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HomeMy WebLinkAboutContract 37001CITY SECRETARY NO, 00 THIS PROFESSIONAL SERVICES AGREEMENT (Agreement) is made and entered into by and between the City of Fort Worth, TX (hereinafter referred to as "Client, Customer or City"), with principle offices at 1000 Throckmorton Street, Fort Worth, Texas 76102, and The Computer Solution Company of Virginia, Inc. with offices at 1525 Huguenot Road, Midlothian, Virginia 23113-24261 a Virginia corporation (hereinafter referred to as "TCSC or Consultant"), collectively referred to as the "parties." 1. Contract Documents The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work, and each agreed upon Statement of Work thereafter 3. Exhibit B — Project Deliverables 4. Exhibit C — Pricing Schedule 5. Exhibit D — Limited Access Agreement 6. Exhibit E — Maintenance and Support Agreement 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. 2. Scope of Services. TCSC will provide services fora LIMS System for the Fort Worth Crime Lab as fully described in Exhibit A, the Statement of Work (SOW). TCSC agrees to provide the Customer with consulting and related services as described in such authorized Statements of Work as are executed from time to time by both parties to this Agreement. Each SOW shall be consecutively numbered as Exhibit A-1, A-21 A-3 and so on, and attached hereto and made a part of this Agreement for all purposes. Such services shall be provided in accordance with the provisions of this Agreement and applicable SOW's and will be on a time and materials basis or as specified in the applicable SOW. Each SOW will contain a description of the tasks to be performed by TCSC, the deliverables and documentation to be produced by TCSC, acceptance criteria for each deliverable, a schedule of performance, and a statement of TCSC's then current rates, if applicable. 3. Company Personnel a. Company Contact TCSC will appoint for each SOW a qualified member of its staff to act as project manager (the "TCSC Contact"), whose duties shall be to act as liaison between the City and TCSC. b. Company Staff TCSC will provide adequate staff to complete the services specified in the SOW within the time frame set forth. Customer shall have the right to evaluate all TCSC personnel assigned to perform services under any SOW and to accept or reject any individual(s). In the event that any TCSC employee is found to be unacceptable to Customer, Customer shall notify TCSC of such fact and TCSC shall immediately remove said employee and, if requested by Customer, provide a replacement acceptable to Customer, within five (5) days of said notice. Customer may elect not to request a replacement, and, in that event Customer may terminate the applicable SOW, without further liability of a mind; upon written notice to TCSC. Customer is sole judge as to satisfactory pert r6, , e ;and F.J capability. TCSC agrees to ensure the continuity of TCSC employees asp! ed�fe,�; Professional Services Agreement ? r City of Fort Worth The Computer Solution Company Page 1 of 30 Upon a request for a Change, TCSC shall submit the Change on its standard Change Request Form describing the Change, including the impact of the Change on the Project schedule, fees and expenses. The Change Management Process that will be employed is defined below. Both parties agree to follow this process and to use the Project Change Request Form. • Identify and document • Assess impact and prioritize • Estimate required effort • Approve / disapprove • Assign responsibility • Monitor and report progress • Communicate change resolution. Within three days of receipt of the proposed Change Request, Customer shall either indicate acceptance of the proposed Change by signing the Change Request Form or advise TCSC not to perform the Change, in which event TCSC shall proceed only with the original services. In the absence of either, TCSC will not perform the proposed Change. f. Progress Meetings TCSC will conduct regularly scheduled status meetings with Customer Contact in order to review the status of TCSC activities. TCSC shall submit regularly scheduled status reports to the Customer Contact under each active SOW. 6. Payment Schedule In consideration of the services to be performed, TCSC shall be entitled to compensation not to exceed the total contract amount of $78,740.00. All payments shall be made upon completion of the services in accordance with the payment schedule set forth below and the Pricing Schedule, which is attached hereto as Exhibit "C" and incorporated herein by reference. The payment schedule is as follows: • Phase I: $11,775.00 Of the total amount due upon execution of this Agreement. Fifteen percent 15% • Phase II: $23,550,00 Of the total amount due after completion of the Development Thirty percent (30%) phase of Forensic Advantage ( functional test environment) • Phase III: $23,550,00 Of the total amount due after completion of the Deploy / Thirty percent (30%) Training phase of Forensic Advantage (production environment in place with customizations, worksheets, reports) • Phase IV: $19,625900 Of the total amount due 90 days after Go Live (Forensic Twenty-five percent Advantage in production at the City 's Crime Lab) 25% • Phase V: $240600 Due 90 days after Go Live (Forensic Advantage in Flat Fee for Topaz production at the City's Crime Lab) Capture Pad No payment shall be made until the corresponding Phase of the payment schedule set forth above has been completed to the City's satisfaction. 7. Additional Work. The fees and charges for any follow-on or additional work not described in Exhibit "A" shall be performed at TCSC's current hourly rates. -- - ._ __ Professional Services Agreement City of Fort Worth The Computer Solution Company Page 3 of 30 b. Acceptance Testing Acceptance testing for any deliverable shall commence within ten (10) working days of the date on which TCSC notifies city contact that the deliverable has been satisfactorily completed, in TCSC Is opinion, and is ready for acceptance testing by the city. Acceptance testing shall continue for the period of time specified in the acceptance criteria or, if no such time period has been agreed upon by the parties, for a period not to exceed forty five (45) consecutive days (the "Acceptance Period"). In the event that any deliverable does not conform to the Acceptance Criteria within the Acceptance Period described above, the city will give TCSC written notice thereof. The City will cooperate with TCSC in identifying in what respects the deliverable has failed to conform to the Acceptance Criteria. TCSC will promptly correct any deficiencies which prevent such deliverable from conforming to the Acceptance Criteria. Upon completion of the corrective action by TCSC, the acceptance test will be repeated until the deliverable has successfully conformed to the Acceptance Criteria. If the deliverable does not conform to the Acceptance Criteria within sixty (60) days after the end of the initial Acceptance Period described above, Customer may (i) immediately terminate the applicable SOW without further obligation or liability of any kind or (ii) require TCSC to continue to attempt to correct the differences, reserving the right to terminate as aforesaid at any time. When the deliverable has successfully conformed to or satisfied the Acceptance Criteria, the city shall give TCSC written notice thereof. Such notice shall not unreasonably be delayed or withheld. 13. Indemnity /Liability TCSC agrees to defend at its own cost and expense any claim or action against Customer for infringement of any patent, copyright or other property right (including, but not limited to, misappropriation of trade secrets) based on any software, program, service and/or other materials furnished to Customer by TCSC pursuant to the terms A this Agreement or the use thereof by Customer. TCSC further agrees to indemnify and hold Customer harmless from and against any and all liabilities, losses and expenses associated with any such action. TCSC agrees, should Customer's use of any service, program, and/or other material furnished to Customer by TCSC be enjoined by any court, to promptly obtain, at no expense to Customer, the right to continue to use the items so enjoined or, at no expense to Customer, provide Customer promptly with substitute items that are functionally equivalent to the enjoined products. TCSC further agrees to be liable for any and all damages or loss to property, personal injury, including death, and shall indemnify and hold Customer harmless against any liability or expense due to such claims arising out of or in connection with the furnishing, performance or use of the services or materials provided hereunder. TCSC and Customer agree that, except for damages for personal injury or death, TCSC's total liability in regard to this Agreement is limited to the total amount of the contract. 14. Insurance TCSC shall provide Client with certificates) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: (a) Commercial General Liability - $1,000,000 Each Occurrence / $2,000,000 aggregate (b) Automobile Liability - $1,000,000 Each accident on a combined single limit basis Or $250,000 Bodily injury per person / $500,000 Bodily injury per occurrence / $100,000 Property damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, or representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned Professional Services Agreement City of Fort Worth The Computer Solution Company Page 5 of 30 control by reason of TCSC's services hereunder and that upon termination of this Agreement, TCSC will turn over to Customer all documents, papers and other materials in TCSC's possession or under TCSC's control that contain or relate to such Confidential Information. b. Injunctive Relief TCSC acknowledges that disclosure of Confidential Information by TCSC will give rise to irreparable injury to Customer or the owner of such information, inadequately compensable in damages. Accordingly, Customer or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. TCSC acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests of Customer and are reasonable in scope and content. c. Proprietary Rights The above prohibition as to publication and disclosure of Confidential Information shall not restrict TCSC in the exercise of its technical skill, providing that the exercise of such skill does not involve the disclosure to others of Confidential Information. All software deliverables developed by TCSC and provided to Customer remain the property of TCSC insofar as the right of utilization or resale and the Customer acknowledges that the license to use such products, whether of standard form or custom designed and developed under this Agreement or one or more SOWS are hereby non -exclusively delivered to Customer for use consistent with its purposes under this Agreement. TCSC nevertheless reserves the right of resale, amendment and modification of such software for general delivery to its diverse customers from time to time. TCSC reserves all proprietary rights in and to such software for purposes of sale and resale. 16. Warranties a. Employees. TCSC warrants that each of its employees assigned to perform services under any SOW shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be performed in accordance with the applicable SOW. b. Software. TCSC hereby grants Customer anon -exclusive license to use all products developed under this Agreement. TCSC warrants that each and every deliverable, including software deliverables, contemplated by a SOW shall conform to the specifications for same as mutually agreed to in writing by Customer and TCSC for (120) days from (i) the date Customer notifies TCSC of Customer acceptance of a software deliverable or (ii) the completion date of any SOW. TCSC will furnish such materials and services as shall be necessary to correct any defects in the operation of the version of the software deliverable or other products in Customer's possession and to maintain them in good working order in accordance with the specifications for same. TCSC further warrants that it owns, or has obtained the license for use of the software contemplated herein, whether in standard form or custom designed, and that it has the full authority to grant such rights of use to the City of all applicable software necessary for the completion of services under this Agreement. TCSC also warrants Forensic Advantage against deficiencies in functionality (as defined in system design and application documentation), defects in operation (industry standards) and deficiencies in meeting the performance criteria specified herein (contract terms). This warranty will begin on the date that Fort Worth._,_._ completes system testing and places the solution into production. The initia),Yvarranty R Professional Services Agreement j ;N �' City of Fort Worth �� c ��''��' VSIIL`tiz 41 eComputer Solution Company Pa ge 7 Fort Worth Crime Lab The Computer Solution Company 350 W. Belknap Street 1525 Huguenot Road Fort Worth, TX 76102 Midlothian, VA 23113 Attn: Tom Stimpson, Forensics Division Manager, Crime Lab Attn: David Romig II, President 22. Governing Law This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Texas as they apply to a contract executed, delivered, and performed solely in such State. 23. Modifications No modification, amendment, supplement to or waiver of this Agreement or any SOW hereunder, or any of their provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties. 24. Waiver A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. 25. Complete Agreement This Agreement and each SOW attached hereto sets forth the entire understanding of the parties as to the subject matter herein and may not be modified except in writing executed by both parties. 26. Severability In the event any one or more of the provisions of this Agreement or of any SOW is found to be invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired. 27. Non -Solicitation of Employees Unless otherwise mutually agreed to by the parties in writing, TCSC and Customer agree not to hire or to solicit the employment of any personnel of the other party directly or indirectly associated with any work effort under this Agreement or any SOW during the term of this Agreement for a period of twelve (12) consecutive months following termination of this Agreement. 28. Compliance with Ordinances, Laws, Rules and Regulations TCSC agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies TCSC of any violation of such laws, ordinances, rules or regulations, TCSC shall immediately desist from and correct the violation. 29. Network Access All new network connection requests between third parties and the City require that the parties agree to be bound by the City's third party connection policy. This agreement is attached hereto and incorporated as Exhibit "D," and outlines the scope of access of all third parties, including TCSC and any subcontractors, to the City's network, f' 1:.-jJh'. J Professional Services Agreement ti City of Fort Worth `no i The Computer Solution Company Page 9 of 30 — -- IN WITNESS WHEREOF, the parties hereto, each apting under due and pSoper authority, have executed this Agreement on this the day of 2006 TCSC0 Customer: Professional Services Agreement City of Fort Worth The Computer Solution Company Page 11 of 30 The Computer Solution Company, Inc., A Virginia corporation, ` _S. �AP . Date reaideTt Attest: Joe ager ATTEST: TEXAS Marty Hen Irlix Date City Secretary Contra Authorization M&C Date Approved: ' b� APPROVED TO FORM AND LEGALITY: Assistant City Attorney Date ,,dam tiU•. Hardware Design -servers TCSC will review specifications provided by the city for its hardware that will serve as the database, application and portal web servers. Specifications that will need to be approved include but are not limited to, hard drive space, memory requirements, processor speed and any other specifications required by the Forensic Advantage product. TCSC will also review data storage capabilities to ensure the city has ample storage for the initial database. TCSC will make any recommended changes based on the specifications defined by TCSC in the RFP. If any changes are recommended, the city will make every effort to follow these specifications. Hardware Design- Desktops Further hardware requirements include the approval of our desktop environment. TCSC has already provided their minimum standards in the RFP and will need to approve the city's existing technology for desktops. Hardware Design -Signature Capture Pads TCSC will also approve and provide a design configuration of how the signature capture pads will integrate with Forensic Advantage, Hardware- Network communication Layer TCSC will review the city's network communication layer and provide input on any restraints that may be experienced due to the city's infrastructure behind the servers and databases. TCSC can simply provide their expertise during the design phase while consulting with the city project manager/project sponsor. Software Design TCSC will recommend and provide written specifications for all software related to the implementation of Forensic Advantage. This includes, but is not limited to, the following components: Server Components: MS Windows Server 2003 MS SQL Server 2005 MS .NET Framework v2.0 IIS Active Directory Sharepoint Services Sharepoint Portal Server Client Components: Windows XP Professional SP2 MS .NET Framework v2.0 MS Office 2003 TCSC's Forensic Advantage (incl DevEx, LEAD Tools, and ApexSQL log) Microsoft InfoPath 2003 Microsoft OneNote 2003 Microsoft Word 2003 (XML link) Microsoft Outlook 2003 Based on the requirements listed in the RFP, the city will adhere to the best of their ability to TCSC's recommendations. Professional Services Agreement City of Fort Worth The Computer Solution Company Page 13 of 30 An example would be to customize the Investigating agency and Lab fields in the case submission Entry. General Officers j Details �� Parties of Interest [� Evidence �! Extended �LRFLE i ____ Initial Information - - - - - FS Lab #: i Lab: Central Laboratory +: Submission Type: Forensic Examination VF Investigating Agency: i29th Circuit Narc Task For j P O Box 1600, Grundy _ _ � ORL '6065 + Agency Case #: Add Multiples Delivery Method: Hand to Hand Transfer + Carrier Package #: ------------ -- Primary Section: Return Method: ,Hand to Hand Transfer _ +, Description __ :_ - Statement of Facts: File Comments: Submission Comments: i 3 Search... Import Clear Submit Cancel The city will also need to have the ability of submissions to be 'pre -logged' by agencies using the secure web site feature of the Extranet module. Worksheets TCSC will work with each section to identify which sheets can be replaced with the pre- built worksheets provided by TCSC and which will need to be imported and customized for the crime lab. It is the City's intent to be open to considering changing our business processes so that City can take advantage of the default worksheets. The City would like to review the worksheets created by Michigan, Colorado and others for possible assimilation into the City's crime lab system. Reports Internal Reports- Lab, DA's, Statistical reports, Detectives, Performance Reporting, Tracking External Reports- Agencies 4 V: Professional Services Agreement City of Fort Worth The Computer Solution Company Page 15 of 30 DeploVi I raining Phase Before GO -LIVE, TCSC will prepare the production environment with a refresh of the test database or a completely new installation, whichever is feasible. All worksheets, reports and customizations will be fully loaded. The following modules will also be implemented. Transfers and Chain of Custody TCSC will demonstrate the workflow process for the chain of custody amongst the lab personnel and offer their guidance to facilitate this process with other departments such as the Property Room and crime scene analysts. f ll .�� lEll Ell OK � �C.rbdle5vehry f5labr . e,p E ¢..: k.. kpry Risay Seeb. Fie SJrii�BR �IQ 1 ;;TUC .3'a :eD: £ S ma F tr' F tl „n Saga �111 P - I rad } TCSC Pd_ Da+T �JLdbvaiEll- - :]Brie: - _ate.. Svl:u:aw 1_ .s. ir.n �11-�E-�S�Ifs��•'/pi�W�a��p��;: De:a4m+ Y Str4tartlm _ _ ot o- � DEEP iE i uM. IlrnF EtiYrceSMu E SdaN SiGHre _Ddrvf r- _.. .- _ _. .. .. ..... -_ .. -- -- l:wdw Twa Iwefw Dwe (VI/d$ _.'yl _--5bey$ebm Dw: _ w.[I Taatlwlm; �O@lilH � Sb /wx... �i)yR3idao'aa5tr _�-: TeEsygaa IHm Sr Sbplufm i v ' islai ICweY4cvwoy - r.swv. ;u+a `Cam Nem::q lealic7 �' fleid nn LLwl ' < TCSC will educate City staff and ensure the transfer of evidence process works for the crime lab sections especially for intra-departmental transfers. .ViEvIdence Details; C05142 CI fls ' Edx View Acgais Help 5.ave and dose p Decals CFuin of Custody;; Transfer Date - Summary Submission l3: 1 _ - - 18/1/2005 R.12 AM 'Placed in storage at Drug Administrative Storage - Drugs by Nixon, Sam at Central Laboratory -Drugs 110/12/2005 $13AM iRemoved lrom Storage at Drug Administrative Storage Drugs by Norm Sam at Central Laboratory :Drugs 110/12/2005 R13AM Hand to hand transfer from Nixon, Sam at Central Laboratory - Drugs to Deluder, Andrew J. at Central ;Laboratory - Fuel Placed in storage at Firearms Administrative Storage - Firearms by Delwder, Andrew J. at Central ,l0/w2005613AM. ;Laboratory -Firearms 10/12/2005815AM :Removed from Storage at Firearms Administrative Storage - Firearms by Detwiler, Andrew J. at Central _F'vearms_--------.__.....--------...._.,_.. _..- ------- ---------- ---------...... _i ------;'Laboratory 10/12/2005 S15AM (Retuned to Officer Keler, Karen at TCSC - Ricinmond Retuned by Detvailei, Andrew J. at Central Laboralay Foealms: Return method Hand to Hand_ Transfer.____ _. 1 R I Professional Services Agreement City of Fort Worth The Computer Solution Company Page 17 of 30 Management Reporting TCSC will assist the City in the population of personalized reports in Forensic Advantage using SQL Server Reporting Services. SQL Server Reporting Services ome I My Subsr_ripkions I Site Settin[�s I He1n - Home > Search for: Forensic Advantage = Administrative ca�te�ts"; rr Show Details ;tafis irs,(�Deta�� ( _Expr71 l:c?.rpp�e ttol�..laminer Deta,ll 4e}�art ;� f3acklcgStatistics(Surnmary� Court Statistics._.A:nalysLs Court Statistics Sumrnary D aily Submission Log _] Drug Examination Report Dru Examiner Case Detail __,_g_______�_:_'ase Report Drug Examiner Detail Repor Drug Laboratory St%8tistics Err l :)—_.g_,?hotat�r'1-Statistjc,.;+kg e. PaaeN DUI Month by i:lonth Summary Report DUI Surnrn_3ry_k@pert Exam r„r�rtrplenpn Ex. ... r._Cz D.eta�r Report Administration Module [j Exam Completion Peport [j Individual Worklcad [j Individual Workload Surnmary ]r'Idividua) Wv.rklyad„urnn_ary_ Ldfi Individual 'Norkload Surnmary by Lab at -it: _ �= lndividr:i?! workload Surtmary by Section C3 Inventory Administrator (� Irnrentory Administrator By Agency Name [j TIlvpntrr`,r Administrator tJith.,Fxai i Rifled Eirearrn Trigger Pull [j Section to?orklaad �ummary P,y Lan ("'J S�atJ�tri F.;.Gearni._I.I.2rJ.ger.P_g� U ubmis=,ion Case Surnmary - k1ork,loari_SurnnlaLvS_by_Lab [7 orldoad Summa: by Section [] Workload SnmtngEy h:�, Section and Laos• TCSC will work with the crime lab staff to determine different levels of security based on the role of the staff member. Within the Admin module is a collection of tables, organized into categories in the Navigation Window, which extend the administrator's capabilities to configure and control variables within the system. Calendar iti ;� Cases and Evidence t L_:] Reference L brary rl Result Datasets +r LA Testimony +< C, General C l-A Lookup Table Mministration Admin Category Admin Table Icon Professional Services Agreement City of Fort Worth The Computer Solution Company Page 19 of 30 Acfive Firearms I Reference Library i Result Datasets 'Calendar Lookup Table Administration [�] General Q IGtTr-ckina ❑ AdminCatagory Admirstr_ w H r, sL�IL'-d1� Advanced Training 7 crime lab analysts will attend the 1 day course that includes instruction on the following: • Workload Management and Case Assignment • Evidence Reconciliation • Inventory Module • Quality Assurance • Management Reports Administrator Training 3 City of Fort Worth employees will attend the 3 day course that includes instruction on the following: • Client and Database Management • Worksheet Design • Analyst Report Design • Management Report Design • Instrument Integration • NFLIS & Data Exports • Maintenance & Support Procedures Project Completion TCSC will provide lessons learned documentation and a support plan that outlines the process for ongoing support and assistance. TCSC will also leave the city with an engagement summary, system documentation including training materials, administrator and user guides. Professional Services Agreement City of Fort Worth The Computer Solution Company Page 21 of 30 Evidence Analysis Ability to document description of Evidence Packaging Ability to create an evidence transmittal form Ability to document evidence items Ability to barcode evidence and packaging Ability to identify Location of evidence in crime alb Ability to review digitized images that are stored Ability to handle evidence transfers-intra, inter departmental Ability to document final disposition of evidence -hazardous, property room, agency or consumed Ability to have Customized analyses forms Ability to break down analysis by units- Chemistry, latent prints, firearms Ability to cross reference appropriate SOP's Ability to generate sub items (subevidence) Ability to barcode sub items (subevidence) Ability to set user level security on worknotes Ability to track outsourced analysis (outside agencies) Ability to have audit trail for chain of custody Field to denote evidence is "consumed" Field to denote CODIS info Field to denote AFIS Information Field referencing affidavit Email capability to Narcotics Division Ability to attach invoice for services rendered Quality Requirements Ability to create Qualification sheets Ability to create amendments to QM, Policies and SOPS Ability to Archive )A/QC Ability to have audit trail Ability to capture training records Ability to track Professional development Ability to do proficiency testing Ability to document Corrective Action History Ability to cross reference appropriate SOP's Computing Interfaces Ability to be configured, ghosted Compatible with IE 5.5, 6.0 and 7.0 Functional under 1 gig memory requirements on the desktop Ability to be Browser -Based Ability to scan in Analyst Notes Ability to scan or import Manufacturer specs for instance on bullets Ability to barcode and support 5 barcode readers Ability to store digitized images in numerous formats-jpeg, bmp, tiff Ability to take import word document into LIMS Ability to have field notating Notarization Ability to query on cases to get a particular type of report Ability to attach external documents to case- pdfs, pics, reports, word docs, worksheets from sections Ability to provide audit trail or reviewer history/routing Ability in audit trail or routing to track time on activities other than the lab- i.e. court time Ability to report on compatibility with NFLIS database Ability to export to word document, pdf or html format Ability to FAX from the application Ability to Print from the application ,;, oik /^ Professional Services Agreement City of Fort Worth The Computer Solution Company Page 23 of 30 4 EXHIBIT C PRICING SCHEDULE Cost of Software and Services Total: $78,740.00 Software: $45,000.00 Base COTS Solution Server License Base COTS Client Licenses (20) $25,000.00 $20,000.00 Professional Services $30,000.00 Hardware $240.00 Topaz Signature Gem U5 Capture Pad Initial Year Maintenance $3,500.00 Professional Services Agreement City of Fort Worth The Computer Solution Company Page 25 of 30 3. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONSULTANT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONSULTANT'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFORE, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONSULTANT, AT CONSULTANT'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 4. AGREEMENT CUMULATIVE. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Consultant. 5. ENTIRE AGREEMENT. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Consultant. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Consultant as to the matters contained herein regarding Consultant's access to and use of the City's Network. The signature below of an authorized representative acknowledges that the Consultant has read this Agreement and agrees to be bound by terms and conditions set forth herein. 6. CONFIDENTIAL INFORMATION. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant further agrees that it 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. Professional Services Agreement City of Fort Worth The Computer Solution Company Page 27 of 30 EXHIBIT "D-1" EXTRANET STANDARD Overview The purpose of this standard is to establish the requirements under which third party organizations may connect to the City of Fort Worth networks for the purpose of transacting City business. The standards listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy, Scope Connections between third parties that require access to non-public City of Fort Worth resources fall under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or Virtual Privacy Network (VPN) technology is used for the connection. Connectivity to third parties such as the Internet Service Providers (ISPs) that provide Internet access for the City of Fort Worth or to the Public Switched Telephone Network do not fall under this standard. Standard Security Review All new extranet connectivity will go through a security review with the Information Security department (IT Solutions). The reviews are to ensure that all access matches the business requirements in a best possible way, and that the principle of least access is followed. Third Party Connection Agreement All new connection requests between third parties and the City of Fort Worth require that the third party and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement must be signed by the Director of the sponsoring organization as well as a representative from the third party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on file with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be kept on file with IT Solutions. Business Case All production extranet connections must be accompanied by a valid business juscation, in writing, that is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions. Typically this function is handled as part of a third party agreement. The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT Solutions must be informed promptly. Professional Services Agreement City of Fort Worth The Computer Solution Company Page 29 of 30 EXHIBIT E SOFTWARE MAINTENANCE AGREEMENT THIS SOFTWARE MAINTENANCE AGREEMENT ("Agreement") is made and entered into this day of March 1008, by and between, City of Fort Worth, Texas, with offices at 1000 Throckmorton Street, Fort Worth, Texas 76102 (hereinafter referred to as "Licensee" or "Customer") and The Computer Solution Company of Virginia, Inc. with offices at 1525 Huguenot Road, Midlothian, Virginia 23113w2426, a Virginia corporation (hereinafter referred to as 41 "Company"). Company and Licensee are collectively referred to herein as the Parties. WHEREAS, Company desires to sell certain software maintenance services for software purchased by Licensee, and Licensee desires to purchase from Company certain maintenance services; NOW THEREFORE, in consideration of the promises, mutual covenants and agreements set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: Definitions "Licensed Software" shall mean the software products acquired by Licensee from Company and as specified in applicable License Agreements and Software Schedule(s). Documentation shall mean any and all written or published manual and specifications, instructions or other writings related to Licensed Software. Documentation does not include program or source code listings. 11Confirmed Software Errors" shall mean a failure of Licensed Software to substantially perform as specified in the Documentation, or errors in the Documentation, any of which are determined by Company and/or Licensee to exist. Confirmed d Software Errors must be repeatable at Company's offices. 16Delivery" shall mean physical delivery of substantially all Licensed Software media to Licensee's premises. "Thir&Party Software" means software packages owned by persons or entities other than Company. Updates shall mean revisions to the Licensed Software. Updates shall not include new programs/modules marketed separately by Company. Any and all software Updates provided to Licensee shall be deemed Licensed Software as defined herein. The newest Update is the Current Version; all other versions are Prior Versions. Term and Termination The term of this Agreement shall commence on the effective date specified in the Maintenance Schedule, attached hereto and shall expire one (1) year thereafter. The support fees specified in the Maintenance Schedule shall only apply during the term of this Agreement, and thereafter such fees shall be subject to change in accordance with Company's then -applicable maintenance fee schedule. This Agreement may be renewed at the option of Licensee For up to three one-year periods. Company shall not increase fees for maintenance by more than 5% of the previous year's maintenance fee in any renewal period. Fees The fee to be paid by Licensee to Company for the term of this Agreement is specified in the Maintenance Schedule. Payment of said fee is a condition precedent to Company's obligations under this Agreement. All fees are due and payable prior to the commencement of the term set forth on the Maintenance Schedule. Should the fees not be paid prior to the commencement of the term, Company may either charge Licensee a reinstatement fee or cancel this Agreement. Company Responsibilities During the term of this Agreement, and any renewal term thereafter, and provided that Company's maintenance fees are current and paid in accordance with this Agreement, Company agrees to provide Licensee with support as follows: Telephone Support. Company shall provide telephone support from 8:OOAM to S:OOPM, Eastern Time, Monday through Friday, excluding national holidays. If a support person is not immediately available, one will be assigned and a call back initiated within our (4) business hours. Licensee shall insure that only personnel trained in operation and use of Licensed Software will contact Company for this telephone support. Only calls placed through Company's customer support lines listed on the Maintenance Schedule are subject- tp'�e response times set forth above. Non -response. If Licensee does not receive communication from Company, for whatever reason (i.e. pho system problems, support overloads, incorrect customer phone numbers) within the above timeframes, Livens shall use the emergency phone numbers listed on the Maintenance Schedule. Assignments Neither this Agreement nor any of the rights or obligations hereunder may be assigned by Licensee without the prior written consent of Company, or by Company without the prior written consent of Licensee. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and no other person shall have any right, benefit or obligation hereunder. Entire Agreement This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect thereto. No supplement, amendment, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver, unless otherwise expressly provided. Waiver The waiver or failure of either party to exercise in any respect rights provided for in this Agreement shall not be deemed a waiver of any further right hereunder. Severability If any term, provision, condition or covenant of the Agreement is held to be invalid, void or unenforceable under any applicable statute or rule of law, the rest of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Governing Law The validity, interpretation, and performance of this Agreement shall be controlled and construed under the laws of the state of Texas. Force Majeure Neither party shall be responsible for a failure to fulfill its obligations hereunder as a result of natural disaster, war, riot or insurrection, strikes or other causes beyond its control. Counterparts This Agreement maybe executed in any number of identical counterparts, each of which shall be deemed a dupIicate original thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth opposite their name below. The City c Customer: By: L Title: A G c Date: The Computer Solution Company, Inc. Date: /�yec& 1'•�, ���' tL�'�D - -- page 3.—._.