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HomeMy WebLinkAboutContract 45420 (2)rn c r r titY SFORETARY frai I SzOtnithirT j PROFESSIONAL SERVICES AGREEMEA '-• "-'- • ° 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 CTS Consolidated Telecom Services, LLC, (the "Consultant" or "Contractor"), a Texas corporation and acting by and through Pam Faver, its duly authorized President, 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 — Quotation Summary 4. Exhibit C — Milestone Acceptance Form 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 installing a Broadband Antenna Tracking System (BATS) network in the Ft. Worth area to be located at North Beach Tower, 4705 Ray White Road Ft. Worth, TX 76248 and Rolling Hills Tower, 2500 SE Loop 820, Ft Worth, TX 76140. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A" Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for six (6) months ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $335,853.82 in accordance with the provisions of this Agreement and the Quotation Summary 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. Convenience. O FFICII /ZMI RECORD 1 Ca SECRETARY� 1 !NORTH, TX IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 1 The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds 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 Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant 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. 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. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, 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. 5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Consultant 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. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 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 contractor as to all rights and privileges and work performed under this agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City s use of the software and/or documentation in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 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. Consultant shall not assign or subcontract any of its duties obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with 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 Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC (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 Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City 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. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances rules or regulations, Consultant shall immediately desist from and correct the violation. IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant its personal representatives, assigns, subcontractors or successors in interest Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail registered, return receipt requested, addressed as follows: 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. CTS Consolidated Telecom Services Attn: Pam Faver, President P O. Box 2110 Round Rock TX 78680 Facsimile: (512) 495-9473 Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement without the prior written consent of the person's employer Notwithstanding the foregoing 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 Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise 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 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. IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 26. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 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 City's Network Access Agreement. 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 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 letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, 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 Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC for its own expenses, including attorney's fees; however the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit ` D" 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] IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 4th day of December, 2013. ACCEPTED AND AGREED: CITY OF FORT WORTH: Bv:i --( A) (2y‘ Susan Alanis Assistant City Manager Date: 311t 1 dt APPROVED AS TO FORM AND LEGALITY: Th Males '. B. a r Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: &'(-9(04R-0 Date Approved: ase-lir IT Professional Services Agreement Consolidated Telecom Services, LLC NAME OF CONSULTANT: CTS Consolidated Telecom Services By: Name: Pam Faver Title President Date: � 2 ` �i — 2O3 FFIGIAL RECORD\ CITY SEC6tEiITY Revised June 2012 10 CONSOLIDATED ELECOM ERVICES EXHIBIT A STATEMENT OF WORK Statement of Work and Pricing Information Document DIR-SDD-2058 City of Fort Worth - BATS Network Fort Worth, TX 10/23/2013 System Overview CTS is providing this proposal to the City of Fort Worth for the materials and installation services for a Broadband Antenna Tracking System (BATS) utilizing the Public Safety 4.9GHz Band. The system will utilize (2) of the City's existing tower sites and one (1) mobile command communications trailer. The tower site locations are: • North Beach Tower 32°55'29.04' N, 97°17'3.90"W • Rolling Hills Tower 32°39'44.36"N, 97°17'37.96"W The system design includes the installation of (2) BATS DVM-50 units on the North Beach tower, (1) BATS DVM-50 unit on the Rolling Hills Tower and (1) BATS BTS-50 unit on the mast of the mobile communications trailer. The BATS Antenna Aiming and Tracking system is the most modern antenna system that allows high quality Broadband Ethernet connectivity in mobile environments. An automatic control system allows for to the user to simply turn the power switch on to establish a high quality connection while on the move. Advanced directional antenna technology has been adopted for this antenna enabling the reception of optimal signal levels in a multitude of environments. A Wide Range Search algorithm allows the antenna system to search for the highest quality Base Station in range within the shortest amount of time. The proposed BATS solution uses VHF/UHF for zero -touch activation of the scanning sequence on the remote BATS system. The BATS system is normally in a standby mode waiting for a scan command to be issued. This eliminates any movement of the system until required. The BATS system has all of the information to programmatically determine the best remote BATS systems) to activate. The BATS Antenna Aiming and Tracking System is designed to work with the Cambium 4.9 GHz PTP600 Broadband Ethernet Radios. The system relies on tight integration with the radio to get immediate link quality feedback to align and track the antenna. The Antenna Aiming and Tracking System consists of a Domed Positioning Unit and the Controller Unit. All necessary connecting cables are provided with the unit. PTP 600 links have class -leading sensitivity and power output that enable links to go farther while sustaining high throughput. With data rates up to 300 Mbps, this Series of high-performance and secure wireless bridges makes cost-effective connectivity and backhaul a reality for public safety. The PTP 600 is proposed at the 4 9 GHz frequency band dedicated for Public Safety Cambium Point -to -Point PTP 600 Series Solutions include robust radios designed to withstand the toughest conditions. Because they are often perched on high towers, sometimes with antennas they are located in situations that can attract lightning The Cambium PTP Lightning Protection Unit (PTP-LPU) is a device that shields your PTP radios to minimize potential harmful effects of sudden surges in power induced by electro-magnetic activity (lightning). IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 11 Scope of Work Materials and services not specifically outlined in this proposal are excluded and can be quoted via a change order. Assumptions Customer has available rack space in existing communication trailer equipment racks for (1) 1 RU ac power strip, (1) 3 RU shelf and (1) 1 RU Rack Mount Control Unit Customer has available rack space in existing North Beach Tower site equipment racks for (1) 1 RU AC power strip, (1) 3 RU shelf and (2) 1 RU Rack Mount Control Units. Customer has available rack space in existing Rolling Hills Tower site equipment racks for (1) 1 RU ac power strip, (1) 3 RU shelf and (1) 1 RU Rack Mount Control Units. Existing entry port at North Beach Tower site can accommodate (4) 3/8" cables. Existing entry port at Rolling Hills Tower site can accommodate (3) 3/8" cables. The cable ladder at the North Beach Tower site can accommodate (4) 3/8" cable runs. The cable ladder at the Rolling Hills Tower site can accommodate (3) 3/8" cable runs. Existing electrical breaker panels in the communication trailer as well as both the North Beach and Rolling Hills Tower sites can accommodate the proposed equipment without the need for upgrades or modifications. The proposed Nycoil cable conduit on the communications trailer mast will not be required to accommodate additional cables beyond what is necessary for the BATS. The DVM-50 BATS unit s mounting height will not exceed 250 ft at the North Beach Tower site. The mounting height will be dependent many factors including but not limited to, available tower space, interference, coverage and tower loading. The DVM-50 BATS unit s mounting height will not exceed 480 ft. at the Rolling Hills Tower sites The mounting height will be dependent many factors including, but not limited to, available tower space interference coverage and tower loading The communication trailer's mast height does not exceed 65'. The combined height of the trailer and the trailer's mast is a minimum of 70' above ground level. The communication trailer's mast can support the combined weight of the payload. Payload consists of (1) BTS-50 positioning unit, (1) PTP49600 radio (1) LPU, (1) mount, (1) Nycoil cable conduit and (2) 3/8" cables. The Cambium PTP49600 radios are capable of non -line -of -sight connectivity; however the integrity of the microwave link between the communications trailer and the North Beach and Rolling Hills Tower sites is significantly dependent on RF line -of -site. Path obstructions will significantly reduce the overall performance of the link and can prevent a link from establishing. All LINKPlanner proposal documentation for PTP connectivity assumes line -of -sight and no interference in the Public Safety 4.9GHz band Coverage and aggregate throughput for a microwave link in a mobile environment are dependent on many factors including, but not limited to free space path loss path obstructions, interference, signal quality, RF line -of -sight and meteorological IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 12 conditions; therefore, coverage and throughput cannot be guaranteed for every coordinate in the greater Fort Worth area. Equipment List All materials listed in the equipment list below will be furnished by CTS unless stated otherwise. All other materials are excluded and can be quoted via a change order. is (4) Cambium PTP49600 Outdoor Radios (ODU) (20 MHz Channel with 256 AES Encryption) (8) Cambium Lightning Protection Units (LPU) (4) 2' 28 dBi MIMO 4.9GHz parabolic dish antennas (1) 1650' Spool of Superior Essex broadband copper -clad CAT5e cable (1) 550 Spool of 62.5 Outdoor Fiber Cable (1) BTS-50 Positioning Unit (PU) for communications trailer (3) DVM-50 Domed Positioning Units (4) Rack Mount Control Units (RMCU) (3) Transient Voltage Suppression (TVS) units (3) Auto -activation units (4) Positioning Unit (PU) control cables (1) Custom mount for communications trailer mast (3) Custom tower mounts for domed positioning units (19) Hoisting grips (22) 3/8" Ground Kits (8) 6' LMR-600 jumper cables (24) RJ-45 Connectors (1) 40' spool of #6 AWG stranded green jacketed ground wire (910) 7/8" Stackable snap -in cable hangers (910) 3/8" Rubber grommet inserts for 7/8" snap -in hangers (6) Junction boxes (1) Nycoil for 65' mast (3) 19" Rack mounted 12 outlet AC power strips (3) 19" Rack shelves Installation and Configuration Services Communication Trailer ■ Install (1) BATS BTS-50 custom mount on communication trailer mast. ■ Install (1) BATS BTS-50 positioning unit on custom mast mount. IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 13 • • • • • • • • • • • Install (1) Cambium PTP49600 ODU on BATS BTS-50 positioning unit. Install (1) 2' 28dBi dish on BATS BTS-50 positioning unit. Install (1) Cambium LPU at the top of the mast. Pull (1) PU, (1) CAT5 and (1) RG58A cable through Nycoil cable conduit. Install (1) Nycoil on communication trailer mast and secure cables. Install (1) Cambium LPU inside communication trailer and ground to existing master ground bus bar. Install (1) Cambium PIDU in customer provided equipment rack. Install (1) rack mount BATS control unit in customer provided equipment rack. Install (1) VHF/UHF auto -activation subsystem. Configure (1) Cambium PTP49600 ODU. Configure (1) BATS control unit. North Beach Tower Site • • • • • • • • • • • • • • • Install (2) custom BATS mounts for self-support tower. Install (1) BATS DVM-50 domed positioning unit on each of the custom tower mounts. Install (1) Cambium PTP49600 ODU in each DVM-50 BATS positioning units. Install (1) 2' 28dBi dish in each BATS DVM-50 unit. Install (1) Cambium LPU below each BATS DVM-50 unit. Install (1) hoisting grip every 200' on (2) CAT5e and (2) control cables. Not to exceed 2 hoisting grips per cable. Install (1) CAT5e cable run to each PTP49600 ODU and secure to customer's cable ladder using 7/8" snap -in hangers and grommet inserts for 3/8' cable. Install (1) control cable run to each BATS DVM-50 and secure to customer's cable ladder using 7/8" snap -in hangers and grommet inserts for 3/8" cable. Install (2) Cambium LPUs inside customer's equipment shelter and ground to existing master ground bus bar. Install (2) Cambium PIDUs in customer provided equipment rack. Install (2) rack mount BATS control unit in customer provided rack. Install (1) VHF/UHF auto -activation subsystem. Install (1) Transient Voltage Suppression device on each of the control cable runs. Configure (2) Cambium PTP49600 ODUs. Configure (2) BATS control units. Rolling Hills Tower Site ■ Install (1) custom BATS mount for self-support tower. ■ Install (1) BATS DVM-50 domed positioning unit on custom tower mount. IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 14 • • ig • ii • • • • • • • • • • • • Install (1) Cambium PTP49600 ODU in DVM-50 BATS positioning unit. Install (1) 2' 28dBi dish in BATS DVM-50 unit. Install (1) Cambium LPU below BATS DVM-50 unit. Install (1) junction box at the below BATS DVM unit. Install (1) fiber patch panel in tower mounted junction box. Install (1) fiber jumper cable from tower mounted junction box to Cambium PTP4900. Install (1) hoisting grip every 200' on (1) CAT5e cable, (1) fiber cable and (1) control cable Not to exceed 3 hoisting grips per cable. Install (1) CAT5e cable run to PTP49600 ODU and secure to customer's cable ladder u sing 7/8" snap -in hangers and grommet inserts for 3/8" cable. Install (1) fiber cable run to PTP49600 ODU and secure to customer's cable ladder u sing 7/8" snap -in hangers and grommet inserts for 3/8 cable. Install (1) control cable run to BATS DVM-50 and secure to customer's cable ladder u sing 7/8" snap -in hangers and grommet inserts for 3/8' cable. Install (1) Cambium LPU inside customer's equipment shelter and ground to existing master ground bus bar. Install (1) Cambium PIDU in customer provided equipment rack. Install (1) rack mount BATS control unit in customer provided rack. Install (1) VHF/UHF auto -activation subsystem. Install (1) Transient Voltage Suppression device on control cable run. Configure (1) Cambium PTP49600 ODUs. Configure (1) BATS control units. Engineering Services • Install (1) custom BATS mount for self-support tower. General Notes and Assumptions • • • • Tower structures have structural capacity and adequate space for the installation of the proposed equipment. Changes to the scope of this SOW including but not limited to, expanding the area of responsibility, enhancement requests, or a change of work location, will be negotiated in writing and may change execution timing and add costs to the project. A separate quotation and/or change order will be drafted and agreed to by CTS and Customer. Materials and services not explicitly outlined herein are excluded and will be handled via a change order. The scope of work listed herein shall be performed in one mobilization. Fees do not include additional mobilization costs. Any downtime and remobilizations will be billed accordingly. IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 15 • • • • Access to the sites will be unimpeded and work by others will not delay CTS work activities. Work will be performed during daylight hours. Customer shall provide CTS with tax exemption documents prior to Notice to Proceed. N on receipt of these documents may results in additional costs to the Customer for taxes and will be billed accordingly. Pricing is valid for ninety (90) days. City of Fort Worth Responsibilities • • • • S ite Access — City of Fort Worth is responsible for insuring site access from 8:00 AM through 5:00 PM Monday through Friday. After hours and weekend access will be arranged accordingly. The site must be easily accessible to perform the job. City of Fort Worth shall provide necessary equipment required for site access if applicable. P roject Manager - City of Fort Worth is responsible for providing a single point of contact for the duration of the project. The assigned City of Fort Worth Project Manager will be responsible for acceptance/rejection of change orders and other on -site decisions during the duration of this contract. IP Scheme — The City of Fort Worth is responsible for providing IP addresses for all proposed network equipment. P ower Source — The City of Fort Worth is responsible for providing (2) 120 VAC electrical receptacles within 3' of the proposed equipment. IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 16 Project Exclusions Excluded services can be quoted via a change order. • • • • • • • • • • • • • • • • • • • • • • Microwave alignment Furnish and install transmission line entry port Equipment shelter exterior and interior grounding Furnish and install equipment building grounding bus bars Furnish and install tower grounding bus bars Grounding Bus Bars and attachment hardware Furnish and install of backup power equipment including generator, fuel tank and uninterrupted power supply FAA aeronautical studies, coordination and filing Leasing, permitting and zoning Recurring and non recurring utility costs including but not limited to fuel fill, electrical, telco etc. Construction design drawings Cutover coordination and assistance Testing and removal of hazardous materials, if encountered, during construction Spectrum analysis including but not limited to noise floor studies, spectrum mining, spectrum fingerprinting and interference mitigation Intermodulation studies Field path studies Tower mapping and structural analysis Furnish and install network switches and routers Furnish and install fiber SFP module in customer provided switch at Rolling Hills Tower site Network configuration beyond configuration of the PTP and BATS equipment IP scheme creation and development RFC 2544 and ITU-T Y.1564 testing IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 17 Pricing Line item pricing is provided below per the scope of work included herein. City of Fort Worth, IT solutions Department, Security Division Materials Installation and Configuration Management and Engineering Services BATS 2 Year Extended Warranty (3 DVM-50 and 1 BTS-50) $259,031.01 $44,047.81 $12,825.00 $19,950.00 TOTAL EXTENDED PRICING $335,853.82 City of Fort Worth BATS Network Payment Terms Completed work shall be invoiced to City of Fort Worth at the completion of Milestones as agreed upon by CTS Consolidated Telecom Services and City of Fort Worth prior to project initiation. Payment shall be received in NET30 from invoice date. General notes and assumptions apply. Tentative Schedule and Milestones 40% Upon Notice to Proceed 25% Upon North Beach Tower Site Equipment Installation Complete 25% Upon Rolling Hills Tower Site Equipment Installation Complete 10% Upon Final Acceptance IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 18 Statement of Work Acceptance By signing below the Customer accepts the scope of work provided including but not limited to assumptions, responsibilities and payment terms listed herein. Any changes or alterations to the statement of work contained herein are excluded and shall be approved by the City of Fort Worth representative via a change order. Customer Representative: Signature: Date of Approval: CTS Consolidated Telecom Services PO Box 2110, Round Rock, Texas 78680 IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 19 EXHIBIT B Quotation Summary Pricing Line item pricing is provided below per the scope of work included herein. City of Fort Worth, IT solutions Department, Security Division Materials Installation and Configuration Management and Engineering Services BATS 2 Year Extended Warranty (3 DVM-50 and 1 BTS-50) $259,031.01 $44,047.81 $12,825.00 $19,950.00 TOTAL EXTENDED PRICING $335,853.82 City of Fort Worth BATS Network Payment Terms Completed work shall be invoiced to City of Fort Worth at the completion of Milestones as agreed upon by CTS Consolidated Telecom Services and City of Fort Worth prior to project Initiation. Payment shall be received in NET30 from invoice date. General notes and assumptions apply. Tentative Schedule and Milestones 40% Upon Notice to Proceed 25% Upon North Beach Tower Site Equipment Installation Complete 25% Upon Rolling Hills Tower Site Equipment Installation Complete 10% Upon Final Acceptance IT Professional Services Agreement Revised June 2012 Consolidated Telecom Services, LLC 20 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 Consultant: Approved by City Department Director: Signature: Signature: 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 Revised June 2012 Consolidated Telecom Services, LLC 21 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: CTS Consolidated Telecom Services, LLC Legal Address: 204 Texas Avenue, Suite A, Round Rock, TX 78664 Services to be provided: Professional Consulting Services 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. Name: Pam Faver Positign•. President Signature ?. Nsme: Position: Signature 2. N1cros-: Position: Signature Name: Pam Faver (WAJVIk Signature of President / CEO Other Title: Date: 12/4/2013 IT Professional Services Agreement Consolidated Telecom Services, LLC Revised June 2012 22 MAC Review Page 1 of 2 CITY COUNCIL AGENDA Official site of the City of Fort Worth Texas FORT WORTH COUNCIL ACTION: Approved on 3/4/2014 DATE: 3/4/2014 REFERENCE NO.: 04BROADBAND ANTENNA 'C-26680 LOG NAME TRACKING SYSTEM (BATS) NETWORK CODE* C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Professional Services Agreement with CTS Consolidated Telecom Services, LLC, for the Installation of a Broadband Antenna Tracking System Using a Cooperative Contract for the Information Technology Solutions Department in the Amount Up to $335 853.82 and Approval to Use Grant Funds Awarded by the State of Texas Department of Public Safety (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a Professional Services Agreement with CTS Consolidated Telecom Systems, LLC, for the installation of a Broadband Antenna Tracking System using the Texas Department of Information Resources cooperative contract DIR-SDD-2058 for the Information Technology Solutions Department in the amount up to $335,853 82 and approval to use grant funds awarded by the State of Texas Department of Public Safety. DISCUSSION: The City of Fort Worth's Information Technology Solutions Department maintains a mobile communications center outfitted with radio system equipment used for on -site support of Police and Fire operations during significant events For example, the center most recently was deployed to Texas Motor Speedway during NASCAR and IndyCar races. The installation of a Broadband Antenna Tracking System (BATS) will expand the mobile communications center capabilities to include secure reliable high -bandwidth broadband access from the event site to the City's enterprise network. Attaching to City's network will enable on -site personnel to easily access City systems such as video as well as share data and information to support personnel at any City site. This includes access to WebEOC, the City's incident management system used to coordinate responses to significant events. Staff has examined similar systems and recommends installation by CTS Consolidated Telecom Services, LLC. Studies conducted indicate the system will operate from most areas inside the Fort Worth city limits including key sites such as Texas Motor Speedway, Forest Park and Amon Carter Stadium at Texas Christian University. On November 11, 2012, the City Council approved Mayor and Council Communication C-25968 accepting UASI grant funds to pay for programs to maintain and enhance local capabilities to prepare for, prevent respond to and recover from acts of terrorism and natural disasters. Upon approval from DPS, these grant funds will be used to pay for services under this Agreement. In order to meet deadlines for completion of the project, Staff recommends getting this agreement in place as soon as possible. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item Texas Department of Information Resources contracts http://www.fortworthgov.org/coimcilpacket/mcreview.asp7ID=19370&councildate=3/4/2... 3/6/2014 MM7&C Review Page 2 of 2 were competitively bid to increase and simplify the purchasing power of government entities. M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the department and approved by the M/VVBE Office, in accordance with the M/WBE or BDE Ordinance, because the purchase of goods or services is from source(s) where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER - An Administrative Change Order or increase may be made by the City Manager for this Agreement in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current Capital Budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 539120 004442607190 $335.853.82 Submitted for Citv Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Peter Anderson (8781) Alan Girton (8484) Steve Streiffert (2221) http://www.fortworthgov.org/council_ packet/mc_ review.asp?ID=19370&councildate=3/4/2... 3/6/2014