HomeMy WebLinkAboutContract 30232 `,ITS' SECRETARYY�,0
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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 Charles Boswell, its duly authorized Assistant City Manager, and COMPUTER
SPECIALISTS, INC. ("Consultant" or "CSI") a Delaware corporation with its principal place
of business at 903 Wind River Lane Suite 100, Gaithersburg, Maryland 20878, and with
regional headquarter offices in Irving, Texas and acting by and through Jeff Silverman, its duly
authorized Regional Director.
1. Scope of Services.
Consultant hereby agrees to provide the City with professional consulting services for
maintenance of mainframe computer peripheral and related equipment. Attached hereto and
incorporated herein for all purposes incident to this Agreement is "Exhibit A" describing the
Statement of Work.
2. Term.
This Agreement shall commence on the last day executed by all parties ("Effective
Date") and terminate February 28, 2005 with options to renew for two additional one-year
periods.
3. Compensation.
The City shall pay Consultant an amount not to exceed $107,875.08 for all services
rendered in accordance with the provisions of this Agreement. 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 costs or expenses incurred by Consultant not specified by this Agreement
unless the City first approves such costs and expenses in writing.
4. Termination.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with thirty (30) days written notice of such
termination.
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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 shall 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 for which funds
have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the
City shall pay Consultant for services actually rendered as of 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.
5. Disclosure of Conflicts and Confidential Information.
Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's scope of services
and or proposed services to be rendered under this Agreement. In the event that any conflicts
of interest arise after the Effective Date of this Agreement, Consultant hereby agrees to
immediately make full disclosure to the City in writing of such conflict. Consultant, for itself and
its officers, agents and employees, further agrees that it shall treat all information provided to
it by the City as confidential and shall not disclose any such information to a third party without
the prior written approval of the City.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this contract, 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 Agreement. Consultant agrees that the City shall have access
during normal working hours to all necessary Consultant facilities and shall be provided
adequate and appropriate workspace 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, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such
subcontractor involving transactions related to the subcontract, and further that City shall have
access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended
audits.
7. Independent Contractor.
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It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, 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.
8. Liability and Indemnification.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Assignment and Subcontracting.
Neither party shall assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the other party. Any attempted assignment
or transfer of all or any party hereof without such prior written consent shall be void. If the City
grants such consent, the assignee or subcontractor shall execute a written agreement with the
Consultant under which the assignee or subcontractor agrees to be bound by the duties and
obligations of the Consultant under this Agreement as applicable.
10. Compliance with Laws, Ordinances, Rules and Regulations.
Consultant agrees to comply with all federal, state and local laws, ordinances, rules and
regulations, including the Charter and all ordinances, rules and regulations of the City in its
performance of services under this Agreement. If the City notifies Consultant of any violation
of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and
correct the violation.
11. 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.
12. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
City of Fort Worth/IT Solutions Computer Specialists, Inc.
1000 Throckmorton Street 2809 W. Airport Freeway
Fort Worth, TX 76102-6311 Irving, TX 75062
Facsimile: (817) 392-8654 Facsimile: (214) 441-0967
13. Solicitation of Employees.
Neither the City nor Consultant shall, during the term of this agreement and additionally
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.
14. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers.
15. 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.
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16. Applicable Law, Venue and Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or
the United States District Court for the Northern District of Texas, Fort Worth Division.
17. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by any
court of competent jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired.
18. 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
(force majeure), including, but not limited to, compliance with any government law, ordinance
or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters,
wars, riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other similar causes.
19. Headings Not Controlling.
Headings and titles used in this Agreement are for convenience and reference purposes
only and shall not be deemed a part of this Agreement and are not intended to define or limit
the scope of any provision herein.
20. 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.
21. Third Party Beneficiaries.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Consultant, and either party's lawful assignee or successor in interest, and are not intended to
create any rights, contractual or otherwise, to any other person or entity.
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20. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of 12004.
CITY OF FORT WORTH: COMPUTER SPECIALISTS, INC.:
_
By: 6ZBy:V//-,
Charles R. Boswell ilverman
Assistant City Manager conal Director
Date d 7 Date: c P
ATTEST: ATTEST:
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1 4i'L
By: J9,V'A . �,� By: � l
City cretary Regional Service Delivery Manager
Date: ri-ate Date:
APPROVED AS TO FORM AND
LEGALITY:
By: lMtaw-�-k
Assistantity Attorney
Date:
Contract Aut orizatiox
Date
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"EXHIBIT A"
Statement of Work
MAINFRAME PERIPHERAL SUPPORT
1. Service Level Agreement
Computer Specialists, Inc (CSI) will provide the City of Fort Worth ("Customer" or "City")
continuous support coverage on a twenty-four (24) hour a day seven (7) day a week basis for
the entire term of this Agreement and any applicable renewal terms.
1.1 Response Time
a) A CSI technician or dispatcher will respond by telephone within thirty (30)
minutes to the Customer to complete over the phone troubleshooting.
b) CSI shall provide support for those systems and components that have
Remote Diagnostic capability in the manner described in this section.
C) If CSI is unable to troubleshoot and correct the problem or malfunction
over the phone, a CSI technician will arrive on-site within two (2) hours
from the time of receiving the Customer's call.
d) CSI shall use its best efforts to accommodate the City's priority one calls
by arriving on-site within one (1) hour. However, CSI does assure arrival
for all like calls within the two (2) hour on-site response time. The
designation of priority for all calls will be reasonably determined by the
City.
e) Please refer to CSI's Escalation Procedures below:
CSI ESCALATION PROCEDURES
System Down:
1 Field Engineer starts problem determination
2 After one hour Notify Tech Support
3 After two hours Notify Field Manager
4 After four hours Tech Support on Site
5 After eight hours Call in Original Equipment Manufactory
Control Unit/Or Critical Device:
6 Field Engineering starts problem determination
7 After one hour Notify Area Specialist
8 After two hours Notify Tech Support
9 After four hours Notify Field Manager/Area Specialist on
Site
10 After eight hours Tech Support on site
Device Down:
11 Field Engineering starts problem determination
12 After four hours Notify Area Specialist
13 After eight hours Notify Tech Support
Intermittent or Repeat Calls:
14 Field Engineering starts problem determination
15 After second occurrence Notify Area Specialist
16 After third occurrence Notify Tech Support/Notify Field
Manager
1.2 Warranty/Out of Warranty
a) All pricing includes labor, parts and travel expenses required to restore
any failed machine to its proper operation.
b) In the event a failed piece of equipment cannot be repaired within six (6)
hours from the initial time CSI is notified of such failure, CSI will provide
the City with loaner equipment of equal value and functionality until such
time that the original equipment is repaired.
C) All parts used in maintenance will meet the Manufacturer's minimum
specifications.
1.3 Loaner Equipment
Loaner equipment of equal value and functionality, including the equipment's
installation and subsequent de-installation, shall be provided by CSI as
referenced in 1.2.b above.
2. Equipment to be Maintained
Current inventory to be covered under maintenance agreement:
CURRENT CFW MAINFRAME EQUIPMENT INVENTORY
CATEGORY MODEL QTY
Front End Processor *IBM 3745-170 1
Channel Extender *IBM 3044-001 4
*IBM 3044-D01 2
Controllers *IBM 3174-01L 8
*IBM 3174-01R 7
*IBM 3274-41A 2
*IBM 3274-41C 9
*IBM 3274-41 D 3
*IBM 3274-61C 5
*TELEX 274-C 1
Modems I *Codex 2640 3- _
*GDC 9600 QPS 13
CURRENT CFW MAINFRAME EQUIPMENT INVENTORY
CATEGORY MODEL QTY
*GDC 9600SP 2
*IBM 7861-015 3
Monitors IBM 3151 1
IBM 3179 9
IBM 3278-2 1
IBM 3279 1
IDEA 9292-2F 2
IDEA 9292C+ 15
MEMOREX 1472 4
MEMOREX 1472-DS 1
MEMOREX 1472-DS 1
MEMOREX 14M 2
MEMOREX 2178 3
TELEX 078 3
TELEX 178 1
Printers BROTHER M-1924L 1
COURIER 6034 1
DATA PRODUCTS 8072 1
DECISION DATA 424-20 1
IBM 3287 1
IBM 3287-002 1
IBM 4224 5
IBM 4224-02 1
IBM 4224-2 1
*IBM 4245-20 1
IDEA 13134-01 1
IDEA 8900B 1
MEMOREX 1187 13
MEMOREX 1324 4
MEMOREX 2062-SCI 1
PRINTEK 4500 2
PRINTRONIX P5005B 6
TELEX 187 2
TELEX 262 1
TELEX 287-D2 20
Tape Drives *IBM 3490-1340 1
*IBM 3490-A20 1
*IBM 3480-A22 1
*IBM 3480-1322 4
*IBM 3590-A14 1
*IBM 3590-B11 4
CURRENT CFW MAINFRAME EQUIPMENT INVENTORY
CATEGORY I MODEL QTY
*IBM 3590-A60 1
*Noted as priority equipment-CSI shall use best effort to respond
Equipment may be added or deleted with or without notice. For additions, the City will
give at least 30 days notice to add equipment onto the Schedule A. For deletions, the
City will give at least 30 days notice to remove equipment.
Equipment may be located at the following sites (within City Limits)
NPD#2 3457 Decatur
NPD#8 1000 W Magnolia
NPD#12 2509 Merrick St
Police North 2500 N Houston
Police South 3128 W Bolt St
Downtown Service Center 1013 Cherry St
Southside Service Center 4100 Columbus Trail
Water Department 1008 11 Avenue
Holly Plant 2201 W Da et St
Public Health 1800 University
Police East 5650 East Lancaster St
Police West 3525 Mar uita Dr.
CACU 908 Southland Avenue
Police Auto Pound 1301 Northside Dr
Police Gang Unit 1000 Calvert
Background Investigation 1000 Calvert
Jim Lollar 6200 Airport Frw
Brennan St Service Center 2500 Brennan St
Tire Shop 2950 Bolt St
Warehouse 3409 Harley
General Services 3409 Harley
TCU Storefront 2900 W Berry
Corrections Center 100 N Lamar
Police Department 350 W Belknap
Equipment Room 3000 Bolt St
Alarms Office 3000 Bolt St
Police Information 3000 Bolt St
City Hall 1000 Throckmorton
3. Preventive Maintenance Schedule/Service
CSI agrees to regularly schedule preventative maintenance based upon OEM guidelines for the
equipment as set forth in Section 2 above.
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3.1 CSI will meet with those employees designated by the City, which include but is
not limited to members of the City's Information Technology ("IT") Management
and or Operations Management teams in order to discuss, agree, and create a
master preventive maintenance plan to include scheduling, reporting,
communications, parts replacement recommendations and any other
components deemed necessary by the City.
3.2 CSI will perform preventative maintenance while on-site, and will provide further
maintenance services for any device that requires troubleshooting and or repair
as deemed necessary by the City.
4. Disposal of Equipment
All equipment referenced herein which is no longer of any use to the City shall be disposed of in
a manner that meets environmental and City requirements concerning material disposal.
5. Customer Service
5.1 Customer Management/Account Management Communications
CSI local delivery and senior account management shall establish effective
ongoing communications with the City. CSI shall attend on-site meetings with the
City's designated management team for the following purposes:
a) To set introductory customer service expectations and to review the City's
service level agreement;
b) To review Customer technical operations and CSI field delivery
management and on-site services;
C) To review monthly customer and local CSI account management
procedures to assure services are being provided to the satisfaction of
the City;
d) CSI shall participate in post-problem resolution conference calls between
the City's IT Solutions Managers, or any other employees as deemed
necessary by the City, and CSI account management team.
5.2 Ongoing Customer Service Expectation Measurement
a) A CSI customer account manager shall visit with the City's management
team a minimum of once per calendar quarter to review original City
expectations and to assure all service levels are being met or exceeded.
b) If any service level is not being maintained to the satisfaction of the City,
the City shall give CSI notice of such fact, and the problem shall be
immediately addressed by CSI by providing the City with a documented
plan of action to cure the problem which shall include but not be limited to
attainable milestones and objectives reviewed with and subject to the
approval of the City.
5.3 Excess Spare Inventory Retention and Availability
CSI shall retain an appropriate spare part inventory to meet the needs and
requirements of the City in its Irving logistics depot to assure all service levels
are being met.
6.0 Reporting
CSI shall provide the City with a comprehensive set of maintenance services reports and shall
have thorough working knowledge and understanding of the City's requirements. All reports
referenced in 6.1 — 6.3 below shall be made available to the City in multiple hard copy form or
soft copy format which can be delivered via electronic means based on the City's desired
frequency and distribution list provided to CSI throughout the duration of this Agreement and for
any applicable renewals.
6.1 Ad Hoc Reports — preferred on-line
a) Master Equipment Inventory (cumulative)
b) Vendor Case Transfer
6.2 Monthly Reports (cumulative)
a) Performance Metrics
b) Equipment Failure and Replacement
C) Out of service monthly report
6.3 Yearly Reports
a) Inventory Report
7.0 RESPONSIBILITY OF THE CITY OF FORT WORTH
7.1 City shall provide CSI with full and free access to the equipment and a safe place
in which to perform services under this Agreement. If persons other than CSI
service representatives repair, modify or perform any maintenance service on
any item of equipment covered by this Agreement, and as a result thereof,
maintenance service by CSI is required to restore the equipment to good
operating condition, such maintenance service will be made at the applicable CSI
per call rates and terms then in effect.
7.2 The City shall notify CSI's maintenance personnel upon equipment failure and
shall allow CSI full and free access to the equipment subject to the City's
standard business processes and procedures.
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7.3 It is the responsibility of the City to ensure that all of its files are adequately
duplicated and documented. CSI will not be responsible for the City's failure to
do so, nor for the cost of reconstructing data stored on disk files, tapes,
memories, etc., lost during the course of performance of maintenance service, or
due to equipment or program malfunction, unless such loss is due to the
negligence of CSI, its officers, employees, agents, or representatives.
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 2/24/2004
DATE: Tuesday, February 24, 2004
LOG NAME: 13PO03-0252 REFERENCE NO.: P-9921
SUBJECT:
Joint Purchase Agreement for Mainframe Computer Equipment Maintenance with Computer
Specialists, Inc. and Business Enterprise Services, Inc. d/b/a e.Content Solutions for the Information
Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a joint purchase agreement for mainframe computer peripheral equipment maintenance with
Computer Specialists, Inc. and Business Enterprise Services, Inc. d/b/a e.Content Solutions; and
2. Reject the proposals for off-site secure storage of magnetic tape media; and
3. Authorize the purchase agreement to begin March 1, 2004, and expire February 28, 2005, with options
to renew for two additional one-year periods.
DISCUSSION:
In October 2003, a Request for Proposal (RFP) was issued for maintenance of mainframe computer
peripheral equipment and for off-site storage of magnetic tapes. There were three responses. For the
equipment maintenance portion of the RFP, the criteria for best value offered included:
. Experience of the firm; and
. Proposed contract price; and
• Compatibility with the Information Technology Solutions Department processes; and
. Technical support capabilities; and
. Customer service.
The maintenance of the mainframe peripheral devices is a service that is necessary twenty-four hours per
day, seven days a week. Although the amount of mainframe equipment the City still has in use is
diminishing, there are still critical systems in place. For this portion of the RFP, three vendors submitted
proposals. The three vendors are Computer Specialists, Inc. (CSI), Data Applications Corporation (DAC),
and DecisionOne Corporation. CSI, the recommended vendor, warehouses all the equipment that may be
needed for replacement, and the number of technicians available to provide service is greater than those of
the other vendors. The vendor will also work with staff on a preventive maintenance schedule. It is
estimated that the City will spend approximately $9,900 per month for maintenance of the equipment.
Staff recommends rejection of the portion of the RFP for off-site secure storage of magnetic tape
media. The Information Technology Solutions Department will evaluate other solutions while continuing to
provide tape storage at the City's Bolt Street facility.
Logname: 13PO03-0252 Pate 1 of 2
BID ADVERTISEMENT- This bid was advertised in the Commercial Recorder on October 15, 2003. Three
vendors submitted proposals.
M/WBE — Computer Specialists, Inc. and Business Enterprise Services, Inc. d/b/a•e.Content Solutions is in
compliance with the City's MNVBE Ordinance by committing to a Joint Venture. The MNVBE participation
on this contract is 30%.
RENEWAL OPTIONS - This agreement may be renewed for up to two successive one-year terms at the
City's option. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Information Systems Fund.
BQN\003-0252\LGS
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 539120 0043020 $65,616.00
Submitted for City Manager's Office by: Richard Zavala (6183)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
Kate Yarhouse (8465)
Logname: 13P003-0252 Pate 2 of 2