HomeMy WebLinkAboutContract 44304 U
CITY SEM�rT
CONTRACT NO*,..
PROFESSIONAL SERVICES CONTRACT
WITH FOXFIRE PROFESSIONAL SERVICES
This Professional Services Contract ("ContracC') is made by the City of Fort Worth, Texas, a
municipal corporation situated In Tarrant, Denton and Wise Counties, Texas, with its principal location at
100;0 Throckmorton Street, Fort, Worth, Texas 76102, hereinafter called "City," and Foxfire Technologies
Corp.I individually and, doing business as Foxfire with its principal locabon at,1813 S. Markley St. Grenvillesc
29601, hereafter called"Contractor,"
1 SCOPE OF SE VICES
Contractor agrees to provide services for inventoiy and warehouse management solutions and plan
development consulting, as more specifically described in the attached, Exhibit A.
2. q0M,PENS
The,maximum amount to be paid to Contractor for all services performed and expenses incurred
hereunder shall not exceed$151,000($3,000 services plus$2,000 expenses).
3, TERM
Thi's agreement shall, be effective upon date of final execution and shall expire upon completion of all
services contemplated herein, but not later than June 30, 201�31].
4,, TERMINATION
City may terminate this Contract at any time for cause or convenience of the City by notice in writing
to Contractor. Upon the receipt of such, notice, Contractor shall 'immediately discontinue all services
and work and the, placing of all orders or the entering into contracts for all supplies, assistance,
facilities and materials in connection with, the Performance of this Contract and shall proceed to
cancel Promptly all existing contracts insofar as they are chargeable to this Contract,. Contractor
shall not be entitled to lost or anticipated profits should City choose to exercise its option to
terminate.
5" j,NQEMNI,E11QATI0N,- RELE6SE OE LIABILn
CONTRACTOR SHALL RELEASE FROM LIABILITY, INDEMNIFY AND HOLD THE CITY AND ITS
OFFICERS,AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR
EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO, ANY
PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF
CONTRACTOR OR SUBCONTRACTORS, WHICH, MAY ARISE OUT OF ANY NEGLIGENT ACT,
ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. CONTRACTOR SHALL
DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST
THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM
SUCH NEGLIGENT ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND
SATISFY ALL JUDGMENTS, WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM
OR ANY OF THEM IN CONNECTION, THEREWITH RESULTING FROM SUCH NEGLIGENT,
ERROR OR OMISSION.
& INDEPENDENT CQ!NTRACTOR
Contractor shall perform all work and services hereunder as an independent contractor and not as
an officer, agent or employee of-the City. Contractor shall have exclusive control of and the exclusive
n M�ght to, con,tol, the details of the work performed hereunder and all persons performing same and
shall be solely responsible for the acts and! omissions,of its agents,, employees and subcontractors.
Nothing herein shall be construed as creating a partnership or joint venture between the City and the
Contractor, its agents, employees and subcontractors,- and the doctrine of respondent superior shall
have no application as between the City and the Contractor,
OFFICIAL RECORD
110W
CITY 91 'M
UCEIVED MAR 2 6 2013 n womm,1rx
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7, IN�� ANCE
C,onsultant shall, provide the City with certificate(s) of insurance documenting policies of the
following minimu coverag e limits that are to be in effect prior to commencement of any work
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pursuant to this Agreement:
Cov,g,rage and imits
(a) Professional Liability (Errors and Omissions)
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Worker's Compensation -Statutory limits
Employees liability
$1001000 Each accident/occurrence
$1001000 Disease-per each employee
$500toolo 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, $tat,) and minimum policy limits for
Employers' Liability of$1001,000 each accident/occurrence, $500,000 bodily injury
disease policy limit and $100,000 per disease per employee
General Reguirements
(a) All applicable policies shall name the City as an additional insured thereon, as its interests,
may appear. The term City shall include its employees, officers, officials, agents, and
volunteers in respect to the contracted services.
(b) The worke rs' com ion policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
(c) A minimum of' Thirty (30) days notice of cancellation or reduction in limits of coverage
shall be provided to the City. Ten (10) days notice shall, be acceptable in the event of
non-payment of premium. Notice shall be sent to the Risk Manager, City of 'Fort Worth,
1000 Throckmorton, Foft Worth, Texas 76102,, with copies to the City Attorney at the
same address.
(d) The insurers for all policies must be licensed and/or approved to,do business in the State
of Texas, All insurers must have a minimum rating of A-V11 in the current A.M. Best Key
Rating Guidle, or have reasonably equivalent financial strength and so,lvenciy to the
satisfaction of Risk Management, If the rating is below that required, written approval of
Risk Management is required.
(e) Any failure on the part of the City to request required: Insurance documentation shall not
constitute a waiver of the Insurance,requirement.
PROFESSIONAL SERVICE$CONTRACT
Foxfire
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Y% Certificates of Insu ce ran evidencing that the Consultant has obtained all required
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insurance, shall be delivered to the City prior to Consultant proceeding, with any work
pursuant to this Agreement.
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B. PRQ.HIBITIO.N OF ASSIGNMEN i
Neither party hereto shall assign, sublet or transfer their interest herein without the prior written
consent of the other party, and any attempted assignment, sublease, or transfer, of all or any part
hereof without such prior written consent shall be void.
9. CHOICE OF W VENUE
This Contract shall be construed in accordance with the internal law of the State of Texas. Should
any action, at law or in equity, an*se out of the terms herein, exclusive venue for said action sihall be
in Tarrant County, Texas.
10. FQRCE MAJEURE
,Neither party shall liable for failure to perform its obligabons under this Contract if the performance is
delayed by reason of war, civil commlotion; acts of God; inclement weather, governmental
restrictions, regu:ilations, or'Interferences-, fires; strikes, lookouts, national disasters; riots; material
or labor restrictions; transportation problems, or any other circumstances which are reasonably
beyond the con'troll of the party.
11, CONFIDENTIAL INFORMATION
Contractor understands and acknowledges that Contractor will be provided with information that may
be confidential by law, rule,, statute, ordinance or legal order. Contractor shall not disclose any
information deemed confidential to any party who is not privy to or who does not have a special right
of access to said information. Contractor agrees to use confidential information for purposes of
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providing the services contemplated herein oral y as determined by the City. Disclosure of, or
unauthorized use of, any Confidential information by, Contractor is a material breach of this
Agreem Co
eat. If ntra i
ctor violates this provision, and n addition to any other remedies at law or in
e `ty that the City may have, the City may Immediately obtain injunctive relief in a court of
qui t I
competent Jurisdiction enjoining any continuing or further breaches and exercise any further
remedies as authorized by law. Contractor agrees to indemnify and ho:ld, the City harmless for any
claims or damages caused by Contractor's breach of this confidentiality provision,
12. RIHT TO AUDIT
During the term of this Agreement,, and at any time within three (3) years,following the expiration of
this Agreement, the City shall have the right of access to all information held 'in the possession of the
Contractor related to services performed under this Agreement, for audit purposes or otherwise.
Contractor agrees to provide access to such Information unless expressly prohibited from doing so
by court or other governmental order. Except in the event of an emergenc', the City will provide
reasonable advance notice of any intended audits and the need for the information, Contractor
agrees that it will keep records relating to the services provided hereunder for as long as required by
law.
13, NO
Any notice required to be given hereunder shall be given by certified mail, return receipt to the
PROFESSIONAL SERVICES,CONWCT
FoOre
Page:a of 5
following addresses:
if to City: If to Contractor:
City of Fort Wotth: Foxfi're
Aftn:TPW Traffic Management Attn: Tarnara Sterling
1000 Throckmorton Street 18 B S. Markley St
Fort Worth,Texas 76102 Greenville, SC 29601
EXECUTED on this the day olf 12013.
ACCEPTED AND AGREED:
CONTRAC '001 CITY OF FORT WORTH:
Name.- Fernando Costa
Title: C 0 0 Assistant City Manager
Date Date,*
ATTEST: ATTE,
A
B y w By:
07
Name. W Mary
0000 'lot
Title: City S cretary
S
APP 0 , AND LEGALITY:
By.
No Assistant City Attorney
k,,) oA 4 c,
PROFES,S1014AL SERVICES CONTRACT OFFICIAL RECOR'D
Foxfire Clio" C
Page 4 of 5
wol?ark rx
Exhibit A
Scope of Services
Pre Site Review Prep Call
Foxfire will conduct a call to review the goals for the assessment and,coordinate travel
arrangements
Pre Site Visit Data Gathering
Fox fire will provide a list of data to be gathered before;the onisite assessment
On S'Itel
Walk h f process impacted by the new WIVIS solution operation
Interview key team members
Observe existing processes
Discuss With management the WAS project goals and objectives, key business issues to
address, and potential areas for return on investment in WAS project
Gather information from ITS about infrastructure and interfaces to business systems
Post On Site Deliverable:and Follow Up(I weak)
Follow up and discussion regarding,the definition of the project, scope of functionality to be
deployed
Documentation development:Assessment report including Project Goals, Summary of
Business Issues, Estimate of Return, Project Plan, Level of Effort Statement of Work, Initial
Process Summary, Initial Interface Summary
Review deliverables with project team
PROFESSIONAL SERVICES CONTRACT
Fox-fire
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