HomeMy WebLinkAboutContract 39109 CITY SECRETAFRY
C"ONTRACT NO,
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Fernando Costa, its duly
authorized Assistant City Manager, and EMA("Consultant"), a Minnesota Corporation, and acting by and
through Nancy B. Lerner, its duly authorized Vice President.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of Technical Augmentation Services. 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. TERM.
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement ("Effective Date") and shall expire one (1) year from the Effective Date unless terminated
earlier in accordance with the provisions of this Agreement. This Agreement may be renewed for two
additional one-year terms at the City's option. The City shall provide Consultant with thirty(30)days written
notice of its intention to renew this Agreement.
3. COMPENSATION.
The City shall pay Consultant per the terms of individual executed work orders in accordance with
Exhibit B"Professional Hourly Rates and Permanent Placement Cost,"which such total aggregate amount
shall not exceed $100,000. Exhibit"B" is attached hereto and incorporated for all purposes incident to this
Agreement. Each individual work order shall be listed as Appendix B-1, Appendix B-2, Appendix B-3 and
so forth, and each work order shall be attached and incorporated into the Agreement. Each work order
shall set forth the name of the personnel to provide the services, the specific project to which the
personnel will be assigned; the specific services to be provided by the personnel; the start and end date of
the personnel; the hourly rate or salary of the personnel; and any other regulations as agreed to by the
parties that may apply to the specific personnel.
4. TERMINATION.
4.1. Written Notice.
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 shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
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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.
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 and prior to the
termination 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.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the 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, 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 granted herein, and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, 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.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING
REASONABLE ATTORNEY'S FEES AND OTHER PROFESSIONALS AND COURT ARBITRATION
OR OTHER DISPUTE RESOLUTION COSTS), TO THE EXTENT CAUSED BY THE NEGLIGENT
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ACT(S) OR OM/SS/ON(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT,
ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT
OF OR /N 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 under this Agreement prior to the assignment. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
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 accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
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
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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 accidentfoccurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
(d) Technology Liability(Errors&Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
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.
Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two(2)years following completion of services
provided as long as such coverage is commercially available. An annual
certificate of insurance shall be submitted to the City to evidence coverage.
10.2 Certificates.
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. All policies, except Workers Compensation/Employers
Liability and Errors and Omissions policies, shall be endorsed to name the City as an
additional insured thereon. The term City shall include its employees, officers, officials,
agent, and volunteers in respect to the contracted services. Any failure on the part of the
City to request required insurance documentation shall not constitute a waiver of the
insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction
in limits by endorsement shall be provided to the City. Ten (10) days notice shall be
acceptable in the event of non-payment of premium. Such terms shall be endorsed onto
Consultant's insurance policies. 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.
11. COMPLIANCE WITH LAWS,ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with 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 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
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representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To The CITY: To CONSULTANT:
City of Fort Worth/Water Department EMA, Inc.
1000 Throckmorton 2180 West State Road 434, Suite 6100
Fort Worth TX 76102-6311 Longwood, FL 32779-5013
Facsimile: (817) 392-8699 Facsimile: (407) 865-6615
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 POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the 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.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
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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 I MODIFICATIONS/EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between 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. 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 into this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN " ITNESS WHEROEQ— the parties hereto have executed this Agree ant in multiples this day of
Bi.
CITY OF FORT WORTH: Male011
s is B. Farmer
Assistant City Attorney
By:
Fernando Costa -
Assistant City Manager
EMA, Inc.:
Date: /
By: - r
' —
ATT ST: ,i _ Nam n y B.,L�rner
Title: Vict President
Marty Hen ix Date:_ l
City Secretary
ATTEST:
APPROVED AS TO FORM AND LEGALITY:
By: '' \
rOFFICIAL RECORD
IIT�Y SECRETARY
Professional Services Agreement t 1.W,�Q�,TI"I' TX
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EXHIBIT A
STATEMENT OF WORK
EMA will provide Technical Augmentation Services for the IBM Maximo MMS application. These services
may include:
• On-demand system maintenance and support
• System programming
• Advanced system analysis, configuration, and implementation
• Staff technical training
• Automated software testing/troubleshooting
• Project management and planning
• Documentation preparation and production
• Other services as needed
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EXHIBIT B
PROFESSIONAL HOURLY PATES;
Standard
Classification/Position
Rate* Rate*
IBM Maximo MMS Project Manager $230 $299
IBM Maximo MMS Application Administrator $190 $247
IBM Maximo MMS Application Architect $190 $247
IBM Maximo MMS Lead/Senior Business Data Analyst $210 NA
IBM Maximo MMS Lead/Senior Integration $170 $221
Specialist/Programmer
IBM Maximo MMS Integration Specialist/Programmer $150 $195
FSeniorDocumentation Specialist $90 NA
e President/Principal In Charge $270 NA
* Rates valid through April 2010 and then subject to an annual increase of no more than 5%.
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/8/2009
DATE: Tuesday, September 08, 2009 REFERENCE NO.: C-23770
LOG NAME: 60EMA TECHNICAL AUGMENTATION
SUBJECT:
Authorize an Agreement with EMA, Inc., to Support the Water Department's Information Technology
Systems in an Amount Not to Exceed $100,000.00
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an Agreement with EMA, Inc., to support the Water Department's Information Technology
Systems in an amount not to exceed $100,000.00; and
2. Authorize this Agreement to begin September 1, 2009, and expire August 31, 2010, with options to
renew for two additional one year periods.
DISCUSSION:
On August 12, 2003, (M&C C-19708) the City Council authorized the Water Department to implement a
series of strategic Information Technology Systems. The implementation includes the migration of paper-
based water and sewer data into the City's Geographic Information System, the implementation of a
Customer Relationship Management System to support customer service and billing operations and the
implementation of a Maintenance Management System that will help manage the life-cycle costs of the
Water Department's assets. These information technology systems are now core components of the
department's business. In lieu of hiring additional information technology staff to support these core
systems, the Water Department has elected to augment its internal Information Technology (IT) staff with
companies having established success supporting the aforementioned systems.
The Water Department had contracts with three vendors to provide these services. Those contracts
expired in 2008. A new RFP was initiated to continue the use of third party vendors to supplement Water
Department staff for support PeopleSoft Customer Relationship Management (CRM) System; Maximo,
Maintenance Management System, and BEA Weblogic middleware software used for integration.
PeopleSoft Customer Relationship Management (CRM) System; Maximo, Maintenance Management
System and BEA Weblogic middleware software used for integration. The expectation was to select
multiple qualified vendors to support these core systems. An evaluation team of Water Department
employees evaluated the proposals received. The primary factors for the review included: 1) ability to
comply with RFP requirements; 2) relevant experience and qualifications of proposed service personnel;
3) quality and thoroughness of response; 4) M/WBE participation; and 5) proposed contract price. Six
vendors responded with proposals to provide technical augmentation services. After an extensive
evaluation, it was determined no vendors provided significant support services for the Peoplesoft CRM
system and the BEA Weblogics middleware software.
One vendor was found to provide the needed support for the Maintenance Management System. EMA,
Inc., satisfies the requirements for the Maintenance Management System, Maximo. Task orders will be
Logname: 60EMA TECHNICAL AUGMENTATION Page 1 of 2
issued to EMA when their services are required. The total expense to this vendor will not exceed
V00,000.00.
Tasks needed are to continue development of the Maximo mobile environment, redesign inventory
screens for improved business processes for warehouse operations and to enhance peak performance of
the Maximo application.
M/WBE - EMA, Inc., is in compliance with the City's M/WBE Ordinance by committing to 10 percent
M/WBE participation. The City's goal on this project is 10 percent.
RENEWAL OPTIONS - This Agreement includes options to renew for two additional one year terms. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Water and Sewer Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
PE45 539120 0604012 $50,000.00
PE45 539120 0704012 $50,000.00
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: S. Frank Crumb (8207)
Additional Information Contact: Barbara J. Wilson (8272)
ATTACHMENTS
1. EMA Compliance.pdf (CFW Internal)
2. WATER&SEWER FUND.doc (CFW Internal)
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