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Contract 48174
City Secretary Contract No. C FORT ��CG COwmcT wo. 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 home-rule municipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager, and PRESIDIO NETWORKED SOLUTIONS GROUP, LLC ("Consultant"), a Deleware limited liability company, and acting by and through Julie Brasher, its duly authorized Area VP, Finance and Operations. City and Consultant are each individually referred to herein as a "party" and collectively referred to as the "parties." The term "Consultant" shall include the Consultant, its officers, agents, employees, representatives, contractors or subcontractors. The term"City"shall include its officers, employees, agents, and representatives. 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 7. Exhibit F—DIR-TSO-2542 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, with good faith and due diligence, to provide the City with professional consulting services for unified communications and network refresh planning for Phase 2. Specifically, Consultant will perform all duties outlined and described in the Presidio"UC and Network Refresh Planning Phase 2"Proposal dated June 1, 2016, which is attached hereto as Exhibit"A" and incorporated herein for all purposes, and further referred to herein as t1w shall perform the Services in OFFMAL RECORD PRESIDIO NETWORKED SOLUTIONS �'��SECRETARY Services Agreement-Technology Page I of 48 FT.WORTH,TX Rev. 12/2015 City Secretary Contract No. 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 shall control. 2. Term. This Agreement shall commence upon September 13, 2016 ("Effective Date") and shall expire no later than January 13, 2016 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. 3. Compensation. The City shall pay Consultant an amount not to exceed $238,915.00 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(1%). 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. If either party commits a material breach of this Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non- breaching party, or other time frame as agreed to by the parties. If the breaching parry fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching parry. 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 shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 2 of 48 Rev. 12/2015 City Secretary Contract No. 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. 6. Right 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. PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 3 of 48 Rev. 12/2015 City Secretary Contract No. 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. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF REVENUE, DATA OR USE, INCURED BY EITHER PARTY OR ANY THIRD PARTY,WHETHER IN AN ACTION IN CONTRACT,TORT, STATUTORY OR OTHERWISE (ANY LEGAL THEORY), EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES FOR LOSS OR DAMAGE TO PROPERTY OR PERSONAL INJURY INCLUDING DEATH,AND EXCLUDING A BREACH OF CONSULTANT'S INTELLECTUAL PROPERTY RIGHTS, OR EITHER PARTY'S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS HEREIN, A PARTY'S ENTIRE LIABILITY AND EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, NONPERFORMANCE OR MSREPRESENTATION, AND REGARDLESS OF THE FORM OF ACTIONS, SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO CONSULTANT BY CITY FOR SERVICES UNDER THE APPLICABLE STATEMENT OF WORK. 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 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 4 of 48 Rev. 12/2015 City Secretary Contract No. 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 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 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 provide a credit to City for the price paid to Consultant, as depreciated or amortized by an equal amount over the lifetime of the Product or Services, as established by Consultant or a mutually agreeable third party, 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 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 5 of 48 Rev. 12/2015 City Secretary Contract No. FORTH IN SECTION 10 OF THIS AGREEMENT. (iv) The obligations of Consultant in this Section are subject to the conditions that: (i) Consultant is provided with written notification within fifteen business days of the date City receives any Infringement Claim; (ii) Subject to Section (c)(iii) herein, Consultant has primary authority to conduct the defense and settlement or compromise of any Infringement Claim provided however that Consultant shall coordinate such efforts with staff in the City's Law Department and Risk Management ivision; and (iii) City reasonably cooperates in the defense of any Infringement Claim. In addition,Consultant shall provide City with written notification within fifteen business days of the date Consultant receives any Infringement Claim that involves any Product or Service being used by the City or any other claim that involves or implicates the City's interests. (v)Notwithstanding the foregoing,Consultant shall have no responsibility for Infringement Claims to the extent arising from (i) alteration or modifications of the Product(s) and/or Service(s), (ii) the combination operation, or use of any Product(s) and/or Service(s) with equipment, devices, or software not supplied or recommended by Consultant, or(iii) any use of Product and/or Services not conforming to the terms of the User Agreement or License Agreement provided to city in connection with such Product and/or Services. (vi) This Section states Consultant's entire liability, and City's sole and exclusive remedy, with respect to infringement of intellectual property rights claims. The foregoing is given to City in lieu of all warranties of non-infringement with respect to the Products and Services. 9. Assienment and Subcontractine. 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. 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 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. PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 6 of 48 Rev.12/2015 City Secretary Contract No. 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: 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. PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 7 of 48 Rev. 12/2015 City Secretary Contract No. 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: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn: Susan Alanis,Assistant City Manager at same address 1000 Throckmorton Fort Worth TX 76102 Facsimile: (817)392-6134 TO CONSULTANT: Presidio Networked Solutions Group, LLC Attn: Julie Brasher,Area VP, Finance and Operations 1955 Lakeway Drive, Ste 220 Lewisville, TX 75057 Facsimile: (469)549-3888 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 8 of 48 Rev.12/2015 City Secretary Contract No. 14. Solicitation of Employees. Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general 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. Governine 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 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. 20. Headines Not Controlling: Headings and titles used in this Agreement are for reference purposes only and shall 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 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 9 of 48 Rev. 12/2015 City Secretary Contract No. 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 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. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 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. PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 10 of 48 Rev. 12/2015 City Secretary Contract No. 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") 6P National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems("TLETS"), 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 or the Fort Worth Police Department, under this Agreement, Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 28. Immia-ration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 11 of 48 Rev.12/2015 City Secretary Contract No. 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. Reportineg Requirements. For purposes of this section,the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. 31. Sianature 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. PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 12 of 48 Rev.12/2015 City Secretary Contract No. 32. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this Agreement. Executed in multiples this the 5�day of AGREED: AGREED: CITY OF F-199'R W4 TH: Presidio Ne orked Solutions,LLC: By: Susan Janis rasher As istapr City Manager / , A c Date: (li ��® a v Date: , ATTEST• o ATTEST: �o Y: Mary a 69� By: City Secr ry APP OVED AS TO FORM AND LEGALITY: By: V?k Christa Re olds Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: C-27897 Date Approved: 9/13/2016 Form 1295 Certification No.: 2016-93278 OF'F'ICIAL; RECORD CITY SECRETPMR n PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology ��. WO HH ��yy Page 13 of 48 RRev..12�2�1`� City Secretary Contract No. EXHIBIT A STATEMENT OF WORK PRESID10 UC AND NETWORK REFRESH PLANNING PHASE 2 CITY OF FORT WORTH JUNE 1, 2016 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 14 of 48 Rev. 12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S I D 10 June 1,2016 UC and Network Refresh Planning Phase 2 PROPOSAL TEAM Name Company/Function Phone Email Stephanie Barnes Sr,Account Executive 469.549.3840 SBarnes(&Presidio.com Richard Morse Consulting Principal 469.549.3856 RMorse(Wresidio.com REVISION HISTORY Revision Revision Date Name Notes 1.0 10-07-2015 Richard Morse Original Document 1.1 06-01-2016 Richard Morse Updated Overall Scope 1.2 06-06-2016 S. Barnes RAP Submittal 1.3 09-13-2016 S. Barnes Changes per City of Fort Worth Notices: ©2016 Presidio Networked Solutions Group, LLC.All Rights Reserved. This document and its contents are the confidential and proprietary intellectual property of Presidio Networked Solutions Group, LLC and may not be duplicated,redistributed or displayed to any third party without the express written consent of Presidio Networked Solutions Group, LLC. Other product and company names mentioned herein may be the trademarks of their respective owners. Revision:1.3 Confidential and Proprietary Page 2 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 15 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S I D 10. June 1,2016 UC and Network Refresh Planning Phase 2 Contents 1.EXECUTIVE OVERVIEW..............................................................................................................................4 1.1.Introduction.......................................................................................................................................4 1.2.Situation.............................................................................................................................................4 1.3.Solution Overview..............................................................................................................................4 1.4.Impact................................................................................................................................................5 2.SYSTEMS ENGINEERING AND PLANNING PHASE......................................................................................6 2.1.Introduction.......................................................................................................................................6 2.2.Systems Engineering and Planning Phase Scope of Work.................................................................6 2.3.Planning Phase Deliverables..............................................................................................................9 3.ASSUMPTIONS.........................................................................................................................................10 4.PRICING...................................................................................................................................................11 5.TERMS AND CONDITIONS.......................................................................................................................12 6.AUTHORIZATION TO PROCEED...............................................................................................................13 Revision:1.3 Confidential and Proprietary Page 3 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 16 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S I D 10. June 1,2016 UC and Network Refresh Planning Phase 2 1. EXECUTIVE OVERVIEW 1.1. Introduction Presidio Networked Solutions Group, LLC,a wholly owned subsidiary of Presidio Networked Solutions, LLC("Presidio") is pleased to propose the following solution to City of Fort Worth ("Fort Worth"or"Client"). This Proposal summarizes the results of the Envisioning and Proposal Phases and details the efforts and conclusions of the Vision and Proposal Teams. 1.2.Situation Fort Worth is completing Phase One of migrating from their Nortel network and voice systems over to a new Cisco Systems network and voice system. Phase One included getting all of the new Cisco core systems installed and integrated with the existing Nortel solution. It also included migrating about 20 of the city's locations over to the new Cisco solution. Phase Two will cover migrating Fort Worth's remaining 181 sites over to the new Cisco solution. Once all of the sites have been successfully migrated,the legacy Nortel solution can be decommissioned. Some of the remaining sites are on legacy technologies such as T1 data lines for connectivity back to the Fort Worth Data Center. Fort Worth is actively working projects to eliminate these legacy technologies. For some of the T1 connected sites, Fort Worth is getting local, high speed Internet connections and using Cisco Meraki MX64s to establish a VPN tunnel back to the Data Center. Other locations are being migrated over to Zayo fiber backbone solution. These projects aid in getting everything disconnected from the Nortel network core switches independently of the new Cisco voice solution. Presidio and Fort Worth will work together to develop a plan to eliminate the aging Nortel network core switches in the early steps of the Phase Two migration. Before the Phase Two migration can begin a detailed planning session is required to gather all of the site details from each location. These details will be used to develop an accurate list of requirements per location. A detailed Scope of Work(SoW)and Bill of Materials (BoM)will be provided at the end of the Planning Phase. 1.3.Solution Overview This proposal is for Phase Two Planning which will address the remaining sites throughout Fort Worth. Fort Worth and Presidio will perform an onsite walkthrough of each location to gather the information needed to complete Phase Two. Before the walkthroughs start Presidio and Fort Worth will work together to develop a detailed checklist for each site. Presidio will maintain the master document with the consolidated data for all locations. The walkthroughs will be a joint effort between Presidio and Fort Worth. The walkthroughs will consist of two Presidio engineers(1-Network; 1- Voice)and two Fort Worth engineers(1-Network; 1-Voice). Once all of the data has been collected, Presidio and Fort Worth will work closely to review the data and validate that all expectations and responsibilities for the Phase Two migration are understood. Revision:1.3 Confidential and Proprietary Page 4 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 17 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S 1 D'0-B June 1,2016 UC and Network Refresh Planning Phase 2 1.4. Impact This project is recommended as a means of achieving critical goals and objectives at Fort Worth. The investment in the proposed solution will help to consolidate and reduce costs while increasing reliability and improving customer and employee satisfaction. Improved efficiencies in workflow,increased collaboration and stable/always-on information platforms will benefit the Fort Worth user community. Here are some of the key improvements that Fort Worth will gain with the new Cisco UC solution: • Ability to merge operational and support staff via the convergence of telephony as an application on the data network • Ability to cross train staff and gain associated efficiencies of staff expertise • Transporting voice traffic on-net reducing traditional trunking and long distance charges • Capability to convert traditional copper trunking(PRI,Analog)to SIP trunking.Most companies realize between 15%to 50%reduction on recurring telco costs • Ability to deploy a system wide presence and instant messaging—allowing employees and partners to reach the right resource instantly • Ability to deploy desktop sharing and web conferencing allowing instant collaboration and viewing of applications and documents between stakeholders(CAD drawings, spreadsheets,etc.) • Ability to deploy video capable endpoints to provide a richer meeting experience • Ability for one click escalation of conversations from instant messaging to voice to desktop share to video,allowing faster interactions and decision making • Capability to securely extend the suite of collaboration applications to mobile users on iPhone,iPad and Android devices providing staff and partners to interact with the right resource,regardless of location Revision;1.3 Confidential and Proprietary Page 5 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 18 of 48 Rev. 12/2015 City Secretary Contract No. City of Fort Worth P R E S I D 10 MO# 1003115003408 June 1,2016 UC and Network Refresh Planning Phase 2 2. SYSTEMS ENGINEERING AND PLANNING PHASE 2.1. Introduction The Systems Engineering Planning Phase is the detailed planning and design that incorporates discovery,analysis,and knowledge transfer. Key Presidio team members will be assigned during the Planning Phase and will include the following: 2.1.1. Project Manager Presidio will provide a Project Manager(PM)who is well-versed in the technology involved and experienced in project management best practice methodologies. Responsibilities will include: • Work with Fort Worth and Presidio project personnel to prioritize and plan the activities for the duration of the engagement. Establish lines of communication and frequency of reporting. • Review and communicate the status of the project with periodic status reports and/or conference calls that highlight performance on planned tasks,as well as any issues or other areas requiring attention by Presidio and/or Fort Worth. • Monitor quality on the project and establishing effective communications with Fort Worth staff,while maintaining focused,high-quality effort through project completion. • Create an implementation schedule with all necessary tasks and associated timelines. • Attend any appropriate Project Systems Engineering and Planning Phase Workshops that require PM participation and associated follow-up(Action Iterns, Resource Planning, etc.). 2.1.2. Engineering Personnel Presidio will assign a lead senior consulting and systems architect who will lead this project from a technology and design perspective. This engineer will work closely with Fort Worth technical lead to ensure the design,configurations,equipment specifications, and methodology are accurate and in line with the overall project goals. This consulting engineer will also consider and make recommendations to ensure that the specifics of this project are in line with the greater system wade architecture and technology goals of Fort Worth_ 2.2.Systems Engineering and Planning Phase Scope of Work 2.2.1.Systems Engineering and Planning Phase Tasks The following Systems Engineering and Planning Phase tasks will be performed during this phase: • Project Kickoff Meeting • Verification of roles and responsibilities Revision:1.3 Confidential and Proprietary Page 6 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 19 of 48 Rev. 12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S I D I June 1,2016 UC and Network Refresh Planning Phase 2 2.2.2.Systems Engineering and Planning Phase Elements The following elements will be identified,reviewed and/or defined: 2.2.2.1.Site Information Sites included as part of this project: Please refer to the spreadsheet that contains the site lists 2.2.2.2.Create Checklist for Site Walkthroughs 2.2.2.3.Create Site Walkthrough Schedule The goal will be to group the sites geographically so that travel time between sites will be minimal. 2.2.2.4.Site Walkthroughs(Presidio Tasks Network and Voice) • Network Tasks per MDFIIDF: Rack Space Available power outlets Existing UPS Number of total access ports and ports used Number of total uplink ports and ports used • Fiber termination types Demarcation extension requirements • Voice Tasks per site: Leveraging the Fort Worth provided Nortel report assist in validating the phones and determining phone models(8841 vs 8851+KEM) • Note wall mount phones • Note phones that are located where there is not a PC/workstation Voice Circuits(e.g. PRI or POTS) Gather paging details for the specific locations identified by Fort Worth Analog • Review and document the cabling • Account for power, network and rack/wall space 2.2.2.5.Site Walkthroughs(Fort Worth Tasks Network and Voice) Network Tasks per MDF/IDF: Identifying all MDF/IDFs per site Environmental such as heating/cooling Revision;1.3 Confidential and Proprietary Page 7 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 20 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S I D I June 1,2016 UC and Network Refresh Planning Phase 2 Electrical such as sufficient power or failing UPS Security such as Access Control Cabling (CAT 3,CAT 5e,etc.) Identifying the data circuit location and type Identify sites that require new racks Voice Tasks per site: Provide a Nortel report that shows the current ports and phones Leveraging the Nortel report assist in validating the phones and determining phone models(8841 vs 8851+KEM) Note wall mount phones • Note phones that are located where there is not a PC/workstation Provide total number of voicemail users Provide total number of additional switch ports needed to cover phones that will require a dedicated network link ■ Validate that a CAT5e network drop is available Identify which sites have overhead paging Identify any sites that require Singlewire licensing Identify users that need recording Identify the number of auto attendants Identify any attendant console requirements Identify the number of conference phones needed • If replacing an existing analog conference phone,determine if a CAT5e network drop is available Identify any special headset cords Identify any special handset cords 2.2.2.8.Data Consolidation and Document Creation 2.2.2.7. Training Plan(It Applicable) • Administrator Training • User Training • Training Setup&Preparation 2.2.2.8.Miscellaneous • Equipment staging and warehousing • Inventory Revision;1.3 Confidential and Proprietary Page 8 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 21 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 r n E S I V 1 June 1,2016 UC and Network Refresh Planning Phase 2 > Asset tagging • Storage of Legacy Equipment e Special Areas of Deployment 2.3.Planning Phase Deliverables Document . . Systems Engineering Detailed design;project plan;project logistics;and Documents finalized Execution Phase billing milestones Execution Phase Proposal Full Statement of Work for the execution of Phase Two Bill of Materials(BoM) Quote for complete BoM needed to complete Phase Two Revision:1.3 Confidential and Proprietary Page g of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 22 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S I D 10 June 1,2016 UC and Network Refresh Planning Phase 2 3. ASSUMPTIONS The following project assumptions are made: 1. All engineering schedule changes require 1-week advance notice if the change is due to circumstances beyond the control of Presidio. Compliance with schedule changes made with less than 1-week advance notice will be at the sole discretion of Presidio. 2. All tasks are subject to scheduling and may occur in a non-consecutive timeframe. 3. Performances of tasks not specified in this proposal are outside the scope of this proposal and will necessitate the execution of a Project Change Request and may result in a change of scheduling,staffing and/or pricing. 4. Fort Worth will provide access to the existing system. 5. Fort Worth will provide documented phones and ports currently in use at each location in the format requested by Presidio. 6. Fort Worth will provide to Presidio during the Systems Engineering and Planning Phase any change management policy and procedure that will need to be followed as part of the Execution Phase. Fort Worth will manage the internal change management process and any communications to end-users. Revision;1.3 Confidential and Proprietary Page 10 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 23 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S I D 10. June 1,2016 UC and Network Refresh Planning Phase 2 4. PRICING Presidio will invoice Fort Worth based on the project milestone(s) listed below: Billing Milestone Fixed Estimated Amount Planning Phase Kickoff and Site Checklist Fixed $23,265.00 Complete Sites 1 through 45 Complete Fixed $40,530.00 Sites 46 through 90 Complete Fixed $40,530.00 Sites 91 through 135 Complete Fixed $40,530.00 Sites 136 through 181 Complete Fixed $40,530.00 Planning Phase Complete Fixed $43,530.00 Planning Phase Total $228,915.00 Invoices should be sent to the following address: City of Fort Worth Attn:Accounts Payable 4000 Throckmorton St Fort Worth, TX 76102 Expenses Any travel and incidental expenses incurred by Presidio in association with the execution of this Proposal are included in the pricing listed above. Revision:1.3 Confidential and Proprietary Page 11 of 13 PRESfDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 24 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth Mo# 1003115003408 P R E S I D 10 June 1,2016 UC and Network Refresh Planning Phase 2 5. TERMS AND CONDITIONS This Proposal/Project is governed by the terms and conditions set forth in the Presidio-State of Texas Department of Information Resources Contract# DIR-TSO-2542,or other agreement as separately executed by the parties. Revision:1.3 Confidential and Proprietary Page 12 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 25 of 48 Rev.12/2015 City Secretary Contract No. City of Fort Worth MO# 1003115003408 P R E S I D 10 June 1,2016 UC and Network Refresh Planning Phase 2 6. AUTHORIZATION TO PROCEED The use of signatures on this Proposal is to ensure agreement on project objectives and the work to be performed by Presidio. Presidio signature signifies our commitment to proceed with the project as described in this document. Please review this document thoroughly,as it will be the basis for all work performed by Presidio on this project. This Proposal is valid for a period of sixty(60)days from the date that this proposal is provided by Presidio to Fort Worth unless otherwise agreed to by both parties. City of Fort Worth <�o aLQDI--- C)) up Signature Date Susan Alanis Asia-1140—pt W+vim air Printed Name&Title Presidio Networked Solutions Group,LLC. C;1,1 l Signature c Date Printed Name&Title Please sign and return the entire document to fax number 469.549.3870 or SBamesCD_Presidio.com. Thank you! Revision:1.3 Confidential and Proprietary Page 13 of 13 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 26 of 48 Rev. 12/2015 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE Rosidio v.,rill invoice Fort Worth based on the project milostone(s) listed Wow: Billing milestone Fixed/Estimated Amount Planning Phase Kckoff and Site Checklist Fixed $23,265,00 Complete Sites I through 45 Complete Fixed SA11,530.00 Sites 46 through 90 Complete Fixed 540.530 00 Sites 91 through 135 Complete Fixed 540,530.00 Sites 136 through 181 Comploto Fixed $40,530.00 Planning Phase Complete Fixed I543,530,00 Planning Phase Total $228,915,00 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 27 of 48 Rev. 12/201S City Secretary Contract No. EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref. #: Milestone/Deliverable Name: Unit Testing Completion Date: Milestone/Deliverable Target Completion Date: Milestone/Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name: �v�Q �lov�hl/ Printed Name: Title: C �l¢ ✓ Title: Date: Gl. 1�(, (�j Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 28 of 48 Rev. 12/2015 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 unified communications and network refresh planning for Phase 2. In order to provide the necessary support, Contractor needs access to data network, telephone systems, Internet, Intranet, call center applications, Active Directory/LDAP configuration. 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 unified communications and network refresh planning for Phase 2. 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. Contract No.. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. PO 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, PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 29 of 48 Rev.12/2015 City Secretary Contract No. 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. [SIGNATURE PAGE FOLLOWING] PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 30 of 48 Rev.12/2015 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF/FORT) WO H: PRESIDI0 NETWORKED SOLUTIONS,LLC: By: By: Sus�n Al is Assrstan CityI4 ager ArP ��p,i i^���� �ra r�YAra*; � C t—,�o�12✓ Date: `"1 (;� lu Date: �LE • �,w APPROVED AS TO FORM ATTEST: AND LEGALITY: By: 1 By: 4W . Christa R ynolds Senior Assistant City Attorney up b Up ps�l�"�+J 000 00 D A OFFICIAL RECORD CITY SECRE ARY 11 .WORTH9 TX PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 31 of 48 Rev. 12/2015 City Secretary Contract No. EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Presidio Networked Solutions Group, LLC Full Business Address 1955 Lakeway Drive, Ste. 220,Lewisville,TX 75057 Services to be Provided Professional consulting services to begin unified communications and network refresh planning Phase 2 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: Julie Brasher Position: Area VP,Finance and Operations Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of Presjdent/CEO Other Title: Date: , ivi- 1 lv PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 32 of 48 Rev.12/2015 City Secretary Contract No. EXHIBIT F DIR-TSO-2542 DIRContract ontract No. DIR-TSO-2542 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES CISCO SYSTEMS,INC. 1. Introduction A. Parties This Contract for Products and Related Services("Contract")is entered into between the State of'lexas("State"),acting by and through the Department of Information Resources ("DIR")with its principal place of business at 300 West 151x' Street, Suite 1.300, Austin, Texas 78701,and Cisco Systems, Inc. ("Vendor"), with its principal place of business at 170 West Tasman Drive,San Jose,California 95134. 11. Compliance with Procurement Laws 'Illis Contract is the result of compliance with applicable procurement laws of the State. DIR issued a solicitation oil the Comptroller of Public Accounts' Electronic State Business Daily, Request for 011er(RFO)DIR-TS0-TMP-2I5,on December 6,2013,for Cisco Branded Equipment and Related Services, Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-215 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Standard 'Penns and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, End User License Agreement; Appendix E, Service Agreement; Appendix F, Non-Entitlement Destroyed Products, Appendix F1, Non-Entitlement Scrapped Products; Appendix F2, Non- Entitlement Stolen Products; Appendix F3, Non-Entitlement Non-Genuine Products; Appendix F4, Non-Entitlement Secondary Market Products; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-215, including all addenda; and Exhibit 2, RFO DIR- TSO-TWIP-215, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph,the controlling document shall be this Contract,then Appendix A, then Appendix I3, then Appendix C, then Appendix D, then Appendix E, then Appendix F, then Appendix F1, then Appendix F2, then Appendix F3, then Appendix F4, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but:do not actually conflict,the more recent provisions shall be deerned to have superseded earlier provisions, 2. Term of Contract T13e tern of this Contract shall be one(1)year commencing on the last date of approval 10/30/13 Page 1 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 33 of 48 Rev. 12/2015 City Secretary Contract No. DIR Contract No. DIR-TSO-2542 Vendor Contract No. by DIR and Vendor. Prior to expiration of the original term. DIR may extend the Contract,by amendment for up to three(3)optional one-year terms. Protracted contract negotiations may,in DIR's sole discretion,result in fewer optional renewal ternis. 3. Product and Service Offerings A. Products Products available under this Contract are limited to Cisco Branded products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of the RFO and products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.B above. B. Services Services available under this Contract are limited to Cisco Branded services as specified in the RFO and Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.B above. C. Emerging Teelmologies and Future Acquisitions DIR recognizes that technology is ever-evolving and advancing. DIR reserves the right to consider the addition of emerging technology such as next generation, enhancements and upgrades for products or services that are within the scope of data communications and networking equipment and related services. Vendor may propose such products or services throughout the term of the contract. Pricing and terms will be negotiated upon DIR acceptance. Any determination will be at DIR's sole discretion and any decision will be final. In addition, Texas DIR and Vendor may mutually agree to add future acquisitions of Cisco to the contract. Subsequent terms of the acquisition(s) and pricing will be mutually agreed upon in writing and amended under the contract. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. 5. DIR Administrative Fee A)The administrative fee to be paid by the Vendor to DIR based on the Net Purchase Price (as later defined in this Section) to Customers pursuant to this Contract is three quarters of one percent (.75%). For example, the administrative fee for sales totaling $100,000 shall be $750.00."Net Purchase Price"=Vendor's product list price,minus all applicable contract discounts, rebates or value added incentives and excluding sales, use or other applicable taxes,surcharges or like fees,to the extent applicable to an order. 10/30/13 Page 2 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 34 of 48 Rev. 12/2015 City Secretary Contract No. DIR Contract No. DIR-TSO-2542 Vendor Contract No. B)All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the tern of this Contract, upon thirty (30) days advance written notice to Vendor without f rther requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated by Vendor in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to tine State: Dana L.Collins,CTPM,CTCM Manager,Contract and Vendor Management Department of Infonnation Resources 300 W. 15'x'St.,Suite 1300 Austin,Texas 78701 Phone: (512)936-2233 Facsimile:(512)475-4759 Email: dana.collinsWintexas.gov If sent to the Vendor: Mimi Fatr Cisco Systems, Inc. 2375 E.Camelback Road,4th Floor Phoenix,AZ 85016 Phone:408-527-2627 Email: mimneuye(Acisco.com 7. Software License and Service Agreements A. End User License Agreement 1) Customers acquiring software licenses tinder the Contract shall hold, use and operate such sollivare subject to compliance with the End User License Agreement set forth in Appendix I) of this Contract. No changes to the End User License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix 1). Vendor and Order Fulfiller shall make the End User License Agreement terns and conditions available to all Customers at all times. 2) Compliance with the End User License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the End User License Agreement. If DIR purchases software licenses for its own use Wunder this Contract, it shall be responsible for its compliance with the End User License Agreement terns acrd conditions. 10/30/13 Page 3 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 35 of 48 Rev.12/2015 City Secretary Contract No. DIR Contract No. DIRA SO-2St2 Vendor Contract No. B. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terns which may he issued by Vendor alter the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license teens between Customers and Vendor. It is the Customer's responsibility to react the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. C. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix E of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DTR. 1).Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State,such conflicting or additional terns shall not take precedence over the terns of this Contract. S. Authorized Exceptions to Contract or any Appendices. A. Section 3. Definitions, G. Purchase Order is hereby replaced in its entirety as follows: Purchase Order-the Customer's fiscal form or format,which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument), The terns of this agreement supercedes any terns printed on Customer's Purchase Order and any Purchase Order terms are null acid void. B. Section 4. General Provisions,D. Assignment is hereby replaced in its entirety as follows: DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest(for DIR,another Texas state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require 10130/13 Page 4 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 36 of 48 Rev.12/2015 City Secretary Contract No. DIR Contract No. DIR-TSO-2542 Vendor Contract No. written notification by the assigning party. Any other assignment by a party shall require the written consent of the other party. Each party agrees to cooperate to amend the Contract as necessary to maintain an accurate record of the contracting patties. C.Section 5.Intellectual Property Matters is hereby replaced in its entirety as follows: This contract does not contemplate, authorize or support acquisition of custom software products or services. i Vendor and Customer seek to contract for such product or service,they must use a separate contract or seek amendment with DIR of this contract. If DIR and Vendor decide to authorize customized software or hardware products;then the intellectual property language will be negotiated and applied. D. Section 7.Contract Fulfillment and Promotion,A.Service,Sales and Support of the Contract is hereby replaced in its entirety as follows: Vendor shall provide service, sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote services available under the Contract. Vendor shall use its commercially reasonable efforts to ensure that potential Customers are made aware of the existence Of the Contract. All sales to Customers for services available under the Contract shall be processed through the Contract. E. Section 7. Contract Fulfillment and Promotion, E. Internet Access to Contract and Pricing Information is hereby replaced in its entirety as follows: 1) Vendor Website Within thirty days of the effective date of the Contract, Vendor will establish and maintain a website specific to the product and service offerings under the Contract which is clearly distinguishable from other, nun-DIR Contract offerings at Vendor's website. 'Ilse website must include: the product and services categories offered, product aid service specifications(if applicable),Contract pricing, designated Order Fulfillers, contact information for Vendor and designated Order Fulfillers, instructions for obtaining quotes and placing Purchase Orders, and warranty and return policies. The Vendor's website shall list the DIR Contract number, reference the DIR Information and Communications Technology(ICT)Cooperative Contracts program,display the DIR logo in accordance with the requirements in paragraph F of this Section,and contain a link to the DIR website for the Contract. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely manner. Vendor, at its own expense, shall correct any non- conforming or inaccurate infortnation posted at Vendor's website within thirty (30) business days after written notification by DIR. 10/30/13 Page 5 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 37 of 48 Rev.12/2015 City Secretary Contract No. DIR Contract No. DIR-rSO-2542 Vendor Contract No. 3) Website Complimice C7iecks Periodic compliance checks of the information posted for the Contract on Vendor's website will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this website is uniforrn with the pricing as stated in Section 4 of the Contract. 4) Website Changes Vendor hereby consents to a link from the DIR website to Vendor's website in order to facilitate access to Contract information. "fhc establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and/or maintain the link. 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the Contract,and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Vendor shall not restrict DIR or Customer access to Contract teens and conditions including pricing, i.e., through use of restrictive technology or passwords. 6) Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of listed content if,in the opinion of DIR,it does not adequately represent the Contract. N. Section 7. Contract Fulfillment and Promotion, G. Vendor and Order Fulfiller Logo is hereby replaced in its entirety as follows: In the event DIR should need use of Vendor Logo, written mutually agreed upon criteria will be coordinated with Vendor. G. Section S. Purchase Orders, Invoices, Payments, C. Customer Price, is hereby replaced in its entirety: 1)The price to the Customer shall be calculated as follows: Customer Price=MSRP—Customer Discount 2) Customers purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers.In such event, a copy of such better offerings shall be furnished to DIR upon request. 3) If pricing for Vendor's products or services available raider this Contract are 10/30/13 Page 6 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 38 of 48 Rev.12/2015 City Secretary Contract No. DIR Contract No. DIR--TSO.2542 Vendor Contract No. provided at a lower price to: (i)an eligible Customer in Texas who is not purchasing those products or services under this Contract or (ii) any other Texas entity or consortia authorized by 'Texas law to sell said products and services to eligible Customers,then the available Customer Price in this Contract shall be adjusted to that lower price prospectively. 'Tliis requirement applies to products or services quoted directly by Cisco Systems, Inc. for a quantity of one (1) under like terms and conditions, and does not apply to voluaue or special pricing purchases. Upon either Customer's notice to Vendor,or Vendor's notice to Customer that the party(ics)have become aware of this pricing differential and the pricing differential has been eonfirned by Vendor or Customer provides reasonable confirmation to Vendor,this Contract shall be amended within ten(10)business days to reflect the lower price. H. Section 8. Purchase Orders, Invoices,Payments,H. C7nanges to Prices, is hereby replaced in its entirety: Vendor may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. Price decreases shall take effect once 1) Vendor notifies DIR of any pricing changes and 2)the pricelist has been updated/posted on the DIR webpage. I. Section 8. Purchase Orders, Invoices, Payments, L. Transfer of Title is hereby added to this section as follows: Transfer of Title shall occur upon acceptance of goods. Customer shall have five (5) business days after delivery to accept product.Absent written rejection within the five (5) business days, product will be deemed accepted without waiving the right to return product as set forth under Vendor warranty provisions. J. Section 9.Contract Administration,B.Reporting and Administrative Fees is hereby replaced in its entirety: 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Order 1�ulfillers under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the administrative fees in accordance with the due dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessaty to enforce its rights under this section, including but not limited to, compliance checks of Vendor's applicable Contract books at DIR's expense. 2) Detailed Monthly Repoil Vendor shall electronically provide DIR with a detailed monthly report in the,format required by DIR showing the dollar volume of any and all Net Purchase Price for invoices billed under the Contract for the previous month period. Reports shall be submitted to the DIR ICI' Cooperative Contracts E-Mail Box at 10/30/13 Page 7 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 39 of 48 Rev.12/2015 City Secretary Contract No. DIR Contract No. DIR-TSO-21542 Vendor Contract No. ict.salesOMintexas.gov. Reports are due on the fifteenth(151")calendar day atter the close of the previous month period, It is the responsibility of Vendor to collect and compile all sales under the Contract from participating Order Fulfillers and submit one (1) monthly report. Tlie monthly report shall include, per transaction: the detailed sales for the period, the Order Fulfiller's company name, if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer,quantity,unit price,extended price,Customer Purchase Order number, contact name,Customer's complete billing address,and other inforniation as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. 3) IIistorically Underutilized Businesses Subcontract Reports a) If historically Underutilized Businesses are used by Vendor, Vendor shall electronically provide each Customer with their relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR. b) Reports shall be due in accordance with the CPA rules. 4) DIR Administrative Fee a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating, executing, and administering the Contract. The maximum administrative fee is set by the Texas Legislature in the biennial General Appropriations Act. Payment of the administrative fee shall be due on the fifteenth (15111) calendar day after the close of the previous month period. DIR may change the amount of the administrative fee upon thirty (30) days written notice to Vendor without the need for a formal contract amendment. b) Vendor shall reference the DIR Contract number on any remittance instruments. 5) Accurate and Timely Submission of Reports a) '11ie reports and administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports or late administrative fee payments within ten (10) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or administrative fee payments or deliver late reports and fee payments within three (3) business days, Vendor must. contact DIR and provide a corrective plan of action,including the timeline for completion of correction.The corrective plan of action shall be subject to DIR approval,such approval not unreasonably withheld. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section,at DIR's expense. 10/30/13 Page 8 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 40 of 48 Rev.12/2015 City Secretary Contract No. DIR Contract No. DIR-TSO-2542 Vendor Contract No. c)Failure to timely submit three(3)reports within any rolling twelve(12)month period may,at DIR's discretion,result in termination of Vendor's Contract. K. Section 9.Contract.Administration,C.Records and Audit,paragraph 3)is hereby amended as follows: Vendor and/or Order Fulfillers shall grantaccess to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to the DIR Internal Audit department or DIR Contract Management staff, including the compliance checks designated by the DIR Internal Audit department, DIR Contract Management stag, the State Auditor's Office,and of the United States,and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor and/or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and/or Order Fulfillers thirty(30) business days' notice prior to inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall be made available during regular office hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to the DIR Internal Audit department, or DIR Contract Management staff and designees as needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If Vendor is found to be responsible for inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Vendor must pay within thirty(30)days of receipt. L. Section 10. Vendor Responsibilities,A. Indemnification,2)Acts or Omissions is hereby replaced in its entirety as follows: Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR 'THEIR EMPLOYEES, AGENTS, REPRESENTA'T'IVES, CONTRACTORS, AND/OR PERMITTED ASSIGNEES, FROM ANY AND ALL LIABILITY,ACTIONS,CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED REASONABLE COSTS, ATTORNEY FEES, AND EXPENSES resulting from bodily injury(including death) or damage to tangible property to the extent directly arising out of. or resulting from any negligent acts or omissions, or willful misconduct of the Vendor or its agents, employees, or subcontractors, in the execution or performance of the Contract and any Purchase Orders issued tinder the Contract. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. 10/30/13 Page 9 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 41 of 48 Rev.12/2015 City Secretary Contract No. Ala Contract No. DIRA SO-2542 Vendor Contract No. M. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements is hereby replaced in its entirety as follows: a) Vendor shall indemnify and hold harmless the State of Texas and Customers, ANWOR THEIR IiMPI,OYI I S, AGEN'T'S, REPRFISEN•I'ATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES, from any and all third party claims for infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE L.IAIBLE TO PAY ALL REASONABLE COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES FOR STATE AGENCY CUSTOMERS. THE DEFENSE SMALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL, FOR TEXAS STATE. AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. Notwithstanding the foregoing, such indemnity shall not apply, and Vendor shall have no liability,for any claim of infringement caused solely by: a)Modification of a product by Customer or a third party b) The amount or duration of use which Customer makes of the Product, revenue earned by Customer from services it provides that use the Product, or services offered by Customer to external or internal customers c) Combination, operation, or use of a product with non-Cisco products, software or business processes d) Customers use of the products after Vendor informs Customer of modifications or a change required to avoid such claims and offers to implement those changes c)any modifications made to the Product by the Vendor pursuant to Customer's specific instructions. b)If Vendor becomes aware of an actual or potential claim,or Customer provides Vendor with notice of an actual or potential claim, Vendor may(or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non-infringing. 10/30/13 Page 10 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 42 of 48 Rev. 12/2015 City Secretary Contract No. DIR Contract No. DIR-TSO-2.542 Vendor Contract No. N. Section 10. Vendor Responsibilities, B. Taxes/Worker's Compensation/ UNEMPLOYMENT INSURANCE, Paragraph 2) is hereby replaced in its entirety as follows_ VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND/OR "THEIR EMPLOYEES, AGEN'T'S, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY,ACTIONS,CLAIMS, DEMANDS,OR SUI`T'S,AND AL.L, RELATED COSTS, REASONABLE ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX. LIABILITY. UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS PERFORMANCE; UNDER 'PHIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS' FEES. THE DEFENSE SHALL, BE COORDINATED BY VENDOR WI'T'H THE; OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. O. Section 10 Vendor Responsibilities, C. Vendor Certifications, (vii) is hereby replaced in its entirety as follows and add(xvi): (vii) Vendor and its principals are not suspended or debarred from doing business with the federal government as listed in the System for Award Management(SAM) maintained by the General Services Administration, (xvi) representt and warrant that the Customer's payment and their receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008,'Texas Government Code. P. Section 10. Vendor Responsibilities, H. Confidentiality is hereby replaced in its entirety as follows: 1) Vendor acknowledges that DIR and Customers that are state agencies are government agencies subject to the Texas Public Information Act. Vendor also acknowledges that DIR and Customers that are state agencies will comply with the Public Information Act,and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract,DIR may provide Vendor with information related to Customers. Vendor shall not re-sell or otherwise distribute or release Customer information to any party in any manner. a) Customer and Vendor agree that in connection with this Contract and their relationship,they may obtain Confidential Information. The receiving party shall 10/30/13 Page 11 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 43 of 48 Rev.12/2015 City Secretary Contract No. DIR Contract No. DIR--TSCY-2542 Vendor Contract No. at all times keep in trust and confidence all such Confidential information, and shall not use such Confidential Information other than as expressly authorized by the disclosing party tinder this Agreement, nor shall the receiving patty disclose any such Confidential Information to third parties without the disclosing party's written consent. Notwithstanding the above, Vendor shall be authorized to disclose Customer's Confidential Information to contractors or employees of a Vendor entity who have a legitimate business need to have access to such information As allowed under record and retention policies and laws, the receiving party shall immediately return to the disclosing party all Confidential Information (including copies thereof) in the receiving party's possession, custody,or control upon termination or expiration at any time and for any reason of this Agreement. The obligations of confidentiality shall not apply to information which(a)has entered the public domain,except where such entry is the result of tine receiving party's breach of this Agreement; (b) prior to disclosure hereunder was already rightfully in the receiving party's possession; (e) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information to the receiving party. The receiving party will be authorized to disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the receiving party provides (i)prior written notice to the disclosing party of such obligation and (ii) the opportunity to oppose such disclosure.Customer may disclose information necessary to comply with the Texas Public Information Act. Vendor shall not disclose, advertise,or publish the terms and conditions of this Agreement without the prior written consent of the Customer. Any press release or publication by Vendor regarding this Agreement is subject to prior review and written approval of DIR and Customer. Customer may publish the contract in its customary manner or as required by law or for the conducting of public business. Q. Section 10. Vendor Responsibilities, J. Background and/or Criminal History Investigation is hereby replaced in its entirety as follows: Prior to commencement of any set-vices, background and/or criminal history investigation of the Vendor and/or Ch-der Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by certain Customers requiring such investigations.Subject to Customer underwriting the costs incurred for investigations of Vendor's personnel who voluntarily elect to undergo such screening to perform Services, Customer will interface directly with such personnel regarding scheduling the testing and results. Customer understands and agrees that such testing results shall not be communicated directly to Cisco. However, to the extent Customer requires additional candidates for such screening, Cisco will direct volunteer to Customer for follow up. If any Vendor employee refuses to so agree to an investigation, such employee may be denied access to Customer's premises. Should any employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing services to the Customer tinder the Contract not be acceptable to the Customer as a result of the background and/or criminal history 10/30/13 Page 12 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 44 of 48 Rev. 12/2015 City Secretary Contract No. DIR Contract No. DTR-TSO-2542 Vendor Contract No. check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. R. Section 10. Vendor Responsibilities, K. Limitation of Liability is hereby replaced in its entirety as follows: For anv claim or cause of action arising tinder or related to the Contract: i)to the extent permitted by the Constitution and the laws of the State of'texas, none of the parties shall be liable to the other for punitive, special, incidental, indirect, lost revenue or lost profits, or consequential damages, whether arising in contract, tort (including negligence) or otherwise even if it is advised of the possibility of such damages; and ii)Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of patent,trademark, or copyright infringement. S. Section 10. Vendor Responsibilities, N. Required Insurance Coverage is hereby replaced hi its entirety as follows: Els a condition of this Contract with DIR, Vendor shall provide certificates of insurance, or other proof of insurance, reflecting the maintenance of the listed insurance coverage within 5 days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perforin work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a.Purchase Order until such proof of insurance coverage is provided to,and approved by,DIR and the Customer. All required insurance must be issued by companies that have an A.M.Best's financial rating of A-or better and duly licensed, admitted,and authorized to do business in the State of Texas.1`he Customer and DII2 will be natned as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. In the event Vendor receives notice of cancellation of coverage, Vendor shall promptly replace such coverage so that no lapse in insurance occur. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include a combined single limit of$500,000 per occurrence for coverage A, 13, & C including products/completed operations, where appropriate, with a separate aggregate of $500,000. The policy shall contain the following provisions: 10/30/13 Page 13 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 45 of 48 Rev. 12/2015 City Secretary Contract No. DIR Contract No. DIR--TSC)-2532 Vendor Contract No. a)Blanket contractual liability coverage for liability assumed under the Contract; b)Independent Contractor coverage; e) State of'Texas, DIR and Customer listed as an additional insured; but only to the extentt of liabilities falling within V'endor's contractual and indemnity obligations pursuant to this Agreement;and d) Waiver of Transfer Right of Recovery Against Others in favor of DIR and/or Customer,but only to the extent of liabilities falling within Vendor's contractual and indemnity obligations pursuant to this Agreement. 2) Workers'Compensation Insurance Workers' Compensation Insurance and Employers' Liability coverage must include limits consistent with statutory benefits outlined in the Texas Workers'Compensation Act (Art. 8308-1.01 et sect. Tex. Rev. Civ. Stat) and minimum policy limits for Employers' Liability of$250,000 bodily injury per accident, $500,000 bodily injury disease policy limit and$250,000 per disease per employee. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned,non-owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternative acceptable limits are$250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and/or Customer: a)Waiver of Subrogation, but only to the extent of liabilities falling within Vendor's contractual and indemnity obligations pursuant to the ternis of this Agreement; b) Definition of Insured to include those parties to whom Vendor owes contractual liability coverage. T. Section 11. Contract Enforcement, B. Termination, 2) Absolute Right is hereby replaced in its entirety as follows: DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224, 'Blocking Property and Prohibiting Transactions with Persons Glrho Commit. Threaten to Commit, or Support Terrorists", published by the united States Department of the 'Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the System for Award Management(SARI) maintained by the General Services Administration; or(iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section 12.A, Notices,of intent to tenninate. 10/30/13 Page 14 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 46 of 48 Rev.12/2015 City Secretary Contract No. DIR Contract No. DIR--TSO-2542 Vendor Contract No. U. Section 11. Contract Enforcement, C. Force Majeure is hereby replaced in its entirety as follows: DIR, Customer, Vendor or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of Clod, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party sulTering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. However,a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. V. Appendix 1), End User License Agreement to DIR-TSO-2542 the following applies: The following terns of Vendor's End User License Agreement shall have the same priority as the ternis of this final contract document; SECTIONS HEREIN ENTITLED "LICENSE", "GENERAL LIMITATIONS", "SOFTWARE, UPGRADES AND ADDITIONAL COPIES", "PROPRIETARY NOTICES", "CUSTOMER RECORDS"AND"IDENTIFIED COMPONENTS". (Remainder of page intentionally left blank) 10/30/13 Page 15 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 47 of 48 Rev. 12/2015 City Secretary Contract No. DIR Contract No. DIRZ TSO-2542 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. CISCO Systems,Iblc. Authorized By: Signature on File Name: Phil Lozano Title: Director of Finance Date: 5/5/14 The State of Texas,actatg by and through the Department of Information Resources Authorized By:_Signature on File Name: Karen Robinson Martin Zelinslcv for Karen Robinson Title: Executive Director Date: 5/5/14 Office of General Counsel: drb 5/5/14 10/30/13 Page 16 of 16 PRESIDIO NETWORKED SOLUTIONS Professional Services Agreement-Technology Page 48 of 48 Rev.12/2015 Client#: 1780514 150PRESINET DATE(MM/DD/YYYY) ACORDT,, CERTIFICATE LIABILITY IN 9/14/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Christine Fitz Patrick NAME: BB&T-The Addis Group PHONE 610 233-4876 FAX 610-279-8543 AIC,No,Ext): A/C,No 2500 Renaissance Boulevard E-MAIL cfitz atrick bbandt.com Suite100 ADDRESS: pINSURER(S)AFFORDING COVERAGE NAIC# King Of Prussia,PA 19406-263 INSURER A:Great Northern Insurance Compan 20303 INSURED INSURER B:Federal Insurance Company 20281 Presidio Networked Solutions Group, LLC INSURER C:American Zurich Insurance Compa 40142 1955 Lakeway Drive INSURER D Suite 220 Lewisville,TX 75057 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY 35852422 10/01/2015 10/01/2016 EACH OCCURRENCE $1,000,000 CLAIMS-MADE I OCCUR PREMISES(EaEocccurr nce $1,000,000 X Contractual Liab MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 � PRO- PRODUCTS-COMP/OP AGG $2,000 OOO POLICY I •`I JECT LOC a OTHER: $ A AUTOMOBILE LIABILITY 73543321 10/01/2015 10/01/2016COMBINED SINGLE LIMITa accident $1,000,000 E X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS1XCoIlDed$1000 AUTOS Per accident X ompDed$1000 $ B X UMBRELLA LIAB X OCCUR 79857023 10/01/2015 10101/201C EACH OCCURRENCE $25000000 EXCESS LIAB CLAIMS-MADE AGGREGATE s25,000,000 DED RETENTION$ $ zR C WORKERS COMPENSATION WC980925902 3/01/2016 03/01/201 X sPER U E OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE — E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$1,000,000 B Prof E&O/Cyber 35983225 10/01/2015 10/01/201 Occur/Agg 20,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: UC and Network Refresh CERTIFICATE HOLDER CANCELLATION Cit of Fort Worth SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Kathy Agee-Dow ACCORDANCE WITH THE POLICY PROVISIONS. Management Analyst II Fort Worth, TX AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S16808688/M16229404 SHBL M&C Review CITY COUNCIL, CaE YORT�'ORT11 COUNCIL ACTION: Approved on 9/1312016 -Ordinance No. 22382-09-2016 REFERENCE,,, 04PHASE TWO NETWORK DATE: 9/13/2016 NO.: C-27897 NAME: INFRASTRUCTURE AND TELEPHONE REPLACEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Professional Services Agreement with Presidio Networked Solutions Group, LLC, in the Amount Not to Exceed $238,915.00 to Conduct Site Surveys for Phase Two of the Network Infrastructure and Telephone System Replacement Project and Provide a Scope of Work and Bill of Materials for Site Requirements for the Information Technology Solutions Department, Using a Texas Department of Information Resources Contract (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Agreement in the amount of $238,915.00 with Presidio Networked Solutions Group, LLC, to conduct site surveys for Phase Two of the Network Infrastructure and Telephone System Replacement Project and provide a Scope of Work and Bill of Materials for site requirements. DISCUSSION: On June 16, 2015, the City Council approved Mayor and Council Communication (M&C) C-27346 authorizing execution of a Professional Services Agreement with Presidio Networked Solutions Group, LLC (Presidio), in the amount not to exceed $6,997,362.00 for equipment and professional services, using a Texas Department of Information Resources contract to begin the replacement of the City's network and telephone systems. On March 22, 2016, the City Council approved M&C P-11848 authorizing an amendment to City Secretary Contract No. 46760 with Presidio in the amount of$419,433.00, increasing the total contract amount to $7,347,071.00 for the purchase of additional equipment and services for the network and telephone replacement project. Phase One of the Network and Telephone Systems Replacement Project is substantially complete, migrating 20 locations from the legacy Nortel network and voice systems to a Cisco Systems network and voice system. Before Phase Two can begin, IT Solutions must have an accurate, detailed list of migration requirements for the remaining locations. Funds of$7 million have been included in the FY2017 capital budget scheduled to be adopted on September 13, 2016. Using Texas Department of Information Resources Contract No. DIR-TSO-2542, Presidio will provide to the City detailed systems engineering documents, a Scope of Work for Phase Two, and a Bill of Materials for equipment needed to complete Phase Two. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. DIR Contracts have been competitively bid to increase and simplify the purchasing power of government entities. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22737&councildate=9/13/2016[9/14/2016 10:26:10 AM] M&C Review by the ITS Department and approved by M/WBE office, in accordance with the BDE Ordinance, because the purchase of goods or services is from source(s)where subcontractor or supplier opportunities are negligible. ADMINISTRATIVE AMENDMENT-An administrative change order or increase may be made by the City Manager to this Agreement for an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds will be available in the FY2017 Capital Budget, as appropriated, of the Information Systems Capital Projects Fund. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chart field 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount 1D I I ID I I Year (Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Kevin Gunn (8781) Additional Information Contact: Ron Burke (2655) Steve Streiffert (2221) ATTACHMENTS 04PHASE TWO NETWORK INFRASTRUCTURE AND TELEPHONE REPLACEMENT 8016 39100 CO2617.docx Presidio Form 1295 Certificate 2016-93278.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?U3--22737&r,ouncildate=9/13/2016[9/14/2016 10:26:10 AM]