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HomeMy WebLinkAboutContract 46970-A3 �M 2 3 4 CITY SECRETARY • �� ". AQ CONTRACT NO. .�.._ a � JayTHIRD AMENDMENT TO ,,ro 8 7018 c FORT WORTH CITY SECRETARY CONTRACT NO. 46970 rySRCRE7 R�y� ^� e9 Amendment to Fort Worth City Secretary Contract No. 46970 (the"Third Amendment') is 9� een the City of Fort Worth("FORT WORTH"), a municipal corporation, acting herein by and Z j Jesus J. Chapa, its duly authorized Assistant City Manager and HTE VAR, LLC d/b/a SPS VAR ("SPS VAR"). acting herein through Tom Lewis, its duly authorized President. WHEREAS, FORT WORTH and SPS VAR entered into a Professional. Services Agreement identified as Fort Worth City Secretary Contract No. 46970 (the"Agreement') for a period of three years beginning August 25, 2015; and WHEREAS, in the First Amendment to the Agreement, the parties allowed FORT WORTH to keep a defective drive if IBM is called on to replace it; WHEREAS, in the Second Amendment to the Agreement, the parties added remote services for upgrading the operating system level to V7.2, in the amount of$4,200.00; and WHEREAS, the parties desire to further amend the Agreement to upgrade FORT WORTH's water billing system by: 1. Providing services for remote assistance to add Capacity and Update Firmware on the V5000 SAN; 2. Activating second processor and allocate between LPARs; 3. Setup FlashCopy partition and HMC Automation for 24x7 operation; and 4. Runing the SAVE21s. NOW THEREFORE, KNOWN ALL BY THESE PRESENT: 1. The Agreement is hereby amended by adding Exhibit A, attached to this Third Amendment, as Exhibit A of the Agreement. 2. The Agreement is hereby amended by including the following additions and services, according to Exhibit B, attached hereto, the SPS VAR Proposal for City of Fort Worth, FlashCopy/V500 Capacity/Processor Upgrade, and Exhibit C, attached hereto, the SPS VAR Product Agreement: Additions to 2078-24C sn 7894385 Fill Open Slots with (7) Used 9000B 10K Hard Drives $3,950.00 Additions to 8286-41A sn 21125BW 4GB Fiber Card for FlashCopy LPAR $450.00 4-Port 1 Gb Ethernet Adapter $150.00 Processor Activation License With 1 Year Software Maintenance $3,495.00 OFFICIAL RECORD CITY SECRETARY FT.WORTHS TX Third Amendment to Fort Worth City Secretary Contract No. Page 1 of 3 Remote Installation Services Allocate New Drives in SAN $1,125.00 Setup LPAR and HMC Automation for FlashCopy $2,700.00 Firmware Update to SAN $1,350.00 Two SAVE21s Before and Two SAVE 2 1 S After $3,600.00 Two SAVE21s Before and Two SAVE 2 1 S After $3,600.00 (If two separate maintenance sessions are needed.) SPS VAR Total $20,420.00 All other terms. provisions, conditions. covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] Third Amendment to Fort Worth City Secretary Contract No. Page 2 of 3 Executed in multiple originals to be effective as of April 26,2018. APPROVED FOR APPROVED FOR CITv OF FORT WORTH: HTE VAR, LLC d/b/a SPS VAR: �--' (' By: 7; y / By: Jay Chapa / Tom Lewis Assistant Ci.ty iviaer� �� President Date: ^ _ Date: 6-12-18 APPROVED FOR CITY OF FORT WORTH: RECOMMEND/ED B Chris Harder, Interim Director, Water Department Date: wlelle zz�5�1� , Assis t City Date: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including e wring all performance and reporting requirements. William Bailey, IT Manager, Water Department Date: M&C: — oFFORr 1295: N ATTE T: M: J.Kay i S tary Date: ( I� ( 0 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Third Amendment to Fort Worth City Secretary Contract No. Page 3 of 3 LXHllil'1' A SPS VAR Services Agreement AM Proiect Description SPS VAR SPS VAR, LLC. (We) agree to provide Services described in a Statement of Work below or in an Attachment to our Customer (You) under the terms of this Agreement. You are responsible for project management and for any results achieved, unless specified otherwise in the Statement of Work. We do not provide Services under the terms of your purchase order. Services are provided and billed either on an hourly ("Hourly Services") or on a fixed-price ("Fixed-Price Services") basis. For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to complete the project. This estimate is not a fixed-price commitment. Charges will equal the actual hours worked times the hourly rate, plus actual expenses and applicable sales taxes. For Fixed-Price Services, the Statement of Work specifies the fixed-price and estimated expenses. This expense estimate is not a fixed-price commitment. Charges will equal the fixed-price plus actual expenses and applicable salestaxes. Statement of Work Project Name: _ Capacity and Processor Upgrade with FlashCopy_ ❑ Hourly Services: _ Hours x L per Hour=_ Estimated Total Charges OR ® Fixed-Price Services: $ 12,375.00, Invoiced Upon Product Start Estimated Expenses: $ _ N/A_ Travel & Living and_ NIA Other Expenses Estimated Start Date: 05/15/2018 End Date: 06/30/2018 Services: Remote assistance with adding Capacity-and Updating Firmware on V5000 SAN. Activation of 2nd Processor and allocate between LPARs. Setup FlashCopy partition and HMC Automation for 24x7 operation. Includes(2)SAVE21s before and after for up to 2 maintenance events. This Project Description, the Statement of Work and the Additional Terms on page 2 form our complete agreement (the "Agreement") regarding these Services and replace any prior oral or written communication between us. By signing below, both of us agree to these terms. Agreed to: (Customer legal name &address) Agreed to.- City o:City of Fort Worth SPS VAR, LLC Water Dept. IT P. O Box 8869 1511 11'h Avenue Atlanta, GA 31106 Fort Worth, T X 1/01 1 lul By:_ � �,c✓1 Authorized Signature Authorized Signature Name (print).- Name(print):- TH Lewis Title: - ��� cJ Title:_ President Date:- cs, 6-12-18 Agreement Number: 2018042002LBB_ OFFICIAL RECORD CITY SECRETARY .WORTH,TX ,275395v2 SPS VAR Services Agreement Additional Terms —SPS VAR Billing For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one-hour minimum for each day in which Services are provided on-site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may increase our hourly billing rate and minimums by giving you three(3)months'written notice. Hourly Services are invoiced weekly as the work progresses. Fixed-Price Services are invoiced as specified in the Statement of Work. Travel and other expenses are invoiced weekly using IRS mileage allowances for automobile transportation and actual cost for all other expenses. Charges for Services and expenses are due within 30 days from the invoice date. Amounts past due are subject to a late payment charge of 1.5%per month.You agree to pay accordingly. You agree to pay applicable sales taxes or supply exemption documentation. Project Completion and/or Termination Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed-Price Services will end when the tasks described in the Statement of Work are complete. Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement, including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical. You agree to pay for all Services we provide, all materials(including programs, program listings, documentation, reports or other similar works of authorship)we deliver and all expenses we incur through the project's termination, including charges we incur in terminating subcontracts. Customer Obligation You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the estimated number of hours of Services for Hourly Services(unless additional hours are authorized), whichever comes first. Subcontractors We have the right subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately responsible for the Services, subject to the terms of this Agreement. Changes to Statements of Work The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization will prevail over those of the Project Description,the Statement of Work and any previous Change Authorizations. Warranty We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT PROVIDE ANY 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. We do not warrant uninterrupted or error free operation of anyService. Limitation of Liability In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim damages from us,we are liable only for an amount no greater than five times the sum of all payments you have made to us. This limit also applies to liabilities of any of our subcontractors.. It is the maximum for which we and our subcontractors are collectively responsible. Under no circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or 2) special, incidental, consequential or other indirect damages(including lost profits or savings), even if we are informed of their possibility. Agreement Number: 2018042002LBB` 2 1275395v2 SPS VAR Services Agreement Acknowledgement of Completion of Services SPS vna Customer hereby acknowledges that the Services required to be provided under Services Agreement No. 2018042002LBB_ have been completed, and such Services are hereby accepted. City of Fort Worth_ By: Name: Title: Date: 3 127s3ssv2 Quote Date:4/10/2018 Quote Valid for 30 Days EXHIBIT B FAt 5 S VAR SPS VAR Proposal For City of Fort Worth FlashCopy / V5000 Capacity / Processor Upgrade Lori Blan SPS VAR SPS VAR P.O. Box 8869 Office (770)216-4462 Main (770)216-4444 Atlanta, GA 31106 Iori.blanCa)spsvar.com www.SPSVAR.com These prices are for your information only and are subject to change without notice.Tax not included. 1 Quote Date:4/10/2018 Quote Valid for 30 Days � i Additions to 2078-24C sn 7894385 Fill Open Slots with (7) Used 9000B 1 OK Hard Drives $3,950.00 Additions to 8286-41A sn 21125BW 4GB Fiber Card for FlashCopy LPAR $450.00 4-Port 1 Gb Ethernet Adapter $150.00 Processor Activation License With 1 Year Software Maintenance $3,495.00 Remote Installation Services Allocate New Drives in SAN $1,125.00 Setup LPAR and HMC Automation for FlashCopy $2,700.00 Firmware Update to SAN $1,350.00 SPS VAR Total $13,220.00 I 9 SPS VAR These prices are for your information only and are subject to change without notice. Tax not included. 2 Quote Date: 4/10/2018 Quote Valid for 30 Days PAYMENT SCHEDULE SPS VAR's standard payment terms listed below are defined in two steps. 50% At time of execution of contracts 50%At completion of on-site installation - The initial payment invoiced at the signing of the SPS VAR Product Agreements and upon receipt of purchase order enables SPS VAR to purchase necessary hardware and fund on-site expenses. - The second payment invoiced at the completion of the on-site installation. - The warranty period begins on the date of System Installation. - The System will be considered installed 10 days after arrival. - Sales Tax or any other applicable taxes are not included in any of this proposal's pricing information. If sales tax or any other tax becomes applicable, these taxes will then need to be added to the proposed pricing. ADDITIONAL INFORMATION Time-and-Materials Billing Rates: SPS VAR will provide custom programming and non-warranty maintenance customer support on a time and materials basis. Any requested design, programming, testing, documentation, implementation work and customer support outside of th e proposed Scope of Work will be done at$195.00 per hour. Additional training and On-site Support: If additional on-site training is required, it will be provided ether on a time and materials basis($195.00 per hour) plus actual expenses or$1,500.per day plus actual expenses. Travel and Out-of-Pocket Expenses: All travel and associated expenses for the on-site installation work during the initial setup are not included in the Base System price. Performance and Sizing: Performance and sizing are based on best estimates only. SPS VAR cannot guarantee performance. Prices: Prices are subject to change. Any Taxes are not included. Prices are good for 30 days from the date of this proposal. I SPS VAR These prices are for your information only and are subject to change without notice. Tax not included. 3 EXHIBIT C SPS VAR Product Agreement SPS VAP. Order Description SPS VAR (We) agree to supply equipment (Machines) and software (Programs) to Customer (You) and to make available the manufacturer's software services subscriptions (Subscriptions) to you under the terms of this Agreement and upon receipt of a $ 0 down payment. Collectively, Machines and Programs are referred to as Products. The price for all Products is shown below. Unless you request otherwise and pay the corresponding charges, all Products are shipped via normal ground transportation. You agree to pay the total price of all Products, shipping charges, applicable sales taxes and the price for the Subscriptions. Machine/Program Description Qty Unit Price Amount Capacity& ProessorUpgrade $ - Additions to 2078-24C sn 7894385 Fill Open Slots with(7)Used 900G8 10K Hard Drives 3,950.00 Additions to 8286-41A sn 21125B 4GB Fiber Card for FlashCopy LPAR $ 450.00 4-Port 1 Gb Ethernet Adapter $ 150.00 Processor Activation License With 1 Year Software Maintenance $ 3,495.00 Total Price Excluding Shipping Charges and Sales Taxes: $ 8,045.00 This Order Description and the Additional Terms on page 2 form our complete agreement(the "Agreement") regarding these Products and the Subscriptions and replace any prior oral or written communication between us. In addition, this Agreement takes precedence over any purchase order that you issue for these Products or Subscriptions. By signing below, both of us agree to these terms. Agreed to: Agreed to: City of Fort Worth SPS VAR Water Dept IT P.O. Box 8869 1511 11th Avenue Fort Worth, TX 76102 Atlanta, GA 36601 By: O_ By: Cyv� �w Au//uthorized signature—� Authorized signature�✓✓S / C�iL� Name: (Print) Name: (Print)_ TH Lewis Title:_ �s.S Gc�vim " Title:_ President Date: 2018 Date: 06 / 12 / 2018 Agreement Number:2018042001 LBB Additional Terms sPs vAR Order,Delivery andlnstallation This is a custom order. If you cancel an order for Products within 10 business days prior to their shipment date, then you agree to pay any costs we incur for such cancellaticn, including cancellation charges we are assessed by our suppliers. However, you may not cancel an order after the Products have been shipped.and you may not cancel an order for Subscriptions after they have begun. We bear the risk of loss for each Product until it is delivered to you. Thereafter, you assume the risk of loss. You must install all Programs and you must install Machines designated as Customer-set-up by the manufacturer.The manufacturer will install all otherMachines. Within 10 business days of their delivery, you may return any Products that are defective on arrival and cannot be installed. Otherwise, if you wish to return any Products which are not defective and have never been installed,then you must first obtain our written consent and agree to pay any return charges we are assessed by our suppliers.Some Products may not be returnable. Following their installation,you may only return the Products under the provisions of the manufacturer's warranty. Payment and Assignment You agree to pay applicable sales taxes or supply exemption documentation. You are responsible for personal property taxes for all Products from the date they are shipped to you. We invoice the Products when they are shipped. We invoice Subscriptions when they are processed- We will apply your down payment to the invoice amount (the "Invoice Amount'), which will include the price of Products plus shipping charges and applicable sales taxes and the price for the Subscription. The balance of the Invoice Amount is due within 3C days of the invoice date.Amounts past due will be assessed a late payment charge of 1.5%per month,which you agree to pay. Alternative'y, you may assign your obligation to pay the Invoice Amount to the IBM Credit Corporation (ICC). You agree to sign an ICC Certificate of Acceptance, accepting Products within 10 days of their delivery and accepting the Subscriptions. The ICC Certificate of Acceptance constitutes payment to us of the Invoice Amount. We will return your down payment, net of any cancellation or return charges, when we receive payment from ICC. Other than this express permission, you may not assign, or otherwise transfer, this Agreement or your rights under it, or delegate your obligations, without our prior written consent. Any attempt to do so is void. Title and License We transfer title to Machines to you when we(a)receive the total Invoice Amount due and(b)you return any removed parts that become our property during a feature or model upgrade. The application, use and other aspects of the Programs and the Subscriptions are solely governed by the terms and conditions of the applicable agreement between you and the manufacturer. If you fail to pay the Invoice Amount, including late payment charges,then we may remove and repossess the Machine without notice or demand.and we may request the manufacturer to cancel the Program license or Subscription. Warranty All warranties with regard to the Products or the Subscriptions are provided directly by the manufacturer to you. We warrant only that we are authorized to supply Products and the Subscriptions. THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND WE MAKE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.We do not warrant uninterrupted or error-free operation of any Product. Limitation of Liability If you are entitled to recover damages from us, in each instance, regardless of the basis on which damages can be claimed, we are liable only for actual damages caused by a Product in an amount no greater than five times the price you have paid for the Product that is the subject of the claim. Under no circumstances are we responsible for(a)loss of,or damage to,your programs, records or data; or(b)special, incidental, consequential or other indirect damages(including lost profits or savings),even if we are informed of their possibility. Agreement Number:2018042001 LBB