HomeMy WebLinkAboutContract 44623C8� SC-CR�T� �
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WOR7H (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 Signature Automation, LLC, and acting by and through Rick
Hidalgo, its duly authorized President, Contracts, each individually referred to as a"party" and
collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A— Statement of Work plus any amendments to the Statement of Work
3. Exhibit B— Payment Schedule
4. Exhibit C— Milestone Acceptance Form
5. Exhibit D— Network Access Agreement
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of providing implementation services fo upgrade the City's existing Wonderware based
generator and compressor control system for the Fort Worth Water Department (FWWD) at the Village
Creek Wastewater Treatment Plant. Such services shall include, but not be limited to, interface
programming, configuration, and data migration. 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 shal! commence upon the date that both the City and Consultant have executed
this Agreement ("Effective Date") and shall continue in full force and effect until project completion ("Initial
Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial
Term, this Agreement shall not be renewable.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $19,900.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City reque5ts 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.
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4. TERMINATION.
4.1. For Convenience.
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 paymenfs herein agreed upon for which funds have been appropriated.
4.3 Duties and Obliqations 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. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement.
5. DISCLOSURE OF CONF�ICTS 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 empioyees, 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 approvai
of the City. Consultant shaii 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.
Consuitant 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, or the final conclusion of any audit commenced during the said three years, 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 ha�ie 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, or the final conclusion of any audit commenced during the said three years
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 fo all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
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provisions of this paragraph. City shall give subcontractor reasonabie notice of intended audits.
INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and work performed under this agreement, 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. Consuitant acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and
Consuitant, 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. It is further understood that the City shail in no way be considered a Co-employer or
a Joint empioyer of Consultant or any officers, agents, servants, employees or subcontractors of
Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of
Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,
agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INC�UDING 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(Sj, MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMRLOY4�E�, �ROM AND AGAIN�T ANY AND ALL CLAIi1iiS OR LA1iiISUITS OF AfVY KIfVD OR
CHARACTER, WHETHER REAL OR ASSERTED, 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, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEG�IGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and
expense, any claim or action against the City for infringement of any patent, copyright, trade
secret, or similar property right arising from City's use of the software and/or documentation in
accordance with this agreement. Consultant shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. If the software and/or documentation or any part thereof is held to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such
use is materially adversely restricted, Consultant shall, at its own expense and as City's sole
remedy, either: (a) procure for City the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
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compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Consultant, terminate this agreement and refund to City the payments actually made to
Consuitant under this agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obiigations 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 of the Consultant under this Agreement prior to the
effective date of 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 Coveraqe and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
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
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(d) Technology Liability (E&O)
$1,000,000 Each Claim Limit
$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
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
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. Any deductible will be the sole responsibility of the Prime
Vendor 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 foilowing 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 empioyees,
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) 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, Fort
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- VII 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 work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS. ORDINANCES, RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also 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.
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12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personai representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of ConsultanYs 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:
City of Fort Worth
Attn: Fernando Costa, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
Signature Automation
Attn: Rick Hidalgo, President
4347 W. Northwest Hwy.
Dallas, Texas, 75220
Facsimile: (469)619-1242
14. SOLICITATION OF EMP�OYEES.
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. Notwithstanding the foregoing, this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
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 nr�t constitute a waiver of the City's or
ConsultanYs 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 laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
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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, 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 siniilar causes.
20. HEADINGS NOT CONTROLLiNG.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision 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 party hereto unless such amendment is
set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGI2EEMENT.
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, arrd 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 in entering into this Agreement.
25. COUNTERPARTS.
This Agreement may be executed in one or more caunterparts and each counterpart shali, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
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26. 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
shail 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.
27. MILESTONE ACCEPTANCE.
Consultant shall verify the quality of each deliverable before submitting it to the City for review and
approval. The City will review all deliverables to determine their acceptability and signify acceptance by
execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects
the submission, it will notify the Consultant in writing as soon as the determination is made listing the
specific reasons for rejection. The Consultant shail have ten (10) days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably
withheld.
28. NETWORK ACCESS.
If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for
purposes of this section "Consultant Personnel"), requires access to the City's computer network in order
to provide the services herein, Consultant shall execute and comply with the Network Access Agreement
which is attached hereto as Exhibit "D" and incorporated herein for all purposes. Further, Consultant
shall be responsible for specifically notifying all Consultant Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the City's
Network as set forth in Exhibit "D."
(a) Consultant shall be responsible for any City-owned equipment assigned to Consultant
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Consuitant, and/or Consultant Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Consultant Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Consultant Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7 (a
copy of which will be made available to Consultant upon request)
(e) Any document created by Consultant Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding
public information
(f) Consultant Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) Ail network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Consultant
Personnel no longer require Network access
(i) A breach of any of the foregoing, and/or Exhibit "D," by Consultant, or any Consultant
Personnel, may result in the revocation of the Network access privileges and/or
termination of this Agreement
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29. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant
shall verify the identity and employment eligibility of all employees who perForm work under this
Agreement. Consuitant shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to pertorm
such services. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or
liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
30. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicabie after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the
dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit
the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration
Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by
the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties
shall share equally in the costs of the mediation. If the partiss cannot resolve the dispute through mediation,
then either party shall have the right to exercise any and all remedies available under law regarding the
dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance
with this informal dispute resolution process, the parties agree to continue without delay all of their
respective duties and obligations under this Agreement not affected by the dispute. Either party may,
before or during the exercise of th� informal dispute resolution pracess set forth herein, apply to a court
having jurisdiction for a temporary restraining order or preliminary injunction where such relief is
necessary to protect its interests.
[Signature Page Follows]
Professional Services Agreement
City of Fort Worth Signature Automation
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IN VITN�SS WHEREOF, the parties hereto have executed this Agreement in multiples this ��'c day of
� , 20�.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: �,�.
Fernando Costa
Assistant City Manager
Date: '��0�3
A1
SIGNATURE AUTOMATION, LLC:
���� � �
By: �
Rick Hidalgo, E.
President
Date: �5�� � "� '2 � ��� I '�
�
i
By�/ `" " o�+�
Maleshi B. Farmer
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:
Date Approved:
OFFICIAL RECOfdD
CI'p'Y SECRET�RV
�'. WOi�T�i, �"�
Professional Services Agreement
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APPROVED AS TO FORM AND LEGALITY:
EXHIBIT A
STATEMENT OF WORK
L�`t?l� fTl��l�I G
�Automation
4347 tV. \orth�rest FAYv
Suite 12D, k270
Dnllas, l'X 75220
469-2�{8-6840
October 16, 2012
Mr. Buster Fichera
Assistant Director
City of Fort Worth
4500 Wilma Lane
Arlington, Texas 7601?
Subject Propasll for Application Development Services for Fort Worth's Village Creek
�Vater Reclamation I'acility's Generator and Compressor System
Dear Buster:
Signature Automation, LLC is pleased to provide the City of Fort Worth with a scope af
work and fee associlted with the Village Creek Water Reclamation Facility's Generator
and Compressor System Upgrade Project. We have reviewed the current application and
developed the lttached scope of work based on our �uiderstanding of thz work associated
��ith the HMT applicltions development. vi cousideration of the scope of work attacl�ed,
Si�;naturz Automation proposes to provide the application development services for a
lump sum fee of �19,900.00.
On behalf of Signature Automation, I would like to express my sincexe appreciatioi� to
the City of Fort Worth for being offered this opportunity to provide our services to you.
We look forward to hearing from you, Feel fi�ee to call me at 214-437-7512 shouid you
have any questions in this regard.
Sincerely, ,_.,,,
�ti��.,�-`• f
'� r - _:>
Rick IIidalgo, �';E.
President �
Signature Automation, LLC
TBP� Pirm #1�711
CC: Brett Whitaker
Attachment(s)
Ciry of Fort Worth Signature Automation
Exhibits A, B and C to Professional Services Agreement
Page 1 of 7
City of Fort Worth Viiiage Creek Wastewater Treatment Plant
Generator and Compressor Upgrade Project
Signature Automation, LLC's Applicatians Development Scope of Services
5ignature Automation will upgrade the existing Wonderware based generator and compressor
control system at City of Fort Worth's (CoFW) Village Creelc Wastewater Treattnent P1anC. Services
will inctude Human Machine Interface (HM[) programming, conFiguration, historian and reports
mibration, commissioning at�d training as outlined herein.
In general, Signature Automation's ssrvices include the foilowing scope of work for this project:
1. 5ubmittals
2. Migration of existing Wonderware system to new Wonderware system.
3. Creation of new and modification to existing process graphics displays withiu Wonderware.
4. Migration of existing historical data and reports.
5. Configuration of Win911.
6. Final documentation
7. System testing
II. Operator and Maintenance training
9. Project management
10. Clericai
11. Other direct costs related to the execution of this work.
�FX�IIuI�IIiZ17►F7
Signature Automation has made the Following assumptions u7 cleveloping this scope of work.
1. The purchased hardware and software shall be delivered to Signature Automation to be
used as a development system. Upon complerion of work, Signature Automation wiU deliver
the hardware and software to the City of Fort Worth in preparation for fteld startup.
2. The Owner andJor Owner's Representative shali provide the PLC memory mapping or tag
naming of the new PLCs to Signature Automation to complete development.
3. Signature Auto:nation is not responsible for delays due to negligence, non-performance,
unanticipated slippage of delivery dates caused by others.
4. Signature Automation is not responsible for probtems associated with any third-party
software (EiMI, PLC, drivers, operating system, etc.)
5. Signature Automation is not procuring any hardware or software for this assignment. All
tiardware and software, along with associated licenses are being pravided by others.
6. Owner shall provide an electronic bacicup file of all HMI programming that is to be
upgraded and modified by Signature Automation.
7. The telephone line required for dle Win911 interface will be provided and maineained by
others.
8. Signature Automation is not responsible for any FLC programmiug,
APPLICATION DEVELOPMENT SERVICES
The following taslcs describe in detail the taslcs being provided 6y Signature Automation for this
assignment. �
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City of Fort Worth Signature Automation
Exhibits A, B and C to Professional Services Agreement
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Taslc 1- Project Management
This task includes general management and oversight of the project to maintain scope, schedule
and budget. It is inclusive of administrative and clerical functions.
DELIVEI2ABLES: Monthly Invoicing and Progress Reports
Task 2 - Submittals
Signature Automation will provide submittals listed below.
• 0&M Manuals (Applications Development Related 5ections) - Signatur� Automation will
provide applications devetopment related sections of tiie 0&M mauuals. These sections
inciude the following:
o Printouts of all graphics affected by this project for the HMI.
o Database listing for t/0 points affected by this project.
o Service, Maintenance and Operations instructions affected by this project
llELIVERABLES: 0&M Manuals (Applications Development Related Sections)
Task 3 - Graphics Development
'1'he existing Wonderware 7.11 InTouch ��ith InSQL Historian application running on Windows NT
will be migrated to a new Windows server installed with Wonderware 1nTauch 2012 and ArchestrA
along with Wonderware'L012 Historian. Signature Automation v�rill use the Owner s existing
standards and ehe discussions held in the pre-develo��ment meeting held on Thursday, October 4,
2012 as the basis for developing the ArchestrA and InTouch HMI graphics. The hardware and
software will be purchased by others and delivered to Signature Automation to complete
development, Signature Automation will attempt to migrate the existing tags over to the System
Platform Yo create the initial graphics oUjects. If, however, the migration pi•ocess does not produce a
desirable result, Signature Automation will develop the object IiUrary to be utilized for the graphics
development
Graphics will be developed as required to suppartthe interface to the programmable conh•ollers.
Additionaliy, this task incluctes the development and conf[guradon of the HMI database defining all
associated IJO interface points between the PLC and HMI and all pseudo points required to support
the user interface. The following graphics will be developed and/or modified as necessary on the
HMI. Popups and other support screens will be developed as needed to provide full �unctionality of
the processes being modified or added as part of this contract.
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City of Fort Worth Signature Automation
Exhibits A, B and C to Professional Services Agreement
Page 3 of 7
GraphicDescription ArchestrA Graphics
Generator Vibrations Re-create existin
Trend Screen Re-create existin
Alarm Summary Re-create existin
----_.......---
New Gra hic x2 ____ New ___�
Signature Automation will configure two different 1/0 drivers Co communicate to all of the PLCs.
These will include tl�e TOP Server t111en-Bradley Suite driver and the TOP Server Automation Direct
Suite driver.
DELIUERABLES: Electronic back��ps oE HMI graphics files and hard copies inserted in 0&M's
Task 4- Historical and Report Conversion
The new server will be installed with the latest Microsoft Office software provided by others.
Signature Automation wili migrate the Owner•'s existing historicai data and Excel reports to the new
Wonderware Iiistorian and Miccrosoft Excel software. There are three 1-page reports that do not
require any additional changes. These reports contain macros that retrieve data from the historian
and automatically print the reports. Signatui•e Airtomation will verify that the migrated reports
retrieve data from the upgraded historian. Signature Automatiou will modify the historicai data
connection macros, if necessaiy.
Task S - Win911 Con£guration
'1'he existing SCt1DAlarm soi'tware will be replaced with Win911 remote dialer software. Signature
Automation wili configure Win911 to go into notiEication mode upon receiving any one of up to 20
alarms to page and Email operators with notifications of system alarms. Signature Automation
assumes thae the required telephone line conneceion and setvice to the alarm notif[cation pagiug
system as well as pagers and any and all recurring service charges witl be paid for and/or provided
by the Owner or Owner's Representative.
Task 6 - Testing
Upon completion of the application development, Signature Automation will delivei• the hardware
and software to the City of Fort Worth in preparation for testing. An additional &thernet conneceion
should Ue provided to Signature Automation to allow for side-by-side testing with the existing
application. Signature Automation will work closely with the City of Fort Worth and Renda
EnvironmPntat to provide field startup services, including pre-commissioning coordination
meeting, confirmation of field 1/0, graphics, trends, alarms, and reports startup. Once the control
system has been commissioned and has been tested, Signature Automation will demonstrate to the
Owner and/or Owner's Representative that the control system application software operates as
designed. The sysYem application development services shall be considered substantially complete
for this project when the system has met the intent and any miuor problems or issues have been
noted on the project punch list.
A final punch list of outstanding items shall be prepared and Signature Automation will clear all
final punch list items, with the exception of items beyond Signature Aatomation's control, within an
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City of Fort Worth Signature Automation
Exhibits A, B and C to Professional Services Agreement
Page 4 of 7
agreed upon time. Examples of items considei•ed beyond Signature Automation's control include
items dependent on the Owner's process equipment or ii�strument repairs, hardware or software
bugs inherent to vendar supplied equipmeut [i.e., defects that require manufacturer revisions to
correct), etc,
At the conciusion of each of these tests, test reports will be provided to the Owner and Owner's
Representative detailing the tests performed, the resulCs of the test and all appropriate accepYance
"sign-offs" for said tests.
DEI,IVERABLES: Test Reports
Task 7 - Training
Signature Automation wil] conduct training forr operations aud maintenance sYaff to help them gain
an understanding of the applications developed as pat•t of this project. Training sc}iedute will be
coordinated with the O�vner's staf£ The 0&M manual will be utilized to supple�nent the lessons
covered during the course, The following training course will be provided:
Course Desci rption Sessions Diiration per-`�
Session
Operator and ��1 4• hours �
Maintenance Trainin�___i__ �
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City of Fort Worth Signature Automation
Exhibits A, B and C to Professional Services Agreement
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EXHIBIT B
PAYMENT SCHEDULE
Milestone Item Percent of Contract Value
1. Mobilization 5%
2. Draft O&M Submittal 30%
3. Electronic Files Compilation and Submission 50%
4. Training 5%
5. Test Reports 10%
All activities are to be invoiced by percentage complete on a monthly basis.
City of Fort Worth Signature Automation
Exhibits A, B and C to Professional Services Agreement
Page 6 of 7
EXHIBIT C
MI�ESTONE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Milestone / Deliverable Name:
Unit Testing Completion Date:
Milestone / Deliverable Target Compietion Date:
Milestone / Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant: Approved by City Department Director:
Signature:
Printed Name:
Title:
Date:
Signature:
Printed Name:
Title:
Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
City of Fort Worth Signature Automation
Exhibits A, B and C to Professional Services Agreement
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