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HomeMy WebLinkAboutContract 39993w . � PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), 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 MAINLINE INFORMATION SYSTEMS INC. ("Consultant"), a Florida Corporation and acting by and through Bobbi J. Coffey, its duly authorized Chief Financial Officer. CONTRACT DOCUMENTS. The Contract Documents for this Agreement shall consist of the following: A. This Professional Services Agreement B. Exhibit A - Statement of Work C. Exhibit B - Network Access Agreement D. Exhibit C — Pricing Schedule and Other Applicable All exhibits are attached hereto, incorporated herein, and made a part of this Agreement for all purposes. In the event of a conflict between the documents, the order of precedence shall be (1) Professional Services Agreement, (2) the Statement of Work, and (3) Network Access Agreement. Notwithstanding the foregoing, the Network Access Agreement shall take precedence in any conflicting matters related to computer or network security. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of supporting the mainframe environment. 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 expire February 23, 2011, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION, The City shall pay Consultant an amount not to exceed $180,000.00 in accordance with the provisions of this Agreement. 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. RECORD �°`fi`P SECRETARY Professional Services Agreement T. WORTH, TX Mainline Information Systems, Inc. Page 1 of 7 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 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 Agreement 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. 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, Professional Services Agreement Mainline Information Systems, Inc. Page 2 of 7 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. It is further understood that the City shall in no way be considered a Co -employer or Joint employer of any officers, agents, servants, employees or subcontractors of Consultant. No officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of its officers, agents, servants, employees or subcontractors 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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 OR LOSS ANDIOR 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. UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS, SUPPLIERS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, REVENUE, OR DATA WHETHER IN AN ACTION ARISING IN CONTRACT, TORT, STATUTE OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. 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 accepts sole and complete responsibility for all its obligations under this Agreement including those subcontracted to a third party. 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. �0. 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 to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,Ann ,000 Each Occurrence $1,000,000 Aggregate Professional Services Agreement Mainline Information Systems, Inc. Page 3 of 7 (b) Automobile Liability $1,0001000 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 a ccident/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 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. Professional Services Agreement Mainline Information Systems, Inc. Page 4 of 7 (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. 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: City of Fort Worth/IT Solutions 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Mainline Information Systems, Inc. 1700 Summit Lake Drive Tallahassee, Florida 32317 Attn: General Counsel 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. Notwithstanding the foregoing, each Party retains the right to place and hire personnel in response to general solicitations and ads for employment without being in violation of this Section 14. 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. Professional Services Agreement Mainline Information Systems, Inc. Page 5 of 7 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. 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. 24. SIGNATURE AUTHORITY. 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. Professional Services Agreement Mainline Information Systems, Inc. Page 6 of 7 IN VjJITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this_ � ^day of L&IN20L: CITY OF FORT WORTH: H55i5tdtit �.ity rvicuiayei Date: 3/—A- Y// 0 ATT By: Marty Hend City Secretary APPROVED A�-TO FORM AND Males�hia B. Farmer Assistant City Attorney CONTRACT AUTHORIZATION: M&C: C-24095 Date Approved: 2/23/2010 Professional Services Agreement Mainline Information Systems, Inc. Page 7 of 7 MAINLINE INFORMATION SYSETMS9 INC.: By: Name: Bobbi J. Coffey Title: Chief Financial Date: I Lol� �fl MY COMMISSION M DD 6306 EXPIRES:January' 10,2terS 011 Bonded Thor Notary Public Statement of Work Creation Date: December 10, 2009 Revision Date: December 10, 2009 Prepared For: Monty Hall Director City of Fort Worth 1000 Throckmorton St Fort Worth, TX 76102 817 392 2888 monty.hall@fortworthgov.org EXHIBIT A MSANumber: MIS-S112409- CFW Document Number: 7YLNEU-1 Presented By: Karen Donohue Account Executive Mainline Information Systems, Inc. 850.219.5000 karen.donohue@mainline.com Purpose The purpose of this Statement of Work ("SOW") is to define the roles and responsibilities of both parties, and the deliverables and completion criteria of this engagement. This SOW is by and between City of Fort Worth ("CLIENT") and Mainline Information Systems, Inc. ("MAINLINE"), and is subject to the terms and conditions of the Master Service Agreement ("Agreement") MIS-S112409-CFW. Management MAINLINE will provide a Point of Contact ("POC") for the duration of this engagement. The MAINLINE POC will work remotely with your designated POC to coordinate and schedule tasks assigned to MAINLINE personnel. The POC will work with you to establish a framework for communications and reporting related to procedural and contractual activities; limited to documentation or deliverables listed in this SOW and any changes to scope requiring a Project Change Request ("PCR"). The MAINLINE POC will serve as an escalation point for both parties to report any issues that could impact successful delivery of this SOW. Change Control Procedure Changes required to this SOW could result in corresponding changes to the price, estimated completion dates, responsibilities of parties, scope of services, or other provisions of the project. Any change to this SOW in either scope or deliverables shall be submitted in writing via the PCR Form (Attachment A) to MAINLINE. PCRs will adhere to the following procedure. �'n ��"'�� Page 1 - (Mainline -confidential) �•,,, __ _ Beslnas 1. Either the CLIENT or MAINLINE may initiate a change request by submitting a written PCR Form to the MAINLINE POC and the CLIENT POC. 2. MAINLINE will be responsible for logging and tracking PCRs. The MAINLINE POC will forward the PCR to the project team for review if applicable. 3. upon completion of the evaluation by MAINLINE and the project team and prior to performing any work, the MAINLINE POC will submit the written results to the CLIENT. These results must include any impact on cost, schedule, performance, and a recommended method for implementation, testing and acceptance by CLIENT. 4. If CLIENT POC agrees in writing to the impact that such change will have on the cost, schedule, performance, and any other issue raised by the MAINLINE evaluation, the project will be adjusted to accommodate the PCR and MAINLINE shall proceed to perform the change. Payment of the cost of the change, as specified in the PCR shall be paid in accordance with this SOW between CLIENT and MAINLINE. ��; n � � �� Page 2 - (Mainline -confidential) �m,,, Budnes Item Code: Quantity: Description: Mainline Tasks MPS SystemSupport Offering 7YLNEU-1 MPSSYSSUP 1 Provide a consultant to support the CLIENTs Mainframe Operating System. Projects to be assigned by the CLIENT. Assumptions: Jim Wangler will be the main system programmer assigned to this account. If Jim is unavailable, a Mainline tech will be his backup, and will be considered out -of - scope of this SOW. The hourly rate for out -of -scope hours will be $150 per hour. Jim Wangler is local to the CLIENT, therefore travel and living is included in the monthly rate. If another Technical person is required to be onsite, those travel and living costs will be billable to the CLIENT. Client Responsibilities To ensure the success of this engagement, CLIENT will assign resources to fulfill the following responsibilities. Assign an individual to act as the POC between MAINLINE and the CLIENT for the duration of this engagement. He/she will have the authority to act for the CLIENT in all aspects of the contract. This individual will. 1. Obtain and Provide applicable information, data, decisions, and approvals as required by MAINLINE to perform the Services, within two (2) business days of a MAINLINE request. 2. Assist in the development of installation and project plans as appropriate. 3. Provide access to and information for the systems required to fulfill this engagement. 4. Where applicable, ensure all necessary hardware is onsite and satisfy all environmental requirements prior to MAINLINE technical personnel's arrival. 5. Where applicable, CLIENT will ensure that all hardware and software related to this engagement are at current or supported maintenance levels. 6. Prior to making your facilities, software, hardware, networks or other similar resources available to MAINLINE, promptly obtain any licenses or approvals necessary for MAINLINE or it's subcontractors to use, access and modify such resources to the extent necessary for MAINLINE to perform the Services, including the development of any Materials. MAINLINE will be relieved of it's obligations to the extent your failure to promptly obtain such licenses or approvals adversely affects MAINLINE's ability to perform its obligations. If a third party asserts a claim against MAINLINE as a result of your failure to promptly obtain these licenses or approvals, you agree to reimburse MAINLINE for any costs or damages that MAINLINE may reasonably incur in connect with such claim. 7. Be responsible for the content of any database, system or server, the selection and implementation of control on its access and use, backup and recovery of the security of the stored data on same. This security will also include any procedures necessary to safeguard the integrity and security of software and data used in the Services from access by unauthorized personnel. 8. Participate in meetings, as required, and ensure the completion of any CLIENT action items coming out of these meetings. 9. Have authorization to sign project status reports and approve change requests related to this engagement. 10. Have authorization to review and approve all deliverables. 11. Assign CLIENT resources as appropriate to work with MAINLINE throughout this engagement. 12. Determine the priorities if multiple tasks are assigned to MAINLINE personnel. 13. At project completion, provide CLIENT sign -off of Project Acceptance Documentation. n � � n � Page 4 - (Mainline -confidential) �� �,�,,, Butlneft CLIENT is responsible to provide an environmentally safe working environment, commensurate with the number of on -site MAINLINE consultants. The work area will include. • Computer workstations • Software/tools • Network access • Telephones • Desks • Other general office equipment (as provided to their own staff) as and when needed to facilitate project completion by MAINLINE personnel • Printing and reproduction facilities for project staff while working on CLIENT premises • All building and system access items, such as user ids and passwords, and access badges in a timely manner Failure of CLIENT to provide for any of the preceding requirements may invoke the Change Control Procedure, and may result in additional time or cost requirements. CLIENT shall be liable for any delays to the delivery schedule specified in this SOW caused by the CLIENT, its vendor(s), or resulting from CLIENT's failure to fulfill any of its obligations. MAINLINE may charge CLIENT for any additional charges or losses incurred by MAINLINE as a result of such delays. MAINLINE may adjust the affected delivery schedule accordingly. Security Disc/aimer As a matter of security best practice, MAINLINE does not and will not maintain a record of any administrative passwords used in the engagement. CLIENT acknowledges sole responsibility for ongoing maintenance and record -keeping requirements for these accounts. Completion Criteria Services as described in this SOW will be considered complete when: • The tasks/deliverables/responsibilities specified above are provided, or • The project is terminated under the applicable provisions of the Agreement. Upon completion of the project, CLIENT may be requested to sign a Project Acceptance Document, if MAINLINE determines there is a need for additional clarification of the scope and acceptance of services provided to CLIENT. A sample Project Acceptance Document is attached hereto as Exhibit B. ;,, RA �' " l inn Page 5 - (Mainline -confidential) Terms and Pricing Document Control Number: 06555-12102009 Services Product Description MPSSYSSUP MPS System Support Travel Time Rate. Travel & Living Expenses Target Start Date: Qty 12 Included Included Unit Sales Extended Sales Price $15,000.00 $180,000.00 $180,000.00 Grand Total: $180,000.00 January 1, 2010 This is a fixed fee contract. CLIENT will be invoiced monthly for $15,000 for a period of 12 months. Any out -of -scope hours will be billed monthly at the rate of $150 per hour. CLIENT agrees and acknowledges that any suspension, rescheduling, or termination of the Services described in this SOW may subject CLIENT to a fee in accordance with CLIENT's Agreement. Unless otherwise stated, all pricing, quotes, and invoicing will be in US dollars. CLIENT agrees that the above totals represent the commercially reasonable efforts by MAINLINE to accurately determine the labor and expenses required to perform the defined project based on currently available information and are subject to change, unless noted otherwise. CLIENT agrees that CLIENT has conveyed to MAINLINE, an all-inclusive description of the services that are to be provided by MAINLINE. MAINLINE agrees to promptly notify the CLIENT if changes or modifications are required to the scope of work, pricing, or responsibilities of the parties in the SOW, and will include detailed support for said changes or modifications. Page 6 - (Mainline -confidential) �m181 Butlness Approvals Mainframe Support 06555-12102009 This SOW is subject to the terms and conditions of the Agreement. If CLIENT does not execute an Agreement with MAINLINE prior to, or simultaneous with, the execution of this SOW, then CLIENT agrees and acknowledges that this SOW shall be subject to MAINLINE's standard terms and conditions. Both parties warrant and represent that they have authority to execute this SOW on behalf of their company and bind them to the obligations. Price is valid for 60 days and subject to applicable taxes. IN WITNESS HEREOF, CLIENT and MAINLINE have caused this Attachment to be executed by their duly authorized signatures. City of Fort Worth BY: (AUTH MAINLIN BY: NAME: iC�ren t,. i�ontgomer� NAME: (PRINTED) TITLE: DATE: Services Contracts Administrator MAINLINE INFORMATION SYSTEMS, IN 17 W 635 Butterfield Road - Suite 120 Oakbrook Terrace, Illinois 60181 TITLE: DATE: byo MS, INC. D SIGNATURE) (PRINTED) • Faye' 888-242-9497 ��ail: Services.Contracts@Mainline.com Website: www.mainIine.com I � � Page 7 - (Mainline -confidential) �mler ', i 8ednea Exhibit A: Project Change Request (PCR) Form PROJECT CHANGE REQUEST FORM Document Description A Project Change Request is initiated due to a deviation from the original project scope, cost or schedule, as defined in the statement of work subsequent change orders or PCRs. Client Name City of Fort Worth MSR # 06555-12102009 Project Name Mainframe Support Project Sponsor Monty Hall Services Practice Manager(s) Barbara Heppner PCR # Date Project Manager(s) Re uestor s Detailed description of proposed change: Justification for proposed change: Impact of Change Request: Scope Cost Schedule It is understood and agreed that all services provided in accordance with this PCR are subject to the terms and conditions of the Services Agreement currently in effect between the CLIENT and Mainline Information Systems, Inc., ("MAINLINE") signed by CLIENT on and by MAINLINE on Payment for the above charge shall be paid pursuant to the terms of the Services Agreement. m NAME: TITLE: DATE: CLIENT (Authorized Signature) BY: (PRINTED) ��1f7�I11� NAME: TITLE: DATE: MAINLINE (Authorized Signature) Page 8 - (Mainline -confidential) (PRINTED) �Premler Butlnds P�riner Exhibit_ tinProject Acceptance Document Mainframe Support 06555-12102009 PROJECT ACCEPTANCE DOCUMENT City of Fort Worth acknowledges that the execution of this document represents acceptance of the MAINLINE INFORMATION SYSTEMS INC. services described in this Statement of Work (SOW) and, if any, all Changes and Revisions to the original SOW for the MAINLINE INFORMATION SYSTEMS INC. project listed above. Furthermore, you acknowledge that MAINLINE INFORMATION SYSTEMS INC. has completed all tasks as assigned and the deliverables requested, and authorize the processing and payment of the final invoice for these services. Thank you for doing business with MAINLINE INFORMATION SYSTEMS, INC. It has been our pleasure to serve you. ** Please sign this document upon COMPLETION of this project. City of Fort Worth (AUTHORIZED SIGNATURE) NAME: (PRINTED) TITLE: DATE: Please return to: Services Contracts Administrator MAINLINE INFORMATION SYSTEMS, INC. 17 W 635 Butterfield Road - Suite 120 Oakbrook Terrace, Illinois 60181 Fax: 888-242-9497 Email: Services.Contracts@Mainline.com Website; www,mainline.com .r ' UMi�""� �r1E' Page 9 - (Mainline -confidential) „r.r . Bntlnen EXHIBIT B 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 laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and MAINLINE INFORMATION SYSTEMS, INC. with its principal location at 1700 Summit Lake Drive, Tallahassee, Florida 32317 ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide support of the mainframe environment. In order to provide the necessary support, Contractor needs access to city's mainframe, 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 support of the mainframe environment. 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 IDs 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. 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. ti. 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 penalty to the City. Vendor NAA Rev. 2/23/2009 Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications 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. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE 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 OMISSIONS) 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 representatives, 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 shall, 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 Network Access Agreement 2 Mainline Information Systems, Inc. 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 City 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, moed, 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. 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 FART WORTH: MAINLINE Karen L. Montgomery NamE Assistant City Magager Title:' Date: _��a��/D Date: ATTEST: A By: 040rtoq Marty Hendrix 0 City Secretary APPROV D S'TO FO AND L AQTY: a 0 000 oon�: q' Assistant Cit ( Attorney 000000�p M & C: \none reauired ��bon=z.aa INC.: �p6ERTs n My COMMISSION # D g�� 1 $ lo bc JaniUnd ers Bonded hm Notary err+rd OFFICIAL RECORQ CITY SECRETARY FT. WORTH, TX Vendor Network Access Agreement Mainline Information Systems, Inc. 3 Rev. 2/23/2009 EXHIBIT U MAINLINE INFORMA TION SYSTEMS, INC. 'S A UTHORIZED GSA SCHEDULE CONTRACT PRICING MAINLINE INFORMATION SYSTEMS, INC.'S INFORMATION TECHNOLOGY LABOR CATEGORY DESCRIPTIONS AND RATES Job Title: Senior Systems/Applications Engineer GSA Rate: $142.41 Minimum / General Experience: Knows one or more Technologies. Examples include, but are not limited to: OS/390, VSE, VM, Linux, MS, AIX, Solaris, OS/400, or Cisco. Has knowledge of Hardware Platforms and Operating Platforms, such as, but not limited to: Storage, Server Consolidation, Virtualization, Systems Administration, or COOP/Disaster Recovery. Knows Sub System or Software Products. Examples include, but are not limited to: CICS, DB2, IMS DB or DC, MQSERIES, WEBSPHERE, Tivoli, Rational, VMware, or Persystent. Functional Responsibility: Perform Senior Systems/Applications Engineer activities, as it relates to: Operating System/Network Software Installation, Customization, Migration and Implementation. Sub System/Application Software Installation, Customization, Migration and Implementation. Performance Tuning and Capacity Planning. Senior Systems/Applications Engineer Staff Augmentation. Software Product Installation, Customization, Migration, Conversion and Implementation. Technical Team Lead in areas of Technical Expertise. Perform the Senior Systems/Applications Engineer activities as it associates with Software/Hardware Installation/Replacement. Education and Experience: 5 years of experience in the Feld Certification in applicable Technology Associates Degree Job Title: Systems/Applications Engineer GSA Rate: $132.92 Minimum /General Experience: Knows one or more Technologies. Examples include, but are not limited to: OS/390, VSE, VM, Linux, MS, AIX, Solaris, OS/400, or Cisco. Has knowledge of Hardware Platforms and Operating Platforms, such as, but not limited to: Storage, Server Consolidation, Virtualization, or COOP/Disaster Recovery. Knows Sub System or Software Products. Examples include, but are not limited to: CICS, DB2, IMS DB or DC, MQSERIES, WEBSPHERE, Tivoli, Rational, VMware, or Persystent. Functional Responsibility: Perform Systems/Applications Engineer activities, as it relates to: Software Installation, Customization, Migration and Implementation. Operating System/Network Sub System/Application Software Installation, Customization, Migration and Implementation. Performance Tuning and Capacity Planning. Systems/Applications Engineer Staff Augmentation. Software Product Installation, Customization, Migration, Conversion and Implementation. Perform the Systems/Applications Engineer activities as it associates with Software/Hardware Installation/Rep lacement. Education and Experience: Job Title: Advanced Architect GSA Rate: P253.02 Minimum / General Experience: Knows one or more Operating Systems. Examples include, but are not limited to: OS/390, VSE, VM, Linux on the 390, i5/OS (OS/400), Linux, AIX, Microsoft Windows 2000, Windows Server 2003, Windows NT, or Solaris. Has detailed knowledge of IBM or third party Vendor Utilities necessary to perform the task assigned. Knows Architectural Operating Systems Constructs and related processes. Knows applicable IBM or third party System Software Products, Functional Responsibility: Perform Advanced Architect activities, as it relates to: Assessment, Design and Integration of Business and Enterprise Systems or Network Architectures. High Availability and Redundant Data Storage Customization, Migration and Implementation. Operating System, Network and Application Security assessments. Program Management of Operating Systems Installation, Customization, Migration and Implementation. Technical Lead for Complex System Software Installation, Customization, Migration and Implementation. Assess, Analyze, Design, and Implements Processes for Operating Systems Asset Management, Performance Monitoring, and Quality Assurance. Performance Optimization and Capacity Planning. Education and Experience: 10 years of experience in the Held Master's Degree in Computer Science, Information Systems, or related field Maittlirte Inforntatiott Syste»ts, Ittc. GS-35F-02I6L Page 29 (850) 219-SOOOMain14814e bformation Systetns, htc. GS-35F-02I6L Page 30 (850) 219-5000 M"Ar Review DATE: 2/23/2010 REFERENCE an CODE: C TYPE: **C-24095 LOG NAME: 04MAINLINE INFORMATION SYSTEMS INC CONSENTPUBLIC HEARING: NO SUBJECT: Authorize Professional Services Agreement with Mainline Information Systems, Inc,, for Services to Support the City's Mainframe Operating Environment for the Information Technology Solutions Department Using a General Services Administration Contract No. GS-35F-0216L for an Amount Not to Exceed $180,000.00 It is recommended that the City Council authorize a professional services agreement with Mainline Information Systems, Inc., for services to support the City's mainframe operating environment utilizing the General Services Administration Contract, GS-35F- 0216L, for an amount not to exceed $180,000.00. DISCUSSION• The Information Technology Solutions Department (ITS) will use this agreement to secure professional services to support the City's mainframe operating environment. This agreement will provide for routine maintenance of the operating system as well as upgrades to the operating system software and related Independent Software Vendor (ISV) products. Additionally, this agreement will be used to complete upcoming projects such as archive migration and other implementation services. The term of this agreement shall be for a period of one year: This contract is recommended pending the results of the Sourcing Project; the contract can be terminated with 30 days notice if necessary. State law provides that a local government purchasing an item under a General Services Administration (GSA) contract satisfies state laws requiring that the local government seek competitive bids for purchase of the item. GSA contracts have been competitively bid to increase and simplify the purchasing power of local government entities. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Information Technology Solutions Department and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. TO Fund/Account/Centers FROM Fund/Account/Centers P168 539120 0043000 $180,000.00 http://apps.cfwnet.org/council_packet/mc_review.asp?ID=12979&councildate=2/23/2010 (1 of 2) [2JZ5/2010 8:22:36 AM] CITY SEC �' �`` 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"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duty authorized Assistant City Manager, and MAINLINE INFORMATION SYSTEMS INC. ("Consultant"), a Florida Corporation and acting by and through Bobbi J. Coffey, its duly authorized Chief Financial Officer, CONTRACT DOCUMENTS. The Contract Documents for this Agreement shah consist of the following: A. This Professional Services Agreement B. Exhibit A - Statement of Work C. Exhibit B - Network Access Agreement D. Exhibit C — Pricing Schedule and Other Applicable Terms of Government Services Contract No. G&35F-0216L Ail exhibits are attached hereto, incorporated herein, and made a part of this Agreement for ail purposes. In the event of a conflict between the documents, the order of precedence shall be (1) Professional Services Agreement, (2) the Statement of Work, and (3) Network Access Agreement. Notwithstanding the foregoing, the Network Access Agreement shall take precedence in any conflicting matters related to computer or network security. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of supporting fhe mainframe environment. 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 expire February 23, 2011, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed �180,000.00 in accordance with the provisions of this Agreement. 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. Professional Services Agreement Mainline Information Systems, Inc. Page 7 of 7 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. It is further understood that the City shall in no way be considered a Co -employer or Joint employer of any officers, agents, servants, employees or subcontractors of Consultant. No officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of its officers, agents, servants, employees or subcontractors 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE L{ABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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 OR LOSS ANDIOR 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. UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS OFFICERS, QIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS, SUPPLIERS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, REVENUE, OR DATA WHETHER IN AN ACTION ARISING IN CONTRACT, TORT, STATUTE OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. 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 accepts sole and complete responsibility for all its obligations under this Agreement including those subcontracted to a third parry. 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. 1 U. 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 to this Agreement: 10.1 Coveraqe and Limits (a) Commercial General Liability $1,000,000 Each Occurrence 1,Q00,000 Aggregate Professional Services Agreement Mainline Information Systems, Inc. Page 3 o47 (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. 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: City of Fort WorthJIT Solutions 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Mainline Information Systems, Inc. 17 )0 Summit Lake Drive Tallahassee, Florida 32317 Attn: General Counsel 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 ar 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. Notwithstanding the foregoing, each Party retains the right to place and hire personnel in response to general solicitations and ads for employment without being in violation of this Section 14. 15. GOVERNMENTAL POWERS. It is understood and agreed that by ex_ecufion of this Agreement, the City does not waive or surrender any of its governments! 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. Professional Services Agreement Mainline Information Systems, Inc. Page 5 of 7 4 be IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this?day of 20� CITY OF FORT WORTH: MAINLINE INFORMATION SYSETMS, INC.: By: Karen L. Montgomery Assistant City Manager Date: :z X� Lu By: Marty Hend City Secretary r APPROVED AS TO FORM AND LEG Male is B. Farmer Assistant City Attorney CONTRACT AUTHORIZATION: M&C: C-24095 Date Approved: 2/23(2010 Professional Services Agreement Mainline Information Systems, Inc. Page 7 of 7 Name: Bobbi J. Coffe , Title: Chief Financial fficer.' MY CpMM155tON B OD 630077 EXPIRES:Januery 1g,2011 Bonded Thru Nutwy Public Undeffbm 1. Either the CLIENT or MAINLINE may initiate a change request by submitting a written PCR Form to the MAINLINE POC and the CLIENT POC, 2. MAINLINE will be responsible for logging and tracking PCRs. The MAINLINE POC will forward the PCR to the project team for review if applicable. 3. Upon completion of the evaluation by MAINLINE and the project team and prior to performing any work, the MAINLINE POC will submit the written results to the CLIENT. These results must Include any impact on cost, schedule, performance, and a recommended method for implementation, testing and acceptance by CLIENT. 4. If CLIENT POC agrees in writing to the Impact that such change will have an the cost, schedule, performance, and any other issue raised by the MAINLINE evaluation, the project will be adjusted to accommodate the PCR and MAINLINE shall proceed to perform the change. Payment of the cost of the change, as specified in the PCR shall be paid in accordance with this SOW between CLIENT and MAINLINE. Page 2 - (Mainline -confidential} Client Responsibilities To ensure the success of this engagement, CLIENT will assign resources to fulfill the foilowing responsibilities. Assign an individual to act as the POC between MAINLINE and the CLIENT for the duration of this engagement. He/she will have the authority to act for the CLIENT in ail aspects of the contract. This individual will: 1. Obtain and Provide applicable information, data, decisions, and approvals as required by MAINLINE to perform the Services, within two (2) business days of a MAINLINE request. 2. Assist in the development of installation and project plans as appropriate. 3. Provide access to and information for the systems required to fulfill this engagement. 4. Where applicable, ensure all necessary hardware is onsite and satisfy all environmental requirements prior to MAINLINE technical personnel's arrival. 5. Where applicable, CLIENT will ensure that all hardware and software related to this engagement are at current or supported maintenance levels. 6. Prior to making your facilities, software, hardware, networks or other similar resources available to MAINLINE, promptly obtain any licenses or approvals necessary for MAINLINE or it's subcontractors to use, access and modify such resources to the extent necessary for MAINLINE to perform the Services, including the development of any Materials. MAINLINE will be relieved of it's obligations to the extent your failure to promptly obtain such licenses or approvals adversely affects MAINLINE's ability to perform its obligations, if a third party asserts a claim against MAINLINE as a result of your failure to promptly obtain these licenses or approvals, you agree to reimburse MAINLINE for any costs or damages that MAINLINE may reasonably incur in connect with such claim. 7. Be responsible for the content of any database, system or server, the selection and implementation of control on its access and use, backup and recovery of the security of the stored data on same. This security will also include any procedures necessary to safeguard the integrity and security of software and data used in the Services from access by unauthorized personnel. 8. Participate in meetings, as required, and ensure the completion of any CLIENT action items coming out of these meetings. 9. Have authorization to sign project status reports and approve change requests related to this engagement. 1O. Have authorization to review and approve all deliverables. ii. Assign CLIENT resources as appropriate to work with MAINLINE throughout this engagement. i2. Determine the priorities if multiple tasks are assigned to MAINLINE personnel. 13. At project completion, provide CLIENT sign -off of Project Acceptance Documentation. Services Product MPSSYSSUP Terms and Pricing Document Control Number: 06555-12102009 Description MPS System Support Travel Time Rate: Travel &Living Expenses Target Start Date_ W 12 Included Included Unit Sales $15,000.00 Grand iota!: January 1, 2010 Extended Sales Price $180,000.00 $iso,000.00 This is a fixed fee contract. CLIENT will be invoiced monthly for $15,000 for a period of 12 months. Any out -of -scope hours will be billed monthly at the rate of $150 per hour. CLIENT agrees and acknowledges that any suspension, rescheduling, or termination of the Services described in this SOW may subject CLIENT to a fee in accordance with CLIENT's Agreement. Unless otherwise stated, all pricing, quotes, and invoicing will be in US dollars. CLIENT agrees that the above totals represent the commercially reasonable efforts by MAINLINE to accurately determine the labor and expenses required to perform the defined project based on currently available information and are subject to change, unless noted otherwise. CLIENT agrees that CLIENT has conveyed to MAINLINE, an a!1-inclusive description of the services that are to be provided by MAINLINE. MAINLINE agrees to promptly notify the CLIENT if changes or modifications are required to the scope of work; pricing, or responsibilities of the parties in the SOW, and will include detailed support for said changes or modifications. Page 6 - (Mainline - confidenfialj Exhibit A: Project Change Request (PCR) Form PR07ECT CHANGE REQUEST FORM It is understood and agreed that ali services provided in accordance with this PCR are subject to the terms and conditions of the Services Agreement currently in effect between the CLIENT and Mainline Information Systems, Inc., ("MAINLINE") signed by CLIENT on and by MAINLINE on Payment for the above charge shall be paid pursuant to the terms of the Services Agreement. BY: CLIENT (Authorized Signature) NAME: (PRINTED) TITLE: DATE: BY: NAME: TITLE: DATE: MAINLINE (Authorized Signature) Page 8 - (Mainline - confidential) (PRINTED) EXHIBIT B 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 laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and MAINLINE INFORMATION SYSTEMS, INC. with its principal location at 1700 Summit Lake Drive, Tallahassee, Florida 32317 ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide support of the mainframe environment. In order to provide the necessary support, Contractor needs access to city's mainframe, 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 support of the mainframe environment. 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. _ . 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually it 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 penalty to the City. Vendor NAA 12ev. 2/23/2009 11. Agreement Cumulative, This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City 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 Citys 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. Severabiiity. 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. 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 n Marry Wendrix City Secretary APPROVED Assistant Vendor Network Access Agreement Mainline information Systems, Inc. i< MAINLINE If�RMA',t'fON Title:-=h oAj.k ray: INC.: Rev. 2l23/2009 2 years of experience in the field Certification in applicable Technology Associates Degree Mui�tline luformation Spstes�s, b�c. GS-35F-0216L Page 28 (8430) ZIY-x100 CITY SECRETARY coNTRACT No. i�g; AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO. 39993 PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF FORT WORTH AND MAINLINE INFORMATION SYSTEMS INC. This Amendment No. 2 ("Amendment") to City Secretary Contract No. 39993 Professional Services Agreement ("Agreement"), is made and entered into by and between the City of Fort Worth (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton, and Wise Counties, Texas acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Mainline Information Systems, Inc., ("Consultant"), acting by and through Joe Elebash its duly authorized Chief Financial Officer collectively referred to as the "parties." RECITALS The following provisions are true and correct and form the basis of this Amendment: WHEREAS, on or about March 24, 2010, the parties entered into a Professional Services Agreement ("Agreement") for professional consulting services to support Client's Mainframe Operating System under the terms and conditions set forth in the Agreement. The Agreement is a public document on file in the City's Secretary Office and referenced as City Secretary Contract No. 39993, and WHEREAS, on or about June 7, 2011, the parties subsequently amended the Agreement via City Secretary Contract No. 39993-A1, to exercise the City's first option to renew the Agreement. City Secretary Contract Nos. 39993 and 39993-A1 are hereby collectively referred to as the (Agreement"): and WHEREAS, the Agreement provided an Initial term of one year with options to renew for three successive one year terms. The City wishes to exercise its second option to renew the Agreement, subject to the terms and conditions of this Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Consultant agree as follows: Section 2 of the agreement shall be modified to extend the term of the Agreement with the extended term commencing February 23, 2013 (the "extension"). on February 24, 2012 and expiring on OFFICIAL RECORD CITY SECRETARY T. WORTH, TX 2. Section 3 COMPENSATION is hereby amended to add the following: During the extension, the City shall pay Consultant an additional amount of $180,000.00 in accordance with the provisions of this agreement. 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. 3. All other provisions of the Agreement that are not expressly amended herein shall remain in full force and effect. Executed on this the � day of �u , 20 i� CITY OF FORT WORTH: Susan Alanis ( Assistant City Manager v )ate: I % Cl� APPROVED AS TO FORM AND LEGALITY: By: Asssti'yit City`A�forney CFW nline Amendment No.2 to CSC No. 39993 Page 2 of 3 MAINLINE INFORMATION SYSTEMS INC.. By: J pdIebasn Chief Financial Officer Date: Contract Authorization Date pFFlC1AL RECORD CITY SECRETARY FT, VVDRTH, TX Contract Authorization: M&C: C-24881 Date Approved: May 3, 2011 CFW /Mainline Amendment No.2 to CSC No. 39993 Page 3 of 3 i+1&C Reei�ry f� f� �� � •; � .; COUNCIL ACTION: Approved on 5/3/2011 04MAINLINE DATE: 5/3/2011 REFERENCE NO.: **C-24881 LOG NAME: INFORMATION SYSTEMS PSA CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize an Amendment to Extend the Professional Services Agreement with Mainline Information Systems, Inc., for Services to Support the City's Mainframe Operating Environment for the Information Technology Solutions Department Using a General Services Administration Contract for an Annual Amount of $180,000.00 RECOMMENDATION: It is recommended that the City Council authorize an amendment to extend the Professional Services Agreement with Mainline Information Systems, Inc., for services to support the City's mainframe operating environment utilizing General Services Administration Contract No. GS-35F-0216L, for an annual amount of $180, 000.00. DISCUSSION: On February 23, 2010, the City Council approved M&C C-24095 for professional services with Mainline Information Systems, Inc., to support the City's mainframe operating environment. The agreement provided for routine maintenance of the operating system as well as upgrades to the operating system software and related Independent Software Vendor (ISV) products. IT Solutions is requesting an extension of the agreement for an additional year at a cost of $180,000.00, bringing the total contract amount to $360, 000.00. State law provides that a local government purchasing an item under a General Services Administration (GSA) contract satisfies state laws requiring that the local government seek competitive bids for purchase of the item. GSA contracts have been competitively bid to increase and simplify the purchasing power of local government entities. RENEWAL OPTIONS: The agreement may be renewed at the City's option for three successive one-year terms in accordance with the terms of the GSA Contract. 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. M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the Information Technology Solutions Department and approved by the M/V1/BE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. http://apps.cfwnet.org/council_�acket/mc_review.asp?ID=15052&coundldate=5/3/2011 (1 of 2) [5/4/2011 11:49:23 AM) M&G Rwiew • .` Submitted for City Manager's Office by: Additional Information Contact: ATTACHMENTS . • P168 539370 0043000 Karen Montgomery (6222) Peter Anderson (8781) Steve Streiffert (2221) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=15052&councildate=5/3/2011 (Z of 2) [5/4/2011 11:49:23 AM]