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HomeMy WebLinkAboutContract 44010 (2)(miry(_� r : ��`( 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 of the State of Texas, acting by and through its duly authorized Assistant City Manager, and PEN -LINK, LTD. (the "Contractor"), a Nebraska Limited Liability Company, acting by and through its duly authorized Territory Sales Manager, 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 Professional Services Agreement 2. Exhibit A - Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Payment Schedule 4. Exhibit C — Milestone Acceptance Form 5. Exhibit D — Network Access Agreement 6. Exhibit E -- 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. Contractor hereby agrees to supply the City with professional services associated with provision, installation, and training for hardware and software associated with the electronic investigative tools known as Pen -Link and LINCOLN. In particular, Contractor will provide all equipment and software and perform all services outlined and described in the Statement of Work, which is attached hereto as Exhibit "A," and in the Quote, which is attached hereto as Exhibit "B," both of which are incorporated herein for all purposes as though they were set forth at length. 2. TERM. This Agreement shall commence on the date that both the City and Contractor have executed this Agreement ("Effective Date") and shall continue in full force and effect until February 28th, 2014 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed $227,831.50 in accordance with the provisions of this Agreement and the Quote and Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests such services and provides advance written approval of the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. IT Professional Services Agreement CFW & Pen -Link Ltd. OFFICIAL RECORD CITY SECRETARY FT. WORTh, TX Page 1 of 17 2-31-12 P1 2:46 IN 4.2 Non-aooroonation 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 Contractor 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 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the end of the Initial Term, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor 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, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Contractor 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, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor 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. 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 IT Professional Services Agreement Page 2 of 17 CFW & Pen -Link Ltd. 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 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 Contractor shall operate as an independent 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, Contractor 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 Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor 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. 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 - Contractor 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. Contractor 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 Contractor 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 enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Contractor shall, at its own expense and as City's sole IT Professional Services Agreement Page 3 of 17 CFW & Pen -Link Ltd. 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 Contractor, terminate this agreement and refund to City the payments actually made to Contractor under this agreement. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor 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 Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations of the Contractor 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 Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Contractor, 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 IT Professional Services Agreement Page 4 of 17 CFW & Pen -Link Ltd. (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 (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language 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. Any deductible will be the sole responsibility of the Pnme 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 Reauirements (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. (f) Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS. ORDINANCES, RULES AND REGULATIONS. Contractor 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 Contractor of any violation of such laws ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. IT Professional Services Agreement Page 5 of 17 CFW & Pen -Link Ltd. 12 NON-DISCRIMINATION COVENANT. Contractor, for itself its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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 Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor 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: If to City Attn: Charles W. Daniels, 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. If to Contractor Attn: Patrick C. Runyan, Territory Sales Manager 5936 VanDervoort Drive Lincoln, NE 68516 Facsimile (402) 421-9287 Neither the City nor Contractor 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, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 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. 16. NO WAIVER. The failure of the City or Contractor 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 Contractor 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. IT Professional Services Agreement Page 6 of 17 CFW & Pert -Link Ltd. 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 Contractor 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 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 restnctions 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, 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 had opportunity to review and revise 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 written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the City and Contractor, their assigns and successors in interest, concerning the work and services to be performed hereunder. Any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof 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. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give wntten notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's option, Contractor 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 Contractor for the nonconforming services. IT Professional Services Agreement Page 7 of 17 CFW & Pen -Link Ltd. 26. MILESTONE ACCEPTANCE. Contractor 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 Contractor in writing as soon as the determination is made listing the specific reasons for rejection. The Contractor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Contractor 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. 27. NETWORK ACCESS. If Contractor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Contractor Personnel"), requires access to the City's computer network in order to provide the services herein, Contractor 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. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor 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. Contractor shall provide City with a certification letter- that it has complied with the verification requirements required by this Agreement. Contractor 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 Contractor. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Contractor 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, or breach 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 fail 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 Commercial Arbitration Rules & Mediation Procedures 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. IT Professional Services Agreement Page 8 of 17 CFW & Pen -Link Ltd. 30. CONFLICTS WITH END USER LICENSE AGREEMENT To the extent there is any conflict between the terms of this Professional Services Agreement and the terms of any End User License Agreement (EULA), the terms of this Agreement shall govern. 31. 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 Contractor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporated 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 parties hereto have executed this Agreement in multiples this Ltioy 20, G ACCEPTED AND AGREED: CITY OF FORT WORTH: By: trede.: Charles W. Daniels Assistant City Manager Date: 12•.31. ATTEST. By: , fil `Mary Kayser ( )� City Secretary ,� APPROVAL RECOMMENDED: By: Jeffrey W. Hal Chief of Police ead #4ser cOrrissifri Qo o o AT ES : PEN -LINK, LTD.: By: Prick C. I ,unyan Territory Sales Manager Date: I 1 jA O P By: ©fig 00ket J ©c ®o ��{p� 4 igot,�" tit J '{ yr ) ecvc-\ /Zz7/1_ APpRRVE TO ORM AND LEGALITY By: Denis ."McElroy Assistant City Attorney CONTRACT AUTHORIZATION: M&C: P-11465 Date Approved: December 11, 2012 IT Professional Services Agreement CFW & Pen -Link Ltd. , , r ' State of Nebraska, C3et�er�! Notary CONNIE JO HILKER My Comm. Exp. Dec. 30, 20i3 day of OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 9 of 17 EXHIBIT A STATEMENT OF WORK Scope of Work for 4-User/2-Channel LINCOLN System Reference Quote # QUO-01940-2HPRVP Contact Info: Fort Worth Police Department Justin Stroud 350 West Belknap Fort Worth TX 76102 Overview: The City's Police Department (FWPD) requires the ability to conduct unlimited pen -registers and simultaneous telephone intercepts for up to 2 phones in real time. In addition, FWPD requires the ability to analyze call records from historical Call Detail Reports (CDR's) or from live data. In order to meet these requirements Contractor will provide a 4-User / 2-Channel LINCOLN System including all necessary hardware and software As part of the purchase of the LINCOLN System, Contractor will: • Install Pen -Link and LINCOLN Servers and Evidentiary Storage in the City Hall Datacenter located at 1000 Throckmorton Street. Install and configure LINCOLN and Pen Link software on Servers. • Install and configure Pen Link Software on 4 Workstations at the Blue Mound Wire -Room. • Provide a 2-day LINCOLN Access Training (LAT) for FWPD's designated System Administrators. • Provide a 3-day Call Analysis Training School (CATS) to train up to 10 FWPD Analysts, Investigators and Monitors. • Provide maintenance service for one year from the date of installation at no additional cost, in accordance with the terms of a separate maintenance agreement Details and Schedule: Contractor will be installing 4-User/2-channel LINCOLN System Contractor is responsible for the installation of Servers, Workstations and configuration of the Pen Link LINCOLN System for real-time telephone intercepts. Network wiring to the workstations from the Pen - Link Server, Internet service*, and Phone Lines** are the responsibility of City's Police Department. * Internet Service will need to be a minimum of Business Class Service with 3-static IP Addresses ** 4 POTS lines with connect/disconnect (loop current drop) are required for dial down lines Contractor will conduct the following work for the amount stated on quote # QUO-01940-2HPRVP (Exhibit B) as per the schedule below: Day 1: • Inventory and inspection of all shipped equipment. • Begin unpacking and organizing equipment • Installation of Server Rack, run server cabling and secure Servers to the Rack. Day 2: • Connect all Servers to LAN. • Installation and configuration of Workstations. • Begin configuration of LINCOLN System including the CISCO ASA: o Initial setup to Telephone Carriers (Note: FWPD will need to contact the CALEA Compliance Department of any Carrier's whom they wish to have a direct feed for IT Professional Services Agreement Page 11 of 17 CFW & Pen -Link Ltd. pen -registers or Title-3's [e.g., Sprint, Metro PCS, etc.] prior to Pen-Link's arrival in order to request VPN access ) o Installing Pen Proxy and configuring customer accounts (Note: FWPD will need accounts and access prior to Contractor arrival (ie 11020, Neustar etc.) • Installation and configuration of Evidence Storage Jukebox. • Install additional software quoted including Terminal Services, Active Directory, NetOp and Microsoft MapPoint. Day 3: • Final System Configuration and System performance tests. • Informal training of System Administrators on LINCOLN Software including: o Review of Network Permissions, Including Adding Monitors o Troubleshooting Possible Errors in the system o Brief understanding of CALEA J-Standard Messages o Archive and Backup Call Data and Content (Working Copies Only) o Provide Basic Monitoring training. o Contractor will cover any additional topics as time allows. • Site Cleanup. Training: The 2-day LAT and 3-day CATS classes will be held at FWPD's facilities on a mutually agreed date. Customer Requirements: All assumptions MUST be correct to validate this scope of work. If any information listed below are inaccurate, contact Contractor's sales representative immediately Any inaccuracies could result in increased labor charges • The customer must provide adequate space for Server Set-up and Workstations. • The customer must provide Business class High Speed Internet with a minimum of 3 static IP address • Cat 5e or 6 cabling from Sever Rack to Pen -Link Work Stations. • Electrical Requirements: Minimum 10 outlets for Rack Equipment (UPS's Preferred) • Environmentally controlled environment at the DataCenter where LINCOLN rack will be installed • If additional materials are needed, the City will be responsible for providing them • Customer's assistance in removing old work stations and any other help during the installation will help in creating extra time for training. IT Professional Services Agreement Page 12 of 17 CFW & Pen -Link Ltd. EXHIBIT B QUOTE # QUO-01940-2HPRVP AND PAYMENT SCHEDULE Software 4 PLINTERCEPT -NETWORK Pen -Link Intercept 8 2, Network version 4 PEN -PROXY t LINCOLN AOMIN 2 CALL CONTENT CHANNEL Hardware 1 ENTERPRISE TERMINAL SERVICES SERVER (40 + USERS) $9,800,00 $960.00 $5,000.00 $7,500.00 $38,400.00 $3,840.00 $5,000.00 $15,000.00 $10,054.63 $10,054 63 Dell R610 I Dual Hexa Core Proc l 32 GB RAM i (6) 300 GB 10K SAS Hard Drives I Pere 64 Raid Controller I Redundant Power Supplies I Dual Embedded Gigabit Ethernet NIC l Rack Chassis wf Rapid Rails 1 IDRAC Enterprise j 5-YearGold Support 1 LINCOLN RECORDING SERVER $10,045.00 $10,045,00 Dell T610 or R710 (Depending on Customer Requirements) I Dual Hexa Core Proc j 8GB RAM I (4) 300 GB 15k RPM Hard Drives I Redundant Power Supply I Pemba Raid Controller I Redundant Power Supplies 1 Dual Embedded Gigabit Ethernet NIC j Rack Chassis w/ Rapid Rails I IDRAC Enterprise 1 5-yearGold Support 1 ACTIVE DIRECTORY SERVER $9,118.38 $9,118.38 Dell R610 1 Dual Hexa Core Proc. 1 8GB RAM 1 (4) 300 GB 10K SAS Hard Drives 1 Pere 6fl Raid Controller I Redundant Power Supplies I Dual Embedded Gigabit Ethernet NIC j Rack Chassis wt Rapid Rails i IDRAC Enterprise 1 5-year Gold Support 1 DIALOGIC 12 PORT ANALOG PACKAGE includes 12 Runtime Licenses 1 CISCO VPN ROUTER 5510 PACKAGE, 250 TUNNELS Includes 3-Year Warranty 1 4-Hours of Configuration Services 4 PROFESSIONAL WORKSTATION (DUAL 22' FLAT PANEL) PACKAGE $5,094,50 $5,094,50 $4,487 54 41,998.28 $4,487.54 $7,993.12 Ophplex 790 SSF w1 Intel 47 I Wndows 7 Professional ; 3-Year NBD Support 1 8 GB RAM 125n_ GB HD 1 DVD+f-RW 1512 MB Redeon 1 Dual 22 in Flat Panel Monitors I Head Phones ( USB Footpedal 1 APC Workstation UPS Third -Party Software 4 MICROSOFT TERMINAL SERVICE CALS Microsoft Terminal Service CALS (Used with Terminal Services Server) 1 NETOP HOST 3 NETOP GUEST 4-MICROSOFT MAPPOINT 1 PoINT SOFTWARE SERVER ENTRY LEVEL 73.21 284,78 3152 98 $207,73 $8,305 26 $46,793.17 $292.84 $64.76 $458,94 4830.92 48,305.26 Dell R710 1 Dual Hexa Core Proc 18 GB RAM 1 (6) 250 GB 72K SATA Hard Dnvea) Perc 811 Raid Controller I Redundant Power Supplies I Dual Embedded Gigabit Ethernet NIC 1 Rack Chassis w; Rapid Rails I IDRAC Enterprise 1 3-Year Next Business Day Support I Windows Server 2008 R2 Standard 1 DISC I5SLOT JUKEBOX PACKAGE $15,231 56 15 slot -1 Drive Jukebox 15 slot -1 Drive Jukebox 3-Year warranty 1 DISC shipping I PoINT Jukebox manager w!3-Year warranty 1 Controller Card 1 Tripp Li a SAS Cable required tar DISC Jukeboxes (This wit require a PoINT Server) 1 TRIPP LITE SAS CABLE required for DISC Jukeboxes IT Professional Services Agreement CFW & Pen -Link Ltd. $10850 $15,231.56 LSISAS $108.50 $23,645 32 Page 11 of 17 Installation 1 INSTALL -INITIAL LINCOLN Install - imtia Tnp 2-Day Training 1 CATS Call Analysis Training School 10 Person - Hosted - Closed 10 LAT LINCOLN Admmstrator Training Hosted -Open Third Party Hardware 5 KIT UFED TOUCH ULTIMATE Complete Logical & Physical Mobile Forensic Solution 1 QUASIMODO Part No 200059 001 1 JUGULAR3 Complete lit Part No 200446-002 Shipping 1 HARDWARE SHIPPING $8,000,00 $9,000.03 $995,00 $91584,00 $10,000.00 $7,950.00 $68555 $8,000 00 38,003.00 393000,00 $9,950.00 318,950.00 347,620 00 $10,000 00 37,950 00 $65,870,00 $685.55 3685,55 $0.00 $0.00 $227,831,60 Structure of Payments The Contractor shall submit signed monthly invoices to the City, said invoice to summarize the work performed. If the City requires additional reasonable information related to any requested payment, the City shall request the same promptly after receiving the above information, and the Contractor shall provide such additional reasonable information to the extent the same is available. ii. Invoices shall be submitted no later than the 15th day following the end of the month and sent to Sasha Kane Contract Services Unit, Fort Worth Police Department, 350 West Belknap, Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. On full and final completion of the Services, Contractor shall submit a final invoice, and City shall pay any balance due within 30 days of receipt of such invoice. iv. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid City will exercise reasonableness in contesting any bill or portion thereof No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. v. For contested billings, the City shall make payment in full to Contractor within 60 days of the date the contested matter is resolved If City fails to make such payment Contractor may, after giving 7 days written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the event of suspension of Services, Contractor shall have no liability to City for delays or damages caused to City because of such suspension of services. IT Professional Services Agreement Page 12 of 17 CFW & Pen -Link Ltd. EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone / Deliverable Ref. #. Milestone / Deliverable Name. Unit Testing Completion Date: Milestone / Deliverable Target Completion Date: Milestone / Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Contractor: Approved by City Department Director: Signature: Sigrature: Printed Name. Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: IT Professional Services Agreement Page 13 of 17 CFW & Pen -Link Ltd, EXHIBIT D 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 professional services associated with provision, installation, and training for hardware and software associated with the electronic investigative tools known as Pen Link and LINCOLN, as more fully described in the Statement of Work included in Exhibit "A" and the Quote included in Exhibit "B." In order to provide the necessary support, Contractor needs access to and use of the City s Internet connection in order to provide connectivity to and between the Pen -Link system components, LINCOLN servers, Evidence Storage Jukebox and Cisco ASA The Pen -Link system will operate as a stand alone system and will not be provided interconnectivity with or access to any other existing City systems or network. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of obtaining Internet connectivity associated with provision, installation, and training for a stand-alone hardware and software system associated with the electronic investigative tools known as Pen Link and LINCOLN. 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. This Agreement will be associated with the Services designated below. ❑ 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 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 wntten 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 IT Professional Services Agreement Page 14 of 17 CFW & Pen -Link Ltd. : 0 �(1)`ao000000o O- a ® H 0 0 ` .1:.:U. u_1 000o 4e 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: (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 (e) 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 (f) 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 (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 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. 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 FORT WOR T I l: W. arles W. Daniels 'stant City Manager 0 (A.: IZ. Si. / gm-, AT r c� o°4 y' it€ytecretry AP ED T FORM AND LEGALITY: A By' � Assistan "it '' littorney M & C. P-11465 IT Professional Services Agreement CFW & Pen -Link Ltd. CONTRACTO By' Name: Title: Date: ATTEST: AME: der c C*h* Lanai, L ica By- ( Name: C' ont-1 t r Title: AL h ij IIOFFICIAL RECORD ,i CITY SECRETARY Ft wogm,l* Page 15 of 17 EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Pen -Link, Ltd. Legal Address: Services to be provided: 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 on 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. 3. Name. S Name's R ICK C. Position. "C22/Tor<1 Sure 6uayArJ Snt-e'S m144140E2 Name. TeRctil,lc.c- t,, pBw Position: Gists A4'r Sere C-& Signature Name: Position: Signature Signature of President / CEO aci Other Title Vitt. cakt.a:Atenk Date: I'2.2I . I'L IT Professional Services Agreement CFW & Pen -Link Ltd. ot Page 16 of 17 M&C Review Page 1 of 2 CITY COUNCIL AGENDA Official site of the City of Fort Worth, Texas Foi WoxTu Th-ler DATE: COD SUUJECT: 12/11/2012 P COUNCIL ACTION: Approved on 12/11/2012 REFERENCE NO.: **P-11465 LOG NAM PE : PUBLIC HEARING: Authorize Execution of a Professional Services Agreement with Pen -Link, Ltd., in the Amount of $227, 831.50 for the First Year, for Communications Intelligence Software, Hardware, Training and Related Services for the Police Department (ALL COUNCIL DISTRICTS) 13P13-0036 PEN - LINK AG TYPE: CONSENT NO RECOMMENDATION: It is recommended that the City Council authorize the execution of a professional services Agreement with Pen -Link, Ltd. in the amount of $227,831.50 for the first year, for communications intelligence software, hardware, training and related services for the Police Department. DISCUSSION: The purpose of this Mayor and Council Communication is to authorize execution of a professional services Agreement for hardware, software, training, and related services for use in intelligence gathering by the Police Department. Law enforcement and intelligence agencies nationwide use Pen -Link, Ltd. (Pen -Link), hardware and software in the collection, storage, and analysis of communications data. Pen -Link products include a fully integrated database application that allows law enforcement to more easily acquire, store, and analyze telecommunication information and intelligence gained through law enforcement investigations with proper legal authorization. The products offer reporting, charting, and other analytical features that greatly improve efficiency in the analysis of vast amounts of data by intelligence professionals. This purchase includes all necessary hardware, software, installation, training and technical support for both Pen -Link and Lincoln intelligence products. The Pen -Link systems will allow the Police Department, with proper legal authorization, to capture phone data from multiple providers in a virtual format and to analyze and apply that data to investigations using a computerized database. The system can Zink multiple sources of data together, analyze data across the sources, and note patterns or links in the data that might otherwise go unfound by conventional investigations. The Pen -Link products will be used as a regional asset for surrounding local and state agencies. The Pen -Link system will help the Police Department to identify, investigate and apprehend persons who are a criminal threat to critical infrastructure, key resources, or other homeland security resources. Pen -Link is the documented sole source provider of all Pen -Link and Lincoln software products, hardware, and related services. This purchase will be made using funds provided by the Homeland Security Grant Program. This grant program encourages jurisdictions to strengthen local and regional preparedness efforts and to seek benefits available through cooperative action. PRICE ANALYSIS - The City has no recent purchasing history for these types of goods or services. http://apps.cfwnet.org/council packet/mc_review. asp?ID 17802&councildate 12/11/2012 12/27/2012 M&C Review Page 2 of 2 Overall, prices are considered fair and reasonable. M/WBE - A waiver of the goal for M/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER - An Administrative Change Order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - This Agreement shall begin upon City Council's approval and execution of the Agreement and shall remain in effect until February 28, 2013. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. BQN\13-0036\AMG TO Fund/Account/Centers FROM Fund/Account/Centers GR76 539120 035442511010 $227.831.50 Submitted for City Manager's Office by: Originating Department Head: • Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Lena Ellis (8517) Jack Dale (8357) Angela Gonzales (7648) http://apps. efwnet.org/council_packet/mc_review.asp?ID=1 7 8 02&councildate=1 2/11 /2012 12/27/2012