HomeMy WebLinkAboutContract 52756 City Secretary Contract No. 5 U 5�
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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, a home-rule municipal corporation situated in portions of Tarrant,Denton, Johnson and
Wise Counties, Texas (the"City"or"Client"), acting by and through its duly authorized Assistant City
Manager, and Sigma Surveillance,Inc. DBA STS360,a Texas corporation at 4040 State Highway 121,
Suite 160,Carrollton,Texas 75010("Vendor"),and acting by and through John Hoffman, its duly au-
thorized Vice President of Sales.City and Vendor are each individually referred to herein as a"party"
and collectively referred to as the"parties."The term "Vendor"shall include the Vendor, its officers,
agents, employees,representatives,contractors or subcontractors. The term "City"shall include its offic-
ers, employees,agents,and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
2. Exhibit A—Statement of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Milestone Acceptance Form;
5. Exhibit D—Network Access Agreement; and
6. Exhibit E—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.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees,representatives, servants,contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with a Centralized Enterprise Video Management System and Access Control Platform.
Specifically, Vendor 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."Vendor shall perform the Services in accordance with standards in the industry for the same
or similar services. In addition,Vendor shall perform the Services in accordance with all applicable federal,
state, and local laws,rules,and regulations. If there is any conflict between this Agreement and Exhibit A,
the terms and conditions of this Agreement shall control.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Professional Services Agreement—Technology(Rev.6/19) Parge t bf38
City Secretary Contract No.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below("Effective Date")and shall expire no later than twelve months after 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 three (3) years at the City's option, each a"Renewal
Term."The City shall provide Vendor 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 Vendor an amount not to exceed two million, two
hundred and eighty three thousand, nine hundred and nine dollars and ten cents ($2,283,909.10) in
accordance with the provisions of this Agreement and Exhibit `B," P yment Schedule, which is attached
hereto and incorporated herein for all purposes. Vendor 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 Vendor not specified by this
Agreement unless the City first approves such expenses in writing.City agrees to pay all invoices of Vendor
within thirty(30)days of receipt of such invoice.Vendor may charge interest on late payments not to exceed
one percent(1%).
4. Termination.
4.1. Convenience. Either the City or Vendor may ttrrninate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time,the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
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 Vendor 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 ity of any kind whatsoever,except
as to the portions of the payments herein agreed upon for whic. funds have been appropriated.
4.4. Duties and Oblijzations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Ven dor for services actually rendered up
to the effective date of termination and Vendor shall continua. to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement.In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine-readable format or other format
deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
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5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor'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. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. Vendor 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.Vendor 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,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3)years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent documents, papers and records of the Vendor involving transactions relating only
to this Agreement at no additional cost to the City. This does not include internal financial data of
the Vendor. Vendor agrees that the City shall have access during normal working hours to all
necessary Vendor 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 Vendor not
less than 10 days written notice of any intended audits.
6.2. Vendor 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 related documents, papers and records of such subcontractor involving
transactions related to the subcontractor, 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 Vendor shall operate as
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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,
Vendor 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. Vendor acknowledges that the doctrine of respondent,superior shall not apply as between
the City, its officers,agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor 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.
8.1. LIABILITY. VENDOR 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 VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS,
SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION. VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL.PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, 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„
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark,service mark,
trade secret, or other intellectual property rights try the use of or supplying of any
Dclivcrable(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)
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hereunder.
8.3.3. Vendor agrees to indemnify,defend,settle,or pay,at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
Vendor 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 Vendor 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,Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor 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 Vendor'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, Vendor shall, at its own 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 Vendor,terminate
this Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without sending prior written notice (email notice is sufficient) to the City. The
assignee shall execute a written agreement with the City and the Vendor under which the assignee
agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and
assignee shall be jointly liable for all obligations under this Agreement prior to the assignment.All
subcontractors shall execute a written agreement with the Vendor referencing this Agreement under
which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under
this Agreement as such duties and obligations may apply.The Vendor shall provide the City with a
fully executed copy of any such subcontract.
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10. Insurance.
10.1. The Vendor shall carry the following insuran�e coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability.
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. 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.
10.1.1.3. Defense costs shall be;outside the limits of liability.
10.1.2. 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.
10.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors&Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence;$4 million aggregate or
10.1.5.2. 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 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.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
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10.1.5.3.5. 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 Vendor under this
Agreement;
10.1.5.3.6. 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 Vendor and may not exceed$50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements.
10.2.1. 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. 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.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
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10.2.6. Certificates of Insurance evidencing that the Vendor 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. Vendor agrees to comply with
all applicable federal, state and local laws,ordinances,rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Vendor'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 Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor 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: TO VENDOR:
City of Fort Worth Sigma Surveillance,Inc.DBA STS360
Attn:Assistant City Manager Attn: John Paul Hoffman
200 Texas Street 4040 State Highway 121, Suite 160,
Fort Worth,Texas 76102 Carrollton,Tex 75010
Facsimile:(817)392-6134 Facsimile: (86�223-8167
With Copy to the City Attorney at same address
14. Solicitation of Employees. Neither the City nor Velidor 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 persons 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 Vendor 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 Vendor'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
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this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. The City and Vendor 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.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference,contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein.Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such 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 parry's original signature is not delivered.
25. Warranty of Services. Vendor 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 Vendor's
option, Vendor 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 Vendor for the nonconforming
services.
26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit"C." If the City rejects the submission, it will notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to
correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be
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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 Vendor, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the
City's computer network in order to provide the services herein,Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
27.2. Federal Law Enforcement Database Access. f Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or iiy 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"), National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), 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 or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum.No changes,modifications,alterations,
or amendments shall be made to the Security Addendum. The; document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
28. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor shah provide City with copies of all I-9
forms and supporting eligibility documentation for each employe who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if
either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations,services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten(10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be;agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however,the parties shall share equally in
Professional Services Agreement—Technology(Rev.6/0) Page 10 o1738
City Secretary Contract No.
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000,this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. 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.
31.1.3. 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.
31.1.4. 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.
31.2. Reporting Requirement. If Vendor 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,Vendor 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 Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
Professional Services Agreement—Technology(Rev.6/19) Page 11 of38
City Secretary Contract No.
attached hereto as Exhibit "E" 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.
33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and
Section 8(Liability and Indemnification)shall survive termination of this Agreement.
(Signature page follows)
Professional Services Agreement—Technology(Rev.6/19) Page 12 of38
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY-
CITY OF FORT 0RTH CONTRACT COMPLIANCE MANAGER:
By signing 1 acknowledge that 1 am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: performance and reporting requirements.
Name: Kevin Gunn
Title: Acting Assistant City Manager
Date: e—lofLoi By: -A Au
Namc: cah M.Hu f
APPROVAL RECOMMENDED: Title: Sr.IT Solutions Manager
//'�J' APPROVED AS TO FORM AND LEGALITY:
By:
Name: Rogcr rig t
Title: Interim Director,IT Solutions
By: Z- Bl=
Namc::loh .Str
ATTEST: Title:Ass' tant City Attorn
/c
CONTRACT AUTHORIZATION:
M&C:19-0007
By: "�'° L Date Approved:8/6/2019
Name: a J. K s r ;�
Title:Cq Secretary �. +� �,`� Fon-n 1295 Certification No.: 2019-513581
VENDOR:
Sigma Surveillance,Inc. DBA STS360
By:
Name: n Paul Hoffman
Title: ice President of Sales
Date: 08-28-2019
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Professional Services Agreement—Technology(Rev.6/19) age o 8
City Secretary Contract No.
• Any card printers required
STS360 has provided all hardware, labor,programming, and accessories to implement proposed access
control and Video Surveillance Centralized system with the exclusion of any items specifically noted to
be provided by the City. All components of the system will be installed in a neat, professional manner by
certified technicians.
STS360 has provided a 1-year full hardware and labor onsite warranty for all STS360 supplied and in-
stalled components. STS360 warranties and guarantees all products,material, labor and work done for
City on this project.All new hardware and installation will be covered under the 1-year onsite warranty.
All warranty replacement, installation, integration, maintenance, and required testing will be provided at
no cost to the City within this 1-year period. After the STS360 Onsite 1-year warranty period expires,
only manufacturer hardware warranty will remain unless warranty renewed for additional contract peri-
ods. STS360 is offering a 24/7 toll free service support line, 2-hour engineer on phone response and 24
onsite response.Additionally, STS360 has offered additional complete onsite maintenance and service
package to support all existing access control, intrusion and video surveillance components city wide.
STS will provide(2)dedicated onsite technicians for the duration of the contract. All requests for service,
maintenance,troubleshooting and preventive maintenance will be handled by the dedicated technicians. If
any existing hardware is found to be faulty, STS360 will quote City based on DIR priced Hardware
schedule provided as part of this proposal. This cost to the City would be for replacement hardware only
as all installation and service labor is covered under the maintenance package.
Advantage and Key points of STS360 Panasonic, Video Insight and MonitorCast solution:
Video Insight VMS and MonitorCast Access Control Software
• Open architecture,non-proprietary system. Mercury panels work with all major access control read-
ers, locks and devices. City will never be locked in to one system or integrator. If City decides to
change integrators or software simply change software and keep all panels, devices, readers, locks
etc. and never lose that investment.
• Enterprise software is free—There is no cost for licenses when using any Panasonic brand cameras.
Full enterprise features with no recurring software upgrade fees for life. City can utilize any other
brand of camera also(including all the existing City Bosch cameras)however this would incur a li-
cense fee.
• Each camera comes with 1 Enterprise Video and 1 door licenses with unlimited software upgrades for
life. This represents a substantial software cost savings over the years as no additional software cost
to be budgeted each year.
• Easy,cost effective license structure. Unlimited Clients, Unlimited Users, Unlimited Card Holders,
unlimited servers with no additional software cost.
• Panasonic US is Houston based company—Video Insight is a local company,with headquarters in
Houston. What this means is the City has local presence for sales and engineers allowing for maxi-
mum onsite support and service from both STS360 and Video Insight/Panasonic. Houston based man-
ufacturer support—technical and training
• Comprehensive enterprise VMS designed for physical, mobile and virtualized environments
• Lower TCO—No Cost for license,more cameras per server, 70%reduced storage costs, and no recur-
ring fees make Video Insight the most cost-effective Enterprise solution in the market.
• No recurring license fees—This is worth mentioning again, no recurring costs for the life of the soft-
ware which allows for easy budgeting and no additional costs for the life of the system.
Professional Services Agreement—Technology—Exhibit A Page 15 of 38
City Secretary Contract No.
• Layered facility maps
• Unlimited user seats for web browser, client, mobile or video wall
• Full suite of analytics-traffic management, notification, mapping,and situational awareness
• Fail Over capabilities
• Health Monitoring
• VI7 Enterprise software allows integration with:
o Arbitrator Body worn
o Transportation System
o Existing camera architecture
o MonitorCast Access control
o Intrusion alarms from existing devices
o FacePro analytics
o LPR system
o Easy to add additional integrations
Panasonic cameras
• 5-year advance replacement warranty on all camera hardware
• Built-in analytics including Intruder detection, face recognition system, Loitering detection, direction
detection, cross line detection, scene change detection, object detection, intelligent video motion de-
tection
• Options include PTZ, fixed, multi-image,4K, 360 degree, mobile, body worn
• Extreme data security
• Extreme performance in any conditions
• Secure communication
• H.265 ready with smart coding reduces storage requirement over 70%
• Intelligent video motion detection
• Color night vision
Access Control and Intrusion Integration
For the access control system, the software will be Video Insight MonitorCast with seamless and
complete integration with the Video Management Software. This will be coupled with Mercury
based LP1502 Intelligent Controllers and MR52-S3 Reader Interface panels to replace all proprietary
access control modules City wide. STS will provide all required boards, inputs, enclosures and bat-
teries to support all existing 677 doors and 1949 intrusion points City Wide. STS will test each de-
vice prior to conversion for functionality. STS will move over all doors and point on to Mercury
panels,label and then test. Door and points will be brought on to new Video Insight system simulta-
neously with removing them from Bosch BIS system. STS will have multiple teams working on ac-
cess control system conversion at multiple buildings in order to expedite this conversion. Due to the
lack of system documentation and labeling, STS360 will have to spend time toning each device and
label before bringing on to new panel. STS360 will send a team at the start of project to go through
each building and test and document status of each door and device so that it will be seamless when
installation team comes behind to convert system. An engineer will always be onsite in order to
bring new doors and points on to the new software as soon as they are removed from the BIS system.
Professional Services Agreement—Technology—Exhibit A Page 16 of 38
City Secretary Contract No.
STS360 will provide centralized access control server and all required MonitorCast licenses to sup-
port system.No additional client licenses,card holder licenses, or any additional yearly software
maintenance required.
STS will re-use all existing electronic door hardware, readers, contacts, power supplies and intrusion
devices for existing doors. STS will re-use all existing composite cabling to each door for connection
of new panels. STS will remove all existing Bosch controllers and panels and replace with new Mer-
cury non-proprietary panels. STS will provide all required installation, termination, testing, labeling
required to convert all existing doors on to Mercury based controllers.
City will provide workstation and badge printers for MonitorCast photo ID module. STS will provide all
require permitting, installation and programming for a turnkey project.
Video Surveillance
All new Video Management software provided will be Video Insight Enterprise VMS.All Video Insight
software licenses come embedded with Panasonic cameras and no additional cost above cost of cameras
required for licensing. There are no recurring software costs for Video Insight and all software, Mainte-
nance and Updates are included through life of system at no additional cost.
City will be responsible for providing all monitors and workstations required for client viewing. City will
be responsible for providing all POE switch ports for each camera. STS will provide the Panasonic WV-
S2231 L 1080HD IR WDR Dome cameras to replace all interior analog cameras. STS will provide the
Panasonic WV-S2531LN 1080HD IR WDR Vandal Outdoor rated dome cameras to replace all exterior
analog camera locations. STS will provide all new CAT6 data cabling to each device. This includes all
required patch cords,jacks,patch panels, hooks,testing and cabling certification. STS will provide all re-
quired software and storage server to support new IP cameras installed. STS will provide all camera con-
figuration, focusing and programming required for turnkey installation.
For all existing IP cameras, STS will provide all required Video Insight software licenses and storage
servers. STS will utilize City existing rack space and UPS for new servers. STS360 has provided a total
of(9)Dell NVR-R-2-2-128TB servers to support all existing and replaced analog cameras. STS is provid-
ing 1 Petabyte of Storage for all cameras. All storage calculated using the following parameters plus addi-
tional for future growth and expansion:
Professional Services Agreement—Technology—Exhibit A Page 17 of 38
City Secretary Contract No.
Storage and Bandwidth Calculator
Video Surveillance Resources
Storage and Bandwidth Calculator
Oty Raoludon compression Data Rate(Kbps) FPS Motion% Days Bandwidth StangWGB)
(mbps)
S07 2M 1L'1O:1 1593 3S 1 40 60 8O6.64 190073.01 X
I 76S 2M + —s 15 ( -so 60 2428.88 572331.27 X
Add Raw
1272 Mbps 762AO TB
The bltrate of each resolution Is based on an average.ActuaSy resuhs may vary based on tho amount of motion and compYalry of the Image.
STS will work with City to determine best options for configurations of camera settings,maps,etc. STS
will provide all programming/setup,configuration and installation of all servers,cameras and software.
STS will work with City to set up client software on key end user systems. STS will supply comprehen-
sive closeout documentation to include detailed system documentation,as built,manuals, etc.
STS will provide all required training per the City specifications.
Intrusion Alarm Systems
STS360 has proposed integrating all existing alarm points into the new Mercury Panel Inputs in order to
report signals directly to the Marshalls office via the Monitorcast Software. STS will re-use all existing
motions,glass breaks,contacts,panic buttons,cabling and power supplies. STS will identify each existing
alarm point, label and re-terminate on to STS360 supplied Mercury MI216IN 16 Zone Input Monitor
Module.These Modules will communicate directly to the LP1,502 controllers and relay signals to the
MonitorCast software.Inputs have been included to accommodate all existing 1800+alarm points.No
monthly Central Station monitoring provided or required.
MonitorCast System will Database entries for intrusion alarm events. A graphical map of symbols will be
provided to show devices. Intrusion devices or zones will be tied to cameras view.Alarm pop-ups and
event will alert in priority sequence with instructions included in City designed message to operator on
how to deal with event.
STS360 will work directly with the City to determine how City would like to receive and classify signals
at each site. STS360 will provide all required boards,terminations,programming and configuration to
bring existing alarm system on to Centralized VMS/Access Control Software. STS360 will provide new
backup batteries for each enclosure to ensure operation in event of power loss.
STS will provide all required training per the City specifications.
Professional Services Agreement—Technology—Exhibit A Page 18 of 38
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Assumptions and Exceptions
• Assumes all AC Power in each MDF(Multi Device Function)/IDF(Individual Device Function)pro-
vided by City
• Assumes all POE(Power over Ethernet)switch ports required for{yew cameras provided by City
• Assumes network ports for all Intelligent controllers provided by City
• Assumes all Rack space and UPS (Universal Power Supply)provided by City
• Assumes use of existing Network(WAN/LAN)
• Assumes City will provide any required workstations,monitors, or smart devices for client viewing
• Assumes use of all existing electronic door hardware, readers, contacts, REX (Request For Exit), ca-
bling and power supplies for existing doors
• Will utilize all existing card credentials and card printers
• Does not include replacing PLC(Programmable Logic Controller;, systems or supporting software in-
tegration with existing jail door controls
• Assumes use of all existing intrusion devices to include motions, contacts,panic buttons,glass breaks
and power supplies
• All existing hardware found to be faulty when servicing will be quoted via provided hardware schedule
• All service and labor covered under proposed maintenance contract
• Proposal only includes products and services specifically listed in 13OM(Build Of Material)and SOW
(Statement Of Work)
Professional Services Agreement—Technology—Exhibit A Page 20 of 38
City Secretary Contract No.
MAINTENANCE OF EXISTING EQUIPMENT
According to the inventory provided in RFO 19-0020,the City of Fort Worth has around 1,272 cameras
divided between 507 analog cameras and 765 IP Cameras deployed. Additionally,there are an estimated
existing 577 readers distributed across the City of Fort Worth and 222 panels managing these doors.
To follow is a summary of the services and warranties included as part of this Project. There are three
sections summarizing each type of warranty. These warranties include STS360 onsite warranty, Manufac-
turer hardware warranty and software warranties.
1. STS360 COMPREHENSIVE ONSITE WARRANTY.
STS360 has proposed a comprehensive 4 hours onsite response maintenance service contract for all hard-
ware,software,materials,and workmanship installed as part of this project scope of work.There are options
included for years 1 and additional years can be added as needed at any time prior to expiration.The STS360
service department is staffed 24x7x365 for all calls to our dedicated toll-free number for City of Fort Worth.
STS360 as part of this project will be providing minimum 2 on-call and onsite full-time dedicated techni-
cians for City of Fort Worth service for timely response to service calls for both new and existing equip-
ment. Two field service technicians that will be dedicated to servicing this location will be situated in Fort
Worth, TX with backup technicians across DFW allocated to augment any increase in service tickets to
meet the requirements. Field Technicians will be responsible for all break/fix support, system training up-
dates and bi-yearly preventative maintenance visits. Our warranty contracts are stored in our Salesforce
CRM after the completion of the project, upon invoice, the warranty commences. The service tickets or
"cases" are opened under the contract so all transactions by site / by contract are easily found in a single
location. They are also connected to the project phase and overall project so any research that may need to
be done is easily conducted and information found instantaneously. All system drawings, documentation,
test results and other related information is also associated with the contract and if any equipment is replaced
the system documentation is revised. We never remove the old information, we note when it was replaced
and what its replacement was, so there is tracking of all actions under this warranty contract. No data is
ever lost, and all data is always available. We can also offer access through a Salesforce login to your
service cases if you are interested in that service. We are happy to provide it free of charge.
We will also be keeping spare stock locally of 5%of installed cameras and hardware. Spare hard drives&
power supplies will be kept in stock locally for servers and storage, as well. With Video Insight's 5-year
warranty the parts for any other component of the storage or servers will be replaced by next business day.
STS360 will send weekly reports on all service tickets that are currently open and closed within the last
week.
To follow is a sample warranty contract stating term and response agreement. This document is simply a
sample and STS360 is amendable to discuss any changes or sign alternate warranty contract options.
However,this document does outline the warranty service terms STS360 is proposing.
The warranty and maintenance security contract proposed by STS360 is for a period of up to (5) years
following the date of final acceptance. Options given for years 1 through 5. The warranty terms and condi-
tions are set forth in our standard service contract as follows:
SAMPLE:Hardware,Software and Labor Comprehensive Onsite Service Warranty&Maintenance
Contract
2. DESCRIPTION OF SERVICES. Beginning on September 30,2019,STS360 will provide to COFW
the following services at the Service Location named above, (collectively, the "Services"):
a) HARDWARE& MATERIALS.All hardware,material and wiring,unless named in the excep-
tions and within the terms of Attachment B, is included as part of this service contract. This
Professional Services Agreement—Technology—Exhibit A Page 21 of 38
City Secretary Contract No.
includes all labor,rentals and other miscellaneous costs to b°-ing the equipment to working order
installed in the original project,including cameras,servers,hardware,and other STS360 supplied
software and hardware.All existing hardware service and labor covered.Existing hardware will
be purchased as needed via provided hardware schedule.All new hardware installed will be cov-
ered 100%by STS360 during contract period.
b) WORKMANSHIP.A limited lifetime workmanship warranty is inclusive of this agreement per
the terms in Section B of this contract.
c) MAINTENANCE. Quarterly Optimization Services, system diagnostics, and maintaining the
system"as new."Updating camera drivers,patches and release updates,including all labor.
d) SERVICE DEPARTMENT. 24x7x365 Technical Support Group (TSG) is available for trou-
bleshooting and work order creation per the terms and process set forth in Section A of this con-
tract. Immediate response to trouble calls by a live operator is available 24x7x365 by following
terms/instructions located in Attachment A.
1. LEVEL 1 SUPPORT.
i. A toll-free number to reach a live Technical Service Representative 24x7x365.
ii. A return call from on-call Systems Engineer/Technician within two(2)hours.
iii. Spare inventory for key components
iv. Work Order Created and emailed to COFW,xhen created,cancelled,put on hold
and closed.
2. LEVEL 2 SUPPORT.
i. Additional Troubleshooting is needed, technician is dispatched onsite within
four(4)hours(or sooner if not already onsite as STS360 has allocated 2 full time
Fort Worth technicians)
ii. Optimization,Maintenance and Quality Checks performed when techs are onsite
iii. **If product replacement if available. Product availability constraints may cause
non-Contractor fault delays.
3. LEVEL 3 SUPPORT.
i. Problem is understood and diagnosed, equipment/materials needed to repair/
resolve the issue on hand,technician is dispatched onsite within 24 hours* from
level 2 dispatch
ii. Based on product availability for un-stocked equipment in spare inventory
iii. Optimization,Maintenance and Quality Checks performed when techs are onsite
3. ACCESS TO DATA AND COMPUTER. On request,the COFW agrees to provide Contractor with
printouts of the Software or of data in storage that exhibits evidenc 2 of a programming error.Recipient
further agrees to provide Contractor with access to COFW computer and sufficient computer time to
enable Contractor to duplicate the problem, determine that it results from the Software,and,after cor-
rective action or replacement has taken place,determined that the problem has been alleviated.
Professional Services Agreement—Technology—Exhibit A Page 22 of38
City Secretary Contract No.
4. MODIFICATIONS EXCLUDED. Contractor shall not be obligated to provide support services pur-
suant to this Contract with respect to any modifications of the Software,configurations of the systems,
new applications, operating systems, and other adjustments made for any reason during the service
contract by COFW or to any computer program incorporating all or any part of the Software.
5. PAYMENT OF NON-COVERED SERVICES. In consideration of the services to be performed by
STS360, COFW agrees to compensate the STS360 for the services rendered as follows:
a) STS360's fees for any non-covered services will be charged at a rate of$95.00 per hour
6. COSTS AND EXPENSES. If terms in this contract for warranty /maintenance and services are de-
termined to not be met by COFW, when technician is on site, all work on the service will be put on
hold until a purchase order is issued for the work needed to be performed to correct the issue.
7. CONFIDENTIALITY. STS360, and its employees, agents, or representatives will not at any time or in
any manner, either directly or indirectly, use for the personal benefit of STS360, or divulge, disclose,
or communicate in any manner, any information that is proprietary to COFW. STS360 and its employ-
ees, agents, and representatives will protect such information and treat it as strictly confidential. This
provision will continue to be effective after the termination of this Contract.
8. GENERAL WARRANTY. STS360 shall provide its services and meet its obligations under this Contract
in a timely and workmanlike manner, using knowledge and recommendations for performing the ser-
vices which meet generally acceptable standards in STS360's community and region, and will provide
a standard of care equal to, or superior to, care used by Contractors similar to STS360 on similar pro-
jects. Contractor shall not be liable for any delay in performance directly or indirectly resulting from
acts of COFW, its agents, employees, or subcontractors.
Placing a Work Order Request
City of Fort Worth Toll Free Number: (866)506-7446
Our Technical Support Group(TSG)is there for you 24x7x365 and is just a phone call away.A live person
will answer immediately,do some basic troubleshooting,and generate a work order while the COFW is on
the phone with TSG representative. If they are unable to assist you to a successful fix of the issue, they
will immediately reassign the work order to, and contact the appropriate Level 2 support personnel who
will be in contact within 2 hours or less to help resolve the issue, direct you to submit an RMA, and/ or
dispatch an on-site technician. We request the party submitting the work order have the following infor-
mation ready when calling the TSG, because the more information provided the better we can assist in
resolving the issue more expeditiously.
• Customer/Site Name
• Your Contact Information and Title
• Customer Purchase Order Number
• Sales Invoice/Work Order/Or Purchase Order Number
• Pertinent Information relating to your service request
• Device IP Number/Camera Number
• Device Location
• Description of issue/concern
Professional Services Agreement—Technology—Exhibit A Page 23 of 38
City Secretary Contract No.
Attachment B—Warranty Exceptions,Exclusions,Limitations Tel and Conditions
1. This is a warranty and not an insurance policy. This warranty does not take the place of the COFW
general liability insurance.
2. All warranties exclude remedy for damage or defect caused by abuse,tampering,vandalism,improper
or insufficient maintenance,improper operation.
3. COFW is responsible for any damage to any improvement, fixt are or property not constructed, in-
stalled or provided by STS360 that may cause the need for repair to the STS360 installed equipment,
materials,hardware,etc....(e.g.—damaged ceiling is leaking onto network equipment,STS360 should
not be liable to fix the ceiling leak as well as the STS360 equipm mt).
4. COFW will be required prior to repair of unwarranted issue to hod STS360 free of any liability from
the cause of the original problem
5. Warranty does not include drainage deficiencies at the COFW location/location of equipment/ma-
terial(e.g.—drainage is damaged on facility and run-off of rainwater overwhelms drainage and there-
fore begins draining directly on our equipment where there'd been no point of drainage prior during
project installation).
6. Warranty does not include any landscaping issues that cause loss of effectiveness of security after
project acceptance (e.g.—COFW decides to forego cutting back trees or plants new trees or bushes
that grow in front of camera placements,diminishing intended Field of View)
7. Warranty does not include any defects or deficiency caused by materials,design,construction,or work
supplied by other than the original Contractor
8. Warranty does not include changes, alterations or additions made to the installation by anyone other
than those performed under obligations of this warranty;
9. Warranty does not include deficiency or defects caused or made worse by COFW's,employees or any
other party than the Contractor or subcontractor
10. Warranty does not cover any deficiencies or defects in workmanship,materials or structural portions
normally covered by another warranty or insurance policy whether or not paid by such warranty or
insurance policy(e.g.— COFW employee repairs something in the spline,and because of poor work-
manship causes pipes to burst damaging significant portions of our system and the facility/structure
and COFW's insurance doesn't cover it, STS360 should not be liable for the cost to cover damaged
equipment caused by workmanship or structural problems on the nits)
11. Warranty does not cover deficiency or defects resulting from accidents, riot, civil commotion, terror
attacks,war,or Acts of God; including but not limited to fire, explosion,smoke,water escape, wind-
storm, mudslide, erosion, hail, lightning, hurricanes,tsunamis, falling trees, aircraft, vehicles, flood,
earthquakes,sink holes,underground springs,volcanic eruptions,saturated soils or change in the level
of the under-ground water table.
12. Warranty does not cover any contamination caused or created by natural or man-made chemicals,
compounds, or substances used by the COFW or breakdown or adverse effects of chemicals, com-
pounds,or substances used.
13. Warranty does not cover pest damage including but not limited to termites,rodents, cockroaches and
ants
14. Warranty does not cover any damage caused by water intrusion,including but not limited to roof leaks,
window sealants,plumbing
15. Warranty does not cover heat damage,damage caused from dust I)uild up,dampness or condensation
due to COFW's failure to maintain adequate ventilation.
16. Warranty does not cover any loss, damages, or other condition w Mich is not a deficiency or defect of
construction;
Professional Services Agreement—Technology—Exhibit A Page 24 of 38
City Secretary Contract No.
17. Warranty does not cover consequential damage:Any property damage or bodily injury which follows
as a result of structural damage, or other defects covered under this warranty including defects in
workmanship (e.g.—something occurs in relation to structural or poor workmanship from COFW or
other contractor, causing our equipment to malfunction and cause bodily or property damage, such as
a camera coming lose and falling on a person or property.)
18. Warranty does not cover any loss or physically inflicted damage,which is not a construction deficiency
or defect, including but not limited to chips, scratches, and dents in materials, fixtures, appliances, or
other types of equipment
19. Warranty does not cover failure by COFW to give notice to the Contractor regarding deficiencies or
defects within a reasonable time or as specified in the COFW warranty contract;
20. Warranty does not cover negligence and/or improper maintenance, or improper operation of items
warranted under this warranty
21. Warranty does not cover failure of COFW or any COFW representative to comply with the warranty
requirements of manufacturers of hardware, software, equipment,materials, or fixtures
22. Warranty does not cover any loss or damage which COFW(s)have not taken reasonable timely actions
to minimize;
23. Warranty does not cover any dispute received by Contractor later than 30 days after the applicable
Warranty Expiration Date for claimed items of deficiency or defect;
24. Warranty does not cover any alleged deficiency or defect for which there is no evidence of deficiency
or defects at the time of the claims investigation; or which has been repaired prior to a claim
25. Warranty does not cover any condition which does not result in actual physical damage to the war-
ranted equipment,materials, hardware, software, materials or fixtures.
26. Billable costs may occur if STS360 Technicians are denied entry to facility by COFW Representatives
and/or when appointments are not cancelled within 24 hours of arrival. Should it be no fault of the
COFW (act of God, serious incident/crime, or other unforeseen circumstance) STS360 will excuse
the charge but requests to be contacted as soon as possible to cancel the appointment?
27. Limited Lifetime Workmanship warranties or lifetime equipment warranties are voided when equip-
ment,material,hardware,software,fixtures,etc.are(not limited to)sold,donated,gifted,bequeathed,
not used in original purpose, or not being used by the original COFW.
9. SOFTWARE UPGRADE MAINTENANCE WARRANTY.
There are two major software that are included as part of this project. Video Insight Enterprise video man-
agement software comes with unlimited software upgrade and support for life of the system eliminating the
need for any recurring cost. Additionally, all camera licenses and door licenses come embedded with the
Panasonic cameras allowing the City to eliminate any cost for video management license and budget ac-
cording to cameras counts only as you expand and not worry about software costs. The second software is
MonitorCast Enterprise Access Control which while is a separate software, is fully integrated with Video
Insight Enterprise VMS. While some Panasonic Analytics may be purchased separately as add-ons to the
package, each Panasonic Camera comes with a Camera and Door license providing the City of Fort Worth
with a nearly cost-free software for Video and Access Control based on the number of cameras and doors
being provided with this proposal.
10. MANUFACTURER HARDWARE WARRANTY.
All products proposed include manufacturer warranty. These warranties are owned by City of Fort Worth
and will be active regardless if a current maintenance contract with STS360 is in place. If there is not
maintenance contract in place with STS360 however, customer will be responsible for working directly
Professional Services Agreement—Technology—Exhibit A Page 25 of 38
City Secretary Contract No.
with the manufacturer for any repair/replacements required on the hardware. To follow is a breakdown of
manufacturer warranty for each major hardware component:
Panasonic Cameras. All Panasonic cameras come with 5-year advanced replacement Manufacturer War-
ranty
Video Insight. All Video Insight Enterprise Software Licenses come with Unlimited Software Upgrade
for Life of System
Mercury Panels. Manufacturer Warranty of 1-Year
Dell Servers. 3 Year Hardware Warranty included with options to adc up to 5
Professional Services Agreement—Technology—Exhibit A Page 26 of 38
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
BILLING PHASE-COMPLETION PERCENTAGE
MILESTONE INITIAL 30% 60% 90% 100% TOTAL
Phase 1
1.Access Control Hardware,Cable and Ac- $450,897.12 $0.00 $0.00 $0.00 $0.00 $450,897.12
cessories
2.Access Control Installation,Programming $0.00 $209,940.00 $209,940.00 $209,940.00 $69,980.00 $699,800.00
and Management
Phase I Total Payment $450,897.12 $209,940.00 $209,940.00 $209,940.00 $69,980.00 $1,150,697.12
Phase 2
3.Video Surveillance Hardware,Cable and $404,331.06 $0.00 $0.00 $0.00 $0.00 $404,331.06
Accessories
4.Video Surveillance Software $10,664.68 $10,664.68 $10,664.68 $3,554.88 $0.00 $35,548.92
5.Video Surveillance Installation,Program- $0.00 $99,099.60 $99,099.60 $99,099.60 $33,033.20 $330,332.00
ming and Management
Phase 2 Total Payment $404,331.06 $109,764.28 $114,030.15 $108,057.93 $34,028.57 $770,211.98
6.Warranty for New Hardware and Service $0.00 $45,900.00 $45,900.00 $45,900.00 $15,300.00 $153,000.00
Maintenance
Q1 Q2 Q3 Q4 TOTAL
7.Service and Maintenance of Existing Ac- $52,500 $52,500 $52,500 $52,500 $210,000.00
cess,Video and Alarm Systems
Note:Phase I and Phase 2 Initial(column name)payment will be paid in the beginning of the phase,
with the Maintenance payments paid at the beginning of each quarter(QI-Q4). Warranty amount will
be paid along with Phase 2 payments.
Milestone Reference in Exhibit C
1. Access Control Hardware,Cable and Accessories
A. Billed in Initial Phase to accommodate product manufacture lead times
2. Access Control Installation,Programming and Management
A. Progress Billed at 30%,60%,90%and Final 10%Completion Percentages
3. Video Surveillance Hardware,Cable and Accessories
A. Billed in Initial Phase to accommodate product manufacture lead times
4. Video Surveillance Software
A. Progress Billed at 30%,60%,90%and Final 10%Completion Percentages
5. Video Surveillance Installation,Programming and Management
A. Progress Billed at 30%,60%,90%and Final 10%Completion Percentages
6. Warranty for New Hardware and Service
A. Progress Billed at 30%,60%, 90%and Final 10%Completion Percentages
7. Service and Maintenance of Existing Access,Video and Alarm Systems
A. Billed at the beginning of each Quarter 1,2,3 and 4
Professional Services Agreement—Technology—Exhibit B Page 27 of 38
F
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM',
i
Services Delivered: Security and Surveillance System
Milestone/Deliverable Ref.#: l
Milestone/Deliverable Name: Access Control Hardware,Cable and Accessories
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date: 30 Days ARO
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Billed in Initial Phase to accommodate product manufacture lead times
Approved by Vendor- Approved by City Department Director:
Signature: Signature:
Printed Name: n Paul Hoffman Printed Name:
Title: ice P• dent of Sales Title:
Date: Zi j J Date:
FoiLbirector Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement—Technology—Exhibit C Pap 28 of 38
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered: Security and Surveillance System
Milestone/Deliverable Ref.#: 2
Milestone/Deliverable Name: Access Control Installation,Programming and Management
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date: 200 Days ARID
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Progress Billed at 30%.60%,90%and Final 10%Completion Percentages
4
i
Approved bZVVeJndo--- Approved by City Department Director:
Signature: Signature:
Printed Namaul Hoffman Printed Name: e v
Title: V' a Pr sident of Sales Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement—Technology—Exhibit C Page 29 of 38
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered: Security and Surveillance System
Milestone/Deliverable Ref.#: 3
Milestone/Deliverable Name: Video Surveillance Hardware,Cable and Accessories
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date: 30 Days ARO
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Billed in Initial Phase to accommodate product manufacture lead times
Approved by Vendor: Approved by City Department Director:
Signature: ZIASignature:
Printed Name: ohn Paul Hoffman Printed Name: 4�
Title: Vice President of Sales Title:
Date: 24—t� Date: `J ZK
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement—Technology—Exhibit C Page 30 of 38
I
i
City Secretary Contract No. I
i
t
I
EXHIBIT C
E
MILESTONE ACCEPTANCE FORM
Services Delivered: Security and Surveillance System
Milestone/Deliverable Ref.#: 4
Milestone/Deliverable Name: Video Surveillance Software
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date: 30 Days ARO
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Progress Billed at 30%,60%,90%and Final 10%Completion Percentages
Approved by Vendor: Approved by City Department Director:
Signature: Signature:
Printed Name: n Paul Hoffman Printed Name:
Title: Vice President of Sales Title: „ i %-J
Date: �., LY , k Date: / r�
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement—Technology—Exhibit C — Page 31 of 38
i
t
City Secretary Contract No. 1
i
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered: Security and Surveillance System
Milestone/Deliverable Ref, #: 5
Milestone/ Deliverable Name: Video Surveillance Installation, Prograttiming and Management
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date: 150 Days ARO
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Progress Billed at 30%,60%,90%and Final 10%Completion Pereentagt's
Approved by Vendor: Approved by City Department Director:
7—
4L
Signature: Signature:
Printed Name: Aohn Paul Hoffman Printed Name:
Title: Vice President of Sales Title: LIM
Date: �-Z�_ICI Date: L
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement—Technology—Pxhibit C Page 32 of 38
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered: Security and Surveillance System
Milestone/Deliverable Ref.#: 6
Milestone/ Deliverable Name: Warranty for New Hardware and Service
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date: Ongoing Deliverable
Milestone/Deliverable Actual Completion Date:
Approval Date:
s
Comments(if needed):
Progress Billed at 30%,60%,90%and Final 10%Completion Percentages
r
a
9
Approved by Vendor: Approved by City Department Director:
A
i
Signature: Signature:
Printed Name: hn Paul Hoffman Printed Name: 41
Title: Vice President of Sales Title:
Date: Date: t
jE
1
i
i
For Director Use Only
a
I
Contracted Payment Amount:
P
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement—Technology—Exhibit C Page 33 of 38
F
4
gl
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM[
Services Delivered: Security and Surveillance System
Milestone/Deliverable Ref.#: 7
Milestone/Deliverable Name: Service and Maintenance of Existing AWess,Video and Alarm Systems
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date: Ongoing Deliverable
Milestone/Deliverable Actual Completion Date:
{
Approval Date:
Comments(if needed):
Billed at the beginning of each Quarter I,2,3 and 4
Approved by Vendor: Approved by City Department Director:
Signature: Signature:
Printed Name: m Paul Hoffman Printed Name:
Title: Vice President of Sales Title:
Date: �'.-ZY 5 Date: �� y�/ �►
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement—Technology—Exhibit C Page 34 of 38
City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide description
of services. In order to provide the necessary support, Vendor needs access to description of specific
Network systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc.
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of 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 Vendor 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.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. 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;and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor 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, Vendor 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. Vendor 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
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Professional Services Agreement—Technology—Exhibit D Page 35 of 38
City Secretary Contract No.
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 Vendor Personnel. For purposes of this section,Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be
responsible for specifically notifying all Vendor 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:
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting
personally-owned computer equipment to the City's Network;
5.1.3. 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;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. 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;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City;and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor 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,Vendor 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. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of th.-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.
(signature page follows)
Professional Services Agreement—Technology—Exhibit D Page 36 of 38
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: VENDOR NAME: STS360
By: _..... By:
Gunn, Kevin B. :John Paul Hoffman
Acting Assistant City Manager Title: Vice President of Sales
Date: //G�� /�% Date:
APPROVED AS TO FORM
AND LEGALITY:
Y
9i
By. A)
Jo B. Strong I
As Istant City Atto ey
i
ATTEST:
By:
Mary J. Ka
City Secreta
Professional Services Agreement—Technology—Exhibit D Page 37 of 38
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Sigma Surveillance, Inc.DBA STS360
4040 State Highway 12I,Suite 160
Carrollton,TX 75010
Security and Surveillance Systems Services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement,amendment or
change order on behalf of Vendor. 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 Vendor.Vendor 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 Vendor.
1. Name: John Paul Hoffman
Position: Vice President of Sales
Signat e
2. Name: Amy Hill-Gibson
Positi Vice President of Operations
Signa
3. Name: John Skuse
Position: Program Director
Sign re
Name: ^bby Khullar
e'4�1
Sign re of President/CEO
Other Title:
Date: 8-2-jr-.Zoe
Professional Services Agreement—Technology—Exhibit E Page 38 of 38
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/06/19 M&C FILE NUMBER: M&C 19-0007
LOG NAME: 13PSECURITY AND SURVEILLANCE SYSYEM
SUBJECT
Authorize Non-Exclusive Purchase Agreements with Five Vendors for New and Replacement
Physical Security Equipment, Software and Support for the Information Technology Solutions
Department, Using Cooperative Contracts for a First Year Cost of$3,502,042 with Four Annual
Options to Renew in an Amount Not to Exceed $1,549,489 for a Total Authorization of
$9,699,998.00 (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize non-exclusive Purchase Agreements with Sigma
Surveillance, Inc. dba STS360, Datavox, Inc., Ener-Tel Services I, LLC, Aegis Control and Security
Integration, L.P. dba Knight Security Systems, LLC, Convergint Technologies LLC. This agree will
cover new and replacement surveillance, access, intrusion, hardware, technology, maintenance and
support services, software and other related equipment services from the specified vendors. City
departments will utilize this agreement for the installation and replacement of Security equipment in
City-owned or leased facilities using cooperative contracts. The first-year includes a cost of
$1,952,553 for the initial replacement of outdated equipment, software and maintenance for new
construction and new implementation at existing locations. The initial term of the agreement is one-
year with four options to renew in an amount not to exceed $1,549,489 each year for a total
authorization of$9,699,998.00. The Vendors and associated cooperative contracts are as follows:
VENDOR CONTRACT INFORMATION CONTRACT
END DATE
Sigma Surveillance, Inc BuyBoard No.574-18-Fire and Security Systems and November 30,
dba STS360 Monitoring Services 2021
DIR-TSO-3459 Security Surveillance Products and June 16, 2020
Related Services
DIR-TSO-3737 Security Surveillance Products and
Datavox, Inc Related Services December 28,
2020
TIPS Contract No. 170306 Technology Solutions,
Products and Services May 26, 2020
DIR-TSO-3687 Security Surveillance Products and
Ener-Tel Services, LLC Related Services December 21,
2020
Aegis Control and DIR-TSO-3430 Security Surveillance Products and
Security Integration, L.P. Related Services April 29, 2020
dba Knight Security
Systems, LLC
GSA-07F-0191 W Total Solutions for Law Enforcement, January 31,
Security, Facilities Management, Fire, Rescue, 2020
Clothing, Marine Craft and Emergency/Disaster
Response
DIR-TSO-3537 Security Surveillance Products and August 2,
Convergint Technologies Related Services 2020
LLC
IOMNIA Contract-R170502 Security Systems Services June 30, 2020
DISCUSSION:
The City began working with Sentinel in 1989 to install intrusion alarms. In 2012, the city accepted
Sentinel as a sole source provider for Bosch hardware and software services for the North Texas
area after receiving a letter from Bosch stating their position. The current contract expires on
September 30, 2019.
The City of Fort Worth has approximately 215 buildings with controlled access and/or video
surveillance. These locations utilize software and hardware that is outdated and will need to be
upgraded to enhance protection of our citizens and employees. Additional locations have been
identified as needing to improve existing security measures including libraries, fire stations, and
community centers. New construction sites will also require enhanced security.
The City advertised and solicited proposals from potential vendors to elicit a formal response for
security solutions through the Request for Proposal (RFP) RFP-18-0429. Only one vendor
responded and the proposal was rejected (M & C P-12283). The City requested the submission of
offers, in response to specification within the scope of service, through the Request for Offers
(RFO) process. The City received five (5) proposals from industry vendors who participate in
approved cooperative agreements to ensure continued competitive pricing and best value for the
City. ITS will use the purchase agreements to migrate the existing security software to an
enterprise based solution, replace the existing control panels with com•nodity panels, replace
analog cameras with IP cameras, and centralize the video service which will eliminate the need for
localized DVR records.
Members of Property Management and the Marshals from Municipal Courts will serve as a review
committee for all security requests. The review committee will consider all requests for
replacement equipment and new installations from the departments to ensure physical security
standards and facility perspectives are maintained to standards.
PRICE ANALYSIS -The Interlocal Purchasing System (TIPS) , Texas Department of Information
Resources (DIR), The Texas Association of School Boards(TASB) , OMNIA Partners and U.S.
General Services Administration(GSA) contracts offer fixed discounts. Staff reviewed the pricing
and found pricing to be fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item
under a Cooperative Purchasing Agreement satisfies any state law requiring that the local
government seek competitive bids for purchase of the item. The TIPS, DIR, TASB, GSA, and
OMNIA Partners contracts were competitively bid to increase and simplify the purchasing power of
government entities across the State of Texas.
M/WBE OFFICE -A MBE/SBE goal is not assigned when purchasing from an approved
purchasing cooperative or public entity.
SUCCESSOR CONTRACTS -To facilitate planning and budgeting, Staff would prefer to have
annual Agreements that align with the Fiscal Year. However, the TIPS, DIR, GSA ,TASB and OMNIA
Partners Agreements are out of alignment with the City's Fiscal Year and the current terms will
expire on the dates included above. In order for these Agreements to align with the City's Fiscal
Year, adoption of this Mayor and Council Communication (M&C) technically authorizes (i) a series
of Purchase Agreements, each of which will align to a term of the DIR, TIPS, TASB , GSA and
OMNIA Partners Agreement to ensure legal authority exists for the contract, and (ii) an annual
spend amount, future years of which would be subject to City Council appropriation. In the event that
a Cooperative Agreement is not renewed, Staff would cease purchasing at the end of the last
Purchase Agreement coinciding with the valid Cooperative Agreements. If the City Council were to
not appropriate funds for a future year, Staff would stop making purchases when the last
appropriation expires, regardless of whether the then-current Purchase Agreement has expired.
The City will initially use TIPS Contract No. 170306, DIR Contract No. DIR-TSO 3459,3737, 3687,
3430, 3467, 3537, OMNIA Partners Contract No.R170502 and GSA Contract GS-07F-0191 W to
make purchases authorized by this M&C. As noted, TIPS Contract No. 170306 expires on May 26,
2020, OMNIA Partners Contract No R170502 expires June 30, 2020, DIR Contract DIR-TSO-3459
expires June 16, 2020, 3737 expires December 28, 2020, 3687 expires December 21,
2020, 3430 expires April 29, 2020, 3467 expires in August 15,2020, 3537 expires August 2, 2020,
GSA Contract GS-07F-0251 N expires January 31, 2023 and GS-07F-01 91W expires January 31,
2020. If TIPS,DIR, TASB, GSA and OMNIA Partners Contracts are extended, this M&C authorizes
the City to purchase similar equipment and supplies under the extended contracts. If TIPS, TASB,
DIR, GSA and OMNIA Partners Contracts are not extended, but TIPS,TASB, DIR, GSA and OMNIA
Partners execute new cooperative contracts with Sigma Surveillance, Inc. dba STS360, Datavox,
Inc., Ener-Tel Services, LLC, Aegis Control and Security Integration, L.P. dba Knight Security
Systems, LLC, Convergint Technologies LLC and with substantially similar terms as TIPS Contract
No. 170306, DIR Contract No. DIR-TSO 3459,3737, 3687, 3430, 3467, 3537, OMNIA Partners
Contract No.R170502 and GSA Contract GS-07F-0191 W, this M&C authorizes the City to
purchase the equipment and supplies under the new contracts.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made
by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and
does not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM - Upon City Council's approval, these Agreements will commence upon
execution by both parties and continue, in accordance with the terms and conditions of respective
cooperative contracts or applicable successive contracts for the same services
RENEWAL OPTIONS -This Agreement may be renewed for in accordance with the Cooperative
Contracts or applicable successive Cooperative contracts for the same services according to the
cooperative agreement at the City's option. This action does not require specific City Council `
approval provided that the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
First Year Initial Outlay $1,952,553.00
New implementation, new construction and $1,549,489.00
maintenance
Year 1 Renewal New implementation, new construction and $1,549,489.00
maintenance
Year 2 New implementation, new construction and $1,549,489.00
Renewal maintenance
Year 3 New implementation, new construction and $1,549,489.00
Renewal maintenance
Year 4 Renewal New implementation, new construction and $1,549,489.00
maintenance
Not to Exceed $9,699,998.00
FISCAL INFORMATION /CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital and operating
budget, as appropriated, and that prior to an expenditure being made, the Information Technology
Solutions Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Kevin Gunn 2015
Originating Business Unit Head: Roger Wright 2230
Additional Information Contact: Roger Wright 2230