
TASK ASSUMPTIONS
Skire, Inc. to facilitate completion of these tasks, research solutions(at own initiative or City of Ft Worth
request), and otherwise advise and provide assistance on related technical matters.
The City of Fort Worth to assist Skire, Inc., as necessary. However, ultimately, Skire, Inc. must
determine how best to produce the required results.
Skire is responsible for providing quality assurance/quality control for changes made, and for thoroughly
testing the enhancements developed PRIOR to release of those enhancements to the city of Fort Worth
for testing. The City to test enhancements/solutions developed by Skire only AFTER Skire testing and
release of the enhancements for User Acceptance Testing in uStage environment.
Professional Services Agreement
Skire,Inc.
Page 13 of 20 Revised January 5,2011
TASK AUTHORIZATION REQUEST AND ACCEPTANCE FORM FOR ENHANCEMENTS TO CITY OF
FORT WORTH'S CAPITAL PROJECTS MANAGEMENT SYSTEM (CPMS) 1 UNIFIER PLANNING
MANAGER IMPLEMENTATION, CRYSTAL REPORT DEVELOPMENT AND RELATED SYSTEM AND
OTHER CHANGES
Task 1: Finish Formulation of On-Going Bond S $1,600 Mid-September End of September
Expenditures Report 2011 2011
Task 2: Consultant Time for Enhanced CPMS 36 $7,200 Early September November 2011
Functionality Development and Implementation- 2011
Design, Configuration, Set Up, Deployment, etc.
Task 3: Development of 5-Year Rolling Capital 80 $16,000 September 2011 'l" Draft of Report:
Plan Report("Level 11"Planning) Early October 2011
- First Draft of Report
Final Re ort:
-Final Report November 2011
Task 4: Development and Implementatlon of 20 $49000 October 2011 November 2011
Various Crystal Reports, as Identified by Users
Task 5: Development of "Level I" Program 16 $3,200 October 2011 November 2011
Planning Report for Directors'Priorities
Contingency Funds-use requires CFW prior 15 $3,000
approval
Total 175 Hours $35,000
Total Cost:
ENHANCEMENTS: Planning Manager 175 Hours
1 $351000
Implementation, Crystal Report
Develo ment, Etc.
Total 175 Hours 1 $351000
Professional Services Agreement
Skire,Inc.
Page 14 of 20 Revised January 5, 2011
f
EXHIBIT B
PAYMENT SCHEDULE
Progress payments will be made based on completion of each specific task according to the value
recorded by each task in the table below. Completion of each task will be determined by the City of Fort
Worth according to the scope outlined in Exhibit A, no later than ten (1 o) business days following the
delivery of each task. Approval of each task shall be evidenced by completion and Execution of Exhibit
C, Milestone Acceptance Form, or similar document, to indicate the City's acceptance of the task and to
authorize approval of payment.
Note that Contingency Funds require City of Fort Worth approval PRIOR to utilization.
Task 1: Finish Formulation of On-Going Bond $1,544
Expenditures Report
Task 2: Consultant Time for Enhanced CPMS $7,200
Functionality Development and Implementation-
Design, Configuration, Set Up, De to meet, etc.
Task 3: Development of 5-Year Rolling Capital Plan $16,000
Report("Level i!" Planning)
Task 4: Development and implementation of Various $4,000
Crystal Reports, as Identified h Dsers
Task 3: Development of "Level I" Program Planning $3,200
Report for Directors' Priorities
Contingency Funds--use requires CFW prior approval $3,000
Total $350000
Professional Services Agreement
Skire,Inc.
Page 15 of 20 Revised January 5, 2011
EXHIBIT C
TASK ACCEPTANCE FORM
TASK# Task Description:
Services Delivered:
Task 1 Deliverable Ref. #:
Task/Deliverable Name:
Task Testing Completion Date:
Task 1 Deliverable Target Completion Date:
Task 1 Deliverable Actual Completion Date: _ ._._. _ �. - _.......,.__,_..... .
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed
Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement
Ski re,Inc.
Page 16 of 20 Revised January 5,2011
EXHIBIT D
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal
location at 1000 Throckrnorton Street, Fort Worth, Texas 76102, organized under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Skire, Inc, with its
principal location at 111 Independence Drive Menlo Park, CA 94025, ("Contractor").
I. 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 developing and
implementing enhancements to the City of Fort `North Capital Projects Management System
(CPMS/Unifier)for the Planning Module design, implementation, crystal report development and
related procedural, system and other changes. 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 services for developing and implementing enhancements to
the
City of Fort Worth Capital Projects Management System (CPMS/Unifier) 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 lDs 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.
El Services are being provided in accordance with City Secretary Contract No.
El Services are being provided in accordance with City of Fort Worth Purchase Order No.
Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
El 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.
S. 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
Professional Services Agreement
Skire,Inc.
Page 17 of 20 Revised January 5,2011
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.
8. 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 Securi . 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.
8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND
RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF
ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL
NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE
CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF
ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY /MEASURES TAKEN BY THE CITY. IN
ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND
ALL CLAIMS, DEMANDS AND .JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION{S} OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S
OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS
THE CITY, ITS OFFICERS, AGENTS,SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY
CLAIM//, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES
FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF
CONTRACTOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
1
3. Confidential Information. Contractor, for itself and its officers, agents, employees, and
representatives, 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. Contractor
further agrees that it 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. Contractor
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal
terms, and until the expiration of three (3) years after termination or expiration of this contract, have
access to and the right to examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and electronic, of the Contractor involving transactions relating to
this Agreement. Contractor agrees that the City shall have access during normal working hours to all
necessary Contractor 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 Contractor
reasonable advance notice of intended audits. Contractor further agrees to include in all its
Professional Services Agreement
Skire,Inc.
Page 18 of 20 Revised January 5,2011
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the
City shall, during the initial term, any renewal terms, and until expiration of three (3) years after
termination or expiration of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, data, documents, papers and records, both hard copy and
electronic, of such subcontractor involving transactions related to the subcontract, and further that City
shall have access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions of
this paragraph. City shall give subcontractor reasonable notice of intended audits.
11. AAq reement Cumul,ative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This
Agreement and any other documents incorporated herein by reference constitute the entire
understanding and Agreement between the City and Contractor as to the matters contained herein
regarding Contractor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Contractor.
13. ,Assignment. Contractor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. Severa 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.
15. Force Majeurs.� Each party shall exercise its best efforts to meet its 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 Cod,
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.
15. Governing Law 1 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.
17. Sig natme-Authorily. By affixing a signature below, the person signing this Agreement hereby
warrants that he/she has the legal authority to bind the respective party to the terms and conditions in
this agreement and 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.
ACCEPTED AND AGREED:
CITY OFF RT WORT CONTRACTO N
8 Y g . �r PE
Y
Karen L. Montgomery Name: t ff t"r- r
Assistant City agar Title:
Date: f1
Date: i f t �� .,,.,...._ ...
ATTEST: ATTE Y:
000 00
� r
By. o0
Marty Hendrix o 001 N�me:
0 Off " k
U }+ ,
Professional Services Agreement �� a d � ; 4; i• ��.
Skire,Inc. n d
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F i
i
Page 19 of 20 � � ° ��►dd Revised
v00 o00 Ant►ar�,5��
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City Secretary Title:
APPROVED AS FO ND LEGALITY:
By.
Assistant City ttorney
M&C: _none required
Professional Services Agreement
Skire,Inc.
Page 20 of 20 Revised January 5, 2011