HomeMy WebLinkAboutContract 43700 (2)CITY SECRE'TARY
CONTRACT NO. ti 510
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 Susan Alanis, its duly
authorized Assistant City Manager, and DEAF LINK INC., (the "Consultant" or "Contractor"), a Delaware
and acting by and through Dan Heller, its duly authorized President, each individually referred to as a
"party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2 Exhibit A -- Statement of Work plus any amendments to the Statement of Work
3. Exhibit B — Network Access Agreement — Intentionally deleted - Not applicable
4. Exhibit C — 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.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of providing Accessible Hazard Alert System (AHAS) and the AHAS — Individual Notification
(AHAS-IN) program in order to provide accessible emergency alerts to citizens with sensory disabilities.
Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "Al" Statement
of Work, more specifically describing the services 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 for one year ("Initial Term"),
unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term,
this Agreement shall be renewable at the option of the City for an additional six months if needed (
"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.
3.1 COMPENSATION.
The City shall pay Consultant an amount not to exceed $44,943.00 within thirty (30) days of
receipt of invoice(s) from the Consultant and in accordance with the provisions of this Agreement.
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.
OFFIC
IAL RECORD
CITY
SECRETARY
i R
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4. TERMINATION.
4.1. Convenience.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period
for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
4.3 Breach.
Subject to Section 29 herein, either party may terminate this Agreement for breach of
duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.4 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement. In the event Consultant has
received access to City information or data as a requirement to 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.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's
services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of
this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. Consultant, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior wntten approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
information in any way. Consultant shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised in which event,
Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
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and records of the consultant involving transactions relating to this Contract at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section The City shall give Consultant reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and work 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, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further
agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between
City and Consultant. It is further understood that the City shall in no way be considered a Co -employer or
a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of
Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of
Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,
agents servants, employees or subcontractors.
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.
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) 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.
C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and
expense, any claim or action against the City for infringement of any patent, copyright, trade
secret, or similar property right arising from City's use of the software and/or documentation in
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accordance with this agreement. Consultant shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. If the software and/or documentation or any part thereof is held to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such
use is materially adversely restricted, Consultant shall, at its own expense and as City's sole
remedy, either: (a) procure for City the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Consultant, terminate this agreement and refund to City the payments actually made to
Consultant under this agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the
effective date of the assignment. If the City grants consent to a subcontract the subcontractor shall
execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully
executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives
in the course of the providing services under this Agreement. "Any vehicle' shall be any vehicle
owned, hired and non -owned
(c) Worker's Compensation - Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
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Revised June 2012
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8308 1.01 et seq Tex. Rev. Civ.
Stat) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and $100,000 per disease per employee
(d) Technology Liability (E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(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 term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance documentation shall not constitute
a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
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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.
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
Attn: Susan Alanis, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile (817) 392-8654
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Deaf Link Inc.
Dan Heller, President
500 North Loop 1604 East, Suite 105
San Antonio, TX 78232
Facsimile.
Neither the City nor Consultant shall during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any 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.
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17. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the 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 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.
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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 Project Task Acceptance Form, which is attached to the Statement of Work as Appendix
B. If the City rejects the submission, it w ll notify the Consultant in writing as soon as the determination is
made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any
deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized
unless the City accepts the deliverable in writing in the form attached. The City s acceptance will not be
unreasonably withheld.
27. NETWORK ACCESS.
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 City's Network Access
Agreement.
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 1-9 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 parry's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
matter in question that may arise out of or in connection with this Agreement. If the parties fail to resolve the
dispute within sixty (60) days of the date of receipt of the notice of the dispute then the parties may submit
the matter to non -binding mediation in Tarrant County, Texas upon wntten 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
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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. 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 "C" 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.
[SIGNATURE PAGE FOLLOWS]
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INWITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this "day of
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By.
Ssan Alanis��
Assistant City Manager
Date: it a�(-J,-\ eft
ATTEST:
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-City S;ec
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DEAF LINK INC:
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By.
Dan He
President
,a-ob'�s-46041,14 Date:
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APPROVED AS TO FORM AND LEGALITY:
By:
Males`f iia B Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
MSC: /1%1✓E7;ir112uI2rt)
Date Approved:
IT Professional Services Agreement
DEAF LINK INC.
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EXHIBIT A
STATEMENT OF WORK
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DEAF LINK INC.
11
CITY OF FORT WORTH - EMERGENCY MANAGEMENT OFFICE
Deaf Link - Accessible Hazard Alert System (AHASTM)
Statement of Work
Scope of Work:
The goal of this project is to provide, through Deaf Link's - Accessible Hazard Alert System
(AHAS) and the AHAS - Individual Notification (AHAS-IN) programs, the ability to provide
emergency information to individuals with sensory disabilities on a 24/7/365 basis.
Establish an agreement with Deaf Link to provide services for sending accessible emergency
alerts to citizens with sensory disabilities who are deaf, blind, hard of hearing or deaf/blind for a
tetui of one year, with 1 option year and up to an additional six months if needed, and to amend
the contract as needed to reflect changes to services and funding, subject to approval of the Fort
Worth Emergency Management Office and Deaf Link Inc.
This project will be ready to launch within 15 business days after the Purchase Order is released
by City of Fort Worth to Deaf Link. All remaining components of the service should be
completed by October 15 2012.
Contact information:
Dan Heller 210-590-7446 (cell 210-896-2246) danheller cr deaflink.com
IT contact - Tyler Chiodo 210-373-9924 tvler(cdeaflmk corn
Deaf Link Inc. PO Box 701826, San Antonio, TX 78270
Corporate office 500 North Loop 1604 East, suite 105, San Antonio, TX 78232
Customer Contact Information:
Office of Emergency Management Coordinator
275 W. 13th St., Ft. Worth, TX 76102
Project Manager
Programmer/Analyst
Place of Performance
Juan Ortiz 817-392-6173
Juan. OrtizWortworthtexas. gov
Donna Ross 817-392-2894
Donna.Ross a,fortworthtexas.aov
Dee Potter 817-392-8464
Dee.Po tterA fortworthtexas. gov
DeafLink will perform a majority of the work at its own facility. The vendor will be required to
meet in person or via conference call with OEM at a minimum of once every two weeks for the
first 8 weeks and monthly as deem necessary by both parties. OEM will provide and arrange for
meeting spaces or conference call in number for all required meetings Each segment of the
service/system will be tested with OEM upon completion.
Page I 1
Services to be Provided:
Deaf Link's Accessible Hazard Alert System (AHAS) and the Accessible Hazard Alert System -
Individual Notification (AHAS-IN) programs will provide the following services:
• AHAS staff will receive emergency information from authorized Fort Worth Emergency
Management personnel 24/7/365. Under this agreement AHAS will produce and deliver
accessible (3 minutes or less) Warn-2 (threat to life and property) alerts for emergency
events in the City of Fort Worth only Activation of the AHAS program will be initiated
by authonzed personnel (duty officer etc.) through a secure web -portal with a form for
submitting the alert request. The portal will be username and password protected.
• A form for the OEM duty officer to fill out requesting an alert be created and sent This
form would be housed on the Fort Worth OEM AHAS portal. A single form could be
created or maybe they might want a few different forms for specific issues or restricted to
users depending on the action of the alert.
• By permission of Emergency Management, Deaf Link will automatically monitor Warn-2
(threat to life and property) Alerts and Warnings issued by the National Weather Service
affecting persons m the City of Fort Worth. Deaf Link will monitor the NWS 24/7/365
and will subsequently produce and deliver an accessible version of any alerts meeting the
Warn-2 criteria. AHAS Alerts will also be produced and delivered in broadcast quality
format to designated TV stations selected by City of Fort Worth Emergency Management
Office.
• By permission of Emergency Management, Deaf Link will automatically monitor NIXLE
24/7/365 for alerts and advisories for events in the City of Fort Worth only issued by the
City of Fort Worth . Deaf Link will subsequently produce and deliver an accessible
version of any alerts and advisories AHAS Alerts will also be produced and delivered in
broadcast quality format to designated TV stations selected by the City of Fort Worth
Emergency Management Office.
• AHAS and AHAS-IN alerts will be produced in American Sign Language video, English
voice, and English text AHAS alerts are accessible for individuals with sensory
disabilities (Deaf Blind, Hard of Hearing or Deaf/Blind) who have access to internet
capable devices such as smartphones, video capable PDA's, computers, tablets and
Braille devices.
• Alerts will be delivered to AHAS-IN subscribers who register through a web -portal and
associated database maintained by DeafLink Deaf Link will provide an accessible video
describing the program for placement on the website. Other than carrier costs associated
with broadband (phone or Internet) service, the AHAS-IN program is free to the
subscriber
• An unsubscribe feature will be controlled via an account Ft Worth creates on the portal.
• Deaf Link will provide a monthly report that will list current and new enrollees as well as
a summary of the alerts sent out during the month
Page I2
• Alerts will be geo-targeted for delivery to AHAS-IN subscribers with City of Fort Worth
zip codes in the affected area of the emergency.
• Included in the AHAS program are (5) 3 minute accessible (informational) videos for
posting on city websites (additional videos $350 each). Topic of videos (fire warnings,
road closures, shelter locations, etc.) to be chosen and scripted by City of Fort Worth
Emergency Management Office. These accessible videos are produced in ASL, English
voice and Captioned.
Community outreach uro2ram:
• Deaf Link will work with the City of Fort Worth in hosting town hall meetings to
encourage personal preparedness and enrollment in the AHAS-IN program. Meeting
locations are determined by and paid for by the City of Fort Worth broadband access for
demonstrating AHAS is recommended.
• Deaf Link will support (2) initial meetings as part of the Ft Worth, AHAS program.
For additional meetings Deaf Link will charge $1500 per meeting which includes provision of
ASL interpreters and CART services (if requested by attendees) and travel expenses for Deaf
Link personnel. Meetings are a scheduled maximum of 2 hours in length.
Page I3
Summary of Proiect Tasks
The following table outlines all tasks to be completed and the duration of each:
Summary of Tasks/Activities
Create secure link from DeafLink to City of Ft.
Worth website
Develop web -portal and registration form for Ft.
Worth citizens to subscribe to service
Create database in MvSOL 5 5, located on DeafLink
site
Provide map of Ft. Worth and associated zip codes
which AHAS service will provide subscription
service.
Place customer selected logo and link on CFW OEM
homepage to access citizen subscription web -portal
Develop secure web -portal with a form for OEM Duty
Officers to submit alert requests
Create database for AHAS data, work with Deaf Link on
uploading file on a regular basis and create process for
DeafLink to load database with updated subscriber data.
Create five (5), 3 minute videos for posting on CFW
website at OEM request.
Create " No Active Alerts at this time" video
Test citizen subscriber portal and form.
Test Duty Officer web portal and form.
Test videos on city website.
Responsible Party
DeafLink
DeafLink
DeafLink
CFW
CFW
DeafLink
CFW-ITS
DeafLink
DeafLink
DeafLink / CFW-OEM
DeafLink/CFW-OEM
DeafLink / CFW-OEM
The actual start date will be coordinated with the customer.
Duration
(Hours or
Days)
2 Days
3 Days
2 Days
2 Days
2 Days
4 Days
60 hours
On request
1 Day
5 Days
5 Days
3 Days
Page ( 4
Acceptance Criteria
For the Deaf Link Accessible Hazard Alert System (AHAS) and the AHAS- Individual
Notification (AHAS-IN) programs and services, the acceptance of all deliverables will reside
with the Office of Emergency Management's Coordinator. The Emergency Management
Coordinator must sign off on the approval and completion of all project tasks necessary to
implement the project using the Project Task Approval Form in Appendix B of this SOW.
Once all project tasks have been completed, the project will enter the handoff/closure stage.
Deaf Link will provide a project closure report and project task checklist to OEM's Coordinator.
The acceptance of this documentation by the OEM Coordmator will acknowledge acceptance of
all project deliverables and that Deaf Link has met all assigned tasks.
Any discrepancies involving completion of project tasks or disagreement between Deaf Link and
OEM will be reviewed and discussed by both organizations' contracting offices .
Change Order:
• The Change Order process described in this section will apply to any additions, deletions
or modifications to the Services and/or Deliverables as listed in this SOW. This process
will apply to new components as well as modifications of existing components of the
SOW
• Before any desired changes may be made to any particular Service or Deliverable a
Change Request form in the format attached as Appendix A must be completed. The
customer will submit a written Change Request to the Deaf Link primary contact.
• Proper completion of this form will describe the change, the reason for the change, and
the effect it may have on the project as a whole, including cost.
• Both Deaf Link and the Customer must sign the Change Request Form to authorize any
changes to the SOW.
TOTAL (BASE) AHAS PROGRAM COST: $44,943 per year
• Additional outreach meetings or production of accessible videos must be ordered by
purchase order through the Fort Worth Emergency Management Office.
• This agreement can be modified to add new features or services upon agreement of
both parties.
• Deaf Link is sole source for the Accessible Hazard Alert System AHASTM program.
• Fort Worth may use the Deaf Link logo and AHAS name to promote the program to
their community as long as this agreement is in place.
Page I5
Final Acceptance
Approved by:
CFW Approver Name/Title
1 APPROVED AS TO FORM LEGALITY:
- Asg4 t
I _I• . .. . al" I .
•
1::"AhvA. t A jr. s
("Q 7n
'Pat
Tr(44
Date:
Page I 6
Appendix A
Change Request Form
Change Request No.:
Requester Name.
Requester Company Name:
Date Requested:
Response Requested By:
Change Requested:
Estimated Schedule Impact:
Estimated Scope Impact:
Estimated Cost Impact:
Change Request Approved: YES/NO
DEAF LINK, INC. City of Ft. Worth, Office of Emergency Management
By: By:
Name: Name.
Title: Title:
Date: Date:
Page 1 7
Appendix B
Project Task Acceptance Form
Duration CFW
Summary of Tasks/Activities
Create secure link from DeafLink
to City of Ft. Worth website.
Develop web -portal and
registration form for Ft. Worth
citizens to subscribe to service.
Create database in MySQL 5 5,
located on DeafLink site
Provide map of Ft. Worth and
associated zip codes which AHAS
service will provide subscription
service.
Place customer selected logo and
link on CFW OEM homepage to
access citizen subscription web -
portal .
Develop secure web -portal with a
form for OEM Duty Officers to
submit alert requests
Create database for AHAS data, work
with Deaf Link on uploading file on a
regular basis and create process for
DeafLink to load database with
updated subscriber data.
Create five (5), 3 minute videos for
posting on CFW website at OEM
request.
Create " No Active Alerts at this time"
video
Test citizen subscriber portal and
form.
Test Duty Officer web portal and
form
Test videos on city website.
Responsible
Party
DeafLink
DeafLink
DeafLink
CFW
CFW
DeafLink
CFW-ITS
DeafLink
DeafLink
DeafLink /
CFW-OEM
DeafLink/CF
W-OEM
DeafLink /
CFW-OEM
(Hours or
Days)
2 Days
3 Days
2 Days
2 Days
2 Days
4 Days
60 hours
On
request
I Day
5 Days
5 Days
3 Days
CFW
OEM OEM
Coordinator Coordinator
Sign Off Sign Off
Signature
Date
Page 8
EXHIBIT B
NETWORK ACCESS AGREEMENT
INTENTIONALLY DELETED
IT Professional Services Agreement Revised June 2012
DEAF LINK INC.
10
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Deaf Link, Inc.
Legal Address: 500 North Loop 1604 East, Suite 105, San Antonio, TX 78232
Services to be provided:
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name. /aN /9Eeleid
Position: Speeur
S igna u
N ame
Position:
S ignature
V oo
Name. GLEN/ SHELL
Position: DP6RHTi0ijS
S ignature
N ame..J,,v • <
S ignatufe"of President / CEO
Other Title: /.QesicteA
Date: /9/.."4/201a•-
IT Professional Services Agreement Revised June 2012
DEAF LINK INC.
10