HomeMy WebLinkAboutContract 28018i� ��. -� _ ..
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F�R�FESSlA1VAL S�RVIC�S �aG�����N�QNi�A�i�. ,��+�
This PROFESSI�NAL SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the C17Y �� �O�i 'IiV'O�iFi (the °City"}, a home rule
municipa! corporatior� situated in portions ofi Tarrant and Denton Counties, Texas,
acting by and through Charles Boswell, its duEy authorized Assistant City Manager,
and I�E,� INiFc(�F�TION ("Consu[�ant") a Texas corporation and acting by and
through John Pitts, its duly authorized Vice President.
1. S�OPE OF S��tVIC�S.
Consultant hereby agrees to provide the City with professianal consulting
services. Such s�rvices are described in de#ail, attached hereto and hereby made a
part of this agreement for all purposes. The City or Consultant may change the Scope
of Services !�y substifiuting amended ai�achments or additional attachments, signed by
both �he City and Consultant, which sh�all then be attached to this Agreemen# and
made a part of th�s Agreeme�t for alE p�rposes.
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This Agreeme�t shall comm�nce upon the date that both the City and
Consultant have sxecuted this Agreement {"E�fec�ive Dafie"} and shall continue in full
force and effect until terminated in accordance witF� the provisions af this Agreement or
when the City pro�ides Consultant with written no�ice that Consuftant has fulfiilled its
obligatians under this Agreement and that Consultant's services are no longer
required.
3. COfIJIP1�I�SA�I�N.
The City shall pay Consultant an amounf not to exceed $15,000.00 in
accordance with the prov�sions of this Agre�m�nt as specified in the attachments to
this Agreement. Consultant shall not perform any addi�ional services for the Ci#y not
specified by this Agreement Unless the City requests and approves in writing the
additional casts for such services. The C�ty shall not be liable far any additional
expenses of Consultant nat specifEed by this Agre�m�nt unless the City firsi approves
such expenses in writing.
4. iERflfII�RilON.
4.1. Written Notice.
The C�ty or Consu{fant may terminate this Agreement at any time and for
any reason by its pro�iding the other party with 30 days" written no#ice of
termination.
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4.2 Non�appropriafiion of Funds.
In fihe event no funds or insufficient funds are appropriated by the Ciiy in
any fiscal period for any paymenfis due hereunder, City will notify Consul�ant of
such occurre�ce and this Agreement sY�ali terminate on the last day of the fiscal
period for which apprapriations were received without penalty ar expense to ihe
City of any kind whatsoever, except as to the portions af the payments herein
agreed upon for which funds shall be been appropriated.
4.3 Duties artd Obliaations of the Parties.
in the event that ihis Agreement is terminated prior to the Expiration
Date, the City shall pay Consultant for services actualfy rendered as af the
efFective date of �ermination and Consultant shall continue to provide the City
with services requested by the Ci#y and in accordance with this Agreement up
to the effecfive date of termination.
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�lS�LOSUR� OF COiVF'LICTS A�dD COI�Fl��R��[A� IfV����i4�lON,
Consultant hereby warrants to the City thai Cor�sultant has made fiull disclosure
in wri�ing of any existing or poten#ial conflicts of interest relate� to Consulfiant's
services and proposed services wi#h resp�ct to the Scope of Services. In the e�ent
that any conflicts of interest arise after the Effecti�e Date of ihis Agreement,
Consultant hereby agrees immediafely to make �'u11 disclosure to the City �n writing.
Cansultant, for itself and its ofFicers, agents and empioyees, further agrees thaf it shafl
treat a[i informaiion pro�ided to it by the City as confi�ential and shafl not disclose any
such informafion to a third party wit�out fhe prior written approval of the City.
6. [N����h���N� C�iV�'�ACiO�.
It is expressly understoad and agreed that Consultant shall aperate as an
ind�pendent contractor as to all rights and pri�ileges granted herein, and not as agent,
representati�e or employee of the City. Subject to and in accardance with the
conditions and pro�isions af this agreemen#, Consultant shall have the exclusive right
to control the details of its operations and acti�ities and be soleEy responsibie for the
acts and omissians of its officers, agents, s�rvants, employees, contractors and
subcontracfors. Gonsultan# acknowledges that the dactrine af respondeaf superior
shall not apply as between the City, ifis officers, agents, servants and employees, and
Consulfant, its officers, agents, employees, servants, contractors and subcantractors.
Consultant further agrees #hat nothing herein shall b� canstrued as the creation of a
partnership or �oint enterprise between City and Consultant.
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!. �IABILITY AN� IiV��fV1PlIFiCATIOfV.
CONSULTANT SHALL BE LIAB�E AND RESPONSIBLE FOR ANY AND ALL
PR�PERTY LOSS, PROPERTY DAMAGE ANDIOR PER50NAL fNJURY,
INCLUDING DEATH, TO ANYAlWD ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, 70 THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S} �R OMIS510N(S), MALFEASANCE OR IN7ENTIONAL MISCONDUCT OF
CONSULTANT, !TS OFFlCERS, AGENTS, SERVANTS OR EMPL.DYEES.
CONSULTANT COVENANTS AND AGREES T�, AND D�ES HEREBY,
INDEMNIFY, HOLD HRRMLESS AND DEFEND THE C1TY, 1TS OFFICERS,
AGENTS, SERVANTS AND FMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUI7S FOR E17HER PROPERTY DAMAGE OR L�SS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSlNESS AND
ANY RESULTIIVG L05T PR�FITS) ANDIOR PERSONAL INJUf2Y, 1IVCLUDII1fG
DEA TN, TO ANY AND ALL PERSONS, �F ANY KIND OR CHARA CTER, WHETHER
REAL OR ASSERTED, ARISING OUT �F OR 1N COIVNECTION WlTH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE N'EGLIGENT ACTS �R
OMlSSIONS �R MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
$. ASSI(�i�lU��[�i r4f�� SUBCONiFtAC�IN{�.
Consultant sha{l not assign or subcontract any�ofi its duties, obfigations ar rights
under this Agreement without the prior writfen consent of the City. If the City grants
such conseni, the assignee or subcontrac#ar shall execute a writte� agreement with the
City under which the assignee or subcontractor agrees to be bound by the dut�es and
obligations of Consultant under this Agreement.
9. COfVYP�IANC:E l�IIfTH LAI�!!S, ORDINAI�C�S, RULES I�IV� R�CULAiI�R�S.,
Consultant agrees to comply with all federal, state and local laws, ordinances,
rules and regulations� 1f �he City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct
the violation.
10. f�ON�DISC�l�filNAiION �OV�N�Ni.
Consuitant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration t�erein, agrees that in the
performance of Consultant's duties and ol�ligations hereunder, it shall not discriminate
in ihe treatment or employment of any individual or group of individuals on the basis of
race, color, national origin, r�ligion, handicap, sex, or familial status. lf any claim arises
from an alleg�d violation of this non-discrimination covenan� by Consultant, its personal
representati�es, assi�ns, subcontractars or successors in interest, Consultant agrees to
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� �. �o�ic�s.
Natices required pursuant to the pro�isions of this Agreement shall be
conclusively det�rmined ta have been delivered when (1 } hand-delivered #o the other
party, its agents, employees, servanfs or representatives, (2} deli�verec! by facsimile
wifh electrortic confirmation of the transmission, or (3) recei�ed �y fhe ofher party by
United States Mail, registered, return receipt requested, addr�ssed as follows:
To THE CITY:
City of F'ort Warth/IT Solutians
100D Throckmorton
Fort Warth TX 761(}2�6311
To C�NSULTANT:
Idea In�egratEon
2828 Routh Street
Suite 4�Q
Dallas, TX 75201
Facsimile: (817) 871-8654
12. �OLICfi�ilOfV OF �IV��l��YE��.
Fax: (214) 922.8020
Neifher fhe City nvr Cvnsultant shall, during the term of this agreement and
additionally a period af one year after its terminatiort, s�alicit for emp�oyment or employ,
whe�her as employee or independent contractor, any person who is or has been
employed by the other during the term of this agr�ement, without the pripr written
consent of the person`s employer.
13. CBV�F�,Nh�I�N��►L �O�i,1��S.
!t is understood and agreed fihat by execution of this Agreement, the City does
not waive ar surrender any of its governmental powers.
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The failure of the City or Consu{tant �o insist upon the perFormar�ce of any term
or provision of this Agreement nr to exercise any right granted herein sha[i not
consfitute a waiver of the City's or Consultant's respecfiive righf to insist upon
appropriate performance or to assert any such right on any future occasion.
15. V�I�U�. JU�IS�IC"CIO�d AIV� 1�X���'��5.
This Agreement shall be canstrtaed in accordance with the Iaws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is bro�ght on the basis of this
Agreemant, venue for such action shall lie in state courts locate� in Tarrant County,
Texas or the United States Distric# Court for fihe Northern Distr+ct of Texas, Fark Worth
Division. In any such acfiion, the prevailing party shall be entitled to reco�er from the
other party r�asonable attorneys' fees incurred in the bringin�:.- �r= def:er�d�s�� ��' �e
action.
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16. S�V�RA�ILIiY,
If ar�y pra�ision ofi #his Agreement is held to be in�alid, illegal or unenforceabie,
fhe validifiy, legalifiy and enforceability of the remain+ng prar�isions shall nat in any way
be afFected or impaired.
1�. FO�C� I4lIAJLUR�.
The Cifiy and Consultant shall exercise their best effarts 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 perfarmance due to force majeure or other causes �eyond #heir
reasonable confirol, including, but not limited to, campliance with any government law,
ordinance or regulatipn, acts of God, acts af omission, fires, strikes, lockouts, nafional
disasters, wars, rints, mater�ai or labor restricfions by �ny gavernmenfial autharity,
transportation problems and/or any ather simifar causes.
18. b€��IiVGS f�0�' CfJR�YR@LLIf�G.
Headings and titles used in this Agreement are for reference purpases anly and
shall naf �e deemed a part of this Agreement.
19. �iViIR�iY OF �CR��M�IVi.
This Agreement, including the schedule vf exhibits attachec! hereto and ar�y
documents incorpvrated herein by reference, cantains the entire understanding and
agreement between the City ancf Consuitant, their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared nufl and void to the extent in conflict with any provision
af this Agreement. This Agreement shall not be amended unless agreed to in writing
by both parties and, if required, approved by the City's City Cour�cil.
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IN WITNESS WHERE�F, the arties hereto ha�e executed fhis Agreement in
multiples this �� day af ��Q,�,�, , 20�2.
lDEA fNTEGRATlON
CITY OF FORT WORTH:
Presiden�
gy: � .
Charles R. Boswell
Assistant Cify Manager
ATTEST:
ATTEST:
By: l I U �. -
BY� - _ � ���,-��_
��.. , City Se etary
APPROVED AS TO FORM AND
LEGA�.ITY:
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Assis ,�}ty Attorney `�
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Ai�ACHfV��N�' A
�evelopmen� Phase:
Idea Integration will provide the stafF necessary to perform the follawing tas�s:
� Re�iew Data sets and confirm the res�lts of the review of the data history
pro�i�ed for the dates of 2'E .Aug.200'1 to i 9.May.2002.
� Modify the client-based application as applicable to the solutian
� Modify server-side SQL Server database tables and stored procedures as
applicable ta the solution
• The solutions activity will only focus of the recarding of sales transactions by
impfementation of changes to enforce the business rules
� No changes will modify the in�erface elemenfs of the application
iest Phase:
Idea Integration wil! provide the staff necessary #o perForm the following tasi�s as related
to the sales transactions:
� Testing of #he �lient based appli�ation as appGcabl�
� Testing of the Database Table andlor Field modifications
� Testing of the Database Stor�d Procedures
Confirm sales transaction fD - im�lement the changes to enfarce the b�siness rules:
p Ens�+re each sales transaction is unique
o Confirm thaf sales transacfions cannot be overwritten
To qualify those sol�rtians is correct and in place, Idea Integration will confirm with the
City th� results of #he test data:
� Accuracy of the detailed sales at�d payment infarmation
� Review reporting of sales and inventory informatiort
�eplovmenf F'hase:
Th� City wil� pro�ide the staff ta deploy �he solufion after client acceptance of Test
Phase resu�ts. Idea fntegration will provide assistance at the SQL server site and one
municipal golf shop for a total af 4 hours each. This wil! include �Cr�owledge trar�sfer fo
the appropriate City staff on the modifications made to the P�oShop.
This will not include any training or maintenance to the application. That will be a
separafie initiative.
TofaC cosk o� �he �roj�cti: $1�,O�O.QQ
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