HomeMy WebLinkAboutContract 40264PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made Cl" entered into by
and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its
duly authorized Assistant City Manager, and Buford Goff & Associates, Inc., a South Carolina
Corporation and acting by and through M. Jack Duncan, Jr., its duly authorized Director and Vice
President,
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A — Statement of Work, and any additional agreed upon Statements of Work
thereafter
3. Exhibit B — Payment Schedule
4. Exhibit C — Milestone Acceptance Form
5. Exhibit D — Network Access Agreement
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.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of developing a Radio System Master Plan for the City of Fort Worth a Regional Master Plan.
This includes development of the technical architecture to support the plans and to negotiate actual
costs for a radio system replacement and any ongoing maintenance. Attached hereto and incorporated
for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically
describing the services to be provided hereunder.
This Agreement shall commence upon May 25, 2010 ("Effective Date") and shall expire one year
from the effective date, unless terminated earlier in accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $511,600.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
4. TERMINATION,
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by
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Buford Goff and Associates, Inc.
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Sri=iC��� RECo
CITY SECRETARY ,
FT WORTH, TX
providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period
for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written approval
of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of the consultant involving transactions relating to this Contract at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
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It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and work performed under this agreement, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and provisions
of this Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further
agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between
City and Consultant. It is further understood that the City shall in no way be considered a Co -employer or
a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of
Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of
Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,
agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,
PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
B. CONSULTANT 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 CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS)
ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
C. Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action
against the City for infringement of any patent, copyright, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
agreement. Consultant 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,
and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written
notice of any such claim or action, with copies of all papers City may receive relating thereto. If the
software and/or documentation 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, Consultant shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification does
not materially adversely affect City's authorized use of the software and/or documentation; or (c)
replace the software and/or documentation with equally suitable, compatible, and functionally
equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if
none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement
and refund to City the payments actually made to Consultant under this agreement.
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9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the
effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall
execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully
executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificates) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coveraae and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives
in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non -owned
(c) Worker's Compensation -Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease" per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ.
Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and $100,000 per disease per employee
(d) Technology Liability (Errors &Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Coverage shall be claims -made, and maintained for the
duration of the contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to the City to evidence coverage.
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10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) 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.
(d) 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.
(e) Any failure on the part of the City to request required insurance documentation shall not constitute
a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances,
rules or regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
Professional Services Agreement
Buford Goff and Associates, Inc.
Page 5 of 18
City of Fort Worth
Attn: Karen Montgomery, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
14. SOLICITATION OF EMPLOYEES.
Buford Goff and Associates, Inc.
Attn: M. Jack Duncan, Jr.
1331 Elmwood Avenue, Suite 200
Columbia, South Carolina 29201
Facsimile: (803) 771-6142
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW /VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, 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, shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
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The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS /MODIFICATIONS / EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. 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. The other party is fully entitled to
rely on this warranty and representation in entering into this Agreement.
25. 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 but one and the same
instrument.
26. WARRANTY OF SERVICES.
Consultant 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)
Jays from the date that the services are completed. In such event, at Consultant's option, Consultant
shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms
with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services.
27. MILESTONE ACCEPTANCE.
Consultant shall verify the quality of each deliverable before submitting it to the City for review and
approval. The City will review all deliverables to determine their acceptability and signify acceptance by
execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects
the submission, it will notify the Consultant in writing as soon as the determination is made listing the
specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably
withheld.
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28. NETWORK ACCESS.
If Consultant requires access to the City's computer network in order to provide the services
herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit "D"
and incorporated herein for all purposes.
[SIGNATURE PAGE FOLLOWS]
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Sf
IN 1TNESS WHEREOF, the parties hereto have executed this Agreement in multiples this / day of
/�/IQ`/ , 2010.
CITY OF FORT WORTH: BUFORD GOFF & ASSOCIATES, INC.:
Date: !Vj1
A'
By:
Marty Hen�fr''x
City Secretary
APPROVED AS
By:
FORM AND L
Attorney
CONTRACT AUTHORIZATION:
PA
22 I
Date Approved: 1; �46% a 0
Professional Services Agreement
Buford Goff and Associates, Inc.
Page 9 of 18
By:
M. Jack�uncanI Jr
Director and Vice Fl
Date: �Z /Z o
ATTEST:
QFFICtA,�, RECpRC
CiTYSECRETARY
�"re WORTH, TX i
EXHIBIT A
STATEMENT OF WORK
A. Background
The City of Fort Worth (City) owns and operates two 20 channel Motorola analog 800 MHz radio
communication systems which support the City's public safety and local government agencies.
These systems also provide primary radio communications for 14 adjoining public safety,
educational, federal, state, and local government entities. The purpose of these systems is to
provide essential radio communications capability during normal daily operations and in times of
emergency or disaster. Initially operational in 1992, the systems have reached their operational
end -of -life.
The City plans to upgrade the existing Motorola public safety radio systems to a
Telecommunications Industry Association Project 25 standards based (P25) 700/800 MHz
communications solution. This upgrade represents the initial phase of a digital regional radio
network infrastructure anchored by the City, which can be shared among, not only the current
users in the adjoining governmental entities, but sized and configured for scalable growth to
accommodate additional participants/users within the Metro complex.
The City plans to enter into formal contract negotiations with a 3rd party vendor for the system
upgrade scenarios which will contain various engineering designs, technologies, timelines, costs,
and capabilities.
B. Services
In support of the City's radio system upgrade project, Buford Goff &Associates, Inc. (BGA) will
provide the City with the following services:
1. Regional Master Plan
a. Develop the regional interoperable communications master plan that addresses the
region's needs and serves as the guiding principles for the next generation radio system
for a county wide system.
i. Identify the regional system architecture/technical design.
ii. Develop the interoperable concept of operations to connect the regional
system with other systems such as the North Central Texas Council of
Governments Regional P25 Overlay System.
Include within the master plan a timeline with major milestones and a phased
approach for system transition and operations, budgetary cost estimates, and
funding requirements
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iv. Coordinate with all North Texas Interoperable Communications coalition
members and potential members to develop the plan
b. Recommend and develop a governance model that supports the master plan technical
architecture that meets member jurisdictions' needs.
i. Recommend processes to procure, implement, control and manage the
regional system.
2. City of Fort Worth Master Plan
a. Develop technical architecture supporting City of Fort Worth requirements and integrating
into the Regional Master Plan
b. Develop detailed Project Plan identifying the requirements, phases, timing, and costs
necessary for the development of the radio system supporting the City of Fort Worth
c. Provide Financial/Funding Plan identifying requirements, sources, and alternatives
d. Provide Concept of Operations for maintenance and support of the new system
3. Contract Negotiations
a. Review and analyze upgrade scenarios for the radio system to ensure that the scenarios)
under consideration:
i. Are consistent with the City's current and future technical and
operational environment.
ii. Ensure that the architecture of the CFW P25 radio system platform is
consistent with the regional plan.
iii. Coordinate and oversee the vendor's development of the detailed
architecture/technical design from the Master Plan for the City of Fort
Worth and its existing partners.
iv. Satisfy City identified funding sources and budgetary constraints.
v. Ensure operational requirements are sufficiently supported by
technical descriptions, designs, engineering calculations, and
predictions.
vi. Provide granularity of equipment and services costs that support
efficient and cost effective contract and change management
processes.
Support a reasonable and credible upgrade project schedule.
i. Offer warranty and operations services consistent with the
requirements of the City.
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ix. Offer post warranty maintenance, inspection, and system monitoring
services consistent with the requirements of the City.
b. Lead and direct the efforts of the City's negotiation team during contract negotiations
activities to include:
Review of standard City contract language and customization of
contract language to support a radio system upgrade.
ii. Development and execution of negotiation strategy(s) to be pursued
. by the City.
iii. Support of City management, procurement, and legal staff in
negotiation efforts and meetings. BGA is not authorized to act as an
agent or to agree to any contractual terms and conditions on behalf
of the City.
iv. Development of draft and final contract documents to include written
meeting records, document revision control, and publication of
documents.
v. Facilitate and participate in all contract negotiation meetings between
the City and the qualified technology supplier.
vi. Establish and oversee the City's document control procedures to
ensure appropriate review by all parties, incorporation of all accepted
revisions, and redistribution as necessary.
vi
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Formulation of responses and/or clarifications between the City and
qualified technology supplier.
Assist the City in the publication, review, and delivery of the final
contract to appropriate City officials.
C. Work Schedule and Deliverables
This work will commence on or before June 11 2010 and the efforts related to contract
negotiations will conclude by November 30, 2010. Work activities related to executive level
presentations, clarifications, and contract execution efforts required will be performed until
January31, 2011. Project milestones for each work effort areas follows:
Schedule —Planning and Contract Negotiations
Com letion
Date
Activit /Milestone Descri tion
June 1, 2010
Project Kick-off
June 15, 2010
Project Management Plan Presented and Approved
June 30, 2010
Review of City Documents Completed
Jul 1, 2010
High Level Master Plan Work Initiated
July 15, 2010
Review of Upgrade Scenarios Completed and
Report Provided to the City
July 30, 2010
Negotiation Strategy Finalized
August 13, 2010
Draft Contract Presented. Negotiations Begin
September 30, 2010
High Level Master Plan Finalized
October 15, 2010
Contract Negotiations Complete
November 12, 2010
Legal and Purchasing Final Review Complete
November 30, 2010
Contract Finalized and Presented for Approval
December 31, 2010
Executive Presentations
January 31, 2011
Presentations Complete and Contract Executed
All deliverables must be accepted in the manner and form set forth in Section 27 of the
Professional Services Agreement.
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PAYMENT SCHEDULE
Strategic Planning and Contract Negotiations
The work for the activities commencing with the "Project Kick-off" and concluding with "Contract
Finalized and Presented for Approval" will be performed for a fixed monthly cost, to include all labor
and expenses, of $75,800/month.
The work for the activities starting with the "Executive Presentations" and concluding with "Contract
Executed" will be performed for a fixed monthly cost, to include all labor and expenses, of
$28,400/month.
Based upon the schedule in Section C, the total cost of this work effort will not exceed $511,600.00.
This amount shall be invoiced for the previous months amount and compensated within 15 days in the
following month as"
Month 1 thru 6
Month 7 and 8
But shall not exceed
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$75,800 per month
$28,400 per month.
$511,600.00
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone /Deliverable Ref. #:
Milestone /Deliverable Name:
Unit Testing Completion Date:
Milestone /Deliverable Target Completion Date:
Milestone /Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant:
Signature:
Printed Name:
Title:
Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
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Approved by City Department Director:
Signature:
Printed Name:
Title:
Date:
EXHIBIT D
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal
location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Buford Goff &
Associates, Inc. with its principal location at 1331 Elmwood Avenue, Suite 200, Columbia, South Carolina
29210, ("Contractor").
1. The Network. The City owns and operates a computing environment and network (collectively the
"Network"). Contractor wishes to access the City's network in order to provide professional consulting
services related to the City of Fort Worth radio system. In order to provide the necessary support,
Contractor needs access to the internet and email services.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing professional consulting services related to the City of Fort Worth
radio system. Such access is granted subject to the terms and conditions forth in this Agreement and
applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource
Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of
this Agreement for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then, this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, hichever occurs first. Services are being provided in accordance with City Secretary Contract
No.n�
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
Professional Services Agreement
Buford Goff and Associates, Inc.
Page 16 of 18
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon
termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make 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. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor -owned equipment that contains City -provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City -provided
Network credentials, and unauthorized use or sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE
FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR
ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS
TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR
ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR
SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Contractor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Contractor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms,
and until the expiration of three (3) years after termination or expiration of this contract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of the Contractor involving transactions relating to this
Agreement. Contractor agrees that the City shall have access during normal working hours to all
necessary Contractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Contractor
reasonable advance notice of intended audits. Contractor further agrees to include in all its
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City
shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or
expiration of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, data, documents, papers and records, both hard copy and electronic, of such
subcontractor involving transactions related to the subcontract, and further that City shall have access
during normal working hours to all subcontractor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.
Professional Services Agreement
Buford Goff and Associates, Inc.
Page 17 of 18
City shall give subcontractor reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts,
agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and
any other documents incorporated herein by reference constitute the entire understanding and Agreement
between the City and Contractor as to the matters contained herein regarding Contractor's access to and
use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Contractor.
13. Assignment. Contractor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. 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.
15. Force Maieure. Each party shall exercise its best efforts to meet its 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.
16. Governing Law /Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authority. The signature below of an authorized representative acknowledges that the
Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein.
ACCEPTED AND AGREED:
By:
Marty Hendrix
City Secretary
By:
Assistant
M&C:
RTH:
rney
MANDL
Professional Services Agreement
Buford Goff and Associates, Inc.
Page 18 of 18
BUFORD GOFF &
By:
0
Name: N�Jack Du
Title: Director and'
Date:
J r.
INC:
0
e: Keith E. Summer
Director and Vice President
OFFICIAL RECORD
CITY SECRETARY
T. WORTH, TX
`ti4&C ILeview
Page 1 of 2
Offidal site of the City of Fort worth, Texas
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COUNCIL ACTION: Approved on 5/18/2010
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DATE: 5/18/2010 REFERENCE C-24221 LOG NAME: 04RADIOCONSULTFY 10
NO..
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize the Execution of a Professional Services Agreement with Buford Goff and
Associates, Inc., in an Amount Not to Exceed $512,000.00 to Develop a Master Plan for
the Public Safety Radio System, Develop the Radio System Technical Architecture and to
Negotiate New Radio System Costs
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RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Professional
Services Agreement with Buford Goff and Associates, Inc., in an amount not to exceed $512,000.00
to develop a Master Plan for the Public Safety Radio System, develop the Radio System Technical
Architecture and to negotiate New Radio System Costs.
DISCUSSION:
On September 16, 2008, the City Council approved M&C C-23055 authorizing Buford Goff and
Associates, Inc., (BGA) to perform an assessment of the public safety radio system. This assessment
was concluded and in March 2009, BGA presented a report that key components of the system had
reached end of their life expectancy and were no longer supported by the manufacturer and could fail
when taxed by emergencies and increased traffic.
Since March 2009, City staff has been investigating funding options for the purchase of a new radio
system. This includes grants and debt options as well as federal and state sources. Additionally, City
staff has also been exploring cooperative measures, including preliminary discussions with other
agencies for the City to build the infrastructure that will support a regional radio system that would
allow agencies to join as they replace their existing systems. These discussions remain preliminary
as many key agencies are not considering replacements until approximately 2015, well after the City
of Fort Worth system will no longer be supported by the manufacturer. Funding strategies are
hampered because staff is unable to provide accurate cost estimates for a new radio system and
ongoing maintenance efforts.
To provide clarity of the funding requirements and timing considerations, City staff recommends
developing a Radio System Master Plan. Currently, the City does not have the staff or technical
expertise to create such a master radio services plan or to develop the actual architecture of a new
radio system.
Building a new radio system is estimated to take 24 to 60 months. Given the current fragile state of
the system, increasing service outages and unavailability of replacement parts and the financial
challenges the City is facing, City staff recommends development of a Master Plan now that will
balance these factors and ensure a stable and reliable communications infrastructure for public safety
personnel.
Buford Goff and Associates, Inc., has national experience in developing radio services master plans,
technical architectures and negotiating with manufacturers. Most recently, they have successfully
provided strategic, technical and governance planning for major radio systems for the states of
http://apps.cfwnet.org/council�acicet/mc review.asp?ID=13276&councildate=5/18/2010 5/24/2010
M&C F�eview
Page 2 of 2
Arkansas, Michigan, Mississippi and Ohio as well as the cities of Detroit, Phoenix and Mesa. Their
efforts will allow the Information Technology Solutions Department to gather the necessary
information to provide a comprehensive plan, negotiate with the manufacturer for actual costs for the
architecture and equipment necessary for the replacement of the radio system and create
opportunities to foster a regional initiative.
The cost of the Professional Services Agreement is not to exceed $512,000.00. The term of the
Agreement will be for one year.
The IT Sourcing Initiative will have no impact on this project.
M/WBE -Buford Goff and Associates, Inc., is in compliance with the City's M/WBE Ordinance by
committing to five percent M/WBE participation. The City's goal on this project is five percent.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget of the Information Systems Fund and the Federal Awarded Assets Fund.
TO Fund/Account/Centers
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FROM Fund/Account/Centers
R107 539120 0352000 $50.000.00
P168 531530 0043010 $300,000.00
P168 537080 0046010 $100.000.00
P168 531200 0043010
Karen Montgomery (6222)
Peter Anderson (8781)
Steve Streiffert (2221)
$61,600.00
http://apps.cfwnet.org/council�acicetlmc review.asp?ID=13276&councildate=5/18/2010 5/24/2010