HomeMy WebLinkAboutContract 36829 `r SECRETARY
01VTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into by
and between the CITY OF FORT WORTH (the "City" or "Customer"), a home rule municipal
corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through
Joe Paniagua, its duly authorized First Assistant City Manager, and ORION COMMUNICATIONS, INC.
("Orion" or "Consultant'), a Texas corporation acting by and through Leslie Delatte, its duly authorized
president.
CONTRACT DOCUMENTS:
This Agreement shall be made of the following documents, all of which are attached hereto, incorporated
herein, and made a part of this Agreement for all purposes:
1) This Professional Services Agreement
2) Exhibit A-Statement of Work
3) Exhibit B - Payment Schedule
4) Exhibit C- End User License Agreement
5) Exhibit D- Maintenance Agreement
6) Exhibit E -Limited Access Agreement
The order of precedence shall be (i) the Professional Services Agreement (ii) End User License
Agreement (iii) Maintenance Agreement (iv) Limited Access Agreement. In the event of conflict between
the documents, the Professional Services Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of implementing additional Computer Aided Dispatch software systems. Attached hereto and
incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more
specifically describing the services to be provided hereunder.
2. TERM.
This Agreement shall commence upon the last date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of
all services contemplated herein, unless terminated earlier in accordance with the provisions of this
Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $217,193 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit"B," which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional-expens sultant not specified by this Agreement
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Professional Services Agreement
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Page 1 of 31 �Lr q9
03-20-0 8 A 1 0: 22 IN
unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the
portions of the payments herein agreed upon for which funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the completion of all services
contemplated herein, the City shall pay Consultant for services actually rendered up to the
effective date of termination and Consultant shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of
termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City. Consultant shall store and maintain City Information in a secure manner and shall
not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the consultant involving transactions relating to this Contract
at no additional cost to the City. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. The City shall
give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision �.
Professional Services Agreement —,A)�10
Orion Communications,Inc.
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to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after
final payment of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of such subcontractor involving transactions
related to the subcontract, and further that City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable
notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee
of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Consultant shall have the exclusive right to control the details of its operations and activities and be
solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors
and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply
as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENC ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If
the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the—
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. .w �
Professional Services Agreement
Orion Communications, Inc. y7
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The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) 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:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 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 person per occurrence
$100,000 Property Damage
Coverage shall be on any vehicle used by the Consultant, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease- per each employee
$500,000 Disease- policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et
seq. Tex. Rev. Civ. Stat.)and minimum policy limits for Employers' Liability of$100,000
each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
(d) Technology Liability(Errors& Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the
Commercial General Liability(CGL) policy, or a separate policy specific to
Professional Services Agreement
Orion Communications,Ina
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Page 4 of 31
Technology E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two(2)years following completion of services
provided. An annual certificate of insurance shall be submitted to the City to
evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant proceeding with any
work pursuant to this Agreement. All policies shall be endorsed to name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agent, and volunteers in respect to the contracted
services. Any failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement. A minimum of thirty (30)
days notice of cancellation or reduction in limits of coverage shall be provided to the
City. Ten (10) days notice shall be acceptable in the event of non-payment of premium.
Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent
to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To The CITY: To CONSULTANT:
City of Fort Worth/IT Solutions Orion Communications, Inc.
1000 Throckmorton 8235 Douglas Avenue Suite 410
Fort Worth TX 76102-6311 Dallas TX 75225
Professional Services Agreement �.
Orion Communications,Inc. - -
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Facsimile: (817) 392-8654 Facsimile: (214) 234-0790
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District
Court for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
Professional Services Agreement
Orion Communications,Inc. i 1
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21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement
Orion Communications,Inc.
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IN WITNESS WHEREOF, ,the parties hereto have executed this Agreement in multiples thisab- t-`day
of MZh t�,- , 200
CITY OF FORT WORTH: ORION COMMUNICATIONS INC.:
By: By:
Joe ani g Leslie DeLatte
First Assistant Cit Manager President
Date: -.,It y fo Date: 3Z'�
ATTEST:
ATTEST:
By:I)L By:
Marty Hendri
City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:
Maleshia'B. Farmer
Assistant City Attorney
M&C: 0 a a �-or Oi
�o
Date Approved: `'
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Professional Services Agreement J 2�^
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EXHIBIT A
STATEMENT OF WORK
The purpose of this document is to provide the detailed Scope of Work as required by RFP 07-0204 for
the City of Fort Work for Computer Aided Dispatch Add On Modules the RFO DIR-SDD-TMP-104
response provided by Orion Communications, Inc.
Orion Communications, Inc. (Orion) agrees to comply with the requirements of RFP 07-0204 as
described in the following sections and terms of the provided documentation:
• Section 1 —General Provisions—Orion Comply
• Section 2 —Standard Terms and Conditions—Orion Comply
• Section 3—CAD Add-on Modules—Orion Comply
Orion understands the City of Fort Worth is requesting software and services that meet specific Fort
Worth business practices and can fully integrate with the existing and future City of Fort Worth
Infrastructure. The specific services will comprise of Add-On CAD Modules that provide:
• Full Service Auto Pound Management
• Alarm Permit Management Module
Orion will be providing modules from Orion's Patent Pending AgencyWebTM solution to fulfill the
following requirements:
• Full Service Auto Pound Management
• Alarm Permit Management Module
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City of Fort Worth/Orion Communications
Alarm Permit and Impound Manager Implementation Information
The Agency Web products covered on the Orion Implementation Section include:
• Impound Manager and Dispatch Tow Modules
• Alarm Permit Management Module
• CAD Integration Module
• Reporting Services Integration
• AgencyWeb Installation Services
• AgencyWeb Training Services
Web Technology
All Orion products leverage Microsoft .NET technology and Microsoft SQL database services All Orion
products are 100%web based solutions. The only requirement for access is Internet Explorer version
5.5+.
Web Services
All web services utilize Microsoft.Net standards using SOAP.
Infrastructure
The City of Fort Worth is responsible for the infrastructure that will host the Orion applications. The
following are the hardware requirements provided to the City of Fort Worth by Orion Communications.
Orion applications support a virtual server infrastructure.
Hardware Requirements
The following represents a server configuration for an application server and a SQL server to operate
Orion's AgencyWeb solution:
• Impound and Dispatch Tow Manager
• Alarm Permit Management
• Accident Reports
• CAD Integration
Application Server
• Dell PowerEdge 2950
• Dual Core Intel®Xeon®5050, 2x2MB Cache, 3.00GHz, 667MHz FSB
• 2GB 667MHz(4512MB), Single Ranked DIMMs
• Windows Server®2003 R2, Standard Edition with SP2
• 1x4 Backplane for 3.5-inch Hard Drives
• 5/i, x4 Backplane, Integrated Controller Card
• Primary HD: 160GB, SATA, 3.5-inch, 7.2K RPM Hard Drive
• Secondary HD: 160GB, SATA, 3.5-inch, 7.2K RPM Hard Drive
• 8X DVD-ROM
• Redundant Power Supply with Dual Cords
• Dual Embedded Broadcom® NetXtreme II 5708 Gigabit Ethernet NIC
Standalone SQL Server "
• Dell PowerEdge 2950 �
t
• Dual Core Intel®Xeon®5050, 2x2MB Cache, 3.00GHz, 667MHz FSB
City of Fort Worth/Orion Communications
• 2GB 667MHz(4x512MB), Single Ranked DIMMs
• Windows Server®2003 R2, Standard Edition with SP2
• Microsoft®SQL Server TM 2005 Standard (1 Socket),
• 1x4 Backplane for 3.5-inch Hard Drives
• 5/i, x4 Backplane, Integrated Controller Card
• Primary HD: 160GB, SATA, 3.5-inch, 7.21K RPM Hard Drive
• Secondary HD: 160GB, SATA, 3.5-inch, 7.21K RPM Hard Drive
• 8X DVD-ROM
• Redundant Power Supply with Dual Cords
• Dual Embedded Broadcom® NetXtreme II 5708 Gigabit Ethernet NIC
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City of fort Worth/Orion Communications
Project Management
The deployment phase begins on the date of a signed contract and receipt of a purchase order.
The following is representative of key milestones associated with the project plan:
Task Name Payment Amount Signoff Document
Milestone
Project Kick off Milestone 1 25% of Project Kick-off
March 17, 2008 $217,193 Document
Interviews and
Documentation of Policy
Settings
Core Application and Milestone 2: 50% of Certificate of
Database Installation April 7, 2007 $217,193 Installation of Core
Software and
Database
System Loading Plan
System Loading and CAD
Integration
Orion System Testing
Customer System Testing 15% of Application
Milestone 3: $217,193 Acceptance
April 28, 2008 Document
Training
System Cutover to Live Milestone 4 10% of Operational
May 18, 2008 $217,193 Production Document
Within five(5)working days of the Project Kick-off, Orion will provide a detailed project plan for review
by the City of Fort Worth. The following list provides a summary of the contents of the project plan:
1. Fort Worth Application Project
2. Project Kickoff
a. Conduct Project Kick off
3. Interviews and Documentation
a. Alarm Permit Document Layouts
b. Alarm Permit CAD Integration
c. Alarm Permit Workflow Process
d. Alarm Permit User Roles
e. Alarm Permit Cashier Processing
f. Dispatch Tow Field Review
g. Dispatch Tow Report Layout
h. Dispatch Tow CAD Integration
i. Impound WorkFlow Process R
j. Impound User Roles
k. Impound Cashier Processing
I. Impound Auction Processing 6 f�vl=!L °�{ID'
m. Impound Field Review 4 �L L
4. Data Integration Interviews and Documentation '! f
a. Alarm Permit CAD Integration
City of Fort Worth/Orion Communications
b. Alarm Permit Historical Data Load
c. Dispatch CAD Integration
d. Tow Report Mobile Setup
5. System Load & Integration Document Definition
a. Customer Review System Load
b. Finalize System Load and Integration Document
6. System Installation
a. Server Setup and Configuration
b. Application Installation
c. Database Installation
d. System Verification Testing
7. Integration with Systems
a. Personnel Data Load
b. CAD Integration
c. Alarm Permit Import
8. Orion Benchmark Testing
a. Test Personnel Data
b. Test System Functionality by Module
c. Test Interfaces
d. Test Reporting Services
9. Customer Testing
a. Test Personnel Data
b. Test System Functionality by Module
c. Test Interfaces
d. Test Reporting Services
e. Test System Backup Restore Procedures
f. Test System Disaster Recovery Procedures
10. Training
a. System Administration Training
b. Master Administration Training
c. Train the Trainer Training
d. User Training
11. System Cutover to Live
Upon completion of the application installation, Orion will provide a Certificate of Installation and a
System Loading Plan. This plan outlines core information that must be entered into the system in order
to initiate Customer data testing. It is the customer's responsibility to input this core data within twenty
(20)days of receiving the Certificate of Installation. For data being entered into the system through
integration and interface methods the Data Integration Documentation will provide details on the
scheduled load and testing process. The training phase begins after the date of the Certificate of
Installation, completion of integration services, and customization and private label deployment.
Customers will have a thirty (30)day test period, as of the Certificate of Installation delivery date, to test
the system for compliance. During the testing period, it is imperative that the key customer contact
provide immediate notice to Orion of any software compliance failure.
Upon receipt of any such notice, Orion will use its best efforts to determine the cause and will resolye:the
issue within a reasonable time period. If the resolution is not completed in a timely manner, the te;sti
period may be extended an additional 10 working days.
Once the solution is completely tested and complies with all specifications outlineidirf-fWspecification
City of Fort Worth/Orion Communications
document, a signed Application Acceptance in required.
Orion warrants that for a period of one(1)year commencing with the AgencyWeb software acceptance
date, the solution will substantially comply with all specifications. During this warranty period, Orion will
provide the support and maintenance services set forth in the Maintenance Agreement. After expiration
of the warranty period, Orion can provide support and maintenance for the software solution system,
based on the terms of the Maintenance Agreement.
Customer Resource Requirements
The following is a summary of the anticipated resource involvement from the City of Fort Worth for
deployment of the application solution described in this section:
Resource Allocations for IT Personnel
The City of Fort Worth will provide authorized IT personnel to provide access to the application and
database servers for Orion personnel. Access will include on site access as required for the successful
deployment, testing, updating, or training activities. Remote access will comprise of secure VPN (virtual
private network) access for authorized Orion installation and testing personnel in order to provide remote
servicing of the account and subsequent warranty and maintenance support. Orion agrees to comply
with the security requirements of the City of Fort Worth standards and procedures.
The following activities will require participation by the City of Fort Worth IT personnel:
• Application and Database Server Installation
• Network Connectivity and Firewall Configuration
• Participation and Implementation of the System Load Process
• Microsoft Reporting Services Setup per Orion's configuration requirements for Reporting Services
• Back-up and Recovery Processing
• System Functionality Training for IT Support Personnel
• System Administration Training
Orion will be responsible for providing the Customer configuration requirements and system settings to
support the operation of Orion's software products.
• Orion will provide the proposed software and associated interface software. Orion will install
software with the cooperation of the Customer technical and functional implementation teams.
➢ Verify server environment
➢ Create databases required for the AgencyWeb application
➢ Install software solution and supporting software on servers
➢ Install interfaces software
➢ Conduct Acceptance Test Plan procedures
➢ Orion will present test results to the Customer in a formal review process
User and System Administrator Documentation
• Orion will deliver User Manuals and System Administrator Manual electronically.
• Customer will provide written acceptance of the functional and administrator documentation.
Customer Configuration
• The Customer will be responsible for system data configuration, including the folio
➢ Population of code tables and employee data required to operate the system U
➢ Creation of user accounts ui4Y.
City of Fort Worth/Orion Communications
➢ Creation of security permission groups
➢ Preparation for Loading of Historical data from existing legacy platforms
• The Customer will complete system configurations prior to the commencement of training.
System Administration Documentation& Training
The following is the documentation that will be provided to the system administrator for the City of Fort
Worth. Orion will review the documentation with the City of Fort Worth assigned system administrator.
Orion will conduct the system installation and provide over the shoulder training and Q&A with the City of
Fort Worth Administrator. At the end of the documentation review, system installation, and over the
shoulder training, Orion will provide to the System administrator a check list to acknowledge completion
of documentation and knowledge transfer.
The documentation provided for system administration includes:
• Windows Component Configuration
• Database Creation Settings
• Orion application installation settings
• Setting Scheduled Tasks
• Configuring JDBC Connections
• Configuring SMTP Connections
• Setting Session Variables
• Setting Logging Settings
• Setting Active Directory Integration
• Creating Install Directory
• Configuration IIS
• Configuring Web Configuration Files
• SQL Integration Services
• SSOS package Installation
Session will include:
• DB creation
• Webpage Files setup
• Application Connectivity
o JDBC connectivity
o SMTP connectivity
o Scheduled tasks
o Set session variables
o Set data sources
o Logging settings
• NT Scheduled tasks
o Web Services
o DTS Services
o Logging
• IIS Setup
o Create website
o Create sub virtual directory
• Conf.cfm file ID
• e-
Web.config file connection string db ;t
• Web.config file for web services connection string tr St
• Location of web services
City of Fort Worth/Orion Communications
o schema
o troubleshooting
• test web service via browser native on remote control box
■ consumer error typical types
• API configuration
• Restore DB
• Web Services Testing
• File Import Testing
• DTS = compiled &edit
o Install new package
• variables= server JP, shared directory
• = list of variables
o Schedule package
• setting to run daily
• SQL scheduler
o Error package = must collect& provide to Orion
o FTP Flow Document
o Error codes
o Data mapping
o Bad data
• Access info
o Package Master List
■ what does
■ files produced
■ files used
■ naming schema
Resource Allocations for Non-IT personnel by Group
The setup of the Orion applications will require participation of Non-IT Subject Matter Experts authorized
to define the settings and workflows for the applications within this scope of work.
Process Engineering and Documentation
• Alarm Permit Application Lead
• Impound Management Application Lead
Testing and Sign-off Processing
• Alarm Permit Application Lead
• Impound Management Application Lead
Training Deployment
Upon completion of the Acceptance Test, or as otherwise mutually agreed upon, application usage
training will be initiated. Training will be conducted at the customer's training center. The training room,
equipment, and supplies will be checked to ensure equipment is functional and supplies and
documentation complete.
The training Orion provides is a train the trainer program designed to educate User Agencies to train
their employees and maintain their own education program as new users join t 1p,systemthe�futut ,
There are three training class types:
11
-� r_ am .1
• User Training ` - 'I
,( :- . - .,
• Master Administer Training o 2I,i% i t
City of Fort Worth/Orion Communications
• System Administration Technical Training Class
The City of Fort Worth has purchased the following number of days of training. The City can elect how
they would like to distribute these training days between the Impound Manager and Alarm Management
applications.
• Power User Training—Advanced Users 8 days
• Train the Trainer Session—2 Days
• User Training—8 Days(2 - 3 Hour Classes/Day)
User Manuals
Orion provides system manuals in a PowerPoint and MS Word format. The PowerPoint documentation
provides a class like training flow that walks the user through the system functionality and includes
screen shots and examples. The MS Word format is more a descriptive document with more detail
regarding the application using less imagery and more explanation of what the business functionally is
along with the user interactivity descriptions. The following documents are provided:
• PowerPoint
o User Training
o Master Administrator Training
o System Administration—Technical Training
• MS Word
o User Training
o Master Administrator Training
o System Administration—Technical Training
User Training
• System Demonstration
• User Roles
• User Responsibilities
• Reports
• User Hands On Classroom Examples
• Questions&Answers
Master Administrator Training
• System Demonstration
• Administration Features
• Cashier Management
• Administrator Defined Fields
• Financial Reports
• CAD Integration Details
• Document Manager
• User Roles
• User Responsibilities
• Reports
• User Hands On Classroom Examples
• Questions &Answers
System Go-Live Process
• Orion will work with the customer's IT team to move the approved application environment into the
production environment as required to coordinate from a current live"legacy" environment into a new
production environment.
• During go-live phase, Orion will implement respective services to identify and resolve issues,
troubleshooting, and on-site consultation. Orion will provide one person on-site as mutually
agreeable, but not to exceed 3 working days, during the "System Start-Up" phase; additional on-site
support services may be negotiated.
City of Fort Worth/Orion Communications -' ""
• Warranty period - Upon the completion of the system cutover to live operation, the one year warranty
will begin.
• Orion will provide support as specified in the Orion Maintenance/Support Agreement.
• Maintenance — Upon completion of the warranty period, on-going maintenance will be provided.
Orion will provide maintenance support as specified in the Orion Maintenance/Support Agreement.
v u yt.:j
City of Fort Worth/Orion Communications
EXHIBIT B
PAYMENT SCHEDULE
CONTRACT PRICE AND PAYMENT TERMS
Pricing
Description Item Price WTV -Total List I Price Quoted 9%Disc
AgencyWeb Solution Modules
Impound Manager and Dis tach Tow Modules $ 75,000 1 $ 75,000 $ 63,750 15%
Alarm Permit Management Module $ 75,000 1 $ 75,000 $ 63,750 15%
CAD Integration Module $ 12,000 1 $ 12,000 $ 12,000 0%
Reporting Services Integration $ 5,000 1 $ 5,000 $ 5,000 0%
AgencyWeb Installation Services
Agenc Web and Integration Modules $ 58,450 1 $ 58,450 $ 52,605 10%
AgencyWeb Training Services
Power User Training priced per day $ 1,200 8 $ 9,600 $ 8,928 7%
Train the Trainer Session priced per day $ 1,200 2 $ 2,400 $ 2,232 7%
User Training Two 3 hour sessions per day priced per day) $ 1,200 8 $ 9,600 $ 8,928 7%
AgencyWeb Solution Modulesi 1 1$ 167,000 1$ 144,500 13%
AgencyWeb Installation Servicesi 1 1$ 58,450 $ 52,605 1 10%
AgencyWeb Training Servicesi 1 1$ 21,600 $ 20,088 1 7%
Total Price Quote $ 247,050 $ 217,193 12%
Maintenance Fees after 1st year anniversay List Annual Fee
A enc Web Modules $ 26,010
Maximum increase over prior periods of 3%
Payment terms are Net 30 day upon receipt.
Customer is not responsible for any sales or use taxes and state or local property or excise taxes associated
with this Agreement. If any fee or cost is not paid within 30 days after it is due, Orion may, at its option,
charge interest at a rate of 1%per month from the date such fee or charge first became due.
City of Fort Worth/Orion Communications
Payment Milestones
The following payment plan covers the following applications and services as listed on the
Orion Implementation Section include:
• Impound Manager and Dispatch Tow Modules
• Alarm Permit Management Module
• CAD Integration Module
• Reporting Services Integration
• AgencyWeb Installation Services
• AgencyWeb Training Services
Task Name Payment Amount Signoff Document
Milestone
Project Kick off Milestone 1 $54,298.25 Project Kick-off
Document
Interviews and
Documentation of Policy
Settings
Core Application and Milestone 2 $108,596.50 Certificate of
Database Installation Installation of Core
Software and
Database
System Loading Plan
System Loading and
CAD Integration
Orion System Testing
Customer System Milestone 3 $32,578.95 Application
Testing Acceptance
Document
Training
System Cutover to Live Milestone 4 $21,719.30 Operational
Production
Document
City of Port Worth/Orion Communications
EXHIBIT C
END USER LICENSE AGREEMENT
ORION COMMUNICATIONS,INC. END USER LICENSE AGREEMENT
THIS IS A CONTRACT. BY INDICATING YOUR ACCEPTANCE attached to the Professional Services Agreement as Exhibit A
BELOW, OR BY USING THE SOFTWARE, YOU ACCEPT ALL Orion will not be responsible for delays caused by events or
THE TERMS AND CONDITIONS OF THIS AGREEMENT. This End circumstances beyond its reasonable control. Client is
User License Agreement ("EULA") constitutes an offer that may be responsible for obtaining computers and operating systems
accepted by the client indicated on the signature page hereof("Gient" compatible with the Licensed Software, as shown in the
or"client"). Acceptance is expressly limited to the terms hereof, and technical specifications for the Licensed Software. Installation
no different or additional terms contained in any purchase order, shall be complete when a copy of the Licensed Software has
confirmation or other writing with respect to the subject matter herein been installed on Client's computer .system and the
shall have any force or effect unless expressly agreed to in writing by executabiiity of the Licensed Software on such computer
Orion Communications, Inc. ("Orion"). system has in Orion's judgment been sufficiently demonstrated.
Completion of installation shall constitute Client's acceptance of
License. the license for the Licensed Software, but shall not affect any
Subject to the terms and conditions of this EULA, Orion grants warranties still in effect under the Agreement.
to Client a perpetual, nonexclusive, nontransferable, right and license
(without the right to sublicense) to use and execute the software
listed on Exhibit CA in object code form only and the user License Fees. Client agrees to pay the license fees for its
documentation provided therewith, and a nonexclusive, license of Licensed Program(s)in the amount and in the manner
nontransferable right and license (without the right to sublicense)to set forth in Exhibit C.I.
access and use the functionality of such software (collectively, the
"Licensed Software") solely for the Client's own internal use. This Term and Termination.
EULA does not grant Client any title or right of ownership in the Provided that the terms and conditions of this EULA are
Licensed Software. Client may make up to two copies of the complied with at all times, and subject to the termination provisions
Licensed Software for backup or archival purposes only, but not below,the licenses provided hereunder are perpetual.
otherwise. Client may surrender the licenses granted hereunder at any time
Client shall not use the Licensed Software except as provided in by giving written notice to Orion and ceasing use of the Licensed
this EULA. Without limiting the generality of the foregoing, Client Software.
shall not: (a)modify the Licensed Software;(b)copy,rent,lease,sell, Orion may terminate the licenses granted hereunder for cause if
sublicense, create derivative works or transfer the Licensed Software Client materially breaches the terms of this EULA or otherwise
or the user documentation provided therewith; (c) reverse assemble, infringes Orion's intellectual property rights in the Licensed Software,
reverse compile, or otherwise translate the Licensed Program; or(d) which breach is not remedied within 30 days after the date of written
use the Licensed Software to provide call taking or dispatching notice to Client of such breach.
services for third parties, other than the agencies/entities identified in Upon termination of the licenses granted hereunder, Client shall
the Scone of Work (herein so called) attached hereto as Exhibit A. permanently remove any Licensed Software from Client's equipment,
back-up media, or other storage locations and either (i) return all
Ghent acknowledges that the Licensed Software is subject to copies thereof to Orion, and all other materials pertaining to the
the export laws and regulations of the United States. The Licensed Licensed Software, or(ii)destroy such copies,and all other materials
Software is classified EAR 99(No License Required). However,said pertaining to the Licensed Software,as Orion directs.
export laws and regulations prohibit or make subject to special
controls the export or re-export of the Licensed Software or the
documentation to certain countries listed in Country Group E in
Supplement No. 1 to Part 740 of the U.S. Export Administration Warranty.
Regulations ("Prohibited Countries"), to certain persons and entities The Licensed Software is warranted to function in substantial
on the Denied Persons List contained in Supplement No. 2 to Part conformity with the technical specifications included in the applicable
764 of the Regulations and to certain Specially Designated Nationals documentation provided with it for a period of 12 months following
and Blocked Persons listed by the U.S. Office of Foreign Assets installation of the Licensed Software. THIS WARRANTY EXTENDS
Control (OFAC) (collectively, "Prohibited Persons"). Accordingly, SOLELY TO CLIENT. Orion warrants for a period of 180 days after
without limiting the generality of Section 1.0 Client shall not, directly installation of the Program, for Gient's benefit alone, that such
or indirectly, export, re-export, license, sell, give, loan, transfer, Licensed Software, when operated with the equipment configuration
disclose or otherwise grant access to the Licensed Software or the and in the operating environment specified by Orion, will perform
documentation to any Prohibited Country or Prohibited Person,to any substantially in accordance with the technical specifications included
foreign national of a Prohibited Country,to any person affiliated with a or referred to in the applicable documentation. Orion does not
Prohibited Person, or to any person or entity outside the country in warrant that the Licensed Software will be error-free in all
which the Client Site described in Exhibit CA is located without the circumstances. In the event of any defect-or erwr_-covered by such
express written consent of Orion. These prohibitions shall apply warranty, Client agrees to provide Orion with sufficient-de{ail to allow
whether said person or entity is a subsidiary, parent,sister company it to reproduce the defect or error. �As Client's exclusive temedy for
or other affiliate of Client. any defect or error in the Licensed Softward'coVered by such
warranty, and as Orion's entire liability in contract,-fort, or otherwise,
Delivery and Installation. Orion will use its best efforts to for claims pursuant to this section. Orion will correct such error or
deliver and install the Licensed Software in accordance with the defect by issuing corrected instructions, a restriction, or a'bypass. If
implementation schedule included in the Statement of Work Orion is unable to correct such defect or error after a reasonable
City of Fort Worth/Orion Communications
opportunity, Orion will refund to Client, or Client's outstanding vendor obligation of Orion regarding infringement of intellectual property
as it applies, the license fees paid for such Licensed Software. Orion rights, and it will survive the termination of this EULA.
shall not be responsible for any defect or error not reported during the Notwithstanding the above, Orion shall have no duty under this
warranty period. EXCEPT AS EXPRESSLY SET FORTH IN THIS Section with respect to, and Client shall not bring an action against
SECTION, ORION SHALL HAVE NO LIABILITY FOR THE Orion for, indemnification or other causes of action with respect to
LICENSED SOFTWARE OR ANY SERVICES PROVIDED, any Claim arising from or related to infringements (i)by the
INCLUDING ANY LIABILITY FOR NEGLIGENCE; ORION MAKES equipment or operating system software upon or with which the
AND CLIENT RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, Licensed Software runs, (ii) arising out of modifications to the
STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR Licensed Software not made by or under the direction of Orion, (iii)
ANY OTHER COMMUNICATION; AND ORION SPECIFICALLY resulting from use of the Licensed Software to practice any method
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR or process which does not occur wholly within the Licensed
FITNESS FOR A PARTICULAR PURPOSE. Software, or (iv)resulting from modifications to the Licensed
The warranty set forth above shall be void during any period Software prepared pursuant to specifications or other material
during which any of the following circumstances exist: furnished by or on behalf of Client.
The Licensed Software is modified by any person
except an authorized Orion employee or agent. Limitation Of Liability.
The Licensed Software is not used in accordance with Except for loss or damage for bodily injury or death, the total
the documentation therefore, or other instructions provided by liability of Orion for any claim or damage arising under this EULA,
Orion, or by misuse or neglect. whether in contract, tort, by way of indemnification or under statute
Client fails to install and implement the latest version shall be limited to proven direct damages. IN NO EVENT SHALL
of the Licensed Software offered to it by Orion or Client's ORION BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR
vendor. LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR
Client fails to maintain the equipment configuration DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR
and/or the site requirements specified in the Orion INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON-
documentation or by Client's vendor. USE OF THE LICENSED SOFTWARE, OR OTHERWISE
Upon expiration of the warranty period indicated herein , Orion's RELATED TO THIS EULA, REGARDLESS OF WHETHER ORION
responsibility to maintain the Licensed Software shall end unless HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS
Client enters into a Software Maintenance Agreement offered by OR DAMAGE.
Orion. In the event that Client requests consulting services that are
beyond the scope of this EULA and the Software Maintenance
Agreement, Orion may provide such services or recommend Confidentiality. Client acknowledges that the Licensed
appropriate outside consultants. In all cases, fees for such services Software and its associated documentation (the "Confidential
will be charged at Orion's standard rates. Information") constitute the trade secrets and proprietary
information of Orion. To the extent permitted by law, Client
Intellectual Property Infringement. shall hold the Confidential Information in confidence and shall
Orion represents and warrants that, to its actual, current not disclose it to third parties except as necessary to exercise
knowledge, the Licensed Software does not infringe any United the licenses granted hereunder. Without limiting the generality
States copyrights, patents, trade secrets or trademarks (collectively, of the foregoing, Client shall use reasonable means, not less
"Intellectual Property Rights") of any third party. In the event of a than those used to protect its own trade secret and proprietary
claim, action or proceeding (collectively, "Claim") brought against information, to safeguard the Confidential Information. Client
Client for infringement by the Licensed Software of the Intellectual shall not attempt, or authorize or permit others to attempt, to
Property Rights of a third party, Orion will at its expense defend imitate the Licensed Software using the Confidential
against such Claim, provided that Client promptly notifies Orion of Information or any part thereof, or to reverse engineer the
such Claim upon receipt by Client, and cooperates fully with Orion Licensed Software by any method, now known or later
and its legal counsel in the defense thereof. Orion may in its discovered.
discretion (i) contest, (ii)settle, (iii) procure for Client the right to
continue using the Licensed Software, or (iv)modify or replace the
Licensed Software so that it no longer infringes (while maintaining Force Majeure. Neither party shall be deemed in default of this
substantially equivalent functionality and performance to that Agreement to the extent that performance of its obligations or
described in the user documentation.) Client may participate in the attempts to cure any breach are delayed or prevented by
defense of such Claim at its own expense. If Orion concludes in its reason of an act of God, flood, fire, storm, earthquake, hacker,
sole judgment that none of the foregoing options is commercially acts of war or terrorism, insurrection, riot, labor disturbance,
reasonable, and Client's use of the Licensed Software is permanently including strike and lockout, national transportation delays,
enjoined as a result of a judgment of a court of competent jurisdiction equipment malfunction, cut wire or fiber, governmental
in respect of such Claim, then Orion will return to Client (or Client's regulation or interference, communications line or other
outsourcing vendor, as the case may be) the Licensed Software network failures, interruptions or delays, power failures, or
license fee(s)paid by Client(or Client's outsourcing vendor on behalf other events not within the reasonable control of the
of Client)to Orion in connection with this EULA less a portion of said responsible party and which such party is unable to overcome
fee(s) for Client's use of the Licensed Software, prorated over a
period of three years, and the licenses granted in this EULA shall by the exercise of reasonable diligence (each, a "Force
terminate(Client's outsourcing vendor will, in turn, be responsible for Majeure"). In the event of such Force Majeure, the time for
returning to Client the corresponding fee(s) paid by Client to such performance of cure shall be extended for a period equal to the
outsourcing vendor, less a portion of said fee(s) for Client's use of duration of the Force Majeure, but not in excess of 120 days.
the Licensed Software, prorated over a period of three years). In
addition, in the event such Claim results in a final money judgment General Terms.
against Client which does not arise, wholly or in part,from the actions This EULA, including the exhibits hereto, represents the entire
or omissions of Client, its officers, directors, employees, contractors, agreement between the partie hereto and a final expression of their
agents or elected officials, or a third party, Orion will indemnify Client agreements with respect to tt e Licensed Software, and sdpersedes
therefrom for such judgment. This Section states the entire all prior written agreement , oral agreements, representations,
descriptions, understandings or hegotiations with respect to the
matters covered by this EULA. If any term, provision, condition or in accordance with the laws of the State of Texas, USA,without
covenant of this EULA is held to be invalid, void or unenforceable,the regard to its conflict of law provisions or the United Nations
rest of the EULA shall remain in full force and effect and shall in no Convention for the International Sale of Goods.
way be affected, impaired or invalidated. No amendment to this All notices required to be given under this EULA shall be made
EULA shall be effective unless it is in writing and signed by an in writing by (i) first-class mail, postage prepaid, certified, return
authorized officer or representative of both parties. No term or receipt, (ii) by regularly scheduled overnight delivery, (iii)by facsimile
provision hereof shall be deemed waived and no breach excused or email followed immediately by overnight delivery, or (iv) by
unless such waiver or consent shall be in writing and signed by the personal delivery, to the address set forth herein, or such other
party claimed to have waived or consented. Any consent by any address as provided in writing. Such notices shall be deemed given
party to or waiver of a breach by the other, whether express or three days after mailing pursuant to (i) above, or one business day
implied, shall not constitute a consent to, waiver of, or excuse for any after full compliance with(ii), (iii)or(iv)above.
other different or subsequent breach. Neither this EULA nor any Orion and the Client each acknowledge that the provisions of
rights or obligations hereunder shall be assigned or otherwise this Agreement were negotiated to reflect an informed, voluntary
transferred by Client without the prior written consent of Orion. This allocation between them of all risks (both known and unknown)
EULA shall be binding on and shall inure to the benefit of the associated with the transactions associated with this EULA. The
administrators, successors and permitted assigns of the parties warranty disclaimers and limitations in this EULA are intended to limit
hereto, but nothing in this paragraph shall be construed as a consent the circumstances of liability. The remedy limitations and the
to any assignment of this EULA except as provided hereinabove. All limitations of liability are separately intended to limit the forms of relief
exhibits are incorporated herein by reference. available to the parties hereto.
Except to the extent that this EULA is governed by the laws of
the United States, this EULA shall be governed, interpreted and
enforced
ORION COMMUNICATIONS, INC. CLIENT:
8235 Douglas Avenue Suite 410 City of Fort Worth
Dallas, Texas 75225
By: By:
Title: Name:Joe Paniagua
Date: Title: First Assistant City Manager
1000 Throckmorton Street
Fort Worth, Texas /6iu2 h
Date:
APPROVED TO FORM AND LEGALITY:
Assistant City Attorney
IT'S
37
•r c�v
EXHIBIT C.1
LICENSED SOFTWARE, LICENSE FEES AND PAYMENT TERMS
AgencyWeb
•Impound Manager and Dispatch Tow Module
•Alarm Permit Management Module
•CAD Integration Module
*Reporting Services Integration
Licensed Software:
Re: CAD Add-On Modules Revised as of 1/18/2008
�•. Item lPnce a Quoiedl %Dhsic
AgencyWeb solution Modules
Impound Manager and Disptach Tow Modules $ 75,000 1 $ 75,000 $ 63,750 15%
Alarm Permit Management Module $ 75,000 1 $ 75,000 $ 63,750 15%
CAD Integration Module $ 12,000 1 $ 12,000 $ 12,000 0%
Reporting Servioes Integration $ 5,000 1 $ 5,000 $ 5,000 0%
AgencyWeb Installation Services
AgencyWeb and Integration Modules $ 58,450 1 $ 58,450 1$ 52.605 10%
AgencyWeb Training Services
Power User Training priced per day $ 1,200 8 $ 9,600 $ 8,928 7%
Train the Trainer Session priced perday $ 1,200 2 $ 2,400 1$ 2,232 1 7%
User Training(Two 3 hour sessions per day priced per day) $ 1,200 8 $ 9,600 $ 8,928 7%
0
AgencyWeb Solution Modules $ 1671000 $ 144,500 13%
AgencyWeb Installation Services $ 58,450 $ 52,605 100,0
AgencyWeb Training Services $ 21,600 1$ 20,088 7%
Total Price Quote $ 247,050 $ 217,193 12%
Maintenance Fees after 1st year anniversay List Annual Fee
AgencyWeb Modules $ 26,010
Mabmum increase over priorperiods of 3%
Payment terms are represented in Exhibit B of Professional Services Agreement.
EXHIBIT D
MAINTENANCE AGREEMENT
THIS MAINTENANCE AGREEMENT (the "Agreement") is entered into between Orion
Communications, Inc. ("Orion"), and the client indicated on the signature page hereof(the"Client") concurrently
with that certain End User License Agreement of even date herewith between Orion and Client identified as
Exhibit C. (the"EULK).
1. Scope of Agreement. During the term of this Agreement, as set forth in Section 3, Orion
agrees to provide Client standard maintenance, technical support and education services(collectively,
"Maintenance"), as set forth in Sections 4, 6, 7, and 8, for the Licensed Programs. (collectively, the"System").
2. Maintenance Fee. Orion will provide Client with Maintenance under this Agreement during the
Initial Term (as defined in Section 3(a))for a fee (the "Maintenance Fee")of$26,010. For each Renewal Term
(as defined in Section 3(a)), Client shall pay Orion a Maintenance Fee of the greater of (a)$26,010, or (b) the
price set by Orion for a Renewal Term, provided that Orion may not increase the annual fee by more than [3%]
in any one year. Client will pay the Maintenance Fee on or before the 1st day of the 13th month after the date
of the Certificate of Installation (as defined in the Statement of Work attached to the Professional Services
Agreement)and on each successive annual anniversary thereafter.
(a) Discontinuance. If Client discontinues this Agreement and then reinstates this
Agreement, or another, maintenance agreement, with respect to the System, Client shall pay Orion a
pro-rated Maintenance Fee for the discontinued period, plus the Maintenance Fee for the term of the
maintenance agreement then commencing; and,
(b) Other Charges. Client shall pay Orion for charged for Enhancements (as defined
herein), additional modules, custom programming services, on-site support, and training in the amount
and pursuant to the terms set forth in Orion's invoice for such services.
3. Term.
(a) Effective Date. This Agreement shall take effect upon the date on which the last party
to this Agreement executes same (the "Effective Date"). During the period of warranty under the
EULA, and the Professional Services Agreement, Orion will provide Maintenance to Client as described
herein without charge. Thereafter, commencing on the on the 1st day of the 13th month after the date
of the Certificate of Installation, and continuing thereafter through the one-year anniversary of that date
(the "Initial Term"), Orion will provide Maintenance with respect to the System in consideration of the
payment of the Maintenance Fee. This Agreement will automatically renew thereafter for successive
one-year terms(each, a "Renewal Term") unless otherwise terminated in accordance with its terms.
(b) Termination Date. This Agreement shall terminate upon the earliest to occur of the
following:
(1) The effective date of any subsequent agreement concerning maintenance
services entered into between Client and Orion;
(ii) Upon the material breach of this Agreement by a party, the other party may
terminate this Agreement, provided the non-breaching party first provides the breaching party
with notice of any material breach and 30 days within which the breaching party ma cure ch
breach;
(iii) Client may terminate this Agreement at the end of the then-current term by
providing Orion with notice that it does not intend to renew the Agreement at least 30 days
before the end of the then-current term;
(iv) Orion may terminate this Agreement for Client's failure to pay any undisputed
invoice when due, provided Orion provides Client with notice of any such failure and such
undisputed invoice is not paid upon the later of 45 days after the date due or 15 days after
notice; or
(c) Client's Failure to Pay Maintenance Fee. Notwithstanding the provisions of
Section 3(b)(iv), Orion agrees that a temporary delay in making payments due to the Client's
accounting and disbursement procedures shall not place the Client in default of this Agreement and
shall not render the Client liable for interest or penalties, provided such delay shall not exceed 30
calendar days after its due date. Any payment not made within 30 calendar days of its due date shall
bear interest at a rate of 1% per month from the due date through the date on which Orion receives full
payment.
(d) Taxes. Client will not be liable for any sales taxes imposed or levied on any payment
it makes to Orion under this Agreement.
4. Standard Maintenance Services.
(a) Scope of Services. During the term of this Agreement, Orion shall provide Client with
the following services as Maintenance for the System;
(i) Corrections of substantial defects in the System so that the System will operate
substantially in accordance with the technical specifications included in the applicable
documentation with respect to the System;
(ii) Periodic updates of the System that may incorporate:
(A) Corrections of any substantial defects;
(B) Fixes of any minor bugs; and
(C) At the sole discretion of Orion, enhancements to the System; and,
(iii) Telephone support will be offered between the hours of 8:00 am Central Time
to 5:00 pm Central Time, excluding federal holidays, to assist Client in using the System;
(iv) Remote Server Access to Client's server providing the application services
either by VPN, encrypted connection or dedicated IP address; and
(v) Maintenance at Orion's office of a test version, including a test database, for
the most recent version of the System.
(b) Services Not Included. Maintenance Services shall not include:
(i) Charged for enhancements updates, enhancements and modifications to the
System (collectively, "Enhancements") or additional modules that are offered, at Orion's sole
discretion, to Client upon payment of a license fee therefor; — —�
N +.
(11) Custom programming services;
(iii) On-site support;
(iv) Training; or
(v) Hardware and related supplies.
5. Charged-For-Enhancements and Modules. From time to time, at Orion's sole discretion,
Orion will make available to Client Enhancements or additional modules to the System that Client may license
from Orion upon payment of the applicable license fee(s) therefor and development charges established by
Orion. Any such Enhancements or additional modules licensed by Client shall be considered part of the
System under this Agreement.
6. Remote Support. Remote support requires that Client provide to Orion secure access to the
server running the System. The System can operate on a secure VPN using a public internet address utilizing
internet authentication services through Microsoft Server. Orion will comply with Client's security requirements
published from time to time and which are noticed to Orion to maintain secure remote access to Client's
system. The remote system access will allow Orion to submit updates, patches and immediate trouble ticket
resolutions online at agreed upon maintenance windows as approved by Client. Orion will also provide
administrative backup to Client in the event of a server or service failure. Orion will work directly with Client on
immediate resolution. Orion will also train one technologist selected by Client on the administration and
maintenance of the System. This individual will be given direct access to Orion's engineer assigned to support
Client(direct access means personal cell phone number and after hour emergency contact numbers).
7. Help Desk Services. Orion shall maintain a help desk so that Client may report problems and
obtain assistance in the installation and/or use of the System.
(a) Phone number for support coverage
i. Live support personnel from 8:00 am Central Time to 5:00 pm Central Time,
excluding federal holidays, Monday through Friday
ii. After hours support
1. Emergency After Hours Phone Number
(b) Email Support
i. Submission form for help request and immediate receipt notification
ii. Response within 24 hours of notification
(0 Web Site Support
i. Help Site for System
ii. Maintenance of all System updates
iii. Tools allowing users to see the support personnel screen to demonstrate
actions and review steps
(d) Online Trouble Ticket System
i. Access to trouble ticket system for submission of ticket requesting and online
review of status
ii. Email notification of trouble ticket resolution and ticket
8. Training. Upon receipt of a written request from Client, Orion will provide training at a
mutually agreed time at the offices of Orion, unless Orion agrees to conduct the training elsewhere. Client
agrees to pay Orion all costs associated with this training, including:
(a) Charges for Orion's personnel, which may include a surcharge for training conducted at
Client's location; and
(b) Charges for travel, lodging and miscellaneous expenses.
9. Obligations of Client.
(a) Client Contact. Client shall notify Orion of Client's designated Client Contact. To the
maximum extent practicable, Client's communications with Orion will be through the Client Contact.
(b) Installation. Client shall install all corrections of substantial defects, minor bug fixes
and updates, including any enhancements, for the System in accordance with the instructions and in
order of receipt from Orion.
(c) Facility and Personnel Access. Client shall grant Orion access to Client's facilities
and personnel concerned with the operation of the System to enable Orion to provide services.
(d) No Modification of System. Client shall not modify, enhance or otherwise alter the
System, unless, and only to the extent, specifically authorized in Orion's System Manuals or the
express prior written consent of Orion is obtained.
(e) Error Documentation. Upon detection of any error in the System, Client, as
requested by Orion, shall provide Orion a listing of output and any other data, including databases and
backup systems that Orion reasonably may request in order to reproduce the error and the operating
conditions under which the error occurred or was discovered.
10. Warranty.
(a) Warranty. Orion warrants that it will provide Maintenance under this Agreement in a
workmanlike manner, consistent with applicable industry standards.
(b) Warranty Exclusions. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT
OR IN THE EULA, ORION PROVIDES THE LICENSED SOFTWARE AND MAINTENANCE AS IS
AND AS AVAILABLE. ORION MAKES NO OTHER REPRESENTATION OR WARRANTY, EITHER
EXPRESS OR IMPLIED, REGARDING THE LICENSED SOFTWARE OR MAINTENANCE PROVIDED
BY IT HEREUNDER, AND EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATION OR
WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER
ASPECT OF THE LICENSED SOFTWARE OR MAINTENANCE PROVIDED BY ORION
HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Indemnification and Limitation of Liability.
(a) . Indemnity. Orion agrees to indemnify, defend and hold harmless Client, and its
officers, agents, directors and employees, from any and all losses, claims, liabilities, damages, costs
and expenses(including, without limitation, reasonable attorneys'fees and costs of litigation) arising ut
of or related to any claim by a third party that the Maintenance infringes upon the intellectual property
of any third party.
(b) Limitation of Liability. EXCEPT FOR A BREACH OF SECTION 11, IN NO EVENT
WILL EITHER PARTY'S LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT
OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID BY CLIENT
FOR MAINTENANCE UNDER THIS AGREEMENT.
12. Exclusion of Consequential Damages. NEITHER ORION NOR CLIENT SHALL BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS)
SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE FORM
OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR UNFORESEEABLE. IN
ADDITION, NEITHER ORION NOR CLIENT SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES
IN CONNECTION WITH THIS AGREEMENT.
13. Ownership. Client acknowledges that Client has been advised that CourtNotify, L.P., a Texas
limited partnership ("CNL"), owns all proprietary rights, including patent, copyright, trade secret and other
proprietary rights, in and to the System and any corrections, bug fixes, enhancements, updates or other
modifications, including custom modifications and modules, and Orion is the exclusive licensing agent of CNL
for the System.
14. Survival. The parties acknowledge that many of the obligations in this Agreement will survive
the term, termination and cancellation hereof. Accordingly, the respective obligations of Orion and Client under
this Agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shall
survive termination, cancellation or expiration hereof.
15. Governing Law. This Agreement shall be governed, interpreted and enforced in accordance
with the laws of the State of Texas, without regard to its conflict of law provisions or the United Nations
Convention for the International Sale of Goods.
16. Notices. All notices required to be given under this Agreement shall be made in writing by
(i)first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by
facsimile or email followed immediately by overnight delivery, or (iv) by personal delivery, to the address set
forth herein, or such other address as provided in writing. Such notices shall be deemed given three days after
mailing pursuant to (i)above, or one business day after full compliance with (ii), (iii) or(iv)above.
17. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that
performance of its obligations or attempts to cure any breach are delayed or prevented by reason of an act of
God, flood, fire, storm, earthquake, hacker, acts of war or terrorism, insurrection, riot, labor disturbance,
including strike and lockout, transportation delays, equipment malfunction, cut wire or fiber, governmental
regulation or interference, communications line or other network failures, interruptions or delays, power failures,
or other events not within the reasonable control of the responsible party and which such party is unable to
overcome by the exercise of reasonable diligence (each, a "Force Majeure"). In the event of such Force
Majeure, the time for performance of cure shall be extended for a period equal to the duration of the Force
Majeure, but not in excess of 120 days.
18. Miscellaneous. Together with the EULA, this Agreement contains the entire understanding of
the parties relating to support and maintenance and supersedes all prior agreements and understandings,
written or oral, relating to the subject matter hereof. If any term, provision, condition or covenant of this
Agreement is held to be invalid, void or unenforceable, the rest of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. This Agreement shall not be modified,
amended or terminated except in a writing signed by the party against whom enforcement is sought. No term
or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or consented. Any consent by any party to or waiver of
a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any
other different or subsequent breach. Neither this Agreement nor any rights or obligations hereunder shall be
assigned or otherwise transferred by Client without the prior written consent of Orion. This Agreement shall be
binding on and shall inure to the benefit of the successors and permitted assigns of the parties hereto, but
nothing in this paragraph shall be construed as a consent to any assignment of this Agreement except as
provided hereinabove. This Agreement may be executed in one or more counterparts for the convenience of
the parties hereto, all of which together shall constitute one and the same instrument. Orion and the Client
each acknowledge that the provisions of this Agreement were negotiated to reflect an informed, voluntary
allocation between them of all risks (both known and unknown) associated with the transactions associated with
this Agreement. The warranty disclaimers and limitations in this Agreement are intended to limit the
circumstances of liability. The remedy limitations and the limitations of liability are separately intended to limit
the forms of relief available to the parties hereto.
[Signature Pages Follow]
]
IN WITNESS WHEREOF, the parties have executed this Agreement in multiple originals to be
effective as of the Effective Date.
ORION: CLIENT:
Orion Communications, Inc. City of Fort Worth
By: By:
Name: Leslie DeLatte Name: Joe 7Paniaqu
Title: President Title: First Assistant City Manager
8235 Douglas Avenue Suite 410 1000 Throckmorton Street
Dallas, Texas 75225 Fort Worth, Texas 76102
«/Date: Date:
APPROVED TO FORM AND LEGALITY:
Assistant Cit Attorney
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/4/2008
DATE: Tuesday, March 04, 2008
LOG NAME: 04CADMODULES REFERENCE NO.: **C-22690
SUBJECT:
Authorize Execution of an Agreement for CAD Add On Modules Software, Maintenance and
Implementation Services with Orion Communications Inc., for the Information Technology Solutions
Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement for Computer Aided Dispatch
(CAD) software license modules, maintenance, support and implementation services with Orion
Communications Inc., (Orion) at an estimated first year cost of $217,193.00 for the Information Technology
Solutions Department (IT Solutions).
DISCUSSION:
IT Solutions will use this agreement to purchase additional software licenses, maintenance, support and
implementation services to expand the performance capabilities of the new CAD system. In November,
2006, the City Council was briefed on the need for a new CAD system. At that time, city staff requested
additional funding for CAD add-on software modules to increase the functionality as required by the Police
Department. These modules include an automated system for City Auto Pound, Alarms, and the Traffic
Division for the Police Department.
On September 6, 2007, a Request for Proposals (RFP) was issued for CAD software license modules,
maintenance, support and implementation services. The city received one response from Orion, a certified
M/WBE firm. City staff from Police, Purchasing and IT Solutions evaluated the proposal. At the conclusion
of the evaluation, staff recommended that the requested software and services be purchased.
BID ADVERTISEMENT — The bid was advertised in the Commercial Recorder on August 15, 22, and 29,
2007. One vendor submitted a proposal.
M/WBE —A waiver of the goal for M/WBE subcontracting requirements was approved by the M/WBE office
because the purchase of goods or services is from sources where subcontracting or supplier opportunities
are negligible.
RENEWAL OPTIONS — This maintenance agreement may be renewed for up to two successive one-year
terms at the City's option. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the
Specially Funded Capital Projects Fund.
Lopame: 04CADMODULES Page 1 of 2
TO Fund/Account/Centers FROM Fund/Account/Centers
C291 539120 041100064480 $217,193.00
Submitted for City Manager's Office by- Karen Montgomery (6222)
Originating Department Head: Peter Anderson (8781)
Additional Information Contact: Nanette Monte (2625)
Logname: 04CADMODULES Page 2 of 2