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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 SUPERIOR FIBER & DATA SERVICES,
INC. ("Consultant"), a Texas Corporation, and acting by and through Steve Barnes its duly authorized
Vice President. 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: OFFICIAL RECORD
CITY SECRETARY
The Contract documents shall include the following: FT.WORTH,TX
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—INTENTIONALLY DELETED
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term"Consultant" or"Contractor" shall include the Consultant or Contractor,and its officers, agents,
employees,representatives, servants, contractors or subcontractors.
The term"City" shall include its officers, employees, agents, and representatives.
1. Scone of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services for specific description of services. Specifically, Consultant will perform all duties
outlined and described in the Statement Of Work, which is attached hereto as Exhibit"A"and incorporated
herein for all purposes,and further referred to herein as the"Services."Consultant shall perform the Services
in accordance with standards in the industry for the same or similar services. In addition, Consultant shall
perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If
there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall
control.
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2. Term.
This Agreement shall commence upon date ("Effective Date") and shall expire no later than
date ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties. This Agreement may be renewed for two (2) additional one-year
renewals at the City's option, each a "Renewal Term." The City shall provide Consultant with written
notice of its intent to renew at least thirty(30)days prior to the end of each term.
3. Compensation.
The City shall pay Consultant an amount per terms of individual executed work orders in
accordance with the provisions of this Agreement and Exhibit"B,"Payment Schedule, which is attached
hereto and incorporated herein for all purposes. Consultant shall not perform any additional services for
the City not specified by this Agreement unless the City requests and approves in writing the additional
costs for such services. The City shall not be liable for any additional expenses of Consultant not
specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all
invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest
on late payments not to exceed one percent(M).
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination.
4.2 Breach. 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 party 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 party.
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 deemed
acceptable to the City.
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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.
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,
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its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants,
contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Consultant. . It is further understood that
the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,
agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers,
agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting
of taxes on behalf of itself,and any of its officers,agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY-CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS,AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
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
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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 refund all amounts paid to
Consultant by the City, subsequent to which termination City may seek any and all remedies
available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. if the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and
Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. if the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
MBE Goal - Delete if N/A - In accordance with City of Fort Worth Ordinance No. 20020-12-
2011, the City has goals for the participation of Minority Business Enterprises and Women Business
Enterprises (M/WBE) in City contracts. Consultant acknowledges the M/WBE goal established for this
contract at insert 100% of goal and its commitment to meet that goal. Any misrepresentation of facts
(other than a negligent misrepresentation)and/or the commission of fraud by Consultant may result in the
termination of this agreement and debarment from participating in city contracts for a period of time of
not less than three(3)years.
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
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a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
b.Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and
shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned,non-owned, or hired vehicles, with a combined limit of not less than
$1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the
amount required by statute.
5. Technology Liability(Errors&Omissions)
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and advertising injury. The umbrella policy
shall cover amounts for any claims not covered by the primary Technology Liability policy.
Defense costs shall be outside the limits of liability.
(a) Coverage shall include,but not be limited to,the following:
(i) Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv)Fraud, Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of Deliverables,
Software or Services provided by Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all
other requirements. Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will
be the sole responsibility of the Consultant and may not exceed $50,000 without the written
approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is
on or before the effective date of this Agreement. Coverage shall be maintained for the duration
of the contractual agreement and for two(2)years following completion of services provided. An
annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the
City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
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.
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2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
3. A minimum of Thirty (30)days' notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,
Fort Worth,Texas 76102,with copies to the City Attorney at the same address.
4. The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to and approved by the City's Risk Management Division prior to execution of this
Agreement.
11. Compliance with Laws,Ordinances,Rules and Reiulations.
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 at same address
200 Texas Street
Fort Worth TX 76102
Facsimile: (817)392-6134
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TO CONSULTANT:
Superior Fiber&Data Services, Inc.
Attn: Steve Barnes
1711 Briercroft Court, Suite 154
Carrollton,Texas 75006
Facsimile: (972)245-6586
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. Governiniz 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.
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20. 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.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement and that
the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument,and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein
by reference, contains the entire understanding and agreement between the City and Consultant, their
assigns and successors in interest,as to the matters contained herein.Any prior or contemporaneous oral
or written agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement.
24. Counterparts.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.An executed Agreement, modification,amendment, or separate signature page shall constitute
a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of
the document by any party. Duplicates are valid and binding even if an original paper document bearing
each party's original signature is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30)days from the date that the services are completed. In such event, at Consultant's option,Consultant
shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty,or(b)refund the fees paid by the City to Consultant for the nonconforming services.
26. Milestone Acceptance.
Consultant shall verify the quality of each deliverable before submitting it to the City for review
and approval.The City will review all deliverables to determine their acceptability and signify acceptance
by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City
rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing
the specific reasons for rejection. The Consultant shall have ten(10)days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
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accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably
withheld.
27. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the
City's computer network in order to provide the services herein, Consultant shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit"D"and incorporated herein for
all purposes.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System ("FIRS"),
Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") of
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. Immigration 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 (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Consultant shall provide City with a certification 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
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meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may
arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60)
days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding
mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable
rules governing mediation then in effect.The mediator shall be agreed to by the parties. Each party shall be
liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs
of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the
right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact
that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution
process,the parties agree to continue without delay all of their respective duties and obligations under this
Agreement not affected by the dispute. Either party may, before or during the exercise of the informal
dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
30. Reporting Requirements.
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input, output, processing, storage, or communication facilities that are
connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business,
installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,
hardware,and maintenance services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing services
pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,
Consultant shall immediately report the discovery of the image to the City and to a local or state law
enforcement agency or the 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. Signature Authority.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any
amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
SUPERIOR FIBER&DATA SERVICES,INC.Professional Services Agreement-Technology
Page 11 of 21 Rev. 1/2017
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 "day of ' 20L
AGREED: AGREED:
CITY RT RT SUPE17� &DATA:
By: By:
S4n A�inis Stev aures
.Asst t City Manager Vice President
Date: -X'p -7 Date:
Contract Compliance Manager: ATTEST:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements. y: L
Name
TitleC �`
eve Streiffert
IT Solutions, Assistant Director
ATTES * _
By:
Ma J. KaysAS
City Secretary
APPROVED AS TO FORM AND LEGALITY:
By: Il i
Christa Lop z-Reynolds OFFjCIAL RECORD
Senior Assistant City Attorney CITY EECRVAR'Y
CONTRACT AUTHORIZATION:1NORTIA,TX
M&C: P-12065
Date Approved: _6/20/2017
Form 1295 Certification No.: 2017-184612
SUPERIOR FIBER&DATA SERVICES,INC.Professional Services Agreement-Technology
Page 12 of 21 Rev. 112017
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
RESPONSE TO RFP 17-0050 EXHIBIT B AND EXHIBIT C
SUPERIOR FIBER&DATA SERVICES,INC.Professional Services Agreement-Technology
Page 13 of 21 Rev. 1/2017
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City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Upon successful completion of work order milestones,invoices will be paid Net 30.
SUPERIOR FIBER&DATA SERVICES,INC.Professional Services Agreement-Technology
Page 18 of 21 Rev. 1/2017
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: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
SUPERIOR FIBER&DATA SERVICES,INC.Professional Services Agreement-Technology
Page 19 of 21 Rev.1/2017
City Secretary Contract No.
EXHIBIT D
INTENTIONALLY DELETED
SUPERIOR FIBER&DATA SERVICES,INC.Professional Services Agreement-Technology
Page 20 of 21 Rev.1/2017
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Superior Fiber&Data Services, Inc.
1711 Briercroft Court,Suite 154
Carrollton,Texas 75006
Low voltage data/voice and fiber cabling services
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 (I0) 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.
I. Name: Randy Fuller
Position Ice President
G
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: ve s
Si ture of President/CEO
Other Title: Vice President
Date: L, - 2 g- 1 7
SUPERIOR FIBER&DATA SERVICES,INC.Professional Services Agreement-Technology
Page 21 of 21 Rev.1/2017
�'- rD-0�>
CERTIFICATE OF INTERESTED PARTIES
FORM 1.295
l of l
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 12017-184612
Superior Fiber&Data Inc
Carrollton,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/29/2017
being filed.
City of Fort Worth Date Ackno ledged:
,)-
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
RFO 17-0050
low voltage cabling
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I intermediary
5 Check only it there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
RENAE D. FLIFLET
otary Public,State of Texas
Comm.Expires 05-11-2020
D 13fl659394
Notary 4
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the C4 day of
20 __,to certify which,witness my hand and seal of office.
Signature of officer administeiiied oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoR !I_I
COUNCIL ACTION: Approved on 6/20/2017 -Ordinance Nos. 22778-06-2017 & 22779-06-2017
REFERENCE * 13P17-0050 STRUCTURED
DATE: 6/20/2017 NO.: P-12065 LOG NAME: CABLING SB ITS
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Professional Services Agreements with ABLe Communications
and Superior Fiber& Data Services, Inc., to Provide Structured Cabling Parts and
Services in an Amount Not To Exceed $2,800,000.00 Over Three Years, and Not to
Exceed $1,600,000.00 for the First Year and Adopt Appropriation Ordinance and
Authorize Transfer from the Information Technology Systems Fund to the IT Capital
Projects Funds in the Amount of$752,000.00 for the Information Technology Solutions
Department(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of Professional Services Agreements with ABLe Communications and Superior
Fiber& Data Services, Inc., to provide structured cabling parts and services in an amount not to exceed
$2,800,000.00, cumulatively between the two contracts, for three years, and not to exceed $1,600,000.00
for the first year of both contracts for the Information Technology Department.
2. Authorize a transfer from the Information Technology Systems Fund to the IT Capital Projects Funds in
the amount of$752,000.00 for the Information Technology Solutions Department.
3. Adopt a supplemental appropriation ordinance increasing the appropriations in the Information
Technology Systems Fund in the amount of$752,000.00 and decreasing the available cash balance in the
Information Technology Systems Fund by the same amount;
4. Adopt a supplemental appropriation ordinance increasing estimated receipts and appropriations in the
Information Technology Systems Capital Projects Fund in the amount of$752,000.00 to provide structured
cabling services.
DISCUSSION:
The Information Technology Solutions Department(ITS)will use these Agreements with communication
infrastructure providers for work to be performed including furnishing equipment, materials, labor and
personnel for network cabling services and parts. The execution of Agreements with ABLe
Communications and Superior Fiber& Data Services, Inc., will allow the City to create work orders for
various cabling projects citywide. The vendors will provide all materials and labor in accordance with the
work orders.
ITS purchases all cabling materials for City-wide projects and the professional services vendors provide
labor only. Currently, the City has Agreements with two vendors to provide private fiber/structured cabling
services and indoor/in-plant low voltage cabling services.
ITS is requesting authorization to execute respective Agreements with an initial term of one year and at the
City's option, two additional one-year renewals. Due to significant cabling projects scheduled for the
remainder of Fiscal Year 2017 and Fiscal Year 2018, ITS anticipates spending $1,600,000.00 for the first
year of these Agreements and is capping the not to exceed amount at$1,600,000.000. The contracts,
cumulatively will have a not to exceed amount of$2,800,000 for the life of the Agreements which is three
years if the renewal options are exercised. If any one-year renewal options are exercised, ITS estimates
the annual expenditures for City-wide cabling projects not to exceed a total amount of$600,000.00
annually.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24727&councildate=6/20/2017 7/18/2017
M&C Review Page 2 of 3
BID ADVERTISEMENT-A Request for Proposals (RFP)was advertised in the Fort Worth Star-Telegram
on Wednesdays between January 4, 2017, January 11, 2017, January 18, 2017, January 25, 2017 and
February 1, 2017. The evaluation factors included Manufacturer Certifications, Overall Price of Solution,
GEM Experience/References, M/WBE Participation, Financial Stability and Ability to Obtain Insurance and
Bonding, and Value Added Services. One hundred-six vendors were solicited from the purchasing vendors
database system and seven vendors, non-registered vendors, via email; six responses were received. The
proposals received were reviewed by an evaluation committee consisting of staff from Information
Technology Solutions Departments. The proposals from ABLe Communications and Superior Fiber & Data
Services, Inc., was found to present the best value to the City.
PRICE ANALYSIS -The Information Technology Solutions Department conducted a comparable market
analysis for similar products, parts and installation and found that the City has no comparable purchase
history. Staff reviewed the prices and determined the flat fee pricing for parts and installation offed by ABLe
Communications and Superior Fiber & Data Services, Inc., to be fair and reasonable.
ADMINISTRATIVE AMENDMENT-An administrative change order or increase may be made by the City
Manager to this Agreement for an amount up to $100,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
CONTRACT TERMS - Upon City Council's approval, the initial term of each Agreement shall be one-year
from date of execution.
RENEWAL OPTIONS - Each Agreement may be renewed for up to two additional one-year terms at the
City's option. This action 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.
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because
the purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, funds are available in
the FY2017 Capital Budget, as appropriated, of the Information Systems Capital Projects Fund and that
prior to an expenditure being made, the Information Technology Solutions Department has the
responsibility to validate the availability of funds.
BQN\17-0050\SB
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office hr. Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Sheila Baker (8356)
Jack Dale (8357)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24727&councildate=6/20/2017 7/18/2017
M&C Review Page 3 of 3
ATTACHMENTS
04STRUCTURED CABLING SB ITS3.docx
04STRUCTURED CABLING SB ITS4.docx
Signed 1295 Able .pdf
SUPERIOR 1295.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24727&councildate=6/20/2017 7/18/2017