HomeMy WebLinkAboutContract 46273 PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITE'OF FORT WORTH (the"City"),a Texas home rule municipal corporation,
acting by and through Susan Alanis,its duly authorized Assistant City Manager, and Scientel Wireless,
LLC, (the "Consultant" or "Contractor"), a Delaware Company and acting by and through Nelson C.
Santos, its duly authorized Member and 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—Network Access Agreement
6. Exhibit E—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 the support and maintenance of the City's ALU MDR8000 Public Safety Microwave and
MPLS Network. 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 5 years ("Initial Tenn"),
unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial
Tenn, this Agreement may be renewed at the option of the City for two additional terns, three and two
year terns respectively(each a"Renewal Term"). The City shall provide Consultant with written notice
of its intent to renew at least ninety(90) days prior to the end of each tern.
3. COMPENSATION. OFFICIAL RECORD
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The City shall pay Consultant an amount not to exceed $2,097,695.25 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit"D,"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. TEIPMINATION.
4.1. Convenience.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 90 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 tenninated 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 tennination. Upon tennination 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 COPIFIDENTIAL 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.
5.2 Confidential Information. Consultant, for itself and its officers, agents and employees,
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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. City 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 at least seven
(7) days' written notice of any intended audits, which audits shall be conducted during nornal
business hours in a manner which will not disrupt the business of the Consultant. All costs
associated with an audit shall be the sole responsibility of the City. Consultant further agrees to
include in all its subcontractor agreements hereunder a provision to the effect that the
subcontractor agrees that the City shall have the same audit rights granted hereunder in this
Section 6 for any subcontractor who performs services pursuant to this Agreement.
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 responcleat
superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further
agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between
City and Consultant. It is further understood that the City shall in no way be considered a Co-employer
or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of
Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of
Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,
agents,servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - 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 FIND OR CHARACTER, WHETHER REAL
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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.
D. 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) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Consultant warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs,
documentation, software, analyses, applications, methods, ways, and processes (in this Section SC
each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not
infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any
intellectual property rights or other third party proprietary rights, in the performance of services
under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or the City's continued use of
the Deliverable(s)hereunder.
(iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including
the payment of attorney's fees, any claim or action against the City for infringement of any patent,
copyright, trade mark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if the City
modifies or misuses the Deliverable(s). So long as Consultant bears the cost and expense of
payment for claims or actions against the City pursuant to this section S, Consultant shall have the
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; however, City shall have the right to fully
participate in any and all such settlement,negotiations,or lawsuit as necessary to protect the City's
interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or action
brought against the City for infringement arising under this Agreement, the City 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; however, Consultant shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs
or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If
the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or
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restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Consultant shall, at its oven expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make
them/it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate
this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which
termination City may seek any and all remedies available to City under law. CONSULTANT'S
OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE
COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF 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, which consent shall not be unreasonably
withheld or delayed. Any such assignment or subcontract shall not relieve Consultant of any of its
obligations under this Agreement. If the City grants consent to an assignment, the assignee shall execute
a written agreement with the City and the Consultant under which the assignee agrees to be bound by the
duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly
liable for all obligations of the Consultant under this Agreement prior to the effective date of the
assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written
agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to
be bound by the duties and obligations of the Consultant under this Agreement as such duties and
obligations may apply. The Consultant shall provide the City with a fully executed copy of any such
subcontract.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to
do business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coveras4e in the amount of $4,000,000. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance with a combined limit of not less than$1,000,000 per occurrence.
I Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the
amount required by statute.
5. Technology Liability(Errors &Omissions)
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form
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provision and shall include coverage for personal and advertising injury. The umbrella policy
shall cover amounts for any claims not covered by the primary Technology Liability policy.
Defense costs shall be outside the limits of liability.
(a) Coverage shall include,but not be limited 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
(v) Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of Deliverables,
Software or Services provided by Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability(CGL)policy, a separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all
other requirements. Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will
be the sole responsibility of the Consultant and may not exceed $50,000 without the written
approval of the City. Coverage shall be claims-inade, with a retroactive or prior acts date that is
on or before the effective date of this Agreement. 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, or a full copy of the policy if requested, shall be submitted to
the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
1. All applicable 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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
3. 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 Throcklnorton,
Fort Worth,Texas 76102,with copies to the City Attorney at the same address.
4. 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.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
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6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to and approved by the City's Risk Management Division prior to execution of 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 detennined
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:
City of Fort Worth Scientel Wireless,LLC
Attn: Susan Alanis,Assistant City Manager Attn:Nelson C. Santos
1000 Throckrnorton 948 Springer Drive
Fort Worth TX 76102-6311 Lombard, IL 60148
Facsimile: (817) 392-8654 630-652-3805
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the tern 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 tern 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.
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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 inmiunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any tern 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. SEVERADII,ITV.
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 unpaired.
19. FORCE MA.IEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
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.
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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 conforin 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 deterinine their acceptability and signify
acceptance by execution of the Milestone Acceptance Forin, 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 Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein
for all purposes.
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
inforination 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
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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. IMMIGRATI®N 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 RESOLUTI®N.
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 fast 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
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
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defined by Section 43.25 of the Texas Penal Code.
Cwnputer 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 pernitted 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
Exhibit "E" 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.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this day
of 20j t�.
ACCEPTED AND AGREED:
CITY OF T WORTH: SCIENTEL WIRELESS,LLC:
By:
Svkan 41nis
Assistant City Manager By: IJQ
IF am e:Nelson C Santos
Date: 'l 1a'0 Q �®� e:Member and President
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ATTEST: g
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By. �Mary J.I ��° AS _
City Secreta
By:
chard Seiff
APPROVED AS TO FORM AND Vice President
LEGALITY:
By. Maleshi B.Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: C —;—J
Date Approved: ( .10
OFFICIAL RECORD
CIVY SECRETARY
FT.WORTH,TX
IT Professional Services Agreement Revised Septemberl,2013
Scientel Wireless,LLC
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EXHIBIT A
STATEMENT OF WORK
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E 1, F, 5 - 1, L
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LONG TERM SUPPORT AND
MAINTENANCE AGREEMENT
FOR
CITY OF FORT WORTH ALU MDR8000
MICROWAVE AND ALU MPLS NETWORK
Prepared For
R)RT'N()RIJ 111
Alan Girton, CISM
Senior Manager
Security/CommuniGations
City of Fort Worth
Office-(817) 392-8484
Scientel Wireless Bid Ref. No.2013588-R3
Issue 2.4
Dated: October 21, 2014
Prepared by:
Joe Mancino
Scientel Wireless, 1120 Jupiter Rd,Suite 100,Plano,TX 75074
IT Professional Services Agreement Revised September],2013
Scientel Wireless,LLC
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SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort Worth ALU MDR8000 Miand KVPLGNetwork
Contents
1. |mTROoDOT(oN-..............................................................................................2
2. EQUIPMENT SUPPORTED....... -- ..............................................................2
3. CALL-OUTS AND CORRECTIVE MAINTENANCE ~.._..—~.--.-........J
4. SUPPORT PROCEDURE..................................................................................o
s. RESPONSE TIME TASLE..........~......................~..........................4
6. NETWORK MONITORING............................................ .....................~.......4
7. NETWORK&VALA8ILRY AND PERFORMANCE T/VRoETG............... _'5
S. ASSUMPTIONS.........................—. ............-.......,.-__-........
_.-�
e. RATES FOR FORGE MAJEURsQ NON-WARRANTY RELATED ITEMS.........*
iu MAINTENANCE OBJECTIVE&SCOPE Op WORK..........-- ..........................$
it MAINTENANCE PROCEDURE...........................................................................
INFRASTRUCTURE--...- ......---........ ....... ...... ................. ---------7
NETWORK SOFTWARE.... -------- ...... .........-..... .....-....... -----...o
12. SYSTEM REPAIRS......... ................... ...... .... ......... ....~............................V
13' LIMITATIONS AND EXoLUs|oNn ...._-............ -__..................... -_'o
14. TERMS AND CONDITIONS.................................................. ............... 1O
15. RECORDS.......... ........................................... ... ................... ..............10
16. NETWORKING PROVISK}NNG-.......... — ........_-.................................1O
17. PRICING................................_-...—.'_ .........
..-_''--.__.—_i1
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SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort Worth ALU MDR8000 Microwave and MPLS Network
1, INTRODUCTION
• This Support and Maintenance Agreement ("Agreement") is between Scientel
Wireless, LLC ('Scientel") and the City of Ft. Worth MPLS/Microwave network ("End
User').
• The project involves the operation, maintenance and continuing support of the End
User's ALU MDR8000 Microwave Radio and MPLS Network located throughout the
City of tort Worth and surrounding areas. The End User's ALU MDR8000
Microwave Radio and MPLS Network is defined as the interconnected microwave
radio and MPLS equipment connecting Westland 6, North Beach Tower, Eagle
Mountain Tower, Bolt Street Tower, Rolling Hills Tower, Public Safety Building, Holly
Tower, Burnet Plaza Building, and Bergh 1 &2(the"System").
• This Agreement covers the following annual terms:
• Years 1-5 (01/0112015-12/3112019)
• Optional years 6-8(01101/2020-12/31/2022)
Optional years 9-10(01101/2023-1213112024)
• The objective of the support and maintenance program and the services provided by
Scientel to City of Fort Worth hereunder(the"Maintenance and Support Services")is
to assure that the System continues to perform at peak functionality and that the
integrity of the installed microwave and MPLS hardware remains fully functional.
• Provides advanced MPLS data connectivity between radio tower sites.
• Provides analog circuit connectivity between city sites.
2.. EQUIPMENT SUPPORTED
• Ten(10) Microwave Links
c Eight(8)6 GHz Alcatel-Lucent MDR8000s
Two(2) 11 GHz Alcatel-Lucent MDR8000s
• One(1)ALU MPLS 7750 SR and fourteen(13)7705 SAR-8
• One(1)5620 SAM
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FoRTIVORTji
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SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort Worth ALU MDR8000 Microwave and MPLS Network
3.
CALL-GUTS AND CORRECTIVE MAINTENANCE
• Scientel will respond to all emergency failures (e.g., total System, Complete
site, or critical circuit outages) of the System on a 24 hour, 7 days per week
basis.
• Scientel will provide on-Call technical repair response on a 24x7x365
(Central Time) basis by calling the Scientel Support Cali Center who shall
contact the Scientel On-Call technicians.
• Once a trouble call is generated to the Scientel office or Scientel Support Call
Center, Scientel will track the trouble call and will escalate such call to the
next level responder in the event the initial responder does not confirm
receipt of the trouble call. Using an escalating response procedure
guarantees initial contact will be made with Scientel's technicians within the
required response time.
• Upon notification to the on-call technician; the technician will respond within
the required response window. If additional support is required, Scientel will
utilize a team based regionally that is fully trained and equipped to maintain
the applicable equipment and resolve any System issues after a disaster or
emergency situation.
4. SUPPORT PROCEDURE
Upon receipt of notification of an issue from Fort Worth, Scientel will utilize,
categorize and troubleshoot the problem or failure as necessary. Scientel
technicians will determine the severity level of the problem and respond based on
the response time table noted in Section 5. Fort Worth will be acting as the Level T
Call Center with Scientel Wireless providing Level 2&3 support.
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SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort Worth ALU MDR8000[Microwave and MPLS Network
5. RESPONSE TIME TABLE
e
Issues that cause 100%outages of any
designated critical circuits, one or more Within 2 hours
Priority 0 communication sites,or two(2)or more 95%' of the time
microwave links.
I Within 24 hours
Issues that cause a 100%failure of [ 80°l0 of the time
Priority 1 within 1 business
one(1) microwave link
day 100%of the i
time
Within 1 business
Issues causing non-outage microwave link day 80%of the
Priority 2 failure. 100%failures of designated non- time within 2
priority circuits business days
100%of the time
Within 2 business
Cosmetic or information microwave ' days 80%of the
Priority 3 issues. 100%failure of designated non- time within 4
essential T-1 and Ethernet circuits I business days
j 108%of the time
Non-system affecting scheduled Agreed on case
Priority 4 events. (Preventative maintenance, by case basis
---- --- -------provisional changes)
6. NETWORK MONITORING
As part of the Maintenance and Support Services, Scientel shall
• Provide network monitoring services, which will include the monitoring of all
devices listed in Section 2 of this document and associated RE equipment in
the System via Scientel's Management System.
• Monitor the System from its Operation Center in Lombards IL
• Provide to Client direct access to Scientel's Ticketing System, which will allow
Client to view current status of all tickets.
• Provide dedicated and private T1 to Client's network from Scientel NtOC.
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SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort Worth ALU MDR8000 Microwave and MPLS Network
7. NETWORK AVAILABILITY AND PERFORMANCE TARGETS
The Microwave Path was designed to achieve a Per Path Availability of?99.999%
<5.26 minutes outage per year.
8. ASSUMPTIONS
• Network performance service levels encompass end to end System devices only.
No customer supplied devices(excluding devices purchased for Client by Scientel in
connection with the System)are considered in this measurement.(i,e.servers, etc.).
• The demarcation points for this network are the T1 RJ-45 patch panel and the
Ethernet port cards on the 7750705 located at North Beach Tower, Eagle
Mountain Tower, Bolt Street Tower, Rolling Hills Tower, Public Safety Building, Holly
Tower, Burnet Plaza building,Westland 6 and Berg 1 &2(the"System").
• Scientel will monitor the status of all microwave and MPLS equipment connecting
the sites above. These alerts are then sent to a Helpdesk application which will auto
create, assign and notify Client of the alert. Scientel shall use Client provided
contact information for notifications, Scientel will also provide Client with an 800
number which is staffed on a 247 basis and an e-mail address unique to Ft. Worth
for this project and for notification of issues as well.
• All spares will be warehoused at a City of Fort Worth facility to minimize any outage
time caused due to equipment failures.
9. RATES FOR FORCE MAJEURE& NON-WARRANTY RELATED ITEMS
® All work authorized by Client to be performed by Scientel's technicians in a Force
Majeure& Non-warranty related items that is otherwise not covered by the System
or equipment warranty or is not within the base Services provided hereunder shall
be billed at an hourly rate of $120.00thr, 4 hour minimum and $150 trip charge
(weekdays outside of the hours of Sam-5pm central time M-F). Saturday work shall
be billed at an overtime rate of$180.00/hour 4 hour minimum and$150 trip charge
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C.
SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort Worth ALU 1111DR8000 Microwave and MPLS Network
plus expenses, and Sunday and Holiday work will be billed at an overtime rate of
$240.001hour 4 hour minimum and$150 trip charge plus out-of-pocket expenses.
® Unless necessary to ensure the effective functionality of the System, Scientel shall
not perform any non-warranty, emergency or after-hours work unless it has first
provided a written estimate to Client and has received a written authorization (e.g.
Purchase Order) from Client to perform the work. For any emergency work
necessary to ensure the effective functionality of the System, Scientel shall provide
prompt notice to Client of the need to perform such work.
Scientel shall not revise the hourly technician billing rate during the term of this
Agreement without the prior written consent of Client.
Definition of Force Majeure- The"Event of Force Mgeure"means an event beyond the
control of Scientel which prevents S0,•'entel from complying with any of its obligations under
this Contract, including but not limited to:
• act of God(such as, but not limited to,fires, explosions, earthquakes,drought
tidal soaves and floods);
• war, hostilities(whether war be declared or not),invasion, act of foreign enemies,
mobilization.requisition,or embargo_
• rebellion,revolution,insurrection, or militaty or usurped pov-"ei; or civil war;
• contamination by radio-activity from any nuclear fuel, or from any Nuclear waste
from the combustion of nuclear fuel,radio-active toxic explosive;or other
hazardous properties of any explosive nuclear assembly or nuclear component of
such assembly,:
• riot, commotion,strikes,go slows,took outs or disorder, unless solely restricted
to employees of the Supplier or of his Subcontractors;or
• acts or threats of terrorism.
Definition of Non-Warranty-Warranty that does not apply to:(i)damage caused by
accident,abuse,misuse, water;flood,fire,or other acts of nature or external causes;(ii)
damage caused by service performed by anyone who is not an authorized service
provider of Scientel orRlcatel Lucent;or(iii)danTage to a product that has been modified
or altered without the written permission of Scientel or Alcatel Lucent.fiv)Force
majeure.
10. MAINTENANCE OBJECTIVE&SCOPE OF WORK
Scientel shall provide City of Fort Worth the methodology for conducting a physical
maintenance inspection (indoor, outdoor, infrastructure and network hardware &
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SUPPORT AND MAINTENANCE AGREEMENT FOR
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software) and the corrective action process to be undertaken by Scientel if issues
are identified.
® Scientel shall use a series of wireless installation and System maintenance
checklists shall be used during all inspections. The checklist(s) shall be controlled
documents for the life of the project. Scientel shall provide Client a copy of all such
checklists (including without limitation, the Network Software & Hardware
Maintenance Checklist, Telecom Inspection Checklist, Maintenance Checklist, and
Inspection Checklist).
On a quarterly basis, with fifteen (15) Mays advance notice to Client, Scientel
(through a Scientel technician) will perform an on-site inspection of the installed
equipment at each site and, upon agreement by The City of Fort Worth,may perform
a variety of upgrades and System optimizations to assure the System is operating at
peak performance. As part of the inspection, Scientel shall inspect site conditions,
equipment, network device firmware, as well as any hardware & software. A
qualified Scientel technician will perform all maintenance and inspection activities.
11. MAINTENANCE PROCEDURE
INFRASTRUCTURE
Prior to a site visit, the individual from Scientel performing the inspection shall
prepare an Inspection Checklist as applicable for each site to be visited. When in
the field, the inspecting individual shall mark the checklist to confirm that a certain
aspect of the project has been inspected, and note any discrepancies or needed
modifications to the checklist.
Maintenance Checklist. Scientel will conduct an inspection of radio and MPLS
locations to ensure that the integrity of the original installation remains intact.
During the physical inspection process, Scientel shall collect data on the following
items and shall provide the same to Ft. Worth in a formal report to be issued no
later than thirty (30) days after conclusion of the physical inspection process for
each applicable site.
s Quarterly preventative maintenance.
✓ Frequency, power and other critical alignments.
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SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort:Worth ALU MDR800€1 Microwave and MPLS Network
✓ Cleaning of filters and fans.
✓ Check DC power plant for any technical issues.
✓ Check batteries for proper operation. Replace batteries as needed, labor only.
✓ Check dehydrator and line pressure readings.
• Repair any faulty components.
• Check the 7705 router for any alarms.
• Monitor data bandwidth on a weekly basis.
• Develop system reports and send to management on a daily basis.
NETWORK SOFTWARE
a To help minimize the risk of potential problems, Scientel will check the Network
Software during the preventative maintenance period to ensure continued
System stability, information security,and data integrity. Scientel shall:
Apply any critical service packs and software upgrades to Alcatel-Lucent
equipment and verify correct operation;
r Identify and resolve hardware conflicts;
r Confirm software compliance and install and apply upgrades; limit one
major software release upgrade per calendar year.
Install and apply critical OS updates as needed
Conduct standalone performance checks;
Conduct network connectivity checks;
r Conduct network performance checks;
r Check event logs;and
Meet with Fort Worth to discuss current issues and address future
requirements.
Scientel shall perform all upgrades and system work that might affect the System
during off peak hours whenever possible and Scientel shall not perform any such
work during Client business hours without first obtaining Fort Worth's approval.
Scientel will notify Fort Worth of any System related work(non-emergency)at least f
week in advance.
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SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort Worth ALU lit DR8000]Microwave and MPLS Network
12.SYSTEM REPAIRS
As part of the [Maintenance and Support Services and for the fees specified in Section
14 Scientel shall be responsible for each of the following:
• Replace minor components (connectors, fittings, etc.) as needed, to ensure
continued reliable operation of the System,at no charge to Client.
• Perform Warranty Related Repairs (if hardware or software is still under
warranty),at no charge to Client.
• Estimate cost, time, and materials for repairs for items outside warranty or
outside of maintenance and support contract with the applicable vendor for any
significant items needing repair, which are identified during the maintenance
inspection,and provide estimate to Ft.Worth for review and approval.
• if estimate is approved by Client, perform repairs.
• Replace units as required and when necessary to ensure reliable operation of
the System. These devices will be replaced by a repaired unit or a new unit
when available. The spare pool will be replenished once the repaired or
replaced item is returned from the ALU Repair Depot.
13.LIMITATIONS AND EXCLUSIONS
The fees specified in Section 12 are not inclusive of services for repairs due to the
following:
• Vandalism/abuse of the installed hardware and software;
• Third party hardware or software changes made by the customer after System
acceptance;
• Electricity service caused problems, such as lightning strikes, power surges or
acts of God;and
• Additional hardware required due to software upgrade or end-of-life status
Scientel will provide these repairs based on a time and material basis as requested and
approved by The City of t=ort Worth.
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SUPPORT AND MAINTENANCE AGREEMENT FOR
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14JERI1.t1S AND CONDITIONS
Unless otherwise stated, Scientel shall provide all Maintenance and Support Services in
accordance with this Agreement In the event of a conflict,this Agreement shalt control
solely with respect to the applicable Maintenance and Support Services).
Notwithstanding the foregoing, in the event any of the Maintenance and Support
Services is identical to the services provided under warranty during the applicable
warranty period, such Maintenance and Support Services shall be deemed to be
services provided under warranty and shall be governed by the warranty terms.
• This Agreement will commence upon Acceptance by Client
• In the event Client opts to renew this Agreement for a period following its initial
term, Client shall provide Scientel ninety (90) days written notice, during which
period the parties will negotiate in good faith any changes to the terms and
conditions of this Agreement.
15. RECORDS
* Scientel shall maintain the"Inspection Checklist"for one year after the project is
completed.
At the conclusion of the project, Scientel shall update the "Inspection Checklist'
as deemed warranted by the Scientel individual currently maintaining the
checklist.
Scientel shall maintain all documentation necessary to support the System
during the term of this Agreement and shall provide such documentation to the
Client upon reasonable request.
16,NETwORKING PROVISIONING
Scientel will also provide MPLS provisioning services on the System for a total of 2 days
per month or not to exceed 24 days a year. Additional provisioning services will be
billed at$150/hour for Network Engineering.
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FoRTIVORTij
SUPPORT AND MAINTENANCE AGREEMENT FOR
City of Fort Worth ALU MD R8000.Microwave and MPLS Network
97,PRICING -
SciOntel Propasai Extended Maintenance and Sllppost CorFa to Ft.Worth
1 Na 12016 to 2018 :020 to 2022 2023202024 Grand Total :NMes
L ,-,r. r,_ '7rC,8f'I e r,-_iF, f S 545 2F 3 5 3 —2755 S 244,1Z 1 4,? S 1 �4J i,•I.A nt.t+. 3
2 5 1h ...�:i_„ .J l.: 1 °_EZ�e'G — E6G I u
Year
.
I i
3 '.Na.,,wk.Vfta t_'=- I c 5.2.a 74 N' i$ ;'S<';53 5 F 7 0:; c
IN WITNESS WHEREOF,the Parties hereto have entered into this agreement as of the
day and year herein above first written.
ACCEPTED: ACCENTED:
Scientel Wireless, LLC City of Fort Worth,TX
By: Joe Mancino By:
Title: VP of Sales Title:
Date: 10121/2014 Date:
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EXHIBIT E
PAYMENT SCHEDULE
Original Tenn
Milestone Period Covered Invoice Date Due Date Amount
1 01101115— 12-31-15 01/01/15 01/31/15 $210,754.15
2 01/01/16— 12-31-16 01/01/16 01/31/16 $210,754.15
3 01/01/17— 12-31-17 01/01/17 01/31/17 $210,754.15
4 01/01/18— 12-31-18 01/01/18 01/31/18 $210,754.15
5 01/01/19— 12-31-19 01/01/19 1 01/31/19 $210,754.14
Renewal Term 1
Milestone Period Covered Invoice Date Due Date Amount
1 01/01/20— 12-31-20 01/01/20 01/31/20 $201,649.09
2 01/01/21 — 12-31-21 01/01/21 01/31/21 $201,649.08
3 01/01/22— 12-31-22 01701/22 01/31/22 $201,649.08
Renewal Tenn 2
Milestone Period Covered Invoice Date Due Date Amount
1 01/01/23— 12-31-23 01/01/23 01/31/23 $219,488.64
2 01/01/24— 12-31-24 01/01/24 01/31/24 $219,488.63
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EXHIBIT C
MILES'T'ONE ACCEP'T'ANCE 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
NETWORK ACCESS AGREEMENT
1. The Network, The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to provide support and
maintenance of the City's ALU MDR8000 Public Safety Microwave and MPLS Network. In order to
provide the necessary support, Contractor needs access City's ALU MDR8000 Public Safety Microwave
and MPLS Network.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing support and maintenance services. Such access is granted
subject to the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for all
purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon tennination of the
contracted services, whichever occurs first. This Agreement will be associated with the Services
designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
® Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement,
the Contractor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in
denial of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
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employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's
Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel,and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to
the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the
Contractor, its officers,agents, servants,employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery
of a breach or threat of breach which could compromise the integrity of the City's Network, including but
not limited to, theft of Contractor-owned equipment that contains City-provided access software,
termination or resignation of officers, agents, servants, employees or representatives with access to City-
provided Network credentials,and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WOR II: CONTRACTO NAME:
By: By:
Sus n Alanis Name: on C Santos
ssistant City anager Title:Member and President
Date: ' d� %'4 Date:
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.tNU�ic7l'p
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ATTES $ ST:
000000°5
By:
City Secret A ame: 'chard i
Title:Vice President
APPROVED AST ORM AND LEGALITY:
B':
Assistant City A orney
M&C: none required
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Scientel Wireless,LLC
Legal Address: 948 Springer Dr,Lombard,IL 60148
Services to be provided:
Professional consulting services for the purpose of the support and maintenance of the City's ALU
MDR8000 Public Safety Microwave and MPLS Network.
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:Nelson Santos
Position: Member&President
Signature
2. Name: arry Diehick
ositi :Membe CEO
SibfiatuVe
3. Name: Richard Seiff
Positio :Vice President O erations
igna re
Name:
Signature o •esident/CEO
Other Title:_Member
Date: C�01
IT Professional Services Agreement Revised September],2013
Scientel Wireless,LLC
30
Review
ITY OUNCIL AGENDA FORTORTI1
COUNCIL ACTION: Approved on 12/912014
REFERENCE LOG 04SCIENTEL WIRELESS
DATE: 12/9/2014 NO.: C-27128 NAME: MICROWAVE MAINTENANCE 10
YEAR
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of a Ten Year Professional Services Agreement with Scientel
Wireless, LLC, in an Amount Not to Exceed $2,097,700.00 for Maintenance of the City's
Public Safety Microwave System, Using a Cooperative Contract (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Ten Year Professional Services
Agreement with Scientel Wireless, LLC, in an amount not to exceed $2,097,700.00 for maintenance
services to support the Public Safety Microwave System, using Houston-Galveston Area Council
Contract No. CW10-14.
DISCUSSION:
In 2012, Scientel Wireless, LLC (Scientel), completed replacement of the City's microwave system. This
system is a major component of the City's public safety radio communication system connecting all six
radio transmitter sites and the City's two dispatch centers. In addition, other wireless services provided
to the Community Cable Television office and other City departments utilize the microwave system.
Maintenance of the microwave system has been provided by Scientel since the system's completion, but
is scheduled to expire on December 31, 2014. Given the criticality of this system and the opportunity to
obtain these services at a reduced cost, Staff is recommending execution of a long term Agreement for
the provision of microwave system maintenance.
The proposed Agreement provides maintenance services from Scientel for a period of up to 10
years. The initial term of five years may be renewed at the City's option for a three-year term followed
by another option to renew for two years. Execution of a long term Agreement, as opposed to annual
renewals, will provide savings of slightly less than $600,000.00 over the 10 year period. Payments will
be made annually and budgeted by the IT Solutions Department each year. The amount for 2015 is
$210,754.15.
Original Term
Year 1 2015 $210,754.15
Year 2 2016 $210,754.15
Year 3 2017 $210,754.15
Year 4 2018 $210,754.14
Year 5 2019 $210,754.14
http://apps.cfwnet.org/council_packet/mc review.asp?ID=20529&councildate=12/9/2014[12/10/2014 4:55:43 PM]