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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH (the "City" or "Customer"), 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 Tangoe, Inc., (the "Consultant" or "Contractor"), a
Delaware corporation and acting by and through Thomas Beach, its duly authorized VP Finance, 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— CommCare Premium Schedule
3. Exhibit B— Payment Schedule
4. Exhibit C— Service Level Agreements
5. Exhibit D— Historical Audit
6. Exhibit D1- Credit and Optimization Opportunities
7. Exhibit E— Milestone Acceptance Form
8. Exhibit F— 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 the City with telecommunications expense management and related services.
Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," CommCare
Premium Schedule, 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 12 months ("Initial Term").
The City shall have the option to renew this Agreement for two 1-year renewal terms (each a"Renewal
Term") by providing Consultant written notice of renewal at least 60 days prior to the expiration of the
Initial Term or the Renewal Term, as the case may be.
3. COMPENSATION.
Unless otherwise agreed to by the parties, the City shall pay Consultant an amount not to exceed
$169,000.00 for the Initial Term, and upon renewal, an amount not to exceed $84,000.00 for each
Renewal Term, 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.
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RECEIVED JUN 2 6 Z���
TERMINATION.
4.1. The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 60 days' written notice of termination; provided that, in the event the
City terminates this Agreement other than for breach, the City shall pay Tangoe an early
termination fee equal to the Minimum Monthly Fee (defined in Exhibit B) multiplied by the number
of months remaining between the date of termination and the expiration of the current term of this
Agreement. Further, in the event the City terminates this Agreement prior to the expiration of the
Initial Term, and the Implementation Fee as set forth in Exhibit B has not been paid, the City shall
be obligated to pay the Implementation Fee prior to the effective date of termination.
4.2 Non-aapropriation 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 Obliqations 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.
5. DISCLOSURE OF CONFLICTS� CONFIDENTIAL INFORMATION• USE OF PROPRIETARY
SOFTWARE: EXPORT CONTROL.
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 ConsultanYs
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
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the City to protect such information from further unauthorized disclosure.
5.4 Use of Proprietary Software. Consultant will provide the City with access to Consultant's
proprietary, Internet-accessible software ("ConsultanYs Proprietary Software") configured for use with the
services identified in the Statement of Work. Consultant's Proprietary Software, databases and data,
and all improvements, enhancements, modifications, and derivative technology to Consultant's
Proprietary Software, including all copyrights and other intellectual property therein, are and will remain
the sole and exclusive property of Consultant. Consultant reserves all rights not expressly granted to the
City in this Agreement. Subject to the terms and conditions of this Agreement, any additional usage
terms in the Statement of Work, Consultant grants the City the right to access ConsultanYs Proprietary
Software and any modules to which the City is entitled through the Statement of Work. Any such access
shall be through the Internet. The City may only use ConsultanYs Proprietary Software for the City's own
internal use, solely in connection with the City's own internal business activities. The City may not: (i)
download or copy Consultant's Proprietary Software or otherwise reproduce Consultant's Proprietary
Software or any portion thereof, except as expressly authorized by Consultant (however, the City may
download any reports or data); (ii) modify, reverse engineer, decompile, disassemble, or attempt to
derive the source code of ConsultanYs Proprietary Software; (iii) permit, sell, lease, assign, resell,
license, sublicense, distribute or otherwise transfer the use of or access to ConsultanYs Proprietary
Software for use by third parties; or (iv) create, write or develop any derivative technology or software
program based on Consultant's Proprietary Software or any confidential information belonging to
Consultant.
5.5 Passwords and Usernames. Customer will access ConsultanYs Proprietary Software using
username and passwords. User names and passwords will only be issued to employees of the City or
third parties that Consultant approves in writing. Consultant reserves the right to refuse issuing user
names and passwords to such third parties that Consultant deems to be direct competitors of Consultant.
In addition, the City may access ConsultanYs Proprietary Software using specific static Internet protocol
(IP) addresses. The City shall be solely responsible for issuing, controlling and monitoring use of user
names, passwords and static IP addresses and shall take all reasonable steps to safeguard user names
and passwords and access to any such static IP address. The City shall immediately notify Consultant of
any unauthorized disclosure or use of the passwords or access to Consultant's Proprietary Software or the
need to deactivate passwords and provide to Consultant its reasonable cooperation to remedy such
unauthorized disclosure or use. Passwords are subject to cancellation or suspension by Consultant upon
the misuse of passwords by the City.
5.6 Riqht to use Deliverables. Solely in connection with the provision of services hereunder and
subject to the terms and conditions of this Agreement, Consultant grants the City a limited, revocable,
non-exclusive, non-transferable right to access and use any tangible deliverables provided by Consultant
to the City solely for the City's internal business purposes.
5.7 Export Control. To the extent applicable to the City, neither ConsultanYs Proprietary
Software, nor any other technical data received from Consultant, nor the direct product thereof, shall be
exported or re-exported outside the United States except as authorized and as permitted by the laws and
regulations of the United States. If City is an agency of the U.S. Government or U.S. Government
contractor or subcontractor at any tier, then the U.S. Government shall agree that use of ConsultanYs
Proprietary Software is subject to the restrictions on use as permitted by FAR 52.227-19 (June 1987) or
DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations, or similar acquisition regulations of other
applicable U.S. Government organizations. Certain of Consultant's Services that utilize encryption
technology have a U.S. Export Control Classification Number that is EAR99. Such Services that utilize
encryption technology are subject to the U.S. Export Administration Regulations (EAR) 15 CFR Chapter
VII and/or the International Traffic in Arms regulations (ITAR), 22 CFR Chapter I Subchapter M. The City
acknowledges that with respect to such products and services, the City will comply with these regulations.
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6. RIGHT TO AUDIT.
Subject to the audit fees set forth in Exhibit B, which shall only apply to an audit of Consultant's
facilities and not to an audit of ConsultanYs books and records, Consultant agrees that the City shall,
until the expiration of three (3) years after final payment under this contract, or the final conclusion of any
audit commenced during the said three years, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of the consultant involving
transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City
shall have access during normal working hours to all necessary Consultant facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section; provided that in no event shall the City be given access to ConsultanYs
proprietary back end tools or any information belonging to ConsultanYs other customers. 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
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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, settie, or pay, at its own cost and
expense, any claim or action against the City for infringement of any patent, copyright, trade
secret, or similar property right arising from City's use of the software and/or documentation in
accordance with this agreement. Consultant shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. If the software and/or documentation or any part thereof is held to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such
use is materially adversely restricted, Consultant shall, at its own expense and as City's sole
remedy, either: (a) procure for City the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Consultant, terminate this agreement and refund to City any unused fees actually paid to
Consultant under this agreement. This section states the entire liability of Consultant with respect
to infringement of any intellectual property rights by the services provided under this Agreement.
D. LIMITATION OF LIABILITY - EXCEPT FOR A BREACH OF SECTION 5.2 (CONFIDENTIALITY)
OR SECTION 5.4 (USE OF PROPRIETARY SOFTWARE), NEITHER PARTY WILL BE LIAB�E FOR
ANY LOST PROFITS, �OSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES OF ANY TYPE ARISING OUT OF OR IN CONNECTION WITH THE
AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN
IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL PURPOSE OF ANY
REMEDY. EXCEPT IN THE EVENT OF CONSU�TANT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, IN NO EVENT SHALL CONSULTANT'S LIABILITY TO THE CITY EXCEED THE FEES
PAID OR OWED BY THE CITY TO CONSULTANT UNDER THIS AGREEMENT IN THE ONE YEAR
PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
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.
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10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives
in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non-owned
(c) Worker's Compensation - Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ.
Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and $100,000 per disease per employee
(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
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(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.
(� 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 ConsultanYs 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
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follows:
City of Fort Worth
Attn: Susan Alanis, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
Tangoe, Inc.
Attn: Legal Department
35 Executive Blvd.,
Orange, CT 06477
Facsimile: 203-859-9427
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
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, iilegal 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.
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20. HEADINGS NOT CONTRO�LING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
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.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 25 OR SECTION 8(c), CONSULTANT
DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND RESPECTING THE
SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
26. MILESTONE ACCEPTANCE.
The deliverables and milestones shall be agreed to by the parties as set forth in the attached
Exhibit A, CommCare Premium Schedule. 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 "E." 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
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acceptance will not be unreasonably withheld.
27. NETWORK ACCESS.
If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of
this section "Consultant Personnel"), requires access to the City's computer network in order to provide
the services herein, Consultant shall execute and comply with the City's current Network Access
Agreement.
28. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant
shall verify the identity and employment eligibility of all employees who perForm work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or
liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the
dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit
the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration
Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by
the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties
shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,
then either party shall have the right to exercise any and all remedies available under law regarding the
dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance
with this informal dispute resolution process, the parties agree to continue without delay all of their
respective duties and obligations under this Agreement not affected by the dispute. Either party may,
before or during the exercise of the informal dispute resolution process set forth herein, apply to a court
having jurisdiction for a temporary restraining order or preliminary injunction where such relief is
necessary to protect its interests.
IT Professionai Services Agreement Revised June 2012
Tangoe, Inc.
]0
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 "F" 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.
IN TNESS WHEREOF, the parties hereto have executed this Agreement in multiples this�-�� day of
� �'i—�, 20 / �
��_
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Sus n Alanis
ssistant City Manager
Date: (p � a � I ( �,
/���1
By:
City
'fi`'
APPROVED AS TO FORM AND LH�
�t,
Males ia B. Farmer
Senior ssistant City Attorney
CONTRACT AUTHORIZATION:
M&C: P-11514
Date Approved: April 16, 2013
IT Professional Services Agreement
Tangoe,lnc.
NAME OF CONSULTANT:
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Name: ���� (���
Title: v , � ��.��,�
Date: ��1T�p ��,� , ��U 1�.
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EXHIBIT A
COMMCARE PREMIUM SCHEDULE
This CommCare Premium Schedule (the "Schedule"), is effective as of the last date signed by the parties
below ("Schedule Effective Date"), and is executed and made a part of the Professional Services
Agreement (the "PSA"), dated , 2013 by and between City of Fort Worth ("Customer")
and Tangoe, Inc. ("Tangoe").
1. General
a. Schedule Construction
This Schedule is subject to the terms of the PSA. In the event of a conflict between the terms of the
PSA and this Schedule, the PSA shall control. All capitalized terms used in this Schedule have the
meanings given to them below; or, if not defined below in this Schedule, have the definitions given to
them in the PSA.
b. Compensation for Services; Schedule Term
As compensation for Tangoe's CommCare Premium services described herein (the "Services"),
Customer shall pay Tangoe the fees set forth in Exhibit B. The term of this Schedule shall be as set
forth in the PSA.
c. Administrative Support
Tangoe will provide support for up to 10 Customer administrators. This support includes tracking and
updating issues with respect to Tangoe's Proprietary Software and Tangoe's Services. Further,
Tangoe will facilitate meetings as necessary between Tangoe and Customer to discuss service
delivery issues.
2. Definitions
Billing Inventory Includes any items reflected on a Customer invoice representing a
circuit or device that can be customized based on Customer need and
include subcomponents of a circuit such as port or PVCs aligned to the
main access circuit. Examples include, but are not limited to, circuits,
toll free lines, and calling cards. Circuits may or may or may not contain
a billin char e.
CMP Tangoe's CommCare Management Platform, including all updates,
corrections, bug fixes, and/or maintenance modifications made by
Tan oe.
Complex Allocations that occur at the Vendor Account Number or Inventory Line
Allocations Item level. This applies in circumstances where the billed Inventory Line
Items are dynamic and Customer determines that fixed percentage
allocations are not sufficient. Complex Allocations exist whenever a
billing charge to a Vendor Account Number or Inventory Item is assigned
to multiple cost centers through a variable calculation algorithm rather
than a recurring fixed amount. The dollar amount associated to the cost
center is determined by a variable that is submitted to Tangoe on a
eriodic schedule.
Executive The individual appointed by Tangoe or Customer responsible for tracking
Manager the progress of the Implementation Plan and resolving issues escalated
by the Implementation Managers. Executive Manager must be the
senior executive within the business division, department or similar unit
res onsible for the activities contem lated b this Schedule
IT Professional Services Agreement
Tangoe,lnc.
Revised June 2012
12
Implementation A Tangoe-produced and provided document identifying implementation
Guide rocedures and standard file la outs for exchan in data.
Implementation The individual appointed by Tangoe or Customer responsible for
Mana er administration and mana ement of the Im lementation Plan.
Implementation The plan mutually agreed upon between the parties during the kickoff
Plan meeting which sets forth the action items required for successful
implementation of the Services. The plan describes each task, the party
responsible for completing the task and the milestone dates for
com letion of the tasks.
Inherited Past Invoices ready for initial processing within CMP that were previously
Due Balance under the control of Customer or Customer's prior invoice processing
rovider and have a ast due balance.
MACD Move, add, change or disconnect of Telecom Services
Optimizable A Vendor for which Customer has a written contract that provides rate
Vendor plan flexibility to perForm changes to services and reduce costs without
penalty through Optimization. Vendor must also be able to consistently
provide Tangoe with electronic billing data in preferred format giving
visibilit enou h to make such chan es.
Optimization Mobile service number profiling, pooled rate plan optimization (for
Vendors that have greater than 150 lines per invoice), voice, data, and
SMS o timization and reallocation.
Optimization Representation of Telecom Services utilized by Customer and Tangoe's
Profile ability to provide recommendations for optimal rates for such Telecom
Services.
Payment This term when used in describing service levels represents either the
act of paying a Customer invoice or creating the payment file to be used
with Customer's AP system, depending on the option selected by the
Customer.
Playbook A definition of the rules of engagement and business processes
employed to customize Tangoe's Services for Customer.
Region Each of (i) North America, (ii) Europe, Middle East and Africa, (iii) Asia
Pacific and iv Latin America.
Service When CMP is configured and one Customer invoice is able to be paid
Commenceme out of CMP
nt
Simple Orders Orders that require limited follow-up or technical evaluation. Refer to
Im lementation Guide for exam les of Sim le Orders.
Target Service The date mutually agreed upon by the parties and set forth in the
Commenceme Implementation Plan.
nt
Telecom Voice, data, networking or mobile services purchased from a Vendor.
Services
Vendor A provider of Telecom Services to Customer [in North America]
Vendor A unique designation by a Vendor, also known as an account number,
Account for which Vendor services (i.e. Billing Telephone Number/BTN) is
Number detailed
Vendor One master service agreement or contract refresh for one Vendor; and
Contract Corresponding amendments, attachments, exhibits dated within the
previous 12 months, or since the date of the agreement or contract
refresh, whichever is later.
Workbook A comprehensive review of the Tangoe-Customer relationship outlining
service level attainment by key deliverable areas, savings tracking
information, invoice processing schedules, action log of open items and
escalation ath across all arties.
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
13
3. Implementation, Desiqn, and Discovery
Tangoe and Customer will coordinate a mutually convenient kickoff meeting after execution of this
Schedule to define the workflow processes to be followed during Tangoe's performance of the Services
under this Schedule.
Each party will assign an Implementation Manager and Executive Manager. The name of the
Implementation Managers and Executive Managers together with their respective contact information shall
be set forth in the Implementation Plan. The Implementation Plan shall be a milestone accepted using
Exhibit E, Milestone Acceptance Form.
Tangoe's Implementation Manager will be responsible for monitoring the Implementation Plan and
providing input and guidance with respect to Customer's tasks set forth in the Implementation Plan.
Tangoe's Implementation Manager shall also provide a bi-weekly status report to Customer's
Implementation Manager and each Executive Manager, which will include an implementation task status,
milestones achieved, milestones missed, resulting delays and responsibility for such delays. Such
reports may also suggest reasonable mid-course adjustments that can be made to the Implementation
Plan to avoid delays and each party hereby agrees to make any such reasonable mid-course adjustments.
The parties hereby agree to work diligently and in good faith to clearly document and assign responsibility
for each delay in Service Commencement. Any dispute with respect to the Implementation Plan, missed
milestones or resulting delays shall promptly be escalated to the Executive Managers.
a. Tangoe's Responsibilities:
Tangoe will implement and configure Tangoe's CMP instance based on information provided by Customer
and information that Tangoe acquires from Customer's Vendors. As part of this process, Tangoe will:
Expense Manaqement
A. Coordinate an initial Customer meeting to jointly define the process for invoice: receipt,
approval, allocation, reconciliation, exception management, audit and remittance processes;
B. Provide Customer with an Implementation Guide, which outlines required information, roles
and responsibilities, and data exchange format(s);
C. Implement a process supporting the creation of one Customer-defined payment file per
Region for invoice remittance and/or general ledger file for cost allocation;
D. Build Customer's Billing Inventory, which Tangoe derives from Customer invoices and other
industry means including but not limited to Vendor and Customer-provided information (Billing
Inventory established by Tangoe will conform to Tangoe's inventory field layout which includes
Vendor Name, Vendor Account Number, Item/Circuit ID, Service Category, Service Sub-
Category, Service Location and Allocation);
E. Implement a Customer-specific invoice approval process prior to invoice Payment taking into
account invoice exceptions, variances, and threshold breaches as defined by Customer;
F. Load Customer's Vendor Contracts to provide Customer visibility via CMP;
G. Develop a Customer Playbook in conjunction with Customer;
H. Provide up to 20 hours of training on use of CMP at a mutually agreed upon location or web
based;
I. Build Customer's mobile device inventory, to the extent possible from the information provided
by the Customer. This will include the service (phone) number to employee identification code
relationship and device manufacturer, model, and serial number;
J. Implement one Human Resource information Systems (HRIS) automation (if the creation of
another HRIS automation is required during the term of this Schedule, the parties shall enter
into a separate schedule or statement of work governing such HRIS automation); and
K. Provide the Customer up to a maximum of 40 hours support to integrate HR related data.
ii. Financial Svstem Inteqration
A. Implement a process to run no more frequently than weekly, creating one Tangoe-defined
payment file per Region for invoice remittance and/or general ledger file for cost allocation;
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
14
B. Implement a process to run no more frequently than weekly, building and maintaining
department organizational hierarchies, active/inactive employee information, and end user
permission levels from Customer-provided information; and
C. Perform with Customer electronic Payment and general ledger transmittal test exchanges, not
to exceed 5 per Region.
iii. Mobile Optimization and Reallocation (Mobile Devices Onlv; No Air Cards)
A. Establish an Optimization Profile for each Optimizable Vendor in scope; and
B. Provide initial rate plan optimization recommendations once 3 consecutive months of billing
data (in required formats) is loaded for Optimizable Vendors in scope.
iv. Audit and Resolution
A. Provide an initial historical audit, as described on Exhibit D. The Initial Historical Audit shall
be a milestone accepted using Exhibit E, Milestone Acceptance Form.
B. Verify inventory of all Customer-provided Vendor contracts and any associated amendments;
and
C. Identify and record any exceptions for any Vendors, service numbers, plans and/or features
as communicated by Customer that are not to be included in Tangoe's audit and resolution
efforts.
b. Customer's Responsibilities:
To facilitate the implementation process, Customer shall perform or provide the following to Tangoe:
Expense Manaqement
A. List of all Vendor remittance addresses with associated remittance codes, list of all Vendor
accounts, contacts, and associated service classifications to be processed, and allocation
definitions, employee, department and cost center organizational structures, in formats
specified in the Implementation Guide
B. Three months of Customer's most recent Vendor invoices;
C. Vendor Contracts, including addenda, statements of work, rate schedules, amendments and
spreadsheet of rates discounted off a central contract (e.g., LD rates for national retail
locations), etc. for services and/or equipment;
D. Twelve months' historical MACDs for auditing purposes where available;
E. List of Customer's site/locations including closed sites, where available, for auditing purposes;
F. File layouts, field definitions, and transmission methodology for payment and allocation
transmittal files;
G. Executed letters of agency/authorization and Vendor required non-disclosure agreements,
authorizing Tangoe to retrieve and change billing media, audit Vendor invoices, and resolve
Vendor billing disputes on behalf of Customer;
H. Vendor subscriber summary reports or a similar reports that will outline Customer's upgrade
and device update information; User names and passwords enabling access to Vendor online
web based web sites (and portals) to obtain electronic media;
I. List of all pending audit claims to avoid duplication of efforts;
J. Service (phone) number to employee and department relationship table for all current
devices;
K. Employee, department/cost center organizational structures, financial allocation components
(i.e. GL) and, if applicable, order approval information on a monthly basis and in formats
specified in the Implementation Guide;
L. Assist Tangoe, as necessary, in obtaining access to electronic invoices from Vendors where
available;
M. Resolution for Inherited Past Due balances for each Vendor account (if Customer requests
Tangoe to manage the Inherited Past Due Balances, Customer shall pay Tangoe the
applicable fees on Exhibit B);
N. Complete service implementation tasks as defined in the Implementation Guide;
IT Professional Services Agreement
Tangoe,lnc.
Revised June 2012
15
O. Identify a central Project Manager/Project Owner to support the Services described in this
Schedule; and
P. To facilitate an efficient implementation process, provide Tangoe with prompt written approval
for each implementation milestone, as set forth in the Implementation Guide.
ii. Financial Svstem Inteqration
A. List of Vendor accounts and contacts; and
B. Financial allocation components (i.e. GL) and, if applicable, order approval information in
formats specified in the Implementation Guide.
4. Lifecvcle Services
Upon completion of tasks in section 3, Tangoe will migrate Customer to lifecycle status. Ongoing tasks to
be performed by Tangoe during lifecycle are:
a. Tangoe's Responsibilities:
Ongoing tasks to be performed by Tangoe during lifecycle are as follows:
Expense Manaqement
A. Manage the redirection of Vendor invoices to a Tangoe facility or Customer-dedicated
mailbox;
B. Request Vendors to issue electronic invoices in lieu of paper invoices (if available); and
C. Load the following information from monthly Vendor invoices (if available): monthly
service, local usage, long distance usage, local, state and federal taxes, other taxes and
surcharges (for non-U.S. taxes), one time charges/other charges and credits, surcharges,
total current charges, payments applied, late payment fees, past due balances, and
service start and end date.
D. No more than 3 times per week, design, develop, and implement one, electronic payment
transmittal file, per Region, to be transmitted to Customer's accounts payable system.
Tangoe will adhere to Customer-defined data layouts, field formats, and transmission
methodology. If Customer requires revisions to the Payment transmittal file or field
formats defined by Customer after service implementation, Customer shall pay Tangoe
the Custom Programming Fees set forth on Exhibit B;
E. Populate check payment information in CMP to track payment history for each invoice
processed by Tangoe and ensure payment is applied to the correct Vendor Account (if
the Vendor requires a check copy to verify misapplied funds, Tangoe will instruct the
Vendor to maintain service and request a check copy from Customer to present to
Vendor);
F. Provide Customer with access to CMP to view charge detail information;
G. Provide access controls for system administrators, managers, and end users to limit data
visible to each user class;
H. Generate shadow bill emails to end users and cost center summary emails to managers;
I. Maintain 13 months of historical summary data and 3 months of call detail data in CMP;
J. Provide Services in adherence to service levels defined in Exhibit C;
K. Update inventory from Customer-provided file of MACD activity, if applicable; and
L. Maintain Customer Playbook in conjunction with Customer as rules of engagement
change over time.
ii. Financial Svstem Inteqration
A. Maintain and update Customer-supplied allocation codes in CMP and update such
allocation codes on a go-forward basis as defined and provided by Customer;
B. Use the Customer-provided allocation codes or fixed percent allocation, as directed by
Customer, and apply these fixed percentage allocation codes to the invoice charges; and
C. Upon Customer request for Complex Allocations, maintain inventory level allocations for
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
16
use in calculating the complex allocation distribution of costs (general ledger, cost center
and related charges) for specific monthly invoices.
iii. Audit and Resolution
A. Perform ongoing invoice audit. Examples of audit areas would be to ensure the correct
application of Customer-provided rates, tariff guidelines, country-specific government
regulations, special contracts and regulatory surcharges, past due balances; and identify
misapplied payments and Vendor invoices paid in error. Actual audit findings will be
based on Vendor Contract and invoicing information made available to Tangoe;
B. Submit documentation and claims for all billing errors and/or overpayments to Customer's
Vendors;
C. Submit optimization savings recommendations to Customer that can result in ongoing
cost reductions. These savings recommendations may pertain to matters such as more
favorable rates for services to Customer available in public tariffs not requiring changes to
services, adjustments to network service facilities and/or billed services that may no
longer be necessary or exist, but for which no historical refund is due Customer;
D. Submit to Customer a"Savings Tracker" report on a periodic basis, which will detail the
new audit opportunities and the current status of previous submissions. It will be
reviewed during the agreed upon weekly, bi-weekly or monthly status calls and updated
as appropriate; and
E. Verify that the expense reduction and/or credit is reflected in subsequent billing.
iv. Mobile Optimization and Reallocation (Mobile Devices Onlv: No Air Cards)
A. Provide quarterly mobile optimizations for primary voice, data, and SMS services, cost-
reallocation, and savings tracking and reporting to agreed baselines and monthly buffer
analysis performed on Tangoe managed pools for North American Vendors;
B. Methodology is based on Optimization Profiles established in Implementation;
C. Voice pooling management requires >150 lines actively sharing within a unique pool;
D. Monthly invoice summary reports shall be provided outlining additional cost savings
opportunities for each Vendor in scope with >150 lines per invoice; and
E. Provide monthly review (or based on regional Vendor invoicing schedule) of key
optimization opportunities, including but not limited to, zero use devices, active services to
inactive employees, etc.
Customer Responsibilities
Customer shall provide the following information and assistance during lifecycle:
Expense Management
A. Provide periodic, but no more frequently than weekly, allocation changes in a mutually
agreed upon format to Tangoe and correct any allocation errors reported by Tangoe;
B. Provide Vendor information and allocation definition for new Vendor accounts that are
established from time to time, allowing Tangoe to properly allocate the invoices and
create payment information;
C. Customer shall provide Tangoe with check payment information in a mutually agreed
upon electronic format for invoices contained in each payment transmittal file. If
Customer fails to provide Tangoe check payment information, Tangoe will not be able to
verify that Customer payments have been applied correctly. In this event, Customer will
assume responsibility and associated liability to ensure payments are applied correctly
and mitigate potential service interruptions;
D. Customer defined Project Manager/Project Owner shall ensure that all required
documents in support of the contractual deliverables are provided within the time period
and frequency as identified;
E. Provide Tangoe with accurate service-to-employee linkage files no more than weekly for
orders in Tangoe specified format; and
F. Provide Tangoe with monthly service order provisioning information communicated to its
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
17
Vendors in a mutually agreed upon electronic MACD file format.
ii. Financial System Integration
A. Employee, department/cost center organizational structures, financial allocation
components (i.e. GL) and, if applicable, order approval information on a monthly basis
and in formats specified in the Implementation Guide.
iii. Audit and Resolution
A. Provide written approval for audit findings and recommendations within 5 business days
of receipt of such findings and recommendations;
B. Provide written approval of invoice audit rules database used to perform Audit and
Resolution; and
C. Provide Tangoe with documentation for all future Vendor Contract
amendments/agreements that relate to service fees, discounts, etc.
iv. Mobile Optimization and Reallocation
A. Provide Tangoe documentation for all future Vendor Contract amendments/agreements
to re-establish existing invoice audit rules and Optimization Profiles; and
B. Provide written approval or rejection of savings recommendations to enable timely
execution of changes with Vendors within fifteen business days of receipt of
recommendations.
The parties have executed this Schedule as of the Schedule Effective Date.
Customer
By:
Title: � I � � � �W' (`�
Date: �� � o� � I I 3
Tangoe, Inc. . �
By: � ') �
Title: � � C . �1YlC`�11C�� .
Date
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�PPROVED TO FO AND LEGAI,TTY:
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�ssistan City Attorney
Att�s�ed byo
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Tangoe Legal Dept.
qpproved as to Legal Form
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IT Professional Services Agreement
Tangoe,lnc.
Revised June 2012
OFFICI�� ����RD
18 CIiY SECR�TYARY
F'T. VVORiH, T�
EXHIBIT B
PAYMENT SCHEDULE
Fees may be invoiced monthly in advance. The fees for the first monthly period shall be based upon the
Minimum Monthly Fee. The fees for each subsequent monthly period shall be the greater of i) the
Minimum Monthly Fee or ii) the Minimum Monthly Fee and any Overages payable in the prior monthly
period. Tangoe may invoice Customer monthly in arrears for any Overages. For purposes of calculating
Customer's telecommunications spend and number of mobile devices, Tangoe shall use the
telecommunications spend and mobile devices loaded into CMP. Notwithstanding the foregoing, the
Minimum Monthly Fee shall be suspended for each day that Service Commencement is delayed beyond
the Target Service Commencement Date due to Tangoe Delays. For the avoidance of doubt, the Minimum
Monthly Fee shall not be suspended for any days that Service Commencement is delayed due to
Customer Delays. As used herein, a"Tangoe Delay" means a delay in Service Commencement caused
by Tangoe's actions or inactions and a"Customer Delay" means a delay in Service Commencement
caused by Customer's or its Vendor's action or inaction.
For the Initial Historical Audit services described on Exhibit D, Customer shall pay Tangoe a contingency
fee equal to (i) 18% of the first $250,000 of Savings (as defined on Exhibit D) and (ii) 15% of Savings in
excess of $250,000. Fees for the Initial Historical Audit will be invoiced upon i) Customer's receipt of the
credit or refund and ii) upon Customer's approval of an optimization savings opportunity.
A one-time Implementation Fee of $21,000.00 (the "Implementation Fee") will be paid two (2) months after
Implementation. Additional expenses such as One Time Service Establishment and Miscellaneous Fees
shall only be incurred upon request and approval by the City. If Tangoe discovers any charges for
Overages, Tangoe will notify the City in writing within 5 business days of such discovery. The City shall
approve or deny such charges for Overages within 5 business days of receipt of such notice from Tangoe.
Tangoe shall not bill the City for any Overages not approved by the City. In the event charges for
Overages exceed the maximum amount authorized under this Agreement, the City shall not be obligated
to pay any such Overages unless the Fort Worth City Council has appropriated sufficient funding to pay
for such Overages. Any charges for overages shall be subject to Section 4.2 of the Agreement.
Minimum Overages
Monthl Fee
$7,000.00 • 1.5% of Customer's monthly North American Telecom Services
spend in excess of $460,000.00;
• $160 per month for each additional block of up to 25 Vendor invoices
in excess of 250 per month
• $50 per month for each additional block of up to 100 Inventory Line
Items in excess of 2,000;
• $1.25 per month per mobile device in excess of 3,800
• $0.63 per month per air card in excess of 2,000;
One Time Service Establishment and Miscellaneous Fee
Fees
Out of pocket expenses, including travel, living, postage Charged at Tangoe's cost
(including each mail box fee), special handling, language
translation services and voice/web conferencing incurred in
connection with the Services.
Provisionin su ort services $175 er hour
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
19
Complex Allocations for Vendor accounts in excess of 15% $0.10 per Line Item to be
of the Vendor accounts rocessed. allocated/month
Invoice Storage & Data Archiving $3.50 per month per box ($50 per
month minimum
Available information exported to digital media more $300 per request
fre uentl than annuall or in excess of 1 annuall
Project Management (including operation & technical $250 per hour
resources
Custom Programming; Custom Report Development; $200 per hour
Additional Data Loading Services; Contract Data Load;
Approval Workflow Rule Updates and Additional Service-to-
Em lo ee Linka e Files for orders
Payment files in addition to the one (1) per Region provided $750 per file
in Section 3.a.i.C.
Additional a ment file formats $200 er hour/one time
A roval workflow rule u dates $200 er hour
Past Due Balance; Unknown Invoice, Allocation Research; $75 per occurrence
Thrift Cleanu
CMP Trainin $150 er hour
Retroactive a lication of allocation chan es Price based on Sco e
Load additional Vendor Contract information beyond what is Price based on Scope
needed to validate invoices and ro erl mana e contracts
Physical site Inspections by Tangoe technician (and Price based on Scope
inventories
Client Internal Audit Su ort $2,000 er da
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
�1]
EXHIBIT C
SERVICE LEVEI. AGREEMENTS
Service Level '
Cate o Service Level ' Attainment Level
Invoice Processing Paper Invoices: Process, validate, display, 98% within 6 business days
and make available for approval from receipt by Tangoe
100% within 10 business days
from recei t b Tan oe
Electronic Invoices: Process, validate, 98% within 5 business day
display, and make available for approval from receipt by Tangoe
100% within 10 business days
from recei t b Tan oe
All Invoice Processing SLAs exclude any exception invoices, such as insufficient processing data
in accordance with Customer rules reflected in the Playbook and excluding any invoices that are
not approved by Customer for payment. In addition, any Customer processing time such as
approval, account authorization, MACD updates or other Customer involvement that delays
processing will extend this SLA timeframe. If the data received from the Vendor is incomplete,
unreadable (in whole or in part) this SLA will not apply to the job until complete and readable data
is provided. If the Vendor billing format is changed in a way that materially affects Tangoe's ability
to accurately process and load the billing data, this SLA will not apply until such time as Tangoe
has modified its systems to accommodate the change. Tangoe will use all commercially
reasonable efforts to rom tl address ma in format chan es.
Customer- Tangoe will process and load Customer- 98% within 5 business days
Provided Data provided data into CMP upon receipt from from receipt by Tangoe
Customer based upon the schedule
outlined in the Playbook, but not more 100% within 10 business days
frequently than weekly. Customer-provided from receipt by Tangoe
data includes MACD file format, HR
information, and allocation information
containing monthly service order activity.
SLA is not in effect unless Customer data
is in a file in a mutually agreed upon format
containing no formatting or content errors
(an example of a content issue would be
the case were the data accurately reflects
the proper format, but that source data is
incorrect or does not match Customer's
expectation).
Tangoe-Prepared Tangoe will create payment file and/or 98% upon date scheduled in
Data general ledger files for remittance the Playbook
processing and cost allocation processing
based upon schedule outlined in the 100% within 3 business days
Playbook, but not more frequently than 3 of date scheduled in the
times per week. Playbook
IT Professionai Services Agreement
Tangoe, Inc.
Revised June 2012
21
Service Level
Cate o 'Service Level ' Attainment Level
CMP Availability CMP will be available after excluded 99% as measured on a
minutes are subtracted. monthly basis
Excluded minutes include:
• Planned downtime during the
weekend hours from 8pm Friday,
through 5am Monday, Central
Time and other periods for which
Tangoe gives 72 hours or more
notice.
• Downtime that is less than 30
minutes and outside of 7 a.m. — 7
p.m. Central Time).
• Any unavailability caused by
circumstances beyond Tangoe's
reasonable control
Mobile Rate Plan Optimization analysis and 100%
Optimization recommendations will be submitted to
customer for each Optimizable Vendor.
Mobile Rate Plan Rate plan recommendations will be 100%
Optimization provided to the Vendor within 5 business
Submission to days after receipt of written Customer
Vendor approval of the rate plan optimization
anal sis.
Reporting Deliver performance reports for service Produced no more frequently
levels metrics, audit results, inventory than monthly by the day
creation and s stem availabilit re orts. s ecified in the Workbook
Tangoe will issue a credit equal to 1% times 1/12 of Customer's Minimum Annual Fee for each
SLA violation not to exceed 10% times 1/12`h of Customer's Minimum Annual Fee in any month. If
all required Vendor account, remittance, allocation, and Customer authorization and approval is
provided and Tangoe fails to process an invoice for payment within prescribed commitment
identified in this Exhibit, Tangoe will pay any late payment fees incurred as a result of Tangoe's
failure to meet its processing commitment. If Tangoe's failure to meet its processing commitment
results in a service interruption by a Vendor, Tangoe will pay the service restoration fee charged
to Customer by its Vendor.
Further, Tangoe's failure to meet a specific SLA above during (i) 3 consecutive calendar months
shall constitute a material breach of this Schedule (unless the failure is caused by any event
outside of Tangoe's reasonable control), and Customer may terminate this Schedule within 30
days following such failure by providing Tangoe with at least 10 days prior written notice of
termination. Upon such termination, Customer shall pay Tangoe for its Service fees through the
date of termination and then Customer shall have no further financial obligation to Tangoe. The
provisions of this Exhibit state Customer's sole and exclusive remedy for any SLA deficiencies of
an kind.
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
22
EXHIBIT D
HISTORICAL AUDIT
A. Initial Historical Audit. The following identifies Tangoe's and Customer's responsibilities with respect
to Tangoe's initial historical telecommunications billing audit.
Tangoe will:
1. Work with identified Vendor account representatives to obtain billing and inventory records for
the project.
2. Take the lead on all aspects of the audit project, including project management, data
collection, analysis, and Vendor interaction.
3. Review Customer's Vendor invoices and associated contracts and tariffs to identify billing
errors and overpayments by Customer.
4. Submit written claims to Vendors documenting billing errors and/or overpayments on
Customer's behalf.
5. InterFace with Customer's Vendors to resolve Tangoe identified claims for errors and/or
overcharges and collect the associated refunds/credits due Customer.
6. Submit optimization savings recommendations to Customer that can result in ongoing cost
reductions.
7. Work with the Vendors to secure the expense reductions and or credits presented to the
Customer.
8. Verify that the expense reduction and or credit are reflected in subsequent billing.
9. All Tangoe claims representing billing errors and/or overcharges remain Tangoe's exclusive
intellectual property until a settlement is accepted by Tangoe on behalf of Customer.
Customer shall:
1. Assign a single point of contact for the project. This individual will attend necessary status
calls, assist in securing the necessary documentation and assist in identifying additional
Customer resources.
2. Provide the information and assistance to Tangoe as set forth in the Implementation Guide.
B. Audit Exclusions
Any recent or ongoing telecom audits by Customer, its carriers or other third party must be set forth on the
exclusion list set forth below. Tangoe shall be entitled to a contingency fee for all Savings, except for
Savings resulting from the audits identified on the exclusion list as of the Schedule Effective Date.
Vendor BTN/Account # Billin Period Issue Date Submitted to Vendor
IT Professional Services Agreement
Tangoe,lnc.
Revised June 2012
23
C. Savings
For purposes of this Exhibit, "Savings" means:
1. Credits and/or refunds actually received by Customer from the Vendor as a direct result of
the Services performed by Tangoe pursuant to this Exhibit; and
2. Go-forward cost avoidance or go-forward savings actually implemented with the Vendor as a
direct result of the Services performed by Tangoe pursuant to this Exhibit. Some finds will
lead to go-forward expense reduction that Customer no longer has to pay on an ongoing
basis. If Tangoe finds such savings, Customer will be notified to determine if Customer
wants Tangoe to pursue such savings. If such savings are mutually approved by Tangoe
and Customer, the "Savings" (for purposes of calculating Tangoe's contingency fee) shall be
the monthly savings multiplied by twelve (representing twelve months of savings).
• Cash refund, credits, and optimization opportunities will be logged in Tangoe's Savings Tracker
and reviewed by Tangoe and Customer to track progress. The Savings Tracker shall be
maintained by Tangoe and reviewed with Customer. A sample list of potential credit and
opportunities is included as Exhibit D-1.
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
24
1�1:117�i�ail
CREDIT AND OPTIMIZATION OPPORTUNITIES
➢ HISTORICAL CREDIT OPPORTUNITIES
Billinp Issues
• Adherence to contracted rates for:
o Voice — LD and Toll Free
o Mobile (cellular, pager and mobile data)
o Data Networks and Services
o Access and Private Lines (Domestic and International)
• Customer Service Records (CSR) tariff compliance
• Contract rates not applied to services or account and or not applied in a timely manner
• Waivers applied
• Other charges and credits — prorated charges
• Late payment fees and interest
• Surcharge and tax validation (rates and location analysis)
Inventory Issues — All Services
• Cancelled services review
Inventory /ssues - Data Services
• Services reviewed (at a minimum)
o ATM and Frame, MP�S, SIP Trunking, SONET, VPN
o Access but no Ports w/o PVC, PVC w/o Port
o Usage versus Fixed PVCs
o Bundled Access/Port pricing versus individual rates
• Pre-billing of circuit components
Contract Issues
• Account not under master agreements
➢ OPTIMIZATION EXPENSE REDUCTION OPPORTUNITIES
Inventory Issues — All Services
• Closed site review
• Obsolete services (off premise extensions, ring down circuits, analog data)
• Optimization opportunities
o Underutilized services
o Switched versus dedicated long distance service
o Excessive inventory per site
o Duplicate services (services not removed or charged from multiple sites)
o Lines/trunks/circuits with little or no usage
o Internal or inappropriate use of 800 services
• Unnecessary services
o Features — call forwarding, voice mail, caller ID, hunting
o Inside wire maintenance plans
o Toll or other usage plans
o Internet plans at sites with dedicated access
• Toll Free Services and Features Review
o Enhanced features and routing
IT Professional Services Agreement
Tangoe,lnc.
Revised June 2012
25
o Monthly charges — little or no usage on service
o Combined feature usage
o Applications no longer in use
o Internal use of toll free service
Conference Calling (audio, web and video)
o Excessive usage
o Penalties
Calling cards
o Usage from internal sites
o Excessive usage
Mobile services (cellular, data and pager)
o Accounts with no usage
o Plans not optimized for user
o Unnecessary services and features
Inventory /ssues - Data Services
• Optimization opportunities
• Routing of Access/ Dedicated PLs
• Obsolete or legacy applications
• Opportunities for better rates based on contracted items
Contract /ssues
• Services not under contract
• Expired contracts
• Tariff based term agreements
IT Professional Services Agreement
Tangoe, Inc.
Revised June 2012
26
EXHIBIT E
I��ill���r�7►1�_CK�3���_1�[9�7�7:��41
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:
Signature:
Printed Name:
Title:
Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
IT Professional Services Agreement
Tangoe,lnc.
Approved by City Department Director:
Signature:
Printed Name:
Title:
Date:
Revised June 2012
27
�XH181T F
V�RIFiCATiON OF StaNATURE AUTNt7Ri'f'Y
�'ull l.egal Name of Company:
Legat Address:
Servlces to be prov(ded,
Execullott of lhis St�nattrre Uerificafln�� �orm ("Form"j hereby ceriifies ihef ihe followfng ind(viduafs
and/or posif[ons hava the auihority to legaliy E�ind tha Company and io axecute any agreement,
amendment ar c}iange order on bei�aif of Company. Such binding aulhor!(y has been grantad by proper
order, reso(t�flon, ordfnance or other auiiiorizallon of Cornpar�y. The City is fully antilisd to rely on Eha
warranty and represenEat(on set iorih in ttiis �'orm in eniering fnto any agreement or amendment wllh
Company. Company will submit an upQaied Form wlihin fen (�0) buslness days ff th�re are any chanc�as
to the sfgnaiory authority. 7he C(ty is enlliEed fo rely on any currenE executed �orm unl11 it recelvss a
revised Form that I�as been properly axecuted by the Company.
Naitie: "`Yhoh'�G,S �G�
Positlon; v , � , `�'� n hC� ,
Slgnature ��— � ��Q
Name; Chf t�tto 1�� I�z�,�e.,�-0.
Posltlon; 5� V • �. �` o �(� ,
signature
Hame;
posilian:
Siynature
Name: ���}et�' � �
�
Signatt�re of P esfdent C O
O(her Tflie � � ' ��,��
Data� . �-tc,t1[� � � '
li' Wrotasslonai Servfcas Agreentenl
Tengae,lnc.
Revlsad JuttB 2012
28
M&C Re*iie�L
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Orfidal slte of the Clty of Fort worth, Te
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, �.,.,: , , . , '' GOUNCI� ACTIONs� Appro�ed°or� q/16/2Q1� ,
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REFE
DATE:
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SUBJECT:
4/16/2013 RENCE ** 13P0281 TELECOM EXPENSE
NO.: P-11514 LOG NAME:
HAR
P �PE� CONSENT PUBLIC
HEARING: NO
Authorize Purchase Agreement with Tangoe Inc., in the Amount Up to $169,000.00 for
Consulting Services for Telecommunication Expense Management in the First Year
and Up to $84,000.00 Annually Thereafter (ALL COUNCIL DISTRICTS)
RECOMM NDATIO(�:
It is recommended that the City Council authorize a purchase Agreement with Tangoe Inc., in the
amount up to $169,000.00 in the first year and up to $84,000.00 annually thereafter for Consulting
Services for the historicai audit and ongoing Telecommunication Expense Management.
DISCUSSION:
This Agreement will be used by the information Technology Solutions (ITS) department to procure
professional consuiting services for a one time historical audit and an annual Telecommunication
Expense Management (TEM) solution. Due to the extreme complexity of telecommunication rate
structures, taxes, fees, and billing processes, industry best practices and Gartner, inc., research
shows that using a TEM provider is the only cost-effective way to get the program management
capabilities organizations need to control spending on telecom services.
The historical audit will include a detailed bilting review targeting erroneous charges on previously
invoiced telecom services. Staff estimates the historical audit witl result in a 10 percent savings
due to corrections to previously paid invoices. This is based upon a Gartner Inc., research report
indicating that potential savings during the first two years of employing TEM services would be
four percent - 15 percent. From these projected savings, 5taff estimated charges for the historical
audit will be in the amount of $85,000.00 based upon the negotiated vendor fee of an 18 percent
share on the first $250,000.00 in savings and a 15 percent share, thereafter, on all savings.
The TEM solution will provide monthly proactive optimization reviews to increase savings going
forward. It will also provide reviews to validate inventory against the telecom invoices, as well as
dispute management with telecommunications providers to recover funds as necessary, The City
will be assessed a fixed fee in the amount of $7,000.00 per month for the TEM sofution.
The following table illustrates the estimated costs:
Contract Year
Year 1
Year 2*`
Year 3`*
*
Historical Audit
$85,000.00 '`
None
None
Telecom Expense
Management Solution
$84,000.00
$84,000.00
$84,000.00
Estimated amount. If the Historical Audit recovers more or less savings than Staff estimated, the
cost for it would change. In the event that the costs exceed the amount approved in the Mayor
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MLL�C Reviev`t�
and Council Communication plus the administrative change order amount, Staff will return to
Council for additional authorization for payment of the vendor fee based on a percentage of the
actUal savings recovered.
"� Year � and Year 3 renewais are optlonal, in accordance with the Renewal Options of this M&C.
The Purchasing Division issued Request for Proposals (RFP) No. 13-0281 on September 19,
2012, soliciting qualified firms to provide consuiting services related to TEM. The RFP included
the City's requirements and evaluation factors such as proposed solution, vendors experience,
staff qualifications, and cost. The City's evaluation panel included representatives from the ITS
Department. The evaluation panel rated Tangoe Inc.'s proposal as the best value solution for the
City.
RFP ADVERTISEMENT - This RFP was advertised every Wednesday in the Fort Worth Star-
�SC�m from September 19, 2012 through November 7, 2012. Three hundred vendors were
solicited from the purchasing vendor database; six proposals were received.
PRICE ANALYSIS - The City has no previous history for these goods and services. No guarantee
was made that a specific amount of goods or services would be purchased. Staff reviewed this
pricing and determined it to be fair and reasonable.
M/WBE O�ce: A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Purchasing Division 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 negligible.
ADMINISTRATIVE CHANGE ORDER - An Administrative Change Order or increase may be
made by the City Manager for the Purchase Agreement in the amount up to $42,250.00 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 on April 17, 2013
and expire on April 16, 2014.
RENEWAL OPTIONS - This Agreement may be renewed for up to two successive one-year terms
at the City's option. This action does not require specific City Council approval provided that the
City Council has appropriated sufficient funds to satisfy the City's obiigations during the renewai
term. Staff anticipates that the costs for renewal years shall decrease significantly from the first
year due to historical audit being completed.
► •:►iS •� ; • ��
The Financial Management Services Director certifies that funds will be availabie in the Fiscal
Year 2013 operating budget, as appropriated, of the information Systems Fund.
BQN\1302811HAR
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Susan Alanis (8180)
Horatio Porter (2379)
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