HomeMy WebLinkAboutContract 32086 CITY SECRETARY
C,ONTRACT NO. �..
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH (the "City"), a home rule
municipal corporation situated in portions of Tarrant, Denton and Wise Counties,
Texas, acting by and through Marc Ott, its duly authorized Assistant City Manager,
and International Business Machines Corporation ("Consultant / Contractor"), a New
York Corporation.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with technical staff augmentation
services. Attached hereto and incorporated for all purposes incident to this Agreement
is Exhibit A describing the scope of services.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant
have executed this Agreement ("Effective Date") and shall continue in full force and
effect until terminated in accordance with the provisions of this Agreement or when the
City provides Consultant with written notice that Consultant has fulfilled its obligations
under this Agreement and that Consultant's services are no longer required. Unless
otherwise terminated as set forth herein, this Agreement will expire on June 30, 2008
("Expiration Date").
3. COMPENSATION.
The City shall pay Consultant hourly rates in accordance with the provisions of
this Agreement and based on services rendered, as set forth in Exhibit "B," which is
attached hereto and incorporated for all purposes incident to the Agreement.
Consultant shall not perform any additional services for the City not specified by this
Agreement unless the City requests and approves in writing the additional costs for
such services. The City shall not be liable for any additional expenses of Consultant
not specified by this Agreement unless the City first approves such expenses in writing.
Fees and Payment
Taxes — Charges and expenses will be stated exclusive of any taxes. If any authority
imposes a duty, tax, levy, or fee, excluding those based on Contractor's net income,
upon any transaction under this Agreement, then City agrees to pay that amount as
specified in an invoice or supply exemption documentation.
Payment of Invoices — All amounts will be specified in U.S. Dollars and are due upon
receipt of invoice and payable within thirty (30) days of receipt of invoice by the City.
The City agrees to pay accordingly, including any late payment charges. In the event
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of late payment, Contractor reserves the right to suspend the provision of Services and
to charge interest on amounts overdue, not to exceed 1%.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for
any reason by its providing the other party with 30 days' written notice of
termination.
•4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in
any fiscal period for any payments due hereunder, City will notify Consultant of
such occurrence and this Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the
City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds shall be appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration
Date, the City shall pay Consultant for services actually rendered as of the
effective date of termination and Consultant shall continue to provide the City
with services requested by the City and in accordance with this Agreement up
to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of interest related to Consultant's
services and proposed services with respect to the Scope of Services. In the event
that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to the City in writing.
Consultant, for itself and its officers, agents and employees, further agrees that it shall
treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after
final payment under this contract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of the
consultant involving transactions relating to this Contract. Consultant agrees that the
City shall have access during normal working hours to all necessary Consultant
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facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements
hereunder a provision to the effect that the subcontractor agrees that the City shall,
until expiration of three (3) years after final payment of the subcontract, have access to
and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the
subcontract, and further that City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this paragraph. City shall
give subcontractor reasonable notice of intended audits.
Access to records and the right to examine by the City shall not include records related
to personal information of Consultant's personnel, profit, or internal cost data. The
parties shall mutually agree to what documents and records the City or any third-party
shall gain access prior to the City or any third-party accessing such records and/or data,
and that the City shall bear all costs associated with all audit activity. Contractor shall
have no obligation to provide access to Contractor or third party confidential or
proprietary information.
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7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an
independent contractor as to all rights and privileges granted herein, and not as agent,
representative or employee of the City. Subject to and in accordance with the
conditions and provisions of this Agreement, Consultant shall have the exclusive right
to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior
shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors.
Consultant further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
SUBJECT TO SECTION 9 (LIMITATION OF LIABILITY), CONSULTANT SHALL
BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY LOSS, PROPERTY
DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND
ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
CONSULTANT SHALL NOT BE LIABLE FOR DEFECTS OR DAMAGE TO
THE CITY SYSTEM CAUSED BY INHERENT DEFECTS WITHIN THE PATCHES
PROVIDED BY MRO SOFTWARE, INC.
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9. LIMITATION OF LIABILITY
Circumstances may arise where, because of a default on Consultant's part or other
liability, the City is entitled to recover damages from Consultant. Regardless of the
basis on which the City is entitled to claim damages from Consultant (including
fundamental breach, negligence, misrepresentation, or other contract or tort claim),
Consultant is liable for no more than:
1. payments referred to in the Patents and Copyrights clause below for claims of
copyright or patent infringement;
2. damages for bodily injury (including death), and damage to real property and
tangible personal property for which Consultant is legally liable; and
3. the amount of any other actual direct damages up to the greater of $100,000.00 or
the charges or the amounts paid or due and payable to Consultant (if recurring, 12
months' charges apply) under the Statement of Work.
This limit also applies to any of Consultant's subcontractors and Affiliates. It is the
maximum for which Consultant, its Affiliates, and its subcontractors are collectively
responsible.
Items for Which CONSULTANT is Not Liable - Under no circumstances is Consultant,
its Affiliates, or its subcontractors liable for any of the following, even if informed of their
possibility:
1. loss of, or damage to, data;
2. special, incidental, or indirect damages or for any economic consequential
damages; or
3. lost profits, business, revenue, goodwill, or anticipated savings.
10. PATENTS AND COPYRIGHTS
If a third party claims that a Product Consultant provides to you infringes that
party's patent or copyright, Consultant will defend you against that claim at its
expense and pay all costs, damages, and attorney's fees that a court finally
awards or that are included in a settlement approved by Consultant, provided that
you:
1. promptly notify Consultant in writing of the claim; and
2. allow Consultant to control, and cooperate with Consultant in, the defense and
any related settlement negotiations.
Remedies
If such a claim is made or appears likely to be made, you agree to permit
CONSULTANT to enable you to continue to use the Product, or to modify it, or
replace it with one that is at least functionally equivalent. If Consultant determines
that none of these alternatives is reasonably available, you agree to return the
Product to Consultant on its written request. Consultant will then give you a credit
equal to:
1. for a Machine, your net book value provided you have followed generally-
accepted accounting principles;
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2. for an ICA Program, the amount paid by you or 12 months' charges (whichever
is less); and
3. for Materials, the amount you paid Consultant for the creation of the Materials.
This is Consultant's entire obligation to you regarding any claim of infringement.
Claims for Which Consultant is Not Responsible
Consultant has no obligation regarding any claim based on any of the following:
1. anything you provide which is incorporated into a Product or Consultant's
compliance with any designs, specifications, or instructions provided by you or
by a third party on your behalf;
2. your modification of a Product, or an ICA Program's use in other than its
Specified Operating Environment;
3. the combination, operation, or use of a Product with other products not
provided by Consultant as a system, or the combination, operation or use of a
Product with any product, data, apparatus, or business method that Consultant
did not provide, or the distribution, operation or use of a Product for the benefit
of a third party outside your Enterprise; or
4. infringement by a non-Consultant Product or an Other Consultant Program
alone.
11. THIRD PARTY CLAIMS.
The City agrees that this Agreement will not create any right or cause of action
for any third party, nor will Contractor be responsible for any third party claims against
the City except as described in the Patents and Copyrights clause above or as
permitted by the Liability clause above for bodily injury (including death) or damage to
real or tangible personal property for which Contractor is legally liable.
12. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants such
consent, the assignee or subcontractor shall execute a written agreement with the City
under which the assignee or subcontractor agrees to be bound by the duties and
obligations of Consultant under this Agreement. This provision shall not interfere or
prevent IBM's right to utilize qualified sub-contractors to meet agreed to response times
if IBM resources are unavailable.
13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of
such laws, ordinances, rules or regulations, Consultant shall immediately desist from
and correct the violation. The City is responsible for interpretation of any laws,
regulations, or rules related to the operation or implementation of their systems and
notifying Consultant of such regulations.
14. REQUIRED CONSENTS:
The City is responsible for promptly obtaining and providing Consultant with all
Required Consents necessary to provide the Services described in this Agreement. A
Required Consent means any consent(s) or approval(s) required to give Consultant or
its subcontractors the right or license to access, use and/or modify (including creating
derivative works) the hardware, software, firmware and other products, to enable
Consultant and its subcontractors to perform the Services set forth in this Agreement
without infringing the ownership or license rights (including patent and copyright) of the
providers or owners of such products.
Consultant will be relieved of the performance of any obligations that may be
affected by the City's failure to promptly provide any Required Consents. No Services
will commence under this Statement of Work until the City of Fort Worth has provided to
Consultant evidence of all Required Consents.
15. 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.
16. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other
party, its agents, employees, servants or representatives, (2) delivered by facsimile
with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
City of Fort Worth Amy Thomas Gerling, Associate Partner
IBM Corporation
1000 Throckmorton 400 West 15th Street
Fort Worth TX 76102-6311 Austin, TX 78701
Facsimile: (817) 871-8654 Facsimile: (512) 473 8085
17. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and
additionally a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been
employed by the other during the term of this agreement, without the prior written
consent of the person's employer.
18. 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.
19. 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.
20. WARRANTIES
Contractor warrants that it performs each of the Services using reasonable care
and skill and according to its current description (including completion criteria)
contained in the SOW. THESE WARRANTIES ARE THE CITY'S EXCLUSIVE
WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
21. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought on
the basis of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas, Fort Worth Division.
22. 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.
23. 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.
24. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
25. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Consultant, their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision
of this Agreement.
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IN WITNJE$S WHEREOF, the parties hereto have executed this Agreement in
multiples this Li.rn day of , 2005.
CITY OF FORT WORTH: International Business Machines
Corporation
r
By: By:
Marc Ott /Josh De Jong
Assistant City Manager Partner, Public Sector
IBM Business Consulting
Services
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
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Attested By:
warty Hendrix
City Secretary
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EXHIBIT A
Scope of Services for Technical Staff Augmentation
International Business Machines Corporation ("IBM") proposes to support the City's
production applications and associated interfaces on a time and materials basis, per an
approved Task Order and subsequently approved Statement of Work. IBM standard
rates will apply for all planned and scheduled service activities. IBM will provide the
following technical staff augmentation services:
• MAXIMO Maintenance Management System (v5.2)
i. System Troubleshooting
ii. Performance Tuning/Capacity Planning
iii. Application Configuration
iv. Automated Testing Support
V. Report Development
vi. Install Application Updates and Maintenance Packs
vii. Technical Staff Training
• Peoplesoft Customer Relationship Management (CRM) v8.9
i. System Troubleshooting
ii. Performance Tuning/Capacity Planning
iii. Application Configuration
iv. Automated Testing Support
V. Report Development
vi. Install Application Updates and Maintenance Packs
vii. Technical Staff Training
• BEA Portal v8.1
i. System Troubleshooting
ii. Performance Tuning/Capacity Planning
iii. Application Configuration
iv. Automated Testing Support
V. Report Development
vi. Install Application Updates and Maintenance Packs
vii. Technical Staff Training
• Database Services
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• Data Warehouse Services
IBM will provide phone, email, remotely connected, or on-site support as appropriate for
the City's applications and related interfaces. Unless otherwise notified, the following
City staff members are authorized to initiate a support call:
• Norma Davis
• Jim Fraser
• Randy Rinon
• Leah Salter
• Raj Vattakunnel
The City will notify IBM in writing in the event there are changes to this listing.
IBM designates Amy Thomas Gerling to be the point of contact for all work requested to
be performed under this contract. The preferred contact method is email, with cell
phone contact utilized after hours only if the issue is classified as Urgent or Significant.
Josh De Jong will serve as back-up point of contact, in case of temporary unavailability
of Amy Thomas Gerling. If designated person will be unavailable for extended periods
of time due to a leave of absence or extended travel, a temporary primary contact
person will be agreed to in writing between the City of Fort Worth Water Department
and IBM Business Consulting.
HOURS OF SUPPORT
Specific support hours will be specified in each Task order and Related Statement of
Work.
STATUS REPORTING AND QUALITY ASSURANCE
Specific requirements for Status Reporting and Quality Assurance will be specified in
each Task Order and Related Statement of Work. It is anticipated for applicable
systems support and enhancement Task Orders such requirements may include among
the following items:
i. IBM will identify each issue with a brief description and assign it an issue
number. The description and issue number will be used to reference the issue
and to report on the status of the issue.
ii. When IBM has tested a system fix or enhancement, we will contact the initial
requestor for testing. Once tested, the City will contact the one or more of the
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impacted users and ask that they test the system fix or enhancement. At the
successful conclusion of these three tests an issue/enhancement will be
considered closed and the fix or enhancement will be implemented into the
production system. Additional testing may be agreed to between IBM and the
City depending on the nature of the system fix or enhancement. This testing will
be planned and scheduled jointly by IBM and City IT staff.
iii. If training is required, the training will be planned and scheduled jointly by IBM
and City IT Staff. IBM encourages the use of the "Train the Trainer" approach to
provide knowledge transfer to City IT staff and enable them to provide refresher
training on the enhancement as needed in the future.
iv. IBM will provide the customer with a monthly summary report. The report will
include all issues logged by the customer, number of issues closed and the
number of issues that remain open. Issues will also be categorized by type such
as database, application, system, networking, telecommunication, web
design/development, and training.
V. The City will maintain a Problem Management set of processes (e.g., Help Desk,
Change Control, Configuration Management) and a set of tools (e.g., Problem
Tracking) for administering of the process. The process and access to the tools
will be provided to the Consultant for work provided under the Statement of
Work.
CITY OF FORT WORTH WATER DEPARTMENT RESPONSIBILITY
IBM acknowledges that the City has an annual maintenance agreement with the vendor
of the MMS product, MRO. MRO offers 24x7 support of the system and will be able to
resolve the majority of after-hours system outages. This annual contract has already
been paid for by the City of Fort Worth Water Department and thus it is the most cost
effective solution to utilize this support methodology first prior to contacting IBM and
being charged the premium rates.
Specific requirements for IBM support for MRO applications will be specified in the
applicable Task Order(s) and Related Statement(s) of Work. It is anticipated such Task
Orders and Related Statements of Work will have as a mutual objective provision of the
most cost effective solutions to the City of Fort Worth Water Department, including
confirmation with the authorized requester that the City has utilized MRO support prior
to beginning any premium rate work on the system fix.
The City will assign a City Project Management, who will be responsible for providing
the day to day direction to the Consultants personnel, prioritization of activities,
assignment of tasks, and the results achieved.
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It is further anticipated that Such Task orders and Related Statements of Work, where
appropriate, will include the following elements;
1 . The City will maintain a Problem Management set of processes (e.g., Help Desk,
Change Control, Configuration Management) and a set of tools (e.g., Problem
Tracking) for administering of the process. The process and access to the tools
will be provided to the Consultant for work provided under the Statement of
Work.
2. Before contacting IBM, the City agrees to gather as much information as possible
to assist with the troubleshooting. The more information provided, the more
quickly IBM will be able to resolve the issue. As a minimum, IBM should be
provided the following information:
i. Is this a recurring problem; can it be consistently duplicated?
ii. In what application(s) does the problem occur?
iii. What specific function is being performed when the problem occurs?
iv. What is the username of the affected individual?
V. What record is active when the problem occurs? (Provide work order
number, PO number, equipment ID, etc.)
vi. What error message was received? (Include the message text or a screen
capture if possible.)
vii. Once a call has been placed to IBM, IBM staff may request additional
information for clarification. When the issue is resolved, IBM will notify the
designated City staff of the closed status via the Problem Management
tools provided by the City. .
TERMS OF SUPPORT
This proposal will be billed at actual time and materials rendered.
The City of Fort Worth will be invoiced for actual expenses incurred by IBM consultants
for tasks that require on-site time.
The scope of this project does not include the purchase of any software or hardware.
The payment amount authorized by this agreement represents a Not-to-Exceed amount
for actual services provided by IBM as described in this agreement and does not
represent a fee or cost for entry into this agreement.
IBM reserves the right to utilize qualified sub-contractors to meet the agreed to
response times if IBM resources are unavailable.
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EXHIBIT A-1
Task Orders and Related Statements of Work
Task Orders
The City will order services by issuing a Task Order. IBM shall not deliver or furnish
services until the City transmits a Task Order. All Task Orders shall be deemed to
incorporate by reference the Agreement terms and conditions. Task Orders will include
an associated Statement of Work, which establish the specific deliverables,
responsibilities, costs, payment schedules, start/completion dates, etc. for technical staff
augmentation activities. All Task Orders will be transmitted in writing or e-mail and
acknowledged in writing or e-mail within 24 hours of receipt.
Task Order may contain additional negotiated terms and conditions, such as response
times and problem severity levels, which supplement those contained in this
Agreement. Such additional terms shall not conflict with the terms and conditions
established by this Agreement. Task Order-specific terms and conditions are only
applicable to that specific Task Order and shall not be construed as an amendment to
this Agreement.
IBM will provide services in conjunction with the terms of the Price Schedule (set forth in
"Exhibit B") as specified in Task Orders and its associated Statements of Work
(SOW's). SOW's will be developed based upon a mutual understanding of project
scope, approach, roles and responsibilities.
IBM services will be provided on a time-and-materials basis and are based upon the
availability of resources. A minimum of ten (10) business days for a specific resource is
required as the basis for the issuance of in any Task Order by the City.
Statements of Work
A Statement of Work will describe services to be performed, deliverables, and will
outline the completion time frames and the responsibilities of the assigned City and IBM
staff. IBM project staff will be assigned by the IBM Program Manager based on the
required skills and specific roles defined for an individual Task Order and its associated
Statement of Work.
A SOW will consist of the following, as appropriate:
• Scope and objectives of the effort
• Key assumptions
• Description of the activities to be performed, deliverables, and
Completion Criteria
• IBM Responsibilities
• Project Management and/or IBM Administration
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• City Responsibilities
• Estimated schedules
• Estimated hours and charges
• Additional Terms and Conditions specific to the SOW
The following process will be used for the preparation and acceptance of a Statement of
Work:
1. A draft SOW will be prepared by IBM in response to a Task Order;
2. The SOW draft will be submitted to the IBM and the City Project Managers;
3. The City Project Manager and IBM Project Manager will review the draft SOW
and agree to its content and resource mix;
4. The SOW will be signed by the City and IBM Project Managers (or other
authorized representative) prior to commencement of work or delivery of
materials.
Additional Statement of Work Factors
1. The total amount of IBM assistance that The City may require in completion of
the project(s) could vary significantly based on detailed project plans to be
developed, actual project approaches adopted, actual project execution
experience and other factors.
2. Applicable Rates and Invoicing Professional fees will be invoiced according to
the rates specified in Section 5.2.
3. Each SOW will specify the estimated hours and the estimated funding
requirement by Tier for services to be provided under the SOW. Assignment
of Project Personnel to a Pricing Tier will be based on skill level as specified
by IBM and the Role and Responsibility of the individuals within the specific
SOW.
4. Special hourly rates may be specified in SOWs for types of resources not
included in the Rate Schedules or for skills/resources for which these rates
are not applicable.
5. Reporting and Approval of Time Sheets: A report of hours performed by IBM
engaged in delivery of services under SOWs will be presented by the IBM
Project Manager, or project lead, to the City project sponsor weekly for review
and approval. Mutually agreed resolution of any related issues will be
reflected in current, or next, period invoices, as practical, based on the billing
cycle.
6. Additional assumptions:
a. Resources will work normal City business hours.
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b. Rates are effective for new development, testing, systems integration,
and application maintenance work performed on time and material basis
for the contract period. This work excludes transition/transformation
resources.
c. Rates Exclude Travel to/from site, as well as engagement related travel
costs. Actual travel costs will be billed separately.
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ATTACHMENT B
PRICE SCHEDULE
Price Schedule*
The following Hourly Labor Rates will apply to the Technical Staff Augmentation Services:
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Position Hourly Rate
PeopleSoft CRM Program Manager $220.00
PeopleSoft CRM Application Administrator $165.00
PeopleSoft CRM Application Architect $220.00
PeopleSoft CRM Lead/Senior Business Data Analyst $165.00
PeopleSoft CRM Lead/Senior Integration Special ist/P rorammer $165.00
MRO Maximo MMS Program Manager $170.00
MRO Maximo MMS Application Administrator $145.00
MRO Maximo MMS Application Architect $170.00
MRO Maximo MMS Lead/Senior Business Data Analyst $145.00
MRO Maximo MMS Lead/Senior Integration Specialist/Programmer $145.00
BEA Portal Program Manager $175.00
BEA Portal Application Administrator $155.00
BEA Portal Application Architect $175.00
BEA Portal Lead/Senior Business Data Analyst $155.00
BEA Portal Lead/Senior Integration Specialist/Programmer $155.00
SQL Server Database Administrator $155.00
SQL Server Data Warehouse Specialist $155.00
BEA WebLo is Integration Platform Architect $175.00
BEA WebLo is Integration Platform Lead/Senior Programmer $155.00
*If skills are purchased without any associated Project Management skills, there will be an
additional fee assessed equal to 10% of the hours times the associated Project Management
rate.
Terms and Termination—Price Schedule
1. The term of this Price Schedule is for the period from May 1, 2005 through
December 31, 2006. The Price Schedule may be renewed annually by the express
written consent of the City and Contractor.
2. Either party party may terminate this Price Schedule at any time by giving the other
party at least ninety (90) days prior written notice. Notwithstanding the foregoing, this
Price Schedule shall survive solely with respect to previously executed Task Orders/
Statements of Work until such time as such Task Orders/Statements of Work are
completed or terminated.
General Assumptions—Price Schedule
1. The City retains overall delivery responsibility and ownership for the projects in which
Contractor is engaged. Contractor responsibilities are those specified in this Price
Schedule and Task Order(s)/Statement(s) of Work executed in conjunction with this Price
Schedule
19
2. Contractor may engage subcontractors and other third parties in performing its
obligations under this Price Schedule.
3. This Price Schedule does not apply to: services provided by Contractor organizations
other than Business Consulting and Application Management Services; maintenance for
hardware or software; purchase of Hardware or Software; or any fixed price Task
Order/Statement of Work. Exceptions to this assumption will be accepted on a case by
case basis and will be highlighted to the City in this Agreement, or Task Order/Statement
of Work, or subsequent Project Change Request (PCR)
4. Contractor organizations not provided for by this Price Schedule include (but are not
limited to) Information Technology Services (ITS), Contractor Strategic Outsourcing,
Contractor IT Productivity Services, Watson Research, Contractor Software Group,
LOTUS Consulting, Contractor subsidiaries (such as Catapult and others), any non-US
based Contractor Services organization except IGS India. Exceptions to this assumption
will be accepted on a case by case basis and will be highlighted to the City in this
Agreement, Task Order/Statement of Work, or PCR.
5. Nothing in this Price Schedule prohibits the parties from agreeing to alternative rates or
billing structures provided that any alternative agreements must be set forth in writing and
signed by both the parties.
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/17/2005
DATE: Tuesday, May 17, 2005
LOG NAME: 13P05-0115 REFERENCE NO.: **P-10153
SUBJECT:
Authorize a Purchase Agreement with EMA Inc., Vivare Inc. and IBM Corporation to Support the
Water Department's Information Systems
RECOMMENDATION:
It is recommended that the City Council•
1. Authorize a purchase agreement with EMA Inc., Vivare Inc. and IBM Corporation to support the Water
Department's Information Systems; and
2. Authorize this agreement to begin May 18, 2005 and expire May 17, 2006, with options to renew for
two additional one-year periods.
DISCUSSION:
On August 12, 2003, (M&C C-19708) the City Council authorized the Water Department to implement a
series of strategic information technology systems. The implementation includes: the migration of paper-
based water and sewer data into the City's Geographic Information System. The implementation of a
Customer Relationship Management System to support customer service and billing operations and the
implementation of a Maintenance Management System that will help manage the life-cycle costs of the
Water Department's assets. The rollout of the first phase of the Customer Relationship Management and
Maintenance Management Systems is scheduled for June 2005. In lieu of hiring additional information
technology staff to support every function of the new systems, the Water Department has elected to
augment its internal IT staff with companies having established success supporting the aforementioned
systems. Task Orders will be issued to one or more of the vendors when their services are required. The
total expense to all three vendors will not exceed $200,000.00
BID ADVERTISEMENT - EMA Inc, IBM Corporation and Vivare Inc. are designated as Catalogue
Information Systems Vendors by the State of Texas. Under Section 271.083(c) of the Texas Local
Government Code. A local government satisfies otherwise applicable bidding requirements when it makes a
purchase through the Texas Building and Procurement Commission catalogue purchasing procedure. The
City will comply with that procedure for the purchase agreement authorized under this Mayor and Council
Communication.
BID TABULATION - See attachment.
M/WBE -A waiver of the goal for M/WBE subcontracting requirements is not required when making a
purchase from a Cooperative Purchasing Program.
RENEWAL OPTIONS -
This agreement may be renewed for up to two successive one-year terms at the City's option. This action
Logname: 13P05-0115 Page 1 of 2
does not require specific City Council approval provided that the City Council has appropriated sufficient
funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available, as appropriated, in the current operating budget of
the Water and Sewer Fund.
BQN\05-0115WVW
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office bv: Richard Zavala (Acting) (6183)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
Logname: 13P05-0115 Page 2 of 2