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HomeMy WebLinkAboutContract 45421 dYIF mr UTY SECRETARY vo-t CONTRACT NOI10 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City;; or"Company"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise counties, Texas,,, acting by and 'through Susan Alanis, its duly authorized Assistant city Manager, and Hum Cap, LP", (the "Consultant"'), a Texas Lilmiited Partnership, acting by and through Tad McIntosh, its duly authorized Managing Partner, each individually referred to as a "party"' and collectively referred to as the "parties." CONTRACT DOCU IE T'S The contract documents shalil include the following- 1 . This Agreement for Professional Services 2. Exhibit A--Statement of Work plus any amendments to the Statement of Wort 3. Exhibit Payment Schedule 4. Exhibit c�—Milestone Acceptance For... 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 bet voeen the documents, the terms and conditions of this Professional, Services Agreement shall control, I. SCOPE of SERVICES. Consultant hereby agrees to provide the city with professional consulting services for the purpose of reviewing, revising, and comparing job descriptions and compensation review for 29 Information Technology Solutions (ITS) positions. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit"A,," Statement of olrl , more specifically describing the services. to be provided hereunder. Z. TE MI. This Agreement shall commence upon the date last executed'' by both the city and consultant. ("Effective Date") and shall continue in full force and effect for one year from the Effective Date 4"Ter "1 unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The 'City shall pay consultant an amount not to exceed $15,000.00 during the Terra in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B, which is incorporated for all purposes herein. consultant shall not perform any additional services for the City not specified by this Agreement unless the city 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, 4.1. convenience. OFFICIAL RECORD CITY SECRETARY IT Professional Services Agreement Ha rnGap,uLP FFF xecution Copy 3.3. t 4 Pa��� � � 'NS�WI!. .NYdN`u"+IIOUII 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 on-a2propriation 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 for 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 Obligations 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 alll City provided data to the City in a machine readable format or other format deemed acceptable to the pity. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5. ' 'Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writiing 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 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. 53 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 in identifying 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 agrees, that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said 'three years, have access,to and the right to examine at reasonable times any dlirectly 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 IT Professional Services Agreement Revised June 2012 HurnCap,LP Execution Copy 3.3.20114 Page 2 of 15 Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in complliance with -the provisions, of this section. The City shall gl've Consultant reasonable advance, notice of intended audits. Consu�ltant further agrees to include, in all'' its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shai'll, 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 workilng hours to all subcontractor facillities, and shall be provided adequate and appropriate work space in n order to conduct audits, inn compliance with the provisions of th�is 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 privile�ges a�nd work performed under this, agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions, and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations, and' activities and be solely responsible for the acts and omissions of its officers, agents, servants, ernployees, contractors and subcontractors. Consultant acknowledges, that the doctriine of' respondeat superior shall not apply as between the City, its offic�ers, agents, servants and employees, and Consultant, its officers,, age�nts, employees,, servants, contractors and subcontractors., Consultant further agrees that nothing herein shall be construed as the creation, of a partnership or jiolint en�terprise between City and Consultant. I''�t is further understood that the City, shall in no way be considleireld a C,o- employer or a Joint employer of Consultant or any officers, agents, servants, emip�loyees or subcontractor's of Consultant. Neither Con�siultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any emp�loyment benefits from the City. Consultant shall be resp,onsib�le and liable for any and all payment and rep�ortiing oftaixes,on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY, INDEMNIFICA"riON,WARRANTIES. A. LIABILITY - CONSULTANT' SHALL BE LIABLE AND, RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED, BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT 01F CONSULTANT, IT'S OFFICERS, AGENTS,, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT' HEREBY COVENANTS AND AGREES, TO INIDEMNIFY, 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, CONSU�LTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED, BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EM� PLOYE,ES. C. COPYRIGHT INFRINGEMENT— Consultant agrees to defend, settle, or pay, at fits own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant shalll have the sole right, to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or IT Professional Services Agreemienit Revised June 2012 HumCa�,LP Execution Copy 3.31.210114 Page 3 of 15 compromise any such claim, and City agrees to cooperate with it in doing sol., City agrees to give Consultant timely written notice of any such claim or action, with copies of alll papers City may receive relating thereto. If the software and/or documentation or any part thereof is h1eld to infringe and the use thereof is enjoined or restrained or, iif as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City"s sole remedy, either: (a) procure for City the right to continue to use the software and or documentation; or (b) modify the software and/or documentation to make it non-infringing, p "ded that such modification does not materially adversely affect City's authorized use of the rovi I i software and/or docu�mentation; or (c), r,epllace the solftware and/or documentation with equally suitable, compliatible, and functionally equivalent noni-infringing software aind/o:r documentation at no ad'diitiona�l chlairge, to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this, agreement and refund to City the payments actually made to Consultant under this agireement. D.WARRANTIES 1:1. The estimated times quoted ire the Proposal are estimates, and HumCap does not warrant or represent that work under a Proposal shall be completed in the time quoted. 2. Except as provided in Section 25 of this Agreement, HumCap doles, not make any warranty or representation, express or implied, w,ith respect to the, services performed i for company. HuimCap expressly disclaims all implied warranties, of merchantability, fitness,for a particular purpose, and non-infringement. 3. The City acknowledges and agrees, that (i) services performed by HumCap will cover business and business, risk issues only; (ii) H:umCap, is not a law firm and does not employ any attorneys whatsoever, and may not provide legal advice under law; and (iii) review by HumCap and its personnel does not constitute, nor is it a substitute for, review by legal counsel. All documents submitted by or submitted to and reviewed by HumCap should also be reviewed by the City's internal or external legall counsel. 4. The City acknowledges and agrees that (i) services performed by Hu�mCap will cover business risk issues only; (ii,) Hu:mCap is not a CPA it and does not employ any CPA's, Tax Advisors or Financial Advisors whatsover, and does not provide tax advice; and (iii) review by HumCap and its personnel does not constitute, nor is it a slibstitute for, ireview by a Cl , Tax Advisor or Financial Advisor. All documents submitted by or submitted to and reviewed by HumCap, which may have tax implications, should also be reviewed by Company's CPA, Tax Advisor or Financial Adv,isoir. 9. ASSIGNMENT AND, SUBCONTRAM"ING. 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 agiree to be bound by the duties and obligations, of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of'any such subcontract. 10. INSURANCE. IT Professional Services Agreement Revised June 2012 HumCapi,LP Execution Copy 3.3.2014 Page 4 of 15 Consultant shall provide the City with certificate(s) of insurance documenting pol'icies of the i following minimum coverage lim�its, that are to be in effect prior to commencement of'puny work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1 000,000 Each Occurrence $1, 00,000 Aggregate (b) Automobile Liability $1,0010,00,0 Each occurrence on a combined silngle limit basis Coverage shall be on any vehicle, used by the Consultant, its employees, agents, r prey einitatiives in the course of the providing services under this Agreement. "Any vehlicl e" shall be any vehicle olwnedl,, hired and non owned (c) Worker's Compensation -Statutory limits Employer's liability $100,,0100 Each acicildent/occurrence 100,0 Disease- pier each employee $5001000 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. St t) and minimum policy limits for Employers,' Liability of $1010,000 each accident/occurrence, $50,01,00,01 bodily injury dlisease policy limit and $100,000 per disease per employee (d) Technology Liability(E&O) $11,000,000 Each Claim Limit $1,000000 Aggregate Limlit Coverage shall include, but not be limited to, the following, (i) Failure to prevent unauthorized access (ii) Unauthorized diiisclosuire of information (iii) Implantation of mallicilous code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole reispoinisibili,ty of the Prime Vendor and may not exceed 50,0�00 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 Reguirements, IT Professional Services Agreement Revised June 2012 HumCap,,LIP, Execution Copy 3.3.2014 Page 5 of 151 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' co:rripensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thli�rty (30), days notice of caincellation or reduction in limits of' coverage shall be provided to the City. Ten (10,) days notice shall be acceptable in the event of non-payment of piremiiuim. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 7611 02, with copies to the City Attorney at the same address. (d), The insurers for all policies, must be licensed and/or approved to do business in the, State of Texas. A111 insurers, must, have a minimum rating of A- VII in the current A.M. Best Key Rating: Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management., If the ranting is below that required, written approval of' Risk Management is required, (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered,to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE,WITH, LAWS,, ORDINANCES I 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. 1,2. NON-DISCRIMINA-rION 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 any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged' violation of this noin- di iscrim ii nation covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES., Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transm�is,sion, or (3,) received by the other party by United States Mail, registered, return receipt requested, addressed as followsi, City of Fort Worth HumCapLP Attu: Susan Alanis,Assistant City Manager Attn: Tad McIntosh 1000,Throckmorton Address: 5401 Village Creek Drive, IT Professional,Services Agreement Revised June 2012 HumCalp,LP Execution Copy 3.3.20 14 Page 6 of 15 Fort Worth TX 76102,-6,31,1 City, State, Zip: Plano,, Texas 75093 Facsimile.- (817), 392-8654 Facsimile: with Copy to the City Attorney At same address 14. SOLICITATION 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, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENT AL POWERSIIMMUNITIES It is understood and agreed that by execution of this Agreement, the City does, not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City is or Consultant's respective right to insist upon appropriate performance, or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVER ABILITY. or unenforceable the validity, If any provision of this Agreement is, held to, be invalid, 1 0 legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE, MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the pubilic enemy, fires, strikes, lockouts, natural disasters, wars,1 riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes, only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COLINSEL. IT Professional,Services Agreement Revised June 2,012 HumCap,LP Execution Copy,3.3,2014 Page 7 of 11,5 aw The parties acknowledge that each party and, its coluinsell have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambliguities are to be resolved against the drafting party shall not be empiloyed in the interpretation of this Ag,reement or exhibits hereto. 22. AMENDMENTS. I No, amendment of this Agreement shall be binding, upon a party hereto unless such amendment is set forth in a written, instrument, which, is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to, the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to! the extent in conflict with any provision of this,Agreement, 24. COUNTERPARTS. This Agreement may be executed, in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such cou,nterpart,s shall together constitute one and the, same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional qluality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services, are, completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by the City to Consultant for the nonconforming services. 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 acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Consultant, in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City 11 s, acceptance will not be unreasonably withheld. 27. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the City's Network Access Agreement in the form provided by the City. 28. IMMIGRATION NAT1101NALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressilng employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation, for all employees, and IT Professional Services Agreement Revised June 2012 HumCap,LP Execution Copy 33.2 1 Page 8 of 15 upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of 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. 30. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by 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 "D" 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. I WITNESS WHERE , the parties hereto have executed this Agreement in multiples this�day of V( 20 . IT Professional Services Agreement Revised June 2012 HumCap,LP Execution Copy 3.3.2014 Page 9 of 15 CONTRACT AUTHORIZATION: ACCEPTED AND AGREED': M&C CITY OF FORT WORTH- Date Approved: a By: �: Sus Alanis ant City Manager Date. NAME OF CONSULTANT: Olt? ? oo 8 Name: HumCap, LP, Tad McIntosh �� Title. Managing Partner op ty S ecr!' ' ate. 03 APPROVED,AS TO FORM AND LEGALITY* ATTEST: Bar. I' ill iia B. Farmer Senior Assistant City Attorney OFFICIAL RECORD F F EIC SIA CITY SECIRETARY1 FT WORTH9,TX IT Professional Services Agreement Revised June 2012 HurnCapx LP Execution Copy 3.3.2014 Plagel 10 f'l5 EXHIBIT A STATEMENT OF WORK Current Situation The City of Fort Worth ("City") desires assistance to review and analyze their current job descriptions for 29 Information Techn�o,loigy Solutions ("ITS") positions and make recommendations for changes and improvements. The City also desires assistance with a compensation review and career path review for each of the 29 ITS job descriptions mentioned above. Project Scope Phase One: HumCap will conduct an extens,ive review and evaluation of each of the current 29 ITS job descriptions currently used for 115 positions in the IT Solutions department at the City. HurnCap will review the purpose, description of essential duties and tasks, education, requirements for each position, exper,ience, skill requirements, and analysis of plhlysi,cal demands for each position (ADA certified). Suggested revisions based on our review will be made to the City for review and consideration. The City agrees to pirovidie HumCap with feed back/c an as within 72 business hours of HumCap presenting the initial deliverable so that changes can be made in a timely fashion., Deliverables of Phase One,-, 1,. Compensation philosophy and strategy document aligned with your organization's business goals., 2. Results of the evaluation of the current 29 ITS job descriptions. 3. A proposed job structure consisting of all'the job descriptions that are appropriate and match the job functions being performed by current IT Solutions employees, Phase Two.* HumCap will conduct a compensation review for each of the 29 job descriptions and provide a compensation range for each of the positions and provide a corresponding wage scale for each position, based on current employer based market data. After the wage scale data has been complied, HumCap will provide suggestions for internal career, path compensation for the requested ITS positions under review. In addition, HumCap will assist the City with updating compensation wage scales and make salary benchmark recommendations, to reflect the City's compensation philosophy by providing a cost- effective means of increasing employee performance and piroiductivity. The City agrees to provide HumCap with, feed back/cha nges within 72 business hours of HumCap l presenting the initial deliverable so that changes can be made in a timely fashion. Deliverables of Phase Two.0 100% of the City's IT Solutions employees (115)will be matched to the revised 2,9 job Descriptions and more as needed for proposed career paths of jobs that currently have no career path or professional growth, including but not limited to Data base/S,ystem Administrators, Project Consultant Ma nager, Contract Compliance,Specialist, and, IT Services Specialist. 2, Written report on the market assessment of the competitive salaries for all the IT Solutions,job functions being utilized at the City per the delliverables of the first phase. 3. Compensation and pay structure targeted to the City's, competitive market, including guidelines for placement of individuals within the saliary range and estimated costs to adjust employees within the organization's target compensation levels, IT Professional Services Agreement Revised June 2012 HumCap,LP Execution Copy 3.3-2014 Page I I of 15 4. Executive summary presenting, recommendations foir implementation of the new' compensation plan including the analysis of Market Changes for Your"Hot Jobs"' Project,Managernient, The HumCap Project Manager is Becky Minyard whose phone number is (214) 995-4720, and whose email is bminyard'@humcapinc.com. INVESTMENT The amoluint to,be paid to HumCap for the Services are'. Job Description Review Prq I , j,ect—Phase One: Ti project will be based on 63 consulting hours at a discounted flat fee of$6,000, CoMensation and W Scale Review P,[o ect— Phase Two- This project will be based on 63 consulting hours at a discounted flat fee of $9,1000 including wage data and wage scales from Consultant's Business and Legal Resources. IT Professional services Agreement Revised June 21012 Hu�mCap,LP Execution Copy 3..3.2'014 Paige 12 f 15 EXHIBIT' B PAYMENT AND EXPENSE SCHEDULE 1.1 Unless otherwise provided in the Proposal or Statement of Work, HumCap will invoice Company the cost of Phase 1 at the completion of Phase 1 AND the cost of Phase 2 at the completion of Phase 2. Company shall pay each invoice within 30 days ©f receipt. 1.2 An invoice will become 1i past due" if it is not paid, within, thirty (30) days of its receipt. Past due balances shall bear interest, at the lower of (i) the rate of one and one-half percent (1-1/2%) per month or (ii) -the maximum interest under applicable law. Additionally, HlumCap has the discretion I to stop the work being performed until such outstanding invoices are paid, IT Professional Services Agreement Revised June 2012 HumCap,LP Execution Copy 3.3.20 4 Page 13 of 151 iIt EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref. #- Milestone/Deliverable Name: Unit Testing Completion Date* Milestone/Deliverable T'arg�et Completion Date: Milestone/Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultaft. Approved by CI ty Department Directoro. Signature- ig mature- Printed Name: Printed Name-, Title- Title, Date: Cate: For Director,Use Only Contracted Payment Amount, Adjustments, inclu inug penaltie& Approved Payment Amount: IT Professional Services Agreement Revised June 2012 HumCap,LP Execution Copy,3.3.2014 Page 14 of 15 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company H mCapi, LP Legal Address: 5401 Village Creek Drive, Plano, Texas 75093 Services to be provided-. Consulting services for job description and compensation for ITS ,positions Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or, positions have the authority to legally bind 'the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other aulthor,ization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form 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. Posit i0r): lk?4W C� Sig :Ode ' 2. Name: Position- Signature 3. Name: Position- Signature Name,: `,gnat e bfPresident C'Eb Other Title: Date: IT Professional services Agirelement Revised June 2012 HumCap, LP Execution copy a3.2,01 Page 15 of 1,5