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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 Buxton Company ( "Consultant'), a Texas Corporation and
acting by and through David Glover, its duly authorized CFO.
1. SCOPE OF SERVICES. �n
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Con ant hereby agrees to provide the City with professional consulting services for the
purpose of . 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. The purpose of this scope of services is to outline and review the specific
capabilities offered by Buxton as well as the associated benefits and costs. There are two analytic
components within this Scope of Services and they are outlined below. Fees associated with
deliverables and timeframes for completion are summarized on the signature page of this document.
2. TERM.
This Agreement shall commence upon the last date that both the City and Consultant have
executed this Agreement ( "Effective Date ") and shall continue in full force and effect until completion of
all services contemplated herein but no later than November 30, 2011, unless terminated earlier in
accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $23,000 in accordance with the provisions
of this Agreement and the attached Scope of Services, Exhibit A. Consultant shall not perform an
additional services for the City not specified but 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 the Agreement unless the City first approves such expenses in writing.
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
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
Professional Services Agreement
Buxton
Page 1 of 8 OFFICIAL RECORD
r CITY SECRETARY
FT. WORTH, TX
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, 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 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.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
Professional Services Agreement
Buxton
Page 2 of 8
HARMLESS AND DEFEND 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 CONSULTANTS BUSINESS AND ANY
RESULTING 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 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
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
Professional Services Agreement
Buxton
Page 3 of 8
(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. 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 shall be endorsed to name the City as an
additional insured thereon, as its interests may appear. 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 of coverage 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 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:
To The CITY: To CONSULTANT:
Professional Services Agreement
Buxton
Page 4of8
City of Fort Worth/ Water Department
1000 Throckmorton
Fort Worth TX 76102 -6311
Facsimile: (817) 392 -8699
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.
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
Professional Services Agreement
Buxton
Page 5 of 8
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS / 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]
Professional Services Agreement
Buxton
Page 6 of 8
IN WITNE S WHERE , the parties hereto have executed this Agreement in multiples this 15 t day of
1)&e f- i" 2004.
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: /.2/23�/
ATTE T: p�
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a
City Secretary OA�l�
APPROVED AS TO FORM AND LEGAL
B'
Males 'a B. Far
Assista t City Attorney
Professional Services Agreement
Buxton
Page 7 of 8
Buxton Company:
By:
N Ym e:�
Title:
Date:
AT
E iiiM&C REQUIRED
OFFICIAL RECORD
CITY SECRETARY I
FT. WORTH, TX i
EXHIBIT A
STATEMENT OF WORK
Professional Services Agreement
Buxton
Page 2 of 8
E
1Dentifyi ng Customers
Fort Worth Water Department
Scope of Services
Scope of Services
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton
Terms
Signatures
uB y�Lon®
IDentifying Customers-
Scope of Services
Buxton will perform two different profile analyses, the customer payer type profile analysis and the
consumption by household type profile analysis. The customer payer type profile analysis will determine who
your customers are for each payer type by using psychographic consumer segmentation. The profiles will
reveal which payer types show commonalities with regard to core customer composition and then will
provide insight into the potential consolidation of payment type options.
The consumption by household type profile analysis will model average consumption rates by psychographic
consumer segment. The results of this process will allow Buxton to flag specific residential customers whose
actual annualized water consumption registers at levels significantly above the modeled normal consumption
pattern for that household type. Armed with this information Fort Worth Water will be able to target in a
prioritized manner customers in need of services such as home and landscape consults and conservation
incentive programs.
The purpose of this scope of services is to outline and review the specific capabilities offered by Buxton as well
as the associated benefits and costs. There are two analytic components within this Scope of Services and they
are outlined below. Fees associated with deliverables and timeframes for completion are summarized on the
signature page of this document.
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 28uxton
Buxa-ons
IDentifying Customers-
Customer Payer Type Profile Analysis:
Customer profiling determines who your customers are for each payer type by using psychographic consumer
segmentation. Consumer segmentation is a tool that will classify each Fort Worth Water customers into one of
sixty individual cohort groups which are defined by households which share similar lifestyle, life stage,
attitudinal, behavioral and financial characteristics and indicators. These household level characteristics and
indicators used for the purpose of segmenting out the Fort Worth Water customers are derived from hundreds
of data points which are warehoused by Buxton for analytic purposes.
Buxton will utilize your actual customers' addresses to geo -code and append segmentation codes. Buxton
then identifies which segments are most important to each payer type and should be considered "core
customers" for that payer type. Once Buxton identifies your core customer segments by payer type we can
quantify the number of potential households for each payer type within your service area or portion of your
service.
The immediate benefits of this profile analysis are twofold. First, the profiles will reveal which payer types
share commonalities with regard to core customer composition. By understanding these commonalities Fort
Worth Water can make a data driven assessment of how to potentially consolidate payment type options.
Second, by utilizing SCOUT Fort Worth Water will be able to easily count potential core customers by type at
any radial or drive time geography around any given potential payment point within their service area. For
example, this second application will let Fort Worth Water know how many potential core customers for
PayStations live within two minutes of a potential PayStation location under evaluation.
The deliverables for this analysis will be as follows:
• Executive summary
• Actual customer profile(s)
• Mosaic Segmentation Description Guide online
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton
Btrkton
IDentifying Customers-
Consumption by Household Type Analysis:
The Consumption by Household Type analysis is designed to model average consumption rates by
psychographic consumer segment.
Buxton will append its household level segmentation to Fort Worth Water's residential customer and customer
transactions (water consumption rates over time). With segmentation appended Buxton will then group Fort
Worth Water customers by household type and then determine average consumption rates by each discrete
household type. The results of this process will allow Buxton to flag specific residential customers whose
actual annualized water consumption registers at levels significantly above the modeled normal consumption
pattern for that household type.
Armed with this information Fort Worth Water will be able to target in a prioritized manner customers in need
of services such as home and landscape consults and conservation incentive programs.
The deliverables for this analysis will be as follows:
• Database file of Fort Worth Water customer records with segment and consumption deviation
appended
• Executive summary presentation with methodology and summary statistics
• Mapped results of customers and thematic shading of customers identified with above average
consumption. This mapping will be done through SCOUT which is Buxton's web -based GIS portal.
Access to SCOUT will also allow Fort Worth Water to access Custom Variable Reporting (granular
demographic, socio - economic market variables) and Segmentation Profile tools (building segment
profiles for user specified geographies).
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton
Btrkton®
IDentifying Customers-
Scope of Services:
Cost
Timeline
Customer Payer Type Profile Analysis
• H2Online (Web Presence)
• IVR (Both Credit card and check by phone)
• In Person ( At the two satellites in Grocery stores and at the City
Hall Annex; Southwest Bank building will open in July)
• Bank Draft
• Mail payment (lockbox)
• Customer's Bank (E- Lockbox)
$10,000
• PayStations (working to get Fidelity Express service but other
stores like Ace Hardware and so forth take payments and send us
checks)
• Other (Night drop box, etc...)
30 Business Days
Consumption by Household Type Analysis
$10,000
post data
SCOUT
verification. Each
Buxton's web -based GIS portal which allows Fort Worth Water to
analysis and
interact with Buxton's analyses by viewing and counting core
SCOUT activation
customers by type as well as interacting with plotted customers by
will be produced
modeled consumption levels.
concurrently.
Activated
In addition Fort Worth Water's SCOUT subscription will allow one
power user to access the following tools:
1. Custom Variable Reporting — the ability to pull custom on
the fly reports on demographics and thousands of
$3,000 per year.
additional market variables that allow you to understand
the dynamics of the residential and workforce base within
Fort Worth and wholesale client cities.
2. Mosaic Profiling — the ability to pull household and
workforce segmentation profiles for any radial, drive time
or custom geography. Used in conjunction with the online
Mosaic Segmentation Description this is a valuable tool in
understanding the composition of a given area.
Total Scope of Services:
$23,000
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton
Buxtrono
IDentifying Customers-
Tern
s
The total scope of services is due as follows: A deposit equal to 50% of the total is due upon execution of this
agreement, with the remaining balance due in net 10 days from provision of the final presentation of
deliverables. Any additional scope of service requests and travel reimbursements associated with this
agreement are to be mutually agreed upon by both parties in advance and are due in net 10 days from the date
of invoice.
This contract will cover 12 months access to SCOUT and all of the analysis included in this agreement. Access
to SCOUT under this contract will end December 15, 2012.
Please Note: This proposed scope of services and the fees associated with it will be honored through December
15, 2011.
Signatures
Agreed and Accepted:
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Signature Signature
David Glover
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Printed Name Printed Name
CFO
Title Title
November 22, 2011
Date Date
APPROVED AS TO RM AND LEGALITY:
Aaaiatan City—xtio=ey
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton