HomeMy WebLinkAboutContract 47814 ,ECEIM CMV SECRETS.
COMTRAG i M0.
MAY 2 5 X16
FORT WORTH,
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 HIGHSTREET IT SOLUTIONS, LLC("Consultant" or "Contractor"), a Delaware limited
liability 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
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Page of 19 UFFICIA! RECORD
CITY SECRETARY
rrFT. WORTH,H, TX
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.
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(1%).
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.
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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.
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 fi•om further
unauthorized disclosure.
6. Rietit 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
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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,
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 ALL WORK ORDERS FOR
SERVICES PROVIDED UNDER THIS AGREEMENT.
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 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)Contractor shall be liable and responsible for any and all claims made against the City for infringement of
any patent, copyright,trademark,service marls,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
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any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify,
defend, settle or pay shall not apply if the City or a third-party working on behalf of the City modifies or
misuses the Deliverable(s).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
AND ACCEPTS NO INDEMNIFICATION OBLIGATION WITH REGARD TO ANY THIRD PARTY
COMMERCIALLY AVAILABLE SOFTWARE EXCEPT AS PROVIDED HEREIN.
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:
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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 minori1y persons;and
C. management and daily business operations are controlled by one or more minori 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. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000
aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount
required by statute.
5. Technology Liability(Errors&Omissions)
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. The umbrella policy shall cover amounts for any
claims not covered by the primary Technology Liability policy.Defense costs shall be outside the limits of
liability.
(a) Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
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(iii)Implantation of malicious code or computer virus
(iv)Fraud,Dishonest or Intentional Acts with final adjudication language
(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 considered
outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole
responsibility of the Contractor and may not exceed $50,000 without the written approval of the City.
Coverage shall be claims-made,with a retroactive or prior acts date that is on or before the effective date of
this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two(2)
years following completion of set-vices provided. An annual certificate of insurance, or a full copy of the
policy if requested,shall be submitted to the City to evidence coverage.
6. 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 Regulations.
Contractor agrees to comply with all applicable federal, state and local laws, ordinances, toles and
regulations. If the City notifies Contractor of any violation of such laws, ordinances, toles or regulations,
Contractor shall immediately desist fiom 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.
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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 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)392-6134
TO CONTRACTOR: With Copy to the General Counsel
Name: Highstreet IT Solutions,LLC at same address
Attn:Brett Miller
8480 E.Orchard Road
Greenwood Village,CO 80111
Facsimile: 303-802-5201
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.
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19. Force Maieure.
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. HeadinLs Not Controllinu.
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 Aereement.
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.
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26. Milestone Acceptance.
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.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 1-9 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
CFW_Highstreet IT Solutions,LLC
Page 10 of 19
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 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. Reporting 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. Sienature 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_Highstreet IT Solutions,LLC
Page 11 of 19
Executed in multiples this the ` day of 20��
AGREED: AGREED:
IF
CITY OF FORT WORTH: 1 � ®�ru � IGHS REET IT SOLUTIO S,LLC:
Sus n Al is o75 Furst
Ass tant ityanage y�$ �� ident f !_
Date:s-1 'I^ �°° e:
AS
ATTES ATWe
By. l By
Mary J.Kayser Na ��`
City Secretary Title pwv.,
APPROVED A FO D LEGALITY:
Maleshia B.F finer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: P-11863
Date Approved: 4/12/2016
HB 1295 No. 2016-7355
OFFICIAL RECORD
CITY SECRETARY
CFW_Highstreet IT Solutions,LLC L�o WORTH,TX
Page 12 of 19
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_Highstreet IT Solutions,LLC
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_Highstreet IT Solutions,LLC
Page 14 of 19
EXHIBIT C
RATE SCHEDULE TABLE
Hourly
Roles Labor Rate Annual Increase
The greater of 2% or
the consumer price
index as reported by
the U.S. Bureau of
Labor Statistics for
the Dallas Fort Worth
Project Manager $145 Area
The greater of 2% or
the consumer price
index as reported by
the U.S. Bureau of
Labor Statistics for
the Dallas Fort Worth
Functional Consultant $140 Area
The greater of 2%or
the consumer price
index as reported by
the U.S. Bureau of
Labor Statistics for
the Dallas Fort Worth
Sr. Functional Consultant $145 Area
The greater of 2%or
the consumer price
index as reported by
the U.S. Bureau of
Labor Statistics for
the Dallas Fort Worth
Technical Consultant $140 Area
The greater of 2% or
the consumer price
index as reported by
the U.S. Bureau of
Labor Statistics for
the Dallas Fort Worth
Sr. Technical Consultant $145 Area
CFW_Highstreet IT Solutions,LLC
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_Highstreet IT Solutions,LLC
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.
® 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 first 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:
CFW_Highstreet IT Solutions,LLC
Page 17 of 19
(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
(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 A"FOT WORTH: HIGHST ET IT SOL IONS:
By: By:
usan lanis Name: G Furst
t C
i
t
yanager Title: President
Date: 'a,�� 12o t Date: I -7
ATTESIK ATTEST:
By:
Mary J.Kayser Name: LCIW.r
City Secretary Title: �n/►tl'A&4...
APPROVED AS TRYORM LEGALITY: (Of F®
o°oo f .
Males •a .Farme >
t
Senior Assistant City Attorney g o 4
M&C: none required °p°
G" °°O°°
I
CFW_Higbstreet IT Solutions,LLC
Page 18 of 19
EXHIBIT F
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Highstreet IT Solutions,LLC
Legal Address: 8480 E.Orchard Road, Suite 6200,Greenwood Village,CO 80111
Services to be provided: IT Consulting 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: reg Furst
Positio . President/CE
Signature
2. Name:Russ Wheeler
Position: Senior Vice President
Signature
3. Name:Brett Miller
Position: Vice President
Signature
Name:
Signature of Pr 'd nt/CEO
Other Title:
Date:
CFW_Highstreet rl'Solutions,LLC
Page 19 of 19
EXHIBIT F
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Highstreet IT Solutions,LLC
Legal Address: 8480 E. Orchard Road,Suite 6200,Greenwood Village,CO 80111
Services to be provided: IT Consulting 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: Greg Furst
Position: President/CEO
Signature
2. Name: Russ Wheeler
Position: Senior Vice President
Signature
3. Name:Brett Miller
Position:Vice President
0, /d?,
Signature
Name:
Signature of President/CEO
Other Title:
Date:
CFW_Highstreet IT Solutions,LLC
Page 19 of 19
EXHIBIT F
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Highstreet IT Solutions,LLC
Legal Address: 8480 E.Orchard Road,Suite 6200,Greenwood Village,CO 80111
Services to be provided: IT Consulting 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: Greg Furst
Position: President/CEO
Signature
2. Name:Russ Wheeler
Position: Senior Vice President
Signature
3. Name:Brett Miller
Position:Vice President
Signature
Name:
Signature of President/CEO
Other Title:
Date:
CFW_Highstreet IT Solutions,LLC
Page 19 of 19
M&C Review Page 1 of 3
Official site of the City of Fort Worth,
CITY COUNCIL AGENDA FORTS H
COUNCIL ACTION: Approved on 4/12/2016
REFERENCE LOG 13P15-0358
DATE: 4/12/2016 NO.: P-11863 NAME: ORACLE/PEOPLESOFT/HYPE RION -
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/Hyperion
Services. These professional services include consulting, planning, designing and/or implementing new
Oracle/PeopleSoft/Hyperion 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 1 $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_packet/mc—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/WBE 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 BIDE 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 ��� ?3
oRmi 1295
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. 2016-7355
Highstreet IT Solutions, LLC
Greenwood Village, CO United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/29/2016
being filed.
City of Fort Worth Texas Date Acknowledgefi:
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/PeopleSofUHyperion services
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Highstreet IT Holdings, LLC Greenwood Village, CO United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the abov disclosure is true and correct.
ws
JESSIE BOLGER
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20014003245
MY COMMISSION EXPIRES MARUR 5,2017:1ignaiure of a0ftorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the sr day of `,
20 /[o ,to certify which,witness my hand ands I of office.
Signature of officer dministering Printed name of officer ad inistering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34416