Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 43076 (2)
G ` ? gECRETARY, ..XWIMICT NO. MD u Leo __.._...__.._� PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into by and between the CITY OF FORT WORTH (the "City"), a hone 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 Isilon Systems LLC, (the "Consultant' or "Contractor"), a Delaware limited liability company and acting by and through Bill Wolak, its duly authorized Vice President of Global Services, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2 Exhibit A- Statement of Work plus any amendments to the Statement of Work 3. Exhibit B - Payment Schedule 4. Exhibit C - Network Access Agreement 5. Exhibit D - Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of configuration services of the Isilon video storage solution. 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 date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for one year ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. The City shall provide Consultant with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3e COMPENSATION. The City shall pay INX, Inc. a reseller of EMC Corporation an amount not to exceed $10,707.00 in accordance with the provisions of this Agreement and the INX, Inc. quote attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional 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 Professional Services Agreement Isilon Systems LLC t 03,30-12 F Revise DGotresZdl 111 OFFICIAL.CtrY RECORD ijoRN,TX 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 have been appropriated. 4.3 Duties and Obiiaations 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. 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 thls 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 or the final conclusion of any audit commenced during the said three years, 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, or the final conclusion of any audit commenced during the said three years 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 ail 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 Professwnal Services Agreement Revised October 20111 Isllon Systems LLC contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, Its officers, agents, servants and employees, and Consultant Its officers, agents employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It Is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any 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 itself and any of its officers, agents servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - 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. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH TO ANY AND ALL PERSONS, 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. C. COPYRIGHT INFRINGEMENT - Consultant 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 and/or documentation in accordance with this Agreement. Consultant 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 Consultant timely written notice of any such claim or action with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjorned or restrained or, If as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City s sole remedy, either (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this Agreement and refund to City the payments actually made to Consultant under this Agreement, 9. ASSIGNMENT AND SUBCONTRACTING. Professional Services Agreement Revised October 201 fl Isilon Systems LLC 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 of the Consultant under this Agreement prior to the effective date of 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 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 (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (11) Unauthorized disclosure of information (III) Implantation of malicious code or computer virus Professional Services Agreement Isfon Systems LLC Revised October 20111 (iv) Fraud, Dishonest or intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (COL) policy, or a separate policy specific to Technology E&O Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be 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 Attomey 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. (0) (f) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 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 that In the performance of Its obligations hereunder, it will comply with all applicable federal, state and local laws ordinances, rules and regulations and that any work it produces in connection with this Agreement will also 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 shalt 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 Professional Services Agreement Revised October 2011t Isllon Systems LLC 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: City of Fort Worth Attn: Susan AlanIs, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES, Isilon Systems LLC Attn: Legal Department 505 let Avenue South, Suite 600 Seattle, WA, 98104 Facsimile: (206) 777-7855 With a Copy via email to: legalnotices @ i si lon. com Neither the City nor Consultant shall during the term of this Agreement and additionally for a period of one year after Its termination, solicit for employment or employ whether as employee or independent contractor, any person who Is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 18. NO WAIVER. • The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or In equity, Is brought pursuant to 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 commercially reasonable 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 Professional Services Agreement Revised October20111 Isilon Systems LLC in performance due to force majeure or other causes beyond their reasonable control, 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 govemmental 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, shall not be deemed a part of this Agreement, and are not Intended to define or limit the scope of any provision 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. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth In a written instrument, which is executed by an authorized representative of each 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. COUNTERPARTS. This Agreement may be executed In one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 26. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form which is attached hereto as Exhibit "C ' If the City rejects the submission, It will notify the Consultant In writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable In writing In the form attached. The City's acceptance will not be unreasonably withheld. Professional Services Agreement Revised October 20111 Isllon Systems LLC 27, NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Consultant Personnel') requires access to the CIty's computer network in order to provide the services herein Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit 'D" and incorporated herein for all purposes. 28. IMMIGRATION NATIONALITY ACT, The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility employment verification, and nondiscrimination Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION, Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter In question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process The disputing party shall notify the other party in writing as soon as practicable after discovering the claim dispute, orbreach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of or in connection with this Agreement. If the parties fall to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute then the parties may submit the matter to non -binding mediation in Tarrant County, Texas upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute Either party may, before or during the exercise of the Informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary Injunction where such relief is necessary to protect its interests. 30. 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. This Agreement, and any amendment(s) hereto may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which 1s attached hereto as Professional Services Agreement Revised October20111 Isilon Systems LW Exhibit "E" and Incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations In entering Into this Agreement or any amendment hereto. IN WITNESS WHEREOF, the ACCEPTED AND AGREED: CITY OF FORT WORTH: Professional Services Agreement Isilon Systems LLC [SIGNATURE PAGE FOLLOWS] parties hereto have executed this Agreement In ultlples this day of n Alanis Stara City Manager 3I•o(Irese Date: ATTEST: Revised October 20111 By: APPROVED AS TO FORM AND LEQALITY: Maleshi , 8. Farmer Assistant City Attorney By: 4J 1A) v tJ- Narne:Wi/),flrhl ttioifl/' Title: '/ '!' a 1 o b n 1 let, J/ C. C..e Date: Oa Ji>8JgO/ °L CONTRACT AUTHORIZATION: M&C: ntiSr(t ATTEST: Date Approved: Processional Services Agreement Winn Systems Li_C By: f OFFICIAL RECORD CITY SECRETARY FT. WORTh, TX Revised October 2011 ! EXHIBIT A STATEMENT OF WORK Professional Services Agreement Revised October 20111 Isilon Systems LLC 11 ISIL ON" PROFESS ONAL SERVICES i Statement of Work Basic Isilon Configuration Service Version 1- Revision 1 26th January 2012 Document Title: Basic JCS Statement of Work 1 � Introduction This statement of work (SOW) defines the framework of deliverables for this project (Basic Isilon Configuration Service) in terms of products, equipment, and services. The purpose of this document is to define the objectives and scope of the project. Any items not described in this SOW are considered outside the scope of this project. Any promises or commitments, whether verbal or implied, not included in this SOW are considered outside the scope of this project. Should additional needs be discovered or defined during the execution of the project, a change request must be submitted, which subsequently may affect the scope, schedule, and/or cost of the project. 2 — Business Objective The purpose of this project is to provide an onsite resource to prepare, perform, and verify a new cluster configuration. 3 — Scope and Schedule Isilon will provide all professional services and software necessary to meet the requirements of this project. Isilon will appoint a project manager as the principal contact responsible for implementing the project. The Isilon project manager will lead a team of specialists including technical account managers and technical program managers to deliver the scope as described in this SOW. 3.1 In Scope The following activities are included in the scope of this project. i PROJECT SCOPE single Directory Service Engineer will integrate the cluster with one of the following services: • Active Directory LDAP NIS Engineer will configure up to 10 local users and groups. Basic Snapshot Functionality Engineer will advise on snapshot best practices and create an example snapshot. Basic SmartQuota Functionality Engineer will advise on quota best practices and create an example quota. Single Network Subnet Configuration Engineer will create and configure a single subnet and IP pool. EMC (iLJL 011~ Page 2of5 505 1st Ave S, Seattle, WA 98104 Tel: 206.315.7500 Fax: 206.315.7501 htto://www.isilon.com Document Title: Basic ICS Statement of Work Single File Share Configuration Engineer will advise on file structure best practices and configure up to 2 shares or exports. Email Alerts & SupportlQ Configuration Engineer will configure SupportlQ and up to 4 email addresses. Advising on Protection Level Engineer or Technical Program Manager will describe Isilon protection policies and recommend best practices. General Cluster Management Tutorial Engineer will provide a tutorial on cluster management utilizing the cluster web interface. License Management Tutorial Engineer will install all purchased licenses and provide a tutorial on managing licenses, including adding new licenses, enabling and, disabling licenses, and where to locate modules once they have been licensed• ,,..• 7' '" — -. �- _...._.--._... . .. ......li:.•.._.....aL1..c4�_a.i...._J+. .?J_ .... 1 .__.`. ii.-.........�.-..L.1+1......' • . —. i . • . .. . . 1_-...i..:. �_a..'r'_«.. .-_ .. ..:1...1 Isilon Support Tutorial Engineer will advise on the support process, including creation of support portal accounts, accessing the knowledgebase, and interacting with support tickets. Engineer will also provide contact information for support. • i 3.2 — Out of Scope Any requests from the customer for work or items not described in this SOW are not included in this project. These items can be added through the project change control process. Out of scope items include but are not limited to: • Any Isilon cluster configuration changes not documented within this Statement of Work, • Design or documentation of any non-Isilon systems. o Any application changes to non-Isilon systems required to access data. 3.3 Assumptions This project is being undertaken with the following assumptions. If any assumption is found to be invalid during the project, it may impact the implementation plan. Any critical changes will be presented by the customer to Isilon for agreement prior to continuing with the project. The current project schedule makes the following assumptions: • The cluster is in a stable state and currently has a valid support contract. • The cluster is running OneFS 5,5 or later, • The cluster is racked in a cabinet. • The cluster has power and network. EMC (?JLC,P Page 3 of 5 505 1st Ave S, Seattle, WA 98104 Tel: 206.315.7500 Fax: 206.315.7501 htto://www.isilon.com Document Title: Basic ICS Statement of Work 3.4 ® Customer Responsibilities The customer will be responsible for co-ordinating any necessary maintenance windows. o Ensure the agreed upon project dates and schedule are maintained, to avoid scope changes to the engagement. This can result in Change of Scope and additional Isilon billings, based on the current Isilon Consulting Rate Schedule. Provide working conditions that are conducive for the successful completion of the project for the duration of this engagement, including suitable office space, workstation(s) to enable Isilon and/or its agents to gain access to the software identified in the Project Scope section, telephone access, and meeting facilities. Assign a project manager/contact for the Isilon project manager to work with as a central point -of -contact for daily project management for the duration of this engagement. Assign a lead technical resource to act as a single technical point -of -contact between the Isilon technical consultant and the customer as necessary, for the duration of the engagement. 4.0 an Contacts Should you run into any complications during this engagement please call Isilon Technical Support for immediate assistance. They are staffed 24x7 and will be able to walk you through any processes or answer any technical questions you may have. Isilon Technical Support — 24x7 Technical Support / Break Fix / Replacements Email: supoortPisilon.com Toll Free: 866.276.0723 Local: 206.315.7500 Isilon Field Services Email: installs@fisilon.com Fax: 206.577.5326 Isilon Sales Email: sales@isilon.com Toll Free: 877.247.4566 Local: 206.315.7602 Isilon Systems (Corporate) 505 1st Ave S Seattle, WA 98104 http://www.isilon.com EMC (?[iJLONe Page 4 of 5 505 1st Ave S, Seattle, WA 98104 Tel: 206.315.7500 Fax: 206.315.7501 htto://www.isilon.com Document Title: Basic ICS Statement of Work 5 — Customer Review and Approval LINE ITEM Basic lsilon Configuration Service 5.1 —Approval to Proceed QUANTITY UNIT PRICE EXTENDED ,PRICE 1 $3,900 $3,900 TOTAL (USD) $3,900 "Isilon provides Services "AS IS" and makes no other express or implied warranties, written or oral, and ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON - INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. EXCEPT FOR DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY CAUSED BY ISILON, ISILON'S TOTAL LIABILITY (INCLUDING THE LIABILITY OF ANY SUPPLIER, SUBCONTRACTOR, EMPLOYEE OR AGENT PROVIDING SERVICES UNDER THIS AGREEMENT ON ISILON'S BEHALF), AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY ISILON'S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY CUSTOMER FOR THE SPECIFIC SERVICE FROM WHICH SUCH CLAIM ARISES. NEITHER CUSTOMER NOR ISILON SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF." USct Customer Name and Title'' 6 ; // 04 Mk Bill Wolak rt ;11 Fa! APPROVED AS TO F OPthi AND • /f`L y[° e �scJ.st•artt i y ^�t.Tuss tt ; ncy 1 s5f , �( I tomer Signature /31/1 e"-Zelk Vice President, Global Services Attested by: 9 Mary 1. K/a'WCity1 1)-ti hir Date Date Page 5 of 5 OFFICIAL RFORD . 505 1st Ave S, Seattle, WA 98104 CITY SEeREtARYFe : 206.315.7500 Fax: 206.315.7501 htto://www.isilon.com It WORTH9 EXHIBIT B PAYMENT SCHEDULE Professional Services Agreement Revised October 201 tf Isilan Systems LW 12 EXHIBIT C NETWORK ACCESS AGREEMENT 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 Implementation services. 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 Implementation services. Such access Is granted subject to the terms and conditions forth In this Agreement and applicable provisions of the Citys 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. This Agreement will be associated with the Services designated below. 0 o ■ Services are being provided In accordance with City Secretary Contract No. • Services are being provided In accordance with City of Fort Worth Purchase Order No. . Services are being provided In accordance with the Agreement to which this Access Agreement Is attached. No services are being provided pursuant to this Agreement. 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 bean 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. 5 1 Notice to Contractor Personnel — For purposes of this section Contractor Personnel shall include all officers, agents, servants, employees or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: Professional Services Agreement Revised October 20111 isilon Systems LW 13 (a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally - owned computer equipment to the City's Network (c) Contractor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement All network activity may be monitored for any reason deemed necessary by the City A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Terminations 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. 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. ACCEPTED AND AGREED: CITY OF CT WORT By: Susan)Alanis Assistant City anag Date: -- ATTEST: sy:._.! UIV City (I-‘cretar , APPROVED AS TO FORM Assistant City Attdgney M & C: none required Pmfosslonal Secvic©s Agreement IslIon Systems t.LC vo dz ) FT'.a Lao 0 h �A 0 DL ISILON SYSTEMS LLG By:, 6Z 1 uv i& L Name: M CtI6/Ak Title: j) 0 }}t4- / SeJi Ott s ZINQ Date: U ci I o � 1. ST: moos 0 ..)41, ,title: b o`_' ,cj 14 nrricjAlrialr ©Dnf SECRETARY net WOR' Pn, cul EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Isllon Systems LLC Legal Address: 5051 Avenue South, Suite 800, Seattle, WA 98104 Services to be provided: Professional consulting services for the purpose of configuration services of the Isllon video storage solution Execution of this Signature Verification Form ("Form") hereby certifies that the following Individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution ordinance or other authorization of Company The City Is fully entitled to rely an the warranty and representation set forth In this Form in entering into any agreement or amendment with Company Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until It receives a revised Form that has been properly executed by the Company. 1. Name:13111 Wolak Position. Vice President of Global Services 2J a /J 14 24,4- Signature 2. Name. Position: Signature 3. Name: Position:: Signature Name:Sujai Qatel Signature of President / CEO Other Title: Date:�i,� rd Professional Services Agreement Revised October 2011r Isllon Systems LLC 15 M&C Review Official site of the City of Fort Worth, Texan City Council Agenda DATE: CODE: SUBJECT: COUNCIL ACTIONS Approved on 3/6/2012 '""C-25454 LOG NAME: 04INX, INC VIDEO STORAGE CONSENT PUBLIC HEARING: NO Authorize Purchase Agreement with EMC Corporation through its Reseller INX, Inc., for Hardware, Software and Maintenance, and Authorize Execution of a Services Agreement with Isilon, LLC, a Subsidiary of EMC Corporation, for Installation, Configuration and Testing for an Enterprise Video Storage Platform in the Amount of $266,718.00 Using a State of Texas Department of Information Resources Contract (ALL COUNCIL DISTRICTS) 3/6/2012 REFERENCE NO.: C TYPE: RECOMMENDATION: It is recommended that the City Council authorize a Purchase Agreement with EMC Corporation through its reseller, INX, Inc., for hardware, software and maintenance, and authorize execution of a Services Agreement with Isilon, LLC, a subsidiary of EMC Corporation, for installation, configuration and testing for an Enterprise Video Storage Platform in the amount of $266,718.00 using State of Texas Department of Information Resources Contract No DIR-SDD-1418. DISCUSSION: As the use of video cameras throughout the City of Fort Worth (City) has increased, so has the need to provide storage solutions to retain this information throughout its useful life. The Emergency Management Office has identified Homeland Security grant funding to implement a video storage solution for public safety data. Staff has reviewed several solutions for video storage and has selected the Isilon Platform (Platform) resold through INX, Inc. (INX). This solution will support the dynamic growth that is occurring with this rapidly increasing information source. By moving forward with this solution, the City will be ensuring that this critical information is properly stored, protected with offsite backups and highly available for Departments use This Platform is considered an enterprise solution that can be expanded to meet other departments' video storage needs. By selecting an enterprise solution for all departments, it also ensures cost effectiveness by having a single system to manage, operate and maintain. The cost for the hardware, software and maintenance is $256,011.00. The cost for installation configuration and testing services is $10,707.00. This is less costly than adding capacity or replication capabilities in the Storage Area Network in use today. This Mayor and Council Communication will provide for an enterprise hardware and software solution for video storage. It will provide the initial capacity to support Police requirements. It is expandable to support future Police and/or other department requirements as well. ADMINISTRATIVE CHANGE ORDER - An Administrative Change Order or increase may be made by the City Manager for the Purchase Agreement or the Services Agreement in an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the IT Solutions Department and approved by the M/WBE Office because the purchase of goods or services is from sources http://apps.cfwnet.org/council_packet/mc_review.asp?ID=16524&councildate=3/6/2012 (1 of 2) [3/7/2012 10:45:44 AM] M&C Review where subcontracting or supplier opportunities are negiible. The State of Texas Department of Information Resources is authorized to offer Cooperative Purchasing Programs to state agencies, public institutions of higher learning, public school districts and local governments. Pursuant to Government Code Section 791.025, a local government that purchases goods and services under the Interlocal Cooperation Act satisfies otherwise applicable competitive bidding requirements. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 541320 035441521010 $51,996.00 GR76 541320 004442510210 $214,722.00 Submitted for Citv Manager's Office bv: Susan Alanis (8180) Originating Denartment Head: Peter Anderson (8781) Additional Information Contact: Steve Streiffert (2221) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?I0=16524&counciidate=3/6/2012 (2 of 2) [3/7/2012 10:45:44 AM]