Loading...
HomeMy WebLinkAboutContract 42894aw"aumm PROFESSIONAL. SERVICES AGREEMENT This PROFESSIONAL,- SERVICES AGREEMENT ( "Agreemene) is made and, entered into by and between the CITY OF FORT WORTH (the "City"), a home mile municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by' and through Tom Higgins, its duly authorized City Manager. and Victory Services LLC ( "Consultant'),: a California software consulting firrii and acting by and through Victoria D'Amelio, its duly authorized president and CECX. 1. SCOPE QF SERMICES, Consultant hereby agrees to provide the City with professional consulting services for the technical design, implementation, and configuration of forms,; workflows, document and content management, training and .business processes development and reengineering using = Sklre's Unifier- software. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided, °hereunder. 2. This Agreement', shall commence upon February 10, 2012 and. shalt expire on February, 10, 2013, unless terminated earlier in accordance with the provisions of this Agreement This Agreement may be renewed :for'up to two additional one -year terms at the City's option. 3. COMPENSATION. 4.2 Non-approodation 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 shall have been appropriated: 4.3 Duties and Obtlgations 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. Professional Services Agreement Victory Services, LLC Page t of 10 OFFICIAL RECORD! CITY SECRETARY FT. WORTH, TX 6. Consultant existing or potenti" event that any cor agrees immediate] agents and empic confidentiat and'st of the City. Consul unauthorized user Consultant shall n compromised or is & RIGHT T at no additionali w working hours to e space in order to Consultant reason Oonsuit>ah ereby warrants to the City that Consul conflicts of interest related" to Consul its of interest arise after the Effectivf IATION. e full disclosure in writing of any is under this Agreement,. In the Agreement, Consultant hereby; ultent, for Itself and its officers, in provided to it by the City as vithout the prior written approval ,ure manner and shall not allow' City. Information' in any way. f any City information has been, ns of this section. The City shall give:: it agreements hereunder o provision to expiration' of three (3) years .after final payment of the subcontract, have access to and the right to examine at reasonable times any directly perti "nent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shah 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 noboe of intended audlts 7.' INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant- shall operate:' as an independent contractor at to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject: to and in sic cordance 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 Cty, 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. a. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD' HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE Professional Services Agreement Victory Services, LLC Page 2 of 10 OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESUL77NG LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEVENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,; AGENTS, SERVANTS OR EMPLOYEES 9. ASSIGNMENT AND SUBCOffftACTINQ. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City, If the City grants consent to an assignment, the' assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract; the subcontractor shall execute a wrftn agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duty and obligations of the Consultant under this Agreement as such duties and obligations, may apply; The Consultant stall provide the City with a fug executed copy of any such subcontract. Consultant shall provide the City with cerfifiGate(s ) , of insurance documenting pot s`of the fboovAng minimum coverage limits that are to be in ~ prior to commencement of any work pursuant' to this Agreement 101 Coverage ad mil (a) Commercial General Liability $1,000,000 Eactt Occurrence $1,000,000 A9gregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $5W'000 Bodily injury per person per occurrence $100,000 Property damage 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 vehic:WR shall be any vehicle owned, hired and non -owned (c) Worker's Compensation Statutory limits Employer's liability` $100,000 Each acxndentloccurreme $100,000 Disease - per each employee $500,000 Disease - policy limit This overage may be written as follows. Workers` Compensation and Employers" Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 -» 1,01 et seq. Tex Rev. Clv. Stat) and minimum policy limits for Employers' Liability of $100,000 each accidentloccunrence. $500,000 bodily injury disease policy limit and $100,000 per disease per employee Professional Services Agreement victory Services, LLC Page 3 of 10 (d) Technology Liability (E &O) $1,000,000 Each Claire Urhit $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 (N) Fraud, Dishonest or Intentional Acts with final adjudication language Technology overage, may be provided through an endorsement, to the Commercial General Liability (CGL) policy; or a separate policy specific to Technology E &D. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Consultant and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, With a retroactive or prior acts date that is on or before the effective date of this 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) clays 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 78102, with copies to the City Attorney at the same address, (d) The insurers for all policies roust be licensed and/or approved to do business in the State of Texas,. All insurers must have a minimum rating of A- 'Ulf 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 worts pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. Professional Services Agreement Victory Services, LLC Page 4 of 10 12. QW-Q1 CRIMINAT -10N 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 Consultants duties and obligations hereunder ; 4 shall not discriminate in the treatment or employment of any individual or group of Individuals on arty basis prohibited by law; If any claim arises from an alleged violation of this non- discrimination covenant by ComItant, its personal representatives, assigns, subcontractors or Success= in interest, Consultant agrees to assume such liability and to Indemify and defend the City and hold the City harmless from such Bairn. 13. Notices required pursuant to the provisions of this Agreement shall be conclusively determined th 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) rived by the other party by', United States Mail, registered, return receipt requested, addressed as follows: To The CITY; To CONSULTANT City of Fort worth Vichy Services LLC Attn: Kristin Glass, Capital Systems Mgt, Attn: Victoria IYAmelio,'CEO 1000 Throckmorton 6285 Lido Ct. Fort Worth TX 76102 -6311 Newark, CA 94560` Facsimile: (817) 352 -8502 Facsimile: (510) 796 -6045 14. SC?6ICITATIOL4 OF EMPLQXEES. 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 ar 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. 16. CQC VERtr MENTAL POWERS' It Is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of Its governmental paws. 18. NO WAIVI=R< 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 Consultanrs respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17 GOVERNING LAW I VENUE. This Agreement shall be construed in accordance with the internal lays of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the united States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. Professional Services Agreement Victory Services, LLC Page 5 of 10 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 farce majeure or other causes beyond their reasonable control (force majeure} including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by arty governmental authority, transportation problems and/or any either similar causes. 20. HEADINGS NOT CONTROLLING. Headings and: titles used In this Agreement are for reference purposes only and shalt not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this 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 partyhereto 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 successprs'in interest, as to the matters contained herein. Any prior or contemporaneous oral orwritten 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 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. SIGNATURE AUTHORITY. Professional Services Agreement Victory Services, LLC Page 6 of 10 Professional Services Apreem nt Vlctory Services, LLC Pape 7 of 10 h ; `,W� i APPRI EXHIBIT A Professional Services Agreement Victory Services, LLC Page 8 of 10 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX : STATEMENT OF WORK Using Unifiers development environment, consulting work is needed to support system administrative and development activities. Consultant will provide the following services • specific administrative functions to support various business processes • development of business processes to support enterprise capital 'planning module and other capital project delivery functions • other consulting work, as needed and identified, to support functionality developed or to be developed in response to process reengineering, development efforts and system upgrades. This consulting contract; is based on hourly work completed by consultant. Task assignments will be made via email and webex. Payment Schedule: Payments will be rendered at $ 100 per consulting, hour upon;TASK completion. Tasks will vary throughout the contract period, depending,; upon system configuration and other needs during, contract period. EXHIBIT B Professional Services Agreement Victory Services, LLC Page 9 of 10 VERIFICATION OF SIGNATURE AUTHORITY Professional Services Agmement Victory Services, LLC Pays 10 of 10