HomeMy WebLinkAboutContract 45293 CiTY SEUMARY- r I
CONTRACT NO,
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
CITY OF FORT WORTH AND HE RA AND WARE RESEARCH SOLUTIONS,LLC
This PROFESSIONAL SERVICES AGREEMENT ('"Agreement") is made and entered into on this
Of V\ 2014 Effective Date" b a between �
("Effective � and � �� � �" � �'c�r � ("City"), a hone-
ruule rnunieipal corporation, acting by and through its duly authorized Assistant City Manager, and Herrera end
Ware Research Solo lions, LLB Consult nt a Texas ],limited liability company, acting by and through
Anne Fare, its duly authorized Member.
WHEREAS, the City applied for and received grant funds from The Wallace Foundation to improve
learning and enrichment opportunities for children through, among other things, building systems to provide
children with after school, surnm er, and other out of school time programs for all of Fort Worth's youth;
WHEREAS, during the term of The Wallace Foundation grant, the City, through its Parks and
Community Services Department ("Sponsors'), will use the grant funds to initiate a citywide system to support
and strengthen the afterschool and summer programming in the local community and throughout the City of
Port Worth, said program otherwise known as Strengthening Programs through Advocacy, Resources, and
Collaboration ("SPARC"),
WHEREAS, the Sponsor requires certain professional development services for the overall purpose of
improving and strengthening the SPARC program,
WHEREAS, the purpose of the consultant is to provide comprehensive, high qualm research and
evaluation services for Pre-K through post secondary education programs, non-profit, organizations, and public
agencies;
WHEREAS, the Consultant's services provide program and evaluation planning, short and long term
research or evaluation studies, data collection and analysis, and report writing with a coliaborative approach to
help practitioners, program staff, academics, and busi"ness and community t leaders translate and use research
results in their day-to-day efforts to trnpact the people they serve-,
WHEREAS, to carry out the purposes of The Wallace Foundation grant and SPARC, the Sponsor and
Consultant mutually desire to enter into this Agreement to have Consultant provide research, evaluation, data,
collection, and data analysis services for the Sponsor's SPARC program for the implementation of a city-wide
data sharing system
WHEREAS, the Wallace Foundation grant establishes es as one of its key goals the establishment ef'a,
sustainable citywide OST program coordinating entity-,
WFIEREAS the City` y has proposed that a nonprofit organization ("SPARC Nonprofit" be created as
the coordinating entity for the purpose of improving, strengthening, and sustaining the SPARC initiative,
WHEREAS, once the SPAR Nonprofit is created, then it will serve as the coordinating entity for the
ARC initiative,SPARC and the parties will amend this Agreement to
. � p s A Inc ude the SPARC Nonpro fit as a party, an
NS W, THEREFORE. in consideration of the mutual covenants herein expressed, the parties agree as
M
follows:
' OFFICIAL RECORD
CITY 3ECRETARY
FT, WORTH,TX
Professional Services Agreement with Herrera and Ware Research Solutions,LLB
1. SCOPE OF SERVICES.
I'l Consultant hereby agrees to provide the City with professional consulting services for the
purpose of consultation and technical expertise to the SPA RC planning, team to support its implementation of a
c I ty-ride data sharing and management information system, for Out of School Time ("OST")
programs in the Fort Worth Area. Attached hereto and incorporated herein for all purposes incident to this,
Agreement is Exhibit A, which more specifically describes the services to be provided hereunder
("Servi I
ces").
Consultant agrees to perform all Services in accordance with the highest professional ]industry standards.,
1.2 The Services for this Agreement shall be split into six steps, all of which are generally
described below and set forth in more detail in Exhibit A.
1.2.1 Step I - Conduct a Needs Assessment at OST sites and school districts within the City
of Fort Worth C`School Districts"): The purpose is to gather information about OST
programs, practices, uses of data, resources., constraints and expectations that can be
used to make recommendations for the development of the System.
1.2.2 Step 11 - Address Family Educational Rights and Privacy Act (20 U.S.C. § 1232 34
CFR Part 99) ("FERPA") Issues: The purpose is to ensure a legal data sharing process
that meets all FERPA regulations, and alleviates OST providers and School Districts
concerns about privacy and confidentiality.
1.2.3 Step III - Conduct Stakeholder Meeting: The purpose is to obtain feedback from key
stakeholders that can be used to guide the development, installation, and maintenance
of System.
1.2.,4 Step I`V - Develop Logic Model: The purpose is to provide a written description of a
data sharing process, that can be used as a guide for the development of a request for
proposal, selection of a vendor, and 'Implementation of the System.
1.2.5 Step V - Select Vendor.- The Purpose Is to select a vendor or software developer most
qualified to provide a System that meets the expectations described in the logic model.,
The Consultant's role in this step is to participate as a member of a team that will
recommend a vendor,
1,2.6 Step VI - Develop and Pilot the System,,- The purpose is for the vendor to install a user-
friendly data sharing systeni thoroughly tested by, OST staff using OST sites and
School Districts data. The Consultant's role in this step is to support the pilot phase of
the implementation of the system.
2. CREATION OVrHE S,PARC NONPROFIT ENTITY
2.1 Once the SPARC Nonprofit exists as a legal entity registered to do business in the State of
Texas, then the parties shall have thirty (30) days to amend this Agreement to add the SPARC Nonprofit as a
party to this Agreement. For purposes of this Agreement, the SPARC Nonprofit will legally exist on the date
stamped on the certificate of formation by the Texas Secretary of State or another future effective date, if one is
specified on the certificate of formation). If this Agreement 'is, not amended to add the SPARC Nonprofit as a
"bed above, then this Agreement shall automatically terminate upon the
party within the deadline prescri
expiration of said deadline. If the Agreement to pursuant to this Section 2, then the City shall pay
Consultant for Services actually performed in accordance herewith prior to such termination, less such
payments as have been previously made, in accordance with a final statement submitted by Consultant
documenting the performance of such Services. The parties may extend this deadline by mutual written
agreement.
2.2 Notwithstanding anything to the contrary, Consultant shall, not consult with legal counsel, as
required in Action Step 2, until such time as the, SPARC Nonprofit legally exists and is added as a party to this
Agreement. Any deadlines associated with seeking legal counsel or affected by such may be amended by the
parties, in writing, to ensure that,Consultant has sufficient time to complete all phases of this,Agreement.
Professional services Agreement with Herrera and Ware Research Solutions,L f 13,
30 TERM AND TERMINATION.
3.1 Term. 'Un�ies,s tert-ninated earlier pursuant to the terms of till's Agreement, this Agreement
1 114
shall commence upon the Effective Date and termi''nate on December 31, 201,4 or upon completion of the
V
Services specified whichever is earher., Articles 5, 7, 8, and 9 herein shall survive the term of this,Agreement.,
3.2 Termination for Convenience.
3.2.1 The City may terminate this Agreement for its convenjence upon ten (10) days
written notice to Consultant. Upon receipt of' such notice, Consultant shall
immediately discontinue all Services and work and the placing of all orders or the
entering into of contracts for all s�up�plies, assistance, facilities and materials in
connection with the performance of this Agreement and shall proceed to cancel
promptly all existing contracts insofar as they are char�g'eable to this Agreement. If the
City terminates this, Agreement under this section, the City shall pay Consultant for
I -ormed '
Services actually p�erf in accordance herewith prior to such termination, less
0
such payments as have been previously made, in accordance with a final, statement
submitted by Consultant dOC'Unlenting the performance ofsuch work.
3.2.2 Consultant may, for any reason, terminate this Agreement upon thirty (30) days
written notice to the City. Consultant shall provide the City with coples of all
completed or partially completed documents, prepared under this Agreement on or
before the effective date of termination. If the Consultant terminates this Agreement
under tills section, the City shall pay Consultant for Services actlially performed in
accordance herewith prior to such termination, less such payments as have beet)
previously made, in accordance with a Final statement submitted by Consultant
documenting the performance of'such Services
3�.3 Termination foi- Cause. The City ma terminate thi's Agreement for cause in the event
Y
ConAlltant fails to perform 'in accordance with the terms and conditions contained herein. In such event, the
City shall give Consultant written notice of Consultant's failure to perform, giving Consultant fourteen, (14)
W
calendar �days to corne into compliance with tile Agreement's requirements. If Consultant falls to come into
0
lance with this Agreement, City shall notify Consultant, in writing,, and this Agreement shall be
comp!I
terminated as of the date of such notification. Termination of this Agreement under this provision shall not,
relieve tile Consultant of any damages resulting frorn a breach or a violation of the terms of this Agreement.
3.4 Non-appropriation of Funds,. In the event no funds or insufficient funds are appropriated by the
C.t * i # It
i Y in any fiscaj perioa for any payments due hereunder'. City will notity Consultant Of Such occurrence and
thi's Agreement shall terminate on the last day of tile 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 sha,li have been appropriated.
0
3.5 Upon ternlination of this Agreement for any reason, Consultant shall provide the City with
originals,and copies of all completed�, or partially completed work prepared under this Agreement within th't-ty
(30)calendar days after the effective date of termination, unless otherwise stated 'in tills Agreement.
4. COMPENSATIONO
4.11. The City shall pay Consultant an amount not to exceed Forty-Nine Thousand Nine! Hundred
Ninety-Five Dollars and No Cents ($49,99�5,00) in accordance with the terms of this Agreement and the fee
schedule set, forth, 'in, Exhibit A, and upon coinpletlon of Services rendered shall constitute full compensatioll
for a]] Services,rendered and materials, furnished by Consultant under this Agreement.
Professional Services Agreement with Herrera andware Izesearch Solutions,LLC 3 o�f 13
4.2 The City shall make each installment payment within thirty (301) calendar days after the Ci
V Ity
receives an invoice for the respective Service, deliverable, or Work Product'(as, hereinafter defined) unless there
is a dispute as, to the invoice or service performed, In tile event of a, disputed or contested billing, the City shall
notify the Consultant of any error In an invoice not later than the 2 1" calendar day after the City receives the
invoice, unly that portion so contested may be withheld from payment,, and the undisputed portion will be paid.
If an 0
,y dispute is resolved in favor of tile City, then the Consultant shall submit a corrected 'invoice to the City,
which shall be paid within(30)calendar days after the,City receives said invoice.
�4.3 Consultant shall not perform any, additional services for 'the City not, specified by this,
Agreement unless the City requests, and approves in writing the additional services and costs for Such services.
The City shall not be liable for any additiona,l expenses of Consultant not specified by this Agreement unless the
City first duly approves such expenses inwriting. City and Consultant may aniend this Agreement to allow for
additional payment if additional services are required.
4A Consultant and the City understand that completion of many of the deliverables is dependent on
collaborative work by both. parties and on meetings with multiple stakeholders froni various organizations. As
such, it may be necessary to modify the tinneline and/or due dates for del I'verables, as the project progresses., In
r iate the parties may agree, in writing,, to, extend or modify any of' the t'
Such cases and where app opt ime
deadlines, set forth in this, Agreement.
5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS.
5�.1 City shall own, all riglit, title, and interest "in tile work proiduced by Consultant under this
Agreement (collectively, "Wo�rk Prod�uct")at all times throughout tile, worl�d. Further, City shall bethe sole and
exclusive owner of all copyright,, patent, tradernark, trade secret and other proprietary r�ights, in and to the Work
Product. Ownership of the Work Product shall inure to the benefit of the City from the date of conception,,
creation or mation o,f'the Work Product in a tangible rnedium of expression (whichever occurs first). 'Each
copyrightable aspect of the Work Product shafl be considered a work-m ad e-for-11 1 re" within the meaning of the
Copyright Act of 1976, as,amended, and City will be consideredthe author of the Work Product', with all rights
appurtenant thereto. If, and to the extent such Work Product, or any part, thereof, 'is riot considered a, 'Vork-
miade-f6r-hire" within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly
assigns, sells, and transfers, and to the extent any such as,s,ignment, sale, or transfer cannot be made at the
present time to City, agree�s to assign,, sale, and transfer, all exclusive right, title and, 'Interest in and to, the Work,
Product, and all copies thereof, and in and to the copyright,, p,atent,, trademark, trade secret, and all other
proprietary rights therein, that tile City may have or obtain, without further consideration,, free from any clal-111,
lien for balance due, or rights, of retention thereto on the part of the City. Consultant shall have no copyright or
other Intellectual property interest in the Work Product.
5.2 'The City shall have access to and, be entitled 'to review, and copy any portion of the 'Work,
Product at any time.
6,0 DISCLO�SURIE OF CONFLICTS AND CONFIDENTIALINFORMA'HON,
6.1 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 Agreernent, Consultant hereby agrees
0, agents and
immediately to make full disclosure to the City in writing,. Consultant,, for itself and its officers,
empl�oyees,, 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,detete or otherwise corrupt City information in any way. Consultant shall notify the City immediately "if
the slecurity or integrity of' any City information has been compromised or is believed to have been
compromised.
praessional Services Agreement with Ylerrera and'Ware Researcli Solutions,LLC 4 of 13
7. RIG!LT'TO AUDIT,
7.1 Consultant agrees that the City
i. shall, unti.1 the expiration of three years after final payment
Under this Agreement,, have access to and the right to exaMine at reasonable times any directly pertInent books,
dOCLUnents, papers and records of the Consultant involving transactions relating to this Agreement at no
additional cost to the City. Consultant agrees that the City sha,11 have access during normal working l�iour�s to all
necessary Consultant fa,cilities and shall be provided adequate and appropriate work space 'n order to conduct
auditis in compliancle with the provisions of this section. The City shall give Consultant reasonable advance
notice of intended audits.
'7.2 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 years after final payment of
the subcontract, have access to and the right to exatnine at reasonable tinies any directly pertinent b�ooks,
documents, papers and records of such Stibcontractor 'involving transactions related to the subcontract, and
further that City shall have access during nornia] 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.
8. INDEPENDENTCONTRACTOR.
8.1 It is expressly understood and agr�e,ed that,Consultant shall operate as an independent contractor
as to all rights and privi'le�g,es granted herein, and not as agent, representative or employee of the City., Subject to
a'nd in, accordance with,4 the conditions and provisions of this, Agreement, Consultant shall have the exclusive
right to control the details of its operations and activities and be so,lely responsible for the acts and ornissions of
its officers,, agents,, servants, employees, contractors and subcontractors. Consultant acknowledges that the
doctrine of resj)ondeal superior shall not apply a,is 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 olf'a partnership orjoint enterprise between City and
Consu Itant.
91 LIABILITY AND INDEMNIFICATION,
9.1 LIABILITY, CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT
NOT LIMITED TO, DEATH, TO, ANYAND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT AC'T(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF' CONSULTANT, ITS
OFFICERS, AGENTS,SERVANTS OR EMPLOYEES,
9.2 INDEMNIFICATION. CONSULTANT COVENANTS, AND AGREES TO AND DOES
HEIZEBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, THE CITY
FROM AND AGAINST ANY AND ALL CLAIMS., LAWSUITS, JUDGMENTS, ACTIONS, CAUSES
OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (,INCLUDING, BUT NOT' LIMITED TO,,
ATTORNEY'S FEES AND COSTS OF DEFENSE),, PROCEEDINGS, DEMANDS, DAMAGES,
LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, 13UT NOT LIMITED TO,
THOSE FOR PROPERTY' LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS'
COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DANIAGE) AND/OR
PERSONAL INJURY (INCLUDING, BUT' NOT LIMITED TO,DEATH`) TO ANY AND ALL PERSONS,
OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING
FROM ANY ACTS, ERRORS, OR OMISSIONS OF CONSULTANT AND/OR CONSULTANTIS
CONTRXCA"RS AND THEIR, RESPECTIVE OFFICERS, AGENTs, EMPLOYEES, D'IRECTORS,
MENMERS, PARTNERS, AND REPRESENTATIVES, IN CONNECTION WITH THE E,XEC'UTION,
VIERF(IRMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS CONTRACT,
EXCEPT'rHAT THE WDENMT'YVR0'%*", ED FOR IN THIS,PARAGRAPH SHALL NOT kppLy TO
Professional Services Agreement with fierrer,a and WaTe Research Solutions,LLC 5 of 13
ANY LIABILITY RESULTING FROM THE SOLE GROSS NEGLIGENCE OF THE CITY.
9.3 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE
CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CONSULTANT, ON NOTICE
FROM THE CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT CONSULTANT'S
EXPENSE,BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY,
9.4 Consultant shall require all of its subcontractors to include in their subcontracts a release and
indemnity In favor of the City 'in substantially the same form as above.
1of ASSIGNMENT AND SUBCONTRACTING,
10.1 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 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. 4"he Consultant and assignee shall
be jointly liable for all obligations Linder this Agreement prior to 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.
III INSURANCE.
11.1 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. Consultant has an ongoing duty to provide the City with an annual certificate of insurance to
evidence coverage. Such, insurance shall cover all insurable risks incident to or in connection with, the
A ,
execution, performance, attempted performance or no,nperf or-mance of this greement. Consultant shall
.
maintain the following coverage and limits thereoISl.
11.1.1 P,rofessionail,,,Iqbility— Errors& Otnissions
$1 000,000 Each Occurrence
$1 O�00,0�O�O Annual Aggregate Limit
Iii, This coverage shall protect the insured against claims arising out of
alleged errors in judgment, breaches of duty and wrongful acts arising
out of their management duties.
11.2 Additional KNIijpqients
11.2.1 Insurers of c'onsultant's insurance policies shall be licensed to do business 'in the state
of Texas by the Department of Insurance or be otherwise eligible and authorized to do business,
in the state of Texas. Insurers shall be acceptable to the City insofar as their financial strength
and solvency and each such company shall have a current minimum A.M. Best Key Rating
Guide rated of A-: V11 or other equivalent insurance industry standard rating otherwise
approved by the City.
11.2.,2 Coverage shall be claims made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. The certificate of
insurance shall state the coverage is claims-made and include the retroactive date.
Professional Services Agreement with tierrera and Ware Research Solutions,LL C 6,of 13
12, CO FIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS,
12.1 Consultant agrees, to comply with afl applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation ol'such laws,, ordinances, rules or regulations,
Consultant shall immediately desist from and correct the violation.
13. NON-DISCRIMINATION COVENANT.
13.1 Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest,, as part of the consideration herein, agrees that in the perfon-nance 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 fr m 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.
14. INOTICES.
14.1 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 CITY To,CONSUIJANT:
City of Fort Worth Herrera and .r .Research
Parks and Community Services Department Solutions LLC
Attn: Director Attn* Anne Ware, Member
42,00 South Freeway, Suite 2200, 23901 Redbird Trail
Fort Worth TX 76115 Marble Falls,TX 786154
15* GOVERNMENTAL POWERS*
15.1 It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers,
16. NO WAIVER AND SEVERABILITY.
16.1 The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise all 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.
4
16.2, If any provision on 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.
17. GOVERNING LAW/VENUE*
17.1 This Agreement shall be construed in accordance, with the internal laws of the State of Texas. If
any action whether real or sserted,
at law or in equity, is brought on the basis of this Agreement, venue for
, a
Stich action shall lie In state courts located in Tarrant County, Texas or the United States District Court foi-the
Northern District olTexas,Fort Worth Division.
Pvofesslonal Services Agreement wit,h,Herr eta and Ware Research solutions,LLC 7 of 13
18. FORCE, MAJ111:URE.
18.1 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 perforinance
due to force majeure or other causes beyond their reasonable control (force maj cure), including, but not limited
to, compliance with any govemment law, ordinance or regulation, acts of God, acts of the public enemy, fires,
s *kes lockouts natural disasters, wars riots material or labor restrictions by any governmental authority,
tri i� I
transportation problems and/or any other similar causes,
19, HEADINGS NOT CONTROLLING.
1,9.1 Headings and titles used 'in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
20. R]EVIEW OF'COUNSEL AND SIGNATURE AUTHORITY,
20.1 The parties ac knoc wledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construct ion 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.
20.2 The person signing this agreement hereby warrants that lie/she has the legal autilority to execute
this agreement on behalf of the respective party, and 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.
21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
21.1 No extension, modification or amendment of this Agreement shall be binding upon a, party
hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of Such party.
22, 'ENTIRETY OF AGREEMENT.
22.1, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Tarrant County, F rt Worth,
Texas to be effective as of the Effective Date.
0
CITY OF FORT WORTH. HER RERA AND WARE
RESEARCH SOLUTIONS, LLC
By-�
1 -
Su an Alanis Anne Ware
Assistant City Manager Member
Date.- Date: f
pTotewonai services Agreement with fier-rera and Ware Research Solutions,LL C 8 of 0
APPROVED AS FORM AND LEGALITY.
m m
r Y,19 IR � �c�
iYi�Vistant City Attomey
ATTES
w
C i y
No M&C required
I
�o
pro...
SECRETARY:CITY 0 OF'FICIAL RECORD "
FIT, WORT., TX
r
o i. I Services Agreement with Herr era and Ware Research Solutions,LIC 91 of 13
EXHIBIT A
ACTION STEPS,SUBSTT EPS,SCOPE OF WORK,
DELIVERABLES,DEADLINES& INSTALLMENT PAYMENTS
Table L Actions Steps for CFW/SPARC Implementation of'a,City-WIde Data Sharing System for OST Programs,in the Foirt Worth Area,
,SPARt ACTION STEP"l;WINDUCT NEEDS ASSESSMENT AT OST AND,SCH:00,t DIS TI'ICTSITO—The purpose Is to pt I I f ----
he rin orm,ation 4W4t OST progrOm$1
practices;uses of,data,resou es,,constralints,and exl?ectations that can be used to make recommendations for the devel .
%nent,Of the data sh An M_0 s2te
SPARC 5ub-steps Cons uttant Scope of Work Dellverables Deadline, Installment
Payment
1.1 Develop Interview I n te ry lew S P A RC staff revi ew S PA RC documents and dr a ft two Preliminary draft of OST and 1/31/2014 $6058.00
protocols. interview p rotocols for interviews with OST and school district school district interview topics
staff, and questions
L2 Conduct a kick-off Attend meeting with SPAR staff to plan the kick-off mee ti ng, Meeting agendas,power point 1/31/20,14 $1345.00
meeting with OST participate in the kick-off as co-facilitator with SPA staff.. slides and handouts for kick-
planning team, off meeting,
——-------------........IT....
3/31/2014 m.-'i 37 5 1 e dule and conduct Train Consultant staff on interview protocol. Conduct one-hour Final draft of interview $4850,�00
interviews, interview with 12 OST providers and 9 School District data staff, protocols,list of dates,times
and persons interviewed at
each site
1.4 Assess readiness of Analyze data gathered from OST and School District site Interim report submitted to 4/30/2014 $M07100
OST sites. interviews. Prepare an interim report summarizing the results of the City
the site interviews,including an assessment of sites'readiness to
1�5 Prepare summary use a data system,their current use of data,their expectations
report fo r a System,and re commendations for how the Sys tern roan be
used to meet the needs of the OST and School District sites,
1 1 11 -,.........
Professional Services Agreement with Herrera and Ware Research Solutions,LLC 1 0 of 13
EXHIBIT A
ACTION STEPS, SU BST EPS, SCOPE OF WORK,
DELIVERABLES,DEADLINES & INSTALLMENT PAYMENTS
(CONTINVED)
SPARS ACTION STEP 2;ADD' ES FERPA I$SUES-The purpose isio e nsu re a lega 1,data sharing proctssi that meets all FERPA regulations ainid a Ifeviates,
Pro.1der,and district concems about � rondontlality. .......
21 Review regulations and Review FERPA regulations arid School:district data policies Summary of key issues,potential 2/2812014 52475,00
OS
OST procedures. and proce on
dures. Cduct 2.3 phone interviews with .Tr barriers,and recornmended,
sites and other cities that are currently using data sharing procedures for a FERPA compliant
systems. data sharing process.
—2.2 Consult with legal Participate in a I-1J2 bour meeting with SPARC staff and Summary of meeting. 3/31/2014 $1125,00
counsel appropriate legal counsel to ensure compliance with all
applicable federal,state,and local laws,rules,and regulations
andobtain legal feediback and recommendations,. Send
FERP ,summary to legal counsel prior to the meetinr,
2.3 Draft compliance Prepare a draft of compliance procedures,including ai Drafts of FERPA procedures,MOU 4/30/2014 $3355.00
procedures. template for Cli sites and School Districts to use for MOU's and data sharing templates
and data sharing agreements, submitted to CFW,,
2.4 Prepare MOU/data
sharing templates.
SPARC ACTION STEP 3,.,CON DUCT STAKEHOLDER MEETING-The,!purpose Is to obtain feedbatliftem,keystakehol4ers that van be used�to golde the
d maintenance of the system.
lo n oment Installatio an
3A Review needs Participate in SPARC planning meeting to review results of Meeting agendas,power point 5/31/2014 X2634.00;
assessment and FERPA needs assessment and FERPA review and plan stakeholder slides and handouts for
procedures with meeting. Prepare consultant material's fair stakeholder stakeholder meeting.
SPARC. meeting,present power point summary of needs assessment
11 and FERPA review at stakeholder meeting.
12 Prepare and schedule
meeting.
3.3 1-Concluct the meeting. ......11.......... ......
Profe n Services Agreernent Nvith Herrera and Ware Research Solutions,LIC I I of 13
vr_,JjX111 I B IT A
ACTION STEPS,SUB,STEPS,SCOPE OF WORK,
DELIVERABLES,DEADLINES& INSTALLMENT PAYMENTS
(CONTINUED)
SP RC ACTION SUP 4a,DEVELOP LOGIC MODEL—The Purpose is to provide a written destription of'a data shad ng process that can be used as a guide far:
de topme of an Up dl Ion,of a vendor and imptementation of the sy!tarn.
41 Finalize data system Prepare a narrative and/or,logic model proposal describing how Narrative arid/or logic model 61/30/2014 $7000.00
expectations and the data sharing process should work. Prepare a list of data that of data sharing process
recommendations. OST sites and School Districts wilil be expected to provide. include submitted to CF'' ,
a recommended tirrieline for gathering,uploading and reporting
4, Develop,logic model. data to the System.
SPARC ACfl ON STEP,S to SELECT VEN DOR-The purpose is to,se lett a vendor or softwa re develope r most qua I ified to provide a data sharing qsterni that meets
if pectations described In the logic model.
5.1 Recruit a selection Meet with SPARC to discuss potential team members,provide List of potential team 7/31/2,014 500.00
team,schedule reco,m ni e nda ti o n s acrd c,ointa c t i nfor ma tio n,contact potential members.
meetings, mere hers,
1 investigate software Participate in three vendor selection team meetings as a member Meeting agendas,power point 8/31/2014 $1350.00
products,determine if of the team. Present SUrninary of logic model to vendor selection slides of logic r-nodel
system should be te a rn. presentation,
purchased or built.
r3 Write RFP/RFQ for Collaborate with SPARC staff to write the scope of work and S,I cope of work and evaluation, 9/30/2014 $2098.00'
data system vendor evaluation criteria sections of the Request for Proposals("W"). criteria 5ubrniitted for
and for an institution inclusion in the RFP.
to house the system,
SA Evaluate applications, Review applications and eva lluate each according to the Copies of the consultant 10/31/2014 $1350.00
select vendor and evaluation criteria, Participate in team meetings to make vendor ratings and rationale for each
institution for housing recommendation to CFW. application,
the data
Professional Services Agreement with Herrera and Were Research Solutions,LLC 12 of 13
EXHIBIT A
ACTION STEPS, SU'BSTEPS,SCOPE OF WORK,
DELIVE,RABLES,,DEADLINES & INSTALLMENT'PAYMENTS
(CONTINUED)
-SWCACTION STEP,6:DEVELOP AND PILOT iyRffW—The purpose,is for the veodor to Install a wer-ftiendlydaitai sharing system thoroughly tested by OST
stual 'using sft and Sdwol Obbict data,
I
6.1 Recruit pilot School N/A—SPAR C will conduct this task. N/A N/A N/A
Districts and,CAST sites.
&2 Conduct kick-off Participate in a meeting with SPARC to plan pilot kick-off Meeting agendas,power point 8/31/2014 $389UO
meeting with pilot rneeting. Prepare drafts of forms and procedures,for pilot slides,drafts of forms and
gr0LJp. sites to use for gathering and reporting data. Participate in: procedures
kick-off ryieeting—discuss logic model,data
collection/reporting processes,MOUs and data requests.
63 Prepare MOUs and Meet with pilot CAST providers to review and finalize their M�OUs,and data requests from 91/30/2014 I .50=
data requests and MOUs and first data requests for submission to two pilot pilot sites are ready for
submit to School School Districts. submission to the school districts.
Districts.
6.4 Identify process for Participate in planning sessions with vendor,data housing Meeting agendas andl notes. 11/30/2014 $900.00i
transferring School institution,School District staff and SPAR C to determine data
District data to vendor. transfer process.
TOTAL $49199S.:O:oj
Professional Services Agreement with Herrera and Ware Research Solutions,LLC 13 of 13