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HomeMy WebLinkAboutContract 47813 CITY sECRRTAW CONTRACT NO. t 25FORTWORTH. PROFESSIONAL SERVICES AGREEMENT (Information Technology) This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City, or "Client" or "Customer"), a Texas home-rule municipal corporation, and SIERRA-CEDAR, INC. ("Consultant" or "Contractor"), a Delaware Company. City and Consultant are each individually referred to herein as 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 Schedule 4. Exhibit C—Rate Schedule Table 5. Exhibit D-Milestone Acceptance Form 6. Exhibit E—Network Access Agreement 7. Exhibit F—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 documents, the terms and conditions of this Professional Services Agreement shall control unless otherwise specified by the parties in a written amendment to this Agreement. 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. 1. Scone of Services. Contractor hereby agrees, with good faith and due diligence, to provide the City with professional consulting services for Oracle software implementation and support services. Specifically, Contractor will perform all duties outlined and described in the Statement of Work,which is attached hereto as Exhibit"A"and incorporated herein for all purposes, and further referred to herein as the "Services." Services provided under this Agreement shall not be exclusive. The City may enter into other agreements with other Contractors to provide the same Services provided under this Agreement. The City reserves the right to utilize Contractor to provide Services on an as needed basis. Contractor may provide Services under separate Work Orders upon request by the City. Each such Work Order shall reference this Agreement number, the name of the Contract personnel who will provide the Services, indicate the specific Services to be provided, the cost for such Services, and the time frame within which the Services shall begin and end. The Work Orders made hereunder shall not collectively exceed the Not to Exceed Amount as set forth in Section 3 herein, unless otherwise approved by City Council. Contractor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Contractor shall perform the Services in accordance with all applicable federal, state, and local laws,rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control, unless otherwise specified by the parties in a written amendment to this Agreement. CFW_Sierca-Cedar,Inc. OFFICIAL RECORD Page 1 of 19 CITY SECRETARY FT. WORTH, TX 2. Term. This Agreement shall commence upon the last date executed by the parties ("Effective Date") and shall expire three years from the Effective Date ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for two one year terms at the City's option, each a"Renewal Term." The City shall provide Contractor with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 3. Compensation. The City shall pay Contractor an amount not to exceed$30,000,000.00("Not to Exceed Amount"),which shall include Services, new modules, annual support,and additional upgrades, in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Contractor shall not perform nor be required to perform any additional services for the City not specified by this Agreement, unless the City requests and both the City and Contractor approve in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement or an applicable Work Order unless the City first approves such expenses in writing. City agrees to pay all invoices of Contractor within thirty(30)days of receipt of such invoice. Contractor may charge interest on late payments not to exceed one percent(M). 4. Termination. 4,1. Convenience. Either the City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with sixty(60)days written notice of termination. 4.2 Breach. Either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. If the parties are still unable to resolve the dispute, either party may provide thirty(30)days written notice of termination. 4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder,the City will notify Contractor 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. City will provide Contractor as much notice as is reasonably possible of any such termination for non-appropriation. 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 Contractor for services actually rendered up to and on the effective date of termination and Contractor shall continue to provide the City with services in accordance with this Agreement through the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement, provided that the City has paid Contractor in full for all services rendered as provided in this Section. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to the City in a machine readable format or other format deemed reasonably acceptable to the City. 5. Disclosure of Conflicts and Confidential information. 5.1 Disclosure of Conflicts.Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. CFW_Sierra-Cedar,Inc. Page 2 of 19 5.2 Confidential Information. The City acknowledges that Contractor may use products, materials, or methodologies proprietary to Contractor. The City agrees that Contractor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,materials,or methodologies unless the parties have executed a separate written agreement with respect thereto. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City "(City Information")that is not a matter of public record as confidential and,except as otherwise required by law, shall not disclose any such information to a third party without the prior written approval of the City. Notwithstanding the foregoing, Contractor may provide City Information to its third-party auditors, tax advisors and attorneys provided that such parties are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. City will comply with the Texas Public Information Act as it applies to all information maintained by the City, and will maintain all information provided by the Contractor to the City ("Contractor Information") as confidential, but only to the extent such information is reasonably marked as confidential by Contractor,and only to the extent permitted by law. 5.3 Unauthorized Access. Contractor 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. Contractor 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, Contractor shall, in good faith, use commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall reasonably cooperate with the City to protect such information from further unauthorized disclosure. 6. Richt to Audit. Contractor agrees that the City shall, until the expiration of three(3)years after final payment for services under this Agreement, have access to and the right to examine at reasonable times any books, documents, papers and records of the Contractor, whether hard copy or electronic, deemed necessary by the City to determine Contractor's compliance with this Agreement, at no additional cost to the City. Contractor agrees that the City shall have access during Contractor's normal working hours to all necessary Contractor 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 Contractor not less than 10 days written notice of any intended audits, and City will use commercially reasonable efforts to identify the specific documents and information requested for the audit. Notwithstanding, Contractor shall have no obligation to accommodate an audit by any third party which is not subject to a confidentiality agreement between City and such third party.Contractor 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,have access to and the right to examine at reasonable times any books, documents, papers and records of the Contractor, whether hard copy or electronic, deemed necessary by the City to determine subcontractor's compliance with this Agreement, at no additional cost to the City, 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 not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor 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, employees, contractors and subcontractors to the same extent that Contractor itself would be so liable under this Agreement. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, CFW_Sierra-Cedar,Inc.3 Page of 19 agents,servants,employees or subcontractors of Contractor. Neither Contractor,nor any officers,agents,servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor 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 AND INDEMNIFICATION. A. LIMITATION OF LIABILITY - CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR 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 OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING,WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF A POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, IN NO EVENT SHALL CONTRACTOR'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT PAID BY THE CITY TO CONTRACTOR UNDER THE WORK ORDER FOR SERVICES PROVIDED UNDER THIS AGREEMENT IN EFFECT AT THE TIME THE ACTS GIVING RISE TO THE LIABILITY AROSE. B. INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER DAMAGE TO TANGIBLE PROPERTY, PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS,AGENTS,SUBCONTRACTORS,SERVANTS OR EMPLOYEES. C. INTELLECTUAL PROPERTY INFRINGEMENT—(i)The Contractor warrants that all Deliverables,or any part thereof, furnished hereunder by Contractor and unmodified by the City, or a third-party working on behalf of the City,including but not limited to: programs,documentation,software,analyses,applications, methods, ways, and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the"Deliverables,")do not infringe upon or violate any patent,copyrights,trademarks,service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. (ii)Subject to Section 8(C)(iii),Contractor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s)hereunder. (iii)Contractor agrees to indemnify,defend,settle,or pay,at its own cost and expense, including the payment of attorney's fees,any claim or action against the City for infringement of any patent,copyright,trade mark, service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s),or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend,settle or pay shall not apply (a) if the City or a third-party working on behalf of the City modifies or misuses the Deliverable(s)or modifies the Deliverable(s)without Contractor's prior written consent or(b) if the claim relates to software licensed by the City from a third party, including but not limited to,claims that result from the City's failure to maintain or comply with any third party software license or maintenance and CFW Sierra-Cedar,Inc. Page 4 of 19 support agreement to which the City is bound. So long as Contractor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,Contractor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Contractor in doing so. In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall 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 compromise any such claim; however, Contractor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,such use is materially adversely restricted,Contractor shall,at its own option and expense and as City's sole remedy,either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Contractor, terminate this Agreement,and refund all amounts paid to Contractor by the City,subsequent to which termination City may seek any and all remedies available to City under law.CONTRACTOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. THE CITY ACKNOWLEDGES THAT CONTRACTOR DISCLAIMS ALL WARRANTIES REGARDING THIRD PARTY SOFTWARE AND ACCEPTS NO INDEMNIFICATION OBLIGATION WITH REGARD TO ANY THIRD PARTY COMMERCIALLY AVAILABLE SOFTWARE, UNLESS SUCH SOFTWARE IS PROVIDED TO THE CITY BY THE CONTRACTOR. 9. Assignment and Subcontracting. 9.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City except that Contractor shall be permitted to assign its right to payment under this Agreement pursuant to a banking or surety agreement, or to any entity to which Contractor owns or has a control of a majority of such entity's assets, upon no less than 30 days' written notice to the City without the City's prior consent. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 9.2. Minority Business Enterprise. Contractor has committed to a 5%Minority Business Enterprise(MBE) African American(AA)subcontracting participation. An MBE (African American) Utilization Plan must be submitted. The information shall include: (1) the business name,point of contact,address,telephone number,email address of each MBE(AA);(2)the description of the work to be performed by each MBE(AA);and(3)the approximate dollar amount/percentage of the participation. A Minority Business Enterprise is defined as a business concern located in the Marketplace meeting the following criteria: CFW_Sierra-Cedar, Inc. Page 5 of 19 a. African American is defined as a person having origins in any of the Black racial groups of Africa; b. is at least 51 percent owned by one or more minority persons, or, in the case of any publicly owned business, at least 51 percent of the stock is owned by one or more minorit persons;and C. management and daily business operations are controlled by one or more minority persons who own it The business must be certified prior to recommendation of award in order for the participation to be counted towards the established goal. If Contractor is certified as a Disadvantaged Business Enterprise (DBE), Minority Business Enterprise (MBE), Small Business Enterprise(SBE)or Women's Business Enterprise(WBE)firm, the City's Ordinance does not allow a certified company to count itself towards the established goal;the goal represents subcontracting opportunities. If Contractor(regardless of certification status or if a non-D/M/SBE), however, forms a joint venture with one or more MBE (AA) s, the MBE (AA)joint venture percentage participation will be counted towards the established goal. The appropriate City of Fort Worth Joint Venture form must be submitted for review and approval in order for it to be counted. The City of Fort Worth strongly encourages joint ventures. If Contractor fails to meet the stated MBE (AA) goal, in part or in whole, then a detailed explanation must be submitted to explain the Good and Honest Efforts the firm made to secure MBE(AA)participation. 10. INSURANCE. 10.1 The Contractor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a.Combined limit of not less than$2,000,000 per occurrence;$4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 4. Technology Liability(Errors&Omissions) a.Combined limit of not less than$2,000,000 per claim;$4million aggregate or b. Combined limit of not less than $1,000,000 per claim; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000.Excess policy shall contain a follow-form provision The excess policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be within the limits of liability. 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 (iv)Fraud, Dishonest or Intentional Acts with final adjudication language CFW_Sierra-Cedar,Inc. Page 6 of 19 (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent,copyright,trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Contractor under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL)policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are included within the policy limits of liability. Any deductible will be the sole responsibility of the Contractor. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. 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, or a full copy of the policy if requested,shall be submitted to the City to evidence coverage. 5. Any other insurance as reasonably requested by City. 1.2 General Insurance Requirements: 1. All applicable 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. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty(30)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-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,with copies to the City Attorney at the same address. 4. 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- 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 rating is below that required,written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 11. Compliance with Laws,Ordinances,Rules and Reeulations. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Contractor,for itself,its personal representatives,assigns,subcontractors and successors in interest, as part of the consideration herein,agrees that in the performance of Contractor'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 non-discrimination covenant by Contractor, its personal representatives,assigns,subcontractors or successors in interest,Contractor 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) CFW_Sierra-Cedar,Inc. Page 7 of 19 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 THE CITY: City of Fort Worth With Copy to the City Attorney Attn:Name of City Contact at same address 1000 Throckmorton Fort Worth TX 76102 Facsimile: (817)392-xxxx TO CONTRACTOR: With Copy to the General Counsel Name: Sierra-Cedar, Inc. at same address Attn: Brian Fees 1255 Alderman Drive Alpharetta,GA 30005 Facsimile:678-385-7541 14. Solicitation of Employees. Neither the City nor Contractor 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. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. 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. The failure of the City or Contractor 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's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and 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 on the basis of 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. Severability. If any provision 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. 19. Force Majeure. CFW_Sierra-Cedar,Inc. Page 8 of 19 The City and Contractor shall exercise commercially reasonable 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 (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, 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 and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed 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 instrument,and duly executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, 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. No terms, provisions, or conditions of any purchase order will have any effect on the obligations of the parties under or otherwise modify 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 counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. Warranty of Services. Contractor 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(30)days from the date that the services are completed. In such event, at Contractor's option, Contractor 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 Contractor for the nonconforming services. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS AND IMPLIED WARRANTIES CONCERNING ITS SERVICES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING UNDER STATUTORY OR COMMON LAW. 26. Milestone Acceptance. CFW_Sierra-Cedar,Inc. Page 9 of 19 Contractor 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 "D." If the City rejects the submission, it will notify the Contractor in writing as soon as the determination is made listing the specific reasons for rejection. The Contractor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. For services performed on a fixed fee Work Order where payment is contingent upon acceptance of a Deliverable, payment to the Contractor 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. 27.1 City Network Access. If Contractor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Contractor Personnel"),requires access to the City's computer network in order to provide the services herein, Contractor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"E"and incorporated herein for all purposes. 27.2 Federal Law Enforcement Database Access. If Contractor, or any Contractor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City under this Agreement, Contractor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor 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. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor 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 Contractor. 29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.3, if either City or Contractor 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 thirty(30)days of the date of receipt of the notice of the dispute,then either party has the right to request that the matter be submitted 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 CFW_Sierra-Cedar,Inc. Page 10 of 19 the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to terminate this Agreement upon thirty(30)days' written notice and 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. Resorting Requirements. For purposes of this section,the words below shall have the following meaning: Child shall mean a person under the age 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. This shall include installation of software, hardware, and maintenance services. If Contractor 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, Contractor 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 Contractor 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 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 Contractor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "F" 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. [SIGNATURE PAGE FOLLOWS[ CFW_Sierta-Cedar,Inc. Page 11 of 19 Executed in multiples this th&1L'Nday of 20-I0 AGREED: AGREED: CITla RT WO� SIERRA EDAR, INC. By: By: Y' SusCalvin J.Yonker Assanager Chief Executive Officer Date: �+S i to Date: May 16, 2016 ATTE T' ATTE n B F F®RT By: Mary J.Kayser �� �i Dale Coggins City Secretary V Secretary of the Corporation APPROVED O FOR AND LEGAL�YOO°00000d°°�� FxAS Maleshia ft.-Fer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C:P-11863 Date Approved: 4/12/2016 HB 1295 No. 2016-7719 ` OFFICIAL RECORD CFW_Siena�edar,Inc. CITY SECRETARY Page l2 of 19 FT. WORTH, TX EXHIBIT A STATEMENT OF WORK Upon request for Services from the City, Contractor shall provide the City with a Service Proposal in the form of a Work Order("WO") setting forth the proposed Services. Work Orders shall include, but are not limited to,the following: • Names of the ERP/IT Contracting firm's personnel who will staff the project inclusive of position and applicable background/resume and references. For each WO, the Contractor shall assign a project manager to be in charge of Contractor's services for a Project and act as liaison in all aspects of Contractor's performance of the work. • Project plan and approach to providing the services • A statement committing to the required time frame to complete the work in accordance with the City's scope • The cost for such Services in accordance with the Rate Schedule Table set forth in Exhibit C. • The City reserves the right to request other information(such as project experience, firm references, etc.) from an ERP/IT Contracting firm as it deems appropriate. In such instances, this requested information will be included in the scope of services/proposal request. The City reserves the right to have any Contractor personnel removed from the prospective Project if such personnel is deemed to be incapable of performing the services to the City's satisfaction, in the City's reasonable discretion. CFW Sierra-Cedar,Inc. Page 13 of 19 EXHIBIT B PAYMENT SCHEDULE CONTRACT COSTS: The City makes no guarantee that any specific amount of work or dollar commitment will be made under this Agreement. Total payment to Contractor shall not exceed $30,000,000.00 as indicated below: New Modules: Total $20,000,000.00 Years 1 through 3 —$15,000,000.00 Year 4(1"renewal option)- $2,500,000.00 Year 5 (2nd renewal option)-$2,500,000.00 Annual Support: Total $7,000,000.00 Years 1 through 3 - $1,400,000.00 per year Year 4(1"renewal option)- $1,400,000.00 Year 5 (2nd renewal option)- $1,400,000.00 PS Upgrade: Total $3,000,000.00* Year 1 - $1,500,000.00 Year 4(optional)-$1,500,000.00 * (2 upgrades over a 5 year period estimated cost of$1.5M each) WORK ORDERS: Work Orders (WOs) under this Agreement will be made for specific scopes of works and/or projects as needs arise. Work Orders and/or Projects will be awarded on a Deliver Order basis. Work may be done full time or part time, on a fixed fee basis, not-to-exceed fee basis, or Time and Materials basis. Contractor shall provide a payment schedule as part of the Work Order for requested Services. • Pricing will be consistent with the pricing in response to the proposal and rates with any future increases will be incorporated into this Exhibit. • Contractor shall identify Deliverables and estimated deliverable due dates. For fixed fee Work Orders, payments will be tied directly to the approved project schedule and successful delivery of specific deliverables. WO proposal preparation work, including all time, labor and expenses, shall be at no cost to the City. • Quoted pricing 1) lump sum fee or 2)not-to-exceed price or 3)time and material (dependent on the requirements within the City's scope of services) with a breakdown by position, estimated task hours and expenses for each, and billable hourly rate (not to exceed IDI PSA rate.) and, a statement indicating the MBE percentage commitment for the project. For fixed fee Work Orders, the pricing will include all costs to perform the work. CFW_Sierra-Cedar,Inc. Page 14 of 19 EXHIBIT C RATE SCHEDULE TABLE Table 1. Sierra-Cedar Hourly Rates Role Hourly Rate* PeopleSoft Functional Consultant $185 PeopleSoft Sr.Functional Consultant $195 PeopleSoft Technical Developer $185 PeopleSoft Sr.Technical Developer $185 PeopleSoft Infrastructure Specialist $195 PeopleSoft Trainer $180 Project Manager $210 Remote US Developer(Managed Services) $125 Remote Offshore Developer $40 Hyperion Solution Architect $220 Hyperion Lead $215 Hyperion Developer $210 *Sierra-Cedar will reduce the applicable Hourly Rate in the table above by$401hour for any task order based work assignment staffed by a local resource. Table 2. Rate Mark-Up Percentages Year % Increase Rate mark-up for Year 2: 0% Rate mark-up for Year 3: 3% Rate mark-up for Year 4: 0% Rate mark-up for Year 5: 3% CFW_Sierra-Cedar,Inc. Page 15 of 19 EXHIBIT D MILESTONE/DELIVERABLE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref.#: Milestone/Deliverable Name: Unit Testing Completion Date: Milestone/Deliverable Target Completion Date: Milestone/Deliverable Actual Completion Date: Approval Date: Comments(if needed): Approved by Contractor: Approved by City Department Director: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: CFW Siena-Cedar,Inc. Page 16 of 19 EXHIBIT E NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide Oracle software implementation and support services. In order to provide the necessary support,Contractor needs access to Internet, Intranet,email, remote VPN access, PeopleSoft Applications including database level access for non-production environments and tier-2 access,Hyperion Applications,and Business Intelligence Applications. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing Oracle software implementation and support services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7(Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services,whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. X Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the fust year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers,agents,servants,employees or representatives may not share the City-assigned user IDs and passwords.Contractor acknowledges,agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data,terminate the Agreement,and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City CFW_Sierra-Cedar,Inc. Page 17 of 19 (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network (c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Except as otherwise provided in a separate contract between Contractor and the City, any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement,Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make commercially reasonable efforts in accordance with generally accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network,including but not limited to,theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF �RT'�WOR SIERRA- DAR,INC.: By: By: .01 Sus is Name: Calvin J Yonk Assistant City anger Title: Chief Executive Officer Date: S � 1 Date: May 16, 2016 ATTES � ATM 0 ,a4 By: S By: n Mary J.Kayser Name: Dale Coggins City Secretary Title: Secretary of the Corporation APPROVED S O D LEGALITY: �O Maleshia B.Fat �r Q 0 . Senior Assistant City Attorney M&C: none required � 8 y 0000000 �q S CFW_Sierra-Cedar,Inc. Page 18 of 19 EXHIBIT F VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Sierra-Cedar,Inc. Legal Address: 1255 Alderman Drive,Alpharetta,GA 30005 Services to be provided: Oracle software implementation and support services 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 authorization 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. 1. Name: Calvin J.Yonker Positio • CEO ; 4 � - � Signature 2. Name: Dale Coggins Positi TSecre t--�1 Signa ure 3. Name: Position: Signature Name: Calvin J.Yonker Signature of Preside t/CE Other Title: Date: May16, 2016 CFW_Sierra-Cedar,Inc. Page 19 of 19 M&C Review Page 1 of 3 Official CITY COUNCIL AGENDA FoR�y COUNCIL ACTION: Approved on 4/12/2016 REFERENCE LOG 13P15-0358 DATE: 4/12/2016 NO.: P-11863 NAME: ORACLE/PEOPLESOFT/HYPERION - EW ITS CODE: P TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Non-Exclusive Agreements for Oracle/PeopleSoft/Hyperion Technical and Functional Consulting Services and Maintenance and Support with CherryRoad Technologies, Inc., eVerge Group, LLC., HighStreet IT Solutions, LLC, and Sierra-Cedar, Inc., for the Information Technology Solutions Department in a Combined Amount Up to $30,000,000.00 for an Initial Term of Three Years with Two, One-Year Options to Renew (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize non-exclusive Agreements for Oracle/PeopleSoft/Hyperion technical and functional consulting services and maintenance and support with CherryRoad Technologies, Inc., eVerge Group, LLC., HighStreet IT Solutions, LLC, and Sierra-Cedar, Inc., for the Information Technology Solutions Department in a combined amount up to $30,000,000.00 for an initial term of three years with two, one-year options to renew. DISCUSSION: The City is continuing to upgrade and enhance its Enterprise Resource Planning (ERP) System. To support these efforts the City's Information Technology Solutions (ITS) Department is committed to excellence through the use of technology. The diversity of the ITS technology portfolio requires ITS to define a workforce extension that responds quickly to the needs of the City. Indefinite Delivery Indefinite Quantity (IDIQ) services contracts will provide the City the necessary increased resource flexibility on an as needed basis to deliver services independently (with appropriate knowledge turnover) and/or in partnership with City resources. The ITS Department will use these IDIQ professional services contracts for Oracle/PeopleSoft/Hypedon Services. These professional services include consulting, planning, designing and/or implementing new Oracle/PeopleSoft/Hypedon applications, or upgrading, modifying, reconfiguring, or redesigning existing Oracle/PeopleSoft/Hyperion applications and maintenance and support for the applications. When the City determines services are required and funding is available, the City will issue a Delivery Order to the four approved vendor partners. The vendor partners will submit Statement of Work (SOW) proposals, which will be evaluated to determine the most advantageous proposal based on, but not limited to, cost advantage, proposed assigned key personnel's expertise and time commitment, MBE commitment, ability to meet the required schedule and other factors specific to each project. Funding for new modules and the initial upgrade is available in current and future capital projects. Future upgrades and ongoing operational support exists in current and future IT operating budgets. New ERP Modules-Project $20,000,000.00($15M for years 1-3; $2.5M per each optional renewal year) ERP Annual Support- $7,000,000.00($1.4M for years 1-3; $1.4M per year for each optional Operating renewal year) http://apps.cfwnet.org/council_packeVmc review.asp?ID=22021&councildate=4/12/2016 5/23/2016 M&C Review Page 2 of 3 PeopleSoft ERP Upgrades- $3,000,000.00(one upgrade of$1.5M after year one; and one optional Project/Operating I upgrade of$1.5M in year four) BID ADVERTISEMENT-A Request for Proposals (RFP) was advertised in the Fort Worth Star-Telegram on September 30, 2015, October 7, 2015, October 14, 2015, October 21, 2015 and October 28, 2015. More than 200 vendors from the City's database system were solicited, twelve responses were received. The evaluation factors included technical compliance, management, cost, Minority Business Enterprise Utilization Plan, qualifications and references. The proposals were reviewed by the evaluation panel that consisted of members from the Minority Business Enterprise, Human Resources, ITS and the Financial Management Services Departments. The proposals from CherryRoad Technologies, Inc., eVerge Group, LLC., HighStreet IT Solutions, LLC, and Sierra-Cedar, Inc., were found to provide the best value to the City. PRICE ANALYSIS -There is a 10 to 18 percent price increase compared to pricing awarded November 2008 (M&C C-23171). The price increase is attributed to increases in labor rates. Staff has reviewed pricing and determined it to be fair and reasonable. ADMINISTRATIVE CHANGE ORDER -An administrative increase or change order for these Agreements may be made by the City Manager in the amount up to $50,000.00 per year and does not require specific City Council approval as long as sufficient funds have been appropriated. M/ BE OFFICE -CherryRoad Technologies, Inc., is in compliance with the City's BDE Ordinance by committing to five percent MBE (African American) participation on this project. HighStreet IT Solutions, LLC, is in compliance with the City's BDE Ordinance by committing to five percent MBE (African American) participation on this project. Sierra-Cedar, Inc., is in compliance with the City's BDE Ordinance by committing to five percent MBE (African American) participation on this project. eVerge Group of Texas, Ltd., is in compliance with the City's BDE Ordinance by committing to 10 percent MBE (African American) participation on this contract. The City's MBE (African American) goal on this project is five percent. Additionally, eVerge Group of Texas, Ltd., is a certified M/WBE firm. AGREEMENT TERMS - Upon City Council's approval these Agreements shall begin upon execution and expire three years from the date of execution. RENEWAL OPTIONS -These Agreements may be renewed for two additional one-year terms at the City's option. This action does not require specific City Council approval provided that City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. FISCAL INFORMATION/CERTIFICATION: The approval of this action provides contract authority up to$30,000,000.00, as specified. The Director of Finance certifies that the ERP Project available funds are $19,485,268.00, as appropriated, of the ERP Phase II Project. The Information Technology Solutions Department will be responsible for validating the availability of funds, budgeting the appropriate funds in ensuing years and securing additional funding, where necessary, prior to expenses being made and the project exceeding the budget. BQN\15-0358\EW TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 http://apps.cfwnet.org/council_packet/mc review.asp?ID=22021&councildate=4/12/2016 5/23/2016 M&C Review Page 3 of 3 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Jack Dale (8357) Eryck Walker(6610) ATTACHMENTS Cherry Road 1295 Form.pdf eVerge 1295 Form pdf HighStreet 1295 form.pdf Sierra Cedar 1295 Form.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=22021&councildate=4/12/2016 5/23/2016 CERTIFICATE OF INTERESTED PARTIES FdRYA9 101`1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-7719 Sierra-Cedar, Inc. Alpharetta,GA United States Date Filed: 2 Name of govemmental entity or state agency that is a party to the contract for which the form is02/01/2016 being filed. City of Fort Worth Date Acknowledg 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. RFP 15-0358 Oracle/PeopleSoft/Hypedon Services 4 Nature of interest(check applicable) Name of Interested Party City,State,Country(place of business) Controlling Intermediary Coggins,Dale Alpharetta,GA United States X Kelly,Mark Alpharetta,GA United States X Fees,Brian Alpharetta,GA United States X Yonker,Calvin Alpharetta,GA United States X Sierra-Cedar Group,Inc. Alpharetta,GA United States X X 5 Check only if there is NO Interested Party. EJ 6 AFFIDAVIT eeoaato�tieed�,® I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct J. P/Cfi�,e Cp�Fs Ze :9 y RC44 +)2019 ft ignature of authorized agent of contracting business enti AFFIX tVo,� �OVE Sworn to and bre me,by the said this the day ofd 20_1(42_,to certify which,witness my hand and seal of office. ignature of offi er administering oath Printed name of officer admini ering oath Title of dicer administering oath Forms provided by Texas Ethics Commil www.ethics.state.tx.us Version V1.0.34416