HomeMy WebLinkAboutContract 46010 CONTRACT NO. . .UU
PROFESSIONAL SERVICES AGREEMENT
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 Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis,
its duly authorized Assistant City Manager, and Bick Group Inc., (the"Consultant"or"Contractor"),a
Missouri Corporation and acting by and through Tad Davies, its duly authorized Senior Vice President,
each individually referred to as a"party"and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
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—Payment Schedule
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.
The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers,
agents,employees,representatives, servants,contractors or subcontractors.
The term"City"shall include its officers, employees,agents,and representatives.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of assessing and analyzing the City's information data center to identify vulnerabilities that
affect the availability of data and recommend solutions that balance the City's mission-critical demands
with the practical requirements of the City's business to make the data center a secure and efficient
facility. 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. TERM.
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement ("Effective Date") and shall continue in full force and effect for one year ("Initial
Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the
Initial Term,this Agreement may be renewed at the option of the City for one additional team of one year
(a"Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least
thirty(30)days prior to the end of each term.
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3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $19,800 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. Convenience.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days'written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder,City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever,except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
4.3 Breach.
Subject to Section 29 herein, either party may terminate this 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 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. 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 disclosure to the City in writing.
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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 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, in which event,
Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
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.
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.
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8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - 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. 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 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. COPYRIGHT INFRINGEMENT - 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.
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
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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 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) Contractors Professional Liability
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims-made, with a retroactive or
prior acts date that is on or before the effective date of this 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 Requirements
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(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)
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received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
City of Fort Worth Bick
Attn: Susan Alanis,Assistant City Manager Attn: Tad Davies
1000 Throckmorton 3140 Riverport Tech Center Dr.
Fort Worth TX 76102-6311 Maryland Heights, MO 63043
Facsimile: (817)392-8654 Facsimile: (314)373-5704
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 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
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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.
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.
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. 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.
25. 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)days 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.
26. 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
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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.
27. NETWORK ACCESS.
27.1 City 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 execute and comply
with the City's then current Network Access Agreement.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System ("FIRS"),
Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or
National Fingerprint File ("NFF"), that is governed by and/or defined in Title 28, Code of Federal
Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of
criminal justice as defined therein on behalf of the City under this Agreement, Consultant shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall separately
execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination.
Consultant shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request,provide City with copies of all I-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 this 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, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
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matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve
the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may
submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be
agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees;
however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the
dispute through mediation,then either party shall have the right to exercise any and all remedies available
under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a
dispute in accordance with this informal dispute resolution process,the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the dispute.
Either party may,before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where
such relief is necessary to protect its interests.
30. REPORTING REQUIREMENTS
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input,output,processing,storage,or communication facilities that are
connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business,
installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,
hardware,and maintenance services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing
services pursuant to this Agreement, views an image on a computer that is or appears to be child
pornography, Consultant shall immediately report the discovery of the image to the City and to a local or
state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited
Children. The report must include the name and address of the owner or person claiming a right to
possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report
required herein may result in criminal and/or civil penalties.
31. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any
amendment(s)hereto,may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
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Exhibit "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.
IN ITN S WHEREOF, he parties hereto have executed this Agreement in multiples thisday
of ZO
ACCEPTED AND AGREED:
CITY OF FORT WORTH: NANIE/O6�F /C NSULTANT:
B L
By: '
s y'-
Alanis Tad Davies
Assistant City Manager Senior lVice
[�President
Date: i �� 20� f OR ate:
A'TTES L-8 g EST:
°
% a�
By:
ary r °O°00°00°°°° y:
City Secr tary �EXAD
APPROVED AS TO FORM AND
LEGALITY:
Maleshia B. Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:
Date Approved:
M
M
,T OFFICIAL RECORD
° CITY SECRETARY
a
`--) FT. WORTH,TX
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EXHIBIT A
STATEMENT OF WORK
STEP I
Scope of Work-Define
® � During the first phase we begin to develop an understanding of
current state and your future plans. This begins by requesting
and reviewing City of Fort Worth's information about the data
center. We will follow up this effort with interviews of key
personnel. During the interview sessions,we will also determine the
value attributes that are most important from a business,and
—- - -—-— - - technology perspective. This information builds the foundation for
the optimal solution. We use the work completed in this phase as a
foundation for decision-making when considering the possible risk
issues that could affect availability at the data centers.
Through a collaborative process with City of Fort Worth stakeholders,we force-rank the priorities
for the optimal Infrastructure solution.This provides guidance as we evaluate and prioritize risk issues.
In this exercise we consider the following key value attributes:
• Available:Uptime
• Resilient:Resistance to failure
• Responsive:Amount of time it takes to compute and deliver a response back to end user
• Secure:Safe from intrusion,tampering or theft
• Scalable:Responsive to business requirement growth
• Sustainable:Capable of being continued with minimal impact on the environment
• Efficient:Maximizes energy utilization
• Capital Intensive:Requires capital
• Operating Costs:P&L impact
Scope
Initial Data Gathering We will request information about your data center in the form of a written
Request for Information. The purpose is to gather and analyze data about existing conditions and plans
before our site visit.
Stakeholder Interviews Guided discussions will be held with City of Fort Worth IT and facilities
personnel during our site survey visit.The purpose here is to gain a detailed understanding of the existing
data center infrastructure and stakeholder concerns regarding potential risks.
IT Planning Review Bick supplements the interviews by reviewing relevant planning and IT strategy
documentation that might require a change to the data center infrastructure.
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STEP II
Scope of Work- Frame
During the frame phase Bick Group will gather detailed
information on the data center and evaluates findings.
iswes b nerommedana,s Moc
Through observation,measurement and investigation,data is
collected relative to the critical systems,infrastructure and
operations of the data center. A Bick team will conduct a
rt�Ml.b.w,.rrt�
survey of the City of Fort Worth Data Center to assess the
-- -•--t °" current state of the facility infrastructure. Here we look for
single points of failure amongst the systems deployed and
determine the level of resiliency of the data center.
Scope
Site Visit We will survey site conditions focusing upon aspects that could affect data center
infrastructure.
Architectural We will analyze space allocation and architectural components of the data center
including:
a. Space planning and allocation
b. Adjacencies
c. Rack layout
d. General construction
e. Partition types/egress
f. Sub-floor,ceiling,and above-ceiling conditions
g. Room seal integrity and fire resistance
h. Access floor condition and loading
Electrical We will review the electrical power-train. This includes review of the utility service and
distribution for data center electrical system,power protection elements such as generator,UPS,and
surge suppression systems. The review will also survey downstream distribution methodologies,
including PDU(power distribution),RDC(remote distribution),branch circuits,and grounding practices.
We will review the current state load and capacity as well as consider future state requirements.
Mechanical We will review mechanical systems and plumbing for the data center and data center
electrical support room(s). Focus areas will include data center cooling methodologies,heat rejection
systems,control schemes,piping and cooling efficiency.
Airflow distribution will also be considered. This includes efficient distribution and return strategies,
including hot aisle/cold aisle supply and return distribution,bypass air,and containment strategies will
be assessed.
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Fire Protection We will assess the physical environment of the existing data centers as it relates
to fire ratings,combustibles,room integrity,and the classification of hazard(s). We consider what is in
each space that supports data center operations. Detection and suppression systems will also be reviewed
to the extent they are present:
a. Water suppression systems
b. Gas agent fire suppression system
c. Hand-held fire extinguishers
d. Fire suppression/Smoke detection system
e. Early warning detection
Systems Site monitoring systems will be reviewed to establish the effect upon availability.
Historical records will be reviewed,if available,to ascertain risk issues.
Current state will be reviewed around the systems related to the security of the data centers,
coordinated with overall building security system including: card access readers and logging system,
digital CCTV camera and recording system,and cable tray systems.
Standards Each of the disciplines above are reviewed with respect to data center best practices and
criteria/standards such as: Owner's Company Standards;Quality Design Criteria;Relevant Building
Codes;Local Codes,Industry Practices—BICSI;TIA-942;ASHRAE; Performance Requirements;New
Technology Developments;Authority Having Jurisdiction;and Insurance Carver Requirements.
STEP III
Scope of Work- Solve
The work that has been completed to this point provides the
foundation for identifying issue and subsequent recommendations
_ that could impact City of Fort Worth IT availability. During this
46- 7 phase Bick will develop scorecards and recommendations listing
___ issues by disciplines. At the completion of this phase,the City of Fort
Worth team will have sufficient information to make decisions
- - regarding possible improvements to both data centers.
Scope
Report Development We will produce a written report of our findings. The report will contain the
following contents:
Executive Summary
Voice of the Business
Facility at a Glance
Architectural
Electrical
Mechanical
Fire Protection
Systems
Recommendations
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Score-carding A score-card will be produced that provides an executive overview of our professional
opinion of the data center. Categories will reflect the disciplines listed in the Frame section above.
Listing of Recommendations Bick's team will produce a written narrative listing of issues by major
discipline that could adversely impact the data center.
Budgeting We will develop high-level budgets associated with the remediation of risk issues
identified.
Gate review Bick will facilitate a gate review via WebEx with City of Fort Worth stakeholders and
provide a preview of our deliverable. This will enable participants to provide feedback as to the content
and structure of the final report.
Final Presentation Bick will facilitate via WebEx a presentation with City of Fort Worth
stakeholders to present our findings.
Deliverables
The deliverable is a report,which will include:
• Stakeholder interviews
• Value curve showing stakeholder priorities
• Survey documentation-field survey forms,photos,etc.
• Infrastructure scorecard by discipline-architectural,mechanical, electrical,plumbing,fire
protection,airflow,monitoring,fire protection,security,and facility operations
• Commentaries regarding each risk issue
• Corresponding budgets for remediation
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EXHIBIT B
PAYMENT SCHEDULE
The City shall pay Consultant an amount not to exceed$19,800 in accordance with the provisions of this
Agreement and the Payment Schedule below.No payment shall be made prior to the City's acceptance of
the services in accordance with Section 26 of this Agreement. Consultant shall invoice City for services
actually rendered and accepted. The City shall pay all invoices within 30 days of receipt of the invoice,
provided such milestone has been approved and accepted by the City pursuant to this Agreement.
Payment#1 —Upon acceptance of Step I,Define Phase $4,950.00
Payment#2—Upon acceptance of Step 11,Frame Phase $6,930.00
Payment#3—Upon acceptance of Step III,Solve Phase $7,920.00
Total $19,800.00
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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: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments,including
penalties:
Approved Payment Amount:
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EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Bick Group Inc.
Legal Address: 3140 Riverport Tech Center Drive,Maryland Heights,MO 63043
Services to be provided: Data Center Assessment
Execution of this Signature Verification Form("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company 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 properly executed by the Company.
1. Name:Tad Davies
Position: S nior Vice President
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title: Zktr. VA- (JN,
Date: /g?—/P
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