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HomeMy WebLinkAboutContract 45420 CI,TY SECRUARY PROFESSIONAL SERVICES fi AGREEME�P,NTRACT This PROFESSIONAL SERVICES GREEMIENIT' ",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 Tarrant, Denton and Wise Counties, Texas, acting by and th�rou! h Susan Alanis,, its duller authorized) Assistant City Manager,and CTS Consolidated Telecom Services, LLC, (the"Consultant"or"Contractor"), a Texas corporation and acting by and through Pam Fairer, its duly authorized "resident, each individually referred) to as a "party" and colllectively referred to as the"parties." CONTRACT OC ENITS The Contract documents shall include the following. 1. This Agreement for Professional Services 2. Exhibit A— Statement of'work plus any amendments to the Statement of Work 3. Exhibit B_ Quotation Summary 4. Exhibit C- Milestone Acceptance Form 5. Exhibit D—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. 1■ SCOPE OF SERVICES. Consultant hereby agrees to provide the City wilth professional consulting,services for the purpose of installing a Broadband Antenna `racking System EATS network in the Ft. Worth area to be located at north Beach Tower, 4705 Ray"White Road Ft. Worth, TX 76248 and' 'Rolling Mills Tower, 2500, SE Loop, 8201 t Forth, TX x`6140. 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) hereu.uun er. 29 This Agreement shall commence neon the date that teeth the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for six months ",Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. W 3, COMPENSATION. The City shall pay Consultant an amount not to lexceed $335,8513.82 in accordance with the provisions of this Agreement and the Quotation Summary attached as Exhibit "B" which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by r thus 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 unlless the City first approves such expenses in writing. 4. TERMINATION. FFICIAL RECORD 4.1. fence CITY SECRETARY 711o' R TX M WORTM9 I ;I T Il rofessional Services Agreement eiV ed Jtjne 2012 Consolidated Telecom Services, LLc 1 The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination, 4.2 Non-appropriation of Funds. In the event no funds,or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received wi'thiout penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate th is Agreement,for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay 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 iln accordance with this Agreement up to the effective data of termination. Upon termination of this Agreement for any reason; Consultant sh�alll provide the City with copies of all completed or pa,rtially completed documents prepared under this Agreement. In the event Consultant has received access, to City information or data as a requirement to perform services hereunder, Consultant 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. 5.1 Disclosure of Conflicts. 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 d�iscliosure to the City in writing. 5.2 'Confidential Information:,. Consultant, for itself and its officers, agents and employees, 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. 5.3 Unauthorized Access, Consultant shall' store and maintain City Information in a secure, manner and shalll 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, in which event, Consultant shall, in good faith, use all corn merciiallly reasonable efforts to cooperate with the City in identifying what information has been accessed by ulniauthorized means, and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (31) years, after final payment under this contract, or the final conclusion of any audit commencedi 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 i: 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 Coin�s,uil�tant facilities and shall be provided adequate and appropriate,work space in order to conduct audits IT Professional Services Agreement Revised June 201'2 Consolidated Telecom Serviices, LLC 2 iin compliance with the provisions of t�hlis 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 fina,l conclus,ion of any audit commenced during the said three years,have ac,ces,s to and the right to examine at reasonable times, any directly pertinent books, docunients, 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 i,n 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 expres,s,ly understood and agreedthat Consultant shall operate as,an indepe�ndent contractor as to all rights and plriv�ile!ges and work performed under this agreement, and not as agent, reprelsentative or employee of the City. Subject to and in accordance with the conditions and provisioins of thlis Agreement,, Consultant shall have the exclusive right to control the details of its operations and activ�itiels and be solely res,poin�s,ible for the act�s and' omissions of its officers, agents,, servants, employees, contractor's and subcontractors. Consultant acknowledges that the doctrine of respondealtsuperiorshall 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 no�thiinlig, herein shall be construed as the cr�eatlilon of a partnership or joint enterprise between C,ity and Consultant. It is further understood that the City shall in no way be considered a Co-empl�oyer or a Jolint employer of Consultant or any officers, agents, servants, employees or subcontractors of Con�suiltant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Coln�su�ltant 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. 8fo, LIABILITY AND INDEMNIFICATION., A., LIABILITY - CONSULTANT' SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING D�EAT�H, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMIS�SION(S�)!, MALFEASANCE OR INTENTIONAL MISCONDUCT OF' CONSULTANT, ITS OFFICERS,, AGENTS, SERVANTS OR EMPLOYEES. B.INDEMNIFICATION 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 PERSON�S, 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. COPYRIGHT INFRINGEMENT - Consultant, agrees, to defend,, settle, o�r 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 is use of the software and/or documentation in accordance w lith this agreement. Consultant shall have the s,ole 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 doling so. City agrees, to give Consultant timely written,notice of any such claim or action,with copies of al�l papers City may receive rellating thereto. IT Professional Services Agreement Relvised June 20,12, Consolidated Telecom,Services, LLC 3 .. .......... 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 compromisle, 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 aind/oir documentation at no additional charge to City-, card If none of'the foregoing alternatives is reasonably available to Consultant, terminate this agireelmienit and refund to City the payments actually made to Consultant, under this agreement. 9. ASSIGNMENT AND; SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights Linder 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 j,ointly 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 minimurin coverage limits that are to be in effect prior to commencement,of any work pursuant to this Agreement.* 10.1 Coveraqe and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,00 ,000 Aggregate (b) Automobile Liability 11000,1 0 Each occurrence on a combiined sin le limit basis Coverage s,halil be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providinig services under this Agreement. "'Any vehicle" shall be any vehicle owned y hired and non-owned (c) Worker's Compensation - Statutory limits Employer 1!s liability $1100,1000 Each accident/occurrence $10020001 Disease - per each employee $5000000 Disease- policy lim it This coverage may be written as follows: Workers' Compensation and' Employers' Liability coverage with limits, coinsisten�t with statutory benefits outlined in the Texas workers' Compensation Act(Art. 83018— 1.01 et seq. Tex. Rev. CIV. Stat.) and minimum policy limits for Employers' Liability of $100,,000 each accidentiloccurrence, $5010,0001 bodily injury disease policy limit and $11001000 per disease per employee IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 4 (d) Technology Liability (E&O) $1 0000,000 Each Claim Limit $,1 0010,0010 Aggregate Limit Coverage shall include, but not be limlite,d to, the following- (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud,, Dishonest or Intentional Acts,with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requiremeints,. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,,0 O without the written approval of the City. Coverage shall be claimsi-made, with a retroactive or prior acts date that ils on or before the effective date of this Contract. 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 shall be submitted to the City to evidence coverage. 10.2'General Reauiremen ts, (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), Thiel wolrkeirs' comipeinsaitilon, 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 (1 0) 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 76,1102, 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-1 Vill 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. M 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 L ORDINANCES ES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder,, it will comply withl 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 regullations. If the City notifies Consultant of any violation, of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation,. IT Professional services Agreement Revised June 2012 Consolidated Telecom Services, LLC 5 112. NOWDISCRIMINATION 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-discri rn i nation 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 harm-less from,such claim. 13. NO�TICES,. Notices required puirsuant to the provisions of this Agreement shall be conc,lus,i'vel'y determined to have been delivered when (1) hand-delivered to the other party,, its agents,, empl'oyees, servants or representatives, (2)delivered by facsimile with electronic confirmation of the transmission, or(3) received by the other party, by united States Mlail, registered, return receipt requested, addressed as follows: City of Fort Worth CTS Consolidated Telecom Services Attn- Susan Alapis, Assistant City Mana,gler Attn:-, Pam Faver,, President 1000 'Throckmorton P.O. Box 2110 Fort Worth, TX 761,02-6311 Round' Rock, TX 78680 Facsimile: (817) 31912-8654 Facsimile: (512) 495-9473, With Copy to,the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. 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. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either,party. 15. GOVERNMENTAL POWERS11MMUNITIES, I't is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immiunitiles. 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. IT Professional,Services Agreement Revise d dune 2012 Consolidated Telecom Services, LLC 6 17. GOVERNING LAW I 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. H'ead'ings 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. 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. No amendment of this Agreement shall be binding upon a party, hereto unless such amendment is set forth in a written instrument,, which is executed by an authorized representative of each party. 2,3. 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. 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. IT Professional Services Agreement Revised June 2012' Coinsolidated:Telecom Services, LLC 7 25. WARRANTY F 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) days from the date that the services are completed. In such event, at Consultant's option, Consu�ltant shall either (a) use commercially reasonable efforts to re perform the services in a manner that conforms with the warranty, orb refund the fees paid by the City to Consultant for the nonconforming services. 26. M�LESTO,N,E 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 Exhibi t "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. 27. NETWORK ACCESS., If Consultant, and/or any of its employees, officers, agents,, servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to, the City's computer network in order to provide the services herein, Consultant shall execulte and comply with the City's Network Access Agreement, 2 . IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (IN'A) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment elligiblility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies es of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee, who performs work under this Agreement, Consultant shall establish appropriate procedures and controls so that no, services will be performed by any employee who is not legally eligible to, perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall, have the right to immediately terminate this Agreement for violations of thlis provision by Consultant. 29. INFORMAL, DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute,or other matter in question for breach of duty,oibl,igations,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 (1 0) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through emalil, 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 IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 8 for its own expenses, including, attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to 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 dluties, and oblligations 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,. 310. 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 almiendmient(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed, on the Verification of Signature Authority Form,: which is attached hereto as Exhibit I'D"' 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. [SIGN'ATUIRE PAGE FOLLOWS] IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 91 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this,.4th day of December, 2013. NAME OF CONSULTANT., CTS Consolidated Telecom Services ACCEPTED AND AGREED: CITY OF FORT WORTH: Name: Pam Faver Title: Presider Date,- ��ian Ala,lnis Assistant City Maniager ATTESTV- Date.- :3 1 T e"T By: ATTEST- I-N 100 3 ui By- 6ity, ec r/ ni \N )�t 00000C),00 APPROVED AS TO FORM AND LEGALITY, A Male., ta RB. Rr�� Senior Assistant City Attorney CONTRACT AUTHORIZATION: Date Approved: offICIAL RECORD C,Ty' Srr.1CRETARY OrN, r,T,WOR IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC I 0I EXHIBIT A STATEMENT OF WORK �1�7 .............. U S L I AT'E ...... 3 F j v .............`�����1 1 l/�, �g; 4"K F 011" '541"N ELEC,UM 54,kl// P'N4, ERVICES ux" "'Or im Cit%,f of Fort WoR--'h - OATS% Network Y Fort Worth, T'A 10/2 3/2 01 13 'Oft %1Z ,.�ystem Overview CTS is providing this proposal to:the City of Fo�rt Worth for the materials and installation services for a Broadband Antenna Tracking System (BATS) utilizing, the Public Safety 4.9GHz Band. The system will utilize(2) of the C,ity's existing tower sites and one (1) mobile command communications trailer. The,tower site locations are- Noirth Beach Tower 3205529.04"NI 97"17"190"W I V_ Boiling HjIls I ow,er 320391'44.36"Ni 97017'37,96"W The system design includes the installation of(2) BATS DVM-50 units on the North Beach tower, (1) BATS D�VM-,501 un�it on the Rolling Hills Tower and, (1) BATS BTS-510 unit on the mast of the moiblile communications trailer�, The BATS Antenna Aiming and Tracking system is the most modern antenna system that allows h,igh quality Broadband Ethernet coninie�ctivilty in mobile environments. An automatic control system allows for to the user to simply turn the power switch on to estab�lish a high qua,lity connection while on the move. Advanced dli!rectional antenna technology has been adopted for this antenna enabling the reception of optimal, signal levels in a multitude of environments. A Wilde, Range Search algorithm allows,the antenna system,to search, for the highest quality Base Station in range,within the shortest amount of time. The proposed BATS solution uses VHF/U:HF for ziero-touch activation of the scanning sequence,on the remote BATS system. The BATS system is, normally in a standby mode waiting for a scan command to be issued. This e�liminates any, movernent of the system until requ,ired. The BATS, system has all of the information,, to programmatically determlinle the best remote BATS syste�m(s) to activate. The BATS Antenna Aiming and Tracking System is designed to,work with the Cambium 4.9 GH�z PTP600 Broadband Ethernet Radios, The system relies on tight integration with the radio to get immediate link quallity feedback to allign and track,the antenna, The Antenna Aim,in,g and Tracking System conis,is,ts of a Domed Positioning Unit and the Controller Unit, Alll' necessary connecting cab�ies are provided with the unit. PTP 600 links have class-leading sensitivity and power output that enable links to go farther wh,i,le sustaining high throughput. With data rates up to 3,00 Mbpls, this Series of high-performanice and secure wireless bridges makes cost-effective connectivity and' b�ackh,aul a reality foir public safety. The, PTP 600 is, proposed at the 4.9 GHz frequency band ded,icated for Public Safety. Cambium Point-to-Point PTP 600 Series Solutions, include robust radios designed to withstand the toughest conditions. Because they are often perched on high towers, sometimes with antennas, they are located in situations that can attract l'ightniing. The Cambium PTP Lightning Protection Unit (P�TP-LPU�) is a device that shiel�ds your PTP radios to minim�ize potential harmful effects of sudden surges in power i�nduced by electro-magn�etic activity (lightn,ing). IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC ocope of Work Materials and services not specifically outlined in this propoal are excluded and can be quoted via a change order Assumptions Customer has availa le rack space in existing communication trailer,equipment racks for (1) 1 RU ac power strip, (1) 3 RU shelf and (1) 1 RU Rack Mount Control Unit Customer, has available rack space in existing North Beach Tower site equipment racks for (1) 1 RU AC power strip, (1) 3 RU shelf and (2) 1 RU Rack Mount Control Units. Customer has available rack space in existing Rolling Hills Tower site equipment racks for (1) 1 RU ac over strip, (1) 3 RU shelf and (1) 11 RU Rack Mount Control Units. • Existing entry port at North Beach Tower site can accommodate (4) 3/8" cables. • Existing entry port at Rolling H'ill�s Tower site can accommodate (3) 3/8 if ca lea, ■ The cabile ladder at the North Beach Tower site can accommoda�te (4) 31/'8 11 cable runs. ■ The cable ladder at the Rolling Hills 'Tower site can accommodate (3) 3/811 cable runs. Existing electrical breaker panels in the communication trailer as well as both the, North Beach and Rolling Hills Tower sites can accommodate the proposed equipment without the need for upgrades, or modifications. ■ The proposed Nycoll cable conduit, on the conimunications trailer mast will not be required to accommodate additional cables beyond what is necessary for the BATS. ■ The DVM-50 BATS unit's mounting height will not exceed 250, ft. at the North Beach Tower site., The mounting height will be dependent many factors including, but not limited to, available tower space, interference, coverage and tower loading. • The D,V'M- 0 BATS unit's mou nti ng height will not exceed 480 ft. at the Rolling Hills Tower sites. The mounting height will be dependent many factors, including, but not I Ii r7riited to, available tower space, interference, coverage and tower loading. The communication trailer's mast height does not exceed 65 The combined eligh�t of the trailer and the trailer's mast is a minimum of 70' above ground level. The communication trailer's mast can support the combined weight of the payload. Payload consists of (1) BTS-5 0 positioning unit, (1) PT'P49600 radio, (1): LPU, (1) mount, (1) Nycoli�l cable conduit and (2) 3/8" cables. The Cambium PTP!49600: radios are capable of non-line-of-sight connectivity; however the, integrity of the micro rave link between the comnmunications trailer and the North Beach and Rolling Hills Tower sites is sig�ni�f'icantly dependent on RIF line-of-site. Path, obstructions will significantly reduce the, overalls performance of the link and can prevent a link from establishing. All LINK Planner proposal documentation, for PT P connectivity assumes line-of-sight I and no interference in the P,ulbllic Safety .9 Hz band., Coverage and aggregate throughput for a microwave link in a m� oblile environment are dependent on any factors including, but, not limited to, free space path loss, path oibis,tructiioin�s,, interference, signal quality, RIF line-of-sight and meteorological 11 IT Prof s,sio,nail Servfces Agreement Revised June 2012 Coins,oli date di,Telecom Services, LLC 12 conditions; therefore, coverage and throughput cannot be guaranteed for every coordinate in the greater Fort Worth area. Equipment List All materials listed in the equipmenit list below will be fumished by CTS unless stated otherwise. All other materials are excluded and can be quoted via a change order. ■ (4) Cambium PT 49600 Outdoor Radios (O DU) (20 MHz Channel with 256 AES Encryption) ■ (8) Cambium Lightning Protection Units (LPU) ■ (4) 2' 28 d MIM0 4.9GHz parabolic dish antennas, ■ (1) 1650" Spool of Superior Essex broadband copper-clad CAT51e cable ■ (1) 550!' Spool of 62.5 Outdoor Fiber Cable ■ (1) BTS-510 Positioning Unit ('PU) for communications trailer ■ (3) DV M-50 Domed Positioning Units, ■ (4) Rack Mount Control Units (RM1CU') ■ 1(3) Transient Voltage Suppression (T VS) units (3), Auto-activation units ■ (4) positioning Unit (PU) control cables ■ (1) Custom niount for communications trailer mast ■ (3) Custom tower molu�nts for domed positioning units (19) Hoisting grips ■ (22) 3 " Ground its ■ (8) 6' LM R-600 jumper cables, ■ (24) RJ-45 Connectors ■ (1) 40' spool of#6 AWG stranded green jacketed ground wire ■ (9 1) 7/8" Stackable, snap;-in cable hangers ■ -in , (910) 3,/8" Rubber grommet inserts for 7/8" snap hangers ■ (6) Junction boxes ■ (1) Nycoil for 65' mast ■ (3) 19" Rack mou�nted 12 outlet AC power strips ■ (3), 19" Rack shelves llnstallllafiion� and Configuration Services Comm u n icat ion Trailer • Install (1) BATS BT S-,510 custom mount on communication -trailer mast. ■ Install (1) BATS BTS-50 positioning unit on custom mast mount. IT Professional Services Agreement Revised June 2012 consolidated Telecom Services, LLC 13, ■ Install (1) Cambium PTP49600 ODU on BATS BTS-5 0 positioning unit. ■ Install (1) 21' 28dB,i dish on BATS BTS-50 positioning unit. ■ Install (1') Cambium LPU at the to of the mea s,t. ■ Pull (1) PU, (1) CATS 1 and (1) RG58A cable through Nycoil cable conduit. Install (1') fly it on communication trailer mast and secure cables. Install (1) Cambium LPU inside communication trailer and ground to existing master ground bus bar. ■ Install (1) Cambium PIDU in customer provided quipment rack. ■ Install (1) rack mount BATS, control unit in customer provided equipment rack. ■ Install (11) VHIF/UHF auto-activation subsystem. Configure (1) Cambium PTP4,9600 ODU. ■ Configure (1) BATS control unit. forth Beach Tower Site Install' (2) custom BATS mounts for self-support tower. Install (1) BATS DVS-5 0 domedi positioning unit on each of the custom tower mounts,. Install 1 Cam bium P TP49600 ODU in each DVIVI-50 BATS positioning units. ( ) • Install (1) 2' 28dBi dish in each BATS VI I-50 unit. • Install (1), Cambium LPU below each BATS VM-50 unit. Install (1) hoisting grip every 2g0' on (2) C,AT5e and (2) control cables. Not to exc d 2 hoisting grips per cable. Install (1) CAT5e cable run to each PTP4,9600 OD,U and secure, to customer's cable ladder using 7/8 snap-in hangers and giroimmiet inserts for 3/8 cable. Install (1), con,troll cable, run to each BATS DVIVI-50 and secure to customers cable ladder using 7'/8 11 snap-in hangers, and grommet inserts for 3/8)) cable, Install (2) Cambium LP Us, inside customer's equipment shelter and ground to existing master ground bus bar. Install (2) Cambium PI in customer pirolvided equipment rack. ■ Install (2) rack mount BATS control unit in customer provided rack. Install (11) VHF'/UHF a,uto-activatioln subsystem. Install (1) Transient Voll�tage Suppression device on each of the control cable runs., ■ Configure (2) Cambium PTP49600 ODUs. ■ Configure (2) BATS control units. Rolling Hills over Site a Install (1) custom BATS mount for self-supplort tower. ■ Install (1i) BATS VI 'I-5 domed positioning unit on custom tower nliount. IT Professional Services Agreement Revised June,2012 Consolidated Telecom Services, LLC 14 Install (1) Cambium PTP49600 ODU in DVM-50 BATS positioning unit. ■ Install: (1) 2' 28d:Bi dish in BATS DVM­50 unit. Install (1) Cambium LIPU below BATS DVM-50 unit. Install (1)Junction box at the below BATS DVM unit. a Install (1) fiibler patch panel in tower rnolu�nted junction box., 0 Install (1) fiber jumper cable from tower, mounted junction box to Cambium PT P4900. ■ Install (1) hoisting grip every 200' on (1) CAT'5e cable, (1) fiber cable and (1) control cable. Not to exceed 3 hoisting grips per cable. Install (1!) CAT5e cable run to PTA`496001 OlDl U and secure to custolm�er's, cable, ladder using 7/8"' snap-in hangers and grommet inserts for 3/8" cable, Install (1) fiber cable run to PTP49600 O and secure to customer's cable ladder wing 7/8 11 snap-in hangers and grommet inserts for 3/811' cable. Install (1') control cable run to BATS DVM'-50 and secure to cu Sato melr"s cable ladder using 7/8 if snap-in hangers and grommet inserts for 3/8" cable. ■ Install (1) Cambiurn LPU inside customer's equipment shelter and ground to, existing master ground bus bar. Install (11) Camiblul:m P in customer provided equipment rack. Install (1), rack mount BATS control unit in customer, provided rack. Install (1) VHF/UHF auto activation subsystem!. Install (1) Transient Voltage, Suppression device on control cable run. Configure (1) Cambium PTP419600 ODUs, ■ Confi,gu're (1) BATS control units. Engineering Services a Install (1) custom BATS mount for self-support tower. General Notes and Assumptions a Tower structures have structural capacity and adequate space for the installation of the proposed equipment. ■ Changes to the scope of this SOW including but not limited to, expand�in�g the area of responsibility, enhancement, requests, or a change of work locat,ion, 'will be negotiated in writing and may change execution timing and add costs to the project. A separate quotation and/or change order will be drafted and agreed: to by CTS and Customer,. Materials and services, not explicitly outlined herein are excluded and will be handled via a change order. The scope, of work listed herein shall be performed in one mobilization. Fees do not include additional mobilization costs. Any downtime and rem:ob:illizations will be billed accordingly. I i Revised June 2012 IT Professional Services Agreement Consolidated Telecom Services, LLC 15 Access, to the sites will be unimpeded and work by others will not delay CTS work activities. Work will be performed during daylight hours. Customer shall provide CTS with tax exemption documents pirio!r to Notice to Proceed. Non-receipt of these documents may results in additional costs to the Customer foir taxes and will be billed accordingly. ■ Pricing is valid for ninety (910�) days. City of Fort Worth Responsibilities Site Access — City of Fort Worth is responsible for insuring site access -from 8:00 AM through 5:00 PIM Monday through Friday. After hours, and weekend access will be arranged accordingly. The site must be easily accessible to perform the job. City Of' Fort Worth shall provide necessary equipment required for site access, if applicable. Project Manager - City of Foirt Wgirth is responsible for providing a single, point of contact for the duration of the project. The assigned City of Fort Worth Project Manager will be responsible for acceptanIce/rejection of change orders and other on-site decisions during the duration of this contract. • IP Scheme — The City of Fort Worth is responsible for providing IP addresses for all proposed network equipment. ■ Power Soluirce — The City of Fort Worth is responsible for pirovidli'n,g (2) 120 VAC electrical receptacles within 3' of the proposed' eqluipment. IT Professional services Agreement Revised June 2,012 consolidated Telecom!Services, LLC 161 Project Exclusions Excluded services can be quoted via a change order. ■ Microwave alignment ■ Furnish and install transmission line entry port ■ Equipment shelter exterior and' i�nterior grounding ■ Furnish and inistalll e uipmen�t buildings groundings bus bars, ■ Furnish and install tower grounding bus bars ■ Grounding Bus Bars and attachment hardware ■ Furnish and install of backup power equipment including generator, fuel and and uninterrupted power supply ■ FAA aeronautical stuIdiles, coordination and filing ffil Leasing,, p r,mittilnIg and zoning ■ Recurring and non recurring utility costs including but not limited to fuel fill, electrical, telco, etc. ■ Construction design dray ings ■ Cut over coordination and assistance Testing and removal' of' hazardous materials, if encountered, du� ring, construction ■ Spectrum analysis including but not limited to noise floor studies, spectrum mining) spectrum fingerprinting and interference mitigation ■ Intermodulation studies ■ Field It studies ■ Tower mapping and structural analysis ■ Furnish and install' network switches and routers ■ Furnish and install fiber SFP module in customer provided swi�tch at Rolling H� il�ls Tower site Network configuration, beyond configuration of the PT P and BATS equipment ■ III scheme creation and development ■ RFC 2,544 and ITU-T Y.1564 testing IT Professional services Agreement Revised June 2012 Consolidated Telecom Services, LLC 17 soft a 0 vri 1 ci,ng Line item pricing is provided below per the scope of work included herein. City of Fort Worth, IT sol,utions Department, Security Division Materials �.................................................................................. $25.91 031-01 Installation and Configuration................. ....... .......... .... $441047.81 Management and Engineering Services.................................. $121,825.00 BATS 2 Year Extended Warranty (3 DV M-50 and 1 BTS-50)......... $M950-00 TOTAL EXTENDED PRICING $3359853.82 City of Fort Worth BATS N�etwork Payment Terms Completed work shall be invoiced to C,ity of Fort Worth at the completion of Milestones as agreed upon by CTS Consolidated Telecom Services and City of Fort Worth prior to project initiation. Payment shall be received, in NETS from invoice date. General notes and assumptions apply., Tentative Schedule and Milestones % Upon Notice to Proceed 25% Upon North Beach Tower Site Equipment Installation Complete 25% Upon Rolling Hills Tower Site Equipment Installation Complete % Ulpon Final Acceptance IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, I-I- 18 Statement of Work Acceptance By signing below, the Customer accepts the scope of work provided, including but not limited, to assumptio�ns, responsibilities and payment terms listed herein. Any changes or alterations to the statement of work contained herein are excluded and shall be approved by the City of Fort Worth representative via a, change order. Customer Representative, Signature,- Date of ApprovaL CTS Consolidated Telecom Services PO Box 2110, Round Rock, Texas 78680 IT Professional services Agreement Revised June 2012 Consolidated Telecom Services,LLC 19 EXHIBIT B Quotatfoon Summary Pricing Line item pricing is provided below per the scope of work included herein. pity of Fort Worth, IT solutions Department, Security Division Materials ......................................... • •.......................•......... $2591031-01 Installation and Configuration.......................................................... $44,047.81 Management and Engineering Services...................... .............. $121825.00 BATS 2 Year Extended Warranty (3 DVM-50 and 1 BTS-50�) $19119510.00 TOTAL EXTENDED PRICING $335,853.82 C"Ity of Fort Worth BATS Network Payment Terms, Completed work shall be invoiced to City of Fort Worth at the completion, of Milestones as agreed upon by CTS Consolidated Telecom Services and City of Fort Worth prior to project initiation. Payment shall be received in NET301 from invoice date. General notes and assumptions apply. Tentative Schedule and Milestones Upon Notice to Proceed 25% Upon North Beach Tower Site Eq,ui ment Installation Complete 2,51% Upon Rolling Hills Tower Site Equipment Installation Complete 10%, Upon Final Acceptance IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 20 EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered,: Milestone/ Deliverable Ref. #: Milestone/Deliverable Niame, Unit Testing Completion Date- Milestone/Deliverable Target Completion Date.- Milestone/Deliverable Actual Corm pl etloin Date: Apipirovall Date* Comments (if needed), Approved by Consultant: Approved by City Deplartmen ilrector:! Signature* Signature- Printed Niame, Printed Name: Title: Title: Date- Date: For Director Use Only Contracted Payment Amount* Adjustments, including penalties, Approved Payment Amount* IT Professional Services Agreement Revised June 2012 Consolidated Tellecom Services, LLC 21 EXHIBIT D VERIFICATION OF S,IGNATU,RE,AUTHORITY Full Legal Name of Complany- CTS Consolidated Telecom Services, LL,C Legal Address,: 2,04 Texas Avenue, Suite A, Round Rock, TX 78664 Services to be provided- Prof ession,a,l Consulting Services Execution of this Signature Verification Form Form")hereby certifies that the following individuals and'or positions have the authority to legally blind the Cor-ripany and to execute any agreement; amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled, to rely on, the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten, (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been prc erly executed by the Company. 1. Name: Parn Faver Pos,iti ident Signature ni I %Owl% Qi0r%=1t1 LrM A a. I I NANVA 1%0 Name, am av Signature of President CEO Other Title.* Date: —12/'4/'2013 IT'Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 22 M&C Review Page I of 2 Official site ofthe City of Fort Worth,Texas AM FORTWORn T Y COUNCIL AGENDA COUNCIL ACTION,., Approved on 3/'4/2014 REFERENCE 01413ROADBAND ANTENNA DATE,- 3/4/2014 **C-26680 LOG NAME.- TRACKING SYSTEM (BATS) NETWORK CODEX- C TYPE.- CONSENT PUBLIC NO HEARING- SUBJECT: Authorize Professional Services Agreement with CTS Consolidated Telecom Services, LLC, for the Installation of a Broadband Antenna Tracking System lasing a Cooperative Contract for the Information Technology Solutions Department in the Amount Up to $335,853.82 and Approval to Use Grant Funds Awarded by the State of Texas Department of Public, Safety (ALL COUNCIL DISTRiCTS)l RECOMMENDATION,, It is recoimimended that the City Council authorize a Professional Services Agreement with CTS Consolidated Telecom Systems, I. for the installation of a Broadband Antenna Tracking System using the Texas Department of Information Resources, cooperative contract DI .--SLED-2058 for the Information Technology Solutions, Department in the amount up to $335,853.82 and approval to use grant,funds awarded by the State of Texas Department of Public Safety,. DISCUSSION: The City of Fort Worth's Information Technology Solutions Department maintains a mobile I communications center outfitted with radio system equ�ipment used for on-site support,of Police aflid Fire operations during significant events. For example, the center most recently was deployed to Texas Motor Speedway during NASCAR and IndyCar races. The installation of a Broadband Antenna Tracking System (BATS) will expand -the mobile communications, center capabilities to include secure reliable high-bandwidth broadband access from the event site to the City's enterprise network. Attaching to City"s network will enable on-site personnel to easily access City systems such as video as well as share data and information to support personnel at any C,ity site. This includes access,to WebEOC, the City's incident management system used to coordinate responses to significant events. Staff has examined similar systems and recommends installation by CTS Consolidated Telecom Services, LLCM. Studies conducted indicate the system will operate from most areas, inside the Fort Worth city limits including key sites Such as Texas Motor Speedway, Forest Park and Amon Carter Stadium at Texas Christian University. On November 11 7 2012, the City Council approved Mayor and Council Communication C-251968 accepting, UASI grant funds, to pay for programs to maintain and enhance local' capabilities to prepare for, prevent, respond,to and recover from acts of terrorism and natural diis,asters. Upon, approval from DPSj these grant funds will be used to pay for services under this Agreement. In order to meet deadlines for completion of the project, Staff recommends getting this agreement in place as soon as possible. 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. Texas, Department of Information Resources contracts http-//www.fortworthgov.org/couno*l iew.asp?ID=19370&coui-iciid,ate=3/4/2.. .1 _ packethiic rev' - 3/'6/2014 VIP 11VI&C Review Page 2 of 2 were competitively bid to increase and simplify the purchasing power of government entifies. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requ�irements was requested by the department and approved', by the MIWBE Office,, i'n accordance with the M�/WBE or BDE Ordinance, because the purchase of goods or services is from source(si)where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER -An Administrative Change Order or increaser ay be made by the City Manager for this Agreement in the am�ount, up to $50,0010.00, and does not req�uire specific City Council approval as liong as sufficient funds have been appropriated. FISCAL INFORMATIONXERTIFICATIO' N': 'Th�e Financial Management Services Director certifies that funds are available in the current Capital I B,u�dgiI et, as appropriated, of the Grants Fund. TO FundlAccount/Centers FROM Fund/Acc,oun,t/Centers � 1 GR76 539120 00444260,71:90, $3351853.82 .... ...... Susan Alanis (18180) Suibm 1`fted for City Manageir S, Office hy—.1 Or,*Iginating Department Head: Peter Anderson (8781) Additional Informat,ion Contact.- Alan Girton (8484) Steve Streiffert (2221) ATTACHMENTS l,i,tl,p-,,Hwww.f-olrtwortli,gov.org/c ti,ilc,iI packethtw eview.,ast)".ID---193701&co!ijj,,icildate,=3/4/2... 3/6/2014