HomeMy WebLinkAboutContract 33814 CITY SECRETARY
CONTRACT NO .
1.6. "Client Work" means any and all pre-existing Technology
owned or licensed by Client and provided by Client to COMSYS for use in
the performance of the Services.
COMMS
1.7. "Developed Work" means any and all Technology that
COMSYS may solely,or with Client,develop or reduce to practice in the
process of developing and delivering the Services, not including any and
MASTER SERVICES AGREEMENT-STAFFING all Client Provided Third Party Technology, Client,Work, COMSYS
Provided Third Party Technology and Prior COMSYS Technology.
THIS MASTER SERVICES AGREEMENT (this "Agreement") is 1.8. "Frameworks" means generalized project approaches, team
between COMSYS Services LLC("COMSYS"),and the client named in
the signature block at the end of this Agreement structures, technology architectures, generalized business models,system
g g p("Client"). This designs,interface designs,data models,applications designs,cost models,
Agreement i effective as of the date set forth below the parties'signatures billing models, tool usage models, component designs, processes,
(the"Effective Date"). procedures and standards(excluding Client Confidential Information),and
1. Definitions. Whenever used in this Agreement,the terms set forth in any other item generally recognized as a technology framework in
this Section 1 will have the meanings below. Other terms are defined COMSYS'or Client's industry.
throughout this Agreement as they first appear. Where the context so 1.9. "Intellectual Property Rights" means any and all patents,
indicates, a word in the singular form will include the plural and vice copyrights,trademarks,trade secrets and other intellectual property rights
versa. in any country of the world or contract rights having the equivalent effect.
1.1. "Agreed Specifications"means the specifications for Services 1.10."Prior COMSYS Technology"means any and all Technology
contained in each Statement of Work issued under this Agreement and owned by COMSYS and incorporated into the Services and created by or
agreed to by the parties in writing,per Section 3.1. for COMSYS (i)prior to the Effective Date, or(ii) not pursuant to this
1.2. "Confidential Information" means any and all technical and Agreement, including all of COMSYS' software development tools,
non-technical information, including, but not limited to, trade secrets, methodologies and techniques.
source-code, know-how and proprietary information, firmware, designs, 1.11. "Services" means technical assistance and support services
schematics, techniques, plans or any other information relating to any relating to Client's information technology and computer systems
research project, work in process, future development, scientific, engi- requirements in accordance with Client's written sppe iftcations as
neering, manufacturing, marketing or business plans or financial, contained'n each SOW iss ed under this AgreementQWL f of a&EW-ed
contractual or personnel matters relating to either party or its present or _X,Wta,,1 4 OC t^'c6.iUM. 1 4ir-
future products, sales, suppliers, customers, employees, investors or 1.12. "Statement of Work" or "SOW" means each Statement of
affiliates and disclosed or otherwise supplied in confidence by either party Work executed under this Agreement in the form of Exhibit A,attached
to the other party. Confidential Information disclosed (i)in a written or hereto and made a part of this Agreement.
other tangible form pursuant to the parties performing their obligations
under this Agreement will be clearly marked with a"confidential"legend 1.13. "Subassemblies" means generalized and re-usable use case
or other comparable legend, or(ii)orally or visually will be identified as templates,code templates,user interface templates,rule engine templates,
confidential at the time of disclosure. Confidential Information will not database schemas, general purpose routines and code (excluding Client
include information to the extent that: (a)such information is or becomes Confidential Information), and any other item generally recognized as a
publicly available other than through any act or omission of either party in subassembly in COMSYS'or client's industry.
breach of this Agreement; (b) such information was received by the
receiving party, other than under an obligation of confidentiality, from a 1.14."Technology"means Frameworks,Subassemblies,algorithms,
third party who had no obligation of confidentiality to the other party;(c) concepts, data, designs, developments, documentation, discoveries,
such information was in the possession of the receiving party at the time of HTML, XML and other codes, inventions, methods, multimedia files
the disclosure or was independently developed by the receiving party; or (including audio, graphic, photographic, and video files), object code,
(d) any applicable regulation, court order or other legal process requires procedures, programs, source code, text,documentation, web pages and
the disclosure of such information,specifically Section 552 of the Texas any other item generally recognized as technology in COMSYS' or
Government Code, provided that prior to such disclosure the disclosing Client's industry.
party will give notice to the other party so that the other party may take
reasonable steps to oppose or limit such disclosure,and that the disclosing 2. Term and Termination. This Agreement will be effective as of the
party does not disclose any more information than necessary to comply Effective Date and will remain in effect for a period of one year thereafter
with such legal process.The burden of proof that Confidential Information (the "Initial Term") unless terminated earlier pursuant to this Section 2.
falls into any one of the above exemptions will be borne by the party The Initial Term will be automatically extended for periods of one(1)year
claiming such exemptions. each(a"Renewal Term")unless written notice of termination is provided
1.3. "COMSYS Provided Third Party Technology" means any at least sixty(60) days prior to the expiration of the Initial Term or any
and all Technology owned by a third party and licensed or sublicensed by Renewal Term. COMSYS or Client may terminate this Agreement or any
COMSYS which COMSYS uses in performance of the Services. SOW issued hereunder for cause upon at least fifteen (15) days prior
written notice to the other in the event that the other has breached any of
1.4. "Client Dictated Services" means any and all Services that the terms or conditions hereof and such breach has not been cured within
Client instructs COMSYS to perforin in a specific way or to achieve a this notice period. COMSYS or Client may terminate this Agreement or
specific end result. any SOW issued hereunder for convenience upon at least sixty(60)days
prior written notice to the other. This Agreement or any SOW may be
1.5. "Client Provided Third Party Technology"means any and all terminated immediately,without notice,if either party is adjudged insolvent
Technology owned by a third party and licensed or sublicensed by Client or bankrupt,or if any proceedings are instituted by either party(or against
and which Client provides to COMSYS for use in the performance of the it, if not dismissed within sixty (60) days of filing) seeking relief,
Services. reorganization or arrangement under any laws relating to insolvency, or
upon any assignment for the benefit of its creditors, or upon the
appointment of a receiver, liquidator or trustee of any of its property or
assets,or upon the liquidation,dissolution or winding up of its business.
1-1
COMSYS Master Services Agreement V FF, J''`�l
City of Fort Worth '
SOW's entered into prior to the effective termination date of this of COMSYS Personnel upon request and to the extent permitted by law.
Agreement will remain in full force and effect beyond such termination Background checks may include: public criminal records, judgments,
until the parties have fulfilled their obligations thereunder, unless such credit checks, fingerprinting, drug screening and other areas as may be
SOW's are expressly terminated. Client agrees to pay COMSYS for all specified by SOW. COMSYS may subcontract any Services hereunder to
fees and expenses incurred for Services provided hereunder through the third parties provided that COMSYS obtain the written agreement of any
effective termination date. Notwithstanding the foregoing, the terms of subcontractor to comply with the terms and conditions of this Agreement
this Agreement shall apply to any work performed by COMSYS for Client and any relevant SOW.
in connection with the Services prior to the Effective Date.
4. Ownership and Licensing of Intellectual Property. Upon final
3. Services. COMSYS will provide temporary personnel("COMSYS payment by Client of all amounts due under the relevant SOW, and
Personnel')to provide the Services to Client as may be set forth in any provided that Client is not otherwise in default of its obligations under this
SOW issued hereunder. COMSYS agrees to furnish resumes of personnel Agreement, COMSYS will grant to Client (except as otherwise
provided and/or proposed under this Agreement for Client's evaluation and specifically set forth in this Agreement or in the relevant SOW):(a)all of
approval prior to assignment under a SOW to this Agreement. COMSYS COMSYS' Intellectual Property Rights in the Developed Work;and(b)a
agrees, upon Client's written request, to immediately withdraw any nonexclusive,worldwide,perpetual,personal,royalty-free and transferable
COMSYS Personnel provided to Client hereunder. COMSYS agrees to license to COMSYS' Intellectual Property Rights in any Prior COMSYS
make reasonable efforts to promptly replace any such withdrawn Technology incorporated into such Developed Work or Services.
COMSYS Personnel with a replacement COMSYS Personnel of COMSYS does not directly grant any license to Client to COMSYS
comparable skill level and bill rate. Client understands and agrees that Provided Third Party Technology. COMSYS will assist Client in
COMSYS may provide Services directly or through affiliates or obtaining from the applicable third party vendor a license to use or modify
subcontractors. Such affiliate(s) or subcontractor shall be held to same COMSYS Provided Third Party Technology, subject to such vendor's
standards and obligations as COMSYS under this Agreement. terms and conditions and at Client's sole expense. Client hereby grants to
COMSYS anonexclusive,worldwide,perpetual,personal,royalty-free and
3.1. Statements of Work. The parties agree that a SOW will be nontransferable license to Client's Intellectual Property Rights in the
executed prior to the commencement of Services or the placement of Client Work and Client Provided Third Party Technology solely for the
COMSYS Personnel hereunder. Client and COMSYS will appoint the purpose and only to the extent necessary for COMSYS (including its
individuals designated in each SOW to act as their respective primary independent contractors)to provide the Services. Client hereby grants to
contacts(the"Primary Contacts"),which such persons shall be listed on COMSYS a nonexclusive,worldwide,perpetual,personal,royalty-free and
Exhibit B. attached hereto and made a part of this Agreement. Each transferable license to all Frameworks and Subassemblies included in the
Primary Contact will have oversight responsibility for his or her party's Developed Work. Notwithstanding the other provisions of this
performance under this Agreement and will have approval authority for all Agreement, each party will be free to use for itself and for others in any
operational matters relating thereto. Each party will notify the other party manner the general knowledge,skill,or experience acquired by that party
prior to changing its Primary Contact. The Primary Contacts will: (a) in the course of performing its obligations under this Agreement,including
strive to establish common goals and incentives so as to encourage team using that knowledge for any present or future customer or other business
efforts in the management of the Services; (b) meet at least monthly to partner. No licenses other than those expressly set forth in this Agreement
review each party's performance,coordinate the provision of the Services are granted by either party.
to Client and discuss Client's future requirements; and (c) serve as the
principal interface between COMSYS and Client with respect to all 5. Acceptance of Services. Unless otherwise specified in a SOW,
operational issues relating to the Services. Client agrees to review for approval each week the time records provided
to it by COMSYS Personnel. Client's signature thereon shall evidence
3.2. Change Management Process. Client acknowledges that any Client's approval and acceptance of the Services and Client's agreement to
changes to the SOW authorized or directed by the Client, including pay for such Services. Client agrees not to unreasonably withhold or delay
changes in COMSYS Personnel provided,the hourly rate(s) charged,the its acceptance,and any failure to accept shall be noted on the time record
assigned Services or the Agreed Specifications,will require a modification with a written explanation of the reasons the Services were not acceptable.
to the SOW and may require increased or decreased work by COMSYS
necessitating a reasonable adjustment in the payments due COMSYS 6. Client's Duties and Responsibilities. Client will make available in
under this Agreement. Client agrees to negotiate any such required a timely manner and at no charge to COMSYS all technical data,computer
changes in good faith as a modification to the SOW. The terns of a programs, files, documentation, test data, sample output or other
modification will prevail over those of the applicable SOW and, as information and resources necessary for COMSYS' performance of
applicable,any previous modifications,to the extent they are inconsistent. Services under this Agreement. Client will be responsible for,and assume
Unless otherwise agreed to in writing by Client and COMSYS, the risk for, any problems attributable to the content, accuracy,
perfonnance under the existing SOW will continue while the completeness and consistency of all such data,materials, infonnation and
authorization, evaluation, proposal or negotiation period associated with resources supplied by Client. Client will provide the necessary dedicated
any modification is conducted. COMSYS shall not be required to resources to perform Client's duties and responsibilities contemplated
commence any out of scope work or replace any COMSYS Personnel until under this Agreement and each SOW. Client will further provide such
a SOW modification has been approved by Client in writing. equipment(including hardware and software),workspace and supplies as
required by COMSYS to perform the Services hereunder unless otherwise
3.3. COMSYS Personnel. COMSYS agrees that COMSYS specifically provided in a particular SOW.
Personnel are not employees of Client and are not entitled to any rights,
benefits or privileges provided by Client to its own employees. COMSYS 7. Fees and Payment. Client agrees to pay COMSYS for the Services
agrees to communicate this to COMSYS Personnel prior to their provided hereunder at the hourly rate(s) as set forth in the relevant SOW.
assignment to perform Services under this Agreement. COMSYS Client further agrees to reimburse COMSYS for all reasonable expenses
acknowledges that it is solely responsible for the payment of compensation incurred by COMSYS in performance of the Services hereunder,including
to its employees,including salary,taxes,contributions and benefits. Client travel and living expenses and requested background checks. Invoicing
will not have any obligation to pay any amount to COMSYS' Personnel, will be on a weekly or semi-monthly basis, in arrears, and each invoice
including any"overtime"or premium payments, stock options or equity. will be payable within thirty(30)days of Client's receipt of such invoice.
COMSYS agrees to comply with applicable laws, regulations, orders, COMSYS may charge interest at the rate no to exceed one percent(1%)
ordinances,codes and standards,including identification and procurement per month on any amounts unpaid after forty-five (45) days of invoice
of required permits, certificates, approvals and inspections, insurance date,to be pro-rated on the basis of a thirty(30)day month. Invoices shall
(including workers' compensation),proper withholding and submission of be submitted to Client at the address indicated on the SOW. Any late
social security and income taxes,and any other laws which are or become invoicing by COMSYS shall not affect the obligation of Client to pay for
applicable to COMSYS. COMSYS agrees to perform background checks the Services covered by that invoice.
COMSYS Master Services Agreement �•, = 11 d j0 jN'' A U
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City of Fort Worth
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10. Indemnification.
S. Confidentiality Obligations. Each party will at all times, both
during the Initial and any Renewal Term and for a period of one(1)year 10.1. COMSYS' Indemnification. COMSYS will indemnify,
thereafter, keep in confidence all of the other party's Confidential defend and hold harmless the Client and its directors, officers,employees
Information, and to the extent allowed by law, will not use such and agents from and against any and all claims to the extent arising
Confidential Information without the other party's prior written consent. directly out of any negligent or wrongful act or omission of COMSYS or
Unless otherwise required by law, neither party will disclose the other COMSYS Personnel in the course of performing COMSYS' obligations
party's Confidential Information to any person except its employees and hereunder and relating to: (i) bodily injury, death,or damage to tangible
independent contractors to whom it is necessary to disclose the personal property, or(ii) arising out of an allegation that any Developed
Confidential Information for purposes permitted under this Agreement and Work or Prior COMSYS Technology, (except for Client Dictated Work),
who have agreed to receive it under terms at least as restrictive as those when used as contemplated by this Agreement or any relevant SOW,
specified in this Agreement. Each party will take reasonable measures to infringes any third party's copyright or trade secrets; provided, however
maintain the confidentiality of the other party's Confidential Information, that COMSYS' indemnity obligations hereunder shall not extend to the
but never less than the standard of care that an ordinarily prudent business negligence, willful misconduct, or breach of this Agreement of or by
would exercise to maintain the secrecy of its own confidential information. Client,the strict liability imposed upon Client as a matter of law, or any
Each party will immediately give notice to the other party of any action or inaction of COMSYS taken at the direction of Client.
unauthorized use or disclosure of the other party's Confidential
Information of which it becomes aware. Each party will return (or, if 10.2. Deleted.
requested destroy) the Confidential Information of the other upon
termination of this Agreement or upon request. Notwithstanding the 10.3. Notice and Assistance. An indemnifying party under this
foregoing,COMSYS understands and acknowledges that Client is a public Section 10 will only be obligated to provide indemnification under this
entity under the laws of the state of Texas,and as such,all information and Agreement if the indemnified party: (a)notifies the indemnifying party
data held by the Client is subject to disclosure under Chapter 552 of the promptly in writing of the claim;(b)permits the indemnifying party sole
Texas Government Coe, the Texas Public Information Act(the"Act").If control to defend,compromise or settle the claim if the indemnity claim
Client is required to disclose any information that may reveal any relates to infringement of Intellectual Property Rights (provided the
COMSYS proprietary information to third parties under the Act,or by any indemnifying party may not settle any claim without the consent of the
other legal process, law, rule or judicial order by a court of competent indemnified party where the settlement involves a remedy other than the
jurisdiction, Client will notify COMSYS prior to disclosure of such payment of money);and(c)provides all available information,assistance
information. Client shall not be liable or responsible in any way for the and authority at the indemnifying party's reasonable expense to enable the
disclosure of information if such disclosure is required by the Act or any indemnifying party to defend the claim. The indemnified party may
other applicable law,ruling or court order. participate in the defense or settlement of any claim at its own expense.
This Section 10 is the sole and exclusive remedy for each party with respect
9. Limited Warranty. to claims of infringement of Intellectual Property Rights and other
proprietary rights of any kind.
9.1.Limited Warranty on Services. COMSYS warrants to Client
that it will provide the Services hereunder utilizing reasonable care and 11. LIMITATIONS OF LIABILITY.
skill in accordance with customary industry standards. In the event that
COMSYS breaches this warranty,Client shall notify COMSYS in writing 11.1. DIRECT DAMAGES. COMSYS' LIABILITY FOR
and shall specifically describe the deficiency. COMSYS agrees to DAMAGES OR INDEMNITY UNDER THIS AGREEMENT,
promptly reperform such Services that failed to meet this standard of care. REGARDLESS OF THE FORM OF ACTION,WILL NOT EXCEED
If the Services as reperformed continue to fail to meet this standard of PER CLAIM AND IN THE AGGREGATE THE TOTAL AMOUNT
care, COMSYS and Client shall mutually determine whether additional ACTUALLY PAID BY CLIENT TO COMSYS UNDER THE
attempts at re-performance will be made or whether COMSYS shall refund RELEVANT SOW DURING THE TWELVE (12) MONTHS
to Client that amount paid by Client for the deficient Services. Client must PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
make any claim for breach of this warranty by written notice to COMSYS
within thirty(30)days of performance or reperformance of such Services. 11.2. NO CONSEQUENTIAL DAMAGES. IN NO EVENT
WILL COMSYS OR CLIENT BE LIABLE TO THE OTHER FOR
9.2. DISCLAIMER REGARDING SERVICES. EXCEPT AS ANY INDIRECT,INCIDENTAL,SPECIAL OR CONSEQUENTIAL
EXPRESSLY SET FORTH IN THIS AGREEMENT, COMSYS DAMAGES,INCLUDING LOSS OF PROFITS,REVENUES,DATA,
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND USE, OR ANY OTHER ECONOMIC ADVANTAGE, INCURRED
REPRESENTATIONS OF ANY KIND OR NATURE WITH BY COMSYS OR CLIENT ARISING OUT OF OR RELATING TO
RESPECT TO THE SERVICES PERFORMED OR THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY,
DELIVERABLES DELIVERED UNDER THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT,STRICT LIABILITY,
WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, EQUITABLE THEORY, EVEN IF COMSYS OR CLIENT,
MERCHANTABILITY,TITLE OR OTHERWISE. COMSYS DOES RESPECTIVELY, KNEW OR SHOULD HAVE KNOWN OF THE
NOT WARRANT (I) THAT THE DELIVERABLES WILL RUN POSSIBILITY OF SUCH DAMAGES.
PROPERLY ON ALL HARDWARE OR SYSTEMS OR OPERATE
IN ALL COMBINATIONS WHICH MAY BE SELECTED FOR USE 12. Insurance.COMSYS and Client agree to carry and maintain in force
BY A USER, OR (II) THAT THE OPERATION OF THE at all times during the term of this Agreement the lines of insurance
DELIVERABLES WILL BE UNINTERRUPTED OR ERROR FREE. coverage with minimum policy limits as follows: (a) Workers'
ALL HARDWARE AND COMSYS PROVIDED THIRD PARTY Compensation with limits as prescribed by applicable state law and
TECHNOLOGY DELIVERED TO CLIENT BY COMSYS UNDER Employer's Liability with limits of$1,000,000.00,per accident and in the
THIS AGREEMENT IS WITHOUT WARRANTY OF ANY KIND aggregate;(b)Commercial General Liability with limits of$1,000,000.00,
FROM COMSYS. THIS DISCLAIMER INCLUDES ANY IMPLIED combined single limit bodily injury and property damage, per occurrence
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A and in the aggregate;and(c)Business Automobile Liability with limits of
PARTICULAR PURPOSE AND ANY WARRANTIES OF NON- $1,000,000.00,combined single limit,each accident. COMSYS and Client
INFRINGEMENT OR OTHERWISE. agree to provide to the other certificates of insurance evidencing these
coverages upon the other party's request.
13. Dispute Resolution Process. The parties agree to meet and confer
't:
COMSYS Master Services Agreement
City of Fort Worth 1S7
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in good faith on all matters of common interest or all controversies,claims, 14.3. Force Majeure. Neither party will be held liable or
or disputes("Dispute")which materially affect the performance of either responsible to the other party nor be deemed to have defaulted under or
party under this Agreement. As soon as a Dispute is recognized by either breached this Agreement for failure or delay in fulfilling or performing any
party the parties will designate appropriate representatives to meet and term of this Agreement,to the extent, and for so long as, such failure or
discuss the matter and will make all reasonable efforts to reach a resolution delay is caused by or results from causes beyond the reasonable control of
within two(2)weeks after the Dispute has been identified. If the Dispute the affected party, including but not limited to compliance with any
cannot be resolved between the parties'respective representatives,then the government law, rule, ordinance or regulation, acts of God, acts of the
parties will the matter(s) to their respective executive management, who public enemy, strikes, fires, lockouts, natural disasters, wars, riots,
will make all reasonable efforts to reach a resolution within thirty (30) materials or labor restrictions by any governmental authority, ,provided
days after the Dispute has been referred to them. If this process is that in the event of a delay,such party will give notice to the other party,
unsuccessful, the parties may then pursue whatever remedies they have and will take steps to minimize any such delay,and will promptly resume
under law to resolve the dispute.The foregoing,however,will not prevent performance when the cause of the delay is removed.
or limit either party's right to apply to a court of competent jurisdiction for
a temporary restraining order, preliminary or permanent injunction, or 14.4. Publicity. Neither party may use in advertising or publicity
other similar equitable relief, or either party's right to file an action to (including on the Internet),the name of the other party,or any trademark,
prevent such action from being barred by the applicable statute of trade dress, service mark, trade name, symbol or any abbreviation or
limitation. contraction thereof owned by or referring to the other party without the
prior written consent of the other party—Notwithstanding the foregoing,
14. Miscellaneous. COMSYS may mention or describe its work for Client,or identify Client
as a client, in COMSYS' marketing materials and proposals, whether in
14.1. Notices.All notices and other communications required printed or electronic media.
or permitted under this Agreement will be in writing and will
be deemed effectively delivered upon receipt by personal 14.5 Compliance With Laws. COMSYS and Client each warrant
delivery or overnight courier service with delivery confirmation compliance with all applicable laws,regulations,orders,ordinances,codes
to the addresses indicated below the parties' signatures. Any and standards that may respectively apply..
party may change its address for such communications by
giving an appropriate written notice to the other party 14.6. Non-solicitation. During the Initial Term and any Renewal
conforming to this Section 14.1. Copies of all notices to Term of this Agreement and for a period of twelve(12) months after the
COMSYS must be sent to: COMSYS, Contract Services latter of its termination, expiration or the completion of all Services
Department, 9737 Washingtonian Blvd., Suite hereunder,COMSYS agrees that it will not solicit for hire,hire,or advise
500;Gaithersburg, MD 20878, and to COMSYS, 4400 Post or assist others with the opportunity to do the same, any employee of
Oak Parkway, Suite 1800,Houston,TX 77027,Attn:General Client. During the term of any SOW and for the period of twelve (12)
Counsel. months after its termination or expiration, Client agrees that it will not
solicit for hire,hire,or advise others with the opportunity to do the same,
Copies of all notices to Client must be sent to: 1000 any COMSYS Personnel covered by such SOW without the express
Throckmorton Street,Fort Worth,Texas 76102 written consent of COMSYS. A party's general solicitation of employees
(through,for example, advertisements in newspapers,magazines or trade
14.2. Construction; Waiver; Severability. This Agreement, journals)will not be a violation of this provision nor will a party's hiring
together with the SOW's issued under this Agreement, constitutes the of personnel of the other party who responds to such a general solicitation
entire agreement between Client and COMSYS with respect to its subject be a violation of this Section 14.6.
matter and supersedes any and all previous or contemporaneous
agreements and understandings with respect to such subject matter. This 14.7. Assignment. Neither Client nor COMSYS may assign or
Agreement may be amended only by written agreement of the parties otherwise transfer this Agreement or rights hereunder without the prior
which is signed by authorized representative of both parties. Should any written consent of the other. Waiver by Client or COMSYS,respectively,
provision of this Agreement be held invalid or unenforceable, such as to any transaction shall not operate as a waiver of the prohibition
invalidity will not invalidate the whole of this Agreement, but rather that contained herein or such party's rights as to any subsequent transaction.
invalid provision will be amended to achieve as nearly as possible the Notwithstanding the foregoing, upon written notice to the other party,
same effect as the original provision and the remainder of this Agreement either Client or COMSYS,respectively,may assign this Agreement to(a)
will remain in full force. Waiver by either party of the breach of any a parent or subsidiary corporation or corporation owned by a parent
provision of this Agreement by the other party will not operate or be corporation;or(b)a person or entity which,through merger,acquisition or
construed as a waiver of any subsequent, similar or other breach by the otherwise, succeeds to all or substantially all of such party's business,
breaching party. This Agreement may be executed in any number of provided such assignee agrees in writing to be bound by the terms and
counterparts,each of which will be an original as against any party whose conditions of this Agreement. Further notwithstanding the foregoing,
signature appears thereon and all of which together will constitute one and Client or COMSYS, respectively, as assignor or transferor shall remain
the same instrument. The captions and headings appearing in this fully responsible and liable for the performance of all of its covenants and
Agreement are for reference only and will not be considered in construing obligations under this Agreement and any assignee, transferee or
this Agreement. As used in this Agreement,"including"means"including successor,shall be jointly and severally liable with assignor or transferee
without limitation." This Agreement will be governed by and construed in for the performance of all such covenants and obligations.
accordance with the laws of the State of Texas. Unless otherwise noted,
"days" refers to business days excluding Saturday, Sunday, nationally IN WITNESS WHEREOF,the parties have executed this Agreement as
recognized holidays, or any other day designated as a day in which the of the Effective Date. Each party warrants that they have the full corporate
Client is closed for business. Nothing contained in this Agreement will be power and authority to execute and deliver this Agreement and to perform
deemed to or construed to create ajoint venture or partnership between the their obligations hereunder, and that the person whose signature appears
parties. The relationship between the parties is and shall be at all times below is duly authorized to sign this Agreement on behalf of the party that
that of independent contractors. This Agreement is entered into for the they represent.
sole protection and benefit of the parties to this Agreement and is not
intended to convey any rights or benefits to any third party. The
obligations of the parties under this Agreement that the parties have
expressly agreed will survive the termination of this Agreement or that,by
their nature, would continue beyond the termination of this Agreement,
will survive the termination of this Agreement for any reason.
COMSYS Master Services Agreement
City of Fort Worth
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FOR COMSYS
B :
PrintedNameffitle:
Address Line I:
Address Line 2:
FOR CLIENT Insert Name 1
By:
Printed Nam itle: y
Address Line l:
Address Line 2:
EFFECTIVE DATE:
ALMOVED AS TO FORA AND LEGALITY:
Assistant City Attorney
Attested BY:
1llarty Hendrix
Citv Secretary
Contract ruthorizatioR
Date
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COMSYS Master Services Agreement
City of Fort Worth
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t c MSYS
EXHIBIT A
STATEMENT OF WORK
(For Staffing Services Only)
SOW#
THIS STATEMENT OF WORK("SOW")is issued in accordance with the Agreement dated between COMSYS Services
LLC("COMSYS")and ("Client"). This SOW authorizes the following COMSYS personnel to provide Services under the
Agreement.
Consultant Name: SOW Effective Date: SOW End Date: Labor Classification:
Bill Rate/Hour:$ Total No.of Hours Authorized: Overtime Allowed: Yes❑ No❑ Overtime Bill Rate/Hour:$
Other Expenses Allowed:Yes❑ No❑ I Pre-Approval Required:Yes❑ No❑ 1 8 Hr.Work Da ❑ Other Work Day❑ Specify:
Client Approved Timesheet Required:Yes❑ No❑ End-Client(If different than Client Name):
Specify Any Additional Timesheet Approvals Required: Location of Services:(If different than Client Name):
Consultant Status:(Check one):COMSYS W-2❑ Supplier❑ IC❑ Clients Billing Address:
Description of Services:
Automatic Term Renewal: Yes❑ No❑ (NOTE:If the"Yes"box is checked,unless COMSYS is notified otherwise in writing by Client,this SOW shall be
extended thereafter on a month-to-month basis until such time as the services being provided have been completed,or until this SOW has been terminated in
accordance with the Agreement. In no event,however,will the term of this SOW extend beyond the term of the Agreement.)
INCORPORATION BY REFERENCE:This SOW when signed by COMSYS and Client will incorporate by reference all of the terms and
conditions of the Agreement(and any Addenda thereto that pertain to the subject matter of this SOW)and will form a part of the Agreement.
Further,the terms of this SOW will supplement and modify the terms of the Agreement to the extent set forth herein.
The undersigned have read,understand,and agree to the terms and conditions herein,including any attac ents h eto.
For and on behalf of COMSYS: For and on behalf of Client:
B : B :
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Date: -7 Date: V12,
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EXHIBIT C
SCOPE OF WORK
Overview of Project Scope:
The COMSYS team is to migrate web content from the City's internet site to the CMS 400.NET
system (version 6.0). This represents up to, but not exceeding, 21,000 pages of web content.
The migration activities are to be performed in two phases:
1) Preliminary migration activity which defines the web content in preparation for actual
migration to the CMS system.
The purpose of this phase of activity is to compile content information into a content
definition database (CDD) for each page of web content that is to be migrated. The
information will be based on the review of content outlines and worksheets provided to
COMSYS by the City of Fort Worth, Texas. In performing this preliminary step of detail
research and analysis, the actual migration to CMS will be expedited.
2) Actual migration of web content to the CMS system.
The purpose of this phase of activity is to physically move/migrate the city's identified
21,000 pages of web content to the CMS system, and perform unit testing of the
migration. Content is to be extracted directly from existing web pages and configured
in a manner that replicates the look of each original page.
Refer to the "Migration to CMS" section under Phase 2 for more details regarding the
steps required to migrate content.
Refer to the Phase 2 section b elow for details regarding prerequisite tasks that must
be completed prior to the actual content migration activities.
Location of Work:
The primary work location of the COMSYS contractors will be offsite at designated COMSYS
offices or other appropriate locations. All work activity including the updates of content
definitions via the CDD, CMS training for the contractors, the migration of 21,000 pages of web
content to the CMS, and unit testing of migrated content will occur at the designated COMSYS
offices or other appropriate locations.
COMSYS will provide the facilities, equipment, and web browser software for the COMSYS
contractors. The City of Fort Worth, Texas will provide the Ektron CMS 400.NET version 6.0
software, the related web and database servers and access to these servers through the
Internet. The required software for the contractors includes Microsoft Internet Explorer and
Microsoft Word.
Access to the City of Fort Worth Network:
Access to the CMS (version 6.0) system will be via an Internet connection to the city's CMS
servers. COMSYS personnel not part of the actual conversion team will access the City's
servers through both the Internet and VPN connections. The city will provide network accounts
for all COMSYS personnel not part of the actual conversion team.
Access to the network folders containing the sitemap outlines and site map worksheets, issues
log and other project management related documents will be restricted to the COMSYS
Engagement Managers and COMSYS Project Managers.
1
Reference Tools for Migration Activity:
The following tools will be utilized by COMSYS to perform the preparation and actual migration
activities:
• The content outlines (defining the complete content of the "current site") will be distributed
to COMSYS by the City of Fort Worth, Texas at the inception of the project. In order for
COMSYS to meet the anticipated deadlines for completion of this project, these materials
must be received by COMSYS no later than June 5th, 2006.
• The site map worksheets (defining the major (high level) navigation of the "to-be designed
site") will be distributed to COMSYS by the City of Fort Worth, Texas at the inception of the
project. In order for COMSYS to meet the anticipated deadlines for completion of this
project, these materials must be received by COMSYS no later than June 5th, 2006.
• The site map outlines (defining the complete content of the "to-be designed site") will be
distributed to COMSYS by the City of Fort Worth, Texas at the inception of the project. In
order for COMSYS to meet the anticipated deadlines for completion of this project, these
materials must be received by COMSYS no later than June 5th, 2006.
• The City of Fort Worth web site (all pages currently defined to the
http://www.fortworthgov.org/ site).
Note: Exhibit E contains additional domains to be migrated to the CMS.
COMSYS Management Team:
The COMSYS Engagement Managers will be the single point of contact between COMSYS and
the Fort Worth EGov Project Team, and will be primarily responsible for all migration activity
undertaken by the contractors. Throughout the entire project, the Engagement Managers will be
accessible by telephone and e-mail, will address project issues in a timely manner, and will be
on site in Fort Worth if necessary to ensure the success of the project (payment for travel and
expenses to be agreed upon by CFW and COMSYS depending upon the nature of the
problem). Refer to the "Issues Resolution" section under Phase 2 for more details regarding
the turn-around time for resolving issues.
COMSYS will assign 3 Project Managers to the project. The COMSYS Project Managers will be
the single point of contact between the COMSYS Engagement Managers and the COMSYS
Contractors and will be responsible for the completion of the assigned content per the defined
detail migration delivery schedules.
Communication:
The Engagement Manger(s) will meet with the City of Fort Worth (CFW), via phone conference
calls, to finalize the detail Migration Work Plan, to schedule routine planning meetings and to
develop communication plans. COMSYS and CFW will also agree on and document migration
procedures and reporting mechanisms. CFW will designate the staff with authority to approve
migrated CMS content, and receive training. CFW will designate the staff that will be
responsible for the implementation of policies and procedures, maintaining CMS configurations,
and becoming application power users (super users).
CFW will designate the staff that will be responsible for transfer of knowledge regarding web
content to COMSYS contractors.
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Refer to the Communication Plan section at the end of this document for more details regarding
CFW and COMSYS communications.
3
Phase 1 of Migration Activity: Content Definitions (via the CDD)
During the first phase of migration activity COMSYS will add and update records within the CDD
to further define the properties of up to 21,000 pages of web content that are to be migrated to
the CMS. This activity will be maintained and tracked exclusively by COMSYS to prepare for
CMS migration activities. However, at the point of submitting content to CFW for review and
approval, the data will be made available to the CFW team for QA/test purposes. Each page
of content will undergo an approval process by the CFW team before proceeding to the CMS
migration phase of activity. CFW agrees that if the approval is not granted within 5 business
days of being made available to CFW, COMSYS will consider the approval to be granted by
CFW for each respective content item identified.
Also during this phase of activity, COMSYS will thoroughly review each of the department's
existing sites and with the site map documents as a main point of reference, perform
knowledge transfer review sessions with the appropriate CFW web author(s). Issues identified
as "out of scope", during the review sessions, will be communicated to the ITS Project Manager
prior to making changes.
Prerequisite Tasks
Prior to COMSYS updating the CDD with content definition information, the following tasks must
be completed by CFW:
• The content outlines (defining the complete content of the "current site") will be distributed
to COMSYS.
• The site map worksheets (defining the major (high level) navigation of the "to-be designed
site") will be distributed to COMSYS.
• The site map outlines (defining the complete content of the "to-be designed site") will be
distributed to COMSYS.
Note: Prior to the CDD updates, the web authors will update the site map outlines with the
following information:
Appendix B (the file named
"Sitemap_Outline_Template_Contract_Version_05192006.doc") will contain examples of
the format to be used for the web author updates to the site map outline.
1. URLS/Existing Content -
AII departments will provide COMSYS the original location (URL address which
leads with [http://www...]) of each page or block of content that is to be migrated to
the CMS. The URL will communicate to COMSYS the exact location of the content
that is to be used for the migration to the CMS.
2. Page vs. Content -
The start of all pages will be clearly identified.
Multiple blocks of content that need to be merged will be the responsibility of the City
of Fort Worth.
Note: Content block designations are only needed when more than one content
block is defined to a single page.
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3. Repeated Content - Cross Links
Any content that is repeated (used in a second location on the site) will be clearly
designated as a cross link. The cross links point to information within the
department's site.
The cross link tag will include an outline reference to the main page containing the
content. Example : (cross link to 1.2.A.1.e).
4. Links — Internal, External and Application Links -
AII links to internal site and external sites will be clearly designated.
5. Links to PDFs -
AII links to PDFs will be clearly designated. COMSYS will be responsible for the
migration of all PDF files.
6. Home Page -
AII departments will be responsible for migrating/creating their respective home
page(s). This is to provide the opportunity for the web authors to become familiar
with the use and functionality of CMS. These pages will not be migrated by
COMSYS.
7. New Content -
AII departments will be responsible for migrating all newly created pages that do not
currently exist on the web. These pages will not be migrated by COMSYS. However
they will be clearly designated on the content outlines. COMSYS will create blank
pages as a place holder for all new content. The web authors will then configure the
pages via the CMS. These blank page holders will not be included in the page count
tally which defines the 21,000 page limit for content migration to be performed by
COMSYS.
8. Priority Content-
Due to the strict project timeline and schedule restrictions, departments will not
establish priorities for migrating web pages.
9. Pages to be Migrated Solely by Web Authors -
Several web authors have expressed an interest in migrating some or all of their
pages. Therefore, any pages NOT to be assigned to COMSYS; but, are to be
assigned to a CFW web author(s) instead, will be clearly designated. The pages
will be labeled at the highest level of assignment
• at the department level, if the web author is to migrate the
entire department's site
or
• at the content level, if only selected pages are to be
assigned to a web author
10. Content Schedule Periods [when applicable] -
AII pages requiring a specific date to display the content on the city's internet site
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and/or a specific date to remove the content from public view will be clearly
designated in the outline and CFW will be responsible for updating the CMS.
11. Web Forms—
AII pages containing web forms will be migrated by a designated internal CFW
team.
12. Applications—
Examples of web applications that do not fall under the category of web forms
include: web pages that return a selected list of information after specific selection
criteria has been requested (i.e. requests for scores and or survey results based on
an entered address or location). The migration of web applications will be the
responsibility of the CFW team.
Deliverables:
• Detail delivery schedule - provide a schedule defining the weekly delivery of CDD
information.
• Content Definition Database — containing details regarding the content definition of each
page of content to be migrated to the CMS.
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Phase 2 of Migration Activity: Content Migration to CMS
COMSYS and the CFW Project Manager will develop a full-scale migration plan detailing the
delivery schedule by department for all of the web content to be migrated. Departments with a
large volume of content will also incorporate a second category level (i.e. division, or major
topic) to schedule the delivery of content to the CMS. Milestones for the delivery of the CMS
pages will be clearly defined for tracking and progress reporting purposes. COMSYS mangers
will then be responsible for assigning departments (and divisions if necessary) to their
contractors.
A detail log by department (and by division if necessary) will be maintained for reporting
progress of the development, review, and sign-off of the migrated pages. The Ektron CMS may
be utilized for this process or COMSYS may elect to use the CDD as a means of
communicating conversion progress.
The content definition information created by COMSYS via the CDD will be submitted to the
web authors at the time the CMS content is released to CFW for review and unit testing.
Migration to CMS
The content defined within the CDD will be migrated to the CMS by COMSYS (refer to
the migration exceptions below). The web environment will be migrated to an IIS 6.0
platform. The migration will take the content to a SQL Server database via a .Net 2.0
CMS application (Ektron CMS 400.NET version 6.0).
The current content pages are straight HTML and .asp format with minimal JavaScript.
Any other pages (applications and web forms) will be responsibility of CFW for
migration. CFW acknowledges that JavaScript will not be migrated as a part of the
COMSYS conversion effort, but may be implemented by CFW web authors independent
of COMSYS.
COMSYS will then migrate the content to the web server. The tasks required for
COMSYS to migrate content to the CMS include the following:
COMSYS Migration Tasks —
o Copy text from existing static web page
o Paste text into CMS Editor interface
o Apply CMS styles to copied text
o Download images from original static web page
o Upload images to CMS Library
o Download linked files (PDFs) from original static web page
o Upload files to CMS Library
o Import images from CMS Library into CMS Editor
o Import linked files from CMS Library into CMS Editor
o Add appropriate hyperlinks to content through CMS Editor
o Assign appropriate META data according to the migration CDD
o Quality check content and imagery against information provided earlier by
Fort Worth
o Add content to appropriate navigation menu(s)
o Submit the content for final review and approval in the CMS tool
COMSYS Migration Exceptions -
COMSYS will not be responsible for migrating the following content items:
o Home pages
o New content
o Web author tasks
o Web forms
o Content schedule periods
o Web applications
o JavaScript's contained with the migrated content
This information will instead be migrated by the CFW web authors.
COMSYS Unit Testing
The migrated content will undergo review by both teams (CFW and COMSYS). The
review will consist of unit testing to validate the web site is correctly functioning, content
appears as it is designed, links are properly functioning and the site is ready to move to
a final, production environment. As a result of this testing, minor changes may be
applied to the pages to resolve any issues that result from the testing process.
COMSYS will perform the initial unit testing before handing it off to the web author(s).
Content may be returned to the contractor for the following reasons, unless the original
definitions that were provided by CFW were incorrect:
• Content migrated from the wrong web page
• Missing pages and/or content (per the CDD)
• Incorrect links defined
• Incorrect pdf information defined to the page
• Incorrect formatting of content, tables and/or forms
• Incorrect style applied to the web page
• Incorrect or missing images defined to pages
CFW Review of Content
Upon completion of migration to CMS and initial unit testing of content for each
scheduled department, the web authors will be notified by COMSYS using either the
CDD or CMS tool and the migration submittal dates will be logged. The web authors will
have a maximum 5 business day period to review the migrated pages that have been
submitted for review and approval. If approval or rejection is not initiated by CFW within
this 5 business day period, that content item will be considered accepted by CFW. Any
issues identified by the web authors will be logged and reported to the CFW Project
Manager who will contact COMSYS.
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Migration Status Log
All activity specific to the scheduling of knowledge transfer sessions, submission of
content for review, the return of content for revisions, the COMSYS sign-off of content,
the completion of CFW design revisions and unit testing will be maintained via a
migration status log. COMSYS will maintain dates specific to knowledge transfer
sessions and content submissions to CFW. CFW will maintain resubmit dates,
COMSYS signoff of content dates, CFW final revision dates, CFW unit test completion
dates.
All issues will be logged and reported to the CFW Project Manager on a daily basis via a
centralized issues log. When serious, multi-department impacted, and/or global issues
arise, COMSYS will notify the CFW project manager and web master via email and by
phone if necessary. The CFW Project Manager, Web Master, and contractor will
mutually work towards the timely resolution of issues, questions, and problems.
Issues Resolution
All issues submitted to COMSYS by CFW, or submitted to CFW by COMSYS will be
resolved within 1 business day of being notified. Complex issues requiring more time,
will be communicated, and an agreed upon resolution period and/or solution will be
established.
Prerequisite Tasks
Prior to the actual migration of content to the CMS, the following tasks must be completed:
• Workflow will be developed by CFW and sent to COMSYS. (CFW)
• 10 Templates will be developed and integrated to the CMS. (COMSYS)
• CMS installed, configured. (COMSYS)
• Test CMS for functionality and performance. (COMSYS and CFW)
• CMS folder structure configured per site outlines. (COMSYS)
• User groups and privilege settings for migration personnel defined to the CMS, per the
specifications submitted to COMSYS by CFW. (COMSYS)
• Workflow for migration edit and approval activities defined to CMS (COMSYS)
• Configure image and document CMS folder structure. (CFW)
Deliverables:
• Content to the CMS400 version 6.0 system per the CDD for each major topic and for the
city departments.
• Updates to the CMS will include, but may not be limited to, the following:
' Content blocks and pages (per the CDD)
' Keywords to be defined to the content
' Topical reference to be defined to the page
' Links to be defined to the page
' Links to PDFs
' Links to External sites and applications (URL)
' Links to Internal pages and applications within the CFW site
' Images to be migrated to the page (per the display of the current site's pages)
' Cross links to repetitive content
' Font styles to be used for each content block, per predefined cascading style
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sheets submitted to COMSYS.
Additional Deliverables:
• Development and configuration of 65 templates (additional 10 to be processed per
original COMSYS agreement, described earlier in this statement of work)
• Migration of a maximum of up to 21,000 pages to the CMS
• Detail migration delivery schedule
• Super user training for the development of forms and templates (to be held in
conjunction with the previously agreed CMS training)
• Travel costs for training and support not to exceed $2,500
• Maximum of 40 hours to be applied to technical CMS migration services. Details to be
defined after the detail migration plan has been developed (per original COMSYS
agreement)
Training
Per the original contract, COMSYS will provide 2 Half-Day Training Sessions for Web Authors
and a 2 Day Technical Training class for Fort Worth IT Developers.
COMSYS will also provide on-site training to both the web authors and the Fort Worth technical
team covering how to use the CMS, how to develop the CMS templates and how to develop
online web forms using the Ektron CMS tool.
Training documentation will be provided for all of the above mentioned courses. Author training
will be custom developed by COMSYS while technical training documentation will be provided
by Ektron.
Deliverables:
Content Contributor Training Document (for web form development and maintenance)
Content Contributor Training Document (for template development and maintenance)
"Train the Trainer' Session (for web form development and maintenance)
"Train the Trainer' Session (for template development and maintenance)
After completion of all internal and external testing, and at the approval of the City, COMSYS
will deploy the new version of the public site to the production servers for public consumption
COMSYS will test the production version to ensure that it accurately reflects the completed
testing environment.
Deliverables:
Deployment to production servers of new Fort Worth CMS-based web site
Estimated Time Frame for Completion
The duration of this engagement will be dependent upon the complexity of the web pages, the
delivery of CDD information by COMSYS, the availability of City of Fort Worth personnel to
10
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provide content and feedback and the complexity of the web pages. COMSYS will provide the
City of Fort Worth regular status reports detailing project progress, time spent, and open
issues.
Deliverables and Schedule: COMSYS will make every attempt to deliver final converted
content no later than September 29th, 2006. All efforts will be made to complete this work
before the end of August, 2006.
Delivery Phase Estimated Weeks
Phase 1: Migrate web content (Simple pages) 1 - 2 week
Phase 2: Migrate web content (Complex pages) 12 - 15 weeks
Total Weeks 13— 17 weeks
Payment Terms
COMSYS will bill the City of Fort Worth, Texas on a monthly basis, beginning June 1st, 2006,
based on the following milestones. Payment will be contingent upon the full delivery of each
milestone listed above.
• Date PO Amt Milestone - [Payment Contingency]
5/31/2006 $ 30,000.00 Council Approval on the COMSYS Contract.
M &C P10390
6/30/2006 $ 124,252.50 1)The migration and sign-off of a minimum of 5,000 total pages of
content
2 Specialized training for CMS forms and template
7/31/2006 $ 124,252.50 The migration and sign-off of a minimum of 5,000 additional pages of
content
Total pages migrated = 10,000
8/31/2006 $ 124,252.50 The migration and sign-off of a total of 5,000 pages.
(Total pages migrated = 15,000)
9/30/2006 $ 119,092.50 1) The migration and sign-off of a total of 6,000 additional pages of
content
or 100% of the city's Internet pages.
(Total pages migrated =21,000)
2)Completion of customizations as needed(upon request)
Requested customizations not to exceed 40 hours
Total $ 521,850.00
Migration Assumptions
The following assumptions are included as a part of this proposal:
• COMSYS will not utilize off shore resources for any aspect of migration activity.
• COMSYS will work in conjunction with the City of Fort Worth in developing the detail
delivery schedule for content migration prior to the start of the actual migration activity.
• The City of Fort Worth will define the department and page specific priorities for the
mentioned deliverables.
• The City of Fort Worth will provide access to a network folder containing Content
11
Outlines (of the current site), Site Map Worksheets and Site Map Outlines (of the newly
designed site).
• The City of Fort Worth will provide COMSYS with the content outlines (that will include
no more than 21,000 URLs to be converted) and menu breakdowns for all content to be
migrated on or before June 5th, 2006 in totality. Missing this deadline will delay final
delivery of converted content.
• The City of Fort Worth will provide all equipment and software related to the servers and
CMS software and the hosting environment.
• COMSYS is not responsible for creating any original content
• COMSYS is not responsible for converting web forms or web applications
• COMSYS will not be responsible for resizing images or optimizing image quality — all
images and files will be transferred directly through to the CMS on an "As Is" basis
• The pricing estimates are based on the requirement for no more than16,000 pages of
complex content and no more than 5,000 pages of simple content to be converted. If
there turns out to be more than 16,000 complex pages, or more than 5,000 pages of
simple content, a change order may be required.
• If, after delivering the master version of the content outlines and menu breakdowns to
COMSYS, there are changes to individual elements of content, a change order may be
required.
• If performance or connectivity issues arise with the CMS server a change order may be
required.
• If COMSYS does not received signed copies of this Master Services Agreement and the
SOW titled "SOW_FtWorth—MSA_05192006.doc" by June 5th, 2006, the final deadline
for content conversion to be completed will be delayed. This may require a change order
to address in this event.
• As content is converted, COMSYS will utilize the Ektron CMS to submit the converted
content for approval. If content is not approved or rejected within 5 business days of
conversion, COMSYS will assume that the content is accepted by the City of Fort Worth,
Texas. Once converted content items are accepted, any changes will be the
responsibility of the Fort Worth team. However, COMSYS will address any major items
by re-converting the content or resolving the identified issue.
• COMSYS will report status on a weekly basis to the City of Fort Worth via weekly
meetings, conference call meetings, and a written status report.
• If the need arises, COMSYS will be responsible migrating a maximum of 21,000 pages
of content in two phases (i.e. due to time constraints, the migration extends beyond
September 30, 2006).
Content Migration
• COMSYS is responsible for migrating up to, but not to exceed, 21,000 pages of web
content to the CMS400 version 6.0 system.
• The migration of applications is out of the scope of this phase of the EGov project and
will not be migrated to CMS. Designated web pages will contain links to applications.
• The content is to be migrated from the existing web pages currently stored on the static
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html and asp web pages stored on the City of Fort Worth Internet Server.
• COMSYS will not be responsible for adding, designing or modifying content. COMSYS
is to focus on the migration of existing web content. The City of Fort Worth Web
Authors will process any new or to-be-changed content.
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Communication Plan
Method/Name of Description
Communication .
Migration Planning Discuss procedures and schedule Dupree As needed Dupree Dupree
Meeting dates for Carlson (approximat Carlson
• the delivery of the initial COMSYS a dates: COMSYS
content definition 5/12/06—
spreadsheets to be reviewed 6/1/06)
for QA by the project team,
• the initial content migration to
CMS to be reviewed for QA by
the project team.
• the development of the CDD.
• the content migration to CMS.
Discuss the format, content, and
procedures for the reporting of
• status reports
• issues to s
Review and Sign- Review and sign-off on the detail Dupree TBD Dupree Dupree
Off of the Detail migration schedule. Carlson Carlson
Migration COMSYS COMSYS
Schedule
Weekly Project Status Report listing: Network Weekly COMSYS Arlethia
Status Report • Overall project status (ahead, Folder Dupree
behind or on schedule and
Status: Ongoing budget)
• Work completed since last
week
• Work planned for the next
week
• Issues impacting the project
Issues Log Issues Log containing project Network Daily COMSYS Arlethia
issues, concerns, problems, and Folder Dupree
bugs
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Name of • • • Delivered
Description
Frequency
Communication Audience By To
Migration Log Log of Migration Activity Network Daily COMSYS Arlethia
• Dept/Div Folder Dupree
• Scheduled interview date
• Actual interview date
• #spreadsheets active
• #spreadsheet pages
completed
• date submitted to COMSYS or
CFW Project Manager for
review
• date resubmitted to COMSYS
• date resubmitted to Project
Manager for review
• date migrated to CMS
• date resubmitted to COMSYS
for rework
• date resubmitted to Project
Manager for review
Weekly COMSYS Review status report COMSYS Weekly Dupree COMSYS
Status Meeting • Review status of high-level Dupree Wednesday Dupree
tasks Carlson Carlson
• Discuss and resolve any
issues
Internet Discuss and review project issues, Internet Weekly Carlson Internet
Committee concerns, problems Committe Mondays Committee
Meetings • Resolve issues, problems, a 10:00am COMSYS
concerns COMSYS (as
• Define procedures requested
by CFW)
Web Author Preliminary review of migration COMSYS As Needed COMSYS COMSYS
Interview requirements Project Project Project
Sessions • Review current site Mgr, Web Mgr Mgr, Web
• Site map outlines Author Author
• Special considerations,
requirements and procedures
for the department's migration
of content
Initial Migration of Quality assurance review of 3-5 Dupree One time COMSYS Dupree
Content Review migrated pages by the project Carlson only Carlson
Session team to ensure effective COMSYS
communication between COMSYS Internet
and web authors and to ensure the Committe
accuracy of data to be migrated to e
the CMS. Web
Authors
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Name of Description • • Frequency • Delivered
Communication Audience By To
Web Author's The web authors will be readily Web As Needed COMSYS COMSYS
Response to available for phone calls from the Authors
Content Related COMSYS management team COMSYS
Questions regarding CDD content definition
information specific to their
department.
Questions regarding content
during the phase 2—CMS
migration activity will be
communicated between the ITS
PM or Web Master and the
COMSYS PM.
The status log will reflect contact
dates, names, and the general
nature of thequestions/issues.
Web Author's The CFW Internet Committee will CDD Per pre- COMSYS Dupree
review and sign off be responsible for signing-off on (Content defined Carlson
of CDD each CDD record defining their Definition schedule or
information page of web content(as defined in Database as
the site map outlines)within 5 ) completed
business days of submission by Web by COMSYS
COMSYS. Authors
The status log will reflect submittal
dates, sign-off dates, department
name, page name, sign-off name,
etc.
Web Author's The web authors will be CMS Per pre- COMSYS Dupree
review and sign off responsible for signing-off on each (Content defined Carlson
of Content CMS record defining their page of Manage- schedule or
Migrated to the web content (as defined in their ment as
CMS site map outlines)within 5 Software) completed
business days of submission by Web by COMSYS
COMSYS. Authors
The status log will reflect submittal
dates, sign-off dates, department
name, page name, sign-off name,
etc.
Final Project COMSYS and CFW will meet for COMSYS At Dupree COMSYS
Review Meeting the final review of project status Dupree completion Dupree
and issues, and for signoff on all Carlson of the Carlson
deliverables. project
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EXHIBIT D
STATEMENT OF WORK CHANGE AUTHORIZATION FORM
(For Project WoJIr)
Client PO# Change authorization#(issued by project mgr):
SOW No.:
Project name:
Change title:
Description of proposed change:
Reason for change:
Impact of change on: Comments:
Cost:
Schedule:
Other.
Change requested by: Name:
Title:
Signature:
Date:
Chane accepted ❑ Chane 'ected
Rejection reason(if applicable)
If EEgud,authorized .
FOR COMSYS FOR CLJENT
Name: Name:
Title: Title:
Signature:
Signature:
Date:
Date-
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/23/2006
DATE: Tuesday, May 23, 2006
LOG NAME: 13P06-0124 REFERENCE NO.: **P-10390
SUBJECT:
Authorize a Purchase with Comsys Services, LLC for Consulting Services for the Information
Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize a purchase with Comsys Services, LLC for consulting
services to assist in the migration of the Content Management Software (CMS) for the Information
Technology Solutions Department (IT Solutions) for a cost not to exceed $525,000.
DISCUSSION:
IT Solutions will use this purchase agreement for document migration services in support of the E-gov
project for the Content Management Software System. On September 20, 2005, (M&C P-10230) the City
entered into a purchase agreement for Ektron Content Management Software (CMS) from Ektron, Inc.
Comsys Services LLC (Comsys) was subcontracted by Ektron to provide implementation of the Content
Management Software System. In accordance with the approved project plan and schedule Comsys will
assist in the migration of the city's web pages to the new Content Management Software System. Funds
for the E-gov project were appropriated in the FY 2005 and 2006 budgets.
IT Solutions solicited proposals from Comsys Services, LLC, Matrix Resources Inc., Sentari Technologies,
TekSystems Inc. and Comsys Information Technology Services for migration of the City's web pages into
the new CMS. The proposals were evaluated on (1) Vendor's proposed pricing; (2) Vendor's ability to
perform within the designated City schedule; and (3) Vendor's knowledge of the City's system, software,
and project management requirements. After evaluation, it was determined that Comsys would provide the
best solution for the City.
The utilization of Comsys consultants will provide resources necessary to migrate approximately 21,000
pages of content to the new Content Management System (CMS) within the next 13 weeks. The anticipated
launch date for CMS is September 29, 2006.
Comsys Services, LLC is designated as a Catalog Information System Vendor (CISV) by the State of
Texas. Under section 271.083 of the Texas Local Government Code, a local government satisfies
otherwise applicable bidding requirements when it makes a purchase through Texas Building and
Procurement Commission catalog purchasing procedure. The City will comply with that procedure for the
purchase agreement authorized under this Mayor and Council Communication.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Information Systems Fund.
BQN\06-0124\bdh
TO Fund/Account/Centers FROM Fund/Account/Centers
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/8/2006
Page 2 of 2
P168 539120 0041000 $525,000.00
Submitted for City Manager's Office by: Richard Zavala (Acting) (6222)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
Pete Anderson (8781)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/8/2006