HomeMy WebLinkAboutContract 35080 (2)Cf�-� Y ��C;REiA�
CONiRAGT RI� . _
SERVICES AGREEMENT
This SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City" or "Client"), a home rule municipal
corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and
through Karen L. Montgomery, its duly authorized Assistant City Manager, and MCM
Technology, LLC, ("Consultant" or "MCM") a Delaware corporation and acting by and
through I�E�.�•; �,�': ,+ �;,: r' �E,.it� dul y authorized �`,� � ,-' i�c => ; r%< :„ �
The Contract Documents for this Agreement shall consist of the following:
A. This Service Agreement
B. Exhibit A to the Professional Services Agreement — Statement of Work
C. Exhibit A-1 to the Statement of Work — Milestone Attainment Document
D. Exhibit A-2 to the Statement of Work — MCM Asset Management Version 5.0 Basic
System Specs
E. Exhibit B to the Services Agreement — Client License Agreement
F. Exhibit B-1 to the Client Access License Agreement — Project Payments and
Milestones
In the event of a conflict between the documents, the order of precedence shall be this
Services Agreement, the Statement of Work, followed by the Client License Agreement.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for
the purpose of providing asset management enterprise software and application and
implementation services for the City's 800 MHz Rebanding project. Such services being more
specifically set forth in the Statement of Work attached hereto as Exhibit "A" and incorporated
for all purposes incident to this Agreement. In order to implement such services, MCM agrees
to license the use of its software and documentation to Client pursuant to the Client License
Agreement, which is attached hereto as Exhibit "B" and incorporated for all purposes incident
to this Agreement.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall continue in full force and effect until
completion of implementation and acceptance, unless terminated earlier in accordance with the
provisions of this Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $53,346.40 in accordance with
the provisions of this Agreement. Consultant shall not perform any additional services for the
City not specified by this Agreement Unless the City requests and approves in writing the
additional costs for such services. The City shall not be liable for any additional expenses of
Consultant not specified by this Agreement unless the City first approves such expenses in
Services Agreement
Page 1 of 8
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writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder, City will notify Consultant of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to the City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which
funds shall be been appropriated.
4.3 Duties and Obliqations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the
City shall pay Consultant for services actually rendered as of the effective date of
termination and Consultant shall continue to provide the City with services requested
by the City and in accordance with this Agreement up to the effective date of
termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's services and
proposed services with respect to the Scope of Services to be provided under this Agreement.
In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant,
for itself and its officers, agents and employees, further agrees that it shall treat all information
provided to it by the City as confidential and shall not disclose any such information to a third
party without the prior written approval of the City. Consultant shall store and maintain City
information in a secure manner and shall not allow unauthorized users to access, modify,
delete or otherwise corrupt City information in any way. Consultant shall notify the City
immediately if the security or integrity of any City information has been compromised or is
reasonably believed to have been com promised.
If the City is required to disclose any documents that may reveal any Consultant
proprietary information to third parties under the Texas Public Information Act, Chapter 552 of
the Texas Government Code (the "AcY'), or by any other legal process, law, rule or judicial
order by a court of competent jurisdiction, the City will utilize its best efforts to notify Consultant
prior to disclosure of such documents. The City shall not be liable or responsible in any way for
the disclosure of information not clearly marked as "Proprietary / Confidential Information" or if
disclosure is required by the Act or any other applicable law or court order. In the event there
is a request for such information, it will be the responsibility of Consultant to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by the City, but by the Office of the Attorney General of the State of Texas.
Services Agreement
Page 2 of 8
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this contract, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the consultant involving
transactions relating to this Contract. Consultant agrees that the City shall have access during
normal working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this
section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three
(3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such
subcontractor involving transactions related to the subcontract, and further that City shall have
access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended
audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges 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, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Consultant acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Consultant, its officers, agents, employees, servants, contractors and
subcontractors. Consultant further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONS/BLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUD/NG
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGL/GENT ACT(S) OR
OM/SS/ON(S), MALFEASANCE OR /NTENT/ONAL M/SCONDUCT OF CONSULTANT, lTS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND THE C/TY, lTS OFF/CERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGA/NST ANY AND ALL CLA/MS OR LAWSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUS/NESS AND ANY RESULTING LOST PROF/TS) AND/OR
PERSONAL INJURY, INCLUD/NG DEATH, TO ANY AND ALL PERSONS, OF ANY K/ND
OR CHARACTER, WHETHER REAL OR ASSERTED, AR/S/NG OUT OF OR /N
Services Agreement
Page 3 of 8
CONNECTION WITH TH/S AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR OM/SS/ONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
Consultant agrees to defend, settle, or pay, at its own cosf and expense, any
claim or action against the City for infringement of any patent, copyright, trade secret,
or similar property right arising from City's use of the software in accordance with this
agreement. Consultant shall have the so/e 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, and City agrees to cooperate with it in doing so, City
agrees to give Consultant timely written notice of any such claim or action, with copies
of all papers City may receive relating thereto. If the software 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, Consu/tanf shall, at its own
expense and as Cify's sole remedy, either; (a) procure for City the right to continue to
use the software; or (b) modify the soffiware fo make it non-infringing, provided that
such modification does not materially adversely affect City's authorized use of the
software; or (c) replace fhe software with equally suitable, compaiible, and functionally
eguivalent non-infringing software at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Consultant, terminate this agreement
and refund to City the paymenfs actually made to Consultant under this agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written notification to the City. Any assignee or subcontractor
agrees to be bound by the duties and obligations of C onsultant under this Agreement.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
10.1 Coveraqe and Lim its
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by the Consultant, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation
Services Agreement
Page 9 of 8
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent
with statutory benefits outlined in the Texas workers' Compensation Act (Art.
8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for
Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily
injury disease policy limit and $100,000 per disease per employee
(d) Technology Liabil ity (Errors & Omissions-E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Technology E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to the City to
evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant proceeding
with any work pursuant to this Agreement. All policies shall be endorsed to
name the City as an additional insured thereon, as its interests may appear. The
term City shall include its employees, officers, officials, agent, and volunteers in
respect to the contracted services. Any failure on the part of the City to request
required insurance documentation shall not constitute a waiver of the insurance
requirement. 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. Such terms shall be
endorsed onto ConsultanYs insurance policies. 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.
11. COMPLIANCE WITH LAWS, ORDINANCES. RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct the
violation.
Services Agreement
Page 5 of 8
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the performance of
Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or
employment of 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 Consultant, its personal
representatives, assigns, subcontractors or successors in interest, Consultant agrees to
assume such liability and to indemnify and defend the City and hold the City harmless from such
claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the 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/IT Solutions
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
14. SOLICITATION OF EMPLOYEES.
To CONS ULTANT:
MCM Technology, LLC
3510 Vann Road, Suite 105
Birmingham, AL 35235
Facsimile: (205) 655-5605
Neither the City nor Consultant shall, during the term of this agreement and additionally
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.
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 Consultant to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the City's or Consultant's respective right to insist upon appropriate performance or to assert
any such right on any future occa�ion.
17. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal 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
Services Agreement
Page 6 of 8
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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.
The City and Consultant shall exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(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.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement
or exhibits hereto.
21. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between
the City and Consultant, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and
void to the extent in conflict with any provision of this Agreement.
Services Agreement
Page 7 of 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
I�- �" day of i= L;�,� �ti. �t �> � , 2007.
CITY OF FORT WORTH:
MCM TECHNOLOGY, LLC
� �B / �� / By' � /� �� •�� `�' �
Y•
Karen L. Montgomery ,� 3�/ � Name: Tid-c-,:�t��� d^S�'Q �� �`�
Assistant City Manager�(;'� �% Title: � ic-�= i%k-t "5 �ll� .^%�
ATTEST:
By:
City Secret y
APPROVED AS TO FORM AND
LEGALITY:
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Assis an City Attorney
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Services Agreeinent
Page 8 of 8
ATTEST:
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Fort Worth, TX
Statement of Work
EXHIBIT A
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Statement of Work
City of Fort Worth, TX
Radio Re-banding
Infrastructure Engineering Services, lT Solutions
Communications
Asset and Work Order
Management System
December 7, 2006
MCM Technology Page i 2/i2/aoo�
Fort Worth, TX
EXECUTIVE SUMMARY
Statement of Work
MCM Technology (MCM) develops, sells, and supports an all encompassing Asset
Management Enterprise software application designed specific ally to track and record
life-cycle activities beginning with purchasing and ending with disposi tion of the asset.
This multi-user interface accumulates and maintains data and will create reports to
assist in the management of serialized assets, while maintaining real-time control of the
asseYs location and condition as wel I as a state of the art work order management
system to control parts and labor revenue and expense management.
The City of Fort Worth ITSD, Infrastructure Services, hereinafter known as "Client" and
MCM agree that MCM will provide software and services as outlined in this statement of
work.
PROJECT SCOPE
MCM will provide software programs and services that meet all the requirements listed in
this Scope of Work.
Deliverables
The following are the project deliverables as defined:
1. Information gathering meetings and business process review
2. MCM provided software on Client server(s)
3. Installation of MCM software on identified workstations
4. Conversion of identified data at MCM's facility
5. On-site audit of data conversion by Client representatives
6. Implement converted data through cut-off date to Client system
7. On-Site Training
8. Final Meeting between CI ient and MCM Project Manager
Project Timeline
MCM proposes to begin the im plementation process, as described in this document,
within 30 days of the contract award. MCM proposes to complete the im plementation of
the system within 60 days of the start date of the project. The timeline shown in this
chart is tentative based on the date of the award.
ENGAGEMENT ASSUMPTIONS
The following assum ptions apply to this engagement:
■ The Client will identify a resource prior to commencement of this initiative to
serve as the project manager to whom MCM will transfer knowledge.
■ The Client SME's will be available on an as needed basis to support the
project objectives and deliverables.
■ MCM is solely responsible for MCM project staffing.
■ MCM agrees to sign all non-disclosure agreements, as necessary.
■ Changes to the scope of the contract including but not limited to, expanding
the area of responsibility, enhancement requests, or a change of work
location, will be negotiated.
MCM Technology Page 2 2/i2/zoo�
Fort Worth, TX
Statement of Work
■ Work will be perFormed at the ClienYs or MCM's facility as deemed
appropriate.
■ The Client will provide MCM personnel with the appropriate facilities
necessary to complete the defined scope of wor k in time frames that support
the project. Facilities include but are not limited to:
• Pentium Workstation
• Suitable office or work space to perform project duties
• Telephone
• Facility/Security Access Badges
• E-mail or ability to access outside systems
• Network/Peripherals Access
■ MCM will not be responsible for delays caused by the unavailability of Client
personnel, or other events beyond its control (e.g. malfunctioning
infrastructure elements, delays of input data), as these delays could directly
impact end-date deliverables.
■ The Client will provide MCM with all workstations to be configured upon
arrival for commencement of the project.
■ MCM will provide the Client with status reports reflecting accomplishments,
issues and recommendations, and planned accom plishments for the next
reporting period. Status reports will be presented on an as-needed basis
during a milestone period and at the end of each milestone.
■ The Client is responsible for all travel and living expenses incurred by MCM
consultants. (The Client travel expense policies will be adhered to as deemed
appropriate as per the project financials.)
■ MCM Project Manager will submit a milestone completion document. The
Client stakeholders for all project deliverables will provide their
approval/disapproval within two working days. If no response is received,
MCM will assume approval and acceptance.
■ The Client is responsible for remitting payment to MCM based on milestone
completions. See Project Financials.
PROJECT FINANCIALS AND MILESTONES
• MCM proposes delivering the services detailed in this Statement of Work in the
most efficient time line possible. Dates and tim elines shall be agreed to by both
parties.
• MCM will invoice the Client at the completion of each m ilestone as defined in
Exhibit B-1, as attached to the Client License Agreement.
The Milestone Attainment Document (Exhibit A-1) will be signed by The Client project
manager and the M CM project manager to identify milestone com pletion and
acceptance. In the absence of a signatur e, MCM Technology wil I provide notification to
the Client project manager within 48 hours after milestone completion and subsequently
generate an invoice.
Expense Reimbursement
Travel and living expenses are included for the man-days outlined in the sales order.
Expenses for any additional days on-site that are required will be billed to the customer
as incurred.
MCM Technology Page g 2/i2/2oo�
Fort Worth, TX
Statement of Work
Additional Cost Incurred by the Client
Additional cost incurred by the Client before, during, or after the project outside the
scope of work detailed in the "Statement of Work" will be borne solely by The Client.
This includes, but is not limited to, cost for the purpose of providing site access, insuring
technological compatibility, undertaking hardware upgrades, etc.
APPROVALS
By signing below, the Client and MCM Technology LLC agree to the terms and
conditions as set forth in this Statement of Work.
The Client: City of Fort Worth, TX MCM Technology, LLC
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Signature � � Signature
Assistant City Mana�er/CFO _
Title
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Date
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A5SiS T CITY ATTORNEY
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Title
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MCM Technology Page 4 2/i2/2oo�
Fort Worth, TX
Exhibit A-1
Milestone Attainment Document
Milestone 1: Execution of Contract— no signature required.
Statement of Work
Milestone 2: Completion of lnstallation, Database Configuration, Project
Management, and Training Services.
Date:
Submitted by:
Comments:
for MCM Technology
Concurred: , for the Client
Comments:
MCM Technology
Page 5
z/i2/2oo�
Fort Worth, TX
Statement of Work
Exhibit A-2
MCM Asset Management Version 5.0 - Basic Sysfem Specs
And
Performance Benchmarks
Basic Svstem Specs
Programming Language(s): C++, ASP.NET (Web Applications)
Database Type: SQL 2000
Basic configuration: The application and its supporting files are generally setup on the
server under a shared directory. Users map drives to the share and load minimal client
software. Permissions for access to this directory are managed using local or domain
accounts/groups. Users must login to MCM with a separate user name and password
that is setup under the MCM administration utility.
Operatina Svstems: Windows 2000 or 2003 Server Standard
Server Hardware
The application can be instal led on the same server as the database if only one server is
required. The following is the recommended server hardware configuration:
Processor(s) - Pentium IV Xeon
RAM - 1 GB RAM
Drives - 3 to 5 ea. SCSI - 10K RPM (15K RPM desired)
Fault Tolerance - Raid 5
Network: Minimum - 100 MB
Third partv Licensinq requirements
Product Notes
Windows Server License 1 ea. re uired for each server
SQL Server License 1 ea. re uired for each server
Windows User CALs 1 ea. required for every user or workstation that accesses
the MCM application
SQL User CALs 1 ea. required for every user or workstation that accesses
the MCM a lication
ReportWorks 1 ea. (per site) required to run reports
1 ea. er workstation re uired to develo custom re orts
MCM Technology Page 6 2/i2/2oo�
Fort Worth, TX
PerFormance Benchmarks
Statement of Work
• Test Server specs — Xeon 2.4 GHz, 2 GB RAM, 3 ea. 15K RPM SCSI drives
RAID 5 array, Windows 2000 Server
• Test Workstation specs — P4 2.8, 256 MB RAM, Windows XP Pro
• Network Connectivity — 100 MB
• Test Data = 100,000 Asset records
Aqplication and DLL load tim e:
• Thin client (application and dlls located on server under file share)
o Main app/Logi n screen — 2 to 3 seconds
o Asset dll — 3 seconds
o Work Order dll — 4 to 5 seconds
• Thick client (application and dlls located on client dr ive)
o Main app/Logi n screen — 1 second
o Asset dll — 3 to 4 seconds
o Work Order dll — 4 to 5 seconds
"Find" data function:
• Find 100,000 assets — 15 to 20 seconds
• Find 1 asset — 1 to 2 seconds
• Find subset of category "PORTABLE" assets (32,117 total) — 5 to 7 seconds
"Browse" data Function:
• Browse 100,000 assets (6 user defined fields) — 2 to 3 seconds
• Click and sort by any of the 6 fields — 2 to 3 seconds
• Customize browse (drag and drop fields — re-query data) — 3 to 4 seconds
"Save" data Function:
• Save new work order record — 1 to 2 seconds
• Save new Asset record — 1 to 2 seconds
MCM Technology Page � 2/iz/zoo�
EXHIBIT B
CLIENT LICENSE AGREEMENT
THIS CLIENT LICENSE AGREEMENT (this "AgreemenY'), dated the day of , 2007 (the "Effective Date"), is by and between
MCM Technology, LLC, a Delaware limited liability company ("MCM"), located at 3510 Vann Road., 5uite 105, Birmingham, AL 35235, and City of Fort Worth,
TX ("ClienY'), located at
RECITAL
Client desires to license the Software and Documentation described herein from MCM and to engage MCM to provide certain related services
to Client, and MCM desires to provide such Software and Documentation and related services to Client.
NOW THEREFORE in consideration of the foregoing and the respective covenants, agreements and undertakings of the parties contained
herein and for other good and valuable consideration, and subject to the terms and conditions set forth herein, and all of the provisions of the
attached Proposal, Statement of Work, Change Order(s) and other additions or amendments thereto signed in writing by both parties
(collectively, the "Attachments"), all of which are incorporated herein by reference, the parties hereby agree as follows:
TERMS AND CONDITIONS
1.0 SOFTWARE
1.1 Grant of Object Code Use License
MCM hereby grants to Client a limited, nonexclusive, nontransferable license to use the Software (object code only) and
Documentation solely for the internal business use of Client, on one server, in one location for use by ClienYs employees and for
input of Client's own data, unless otherwise provided in the user specifications and limitations set forth in the Attachments. In no
event may the Software be used in connection with any commercial timesharing, service bureau or other rental or sharing
arrangements involving third parties.
As used herein, the term "Software" means the computer programs set forth in the Attachments, and any enhancements or
modifications thereto to which Client is entitled under this Agreement or any valid Maintenance Contract (as defined herein). The
term "Documentation" means any user manuals and other documents relating to the Software provided to Client by MCM.
ClienPs license and right to use the Software (or any intellectual property of MCM) does not include any license or right to create
derivative works of the Software (or any intellectual property of MCM) or distribute the Soflware or derivative works thereof.
Without limiting the foregoing, Client shall not create derivative works or distribute the Software or derivative works thereof in any
manner that would cause the Software or derivative work thereof, in whole or in part, to become subject to the terms of any "open
source" license or agreement or any other license, agreement, or any condition or requirement in equity, law, or contract that would
or could require the Software or derivative work thereof, in whole or in part, to be (i) released or distributed outside the full control
and discretion of MCM, (ii) distributed or disclosed in source code form, or (iii) licensed with the right to make derivative works. For
the sake of clarity, Client is specifically prohibited from engaging in any activity that would or could cause the Software or any
derivative work thereof, in whole or in part, to become "open source" or to be subject to "open source" terms.
1.2 Acceptance of Software
Client shall have thirty (30) calendar days from the date of installation of the Software (the "Installation Date") to test the Software
and determine whether it complies with this Agreement, the Attachments and any Documentation provided hereunder. Any
perceived nonconformity in the Software must be reported in writing to MCM within such 30-day period. Any part of the Software
not identified as nonconforming within such time period shall be deemed to be accepted by Client in all respects, and ClienYs
failure to notify MCM in writing of nonconformity shall act as a waiver of any claims with respect thereto. To the extent any
modifications or other Services (as defined herein) are performed or completed by MCM after the Installation Date, Client shall
have thirty (30) calendar days from completion of such modifications or Services within which to notify MCM in writing of any
nonconformity with respect thereto. Any part of the Software not identified as nonconforming within such time period shall be
deemed to be accepted by Client in all respects, and ClienYs failure to notify MCM in writing of nonconformity shall act as a waiver
of any claims with respect thereto. This latter notification period shall not extend the initial 30-day notification period relating to
installed Software that is not the subject of the modifications or Services.
In the event of the discovery and identification of any nonconforming Software, ClienYs exclusive remedy, and MCM's entire
liability, shall be: (i) the correction of program errors that cause nonconformity, or if MCM cannot substantially correct such
nonconformity in a commercially reasonable manner, Client may end its license and recover the fees paid to MCM for the license
and any unused, prepaid support and maintenance fees.
1.3 Payment
1.3.1 Client shall make payment to MCM for the Software, Services and Maintenance (as defined herein) to be provided
hereunder, and any additional charges related thereto, all in the amounts and in accordance with the terms set forth in Exhibit B-1.
1.3.2 Client is a tax-exempt entity and shall not be liable for taxes pursuant to the Agreement. A copy of Client's documented
exempt status may be provided to MCM upon request.
1.3.3 If payments due hereunder are not made within thirty (30) days from their due date, Client shall be required to pay a late
fee of not more than 1.0% per month (or, if less, the maximum permitted by law) or part thereof on the balance of any such overdue
amounts. Furthermore, in the event of a late payment, MCM may, in addition to other rights and remedies it has under this
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Agreement and at equity or law, suspend any or all Services or Maintenance and terminate this Agreement, in whole or in part,
without prior notice to the Client.
1.4 Price Changes
MCM may change prices for Software, Services or Maintenance, or other charges related thereto, provided that it gives at least
thirty (30) days prior written notice to Client, except that no charge shall be effective for Software, Services or Maintenance for
which Client has already paid in full and MCM has deposited or othervvise received the funds into its account.
1.5 Title to and Ownership of Software and Modifications
The parties agree that the Software and Documentation constitutes valuable property, proprietary information and, if applicable
state law applies, trade secrets of MCM, whether or not any portion of the Software is or may be copyrighted or patented. Title, full
ownership and all proprietary rights to the Software (as it now exists or may later be modified) and the Documentation and all
copies thereof shall remain with MCM. Nothing in this Agreement or the Attachments shall be or shall be interpreted or construed
to be a transfer of any right, title or interest whatsoever in the Software or the Documentation.
1.6 Client Obligations
1.6.1 Client accepts full responsibility for the selection, implementation after installation and use of the Software and
Documentation to achieve Client's intended results.
1.6.2 Client shall provide MCM with access to such personnel, hardware and third-party software as may be necessary to install
the Software hereunder and provide the other Services and Maintenance as set forth herein.
1.6.3 Client shall provide any information reasonably necessary for MCM to ascertain ClienYs credit worthiness.
1.6.4 Client shall allow MCM to audit periodically Client's usage of the license granted hereunder to determine compliance with
the location and user specifications and limitations set forth in the Attachments. MCM shall notify Client of intent to audit not less
than ten (10) business days prior to any intended audit.
1.6.5. Client acknowledges that the Software is subject to U.S. export jurisdiction. Client agrees to comply with all applicable
international and national laws that apply to the Software, including, without limitation, end-user, end-use, and destination
restrictions. Without limiting the generality of the foregoing, additional information may be available at such locations as
http://www.bxa.doc.gov or from third party resources. MCM is not responsible for the accuracy of the information at any such
websites.
1.6.6 Client shall not attempt to create, replicate, copy, adapt, 'unlock', translate, alter, reverse engineer, revise, disclose, or make
derivative works of the Software or pocumentation (each a"Modification"), directly or indirectly by any method. Client agrees not to
develop any software based on any portion or function of the Software or pocumentation. All copies, Modifications, and derivative
works (whether or not authorized) automatically upon creation (1) belong to MCM, (2) become subject to the limitations and
obligations of Client under this Agreement, and (3) are excluded from any warranty or other obligation by MCM.
1.6.7 Client shall be and remain, at all times, the sole and exclusive owner of the Data. MCM is hereby granted a license to use
and copy the Client Data solely for purposes of carrying out its duties hereunder during the Term and solely to the extent that MCM
requires access to such data to provide the Services as contemplated by this Agreement during the Term. MCM shall not do any
thing(s) that may in any manner adversely affect the integrity, security or confidentiality of such items, other than as specified
herein or as directed by Client in writing. Client consents to and grants MCM permission to collect and maintain data and
information relating to asset and inventory data that is input or maintained by Client in connection with the Software (the "Collected
Data") and to disclose, if required, the Collected Data to Nextel or the Transition Administrator if requested, provided that such
disclosure and transfer does not expressly associate the Collected Data with the Client.
1.6.8 Client shall be responsible for and obtain all rights from third parties necessary for MCM to perform any Services, including,
without limitation, all rights of access and rights to modify, under copyright, confidentiality agreements, the Computer Fraud and
Abuse Act, and all other forms and sources of rights or restrictions.
1.7 Mutual Confidentiality and Nondisclosure
Client and MCM agree that each Party owns and maintains unique and valuable assets and agree to maintain any Confidential
Information of either Party in strict confidence and to use and disclose such Confidential Information only as permitted under this
Agreement. For purposes of this Agreement, "Confidential Information" shall mean all information provided to Client by MCM, and
to MCM by Client, including, without limitation, the Software and Documentation, Client Data and any other information exchanged
between MCM and Client. MCM shall prevent disclosure of the Confidential Information to persons or entities other than MCM's
employees, agents, subcontractors or representatives of MCM, or other persons critical to the performance of duties under this
Agreement. Client may disclose Confidential Information to its employees, agents, subcontractors or representatives of MCM
solely for purposes related to ClienYs permitted use of the Confidential Information hereunder. The foregoing restrictions on
disclosure and use shall not apply with respect to any information which: (i) was or becomes publicly known through no fault of
either Party; (ii) was rightfully known or becomes rightfully known to either Party without confidential or proprietary restriction from a
source other than one of the Parties to this Agreement; (iii) is independently developed by Client or MCM without reference to or
reliance on Confidential Information; (iv) is required to be disclosed by law, specifically Chapter 552 of Texas Government Code.
Each Party hereby acknowledges and agrees that breach of this Section 1.7 would result in irreparable harm to the other Party.
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1.8 Termination of Software License
Client may terminate the license granted hereunder upon thirty (30) days written notice to MCM, provided, however, that Client
shall not be relieved from making payments to MCM for all amounts due hereunder up through the effective date of termination,
unless MCM commits a default as defined in Section 8.1.
2.0 PROFESSIONAL SERVICES
2.1 Professional Services
Consulting, implementation, integration, training and customization services (collectively, "Services") shall be provided by MCM
only as set forth in writing and in accordance with this Agreement and the Attachments.
2.2 Reimbursable Expenses
Client shall reimburse MCM for travel and living expenses as described in the attached Exhibit B-1.
3.0 MAINTENANCE
3.1 Initial Maintenance Service Commitment
Client agrees to purchase maintenance services ("Maintenance") for the Software following a period of one year after the expiration
of the warranty period (the "Maintenance Contract"). Client shall have the option to renew the Maintenance Agreement for four (4)
one-year periods at MCM's then current rates. Either party shall have the right to cancel the Maintenance Agreement by written
notice at least 60 days prior to the expiration of the current term of the Maintenance Contract.
3.2 Periodic Maintenance
MCM shall, upon expiration of the warranty period as defined in Section 6.1.1 below, and upon payment of the Maintenance
Contract fees specified herein, provide Client with the following ongoing Maintenance for the Software:
3.2.1 Updates and such other changes to the Software periodically distributed by MCM as standard releases to the Software.
3.2.2 In the event of a material defect which does not permit the Software to operate substantially in accordance with MCM's
documentation, MCM shall, during the term of the Maintenance Contract, perform the services described in Sections 6.1.2 and
6.1.3; provided, however, that Client fulfills the obligations set forth therein, and malfunctions occur in a supported version of the
Software.
3.2.3 MCM shall have no responsibility to perform Maintenance upon superseded releases of the Software, except that MCM will
continue to provide support for such superseded releases for a period of six months from the published date of each superseding
release.
3.3 Maintenance Service Reinstatement
In the event Client allows the Maintenance Contract to lapse after the initial Maintenance Contract commitment, Client may
reinstate Maintenance services by paying to MCM fifty percent (50%) of the Maintenance Contract fees for the period during which
Maintenance services were not in effect, a reinstatement surcharge of twenty percent (20%) of the foregoing amount, and
applicable periodic Maintenance Contract fees for the new service period.
4.0 SUPPORT
As a part of MCM's Maintenance commitment, during the term of the Maintenance Contract for periods for which fees are fully paid,
MCM shall make system support services available, by telephone, in the form of application consulting and technical assistance.
Personnel shall be available to provide support to Client Monday — Friday from 8:30 A.M. to 5:30 P.M. Central Standard Time with
the exception of MCM holidays, a list of which shall be provided by MCM to Client. MCM technical and support personnel are on
call and available 24 hours per day, seven days per week in the event of any urgent need or emergency.
To resolve problems that result in material interruptions or limitations of service, MCM shall respond to calls as soon as possible
after receipt of the call. If MCM support personnel are unable to (a) provide a resolution to ClienYs call or (b) provide a mutually
acceptable plan to resolve ClienYs problems within three business days of the initial call, appropriate management personnel from
MCM shall become directly involved with the attempted resolution of the problem at the request of Client.
5.0 ADDITIONAL PURCHASES AND UPGRADES
All additional purchases of products and Services under this Agreement shall be effective only upon execution of the related
Change Order Form(s) and Statement(s) of Work. Notwithstanding the content of any additional Change Order Form or Statement
of Work, this Agreement shall control, and any conflicting or inconsistent terms contained in such additional documents executed
subsequent to this document shall be null and void.
6.0 WARRANTY
6.1 Warranty for the Software
6.1.1 MCM warrants the Software and Services shall be free from material defects and shall operate substantially in accordance
with then current Documentation and the Attachments, for a period of thirty (60) days from the Installation Date. Installation Date
shall be defined as the first date on which the MCM team is at the ClienYs site.
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1/1364533.3 v071206
Confidential and Proprietary
6.1.2 MCM's sole responsibility for material defects in the Software or Services discovered by Client and for which MCM receives
prompt notice in writing from the Client shall be, at MCM's sole election, to: (a) correct such defects or provide a work-around
solution; (b) replace any defective Software or Services; or (c) correct any errors in MCM's Documentation to substantially conform
to the intended performance of the Software or Services and resubmit such Documentation to Client. The foregoing obligations of
MCM are void if MCM does not receive prompt notice in writing from the Client or if MCM's examination of the Software or Services
confirms that the Software or Services have been: (x) altered or modified by or on behalf of Client, other than by MCM; (y)
subjected to negligence or computer or electrical malfunction; or (z) used, adjusted or installed in a manner inconsistent with
written instructions provided by MCM to Client hereunder, in which event Client shall be invoiced for any additional Services
rendered by MCM to fix the problem at MCM's then current rate for such Services.
6.1.3 The warranty provided herein does not cover any portion of the Software or Services that malfunctions for reasons not
under the control of MCM. Except as provided in Section 8 of the Professional Services Agreement, the performance of MCM's
obligations under Section.6.1.2 shall be MCM's total maximum liability and MCM's entire obligation to the Client as a consequence
of all and any errors in the Software, and the Client shall have no other claims against MCM as a result of such errors.
6.2 WARRANTY DISCLAIMERS
LICENSEE ACKNOWLEDGES AND AGREES THAT, WITH THE EXCEPTION OF THE LIMITED WARRANTIES SET FORTH IN
SECTION 6.1 HEREOF, LICENSOR HAS NOT MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND
OR NATURE, EITHER ORAL OR WRITTEN, EITHER EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE TO BE
LICENSED HEREUNDER, THE PRODUCTS TO BE SOLD OR THE SERVICES TO BE PROVIDED HEREUNDER, AND TO THE
FULL EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR SPECIFICALLY DISCLAIMS ANY AND ALL
REPRESENTATIONS AND WARRANTIES CONCERNING SUCH SOFTWARE, PRODUCTS AND SERVICES, BOTH EXPRESS
AND IMPLIED, ORAL AND WRITTEN, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OF DATA, SYSTEM INTEGRATION, AND ALL WARRANTIES
RELATING TO RESULTS TO BE DERIVED FROM THE USE OF SUCH SOFTWARE, PRODUCTS OR SERVICES OR OTHER
MATERIALS PROVIDED IN CONNECTION WITH THIS AGREEMENT. LICENSOR DOES NOT REPRESENT OR WARRANT
THAT SOFTWARE, PRODUCTS OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS,
OR OTHER PROGRAM LIMITATIONS. LICENSEE ACKNOWLEDGES THAT IT IS A SOPHISTICATED PARTY TO THIS
AGREEMENT AND RECONGNIZES AND AGREES THAT THIS PROVISION IS AN INTEGRAL PART OF LICENSOR'S PRICING
AND AN IMPORTANT FACTOR IN ITS WILLINGNESS TO GRANT THE LICENSE HEREUNDER AND PERFORM SERVICES
HEREUNDER.
7.0 LIMITATIONS OF LIABILITY
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OR DESTRUCTION OF DATA, BUSINESS INTERRUPTION, COSTS OF COVER, LOSS OF USE, LOSS OF
ANTICIPATED REVENUES OR PROFITS, OR DAMAGES RESULTING FROM OR RELATING TO CLAIMS BROUGHT AGAINST
LICESEE BY THIRD PARTIES, REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND THE LICENSEE CANNOT CLAIM, DEMAND OR SEEK RECOVERY FROM LICENSOR OR ITS
REPRESENTATIVES FOR ANY OF THE FOREGOING LOSSES OR DAMAGES AND LICENSOR WILL NOT INDEMNIFY THE
LICENSEE FOR ANY SUCH CLAIMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR
DISCLAIMS ANY PRODUCT LIABILITY AS A CONSEQUENCE OF LOSS OR DAMAGE TO PROPERTY WHICH, IN VIEW OF
ITS NATURE, IS NORMALLY INTENDED FOR COMMERCIAL USE. IN NO EVENT SHALL LICENSOR'S TOTAL CUMULATIVE
LIABILITY IN CONNECTION WITH OR RELATING TO THE SOFTWARE, PRODUCTS, SERVICES OR THIS AGREEMENT
EXCEED THE TOTAL AMOUNT OF ALL FEES AND OTHER AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR
HEREUNDER. THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, WHETHER BASED
IN CONTRACT, TORT OR OTHERWISE.
8.0 MISCELLANEOUS
8.1 Termination for Default, Bankruptcy or Breach
8.1.1 In addition to and not in lieu of the termination rights provided in Section 4 of the Services Agreement, if either party fails to
perform any of its obligations under this Agreement, the other party may terminate this Agreement for breach, in whole or in part,
by giving the other party thirty (30) days prior written notice specifying the nature of the default; provided that the other party cures
such default during the thirty (30) day period, the notice of termination shall be null and void.
8.1.2 Either party may terminate this Agreement without prior notice upon (i) the filing of a voluntary petition in bankruptcy by the
other party, or (ii) the passage of one hundred twenty (120) days after the commencement of any involuntary proceeding against
such other party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any
bankruptcy, insolvency or other similar law, if the proceeding has not been dismissed during such one hundred twenty (120) day
period.
8.1.3 In the event that there is a breach of any of Client's obligations under Section 1.7, MCM may at its option, terminate this
Agreement immediately and enjoin such breach by appropriate proceedings.
8.2 Cease Use and Return of the Software
Client shall, within thirty (30) days after termination of this Agreement and/or ClienYs license, for any reason, cease all use of the
Software and Documentation and return to MCM the original and all existing copies of the Software, together with all
Documentation and any other related material in ClienPs possession or control and delete and permanently erase all copies of the
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Software and Documentation that cannot be returned to MCM. Client shall furnish to MCM a written statement certifying
compliance with this Section.
8.3 Entire Agreement; Priority; Governing Law; Venue
This Agreement together with the Attachments constitutes the entire understanding between Client and MCM with respect to the
subject matter hereof, superseding all prior agreements, understandings and representations. This Agreement, which the Client has
received in hardcopy and signed, shall be the legally binding version. In the event of any conflict beiween the contents of this
Agreement and the contents of the said License Agreement implemented electronically in the Software, this Agreement signed in
hardcopy shall prevail. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without
regard to any choice of law rules that may direct the applications of the laws of another venue for any claim arising out of this
agreement shall be in state Courts of Tarrant County, Texas or the US District Court for the Northern District of Texas, Fort Worth,
Denton.
8.4 Independent Contractors
The parties are independent contractors, and this Agreement shall not establish any relationship of partnership, joint venture,
employment, franchise or agency between the parties. No party has the power to bind the other or incur obligations on the other's
behalf.
8.5 Notices
Any notices provided for herein shall be given in writing and transmitted by personal delivery or prepaid first-class certified mail to
the addresses set forth in this Agreement. Notices to MCM shall be sent to the attention of the president of MCM. Notices to the
Client shall be sent to the attention of the Manager of The Radio Services Division, unless otherwise specified in writing by Client.
8.6 Force Majeure
Neither party will be responsible for delays or failures in perFormance resulting from acts beyond the control of such party. Such
acts shall include, but not be limited to, acts of God, acts of terrorism, strikes, supplier delays, lockouts, riots, acts of war,
epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes or
other disasters.
8.7 Modifications
All amendments to this Agreement and any Attachments must be in writing, signed by an authorized representative of Client and
an authorized officer of MCM.
8.8 Headings
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
8.9 Enforceability
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.
8.10 Survival of Section
The rights and obligations under Sections 1.2, 1.3, 1.5, 1.6.6, 1.6.7, 6.2, 7.0, 8.3, 8.4, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12 and 8.14 of
this Agreement shall survive any expiration or termination hereof.
8.11 Assignment
This Agreement and the rights and duties hereunder shall not be assignable by Client or by MCM except upon the written consent of
the other party. Neither party shall unreasonably withhold consent of assignment. Notwithstanding the foregoing, MCM may assign
this Agreement and the rights and duties hereunder to any of its affiliates or any entity that acquires a majority interest in its ownership
upon 60 days notice to client.
8.12 U.S. Government Restricted Rights Notice
If the Client is a unit or an agency of the United States Government, the terms of this Section apply:
If the Client is a civilian agency:
The Software:
(i.) was developed at private expense and is existing computer software and no part was developed with government funds;
(ii.) is trade secret of MCM for all purposes of the Freedom of Information Act;
(iii.) is a commercial item and thus, pursuant to Section 12.212 of the Federal Acquisition Regulations (FAR), the GovernmenYs
use, duplication or disclosure of the Software is subject to the restrictions set forth in MCM's this Agreement and any
Attachments or purchase orders between MCM and the U.S. government agency;
(iv.) is in all respects proprietary data of MCM; and
(v.) is unpublished and all rights are reserved under the copyright laws of the United States.
If the Client is part of the Department of Defense: The Software is commercial computer software (and commercial computer
software documentation), and pursuant to DFAR § 227.7202, use duplication or disclosure of the Software is subject to the
restrictions set forth in this Agreement and any Attachments or purchase orders between MCM and the U.S. Government
agency. In the event any technical data are not covered by these provisions, it shall be deemed "technical data - commercial
items" pursuant to DFAR § 252.227-7015(a). Any use, modification, reproduction, release, perForming displaying, or disclosing of
such technical data shall be govemed by the terms of DFAR § 252.227-7015(b).
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1/1364533.3 v071206
8.12 MEDIATION
ALL CLAIMS, DISPUTES, AND OTHER MATTERS IN QUESTION BETWEEN THE PARTIES ARISING OUT OF OR RELATING
TO THIS AGREEMENT, INCLUDING THE ENFORCEABILITY OF THIS MEDIATION CLAUSE, WHETHER SUCH CLAIMS ARE
BROUGHT IN CONTRACT, TORT OR OTHERWISE, MAY BE DECIDED BY MEDIATION CONDUCTED IN FORT WORTH,
TEXAS, UPON CONSENT OF BOTH PARTIES. THE PARTIES SHALL MUTUALLY AGREE UPON A MEDIATOR. NOTHING
HEREIN SHALL PREVENT EITHER PARTY FROM EXERCISING ANY OTHER RIGHT IT MAY HAVE IN LAW OR EQUITY, NOR
DOES THIS PROVISION ACT AS A WAIVER BY EITHER PARTY OF ITS RIGHTS TO TRIAL BY JURY.
IN WITNESS WHEREOF, each party has executed this Agreement as of the Effective Date and represents and warrants to the
other that this Agreement constitutes its valid and enforceable obligation, and that the execution and perFormance of the
Agreement has been duly authorized and shall not constitute or result in (a) an interference with a business relationship or (b) a
breach or default under any other contact to which it is a party nor any court order or decree to which it is subject.
Client: City of Fort Worth, TX
By: l l� ;'
Title: 3
ASSISTANT CITY MANAGER/CFO �
Accepted by:
MCM Technology, LLC �
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MCM Technology, LLC
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ASSI TANT CITY �jr�zt�F�I�EY
Confidential and Proprietary
City of Fort Worth, Texas
Mayor and Councii Communication
COUNCIL ACTION: Approved on 2/6/2007
DATE: Tuesday, February 06, 2007
LOG NAME: 13P07-0002
REFERENCE NO.: �*P-10533
SUBJECT:
Authorize a Purchase Agreement with the Sole Source Vendor MCM Technology, LLC, for Asset
Management Software, Professional Services and Reimbursable Costs for an Asset and Work
Order Management System for the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a purchase and maintenance agreement with the sole source
vendor MCM Technology, LLC (MCM), for asset management software, professional services, and
reimbursable costs for the IT Solutions Department (IT Solutions) at of cost of $53,346.40; and
2. Authorize the maintenance agreement to begin one year after acceptance of the installation of the
software system, with options to renew for four additional one-year periods.
DISCUSSION:
IT Solutions will use this purchase agreement to acquire an asset management system to be used as a
tool to assist in the reconfiguration of the City's 800 Mhz Public Safety Radio System. The City Council
approved M&C C-21467 (May 23, 2006) to begin the process of reconfiguration of the City's Public Safety
Radio System. This software asset management system will be used to manage the Rebanding Project
assets consisting of approximately 19,000 radios, towers, and other equipment. It is important to identify
all equipment and devices that are affected during the rebanding effort. If devices are not recorded in the
inventory stage, their replacement will be done at the City's expense. In addition to the City of Fort Worth,
the project affects 18 other governmental entities, quasi-public and private safety agencies.
The City Council approved the purchase of a network management product, GenWatch3 (GW3) (M&C P-
10460, September 26, 2006) as the City's network management product for the Public Safety and Local
Government Trunked Radio Systems. MCM is the documented sole source vendor because the Real
Time Asset and Equipment Inventory Management Software is proprietary and it is the only system that
will interFace with the GW3 network management product.
The cost elements for the asset management system are as follows:
Component
Software and License
Installation and Reimbursable Costs
1st Year Maintenance
Total
Estimated Cost
$20,747.00
$28,600.00
3 999.40
$53,346.40
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Logname: 13P07-0002 Page 1 of 2