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HomeMy WebLinkAboutContract 45516 (2)le a Y , n LLIA Cirul ' 5 JdU(PACI 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 ALLEN SYSTEMS GROUP, INC., (the "Consultant" or "Contractor"), a Delaware Corporation and acting by and through Doug Swift, its duly authorized Vice President of Professional 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 — Milestone Acceptance Form 5. Exhibit D — Network Access Agreement 6. Exhibit E — Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing assessment, implementation, and training services for the ASG-Zena product. 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 10 consulting days to be used within 6 months of signing the agreement ("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 $20,500.00 in accordance with the provisions of this Agreement and the Payment Schedule 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. IT Professional Services Agreement Allen Systems Group, Inc. 1 ei.'evised June 2012 O[i ICIAL RECORDsxecution Copy 3.19.2014 CITY SECRETARY _rat WORTH, TX 4. TERMINATION. 4.1. Convenience. 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 Either party for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the other party as confidential and shall not disclose any such information to a third party without the prior written approval of the other party. 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 IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 2 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 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) 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 IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 3 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. D. LIMITATIOM OF LIABILITY - EXCEPT WITH RESPECT TO ITS FOREGOING INDEMNIFICATION OBLIGATIONS CONSULTANT'S TOTAL LIABILITY TO CITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY CITY FOR THE SERVICES GIVING RISE TO THE LIABILITY. CONSULTANT SHALL IN NO EVENT BE LIABLE FOR LOSS OF PROFIT, GOODWILL OR OTHER SPECIAL, INDIRECT, OR ANY CONSEQUENTIAL DAMAGES SUFFERED BY CITY OR OTHERS IN ANY WAY ATTRIBUTABLE TO THE SERVICES PROVIDED HEREUNDER. 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 IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 4 owned and hired, but shall not include non -owned vehicles. (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access in breach of duty to maintain security or confidentiality under any law or written contract (ii) Unauthorized disclosure of information in violation of federal or state privacy laws or subject to a written confidentiality agreement (iii) Negligent transmission of malicious code or computer virus or failure to protect computer systems from being used in denial of services attack against third parties (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 $250,000 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. IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 5 (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 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. Alien Systems Group, Inc. Attn: Doug Swift 700 Highlander Blvd Arlington Texas 76015 Facsimile. (817)652-4581 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 IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 6 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. 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 IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 7 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 26. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C " If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section 'Consultant Personnel') requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit D" and incorporated herein for all purposes. 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (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. Upon written request from the City, Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 8 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 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 "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] IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 9 IN ITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this ay of , 204 . ACCEPTED AND AGREED: CITY OF FORT WORTH: By: L Sus. n Alanis Assistant City Manager Date:44iu114 APPROVED AS TO ORM AND LEGALITY: Maleshia : _ Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: IAA" Rat IA Date Approved: IT Professional Services Agreement Allen Systems Group, Inc. 10 Allen Systems Group: By: Doug Swift 11/4- -' Vice President of Professional Services -96.6- 14 Revised June 2012 OFFICIAL RECORI Execution Copy 3.19.2014 . CITY SECRETARY FT. WORTH, TX EXHIBIT A STATEMENT OF WORK AA‘jiriaCAr IT Professional Services Agreement Allen Systems Group, Inc. Statement of Work Prepared for: City of Fort Worth March 19, 2014 Version #1 142370 11 Revised June 2012 Execution Copy 3.19.2014 Overview This Statement of Work number 142370 defines the scope of work, the tasks and explains the responsibilities of Allen Systems Group, ("ASG") and City of Fort Worth ('Customer"), as they relate to this Time and Materials engagement. Changes to this Statement of Work will be processed in accordance with the procedure described in the section Project Change Control." Research into proposed changes and the implementation of these changes, if any, may result in additional charges and changes to the estimated schedule. Engagement Description ASG will provide up to 10 days of time and materials for ASG-Zena services that include the following: • ASG Zena Environment discovery/analysis to level set current and future usage including • Setup of Test environment modeling Production • Implementation of ASG ZenaSync and best practices • Setup of Security Procedures, Profiles, Rules • Determine next steps from analysis phase • Provide assistance to setup and/or implement tasks Identified as next steps and as best practices in both Test and Production • Provide ASG-Zena Administrator / Development User training with associated documentation of Zena Specific dates of the engagement will be determined by mutual agreement between ASG and City of Fort Worth. To provide ASG the opportunity to properly staff this engagement, a minimum of 2 weeks' lead time from receipt of the signed Agreement is required. Engagement Assumptions & Requirements The following assumptions and requirements apply for this engagement: 1. Customer will provide internal staff members, as requested and required by ASG, to answer functional, technical, and strategy -related questions. 2. If the work anticipated in this Statement of Work has not been scheduled within 90 days of the date of execution, then this Statement of Work will automatically terminate with no further obligation on either party. 3. The ASG consultant must use out -of -the box function of Zena. No customization to Zena should be allowed per customer. Customer may be required to change its processes in order to use only out of the box functions. ASG will not provide any customized software that is not part of the warranted or supported software. 4. All required onsite work will be performed at Customer's facilities, using its computer resources. 5. Customer will provide workspace, furniture, supplies, and equipment (including a telephone) required by ASG to support the onsite ASG staff for the duration of the project 6. It is assumed that any data provided is an accurate sample of all the customer data. The data provided for testing will be a complete representation of the data that will be encountered in production and will be used as a basis for the acceptance criteria of the deliverables of this project If data is found during the project that is different than the sampled data provided, the IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 12 baselines deliverables and cost may need to be revised. If this occurs, it will be handled through the standard Project Change Control process. 7. Unless otherwise specified in this Statement of Work, it is Customer's responsibility to have complete backups of any data prior to commencement for our Services. ASG assumes no responsibility for lost data. 8. Customer will ensure adequate support for third -party software and hardware is available when needed. Further in the event of incompatibilities or other issues ensure that the appropriate personnel are available to troubleshoot or reconfigure as needed. 9. Customer will be responsible for providing appropriate Internet, phone, or other communication channels as needed to complete work activities. This includes workspace, furniture, and supplies, required by ASG to support the onsite ASG staff for the duration of the project 10. Customer will have in their possession or have direct access to any software and or licenses purchased from ASG needed to complete the installation. 11. All issues related to hardware configuration, compatibility, and trouble -shooting are outside the scope of this document. If the Customer chooses to have the ASG Consultant work to resolve issues that are identified during the scope of this project then the customer agrees to submit a change request authorizing the additional time needed to resolve these issues on a time and material basis. Project Change Control If changes to this Statement of Work are requested, an Addendum must be developed and accepted by both parties. The Addendum will describe the scope change the reason for the change, and the effect the change will have on the project Any out of scope activity requires an Addendum to avoid out of scope charges ASG and Customer will review the proposed change(s) and recommend joint approval, further investigation or rejection. ASG will specify the charge (if any) for such an investigation. A written Addendum must be signed by ASG and Customer to authorize implementation of the investigated changes. Schedule This engagement is estimated to require up to 10 consultant -days of services. The start date will be agreed to in writing by both ASG and Customer staff. To provide ASG the opportunity to properly staff this engagement, a minimum of 2 weeks' lead time from receipt of the signed Statement of Work is required. Location If onsite work is required, the engagement, the engagement will be performed at Customer's facilities: 275 W. 13th Street, Fort Worth, PC, 76102. Contact Information IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 13 Customer's contact for this engagement is listed below, who will be responsible for making the arrangements necessary to accommodate ASG staff members and providing them with the Customer resources required to complete the work effort. Contact Name. Mark Deboer Phone: (817)392-8598 Email. mark.deboerna,fortworthaov.orq ASG's contact information for this engagement is listed below. Contact Name. Jon Fink Phone: (239) Email. ion.fink a(�,asq.com Contact Name. Daniel Ayres Phone: (817)652-6304 Email. daniel.ayres(a,asq.com Contact Name. Doug Swift Phone: (827)652-6381 Email. doug.swift@asg.com - Primary Consultant Senior Practice Director VP of Professional Services IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 14 EXHIBIT B PAYMENT SCHEDULE Fees Fees are not to exceed $20,500.00. This estimate is derived from information supplied by The City of Fort Worth and is contingent upon adherence to the Engagement Assumptions and Requirements of the Statement of Work Exhibit A. The fees are based on 10 consultant days with a maximum of 3 onsite trips. The fees are separated into fixed milestones. Payments / Costs Milestones and Payments Milestone #1 - Assessment Phase ASG Zena Environment discovery/analysis to level set current and future usage including • • • Setup of Test environment modeling Production Implementation of ASG-ZenaSync and best practices Setup of Security Procedures, Profiles, Rules Analysis & Determine next steps from analysis phase Milestone #2 - Implementation Phase Provide assistance to setup and/or implement tasks identified as next steps and as best practices in both Test and Production Milestone # 3 - Training Phase Provide ASG Zena Administrator / Development User training with associated documentation of Zena Total not to exceed Cost Estimated Total $6,000.00 $8,500.00 $6,000.00 $20,500.00 IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 15 Payments Customer will be invoiced based upon completion and acceptance of each milestone. A Milestone Acceptance Form (Exhibit C) must be completed for each milestone prior to invoicing The City of Fort Worth. The City of Fort Worth will pay each invoice within 60 days of receipt Interest for any amounts overdue accrues at the rate of 1.5% per month until paid from the due date. Taxes resulting from the performance of the services will be the responsibility of The City of Fort Worth (except for the income taxes of ASG or its employees). ASG will send invoices for this engagement to: City of Fort Worth — IT Finance 1000 Throckmorton Fort Worth, TX. 76102 Attention Mark Deboer IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 16 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 Allen Systems Group, Inc. Execution Copy 3.19.2014 17 EXHIBIT D NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the Network '). Contractor wishes to access the City's network in order to provide assessment, implementation, consulting and training services for ASG-Zena. In order to provide the necessary support, Contractor needs access to both Test and Production environments where the ASG Zena product is installed or will be implemented. 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 consulting and education for ASG Zena. 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. 0 ■ Services are being provided in accordance with City Secretary Contract No. . Services are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met. 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5 1 Notice to Contractor Personnel — For purposes of this section Contractor Personnel shall include all officers, agents, servants, employees or representatives of Contractor. Contractor shall be IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy a 19.2014 18 responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the Toss 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: Q� nociot) 0 • oil .tvit?,) -EL\ 00 AT }v `'©C ©0' QF FORT WORTH: Secret APPROVED nis ay Manager Cl r S TO FORM AND L Assistant City A ttorney M & C: none reauired IT Professional Services Agreement Allen Systems Group, Inc. GALITY: 19 Allen ygt ms Gro By: Name: Doug Swift Title: VP of Professional Services Date: ATTEST: By: tic Name:. JV t EC_ Title: _4>E►Z✓t CC Revised June 2012 Execution Copy 3.19.2014 EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company. Allen Systems Group Inc. Legal Address: 1333 Third Ave S. Naples FL 34102 Services to be provided: Product Consulting and Education 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. Doug Swift Pos' `•n: f ..Presiden S ignature ssional Services N ame: Derek Eckelman Position: Executive VP and General Counsel LP t_e_, esiC SignatQ 3. Name. Art lera Position: reside S ignature Art Allen Signature of President / CEO Other Title: Date: in 2 0 ( W IT Professional Services Agreement Revised June 2012 Allen Systems Group, Inc. Execution Copy 3.19.2014 20