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This PROFESSIONAI. SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CI�I( O� �ORT 11l��RiH (the "City"), a home rule
municipal corporation situated in partions of Tarrant and Denfan Counties, Texas,
acting by and through Charles Bosw�11, its duly authorized Assistant City Manager,
and ID€A 1N��GRr4�lOIV ("Consu[tiani"} a Texas corporation and acting by and
through JoY�n Pitts, its duly authorized Vice Pr�sident.
� . �CC)PE OF SI�RVIC�S.
Consultant l�ereby agrees to pro�ide ihe City with �rafessionaf consulting
services. Such services are described in detail in Exhibit "A", a#tachet! hereto and
hereby made a part of this agreement for all purposes. The City or Consuftant may
change fhe Scope of S�rvices by substitufiing amended attachments or addifional
attachments, signed by both the City and Consultant, wh9ch shall then be attached to
this Agreement and made a part of this Agreement for all purpvses.
2. i��NY.
This Agreement shall commence upon the date that bofh the City and
Consultant have executed this Agreement �"��fective �ate") and sha[l continue in full
force and effect untii term�nated in accordance with the pravisions of this Agreement
or when the City provides Consultan� with written notice �hat Consultant has fulfilled its
abligations under this Agreement and that Consu[tant's services are no longer
required.
3. CONi��idS�►TIOIV.
The City shall pay Consulfant an amount not to exceed $9,450.00 in accordance
with the provisions of this Agreement as specified in Exhibit "A" to this Agreement.
Consultant shall not perform any additional services for the City not s��cified by this
Agreement Unless the City requests and appro��s in wr�ting the additional casts for
such services. The City shall nof be liable for any addit�onal expenses of Consultant
not specified by this Agreement unless the City firsf approves such expenses in writing.
4. ��RMIfV�°►�I�N.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time an� for
any reason by its pra�iding the other party with 30 days' written notice of
termination.
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4.2 Non�anpropriat�on of F�unds.
In the event na funds or insufficient funds are ap�ropriated by the City in
any fiscal period for any paymer�ts due hereunde�, City will notify Consultant ofi
such occurrence and this Agreement shail terminate on the last day of the fiscal
period for which appropriations were received witho�t penafty or expet�se to t�e
Cifiy of any kind whatsoe�er, except as #o the por�ions of tl�e paym�nts herein
�gr�ed upon for �nich fu��� �hall b� b��r� appropr�ated.
4.3 Duties and Obliaatians o� fhe Parties.
In the event that this Agreement is terminated prior fo th� Expiration
Da#e, the City shall pay Consultant for services act�ally rendered as of the
effec#ive date of termination and Con�ultani shall continue to pro�ide #h� City
with services requested by tF�e City and i� accor�iance with this Agreement up
#o the effective da#e of termina�ion.
�. 9l�CLOSl1�� OF ��iV��.lGiS_�4,i�� ��NFID�N�'l�L 1N�O�M�►il�Rl.,
Consultan# hereby warrants to the City �hat Consultan# �as made full disciosure
�n writing of any exasting or po#entia{ confiicts of interest related #o Consultant's
services and proposed services with respect #o the Scope of �enrices. In the event
tha# any conflict� of inierest arise after the Effect�ve Date of t�is Agreement,
Cansultant hereby agree� immediately to mal�e ful! disclosu�re to the City ir� writing.
Consultant, #or i�self ar�d i#s officers, agents and employees, further agrees that it shall
treat all information pro�ided ta it by the City as confidential and shall nof disclose any
s�ch information to a third party withaut tfi�e prior writien approval of the City.
6. I[��F��ND�iVi �ONii��i'0�,,
It is exp�essiy understoad and agreed #hat Consultant shall operate as a�
independent contractar as to all �ights and _ pri�ileges granted herein, and not as
agen#, representa#i�e or employee of the Cfty. Sufaject to ar�d in accordance with the
cond�tions and pro�isions of this Agreement, Consultant shall ha�e the exclusive right
to cantrol the details of its operations and activities �nd be solely respansible for the
acts and omission� of its officers, agents, servants, empioyees, �ontractors and
subcantractars. Consultant acknowledges that the doctrine of respondeat superior
shall nat apply as between the City, its officers, agents, serv�nts and emplayees, and
Gonsultant, its officers, agents, employees, senrents, contractors and subcontractors.
Consuftant fur�her agrees that notF�ing herein shall be construed as the creatian of a
partr�ership or }oint ente�-prise between City and Consultant.
7. �,lA�ILiiY Af�� If�D�IV�iVI�IC�TION.
C�NSiJLTAN7 SHALL BE LfABLE AND RESPONSIBL� F�R ANY AND RLL
PROPERTY LOSS, PROPERTY DAMAGE ANDfOR PERSONAL lNJURY,
INCLUDING DEATH, TO ANYAND ALL. PERS�111S, OI� ANY KIND OR CHARACTER,
WHETNER REAL OR ASSERT�D, T� THE EXTEIVT CAUSED BY TN� NEGL.lGENT
ACT(Sj OR QMISSION(S), MALFEASAIIfCE 0►4 lNT�1Vi1Q}1lAL M1SC01VDUCT 4F
-COIIISULT�IV7", fTS d�F1��r��, A�€'1'JT�, �Ent,�.�",�'Fu �F ���.��r-�v��s.
C4NSULTANT COVEl1lAIUTS AND AGREES T�, AND DOES HEREBY,
INDEMNIFY, NOLD HAF2MLESS AND DEFEND TH� ClTY, !TS 4FF1 CERS,
AGENTS, SFRVANTS AND EMPLOY�ES, FR�M AND AGAJIVST ANY AND ALL
CLAIMS OR LAWSUliS F�R ElTN�R PRaPERTY DA1!/1AGE �R LOSS
�fl11CLUD1IVG ALLEGED DAMAG� QR LOSS TD C011fSULTAIVT'S BUSIIV�SS AND
AIVY RESULTfIVG LDST PROFlTS) ANDIOR PERSONAL INJURY, INCLU,C7ING
DEATH: T4 A1V Y AND ALL PERSON5, OF ANY KIIUD OR CNARA�TER, UVNETHER
REAL OR ASSERTED, A►41SIIVG OUT QF OR IN CONNECTf41V WlTH TH1S
RGREEMENT, TQ THE EXTENT CAUSED �Y TNE IVEG�L1GEfVT ACTS OR
OMIS�IC3IVS OR MALFEASANCE OF COIVSUL�TA111T, !T5 OFFfCERS, AGENTS,
SERVANTS OR EMPLOYEES.
8. A►����[dl4�I�iV� /�N� S11�G01�lTF��iIi�G.
Consultant sha11 �ot assign or subcontract any af its d�aties, obligafi�ons or righ�s
ur�der this Agreement wifihout the prior w�itten canser�t of the Gity. If �he Ci#y grants
such consent, the assignee or subcvr�tractor sl�all execu#e a writ�en agreement with
the City under which the assignee or subconiractor agrees to be bound by #he dutEes
and obligations of Consultant under �his Agreement.
�. ��IIdIF��l19►CVG� 1�►I��-1 ���1l�. O��INAT�6���. 171JL�� 14�f� R��lJ�AiiON�.
Con�ult�nt ag�ees to c�mply with all federal, state and lacal laws, ordinances,
rules ar�d regulatians. If the City nofifies Consuliant of any violation of such 1aws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct
the vialation.
'90. AI�11s��IS�R1l4I�liVAiiON G�!l�ftl�►idi.
Cansuftant, for itsel�, its personal representatives, assigns, subcontractors and
successors in interest, as par� of t�e consideration herein, agrees that in the
p�rtormance of Cansultant's duties and obligatior�s hereunder, it shall not discrimir�ate
in the treatment or employment of any individual or group of ind��iduals on t�e basis of
race, �olor, natiana! origin, religion, handicap, sex, or famif�al stafus. If any claim arises
firvm an alleged violation of this non-discr�mination co�enant by Consultanf, its persona{
�-epresentat�ves, assigns, subeontractors or successors in inferest, Consulfani agrees
to assume such liabili#�r and tv indemnify and defend the City a�d hold t�e City
harmless from such claim.
"� 1. P��iICl�S,
Natices required pursuant �o #he prouisions ofi this Agreement shall be
concjusively determined ta have been delivered when (1) hand-delivered to the vther
party, i�s age�iis, empfay��s, s�nr��ii� o� r�:��es�i��di�v�5, (2) delivered by fac��rrmil�
with electronic confirmation of the transmissior�, or �3) received by the other pa�ty by
Uni�ed Sta#es Ma�l, registered, ret�arn receipt r�que�ted, addressed as follows:
To THE C{TY;
City of Fort Wo�h/IT Salutions
1 �Oa Throckmortar�
Fort Warth ZX 75'f 02-6311
Ta CflNSULTAIVT:
Idea Integration
2828 Routh Stre�t
Suite 400
Dallas, TX 752�1
�acsimile: (817) 871-8654
��. SCJL[�1�/��18fV ��' EN9�LOY�L��.
Fax: {Z14) 922.802�
Neither the City nar Consu#tan� sh�il, during the term of ihis agreement and
additi�nai[y a period of r�ne year after its termination, solicit for employment or emp�oy,
whefher as employee or independent cor�tractor, any person who is or has been
employed by the other during fhe #erm of this agreement, withou� the prior wriiten
consent af the person's employer.
13. G�!lFFZRl1V���l�'�4� �OI�1!'�1��,
It is undersiood and agreed tha# by ex�cut�on vf this Agreement, tl�e Gity does
nof waive or surrender any of its governmental powers.
'i4. N+OIf�AIVER.
The failure of the City ar Consultartt #o insis# upo� the pertormanc� of any term
or prv�ision of this Agreement or #o ex�rcise any right grar�ed herein shall not
eonstitute a waiver o� th� City's o�- Consul�ant's respec#i�e right #o insist upon
appropr�ate pertormanc� ar to asseri any such right or� any future occasion.
1�, IA�fV��, JURIS�I��I�f� �,CVD EXP�iV���.
Tt�is Agreement shall be construed in accvrdance with the laws of the State of Texas. If
any action, whether reai or asserted, at law or in �quity, is brought an �he basis of this
Agreement, venue for such action shall lie in state caurts located in Tarrant County,
Texas or the United States Dist�ict Court fo�- the �lorthem District of Texas, �or� Worth
Di�isior�. ln any sucf� action, t�e preWailing party shal! be en#itled #o recover fram th�
other party reasanable attorneys' fees incurred in the bringing or defending of the
actior�.
1 �. S�V��.�iLlli'.
�f any provision of th�s Agreement is held #o be in�alid, ilEegal or unenforceabie,
�kie validity, legafity a�d eniorceai�i€iiy o� tf�e rerr�aining pr��isi�ns shail-r�c�ifi� ary way
be affected or impai�ed.
'97. F���� MiRJ����.
The City and Consultant shal! exercise their best effo�ts ta meet their respecti�e
duties and obligations as set forth in thEs Agreement, but shall not be held liable for
any delay or omission in performance d�e to force majeure or othe� causes beyond
their reasonable contral, incfudin�, but not limited to, compliance with any goverrlmeni
law, ordinance or regulation, actS of God, acts af omission, fi�es, strikes, �ockouts,
natior�af disasters, wars, riots, materiai ar labor restrictions by any goverr�menta�
a�thority,- firanspo�kation problems andlor any other simifar causes.
1�. H�►D{{��S ft�0i ��Rl�R���,IiVG.
Headi�gs and titles used in fihis Agreement are for reference purposes onfy and
shalt not be deemed a part af this Agreement,
19. ��iilFi�iY 8� �C��ENY€jVT.
This Agreement, incl�ding the schedule af exhibi#s attached hereio and any
docum�nts 9ncorporated herein by refierence, contains the enfire understanding and
agr��ment between the City and Consultant, their assigns and successors in interest,
as to the matters cantained herein. Ar�y prior or contemporaneous oral or written
agreement is hereby declared nuil and void to the extent in conflict with any provision
of this Agreement. This Agreement shall no# be amended unless agreed to in writing
by both parkies and, if required, approved by the Ci�y's C�ty Council.
IN WfTNES� WHEREOF, ihe parties hereto hays executed #his Agreemeni in
multiples this �� � day a# ��_c�.h e� , 20�2.
CITY OF FORT WORTH: IDEA INTEGRATIOfV
By: � � � . ..
Charles R. Boswelt {n �r�� �r�-s
Assistanf Cify Manager (ti V,� �i�-s��,a�N�
ATTEST: ATTEST:
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By: � , ,,..t � . . By:
Cifiy �S�cretar�
APPRQVED AS T4 FORM AND
LEGALITY:
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Assist,G�ity Attorney
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� O��r�i��r o� Se�i��� t� �e ����►�d��
This spe�ific delivery ofi rnformation Technology 5ervices wilf be focused a� resol�ing the identified
data issue within the Ciiy's �ppli;�a��� T�e ProShop.
The services will be provided at the City's facilities as needed, with tF�e majority of the �ngagement
not to interFer� with daily operatians af the municipal golf courses.
�,� �p�rea�h
�
Idea is prepared �o addres5 this issu� through a series of co�trfllled steps that will ensure the
analysis, approach an� deplaymen� of �he solution is success�ul.
�, �.1 Analysis Pha�e
I�ea Tntegratian wiil per�orm the following tasks:
� Re�iew his�oric daia created within the operational system ta identify/canfirm the source
of �he data irregularities.
� Review code wit�in The ProShop apPlication to isalaie the source of the problem.
o Recommend solution(s) to rectify �he problem.
� Present results and recommendations to the City.
� �.Z Corre�ion Phase
The development towards eo�rection of the prablem will begin once analysis is camplete and a
praposed salutio� is accepted.
• Modify the client-based applicaiion as applicable to the soiution.
o Madify server-side SQL Server database tab�es and stored proc�dures as applicable to
the solution.
� The solutio�s acti�ities will anly focus of th� capturing of sales transaetion information
by implementation ofi changes to enforce the business rules.
2.�.3 �ngegra�ion �a %stin� �has�
Idea Integration wiil perFarm the following tas�Cs as related to the sa[es transactions:
� Testing of the client E�ased appl�cafiion as applicable
o Testing of any Database Table and/or �ield modifications
• Testing a� any Database Stored Pr�cedures
CITY OF FORT WORTH
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To quaiify that the solution is correct, Idea Integration wi{I confirm with the City the results of
the �est data:
� Accuracy of tl�e sales summary, detail and payment information
� R�view reporting af sales and ir��entary information
�..�.4 Depto�men� � Suppor� �ha�e
The City wi11 pravide �he s�aff to deploy the solu�ian after client acceptance af Integration &
Testing Phase resul�s. Idea Integration will provide assi5tanee and suppar� for a total of 8
hours. This will include knowledge �ransfer to the apPrapri�te City staTf on the modifications
made ta The ProShap appiica�ion.
This will nat include any tra�ning or maintenance to the applicai9on. That will be a separate
it�itiati�e.
2.2 �ar�icip��i�n b� �he �i�y's Staff
The Ciiy will make the ap�roQriate �nformation Technology and Galfi stafF auailable with ad�ance
�atice and p�anning with rdea integration's solution team. Idea Integration will be provided access
to the city's o�erational syst�ms and data in a timely manne�- with regard to the City's security and
aperational policies. The City is responsible for providir�g The ProShop appli�ation source code,
SQL da�a and stored �rocedures, oth�r informatior� that is rele�an� to implement tf�is solution and
directi access to key infrastructure a�d systems as necessary. The City is responsible for the da�a
integrity anc� hack up of data and client applica�ians and afFected systems.
� �0���1001 ��'11l�Sti����
Idea �ntegration is proposing a�ixed cost solution $9,450,OQ for this efFart. This will benefi� the
City by providing them an afFordabler cost efFective and m�asurable solution with minimal risk.
CT7Y OF FORT WORTH
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