HomeMy WebLinkAboutContract 39605CITY SECRETARY
CONTRACT 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 "Client"), a home rule municipal corporation
situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L.
Montgomery, its duly authorized Assistant City Manager, and TEKsystems Global Services, LLC
("Consultant" or "TEKsystems"), a Maryland Limited Liability Company and acting by and through
Norman Smith, its duly authorized Business Development Manager,
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of validating the performance benchmarks of the Oracle's PeopleSoft Enterprise modules for
the Human Resources and Payroll, such services being more specifically described in "Exhibit A,"
which is attached hereto and incorporated for all purposes incident to this Agreement.
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, but no later than ninety (90) days after the effective date, unless extended
by the parties or terminated earlier in accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $66,945.00 in accordance with the
provisions of this Agreement. This amount shall include any and all amounts for travel, lodging, and living
expenses. Consultant shall not perform any additional services for the City not specified by this
Agreement unless the City requests and approves in writing the additional costs for such services. The
City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless
the City first approves such expenses in writing.
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 Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requestedthe C ity and
accordance with this Agreement up to the effective date of termination.
OFFICIAL RECORD
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CITY SECRETARY
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.
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 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.
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 respondent 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.
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CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
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
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DAMAGENJURY, INCLUDING DEATH, AND • TANGIBLE PROPERTY CAUSED BY
MAXIMUMABARISING OUT •:.:: O. RELATED TO THIS
kGREEMENT FOR ANY CLAIM, WHETHER IN TORT OR CONTRACT SHALL BE LIMITED TO TWO
=IUNDRED THOUSAND, D' AND
THIRTY 11
TEKsystems agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against the City for infringement of any patent, copyright, trade secret, or similar property
right arising from City's use of the software in accordance with this agreement. TEKsystems
shall have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim, and City agrees to
cooperate with it in doing so. City agrees to give TEKsystems timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. If the software or any
part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, TEKsystems shall, at its
own expense and as City's sole remedy, either: (a) procure for City the right to continue to use
the software; or (b) modify the software to make it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the software; or (c)
replace the software with equally suitable, compatible, and functionally equivalent non -infringing
software at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably
available to TEKsystems, terminate this agreement and refund to City the payments actually
made to TEKsystems under this agreement.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City 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
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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 occurrence on a combined single limit basis
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 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 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
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Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance documentation shall not constitute
a waiver of the insurance requirement.
(f) 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.
11.1 Performance of Services. TEKsystems warrants that it shall perform those Services
described in the applicable fully executed SOW(s) attached to this Agreement in a workmanlike
and professional manner, consistent with the general standards applicable to the information
technology consulting industry.
11.2 Acts to Void Warranty. The warranties set forth in this Section 11 shall be void as to
modifications to the deliverables in the SOW which result from: (i) the acts or omissions of
persons who are not employees or agents of TEKsystems, (ii) revisions or changes to the code
(object or source) affected by the TEKsystems modifications without the prior written approval of
TEKsystems, or (iii) errors caused by changes subsequent to TEKsystems modifications to data
feeds from or changes subsequent to TEKsystems modifications to interfaces to other
applications software with which the Client Software has connectivity.
11.3 Use of Information from Client and Use of Third Party Software. The scope of the
Services provided by TEKsystems pursuant to this SOW are, in whole or in part, dependent upon
(i) the information and parameters provided by Client, and/or (ii) the assessment report provided
from the use of software licensed by or for Client and provided to TEKsystems in the course of
performing Services hereunder. TEKSYSTEMS MAKES NO REPRESENTATIONS AND/OR
WARRANTIES OF ANY KIND WITH RESPECT TO: (1) THE PERFORMANCE OF
TEKSYSTEMS' SERVICES AS IT RELATES TO RELIANCE UPON INFORMATION RECEIVED
FROM A THIRD PARTY, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1 ABOVE; (II)
SUCH SOFTWARE, INCLUDING, BUT NOT LIMITED TO THE ACCURACY, RELIABILITY OF
THE INFORMATION, FUNCTIONALITY OR SUITABILITY, OR THE RESULTS OBTAINED
FROM THE USE OF SUCH SOFTWARE; AND (III) THE IMPACT SUCH INFORMATION OR
SOFTWARE MAY HAVE ON THE SERVICES PROVIDED BY TEKSYSTEMS.
11.4 Disclaimer. THE WARRANTIES SET FORTH IN THIS SOW ARE IN LIEU OF ALL
OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED.
TEKSYSTEMS MAKES NO CLAIMS, REPRESENTATIONS, OR WARRANTIES REGARDING
ANY THIRD -PARTY HARDWARE, SOFTWARE, SYSTEMS OR PRODUCTS LICENSED OR
SOLD DIRECTLY TO CLIENT BY A THIRD PARTY AND CLIENT ACKNOWLEDGES THAT ANY
WARRANTIES FOR THIRD -PARTY HARDWARE, SOFTWARE, SYSTEMS OR PRODUCTS
ARE MADE SOLELY BY THE OWNERS AND VENDORS OF SUCH THIRD PARTY
HARDWARE, SOFTWARE, SYSTEMS, AND PRODUCTS. ANY IMPLIED WARRANTIES,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE DISCLAIMED. SOFTWARE AND TECHNICAL INFORMATION
IS LICENSED, IF AT ALL, "AS IS" AND WITH ALL FAULTS. THE AGENTS, PERSONNEL AND
EMPLOYEES OF TEKSYSTEMS ARE NOT AUTHORIZED TO MAKE MODIFICATIONS TO
THIS WARRANTY, OR ADDITIONAL WARRANTIES BINDING ON TEKSYSTEMS ABOUT OR
FOR PRODUCTS WHICH MAY RESULT FROM THIS SOW, ACCORDINGLY, ADDITIONAL
STATEMENTS FROM AN OFFICER OF TEKSYSTEMS DO NOT CONSTITUTE WARRANTIES
AND SHOULD NOT BE RELIED UPON. THE WARRANTIES SET FORTH IN THIS SOW AND
THE STATUTE OF LIMITATIONS SHALL RUN CONCURRENTLY WITH ANY ACCEPTANCE
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PERIOD. THE WARRANTIES SET FORTH IN THIS SOW ARE NOT TRANSFERABLE. NO
SUIT, LITIGATION, OR ACTION SHALL BE BROUGHT BASED ON THE ALLEGED BREACH
OF THE WARRANTIES SET FORTH IN THIS SOW OR ANY IMPLIED WARRANTIES MORE
THAN ONE YEAR AFTER THE DATE OF DELIVERY.
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.
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.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To The CITY:
City of Fort Worth/IT Solutions
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
To CONSULTANT:
Ken Brunetti
TEKsystems Global Services, LLC
7437 Race Road
Hanover, MD 21076
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. The foregoing restriction shall not
apply to the employment of any person who responds to any general recruitment advertisement by a
party in the normal course of business.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
�6. 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.
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1 I 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.
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.
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.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
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.
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.
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.
The person signing this agreement hereby warrants that he/she has the legal authority to execute this
agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on
this warranty and representation into this Agreement.
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25. CONFLICTS.
In the event of a conflict between the terms of this Agreement and the SOW, the terms of this Agreement
shall take precedence. In the event of a conflict between the terms of the SOW and any Change Order,
the terms of the Change Order shall control.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 9th day of
December, 2009.
CITY OF FORT WORTH:
Karen L. Montgomery U
Assistant City Manager
)ate:
Date:
ATT
By:
Marty Hendri�
City Secretary
CONTRACT AUTHORIZATION:
M&C: C-23930
Approved: 12/8/09
APPROVED AS TO FORM AND LEGALITY:
By:
Maleshia B. Farmer
Assistant City Attorney
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TEKSYSTEMS GLOBAL SERVICES LLC:
Name: Norm Smith
Title: Business Development Management
Date:
12/09/2009
ATTEST:
By:
OFFICIAL RECORD
C{TY SECRETARY
FT. WORTH. TX
"0'
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• ••.
T E services, 11c
City of Fort Worth Contact 3
TEKsystems Contacts 3
Proprietary Statement 4
Introduction
ur e n c e
Approachr nc Profile
Phase 1- Staging Phase 5
Phase II - Execution Phase 6
r j ct liv ra les n r r uc
Project Team 1
Project Schedule 1
Activity Detail by Phase 11
r ject ric n illin Schedule 1
Billing Schedule 12
Invoices, Expenses, Payment and Fees 12
Assumptions 1
Dependencies 1
Changentr l 1
Ficceptance procedures 1
Escalation Procedures 1
Statement of Work Acceptance 16
DECEMBER 02, 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REV5 PAGE 2
Assistant Director —Information Technology
Solutions
City of Fort Worth
1000 Throckmorton
Ft. Worth, TX 76102
Telephone: 817.392.8435
Fax: 817.392.8654
Email: Mai.tran@fortworthgov.org
Business Development Manager
TEKsystems Global Services, LLC
1750 Valley View Lane, Suite 400
Dallas, TX 75234
Telephone: 972,481.7070
Email: norsmith@teksystems.com
Manager, QA &Testing Center of Excellence
6300 S. Syracuse Way Suite 200
Englewood, CO 80111
Telephone: 303.548.8084
Fax: 303.694.7196
Email: lotto(a,teksystems.com
Account Manager
TEKsystems, Inc.
9003 Airport Freeway, Suite 100
Ft. Worth, TX 76180
Telephone: 817.605.2106
Email:IyentUra teksystems.com
DECEMBER 02, 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REV5 PAGE 3
The City and TEKsystems will not disclose to third parties any material or information that is identified by
either party to the other as proprietary ("Proprietary Information") without the other party's prior written
permission unless required by law. The City will protect TEKsystems Proprietary Information to the same
degree it protects its own Proprietary Information. Notwithstanding the foregoing, TEKsystems understands
and acknowledges that the City is a public entity under the laws of the State of Texas, and as such, any and
all information maintained by City or that City has a right of access to, is subject to public disclosure under
Chapter 552 of the Texas Government Code. City may be required to disclose information that may reveal
TEKsystems proprietary information to third parties under the Texas Government Code or by any other legal
process, law, rule or judicial order by a court of competent jurisdiction; however, if either City or TEKsystems
is required by law to disclose such material or information, the disclosing party will notify the other party prior
to such disclosure.
DECEMBER 02, 2009 THE CITY OF FORT WORTN OA PERFORMANCE TESTING SOW REV5 PAGE 4
This Statement of Work ("SOW") is made as of ("SOW Effective Date") by and
between the City of Fort Worth ("Client"), a Texas municipal corporation, having its main address at: 1000
Throckmorton, Fort Worth, TX 76102 and TEKsystems Global Services, LLC ("TEKsystems") a Maryland
Limited Liability Company, with principal offices at 7437 Race Road, Hanover, MD 21076,
This SOW incorporates, by reference, the Professional Services Agreement for Staff Augmentation and
Product Development Services between the Parties (the "Agreement") effective [Insert Date].
Definitions: Refer to the Agreement between the parties effective [Insert Date].
Conflict: In the event of a conflict between the terms of an Agreement and the SOW, the terms of the
Agreement shall take precedence. In the event of a conflict between the terms of the SOW and any any
Change Order, the terms of the Change Order shall apply.
The City would like to engage TEKsystems as a third party to validate the performance benchmarks for the
new system. TEKsystems proposes to meet the City's needs by providing one senior -level Performance Test
Engineer who will work on site and offsite to assist the City with their testing requirements.
The City has provided to TEKsystems a document, ERP Load Testing Specifications for the City of Fort
Worth," that describes the PeopleSoft system to be tested and describes a set of potential test scenarios.
During the planning phase of the engagement, TEKsystems and City staff will collaboratively refine and
prioritize the set of scenarios to be tested to maximize the results of the defined testing engagement. During
the execution phase, test scripts will be created and executed based on priority. In the event that the City
wishes to extend the engagement to accomplish additional testing, it may submit a change request as
described under Change Control.
TEKsystems will assist the City with the leasing and implementation activities associated with eventual
utilization of the SilkPerformer tool.
Upon completion of obtaining licensing and installation of the performance tool, the TEKsystems Performance
Engineer will execute the Performance testing activities described in detail below in the Execution Phase.
TEKsystems will leverage our performance profiling methodology and collective experience gleaned from
previous successful performance engagements. TEKsystems will utilize a phased, time -boxed approach to
implementing the project. Test scenarios will be prioritized and then executed in the prioritized order until
February 26, 2010. Within that timeframe, TEKsystems will conduct the appropriate activities in the following
phases:
The Staging Phase is comprised of the following activities:
DECEMBER 02. 2009 TI-fE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REV5 PAGE 5
y s t e m ;
Test Planning
TEKsystems will approach the planning effort in coordination with the City with the intent to cover the
following elements for the performance tests to be executed:
® Tool Implementation
® Strategy
® Workflow
® Resources (System and Human)
® Risk Analysis and Mitigation Assistance
Test Environment Configuration and Validation
As part of this initiative, the City will be providing the Target -of -Test and the Test Lab:
® Target -of --Test is defined as the instance of the Time and Labor, Open Enrollment, and Talent
Acquisition modules that will undergo performance profiling.
® Test Lab is defined as the environment utilized to manage the test, simulate 2500 concurrent
users, correlate the data, and analyze the results, including the provisioning of agent
machines which will generate the load applied to the Target -of -Test.
Prior to test development, TEKsystems will:
® Install and configure the selected testing tool in the Test Lab
® Work with the City to help prioritize the test scenarios. We will utilize a best effort approach
based upon those priorities and ensure that the city receives constant feedback on progress.
® Validate the configurations once completed by running preliminary connectivity tests to the
Time and Labor, Open Enrollment, and Talent Acquisition modules
The Execution Phase is comprised of the following activities:
Pest Design
PERFORMANCE TESTING TYPES
The section below defines the types of tests that may be executed against the system.
In this context, Performance Profiling (also referred to as Performance Testing) is an over-
arching term defined as testing in which response times, transaction rates, and other time -
sensitive requirements of a target -of -test are measured and evaluated to verify that performance
requirements have been achieved. Performance Profiling/Testing is implemented and executed to
profile and "tune" a target -of -test's performance behaviors as a function of conditions such as
workload or hardware configurations.
In this context, Load Testing is defined as a performance test designed to validate that the
target -of -test can or cannot handle the normal and projected traffic usage. The following process
is used to execute Load Testing:
® Real -world load is applied to a system gradually until the targeted load is reached.
® User scenarios incorporate "think time" etc., to more closely represent actual traffic patterns.
DECEMBER 02, 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REV5 PAGE 0
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Typically, multiple workflows through the application are run simultaneously.
® Metrics are captured during the tests) and analyzed post-tests) for root cause analysis and
ensuing recommendations.
In this context, Stress Testing (also referred to as Scalability Testing) is defined as testing that
determines how heavy a traffic load a target -of -test can handle by identifying "Bend" and "Break"
points, i.e., where and when the application begins to degrade; and where and when it begins to
fail. The following process is used to execute Scalability Testing:
® A large load that exceeds 100% of normal traffic load is applied to a system in a very short
period of time until it degrades to a non -responsive level; or, a normal traffic load is applied to
the system, but "think time" is not utilized (see below).
User scenarios do not incorporate "think time" etc., in order to apply the maximum stress to
the system.
® Typically, multiple workflows through the application are run simultaneously.
® Metrics are captured during the test(s) and analyzed post-test(s) for root cause analysis and
ensuing recommendations.
In this context, Reliability Testing (also referred to as Stability Testing) is defined as testing
used to determine whether a system will remain "up" over an extended period of time. Peak load,
typically +/- 100% of normal traffic load, is applied to a system, while measuring mean -time to
initial failure, mean -time between failures, etc.
The following diagram details the types of testing that can be exercised on a system.
FIGURE 1: PERFORMANCE PROFILING: TYPES of TESTS
Test Execution Time
Sirs ss /Scalability Test
Stability /Reliability Test
Load Test
Expected Real World Traffic
ORT WORTH
DECEME3ER 02, 2009 THE CITY OF FQA PERFORMANCE TESTING SOW REV5 PAGE 7
systems.
TEST SCENARIOS
At the writing of this SOW, the detail for the test scenarios has not yet been provided to TEKsystems.
The scenarios will need to reflect a rough representation of the best representative paths for actual
user traffic as well as those areas that will draw the highest possible load. Once engaged,
TEKsystems will work with the City to tune the priority cases in order to gain as much indicative data
as possible during the profile.
Test Executi®n
The Test Execution approach will involve:
® The creation of test scripts to cover the targeted functionality
® The mappings of those test scripts to test cases/scenarios and business workflows/use cases
respectively to ensure proper test coverage'
The Execution task can entail any type of performance test within the scripted workflow(s). The
addition of the third type of test (Reliability) and the resulting impact on the proposed timeline will be
an outcome of Test Planning elements once TEKsystems is engaged
The Execution Phase entails three types of performance tests within the scripted workflow(s):
® Load
® Stress
® Reliability
TEST CYCLES
The listed three types of tests occur in the following typical Test Cycles:
Cycle 1— Baseline Load Tests
This cycle will entail an initial round of one or more load tests against the targeted configuration to establish a
performance baseline. This baseline will be utilized as a benchmark for subsequent tests. Should the baseline
test reveal performance issues, subsequent tests will be utilized to measure the impact resulting from any
changes made to the system.
Cycle 2 —Iterative Testing — Scalability
Assuming a successful Baseline result, this cycle will entail one or more stress tests against the targeted
configuration to identify performance bend and break points and establish scalability/capacity.
Cycle 3 -Iterative Testing -Reliability
Assuming a successful scalability result, this cycle will entail one or more reliability tests against the targeted
configuration to identify performance issues and measure if time.
k
pplicati®n statistics
The following performance statistic categories are typically captured during Test Execution for each server in
the test environment. The data collected will be evaluated for application bottlenecks, and compared against
exit criteria defined for the target-of4est.2
® Server logs
® Processor utilization
� Performance script
development may not result in aone-to-one
correlation to
the manual test case set.
s Additional statistics
may be captured at the request
of the client
and/or based
upon test results.
DECEMBER 02, 2009 THE CITY OF FORT WORTH OA PERFORMANCE TESTING SOW REV5 PAGE 8
® Available memoI
® Context switching
® File paging
® Additional 3rd-party web, application or database counters for vendor -specific data
® Client response times
® Client response time distribution
..
ODUCTS
Using the approach outlined in the previous sections, TEKsystems will provide the following deliverables,
defined in detail in the Approach section, during the lifecycle of this project.
1. Performance Test Suite developed with the selected Performance Testing tool
encompassing:
a. Test Scenarios
b. Test Scripts
2. Test Results Reporting
a. Informal Test Reporting (default) —TEKsystems will deliver results delivered during
and after Test Cycles, comprised of emails, and/or conference calls, and/or review of
raw or analyzed data provided by the performance testing tool.
3. Status Reports
a. These will be delivered on a jointly agreed to scheduled basis to key City stakeholders
via email and/or conference calls. The audience for distribution will be defined by City
management.
b. The TEKsystems' Office of QA will schedule conference calls as needed to monitor
progress and address any open issues. Attendees for the call in addition to
TEKsystems will be defined by City management.
DECEMBER 02, 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REVS PAGE 9
The work for this project will be performed by a Senior Performance Engineer with support from TEKsystems'
Office of QA (OQA). The OQA is a non -billable service designed to provide the following:
® Program Management oversight of all TEKsystems' projects
® Conformance with TEKsystems' and customer's standards and procedures
® Provides project team with access to TEKsystems project experience
® Ensures conformance with TEKsystems and customer standards and
procedures
® Ensures elements of success in current/prior similar projects are reused
® Serves as escalation point for project issues
Sr. QA ® Executes all activities and provides all deliverables outlined in this SOW
Performance ® Capable of provides guidance to stakeholders on process, tools and
Engineer technology, as needed
® Make recommendations regarding the advancement and support of
successful performance testing practice
® Work can be performed on -site and/or remotely with appropriate access
to environments and personnel
To provide the time and price information included in this section, TEKsystems performed an analysis of the
Level of Effort (LOE) required for each task, based on information provided by the City and TEKsystems'
understanding of the requirements. This estimate may be modified through the Change Control Process
described below, if there are any modifications to the requirements, scope, assumptions, or level of
complexity.
Phase I —Staging 2 Weeks 1/18/2010 1/29/2010
Phase II —Execution 4 Weeks 2/1/2010 2l26l2010
TOTAL DURATION 6 Weeks
® TEKsystems does not anticipate any issues for the resourcing plan for this engagement, however
resourcing will be allocated based upon availability at the time of execution of the SOW.
® February 15, 2010 is considered a furlough day by the City. All non -essential City offices are closed
and full time employees are limited to a 32 hour work week
DECEMBER 02. 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REV5 PAGE 10
® Note any changes in duration will impact the price
® Time of Performance
The parties agree that timely performance of the Services by TEKsystems is essential to this SOW.
TEKsystems' time of performance shall be enlarged or extended, upon mutual written consent of the
parties, if and to the extent reasonably necessary, in the event that: (a) Client fails to submit data in
the prescribed form or as required by this SOW and any exhibits hereto, or as required by any SOW
which may become associated or part of this SOW, (b) any force majeure occurrence including, an
act of God, malfunction of any equipment or other cause beyond the control of TEKsystems prevents
timely performance hereunder, or (c) if Client fails to provide any equipment, software, premises or
performance called for by this SOW, and the same is necessary for TEKsystems' performance
hereunder.
The following details summarize the typical activities for a performance profile (where applicable).
Access to all project
documentation, including, but
nA limited to, business and
functional requirements,
systems architecture and
design, use cases, etc.
Initial discovery and analysis
will be conducted to confirm
the estimated level of effort
in the SOW.
Access to a target -of -test There will be a clear path on
Test Planni Subject Matter Expert to assist how to proceed with the
in application details overall strategy for this
(walkthroughs, documentation
review, etc) engagement.
Open communication channels
with project team members to Exit criteria determined in
determine overall approach and advance of execution
o� measures of success
w
in
Access to testing software, Testing software properly
target -of -test and test lab installed by Engineer
Responsive assistance from
Test appropriate sysadmin team will Connectivity established
Environment be needed to assist in between target -of -test and
troubleshooting any issues test lab
encountered
Coordination with stakeholders Test scripts will be created
to identify proper profile test to target the agreed upon
types and scenarios to be
executed coverage
DECEMBER 02, 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REV5 PAGE 11
Test Design and
v a) Execution
x
w
Sysadmin support for any
issues encountered during
initial development; as well as,
throughout the remainder of the
engagement that may span
multiple execution iterations.
Test
scripts
will be executed
and
data
collected
The City's QA Performance Testing project will be performed on Fixed Price basis. Based on the information
provided by the City, The total project price for this engagement will be $66,945.00. This price includes the
cost of the tool selected for this project, and any and all expenses for travel, lodging, and living expenses
incurred pursuant to this Agreement.
We will have a resource onsite for two weeks for Phase I —Staging, they will otherwise work remotely for the
remainder of the engagement. If the TEKsystems consultant needs to be onsite at any other time during the
project the price of the project will require adjustment.
Any increase in price in excess of $25,000 must be approved by the Fort Worth City Council.
If a deliverable stated in a billing period is not met due to a dependency or assumption in the following
sections TEKsystems will require full payment of amount due for the billing period.
1/18/2010 — 1/29/2010 Install and configure the Performance $16,736.25
testing tool
® Start Test Script creation to target the
agreed upon coverage
2/1/2010 — 2/12/2010 Successfully run preliminary connectivity $25,208.75
tests to the Time and Labor, Open
Enrollment, and Talent Acquisition
module
2/15/2010 — 2/26/2010 Complete Test script creation to target $25,000,00
the agreed upon coverage
® Complete Performance Test Execution
Payment shall not be made for any deliverable until the deliverable has been accepted by the City in the form
of the Deliverable Acceptance Form attached as Exhibit "B".
DECEMBER 02. 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REV5 PAGE 12
TEKsystems Global Services, LLC shall invoice client on a Fixed Us as defined by the SOW upon
Acceptance of each Deliverable/Milestone. TEKsystems' invoices shall describe the following for each
individual performing Services for Client: (i) the time period for which work and expenses are billed; (ii) the
quantity of work performed; (iii) individual hourly rates being charged; and (v) totals charges for the services.
Invoices submitted by TEKsystems to Client are presumed to be accurate and fully payable on the terms
contained therein unless disputed by Client within ten (10) business days after Client's receipt of the invoice.
Payment in full for invoices shall be due within thirty (30) days from invoice date. Invoices that are more than
fourteen (14) days past due are subject to a late charge of one percent (1%) per month on the amount of the
past due balance. Late charges shall be calculated using the U.S. Method, therefore interest will not be
compounded on the past due balance.
Information provided by The City was used to determine the Level of Effort and pricing contained in this SOW.
The following assumptions are associated with the planning and execution of this engagement:
1. Assumptions are made based upon current knowledge of the planned system and the City
organization.
2. The known dependencies necessary for successful completion of the deliverables outlined in this
SOW are consistently met.
3. The City will provide suitable workspace, internet access, and phone access for the TEKsystems, Inc.
resource(s) when working from the City's facility.
4. The estimates proposed herein are based on the information available to TEKsystems at this time.
5. The fixed price includes 2 weeks of travel and is based on the assumption that the City will provide
remote access for 6 weeks. Should the City not be able to provide remote connectivity, a change
order will be processed to cover the additional required travel costs.
6. The application will be in a stable state prior to test tool installation and execution, i.e. there will be no
adverse or impeding defects present that prevent the scoped workflow from being executed properly.
7. Development environment will be ready in December. Testing environment will not be ready until
January. However the client has agreed that scripting and setup will start in the development
environment and will be moved to testing environment when it becomes available.
8. The City will provide administrator -level -access to the Target -of -Test environment to allow the
performance testing tool to capture and record all statistics.
Should there be any changes to assumptions or other factors included in this SOW, or should any
dependencies not be met, the price included in this SOW may be changed. Any increase in price in excess of
$25,000 must be approved by the Fort Worth City Council. The Change Control process will be used to
provide the City with complete control over budget, scope and schedule changes.
As with any project, the success of this project will require close cooperation among the team and the City
organization. Specifically, for this project, its success will depend on the following.
1. This SOW encompasses only the Provider Portal application identified in the scope and approach
sections of this document. It does not include other City systems, web page(s) and projects.
DECF_MBER 02, 2009 THE CITY OF FORT WORTH oA PERFORMANCE TESTING SOW REV5 PAGE 13
global
TT K services, uc >,
systems.
2. The City resources will be available during the course of the project.
3. The TEKsystems team resources will need access to and cooperation from vendor development
team and City Development, QA, IT, and Business resources.
4. The TEKsystems team will have uninterrupted access to the correct version of the software and
environments required during normal business hours.
5. All access and connectivity issues are resolved by the start of engagement; at that time, all team
members must have access to all required resources.
6. The client will be responsible for installing test agent machines for WAN load testing. TEKsystems'
Sr. Performance Engineer will need administrative access to each of the test agent machines. A
maximum of 3 sites will be designated and agreed upon during Phase 1 for WAN load testing.
7. The City's Data Base restore turnaround time will need to be a maximum of 4 hours in order to
expedite multiple testing runs a day.
8. Client must have 85% of functionality testing complete prior to performance execution.
9. The targeted PeopleSoft modules Time and Labor, Open Enrollment, and Talent Acquisition must be
in a stable state with no adverse or impeding defects present and at least 75% of development and
configurations must be completed prior to TEKsystems Phase I start
10. Recruiting module will not be ready until January 2010,
11. Testing environment will be ready February 1, 2010.
12. Suitable City representatives will provide a walkthrough of the features contained within the scope of
this initiative in order to facilitate the analysis.
13. The TEKsystems team resources will need access to all project documentation, including, but not
limited to, business and functional requirements, systems architecture and design, use cases, etc.
necessary for proper performance test strategy development.
14. The TEKsystems team resources will need access to documentation of the application in addition to
what was provided in order to generate this proposal.
15. The TEKsystems team resources will need access to a list of any issues with the application that may
or may not be documented.
16. Responsiveness of City team members to TEKsystems requests and issues is anticipated to be
within reason so as to not adversely impact delivery schedules. If issues do arise, TEKsystems will
escalate to management accordingly to a mutually agreed upon escalation process.
17. The project resources will need access to City Project Management to review priorities, steer the
project, attend status meetings and approve project deliverables.
TEKsystems has structured this SOW based on information provided by the City. The pricing and the project
timeline as presented is based on TEKsystems' current understanding of the project, the skill sets of the
project team, and the scope of responsibilities as written in this SOW. This section describes the process for
modifying this SOW after execution.
The Change Control process will be used to manage engagement -level change with respect to SOW
contents, including but not limited to changes in scope, schedule, responsibilities, location(s), resources
and/or price.
DECEMBER 02, 2009 THE CITY OF FORT WORTH OA PERFORMANCE TESTING SOW REV5 PAGE 14
Changes to the SOW may be requested at any time by either party and must be submitted in wrng to the
other party. TEKsystems will develop a formal Project Change Request (PCR) outlining all adjustments. Since
a change may affect the price, schedule, and/or other terms of the SOW, both the authorized individual of the
City and TEKsystems must approve each change and sign the PCR before amending the SOW and
implementing the change/commencing work. Notwithstanding, any increase in price in excess of $25,000
must be approved by the Fort Worth City Council. During Planning, TEKsystems and the City representatives
will define the Change Control process in detail, identifying the team and steps for review and evaluation of
PCRs as appropriate for this specific engagement.
Any project -level changes that do not require changes to the SOW (e.g., application coding requirements
shift, specific developer tasks assignment, etc.) will be managed at the discretion of TEKsystems and the City
project management. PCRs may be used to document these non -material project changes as well as material
changes that affect the SOW.
Client shall have fifteen (15) business days from TEKsystems' stated completion of the Services to test any
delivered Services or software and determine whether it complies with the applicable SOW and Change
Orders. Client shall indicate acceptance by approving the deliverable in writing in a form of the attached
Exhibit T." If the deliverable does not meet the acceptance criteria as set forth in the SOW when it is offered
by TEKsystems for Client's acceptance, Client will give TEKsystems detailed written notification of the
deficiency or non-conformance. TEKsystems then shall, within thirty (30) days of receipt of such written
notification, either correct the deficiency or non-conformance or provide Client with a plan acceptable to Client
for correcting the deficiency or non-conformance. If the deficiency cannot be corrected or the plan is not
acceptable to the Client, the Client shall be entitled to retain payment due for the particular deliverable until
the issue is resolved to the Client's satisfaction.
If for some reason the City perceives that performance criteria have not been met for a particular request, the
following escalation procedures will be utilized. The table below defines second levels of escalation, the City
and TEKsystems resources associated with each level, and the expected turnaround time for a response and
pending action plan.
Rich White Linda Otto
First Two Business Day
Proiect Manager Manager, Office of QA
Second
Mai Train
Assistant IT Director
Matt Nildenbrand
Director, QA Testi
Two Business Day
DECEMBER 02, 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REV5 PAGE 15
global
TE services, llc ,
systems
STATEMENT Ur WORK ACCEPTANCE
The signature below indicates acceptance and provides authorization for TEKsystems to proceed
with the project as outlined in the Statement of Work.
I certify that I have the authority to accept this Statement of Work and to bind the City of Fort
Worth and TEKsystems Global Services, LLC to its Terms and Conditions.
Accepted by:
The City of Fort Worth, TX
Assistan
ager�
Printed Title
Date
Accepted by:
TEKsystems Global Services, LLC
d
PrinteName
Marty
Printed Title
Signature
Date
DECEMBER 02, 2009 THE CITY OF FORT WORTH QA PERFORMANCE TESTING SOW REVS
OFF{ClAL RECQRD
CITY SECRETARY
FT. WGATH, T�
r UJULLI
•-`L
Deliverable Acceptance Form.
Services Delivered:
Milestone /Deliverable Ref. #:
Milestone /Deliverable Name:
Unit Testing Completion Date:
Milestone /Deliverable Target Completion Date:
Milestone /Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Contractor:
Signature:
Printed Name:
Title:
Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including penalties:
Approved Payment Amount:
Approved by Director:
Signature:
Printed Name:
Title:
Date:
Professional Services Agreement
TekSystems Global Services
Page 3 of 11
M&C Rev.2w
COUNCIL ACTION: Approved on 112/8/2009
DATE: 12/8/2009 REFERENCE NO.:
CODE: C TYPE:
**C-23930 LOG NAME: 04TEKSYSTEMS GLOBAL
SERVICES
CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize a Contract with TEKsystems Global Services, LLC, to Provide Performance Testing and Analysis Services
for PeopleSoft for the Human Resources and Payroll Phase I of Enterprise Resource Planning Using a General
Services Administration Contract in an Amount Not to Exceed $66,945.00
RECOMMENDATION:
Authorize the City Manager to execute a contract with TEKsystems Global Services, LLC, to provide
performance testing and analysis services for PeopleSoft for the Human Resources and Payroll Phase
I of Enterprise Resource Planning using General Services Administration Contract No. GS-35F-0353L
in an amount not to exceed $66,945,00,
DISCUSSION•
The City of Fort Worth (City) is currently engaged in an Enterprise Resource Planning (ERP) Phase I
project to replace the City's Human Resources (HR) and Payroll systems with an ERP solution. On
November 11, 2008, (M&C C-23173), City Council authorized the purchase of PeopleSoft to be the
City's ERP system for HR and Payroll.
As part of the implementation of PeopleSoft, staff recommends that the performance of the new system
be tested and validated. This testing will ensure that the new system will be able to handle the
anticipated usage and peak loads to which it will be subjected. This is commonly known as "load
testing" and "stress testing." During performance testing, application response times, transaction rates
and other time sensitive requirements of the ERP system will be measured and evaluated to verify that
performance requirements have been achieved.
Staff recommends engaging TEKsystems Global Services, LLC, (TEKsystems) as a third party to
validate the performance benchmarks for the new system. TEKsystems proposes to meet the City's
needs by providing one senior -level performance test engineer who will work on site to install, prepare
and assist staff with their testing requirements. Additionally, TEKsystems will provide the performance
tool necessary to conduct the performance testing. Funding for this contract will be provided from
existing and available funds in the ERP Phase I project budget.
The E-Government Act of 2002 authorized General Services Administration (GSA) sales of technology
products and services to State and Local Governments. Procuring goods and series through this
cooperative purchasing program satisfies otherwise applicable bidding requirements.
M/WBE - A waiver of the goal of M/VVBE subcontracting requirements was requested by the
Information Technology Solutions Department and approved by the M/WBE Office because the
purchase of goods and services is from sources where subcontracting or supplier opportunities are
negligible.
ADMINISTRATIVE INCREASE - An administrative increase or change order may be made by the City
Manager for an amount up to $25,000.00 and does not require specific City Council approval as long
http://apps.cfwnet.org/council packet/mc_review.asp?ID=12706&councildate=l2/8/2009 (1 of 2) [12/9/2009 10:12:30 AM]
M&C Review
as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current capital
budget, as appropriated, for the ERP Capital Project Fund.
TO Fund/Account/Centers
Submitted for City Manager's
Office by
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FROM Fund/Account/Centers
C296 539120 041030078480 $669945,00
Karen Montgomery (6222)
Peter Anderson (8781)
Mai Tran (8858)
http://apps.cfwnet.org/council packet/mc_review.asp?ID=12706&councildate=l2/8/2009 (2 of 2) [12/9/2009 10:12:30 AM]
Y SECRETARY
==ONTRpCT NO. A -N
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") Is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its' principal
location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the lawsdof the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and TEKsystems Global
Services, LLC ("TEKsystems") a Maryland Limited Liability Company, with its principal location at 7437
Race Road, Hanover, MD 21076
1. The Network. The City owns and_.operates a computing enviroriment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to provide Performance Testing.
In order to provide the necessary support, Contractor needs access to [description of specific. Network
systems to which Contractor requires access, i.e. Internet, Intranet, email, HEAT System, etc].
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing Performance Testing. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user Us and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then, this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, whichever occurs first. Services are being provided in accordance with City Secretary Contract
No. CSD39605.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of
access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without,1q.fn thaYilD
Upon termination of this Agreement, Contractor agrees to remove entirely any rM%1 T WtYMV4n"XA
FTT, WORTH, TX
Vendor NM
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
. ; 7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor -owned equipment that contains City -provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City -provided
Network credentials, and unauthorized use or sharing of Network credentials.
i 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE
i FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR
ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS
TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR
ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR
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 THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'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 CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES,
9. Confidential Information. Contractor, for itself and its officers, agents, employees, and
representativesI 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. Contractor
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. Contractor
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
10. Right to Audit. Contractor agrees that the City shalt, during the initial term, any renewal terms,
and until the expiration of three (3) years after termination or expiration of this contract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of the Contractor involving transactions relating to this
Agreement. Contractor agrees that the City shall have access during normal working hours to all
necessary Contractor 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 Contractor
reasonable advance notice of intended audits. Contractor further agrees to include in all its
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City
shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination
or expiration of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books, data, documents, papers and records, both hard copy and electronic, 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.
Vendor NAA 2 Rev. 2/23/2009
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the Clly signed by Contractor. This
Agreement and any other documents Incorporated herein by reference constitute the entire
understanding and Agreement between the City and Contractor as to the matters contained herein
regarding Contractor's access to and use of the City's Network.
12. Amendments. 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 Contractor.
13. Assignment. Contractor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. 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.
I
15. Force Maieure. Each party shall exercise its best efforts to meet its 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.
16. Governing Law /Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authority. The signature below of an authorized representative acknowledges that the
Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein.
ACCEPTED AND AGREED:
CITY OF
l�aren L. Montgomery
Assistant City Ma gager
Date: J�lR. � � ,� f �''
A'
By
As
M�
�T:
Vendor NAA 3 Rev. 2/23/2009