HomeMy WebLinkAboutContract 37336 �
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PROFESSIONAL SERVICES AGREEMENT � {�� NO
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH (the ^City"), a home rule municipal corporation situated in
portions of Tarrunt. Denton and Wise Counties. Texas, acting by and through Joe Paniagua, its duly
authorized Assistant City Manager, arW DFW QOMMUNICATIONS INC. (''Co |ta t'') Texas "
Curpnration, and acting by and through I ko&4 Soj its duly authorized
.. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of upgrading the City's Mobile Data Computers. 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.
2~
This Agreement shall commence upon the last dab* that both the City and Consultant have
executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of all
services contemplated herein un|aae terminated earlier in accordance with the provisions of this
Agreement.
3.
The City shall pay Consultant an amount not to exceed 883.200.00 in accordance with the
provisions of this Agreement and the payment schedule set forth in Exhibit A. 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.
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4.1. Written Notice.
The City or Consultant may terminate this Agreement mt any time and for any reason by
providing the other party with 30 days written notice of termination,
4.% 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 vvhatsoever, except as to the portions
of the payments herein agreed upon for which funds nhm|| have been appropriated.
43 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 upto the effective date oftermination.
OFFICIAL RECOIRD
Professional Services Agreement CITY SECREURY
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S. 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 Agnyament. Consultant hereby
agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its offioers,
agents and emp|oyeas, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to athird party without the prior written approval
of the City. Consultant shall store and maintain City Information in a secure manner and shall not a||nvv
unauthorized users to auueos, 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 nris believed to have been compromised.
G. RIGHT TO AUDIT.
Consultant agrees that the Qty shaU, until the expiration of three (3) years after final payment
under this contract, have access to and the right b> examine at reasonable times any directly pertinent
bonks, 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 subnontraot, have access to and the right to examine at reasonable times any directly
pertinent books, doounnents, papers and nyonnds of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours toall subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor astoall rights and privileges granted herein, and not as agent, representative or employee Vf
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, 8gents, servants, emp|oyeas, contractors and
subcontractors. Consultant acknowledges that the doctrine of oespondeet superior shall not apply as
between the City, its mfficers, agents, servants and employees, and Connu|tmnt, its offioers, mgents,
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.
D. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE ANQ/QR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSB9TED, TO THE EXTENT
CAUSED BY THE NEGL/GBVTAC7(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
Professional Services Agreement
DRmCOMMUN|CAT|ONG
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CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS 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, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, 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.
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 under this Agreement prior to 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 certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreement.
"Any vehicle" shall be any vehicle owned, hired and non-owned
(c) Worker's Compensation
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
Professional Services Agreement
DFW COMMUNICATIONS
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disease per employee
(d) Technology Liability (Errors & Omissions)
The City aQneae to waive this coverage as the Consultant will only be providing
labor pursuant to this Agreement.
102 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any work
pursuant to this Agreement. All policies shall be endorsed to name the City an an
additional insured thereon, as its interests may appear. The term City shall include its
emp|oyeem, officera, offioia|a, agent, and volunteers in respect to the contracted services.
Any failure on the part of the City to request required insurance documentation nhe|| not
constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of
cancellation Vr reduction in limits of coverage shall be provided tV the City. Ten (1O) days
notice mho|| be acceptable in the event of non-payment ofpremium. Such terms shall be
endorsed onto Consultant's insurance policies, Notice shall be sent tothe Risk K8anager,
City of Fort Worth, 1000Throokmorton. Fort Worth, Texas 761O2' with copies to the City
Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federa|, state and |ncm| |avvs, nrdinenoea, rules
and regulations. If the City notifies Consultant of any violation of such |ovvm, ordinmnoeo, rules or
nagu|adonn. Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Connu|tant, for itme|f, its personal ropreoentativen, annigns, subcontractors and successors in
interent, an part ofthe consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it ohe|| 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 on alleged violation of this non-
discrimination covenant by Conau|tant, its personal naprenentativea, eoaigns, subcontractors or
auoononorn in inbeneat. Consultant agrees toassume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13'
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 agenta, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States yWoi|, regiutered, return receipt requeniod, addressed as
follows:
Professional Services Agreement
oFwQOMMUw|C/n'0mS
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To The CITY:
To CONSULTANT:
City' DF\8/ Communications
1000 Throckmodon
ATTN�� Bob�vTh8nlpsOD
FodVVodhTX7O1O2'G311 -'
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Facsimile: (D17) 3B2-8O54 21�O �����DCyC)r�w8
Irving, Texas 75082
(072) 445-0915Facsimile
14' SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shaU, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or omp|oy, whether as employee or
independent oontnacbor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any ofits governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance Vrtoassert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal |avvo of the State of Texas. If
any ectinn, 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 orthe United States District Court
for the Northern District ofTexas, Fort Worth Division.
18.
If any provision of this Agreement is held to be inva|\d, illegal or unenfornaab|a, 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 dudes and
obligations as net forth in this Agraement, but shall not be held liable for any delay or omission in
performance due to force majaure or other causes beyond their reasonable control (force m jeura).
inn|uding, but not limited tn, compliance with any government |aw. ordinance or regulation, acts of GnU,
acts of the public enemy, fires' strikes. |ookouts, natural disaoters, wam, hots, 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 ne#axanoe purposes only and shall not be
deemed a part of this Agreement.
Professional Services Agreement
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21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the nonno| [V|eS 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 orexhibits hereto.
22.
No extension, modification or amendment mf this Agreement ehmU be binding upon a party hereto
unless such exbansion, modifinahon, or amendment is set forth in avvritten instrument, which is executed
byan authorized representative and delivered nn behalf of such party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by refopenoe, 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.
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement
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IN WITNE S WHERE , the parties hereto have executed this Agreement in multiples this day of
200
CITY OF F RT WORTH: DFW COMMUNCATIONS INC.:
By: By:
Job Pad ua , Name:
Assistant City Manager Title:
Cate: .
Date: 7 7 Z oa
OC-
ATTEST:
AT
By. � .:. ��� "•�
Marty Hendrixy
City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:
Maleshi,B. Farmer
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: C-22863
Approved: 6117108
Professional Services Agreement
DFW COMMUNICATIONS
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EXHIBIT
STATEMENT OFWORK
Overview
OFVV Communications, Incorporated (hereinafter referred to as OFVV Communications) agrees to
upgrade no more than six hundred Motorola K0VV800 mobile data computers ("unit(s)") owned by the City
of Fort Worth (hereinafter referred to as ''the City") Motorola will certify DFVV Communications to
complete this work, allowing for the manufacture warranty and support to continue,
City of Fort Worth Responsibilities
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The City agrees to provide Motorola certified one gigabit RAM memory modules.
*
The City shall remove and install the PNVV800 (CPU) units from the City owned vehicles and will
notify DFVV Communications when 40 units are ready for piok-up
QFWConnnnunioationm, Inc Responsibilities
w DFVV Communications will be certified by Motorola to perform these upgrades and maintain the
manufacturer warranty and support.
° DFVV Communications will pick up 40 MVV800 units from the City; upon notification the units are
available.
w
DFW Communications will transport the units to their facility and perform the following functions:
o Shall test the PCMC\/\slot ho ensure operational.
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If device is not vvorking, arrangements will be made with Motorola to repair the
device under warranty.
o Shall remove the current Motorola memory module and install the upgraded Motorola
memory module.
o Shall perform a basic functionality test after the new Motorola memory module has been
installed.
o Shall coordinate the return of the finished dewioee, returning all devices and then pick up
the next round of units ready for upgrade,
a This process will be followed until all G0O units have been completed.
o Shall image ("flash") each device using the template provided by the City. This shall
include o BIOS upgrade that is provided with the image.
* If unit is damaged during the RAM upgrade. DFVV Communications will be responsible to repair
the unit first. If unable to repair. DFVV Communications will than forward the unit to Motorola
repair depot, The City will require e timeline of the repair.
• DFVV Communications is responsible for replacing the unit with u city's current configuration ifitis
damaged beyond repair by either DFW Communications or Motorola while in their possession.
• DFVV Communications shall return all parts and/or pieces removed and replaced to the City.
Each piece must bo tagged with the unit serial number it was pulled from.
• DFVV Communications will return the 40 units within 3 days from the time they are picked up from
the City.
Professional Services Agreement
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Acceptance
� UD0D return 0f ��� units t0 t�� [� 1�� UD�S n�}} �� iDSt�]\�� in police vehicles and 8
^ ~ ' ^
functionality test will be performed.
• In nusc8 vvhorc u unit does not perform properly to the satisfaction of the
City, the following escalation procedure will occur: The unit will be
returned to [)FVV Communications n1oocost to the City
• {}FW Communications will replace the RAM module and/or image and
refresh the BIOS upgrade
• If the unit is still not operating 10 the satisfaction of the City, then Z)FW
Communications shall return the unit tothe original configuration
• The functionality test will be completed within l week 0f return ofthe unit
tO the city.
*
Payment will only occur upon completion of work 10 the satisfaction of the City and
written acceptance by the City in 3fbrnu agreed to by the parties, which such form eh0\]
bc used for acceptance of work oo all units.
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*
Costs / Payments:
The City shall pay an amount not to exceed $83,200 for all services rendered pursuant to this Agreement.
This includes the costs of Motorola certifying DFW Communications technicians to perform the upgrades
while maintaining the original manufacturer's warranty, and all items as listed under OFVV
Communications Responsibilities.
DFVV Communications shall invoice the City of Fort Worth after each 100 units of the GOO units are
completed. The City shall not be obligated to pay any invoice until the work is completed to the
satisfaction of and accepted by the City.
Professional Services Agreement
DFvvCOMMUNICATIONS
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/17/2008
DATE: Tuesday, June 17, 2008
LOG NAME: 04CAD MEMORY REFERENCE NO.: C-22863
SUBJECT:
Authorize Purchase from Motorola, Inc., Memory Upgrade Cards for Mobile Data Computers for the
Computer Aided Dispatch Project and Authorize Execution of a Professional Services Agreement
with DFW Communications, Inc., for Installation, Maintenance and Support Services at a Total Cost
Not to Exceed $294,000.00
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the purchase from Motorola Inc., memory upgrade cards for mobile data computers (MDCs) for
the Computer Aided Dispatch (CAD) Project; and
2. Authorize execution of a Professional Services Agreement with DFW Communications, Inc. (DFW) for
installation, maintenance and support services to the upgraded MDCs at a cost not to exceed
$294,000.00.
DISCUSSION:
On June 14, 2005, (M&C P-10172) the City Council authorized a contract with Motorola for purchase and
installation of MDCs for the Police Department and the City Marshal's Office. Approximately 600 MDC
units, ancillary equipment and installation services were purchased under this contract.
The current MDCs are planned to be used for at least two additional years by the Police Department.
During field testing of the mobile piece of the CAD project, it was determined that the existing memory
(RAM) of current MDCs, while sufficient to operate, did not allow multiple applications to be opened at any
one time. To address the deficiency, it was determined that upgrading memory on the current fleet would
adequately address the problem. When the additional memory is being added to the MDCs, DFW
Communications will also perform a process (flash) to update the image on each unit.
Motorola will provide the memory cards for the 600 MDC units at an estimated cost of $210,800.00. The
purchase of the memory from Motorola will be made under an existing Houston-Galveston Area Council
Contract that was approved by the City Council on March 18, 2008, (M&C P-10750). Pursuant to Section
791.025 (c) of the Texas Government Code, a local government that purchases goods and services under
the Interlocal Cooperation Act (as the City has with H-GAC) satisfies otherwise applicable competitive
bidding requirements.
DFW will perform the installation of the memory upgrade and update the image for each MDC at an
estimated cost of $83,200.00. DFW is the documented sole source provider for the installation of the the
certified Motorola parts for the MDC units and for related maintenance and support services provided under
Logname: 04CAD MEMORY Page 1 of 2
the manufacturer's warranty. 8ga result, the purchase ofthese services is exempt from competitive bidding
requirements pursuant to Section 252.022 (a) (7) of the Texas Local Govemment Code.
N4/VVBE--Forthe purchase ofthe memory chips an K8/VVBEgoais is not assigned because the purchase
was made using an approved cooperative or other public entity contract. A waiver of the goal for M/VVBE
for installation services was requested by IT Solutions because the purchase of goods and services is from
a sole source provider.
FISCAL .
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the
Specially Funded Capital Projects FundandtheGenena| Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
C291 539120 041100064480 $2U�00.00
GG01 531200 0352400 $83,200.00
Submitted for City Manaig.qr's Office by: Cad Smart (G1O3)
Joe Paniagua (6191)
Originating Department Head: Pete Anderson (87O1)
Additional Information Contact: Pete Anderson (8781)
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