HomeMy WebLinkAboutContract 42582 CITY SECRETARY
CONTRACT NOR wy
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 Richard Zavala, its duly authorized Assistant city Manager, and GeoNexus
Technologies, LLC. ("Consultant") a Michigan Corporation and acting by and through
William A. Heise, its duly authorized President.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for
the purpose of assessing their functional requirements, share lessons learned related to
challenges and obstacles, and provide recommendations for integrating Maximo and ArcG1S..
Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit
"A"describing the Scope of Work.
2, TERM,
This Agreement shall commence upon the date that both the City and consultant have
executed this Agreement ("Effective Date") and shall expire not later than December 15, 20111
unless terminated earlier in accordance with the provisions of this Agreement.
3, COMPENSATION.
The city shall pay consultant an amount not to exceed Twelve Thousand Three
Hundred Eightf our Dollars ($12,384) in accordance with the provisions of this Agreement.
Consultant shan not perform any additional services for the City not specified by this
Agreement Unless the city requests and approves in writing the additional costs for such
services. The city shall not be liable for any additional expenses of consultant not specified by
this Agreement unless the city first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The city or consultant may terminate this 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 be 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 as of 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, 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.
5. 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. 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 A NDIOR PERSONAL INJURY, INCLUDING
DEA TH, 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, 175
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS oFF1GER5, A OEN TS,
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) 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 such consent, the
assignee or subcontractor shall execute a written agreement with the City under which the
assignee or subcontractor agrees to be bound by the duties and obligations of Consultant
under this Agreement.
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
$17000,000 Each accident on a combined single limit basis or
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$2501000 Property damage
$5001000 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
$1001000 Each accident/occurrence
$100,000 Disease - per each employee
$5001000 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
(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
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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-DISCRIMI NATION 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:
City of Fort Worth/Water IT GeoNexus Technologies, LLC.
1000 Throckmorton 3135 South State Street, Suite 350
Fort Worth TX 76102-6311 Ann Arbor, MI 48108
Facsimile: (817) 392-8699 Facsimile: scan, email sheise@geo-nexus.com
14. SOLICITATION OF EMPLOYEES.
!Neither the City nor Consultant shall, during the term of this agreement and additionally
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.
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1 G. 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. CONSTRUCTION.
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 MA.JEURE.
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.
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.
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of , 20
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date:
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APPROVED AS TO FORMA AND LEGALITY:
By:
Assistant ity Attorney
M&C:
Date Approved:
GEONExUS TECHNOLOGIES, LLC.:
By:
William A. Heise
President
ATTEST:
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EXHIBIT A
STATEMENT OF WORK
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PROPOSAL TO CITY OF FORT WORTH, WATER DEPARTMENT FOR
IBMOMAXIMOO AND GIS INTEGRATION ASSESSMENT
FORTWORTH
lroo��
WATER
Prepared by
GeoNexuS TeChnologie5, LLC.
November 14, 2011
Gp�eo Nexus,
GeoNexus
Visual Perspective.Optimal Results I www.geo-nexus.com
Table of Contents
Introduction..................................................................................................................................................3
AboutGeoNexus Technologies.................................................................................................................3
Statement of Work.............................................................................................. ...............3
..........................
Deliverables............................................................................................................................... ..........5
CastSummary...............................................................................................................................................5
Proposal for IBM Maximo and Esri ArcGIS Integration City of Fort Worth,Texas n r° 2
Assessment Water Department November 2011
9 GeoNexus Technologies,All Rights Reserved_ Proprietary and Confidential
C n N IXL
Visual Perspective.Optimal Results I www. eo-nexus.com
Introduction
GeoNexus TechnologiesT" is pleased to provide this statement of work and fee proposal to the City of
Fort Worth,Water Department for an IBM® Maximo® and Esril ArcGISI Integration Assessment.
The City is using Maximo to track and manage work activities and ArcGIS for mapping and spatial query,
related to water and wastewater infrastructure assets. Each software package is used independently to
access common enterprise data, however there is a strong desire for integration in order to provide the
most accurate and up to date asset information to support the business. The City is taking steps to
prepare for future integration by upgrading Maximo and redesigning the water and wastewater
Geodatabase. In addition,the City is requesting services from GeoNexus Technologies to assess their
functional requirements,share lessons learned related to challenges and obstacles, and provide
recommendations for integrating Maximo and ArcGIS.
About GeoNexus Technologies
GeoNexus Technologies"" is a Management and Information Technology consulting firm with a specialty
in helping organizations operate more efficiently and solve complex business problems using GIS and
Enterprise Asset Management(EAM)technologies. GeoNexus helps clients with strategy, planning,
implementing, and integrating GIS technology to provide the visual perspective of data in order to
achieve optimal results.We are a leader in implementing IBM Maximo Spatial and tayloring the solution
to meet specific business needs. We have over 10 years of experience spatially enabling Maximo using
ArcGIS technology for utility and public sector organizations across North America.
Statement of Work
GeoNexus Technologies is providing the following statement of work to assist the City with Maximo and
ArcGIS integration planning.
Task 1—Integration Workshop
GeoNexus Technologies will participate in a 3-day workshop at the City of Fort Worth related to the
integration of Maximo and ArcGIS. The purpose of the workshop is to establish an understanding
among the City's project team as to what the Maximo and ArcGIS integration provides and how it can be
accomplished. We will begin with an overview of both Maximo and ArcGIS and discuss the integration
touch points. We will cover the challenges with integrating these technologies and some lessons learned
based on prior implementations. We will demonstrate and review the Maximo Spatial solution and
compare its capabilities to the City's functional requirements. We will also cover the implementation
process and technical requirements including architecture (hardware, software, network),database
(geodatabase design, asset classifications,domains, synchronization),and interfaces.The following
outlines the key discussion topics that will be covered during the workshop.
Proposal for IBM Maximo and Fsri ArcGIS Integration City of Fort Worth,Texas 3
Assessment Water Department November 2011
a GeoNexus Technologies,All Rights Reserved. Proprietary and Confidential
GeoNexus
Visual Perspective.Optimal Results I� www.geo-nexus.com
EMENEw
a) Technology Overview
b) Water Departments Functional and Integration Requirements
• Work and Asset Management
• Data Maintenance
• Reporting
c) Database Alignment
• Geodata base feature classes and Maximo asset classes (assets and locations)
• System of record
• Asset creation workflow(asset data editing and maintenance)
• Synchronization process(impacts of Geodatabase versioning and replication)
• Handling linear"splits"
d) Map Visualization
• What data is required on the map
• How will work orders be stored and rendered
e) Infrastructure Needs
• Hardware
• Softwa re
• Middleware
Assumptions
• 3 days on site at the City(Tues.—Thurs.), Monday and Friday reserved for travel.
• The workshop agenda will be discussed and finalized with the City.
• The City will schedule the attendees and provide adequate meeting space and AV equipment.
Task 2—Assessment Report
After the discovery and requirements workshop, GeoNexus Technologies will prepare a report of our
findings and recommendations. The report will include a summary of the City's business needs and
high-level integration requirements.The report will also include recommendations for the following:
• Approach for integrating ArcGIS and Maximo based on the City's requirements.
• Approach for data management including identifying system of origin,system of record, use of
shared fields, handling pipe splits, and synchronizing edits made between GIS Maximo.
• Approach for managing the asset lifecycle between ArcGIS and Maximo including workflow
events triggering asset creation, modification, and retirement.
• Approach for database alignment between ArcGIS and Maximo including the identification of
key fields and unique identifiers.
• High-level system architecture to support the integration between GIS and Maximo
Proposal for IBM Maximo and Esn ArcGIS Integration City of Fort Worth,Texas f 4
Assessment Water Department November 2011
0 GeoNexus Technologies,All Rights Reserved. Proprietary and Confidential
GeoNexuS
Visual Perspective.Optimal Results i� www.geo-nexus.com
• Version level compatibility between Maximo, Maximo Spatial, and ArCGIS including core
software, database management system,and operating system.
Assumptions
• The report will be approximately 10-15 pages in length.
• A draft report will be provided to the City for review and comment.
• A final report will be provided that includes revisions based in City input.
Deliverables
1. 3-day workshop on site at the City of Fort Worth.
2. Assessment Report in Microsoft Word and PDF format.
Cost Summary
GeoNexus Technologies is proposing the following fees to perform the tasks described in this statement
of work.The fees are based on our understanding of the project requirements and stated assumptions.
We are also providing an estimate for travel related expenses which will be invoiced at actual cost.
ITEM H RS FEE
Task 1--Workshop(includes prep time) 32 $5,280.00
Task 2--Report 32 $5,280.00
Total Services $10,560.00
Estimated Travel Expenses $1,824.00
Total Project $12,384.00
Proposal for IBM Maximo and Esri ArcGIS Integration City of Fort Worth,Texas 5
Assessment Water Department November 2011
n GeoNexus Technologies,All Rights Reserved. Proprietary and Confidential
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