HomeMy WebLinkAboutContract 46467 City Secretary Contract No. "T co"C`f'
FORTWORTH.
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into by and
between the CITY OF FORT WORTH (the"City"or"Client'),a Texas home-rule municipal corporation, and
UnifiedEdge, Inc., ("Consultant' or "Contractor"), a Delaware corporation and acting by and through Steve
White, its duly authorized President/Chief Executive Officer. City and Consultant are each individually referred
to herein 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. Scone of Services.
Consultant hereby agrees, with good faith and due diligence,to provide the City with professional consulting
services for Phase 2 planning, installation and training tasks related to movement of new software components and new
configuration requirements of the Radio Over Internet Protocol (ROIP) based on sole source. The primary change is
the insertion of a Demilitarized Zone (DMZ) in front of the "Green" zone. Specifically, Consultant will perform all
duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and incorporated
herein for all purposes, and further referred to herein as the "Services." Consultant shall perform the Services in
accordance with standards in the industry for the same or similar services. In addition, Consultant shall perform the
Services in accordance with all applicable federal, state, and local laws, rules,and regulations. If there is any conflict
between this Agreement and Exhibit A,the terms and conditions of this Agreement shat l control.
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 project is completed and written
approval from City is obtained.
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3. Compensation.
The City shall pay Consultant an amount not to exceed $48,675.00 in accordance with the provisions of
this Agreement and Exhibit °B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes. 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. City agrees to pay all invoices of Consultant within thirty (30)days of receipt of such invoice. Consultant
may charge interest on late payments not to exceed one percent(M).
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and for any reason
by providing the other party with 30 days written notice of termination.
4.2 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.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder,the 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.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the
effective date of termination and Consultant shal I continue to provide the City with services requested by the City
and in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Consultant has received access to City information or data
as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a
machine readable format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement.In
the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or
methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,materials,or
methodologies unless the parties have executed a separate written agreement with respect thereto. Consultant, for
itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City
("City Information") 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.
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6. Richt to Audit.
Consultant agrees that the City shall, until the expiration of three(3)years after final payment under this
Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. The City shall give Consultant not less than 10 days written notice of any 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 not less than 10 days written notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all
rights and privileges 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. . 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 KIND OR CHARACTER,WHETHER REAL OR ASSERTED, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY
RESULTING LOST PROFITS) 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.
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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 8C 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 8,
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
restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or(b) modify the Deliverable(s) to make themAt 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. 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 under this Agreement prior to 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.
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10. INSURANCE.
10.1 The Consultant shall cavy 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
Coverage 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 covering any vehicle used in providing services under this Agreement,
including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per
occurrence.
3. 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 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-made,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:
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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 Throckmorton,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.
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 Reeulations.
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.
12. Non-Discrimination Covenant.
Consultant,for itself, its personal representatives,assigns,subcontractors and successors in interest, as part
of the consideration herein,agrees that in the performance of Consultant's duties and obligations hereunder, it shall
not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by
law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal
representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail,registered,return receipt requested,addressed as follows:
City of Fort Worth UnifiedEdge,Inc.
Attn:Charles Daniels,Assistant City Manager Attn: Steve White
1000 Throckmorton 2903 Dunbar Ct.
Fort Worth TX 76102-6311 Cedar Park,TX 78613
Facsimile:(817)392-8654 Facsimile:(512)219-9037
With Copy to the City Attorney
At same address
14. Solicitation of Employees.
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent contractor,
any person who is or has been employed by the other during the tern of this Agreement,without the prior written
consent of the person's employer. This provision shall not apply to an employee who responds to a general
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solicitation or advertisement of employment by either party.
15. 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.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. Governing Law and 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 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.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Maieure.
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.
20. Headings Not Controlline.
Headings and titles used in this Agreement are for reference purposes only and shat l not be deemed a part
of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed 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,and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any 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
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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. An executed
Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted
through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates
are valid and binding even if an original paper document bearing each party's original signature is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be of a professional quality and conform to generally prevailing
industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the
date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b)
refund the fees paid by the City to Consultant for the nonconforming services.
26. Milestone Acceptance.
Consultant shall verify the quality of each deliverable before submitting it to the City for review and
approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution
of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it
will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection.
The Consultant shall have ten(10)days to correct any deficiencies and resubmit the corrected deliverable. Payment
to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached.The
City's acceptance will not be unreasonably withheld.
27. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or
subcontractors(for purposes of this section"Consultant Personnel"),requires access to the City's computer network
in order to provide the services herein, Consultant shall execute and comply with the 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 information system, including
but not limited to Fingerprint identification Records System ("FIRS"), Interstate Identification Index System ("III
System"),National Crime Information Center("NCIC") or National Fingerprint File("NFF"), that is governed by
and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing
services for the administration of criminal justice as defined therein on behalf of the City under this Agreement,
Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20,and shall
separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. Immitlration 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 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement.
Consultant shall establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Consultant shall provide City with a certification
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letter that it has complied with the verification requirements required by this Agreement.Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately
terminate this Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,dispute,or
other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this
Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing
party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business
days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either
through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute,
breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to
resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute, then the parties may submit
the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable
rules governing mediation then in effect.The mediator shall be agreed to by the parties. Each party shall be liable for
its own expenses, including attorney's fees; however,the parties shall share equally in the costs of the mediation. If
the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all
remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to
resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party
may,before or during the exercise of the informal dispute resolution process set forth herein,apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its
interests.
30. Reporting Requirements.
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by
Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that
performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and
includes all input, output, processing, storage, or communication facilities that are connected or related to the
device.
Computer technician means an individual who, in the course and scope of employment or business,installs,repairs,
or otherwise services a computer for a fee.This shall include installation of software, hardware, and maintenance
services.
If Consultant meets the definition of Computer Technician as defined herein,and while providing services pursuant
to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall
immediately report the discovery of the image to the City and to a local or state law enforcement agency or the
Ober Tip Line at the National Center for Missing and Exploited Children. The report must include the name and
address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law.
Failure by Consultant to make the report required herein may result in criminal and/or civil penalties.
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31. SiLmature 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. �-�—� G
Executed in multiples this the � I day of 4�Qf 20 VJ.
AGREED: AGREED:
CITY OF FORT WORTH: UNIFIEDEDGE,INC.:
' ^ '� .} i
By: By:
Name: Steve White
Assistant City Manager Title: President/Chief Executive Officer
Date: .+-l�uw•i t► X015 '_ `,• Date: I Z-ZI::7 G(�
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ATT /� �'a 1 0 ATTEST:
By: �� •'1 /' o,Z By:
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Mary J.Kayser % �*
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City Secretary l 4vb°,000�0000
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APPRO7JessicOPanggs4ang
S TO FORM AND LEGALITY:
By:
Assis City Attorney
CONTRACT AUTHORIZATION:
M&C: M&C not Required
Date Approved:
UnifiedEdge,Inc. Professional Services Agreement-Technology
Page 10 of 21 Rev, 11/2014
UNIFIE [:)-E [D G E City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Customer: City of Fort Worth
Project Name: JECIC Radio over IP— Phase 2
Requestor: Eric Carter/ Donna Ross
Requested Date: September 15, 2014
Change Request
Re-design JEOC deployment infrastructure and software packages to meet new IT guidance.
Contents
ChangeRequest..........................................................................................................................................11
History.........................................................................................................................................................12
ChangeDescription.....................................................................................................................................12
Software:.................................................................................................................................................12
Hardware:...............................................................................................................................................12
Impact.........................................................................................................................................................12
Software..................................................................................................................................................12
Hardware................................................................................................................................................13
Summary.................................................................................................................................................14
Expected Impact............................................................................................. Errorl Bookmark not defined.
Physical Hardware Needs........................................................................... Errorl Bookmark not defined.
ProfessionalServices...............................................................................................................................17
Schedule..................................................................................................................................................17
InProgress Task List................................................................................................................................15
UnifiedEdge,Inc. Professional Services Agreement-Technology
Page 11 of 21 Rev. 11/2014
City Secretary Contract No.
History
Formal approval for this project was originally received in August of 2012 after several meeting between
UnifiedEdge,the CoFW Office Emergency Management staff and CoFW Information Technology network
and security personnel agreeing to network architecture and security guidance.
Primary decisions approved in these meetings indicted the following:
• The "Green"zone(where RadioConnect and its components reside)was the DMZ
• Authentication should consider a RADIUS or Secure LDAP(LDAPS)
LDAPS was selected as the authentication method due to support from major software components
involved (RadioConnect, IBM Sametime,etc.). LDAPS was approved for the project. Note: LDAPS was
tried in January 2011 during the Phase 1 deployment of the JEOC RoIP environment—support for LDAPS
was not made available during this initial project.
Change Description
During project execution of Phase 2, CoFW IT network and security personnel reconsidered original
design guidance.The primary change was the insertion of a DMZ in front of the "Green"zone.
The following software hardware and software components were studied for impact:
Software:
• RadioConnect
• IBM Sametime
• IBM Websphere Portal
• IBM Connections
• Authentication Mechanism
Hardware:
• Software Servers
• Radio Infrastructure
Impact
Software
• RadioConnect
o RadioConnect must reside inside the DMZ for the new TPS clients to be able to access
the platform
o Moving RadioConnect into the DMZ(and with new guidance)breaks the currently
deployed authentication mechanism use of Active Directory against DC014(Domain
Controller)
UnifiedEdge,Inc. Professional Services Agreement-Technology
Page 12 of 21 Rev. 11/2014
City Secretary Contract No.
• IBM Sametime(see Figure 1)
o Introduction of two(2) new components to provide firewall traversal
■ Sametime Turn Server
■ Sametime Multiplexor
o Does not break currently deployed LDAP authentication against DC014
• IBM Portal and IBM Connections
o No software impact.
o Due to likely conflict of HTTP service on planned server deployment—a new server is
being requested
Sametime Deployment with NAT Traversal Feature
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Internet I DMZ I Intranet
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Figure 1 IBM Sametime(Logical)
Hardware
• DMZ
o RadioConnect
■ Movement of RadioConnect Management and Primary Media Server from
"Green"Zone to DMZ
■ Introduction of(Logical) Proxy Server for TPS Mobile Clients
o IBM Sametime
• Need for two(2) new physical servers to support Turn Server and Mux
o IBM Portal and Connections
■ Need for one(1) new physical server to support HTTP requests
• "Green"Zone
o RadioConnect
UnifiedEdge,Inc. Professional Services Agreement-Technology
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City Secretary Contract No.
■ New server to support an internal facing Media server
■ Note: Internal users will have to access the RadioConnect server in the DMZ for
authentication. LDAP will not be used. Note:Sametime will provide
authentication to provide this functionality.
■ RadioConnect physical radio components (RGUs, radios, etc.)will be left in the
"Green"Zone
o IBM Sametime
■ A single server is needed to support the JEOC 100-user Sametime Community
o IBM Portal and Connections
■ A single server is needed to support the JEOC 100-user Connections community
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Figure 2 Planned Deployment(Physical)
Summary
Changes to the deployment impacts can be generalized the following impact areas:
• Physical Hardware Needs
o Four(4) new servers are needed to support the new deployment environment
■ Recent CoFW server specification are acceptable for these servers
• Windows 2008(R2);Min.4 GB Memory;Min. 1000 GB Storage
• Professional Service
o Planning and installation tasks related to movement of new software components and
new configuration requirements
• Software Components
o Still supply single-sign on capabilities for.lEOC users
UnifiedEdge,Inc. Professional Services Agreement-Technology
Page 14 of 21 Rev, 11/2014
City Secretary Contract No.
• Business Process
o RadioConnect users may have new process introduction of new user setup in
RadioConnect to ensure user is assigned to proper groups
In Progress Task List
Task Name
CoFW Phase 2
Project Management
Project Management
Phase 2 Prerequisites
Network Topology Review
Receive Physical Servers
Business Analysis-Features
Single Sign-on BA Work
Load Software on Physical Servers
Return Physical Servers to JEOC
CoFW to Install in JEOC IT Racks
UE Installs Software on Servers(remote/on-site)
Mobility
Review DMZ Internet Access with CoFW
CoFW to Open DMZ for Internet Access
Test Remote Access to DMZ from Internet
RC uEdgeStream Deployment
Develop RadioConnect Transition Plan
Review RadioConnect Transition Plan
Transition Plan Effort
Uni0edEdge,Inc Professional Services Agreement-Technology
Page 15 of 21 Rev. 11/2014
City Secretary Contract No.
Expansion-JEOC RolP Stack
Install RGU
Configure RGU
Re-Configure All RGU's as needed
Expansion - Mobile Comms Stack
Install RGU
Configure RGU
Test RGU
Mobile Clients
Develop Mobile Client Plan
Train the Trainer
Test Clients
Telephony
Dispatcher Move
Dispatcher and Channel Testing
SLIT and SUT Lite Consulting(TBD)
Training
On-site Training
Testing
Project Deliverables Testing
Project Complete
Figure 3 In Progress Task List
Unified Edge Signature:
6, �_ W
UnifiedEdge,Inc. Professional Services Agreement-Technology
Page 16 of 21 Rev. 1 1/2014
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Physical Hardware Needs
• Four(4)physical servers as described above in the Summary Section (PURCHASED AND
SUPPLIED BY THE CITY OF FORT WORTH)
Professional Services
• 295 Hours @$165 $48,675.00
Deliverable ProjectedTrmellne°(D:Duration)
Project Management D:Project Start thru Project End
Physical Server Deployments D:80 Hours
RadioConnectServer/Client Deployment D:115 Hours
Schedule
• It is expected that once approval is given and hardware is in place—the project shall be
complete no later than May 15,2015.
Uni&edEdge,Inc. Professional Services Agreement-Technology
Page 17 of 21 Rev. 1112014
City Secretary Contract No.
EXHIBIT C
MILESTONE/DELIVERABLE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments,including penalties:
Approved Payment Amount:
Uni&edEdge,Inc. Professional Services Agreement-Technology
Page 18 of 21 Rev. 11/2014
City Secretary Contract No.
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 Phase 2 planning, installation and
training tasks related to movement of new software components and new configuration requirements of the Radio
Over Internet Protocol (ROIP). The primary change is the insertion of a Demilitarized Zone(DMZ) in front of the
"Green"zone. In order to provide the necessary support,Contractor needs access to the WAVE network and direct
support for Radio Over IP (ROIP) Phase I1 upgrades, system maintenance, updates and database restoration(when
needed). In order to provide the necessary support, Consultant needs access to the Joint Emergency Operations
Center(JEOC network and servers on the JEOC domain.
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 Phase 2 planning, installation and training tasks related to movement of new software
components and new configuration requirements of the Radio Over Internet Protocol (ROIP). The primary change
is the insertion of a Demilitarized Zone(DMZ) in front of the"Green"zone. 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 termination 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, 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.
UnifiedEdge,Inc. Professional Services Agreement-Technology
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City Secretary Contract No.
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 WORTH: CONTRACT MN :Q
By: a l By:
s 130&J S xC1 *A Name: Ali U
Assistant City Manager ?' Title:
Date: G AQ O 15 ' Oq,O Date:
ATlityy
�� ST:
fa°
xcretary ,OOtl0 5.d0 ame: Wa& N,%!I,
S Title: L
APPRO7 AS TO FORM AND L
By:
Jessica Sangsg
Assistant City , ttomey
UnifiedEdge,Inc. Professional Services Agreement-Technology
Page 20 of 21 Rev.11/2014
City Secretary Contract No.
M&C: none required
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company:
Legal Address:
Services to be provided:
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, a4revised Form that has been properly executed by the Company.
1. Name: /w IMG v
Position:
Signaturij
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Nam • ��- ���
Signature of President/CEO
Other Title:
Date: 14
UnifiedEdge,Inc. Professional Services Agreement-Technology
Page 21 of 21 Rev. 11/2014