HomeMy WebLinkAboutContract 45008 (2)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 GenCore Candeo, Ltd. d/b/a The Genesis Group, (the
"Consultant" or "Contractor' ), a Texas Limited Partnership and acting by and through Kelley M. Clarida,
its duly authorized Vice President of Sales and Marketing, 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 — 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 the installation, configuration and training of Communication Network Performance
Management Software. 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 months or until project is
complete, unless terminated earlier in accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $64,618.33, 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.
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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
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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 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
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compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give
Consultant timely written notice of any such claim or action with copies of all papers City may
receive relating thereto. If the software and/or documentation or any part thereof is held to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such
use is materially adversely restricted, Consultant shall, at its own expense and as City s sole
remedy, either: (a) procure for City the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Consultant, terminate this agreement and refund to City the payments actually made to
Consultant under this agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
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:
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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
(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.
(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.
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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.
The Genesis Group
Attn: Kelley Clarida
5800 Eagles Nest Blvd.
Tyler, Texas 75703
Facsimile. 903-561-6228
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
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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.
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
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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. 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
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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]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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Alanis
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APPROVED AS TO FORM AND LEOALI `M
Maleshia B. Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
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Date Approved: q 12S( f I 3--
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EXHIBIT A
STATEMENT OF WORK
City of Fort Worth, Texas
GenWatch3-ATIA / CloneWatch
January 17, 2013
This Statement of Work (SOW) is an estimation of the products and services required to add
enhanced radio traffic data collection and reporting, as depicted and summarized below. It
describes the deliverables to be furnished to The City of Fort Worth (hereinafter called 'City')
and the tasks to be performed by Genesis to implement the solution described in this proposal.
Genesis is proposing to install at the City, GenGET software and hardware to capture the ATIA
(Air Traffic Interface Application) data stream, decode that data, and place it MS SQL database
files. Genesis will also be installing GenWatch3® NetVista and CloneWatch module interfaces to
allow the viewing of live system activity and to provide a 'portal' to all of the GenWatch3 Excel
based reports that are provided with the solution.
•
This SOW provides:
• A description of the responsibilities for Genesis and the City.
• The qualifications and assumptions taken into consideration during the development of
this proposal.
Genesis' support and coordination services will be provided at a level consistent with the
complexity of this project. In general, these services include the following:
• Design of the Genesis solution to match the City's system
• Creation of a Quotation for this project
• Specifying and ordering hardware for the installation
o Configuring the Genesis software on to the hardware at the Genesis lab
o Shipping configured hardware to the City
o Arranging Genesis representative s arrival to match arrival of the hardware
• System Activation
• Training
• Project Finalization
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Responsibilities
A successful project requires responsibilities to be managed by Genesis and the City. The
responsibilities of each party are outlined throughout this proposal. The information
contained within the Equipment List and work defined in this SOW is based on the
understanding that some tasks will be performed by Genesis and some will be performed by
the City. The assumption in this SOW is that the hardware ordered and provisioned by Genesis
and shipped to the City.
Genesis Responsibilities:
• Order and receive specified hardware at Genesis Labs - load OS updates from
Microsoft, and load Genesis Software.
o GenGET
o GenWatch3
o CloneWatch
Do as much software setup as possible
o The more information that is received from the City in advance, the more setup
can be done. Genesis has separate questionnaires for customer preferences and
network information.
• Label hardware ports and machines for ease of field installation
• Re -box hardware and ship to the City
Arrange travel dates for on -site Installation and Training
• Arrive at City
• Do basic functional review of the City's installation, test the installation, verify that
ATIA information is being captured and stored.
• Install and test GenWatch3 and CloneWatch user interfaces on selected City
workstations.
Conduct GenGET, GenWatch3 and CloneWatch Training
• Receive customer acceptance
0
0
0
City Responsibilities:
• Genesis has provided an implementation plan as part of this SOW. This must be
reviewed and complete prior to Genesis Representative's arrival.
• Verify to Genesis that ATIA is enabled on each zone that GenGET will be monitoring
• Provide and setup rack, capable of handling Dell rack mount servers (Provide Rack
Shelving or Server Mounts that suit City's particular rack configuration
• Provide appropriate electrical outlets
• Provide access to a segment of WAN for connection to the Genesis Servers.
• Provide UPS capable of handling Genesis equipment
• Arrange for students to be trained and tentative schedule for same
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• Provide DSL, VPN or other high speed mechanism for Genesis to do remote access,
testing and support
• Receive provisioned equipment from Genesis
• Install in racks, and connect equipment to power, hubs, ports, etc.
• Assure basic power -up functionality of the hardware
• Provide assistance to training engineer regarding space, people, etc.
Assumptions / Comments
• Genesis assumes that all customer responsibilities will be complete BEFORE Genesis
arrives for commissioning and training. If not, Genesis reserves the right to charge
for additional travel costs and day rates for the on -site Genesis representative.
• This project will be considered complete upon installation, programming,
optimization and training on the Genesis system.
• Documentation will be provided at the time of training.
• We assume that the City owns an active ATIA port on each Zone Controller.
• We assume that Genesis will be provided high speed access to all Genesis installed
equipment in order to provide the highest level of service and support.
Genesis Training and Installation Schedule
Day 1
• Verify City's installation of Genesis hardware
• Establish network connectivity
• Verify software installation & configuration
• Configure purges
• Enter customer site data
• Install and configure GenWatch3 NetVista, CloneWatch and other optional
premium modules on workstations
• Install reports as needed
• Configure passwords
• Create network diagram
Day 2 (Training)
• GenGET Architecture
• GenWatch3, CloneWatch and other live interface monitoring
• SkyView
• Reports (In depth look at canned reports, customization and ad -hoc reporting)
IT Professional Services Agreement Revised June 2012
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
13
Day 3 (Training and Testing)
o GenGET Database
o Database Maintenance
o Testing and Customer Acceptance
(Effria e
p Cl ntatt
PRK4R to arrival of Genesis Representative(s), the following items should be completed:
1. Make sure the ATIA option is enabled on the ASTRO or SmartZone system and is
available to the Reader PC
a. If this includes GenHPD, then ensure that the "billing output" option is enabled
on the GGSN and that the 'Reader' PC has two-way network communication with
the GGSN.
b. If this includes the UEM Enhancement, then ensure that the North Bound
Interface option is enabled per UEM and that the 'Reader' PC has two-way
network communication with the NBI port of the UEM and is receiving SNMP
traffic.
2. Make sure the ATIA is being routed out to one of the network cards on the 'Reader' PC
a. IF the ATIA is not being routed out to the 'Reader' PC, ensure that there is an
open port on the ASTRO / SmartZone LAN. (This is for connecting one of the Network
cards on the reader(s) to ATIA assuming the ATIA is not being routed out to the CEN. If the
ATIA is being routed OUT to the Reader, this is not required.)
3. Make sure all Genesis Hardware is physically installed and connected (Le. power,
networks, etc)
a. Computers should be physically installed and on a network that allows all Genesis
software components to communicate with each other
b. All Network, power and phone or Internet connections should be run and
working/connected as appropriate
4. Whenever possible, make sure there is a network connection available that will allow
Internet access for remote support use via VPN or WebEx (Internet) that would allow
Genesis to remotely connect to at least one of the Genesis Machines (we could remote
from one to the other(s) once connected to one). [Note: a temporary connection, on an as
needed basis, is fine]
5. Machine Names and Network IP address (if static) should be available upon arrival of a
Genesis Representative or provided to the Genesis Representative(s) prior to arrival
IT Professional Services Agreement Revised June 2012
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
14
6. Determine if the machines will be joined to the client's domain (preferred methodology).
If so, assign a domain account and send that information to Genesis (these account(s)
must have administrative privileges on the local PCs/Servers).
a. OR If not, verify that Genesis will be allowed a separate domain (This should be
done by your local IT staff. Genesis can do this if arranged in advance.)
b. Workgroups are not suggested for use with GenGET or any Genesis products
which require PC to PC communication. If a Workgroup is the only option,
connectivity options will require specific Windows user accounts with non -expiring
or changing passwords.
7. Ensure that an IT/Network person(s) familiar with the Motorola system and your network
will be readily available the first day of installation. Someone should also be available as
needed for the duration of the installation.
LEASE NOTE: If the c'aiSve items are nog d.ne and very° ged prir
to Genesis Representative's arrivat curt a rner will be r sp.nsibQe f
adoll ti nag time and tmve11 c osrts that may result.
For any specific questions or concerns about configuration or hardware setup, please
contact Genesis via one of the following:
Telephone 903.561.6673
877.548.0465
Email suaaort@aenesisworld.com
IT Professional Services Agreement Revised June 2012
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
15
EXHIBIT D
PAYMENT SCHEDULE
TITLE
Genesis
PART #
DESCRIPTION QUAN EACH
CORE GenGET MODULES
EXTENDE
D
MAIN GenGET
Reader
MAIN GenGET
DataProc
GG-READER
GenGET Reader module resides on a PC at the
zone controller to receive the ATIA stream UDP
packet from the zone controller and passes them on
to GW3.
1 4,534.00 4,534.00
GenGET DataProc module co -resides with the GZ-
GG-PROC DATASRV at the Network Ops Center to process 1 4,911.84 4,911.84
the ATIA stream from the GZ-READER
MAIN GenGET GG-
Database Server DATASRV
GenGET Data Server module co -resides with the
GZ-PROC at the Network Ops Center to store the 1 4,534.00 4,534.00
decoded ATIA stream from the GZ-PROC
OPTIONAL UNIQUE GW3 ENHANCEMENT
MODULES
GenWatch3
NetVista
CloneWatch for
SmartZone,
ASTRO 25 &
Dimetra
This is a bundle of selected features, modules and
reports for use with GenGET v6 or newer. This
GW3-NV shows live SmartZone, ASTRO, ASTRO 25, and 1 15,491.18 15,491.18
Dimetra activity via the ATIA data as well as allows
easy access to --30 Core reports.
GW3-CW
Optional module for GW3-NV. Dynamically find and
show radios suspected of being cloned.
Software Subtotal
1 7,178.84 7,178.84
36,649.86
GenGET / GenWatch3 NetVista Total Support &
Maintenance - 10.5% of software cost) Price
includes all telephone consulting, upgrades, web
and pcAnywhere connection for system analysis and 1 3,848.24 3,848.24
support for 1 year. It does not cover training of new
employees On site work will be performed at cost of
travel, lodging and meals.
TOTAL OF SOFTWARE and SUPPORT
40,498.10
i
IT Professional Services Agreement
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
Revised June 2012
16
i
GenGET MAIN
Reader
GG-HW-
Reader
GenGET MAIN
Data Processor GG-HW-
and Database DPDBS
Server
GenWatch3
NetVista or 'Vista
Host Computer
INSTALLATION
and TRAINING
GW3-HW-
CPU2
GG/GW3-
INST
Additional Support GG/GW3-
and Maintenance MTS
SHIPPING
ATIA Based Input
Package Total
GG/GW3-
SHIP
GG/GW3-PK
GenGET MAIN READER Computer Includes - Intel
Dual Core, Minimum 2GB SDRAM, , Minimum 160.0
GB 7200RPM hard drive, keyboard, mouse, 2 NIC
cards, modem, CD Drive, 17" monitor, 3 Year Next
Business Day Service Warranty Includes Required
Software: Windows OS
GenGET MAIN DATA PROCESSOR / DATABASE
SERVER Computer Includes AT A MINIMUM —
Rack Mount server, Intel Xeon Processor, 4 GB
SDRAM, RAID with (5) 73 GB 10k RPM SCSI Hard
Drives, CD-ROM, External USB Hard Drive for Back
up, keyboard, mouse, Versa Rails for Rack Mount,
Redundant Power Supply, 3 Year Next Business
Day Service Warranty ** Monitor is not included
with server** Includes Required Software: Windows
2008 Server, MS SQL Server 2008
Minimum Specifications: IntelTM Pentium 0 Dual
Core Processor, 256MB Graphics Dual Monitor
Capable Graphics Card, 4GB SDRAM Memory,
CD/DVD-ROM, 160GB SATA 10K RPM Hard Drive,
COM Port, 20 inch Flat Panel, Sound plus basic
speakers, Keyboard, Mouse, External UPS, Modem,
3 Year Next Business Day Service Warranty.
Includes Required Software: Windows OS, MS
Office Basic, PC Anywhere
SUBTOTAL OF HARDWARE
On Site - Installation, Set up & training for up to 20
people on GenGET & GenWatch3 NetVista,
CloneWatch daily function, reporting, database
maintenance and hardware with (1) Genesis
representative on site for 3 days. Includes all travel
expenses
Additional Year of Total Support @10.5% of
Software beyond 1 year.
ESTIMATED Shipping of Hardware from Genesis to
Client
CUSTOMER TOTAL
1 1,400.00 1,400.00
1 9,100.00 9,100.00
1 4,500.00 4,500.00
15,000.00
1 4,872.00 4,872.00
1 3,848.24 3,848.24
1 400 400
64,618.33
IT Professional Services Agreement
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
Revised June 2012
17
EXHIBIT C
MILESTONE ACCEPTANClz FORM
Services Delivered:
Milestone / Deliverable Ref. 1/:
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:
(TV•Cla ridgy
VP v-Maxkefin�
Oq L(20t2o
IT Professional Services Agreement Revised June 2012
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
18
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 Communication Network
P erformance Management Software to upgrade the City's Public Safety Radio Communications System.
In order to provide the necessary support, Contractor needs access to the Motorola Customer Enterprise
N etwork, City Network, IP Addresses, Domain Credentials as well as VPN or managed access for on-
going support and maintenance.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
N etwork for the sole purpose of providing Communication Network Performance Management Software to
upgrade the City's Public Safety Radio Communications System 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.
■
X
S ervices are being provided in accordance with City Secretary Contract No. .
S ervices are being provided in accordance with City of Fort Worth Purchase Order No. .
S ervices are being provided in accordance with the Agreement to which this Access Agreement
is attached.
N o 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
n ot 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,
e mployees 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
IT Professional Services Agreement Revised June 2012
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
19
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(f)
(g)
(h)
Contractor shall be responsible for any City -owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally -
owned computer equipment to the City's Network
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
Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding
public information
Contractor Personnel shall not copy or duplicate electronic information for use on any
non -City computer except as necessary to provide services pursuant to this Agreement
All network activity may be monitored for any reason deemed necessary by the City
A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon
termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor -owned equipment that contains City -provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City -provided
Network credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
A
(Su)an Alanis
assistant City Manager
Date: (8:2 lin
w
APPROVED AS TO FORM A
Se in or Assista
M&C:
j
t City Attorney
none required
IT Professional Services Agreement
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
20
CONTRACTOR NAME:
By: la rfle{ Oyu d
iZTarne: Kelley M. Clarida
Title: Vice Pr side t, Sales and Marketing,
Date: U9!S4&DI "ei,
•
tl)
�11': _Ca)
�.,
itle: f X k f u-¢MQ.
•
IJa11/jC 3
RpYispd impt?Qi • t; , �::,
Fc:41 �� `t1 1� fmtc-i l r� 1 c tt
j' U 'WOW [l 4
IXHIE1I T E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company:
Legal Address:
Services to be provided:
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name: )'<et kLjl:. (��Qra—Position: y p��:.e� n9
Signature
2 Name: M
Position:
Signature
yY) 01 coN-thcts-
rsha YUnb
FO
CtAAAtoljtt
3. Name:
Position:
Signature of Vresld?
Other Title: l / 1,terr��,`t
Date: 1
k I /
IT Professional Services Agreement Revised June 2012
GenCore Candeo, Ltd. d/b/a/ The Genesis Group
21
M&C Review
Page 1 of 2
U CIL
A
COUNCIL ACTION: Approved on 9/24/2013
DATE: 9/24/2013 REFERENCE
NO.:
CODE:
SUBJECT:
**C-26455
C TYPE: CONSENT
LOG NAME:
PUBLIC
HEARING:
Authorize Execution of an Agreement with GenCore Candeo, Ltd. d/b/a The Genesis
Group, in the Amount of $64,618.33 for the Acquisition and Implementation of Upgrades to
the City's Public Safety Radio Communications System Management Systems to Enhance
Radio Traffic Data Collection and Reporting (ALL COUNCIL DISTRICTS)
Official site of the City of Fort Worth, Texas
FORT WORTH
04GENESIS GROUP P25
U PGRADES GENWATCH3
N ETVISTA
N O
rn_: - x-.S%
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement with GenCore
Candeo, Ltd. d/b/a The Genesis Group in the amount of $64,618 33 for the acquisition and
implementation of upgrades to the City's Public Safety Radio Communications System Management
Systems to enhance radio traffic data collection and reporting.
DISCUSSION:
On July 19, 2011, (M&C G-17327) the City Council adopted appropriation ordinances to fund the
replacement of the City's aging Public Safety Radio Communications System. Disbursement of
project funds will continue through the project completion scheduled for March, 2015.
These software and hardware upgrades will enable the management systems and the radio system
to interface seamlessly. They enable the existing management systems to take advantage of the
capabilities of the new digital radio communications system. Enhancements include the capability to
gather information directly from the equipment resulting in more complete and accurate data being
transmitted over the City s 6,000+ radios. The upgrades will also include the ability to deploy updates
o r changes to the radios wirelessly so that customers can set up remote maintenance on the
radios. Additionally, security will be enhanced as Staff will get alerts when the system suspects an
u nauthorized radio has accessed the P25 system and will have the capability to quickly identify these
u nauthorized radios.
Because these are enhancements to existing systems and are provided exclusively by GenCore
Candeo, Ltd. d/b/a The Genesis Group, these acquisitions are sole -sourced
M/WBE Office - A waiver of the goal for MBE/SBE subcontracting requirements was requested by IT
Solutions and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the
purchase of goods or services is from sources where subcontracting or supplier opportunities are
n egligible.
ADMINISTRATIVE INCREASE - An administrative amendment or increase may be made by the City
Manager for the amount up to $25,000 00 and does not require specific City Council approval as long
as sufficient funds have been appropriated.
AGREEMENT TERM - Upon City Council's approval, this Agreement shall begin upon execution and
shall continue for six months or until project completion.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=1 8 8 90&councildate=9/24/201 3 9/30/2013
M&C Review Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current capital
budget, as appropriated, of the Information Systems Capital Project Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
P251 539120 041030173520 $64.618.33
Submitted for Citv Manaaer's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Susan Alanis (8180)
Peter Anderson (8781)
Alan Girton (8484)
Steve Streiffert (2221)
http://apps.cfwnet.org/couneil_packet/mc_review.asp9ID=1 8 8 90&couneildate=9/24/201 3 9/30/2013