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HomeMy WebLinkAboutContract 32660 CITY SECRETARY CONTRACT NO. 31QU06 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 Marc Ott, its duly authorized Assistant City Manager, and International Business Machines Corporation ("Consultant / Contractor"), a New York Corporation. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional on site technical assistance as described below: a. Program Temporary Fixes Management — on two (2) 9406 system units b. Install and Configuration setup for 3581 tape unit c. Console migration to PC using Client Access — (2) Twinax consoles 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 until terminated in accordance with the provisions of this Agreement or when the City provides Consultant with written notice that Consultant has fulfilled its obligations under this Agreement and that Consultant's services are no longer required. Unless otherwise terminated as set forth herein, this Agreement will expire on June 30, 2008 ("Expiration Date"). 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $3000.00 in accordance with the provisions of this Agreement and based on services rendered. 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. Fees and Payment Taxes — Charges and expenses will be stated exclusive of any taxes. If any authority imposes a duty, tax, levy, or fee, excluding those based on Contra upon any transaction under this Agreement, then City agrees to pay that amount as specified in an invoice or supply exemption documentation. Payment of Invoices — All amounts will be specified in U.S. Dollars and are due upon receipt of invoice and payable within thirty (30) days of receipt of invoice by the City. The City agrees to pay accordingly, including any late payment charges. In the event of late payment, Contractor reserves the right to suspend the provision of Services and to charge interest on amounts overdue, not to exceed 1%. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by its providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall be 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 services and proposed services with respect to the Scope of Services. 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. 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. 2 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 Contract. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, 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. Access to records and the right to examine by the City shall not include records related to personal information of Consultant's personnel, profit, or internal cost data. The parties shall mutually agree to what documents and records the City or any third-party shall gain access prior to the City or any third-party accessing such records and/or data, and that the City shall bear all costs associated with all audit activity. Contractor shall have no obligation to provide access to Contractor or third party confidential or proprietary information. 3 7. INDEPENDENT CONTRACTOR. 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. SUBJECT TO SECTION 9 (LIMITATION OF LIABILITY), CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT SHALL NOT BE LIABLE FOR DEFECTS OR DAMAGE TO THE CITY SYSTEM CAUSED BY INHERENT DEFECTS WITHIN THE PATCHES PROVIDED BY THIRD PARTY SERVICE PROVIDER (I.E., NON-IBM SERVICE PROVIDER) SERVICE PROVIDERS. 4 9. LIMITATION OF LIABILITY Circumstances may arise where, because of a default on Consultant's part or other liability, the City is entitled to recover damages from Consultant. Regardless of the basis on which the City is entitled to claim damages from Consultant (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Consultant is liable for no more than: 1. payments referred to in the Patents and Copyrights clause below for claims of copyright or patent infringement; 2. damages for bodily injury (including death), and damage to real property and tangible personal property for which Consultant is legally liable; and 3. the amount of any other actual direct damages up to the greater of $100,000.00 or the charges or the amounts paid or due and payable to Consultant (if recurring, 12 months' charges apply) under the Statement of Work. This limit also applies to any of Consultant's subcontractors and Affiliates. It is the maximum for which Consultant, its Affiliates, and its subcontractors are collectively responsible. Items for Which CONSULTANT is Not Liable - Under no circumstances is Consultant, its Affiliates, or its subcontractors liable for any of the following, even if informed of their possibility: 1. loss of, or damage to, data; 2. special, incidental, or indirect damages or for any economic consequential damages; or 3. lost profits, business, revenue, goodwill, or anticipated savings. 10. PATENTS AND COPYRIGHTS If a third party claims that a Product Consultant provides to you infringes that party's patent or copyright, Consultant will defend you against that claim at its expense and pay all costs, damages, and attorney's fees that a court finally awards or that are included in a settlement approved by Consultant, provided that you: 1. promptly notify Consultant in writing of the claim; and 2. allow Consultant to control, and cooperate with Consultant in, the defense and any related settlement negotiations. Remedies If such a claim is made or appears likely to be made, you agree to permit CONSULTANT to enable you to continue to use the Product, or to modify it, or replace it with one that is at least functionally equivalent. If Consultant determines that none of these alternatives is reasonably available, you agree to return the Product to Consultant on its written request. Consultant will then give you a credit equal to: 1. for a Machine, your net book value provided you have followed generally- accepted accounting principles; 5 2. for an ICA Program, the amount paid by you or 12 months' charges (whichever is less); and 3. for Materials, the amount you paid Consultant for the creation of the Materials. This is Consultant's entire obligation to you regarding any claim of infringement. Claims for Which Consultant is Not Responsible Consultant has no obligation regarding any claim based on any of the following: 1. anything you provide which is incorporated into a Product or Consultant's compliance with any designs, specifications, or instructions provided by you or by a third party on your behalf; 2. your modification of a Product, or an ICA Program's use in other than its Specified Operating Environment; 3. the combination, operation, or use of a Product with other products not provided by Consultant as a system, or the combination, operation or use of a Product with any product, data, apparatus, or business method that Consultant did not provide, or the distribution, operation or use of a Product for the benefit of a third party outside your Enterprise; or 4. infringement by a non-Consultant Product or an Other Consultant Program alone. 11. THIRD PARTY CLAIMS. The City agrees that this Agreement will not create any right or cause of action for any third party, nor will Contractor be responsible for any third party claims against the City except as described in the Patents and Copyrights clause above or as permitted by the Liability clause above for bodily injury (including death) or damage to real or tangible personal property for which Contractor is legally liable. 12. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants such consent, the assignee or subcontractor shall execute a written agreement with the City under which the assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement. 13. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits Commercial General Liability 6 $1,000,000 Each Occurrence $1,000,000 Aggregate Automobile Liability $1 ,000,000 Each accident on a combined single limit basis or $250,000 Property damage $500,000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 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. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 14. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to 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. 15. REQUIRED CONSENTS: The City is responsible for promptly obtaining and providing Consultant with all Required Consents necessary to provide the Services described in this Agreement. A Required Consent means any consent(s) or approval(s) required to give Consultant or its subcontractors the right or license to access, use and/or modify (including creating derivative works) the hardware, software, firmware and other products, to enable Consultant and its subcontractors to perform the Services set forth in this Agreement without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. Consultant will be relieved of the performance of any obligations that may be affected by the City's failure to promptly provide any Required Consents. No Services will commence under this Statement of Work until the City of Fort Worth has provided to Consultant evidence of all Required Consents. 16. 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. 17. 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 8 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 IBM Corporation 1000 Throckmorton 1177 Beltline Road Fort Worth TX 76102-6311 Coppell, TX 75019 Facsimile: (817) 871-8654 Facsimile: 800-262-9806 18. 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. 19. 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. 20. 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. 21. WARRANTIES Contractor warrants that it performs each of the Services using reasonable care and skill and according to its current description (including completion criteria) contained in the SOW. THESE WARRANTIES ARE THE CITY'S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9 22. CONSTRUCTION. This Agreement shall be construed in accordance with the internal 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. 23. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 24. 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. 25. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 26. 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. 10 IN WITNESS WHERE F, the paqies hereto have executed this Agreement in multiples this j' , 1 day of , 2005. CITY OF FORT WORTH: International Business Machines Corporation B : B Y _ Y: Marc Ott Ronald C. Moore Assistant City Manager Global Services Inside Sales APPROV TO FORM AND LEGALITY: Assistant COAttorney Attested BY: Marry HendrLK _ City Secretary ENOM&C Rf;QUIRRD q' EXHIBIT A Scope of Services for AS400 International Business Machines Corporation ("IBM") proposes to support the City's production applications and associated interfaces on a time and materials basis. IBM standard rates will apply for all planned and scheduled service activities. IBM will provide the following on site, professional services: a. PTF Management — on two (2) 9406 system units b. Install and Configuration setup for 3581 tape unit c. Console migration to PC using Client Access — (2) Twinax consoles IBM will provide phone, email, remotely connected, or on-site support as appropriate for the City's applications and related interfaces. Unless otherwise notified, the following City staff members are authorized to initiate a support call: • Claudia Christenson • Norma Davis • Randy Rinon • Raj Vattakunnel The City will notify IBM in writing in the event there are changes to this listing. IBM designates Tina Wood to be the point of contact for all work requested to be performed under this contract. The preferred contact method is email, with cell phone contact utilized after hours only if the issue is classified as Urgent or Significant. Kathi Brown will serve as back-up point of contact, in case of temporary unavailability of . Tina Wood. If designated person will be unavailable for extended periods of time due to a leave of absence or extended travel, a temporary primary contact person will be agreed to in writing between the City of Fort Worth Water Department and IBM Business Consulting. HOURS OF SUPPORT The support hours for calls classified other than Urgent will be 7:00 a.m. to 5:00 p.m. Central time. The City of Ft. Worth hour department is a 24x7 operation, and as such system down time must be planned in advance, after hours and possibly during weekends. 12 STATUS REPORTING AND QUALITY ASSURANCE IBM will identify each issue with a brief description and assign it an issue number. The description and issue number will be used to reference the issue and to report on 'the status of the issue. When IBM has tested a system fix or enhancement, we will contact the initial requestor for testing. Once tested, the City will contact the one or more of the impacted users and ask that they test the system fix or enhancement. At the successful conclusion of these three tests an issue/enhancement will be considered closed and the fix or enhancement will be implemented into the production system. Additional testing may be agreed to between IBM and the City depending on the nature of the system fix or enhancement. This testing will be planned and scheduled jointly by IBM and City IT staff. If training is required, the training will be planned and scheduled jointly by IBM and City IT Staff. IBM encourages the use of the "Train the Trainer" approach to provide knowledge transfer to City IT staff and enable them to provide refresher training on the enhancement as needed in the future. IBM will provide the customer with a monthly summary report. The report will include all issues logged by the customer, number of issues closed and the number of issues that remain open. Issues will also be categorized by type such as database, application, system, networking, telecommunication, web design/development, and training. TERMS OF SUPPORT This proposal will be billed at actual time and materials rendered. The City of Fort Worth will be invoiced for actual expenses incurred by IBM consultants for tasks that require on-site time. The scope of this project does not include the purchase of any software or hardware. The payment amount authorized by this agreement represents a Not-to-Exceed amount for actual services provided by IBM as described in this agreement and does not represent a fee or cost for entry into this agreement. IBM reserves the right to utilize qualified sub-contractors to meet the agreed to response times if IBM resources are unavailable. 13 EXHIBIT A-1 Task Orders and Related Statements of Work Task Orders The City will order services by issuing a Task Order. IBM shall not deliver or furnish services until the City transmits a Task Order. All Task Orders shall be deemed to incorporate by reference the Agreement terms and conditions. Task Orders will include an associated Staternent of Work, which establish the specific deliverables, costs, payment schedules, start/completion dates, etc. for technical staff augmentation activities. All Task Orders will be acknowledged within 24 hours of receipt. Task Order may contain additional negotiated terms and conditions which supplement those contained in this Agreement. Such additional terms shall not conflict with the terms and conditions established by this Agreement. Task Order-specific terms and conditions are only applicable to that specific Task Order and shall not be construed as an amendment to this Agreement. IBM will provide services in conjunction with the terms of the Price Schedule (set forth in "Exhibit B") as specified in Task Orders and its associated Statements of Work (SOW's). SOW's will be developed based upon a mutual understanding of project scope, approach, roles and responsibilities. IBM services will be provided on a time-and-materials basis and are based upon the availability of resources. Statements of Work A Statement of Work will describe services to be performed, deliverables, and will outline the completion time frames and the responsibilities of the assigned City and IBM staff. IBM project staff will be assigned by the IBM Program Manager based on the required skills and specific roles defined for an individual Task Order and its associated Statement of Work. A SOW will consist of the following, as appropriate: • Scope and objectives of the effort • Key assumptions • Description of the activities to be performed, deliverables, and Corrlpletion Criteria • IBNI Responsibilities • Project Management and/or IBM Administration • City Responsibilities • Estimated schedules • Estimated hours and charges 14 • Additional Terms and Conditions specific to the SOW The following process will be used for the preparation and acceptance of a Statement of Work: 1. A draft SOW may be prepared by either party or jointly; 2. The SOW draft will be submitted to the IBM and the City Project Managers; 3. The City Project Manager and IBM Project Manager will review the draft SOW and agree to its content and resource mix; 4. The SOW will be signed by the City and IBM Project Managers (or other authorized representative) prior to commencement of work or delivery of materials. Additional Statement of Work Factors 1. The total amount of IBM assistance that The City may require in completion of the project(s) could vary significantly based on detailed project plans to be developed, actual project approaches adopted, actual project execution experience and other factors. 2. Applicable Rates and Invoicing Professional fees will be invoiced according to the rates specified in Section 5.2. 3. Each SOW will specify the estimated hours and the estimated funding requirement by Tier for services to be provided under the SOW. Assignment of Project Personnel to a Pricing Tier will be based on skill level as specified by IBM and the Role and Responsibility of the individuals within the specific SOW. 4. Special hourly rates may be specified in SOWs for types of resources not included in the Rate Schedules or for skills/resources for which these rates are not applicable. 5. Reporting and Approval of Time Sheets: A report of hours performed by IBM engaged in delivery of services under SOWs will be presented by the IBM Project Manager, or project lead, to the City project sponsor weekly for review and approval. Mutually agreed resolution of any related issues will be reflected in current, or next, period invoices, as practical, based on the billing cycle. 6. Additional assumptions: a. Resources will work normal City business hours. b. Rates are effective for new development, testing, systems integration, and application maintenance work performed on time and material basis for the contract period. This work excludes transition/transformation resources. c. Rates Exclude Travel to/from site, as well as engagement related travel costs. Actual travel costs will be billed separately. 15 ATTACHMENT B PRICE SCHEDULE Price Schedule* Price for the work to be performed as describe in the Statement of Work will be a flat rate —as agreed upon —of$3,000.00. 1 Terms and Termination—Price Schedule 1. The term of this Price Schedule is for the period from October 1, 2005 through December 31, 2006. The Price Schedule may be renewed annually by the express written consent of the City and Contractor. 2. Either party party may terminate this Price Schedule at any time by giving the other party at least ninety (90) days prior written notice. Notwithstanding the foregoing, this Price Schedule shall survive solely with respect to previously executed Task Orders/ Statements of Work until such time as such Task Orders/Statements of Work are completed or terminated. General Assumptions —Price Schedule 1. The City retains overall delivery responsibility and ownership for the projects in which Contractor is engaged. Contractor responsibilities are those specified in this Price Schedule and Task Order(s)/ Statement(s) of Work executed in conjunction with this Price Schedule 2. Contractor may engage subcontractors and other third parties in performing its obligations under this Price Schedule. 3. This Price Schedule does not apply to: services provided by Contractor organizations other than Business Consulting and Application Management Services; maintenance for hardware or software; purchase of Hardware or Software; or any fixed price Task Order/Statement of Work. Exceptions to this assumption will be accepted on a case by case basis and will be highlighted to the City in this Agreement, or Task Order/Statement of Work, or subsequent Project Change Request (PCR) 4. Contractor organizations not provided for by this Price Schedule include (but are not limited to) Information Technology Services (ITS), Contractor Strategic Outsourcing, Contractor IT Productivity Services, Watson Research, Contractor Software Group, LOTUS Consulting, Contractor subsidiaries (such as Catapult and others), any non-US based Contractor Services organization except IGS India. Exceptions to this assumption will be accepted on a case by case basis and will be highlighted to the City in this Agreement, Task Order/Statement of Work, or PCR. 5. Nothing in this Price Schedule prohibits the parties from agreeing to alternative rates or billing structures provided that any alternative agreements must be set forth in writing and signed by both the parties. 16