HomeMy WebLinkAboutContract 43076CITY SECRETARY
CONTRACT NO. L\ 0� t
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ('Agreement -) is made and entered into by
and between the CITY OF FORT WORTH (the 'City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through 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," Stateawd of Worts, 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.
3. 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
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providing the other party with 30 days' written notice of termination.
4.2 Non- approuriatlon 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 approprialed.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shag
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.
51 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full disclosure to the City In writing. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such Information to a third party without the prior written approval
of the City. Consultant shall store and maintain City Information in a secure manner and sham 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 belleved to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after flnai 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 all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of Intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
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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 respondesf
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 enjoined 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,
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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 shah provide the City with certiflcate(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 Coveraae 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 Eaoh 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 at seq. Tex. Rev. Clv.
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
(II) Unauthorized disclosure of information
(III) Implantatlon of malicious code or computer virus
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(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 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.
(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 78102, 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 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 shall not discriminate In the treatment or employment of any Individual or group of
Individuals on any basis prohibited by law. if any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors In Interest, Consultant agrees to assume such liability and to Indemnify and defend the City
and hold the City harmless from such claim.
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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,
YEES.
Isiion Systems LLC
Attn: Legal Department
505 1 "Avenue South, Suite 600
Seattle, WA, 98104
Facsimile: (206) 777 -7855
With a Copy via em all to:
legalnotices C isi ion. 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.
1e. 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$ 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 MAJEURF,
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
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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
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 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.
28. WARRANTY OF SERVIC
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 verily 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." it 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.
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Isilon 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. IMMIGRATIO
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 (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. 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 fetter that it has compiled 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, obligatons, 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 effor4 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 appNcable 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 parry 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, ordnance 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 Is attached hereto as
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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.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement In ultiples this day of
20_ BC --- j,— ^
Y Su n Alanis
ACCEPTED AND AGREED: A stanfft``City Manager
Date: -3b o I
CITY OF FORT WORTH:
ATTEST:
Professlonal Services AgreamerK Revised October 20111
Isilon Systems LLC
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APPROVED AS TO FORM AND LEGALITY:
Malesh B. Farmer
Assistant Ity Attorney
CONTRACT AUTHORIZATION:
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Date Approved: 3) Lp-—
Professional Services Agreement
Isifon Systems LLC
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ISILON SYSTEMS LLC
By: W 0�j
Name: W ; M M JV41jok -
Title: VIP Glob „l seR4 14cr
Date:
ATTEST:
By;
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
octob” 20111
Professional Services Agreement
Isilon Systems LLC
EXHIBIT A
STATEMENT OF WORK
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11evrsed October 20111
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PROFESSIONAL SERVICES
Statement of Work
Basic Isilon Configuration Service
Version 1- Revision 1
26th January 2012
Document Title: Basic ICS 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.
;'. PAWECTSGOPE:
i Single Directory Service
Engineer will integrate the cluster with one of the following services:
i
• Active Directory
• LDAP
• NIS
T 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.
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EMCZ 505 1't Ave S, Seattle, WA 98104
Tel: 206.315.7500 Fax: 206.315.7501
(/S Loo http: / /www.isilon.com
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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.
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.
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.
• 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.
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EMCZ 505 1S` Ave S, Seattle, WA 98104
Tel: 206.315.7500 Fax: 206.315.7501
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Document Title: Basic ICS Statement of Work
3.4 — Customer Responsibilities
• The customer will be responsible for co- ordinating any necessary maintenance windows.
• 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 — Contacts
Should you run into any complications during this engagement please call Isilon Technical Support for
immediate assistance. They are staffed 247 and will be able to walk you through any processes or
answer any technical questions you may have.
Isilon Technical Support — 240 Technical Support / Break Fix / Replacements
Email: support@isilon.com
Toll Free: 866.276.0723
Local: 206.315.7500
Isilon Field Services
Email: installs @isilon.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
E�MCZ
�ISiLON`
.JCJ
Page 4 of 5
505 1'` Ave S, Seattle, WA 98104
Tel: 206.315.7500 Fax: 206.315.7501
http://www.isilon.com
Document Title! Basic ICS Statement of Work
5 — Customer Review and Approval
LINE ITEM QUANTITY UNIT PRICE EXTENDED PRICE
Basic Isilon Configuration Service 1 $3,900 $3,900
TOTAL (USD) $3,900
5.1— Approval to Proceed
" 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."
Customer Name and
i S 4,-S� , Of 1�, il lv
Signature
Date
lao
Bill Wolak Vice President, Global Services Dafe
APPRONTED AS TO FOR1t AND LEGALITY
EMCZ
(ION"
Attested by
Page 5 of 5
OFFICIAL RECORD 505 151 Ave S, Seattle, WA 98104
CITY SECRETARY' I: 206.315.7500 Fax: 206.315.7501
htto:ltvmw. isilon. com
FT. WORTH, TX
Pro}asslonal Services Agreement
Islon Systems LLC
EXHIBIT B
PAYMENT SCHEDULE
12
Revised October 20111
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 speclllo Network
systems to which Contractor requires access, i.e. Internet, Intranet, emali, 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 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.
Q 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
Contractors 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 No&e 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 ReWsed October 20111
Istlon Systems LLC
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
(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 T WORT
By:
84san Janis
AssTs-tant City ganaggr �Qba
Date:
By:
City
v *10 ')o V
APPROVED AS T FORM D LALI;,
B . �nA11�
Ass stant City Att ney
M & C: none required
ISILON SYSTEMS LLC
By: �k) LJ a4k
Name: M T041A k
Title: V13 (I l o b.4 / Sex V ie ns
'5 Date: 0A 0T v I,2.
Professional Services Agreement OFFICI&RfAM
Isllon Systems LLC 14 CITY SECRETARY
FT. WORTH, TX
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Coppany. isilon Systems LLC
Legal Address: 5061 Avenue South, Suite 800, Seattle, WA 98104
Servtcee to be provided: Professional consulting services for the purpose of configuration servicee of the
Isilon Video storage soludm
Execution of this Signature Verification Form ("Form") hereby certilles 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 property executed by the Company.
1. Name: Bill Wolak
Position: Vice President of Global Services
ij "j-"k
Signature
2. Name:
Position:
Signature
3. Name.,
Position
Signature
Name:Sujal ate)
Signature of President / CEO
Other Title:
Date 3 -1,-2 - r a
Professlw* SenAose AgreemerN
Isllon Sysl*M LLC
El
ReWsed 0or0ber20111
M &C Review
City ou. iI Abend E a,. F o
3 *, j t� } RT WORTH
COUNC114 ACTIONt Approved on 3/8/201X,;;,
C -25454 LOG NAME:
DATE: 3/6/2012 REFERENCE NO.: *` 041NX, INC VIDEO STORAGE
CODE: C TYPE: CONSENTPUBLIC HEARING: NO
SUBJECT: 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)
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
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M &C Review
where subcontracting or supplier opportunities are neglible.
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
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FROM Fund /Account/Centers
GR76 541320 035441521010 $51,996.00
GR76 541320 004442510210 $214,722.00
Susan Alanis (8180)
Peter Anderson (8781)
Steve Streiffert (2221)
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