HomeMy WebLinkAboutContract 45335 CITY SECRETA$Vr
CONTRACT NO,
PROFESSIONAL SERVICES AGREEMENT
"his PROFESSIONAL SERVICES AGREEMENT ("'Agreement") is made and entered into
by and between the CITY 01F FORT WORTH (the "City"), a home rule municipal corporation
situated in portions of 'Farr ,nt, Denton and Wise Counties, Texas, acting by and through Fernando
Oasts, its duly authorized .assistant City Manager, and Brio Servii es, ITC" d/ /a Brio Consulting',
:PLC (the "Consultant" or "Contractor"), a. Texas limited liability darn pa.ny and acting by and through
Nancy B. Lernerl, its duly authorized Chie f Executive Officer each individually referred to s 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 Sc hedule
4. Exhibit C—Milestone Acceptance Form
5. Exhibit D- Signature Verification Form
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 docurnents, the terns and conditions of this Professional
Services Agreement shall control.
The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers,
agents,employees,, representatives, servants, contractors or subcontractors.
The term"City")shall include its officers,employees,agents., and representatives.
L SCOPE OF SERVICES.,
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of establishing asset andwork, management system related ,goals, objectives, and standards for
the Water Department, and for the development of an asset management strategy. Attached hereto and
incorporated for all purposes incident to this Agreement is Exh t "A," Statement of Work, more
specifically describing the set-vices to be provided hereunder.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement ent ("Effective Date") and shall continue In full force and effect thr-u December 31, 2 l
("Initial Term"), unless terminated earlier in accordance with the p�rovis,ions of this Agreement.
I CONTPENSATION.,
The City sha.l. pay Consultant an amount not to exceed $49,700.00 in ccor ance with the
OFFICIAL RE,COR,D
.l Prof s rnal Services Agg ent R ftl& 3 Y
Brio Consulting,LLB t&e9ftE*1ARY
RECEIVED
provisions of this Agreement and the Payment Schedule attached as Exhibit"WI 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 requests 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.
4. TERMINATION.
4.l. 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 Nona ration 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 payments herein agreed upon fir which funds have been appropriated.
4.3 Breach.
Subject to Section 29 herein, either party may terminate this Agreement for breach of
duty,obligation or warranty upon exhaustion of all remedies set forth,in Section 29.
4.4 Duties and.ObIligat,tons 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. In the event Consultant has
received access to City information or data, as a requirement to perform services, hereunder,
Consultant shall return all City provided data to the City in a machine readable format or other
Format deemed acceptable to the City.
5, DISCLOSURE OF'CONFLICTS AND CONFER NTIAL INFORMATION.
5.1 Disclosure of Conflicts. 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.
5.2 Confidential Information. Consultant, for itself and its officers, agents and employees,
agrees that it shall treat all infori-nation 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.,
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51.3 Unauthorized Access. Consultant shall 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. Consultant shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Consultant shall, in good faith, use all commercially reasonable efforts, to cooperate with the City
'dent4*ng what information has 'been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant a ,reel 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 y ears, 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 have 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 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.
7. 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 anu
activities and be solely responsible for the acts and omissions of its officers,, agents, servants,,
employees, contractors, and subcontractors. Consultant acknowledges that the doctrine of respondeal
superior shall not apply as 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 of a partnership or joint enterprise between
City and Consultant. It is further understood that the City shall in no way be considered, a Co-employer
or a Joint employer 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 ANDIANDEMNIFICATION.
A. LIABILITY - CONSULTANT SHALL BE LtABLE AND RESPONSIBLE FOR ANY AND
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ALL PROPERTY LOSS, PROPERTY DAMAGE AND/Olk PERSONAL INJURY, INCLUDING
DEATH,TO A-NY AND ALL PERSONS,OF ANY KIND OR CHARACTER,WHETHER REAL
OR, ASSERTED, TO TtM EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OM SS O S , MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
134 'INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND: OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED,DAMAGE OR LOSS TO
CONSULTA,,NT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR,PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF: OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSION'S OR MALFEASANCE OF CONSULTANT, ITS
OFFICERS,AGENTS.,SERVANTS OR EMIP LOPE. ES.
C. COPYRIGHT INFRINGEMENT Consultant agrees to defend, settle, or pay., at its own cost
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and expense, any claim or action against the City fo r infringement of any patent, copyright, trade
secret, or similar property right arisling from Cilty's use of the software and/or documentation gin
accordance with this agreement. Consultant shall have the sole right to conduct the defense of any
such claim or actlon 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 en,,wined or restrained or, if as a result of a settlement or
compromise,such use is materially adversely restn*cted,Consultant shall,at its,own expense and as
Cifty's sole remedy, either-. (a) procure for City the right to continue to, use the software and/or
documentatinon; or (b) modlify the software and/or documentation to make it non-linfringing,
ided that such mod*flcat*on does not materially adversely affect City's authorized use of the
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software and/or documentation; or (c) replace the software and/or documentation with equally
suitable, compatible, and functionally equivalent non-infringing sonware and/or documentation at
no additional, charge to City; or (d) 'if none of the foregoing alternatives is reasonably available to
Consultant, terminate thts agreement and refund to City the payments actually made to
Consultant under this agreement.
9" ASSIGNMENT'AND SUBCONTRACTILNG.,
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. 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 of may apply. The Consultant, shall provide the City with a fully
executed copy of any such subcontract.
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10, INSURANCE.
Consultant shall provide the City with certificatc(s) of insurance documenting policies of the
following minimum coverage I i-mits that are to be in effect prior to commencement of any work pursuant
to this Agreement,-
10-1. Coverer and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
1, ! ,O O Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives
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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
$1001),000 Each accident/occurrence
$1009000 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 $1 ,000 per disease per
employee
(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
(1v) Fraud, 'Dishonest or Intentional Acts with final adjudication language
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CG 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
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Frime 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 following 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
employees, 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 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-pa. ent of
premium. Notice shall, be sent to the Risk Manager, City of Fort Worth, t000 'rhrockmorton,
Fort Worth,Texas 76102, with cop ies 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- VH in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisf action of'Risk
Management. If the rating is below that required, writ-ten 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 red insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to this
Agreement.
11. COMTLIANCE WITH LAWS 20RD.INAN CEO,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.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest,, as part of the consideration herein., agrees that in the performance of Consultant's duties and
obligations,hereunder, it shall not discriminate in the treatment or employment of an 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.
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13. NOT'ICES.,
Notices required pursuant tea 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 th,e other party by 'United States Mail, registered, return receipt requested, addressed as
follows:
City of Fort Worth Brio Consulting, [,LC
Attn: Fernando Costal, Assistant City Manager Attn: Nancy B. Lerner
i 000 Throckmorton It 152 WesthelmerRoad#685
Fort Worth TX 76102-6311, Houston, Texas 77042
Facsimile.-- (81.7) 392-8654 Facsimile: (713)975-8219
With Copy to the City Attorney
,At same address
14. SOLICffAT'ION OF EMPLOYEES.
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, ithout the prior written consent of the person's emp�loyer. Notwithstanding the foregoli
,, wi I ing,
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 "DIES
It i's 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,
r'Fhe failure of the City or Consultant to insist upon the performance of any term or provi,sion of'
this Agreement or to exercise any 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.
170, GOVERNING LAW/VENUIE.
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 1"arrant County, Texas or the United States District Court for the
Northern,District of Texas,,Fort Worth Division.
18. SEVERABYLITY.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity,
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legality and enfOrcesability of the remaining provisions shall not in any way be affected or impaireu.
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 goverriment law, ordinance or regulation, acts of God, acts of the public
enemy, kes, lockouts, natural disasters, I
,y fires, An wars riots, material or labor restrictions, by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLUNG.
Head,ings 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 mstrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEAUNT,
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
their assigns and successors in interest,
Consultant'. , as to the matters contained herein. My prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this, Agreement.
I provision 1
24, COUN"TERP'ARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.,
25, WARRANTY Off"'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
(301)days from the date that the services are completed. In such event, at Consultant's option, Consultant
shall either(a) use commercially reasonable efforts to re-perform the services in a manner that confon-ns
with the warranty, orb refund the fees paid by the City to Consultant for the nonconforming services.
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26. 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
acce tance by execution of the Milestone Acceptance Form, which is attached hereto as Exh*bit "C.1'If
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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 shall have ten (1 0) 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.
27. NETWORK ACCESS.
Not applicable to this agreement.
2861 IMMIGRATION NATIONALITY ACT'.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility', employment verification, and nondiscrimm* ation.
Consultant shall verify the identity and employment eligibility of all,,employees who perform work under
this Agreement. Consultant shall complete the Employment Eli gibility Verification Form (1-9 , maintain
photocopies, of all supporting employment eligibility and identity documentation for all employees, and
upon request,, provide City with copies of all 1-9 -fon-ns 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 perfon-n
such services. Consultant shall provide City with a certification letter that it has, complied with the
v 'fication requirements required by this Agreement. Consultant shall indemnify City from any penalties
erl
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.
29. JLNFORMAL DISPUTE RESOLUTION..
Except in the event of termi-nation 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 practicable after
discovering the clahn, dispute, or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (1 0) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, e!lther 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 fall 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 parties, cannot resolve the
dispute through mediation, then either party shall have the right to exercise any and all remedies available
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under law regarding the dispute. Notwithstandtng 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 the 'Informal dispute resolution process 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.
3010, REPORTING MQUIREMENTS
For purposes of'this section, the words below shall have the following,meaning:
Child shall mean a person under the a of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions, by the manipulations of electronic or
magnetic impulses and includes all input, output., processing, storage,or communication facilities that are
connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business,
installs, repairs, or otherwise services a computer for a fee. Illis shall include installation of software,
hardware, and maintenance services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing
services pursuant to this Agreement, views an image On a computer that is or appears to be child
pornography, Consultant shall immediately report the discovery of the image to the City and to a local or
state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited
Children. The report must include the name and address of the owner or person claiming a right to
possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report
required herein may result in criminal and/or civil penalties.
31. SIGNATURE AUTHORITY,
The person signing this agreement hereby warrants that he she has the legal authority to execute
this a ernent on blehalf'of the respective party,, and that such binding authority has been granted by
gre J,
proper order, resolution,, ordinance or other authorization of the entity, This Agreement, and any
amendment(s) hereto,, may be executed by any authorized, representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as,
Exhibit "D11 and incorporate herein by reference. Each party is fully entitled to rely on,these warranties
and representations in entering into this Agreement or any amendment hereto.
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IN T' ASS'WHEREOF, the parties hereto have executed this Agree mentIn multiplies thls,,� y
o f
ACCEPTED AND AGREED,.
CITY OF FORT WORTH: NAME OF CONSULTANT-.
By*-
Fernando Costa ✓
Assistant City Manager By
-A/w
Nat�e""
014
Date. Title':
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ATTEST.-
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By: -hie EST.-
Mi Maya
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Ma Kayser
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C 4 ecretary
APPROVED AS TO, FORM AND
LEGALITY:
By:__w
Michelle Kretz
Assistant City Attorney
CONTRACT AUTHORIZATIONO
M&C*
Date Approved, V\
OFFICIAL RECORD,'
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1"I'Professional Services Agreement C1TYkW.Q%17AW 013
Brio Consulting,LIC
no WORTHy TX
EXHIBIT A
STATENtENT OF W01RK
Proposal for
Phase 1
Development of Asset Management Strategy
(Fort Worth Water Department Continuous Improvement, Program)
by
Brio: Consulting, LLC
Background
The Fort Worth Water Department recently completed an exhaustive analysis of its performance versus that of
private sector water/wastewater service providers. This analysis,showed that the Department provides a high level of
service and does so very cost effectively. For this the Department should be Justly proud. The results of the
assessment would have been different if the Water Department did not currently have an asset management program.
The Department does, however, recognize that there are opportunities, for improvement in the manner in which it
manages the maintenance/repair/replacement cycle of its assets. Refinement of the Department's current asset
management methods clearly fal,ls into the category of ''continuous improvement,," to which the Department is
committed.
An asset management program is Most
efTective when it provides objective strilit);,
icl
evidence for strategic and tactical
decisions,related to the maintenance, Capital lmpmvement 11rogram
rehabilitation, and replacement of' Operatiiig Plaii
Budget
utility infrastructure. Effective
programs are designed to address the
goals and objectives of the utility and
are built on business practices and an
organizational structure that are aligned
with these goals and objectives.
Techii.ologies are configured in support
of the business processes,and
organization. All these components
(people,processes,and supporting
technology)are interrelated and should therefore be considered simultaneously when designing the asset
management program.
The scope proposed in this document begins with the documentation of enterprise goals,objectives and standards for
asset management. These lay the foundation for designing asset management business processes. By establishing
consensus on the business practices and establishing a 'plan for project governance (organization and decision
making), we begin to develop the "culture" of asset management. This scope also addresses certain high level
technology considerations, including the identification of systems of record for the "Information essential to the asset
management processes as well as conceptual plans for integration among these business applications.
The business value of an asset management program depends on several factors, including-.
0 A clear, well-understood process for evaluating asset perfon-nance, renewal. and replacement needs,
and maintenance strategies
Data to support renewal, replacement and maintenance decisions
0 Standards for describing and comparing requirements for asset renewal and replacement and for
managing work for all the classes of assets the organization uses or maintains
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0 Alignment with industry leading practices to support evidence-based decisions about capital,
improvements and ongoing,maintenance
These processes and standards are the foundation for,configuring,enterprise asset and work management systems,
Defining these processes and standards, in advance of software implementation is important for several reasons.,
These include:
0 Ensuring the software is configured to support the organization's business and data requirements
0 Supporting communication and collaboration across different business units
0 Reducing the cost and time needed for system deployment and ongoing administration, both by
providing a basic configuration framework and by reducing the complexity and volume of system
interfaces, reports, and screen and database modifications needed
0 Guiding,system governance decisions, both during the implementation process and as part of ongoing
system administration and change control.
When defining processes and standards, it is important to understand not only basic precepts and,industry leading
practices for asset and we management but also the basic i1inctionality,strengths and limitations of the technology
that will support asset and work management program.
Fol I owing is an overview of an efficient, fast-track process for establishing asset and work management standards
that can be used to ultimately guide technology deployment.-
I. Clarify executive management's goals and objectives for the asset management program.
2. Assemble a team of'representatives from all business UrlitS, including individuals responsible for asset
management decisions and technical personnel responsible for supporting,the work and asset management
system.
3. Through a combination of training and group discussion with the team,establish a common
understanding of the basic principles and leading practices for asset and work management,and
communicate the organization's goals and objectives for the program.
4. 'Fhrou consultation gh a combination of individual consultation and team discussion,establish consensus on,the
Department's current asset management readiness and then identify the strategic projects necessary to
achieve executive management's goals. Establish consensus on the role of technology in general,and of the
work management system and GIS in particular, in supporting the program, including requirements for
mtegration among the systems that support the asset management program.
5. Establish consensus on a governance model for the projects that will establish the asset management
program.
This process can be completed in a matter of a few weeks,beginning with one-on-one interviews with executive
leadership followed by team discussions and consultation. Project outcomes include-
• Documentation of program objectives and department-wide as and work management standards
• Brief memorandum describing the current situation relative to management's goals and articulating
the strategic projects needed to 'bridge the gap between the current situation and management's
expectations.
Conceptual model of Integration of the systems identified in the memorandum.
0 Governance model (organizational structure and decision making processes) for the projects
identified in the memorandum.
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► Recommended implementation plan and schedule for the entire asset management program, including
technical work associated with the work management system, integration of GIS and introduction of
new, evidence-based techniques for capital planning.
Work Scope Description
Brio Consulting is pleased to propose the following scope of work for establishing asset and work management
system related goals,objective and standards.
Task 1. Cla,rid and Calibrate Asset Management Program Objectives and Implementation Strategy
Using the 2000 6 Water IT Plan and the 20l' IT Master Plans as a starting point,,Brio will surru-narize previously
documented goals and objectives,associated with asset management and will review and refme this summary with the
Diepartment's,IT managers. In addition to this summary,Brio will document current asset management practices in
each of the department's divisions. By way of example these include the sewer PM program,in Field Operations,the
Utility water main replacement decision making process,and use or not)of CapPlan and ICAP for wastewater RBA
based renewal prioritization.
Brio will meet individually with the Director and Assistant Directors to review this sun-unary and solicit input on
current goals,,objectives and expectations for the Utility's asset management program. Based on this input, brio will
define a preliminary set of initiatives to be undertaken in the planning and implementation phases of an asset
management program. Using the WIT and I]`plans' success,factors:as a starting point, Brio,will suggest a
preliminary set of Key Performance Indicators associated with the program and the prqjects and the 'impact of the
performance measurement element of the program on staff levels and responsibilities. tBirto will facilitate a brief
meeting of the executive team to present consolidated findings and preliminary suggestions,discuss the decision
making process for asset renewal and replacement,and establish associated information requirements. This
discussion will clarify how the program will support and leverage the Effective Utility Management decision making
framework and support the City's Six Sigma program.
Fort Worth will assemble a project team with business representatives from each division as well as technical
representatives from IT'. Each division should identify 1-4 representatives who are familiar with the division's
current asset and work management processes. The Fort Worth Project Manager will identify weeks for which the
team is available to participate in workshops(prospective dates for the sessions).
Brio will conduct a series of team meetings and consultation with team members to achieve the following:
• Establish a common understanding of the basic principles and leading practices for asset and work
management
• Communicate the organization's goals and objectives for the program
• Establish consensus on the Department's current asset management readiness
• Identify the strategic projects necessary to achieve executive management's goals
• Establish,consensus on the role of technology, in general, and of the work management system and
GIS in particular,,, in stipplorting the program (using the WIT plan as the guide,for the"base case"'
implementation sequence)
Task I Defiverables
• Summary of executive management's oljectives for the asset management program and associated
information requirements
• l3flefinemorandurn describing organizational readiness and a strategy for bridging the gap between
the current situation and executive management's program objectives.
• A memorandum summarizing current departmental asset management practices.
Task Z Establish Hasic Asset Management Standards that Support the Program Goals and Objectives
Each division of the utility operates and maintains unique que classes of assets. Although,these assets have difierent
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characteristics and require different types of maintenance,there are certain principles of asset management that apply
throughout the department. Prior to im, lementation of the new work and asset management technology it i
P I Is
important for the divisions to agree on the basic standards and the framework within which each division can,define
the requirements,for maiiagingthe classes of assets that it maintains.
In preparation for the workshop,Fort Worth will provide Brio with lists of valid values currently used in the
department's work management systems for the topic areas described below(to the extent that the systems,track this
information). Brio,will develop a preliminary set of enterprise standards that leverages,familiar nomenclature to the
extent possible.
Over the course of a full-day workshop,Brio will present the suggested starting points for specific standards based
I "
on leading practices and Fort Worth's asset management program goals,,objectives,and data requirements, including
data required for the pertiormance management component of the program. Brio will then facilitate discussion.of the
standards and will update the documentation interactively as the team comes to consensus on each standard.
Topics for the workshop *include-.
0 Asset life cycle status, including synonyms and impact on functionality
Asset criticality levels
• Asset condition ratings/level's
• Work order life cycle statuses, including synonyms and impact on functionality
• Work hold reasons,
Work order priority levels
0 General work types(e.g.,preventive maintenance,repairs,special projects)
0 Service request(customer case)statuses
Work order costing business r-ules
• General approach to representing organizational responsibilities
• General approach to location hierarchy
Task 2 Deliverables
0 Documentation or asset and work management standards to which the project team has agreed
as 3'.DL*Vcuss System Integration Requirements
Brio will facilitate a half-day workshop to discuss systems of record for the *information needed for the asset
management program and associated integration requirements. The outcome of the workshop will be a high level IT
architecture diagram that depicts the conceptual system integration points,. Workshop:participants will develop
priorities for the various system interfaces and will identify which 'interfaces must be developed as part of the
Maximo reimplementation and which might be deferred.
Task 3 Deliverable
Conceptual diagram of system integration to support asset management
Task 4.Plan Project Governance
Governance is a set of rules and an organizational structure for making decisions related to the irnplementation and
ongoing administration of business applications. Effective governance is a collaborative effort between business
users of the application and the technical personnel who deploy and support the technology. When an application
serves multiple business units, it is particularly important to define a governance model that ensures each division's
needs are addressed while,controlling the cost and complexity of the implementation.and ongoing support.
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Brio will conduct a half day workshop to plan the governance model for the strategic projects outlined in Task 1.
Task 4'Deliverable
Documentation of team decisions,on the processes,, roles, and responsibilities for implementation and
on. oin administration of the systems identified in Task 2.
Task 5. Develop Implementation Plan
Brio will recommend a plan and schedule for implementing an asset management program'.including the
reimple!mentatl'on and expansion of the Maximo system. This plan will incorporate the standards developed in
previous tasks. Bfio will submit a,draft plan document and will then facilitate a half day workshop to review and
refine the plan.
Task 5 Deliverable
0 Implementation plan and schedule
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EXHIBIT B
PAYMENT SCHEDULE
Fee and Schedule
Brio will provide the services described above for a fee not to exceed$49,,700 billed monthly based on percent of
work complete.
1, -Define Asset Management Pry Ob*ectives and Implementation Strati $1911,700
2-Establish Basic Asset as enient Standards $81500_
3 -Discuss S stem fnle Lfation Requirements $6,900
4-Plan System Governance $611.00
1 5-Devel2p Implementation Plan $8,�500_
Shortly after notice to proceed, Brio and the Water Department's Project Manager wil develo mutua ly agreeable
project schedule.
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EXIHBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverabl.e Ref #.-
Milestone/Deliverable Name.-
Uniffestin
I g Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments if needed)-,
Approved by Consultant. Approved by City Department Director:
Signature.- Signature-.
Printed Name: Printed N'am,e-.
Title,-. Title:
Date: Date:
......................................
For Director Use Only
Contracted Payment Amount:
Adjustments, 'including
penalties*.
Approved Payment Amount.#
IT Professional Services,Agreement Revised Seel emberl,2013
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EXHIBIT D
VERIFICATION OF SIGMA RIE AUTH01RITY
Full Legal Name of Company-.
Legal Address:
Services to be,provided.-
Execution of this Signature Venificatlion For ("Form") hereby certifies that the following, individuals
andlor positions have the authority to legally bind th,e Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordm' ance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in -this, For i,ii in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City, is entitled to rely on any current executed Form until it receives a
revised Form,that has been properly executed by the Company.
Name: L o_i,jeero'
Position:
7
2. N a m
Position:
Sign Aire
3. Name-.
Position:
................
Signature
Name:
d4
Signature of President l CEO
Other Title.-
Date:
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Brie Consulting,,LL C
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