HomeMy WebLinkAboutContract 44637 (2)CiT`I F� � � l L� � `: �,
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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"), 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 EDUCATION & GOVERNMENT INFORMATION
TECHNOLOGY SERVICES ,(the "Consultant" or "Contractor"), a Texas company and acting by
and through Ron Cook, its duly authorized President and CEO, each individually referred to as a
"party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A— Statement of Work plus any amendments to the Statement of Work
3. Exhibit B— Payment Schedule
4. Exhibit C— Milestone Acceptance Form
5. Exhibit D— Network Access Agreement
6. Exhibit E— Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall control.
SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of Network Infrastructure and Architecture consulting. 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 June 10, 2013
through June 9, 2014 ("Initial Term"), unless terminated earlier in accordance with the provisions of this
Agreement. Following the Initial Term, this Agreement shall be renewable at the option of the City for
two (2) additional terms of one year each (each a"Renewal Term"). The City shall provide Consultant
with written notice of its intent to renew at least thirty (30) days prior to the end of each term.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed 200,000.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
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IT Professional Services Agreement �p'g'� S�CRE'1'ARY �, � IV �� ������sedJune 2012
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4. TERMINATION.
4.1. Convenience.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
4.3 Breach.
Subject to Section 29 herein, either party may terminate this Agreement for breach of
duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.4 Duties and 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 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
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access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of the consultant involving transactions relating to this Contract at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and work performed under this agreement, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and provisions
of this Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant
further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Consultant. It is further understood that the City shall in no way be considered a Co-
employer or a Joint employer of Consultant or any officers, agents, servants, employees or
subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or
subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall
be responsible and liable for any and ail payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
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
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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 soffinrare 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 Reauirements
(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.
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11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
City of Fort Worth
Attn: Susan Alanis, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
E&G IT Services
Attn: Ron Cook, President and CEO
209 West 2"d Street, Suite 311
Fort Worth, TX 76102
Facsimile:
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.
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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
ConsultanYs 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.
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This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Consultant's option, Consultant
shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services.
26. MILESTONE ACCEPTANCE.
Consultant shall verify the quality of each deliverable before submitting it to the City for review
and approval. The City will review all deliverables to determine their acceptability and signify acceptance
by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City
rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing
the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably
withheld.
27. NETWORK ACCESS.
If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of
this section "Consultant Personnel"), requires access to the City's computer network in order to provide
the services herein, Consultant shall execute and comply with the Network Access Agreement which is
attached hereto as Exhibit "D" and incorporated herein for all purposes.
28. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant
shall verify the identity and employment eligibility of all employees who perform work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (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
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specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone conference,
in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in
question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of
both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each
party shall be liable for its own expenses, including attorney's fees; however, the parties shall share
equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either
party shall have the right to exercise any and all remedies available under law regarding the dispute.
Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this
informal dispute resolution process, the parties agree to continue without delay all of their respective
duties and obligations under this Agreement not affected by the dispute. Either party may, before or
during the exercise of the informal dispute resolution process set forth herein, apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to
protect its interests.
30. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any
amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
[SIGNATURE PAGE FOLLOWS]
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IN ITN SS WHEREO�, the parties hereto have executed this Agreement in multiples this ��day of
, 20��
/ NAME OF CONSULTANT: E&G IT Services
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: ��...����
�Susan Alanis
Assista�t City Manager
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By: � .� �
Name: Ron Cook
Title: President and CEO
Date: 7 � /(/t/'i�`'�� �
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ATTEST:
APPROVED AS TO FORM AND LEGALITY:
--�,
Maleshi B. Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: ��0��0�(�
Date Approved: �` � � �d%�
IT Professional Services Agreement
Education & Government Information Technology Services
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EXHIBIT A
STATEMENT OF WORK
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City of Fort Worth
Statement of Work
Version 1.1
May 23, 2013
Presented by:
Education and Government IT Services
IT Professional Services Agreement
Education and Government IT Services
23 May 2013
m
Professional Services Agreement
Overview
Payment terms
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Example Statements of Work
Example Primary Services
I. Next Generation Telephone Solution Architecture. The scope of this primary service
applies to the RFI process described below for the telephony architecture:
Phase 1:
1. Preparation of Voice Infrastructure RFI
a. Identification of existing requirements
b. Data gathering of currently supported features
c. Identification of future requirements
d. Preparation of formal RFI for Voice Infrastructure
Phase 2:
1. Presentation and interactive discussion of RFI with vendors
a. Assist with initial presentation to all vendors included in the RFI
b. Assist with preparation of standard responses to questions from vendors
2. Solution analysis and recommendation
a. Assist in consolidation of results
b. Assist in the preparation of recommended strategy
c. High level architecture design
Deliverables
1. Documented results of consolidated RFI responses
2. Executive presentation of RFI results and recommendation
II. Next generation data network hardware solution. The scope of this primary service
applies to the RFI process described below for the data network architecture:
Phase 1:
1. Preparation of Networl< Hardware RFI
a. Identification of existing requirements
b. Data gathering of currently supported features
c. Identification of future requirements
d. Preparation of formal RFI for networl< hardware
Phase 2:
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1. Presentation and interactive discussion of RFI with vendors
a. Assist with initial presentation to all vendors included in the RFI
b. Assist with preparation of standard responses to questions from vendors
2. Solution analysis and recommendation
a. Assist in consolidation of results
b. Assist in the preparation of recommended strategy
c. High level architecture design
Deliverables
1. Documented results of consolidated RFI responses
2. Executive presentation of RFI results and recommendation
III. Deliver detailed 3-5 year network infrastructure roadmaps. In conjunction with
technology selection deliver a detailed 3-5 year networl< infrastructure roadmap. This
roadmap will include:
1. Creation and documentation of the target infrastructure
2. Gap analysis between current and target state
3. Creation of 3— 5 year road map to include prioritization and sequencing of activities and
projects to achieve target state.
IV. Review network architecture, connectivity and contracts for improvement. This tasl<
will optimize the current annual telecommunications circuits by both reducing costs and
improving the process of implementing new circuits.
Phase 1:
1. Review of current data circuits
a. Prepare a baseline of current cost of data circuits
b. Review current contracts and identify existing contract end dates for data circuits
c. Evaluate early termination penalties
d. Identify existing process for implementation of new circuits
Phase 2:
1. Process Improvement
a. Work with technical, legal, and financial representatives to identify expedited
process for implementation of new circuits
b. Identify areas of potential improvement in all areas
c. Gain approval from all interested parties for new process
d. Document new process to address areas of process improvement
Phase 3:
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1. Recommendations and Contract Negotiation
a. Provide a recommendation for all data circuits to:
b. Replace with a lower cost carrier
c. Replace with a different technology
d. Leave as is
2. Assist in new contract negotiations, where applicable, for lower rates
3. Assist in renegotiation of existing contracts where applicable
4. Attempt to improve all contract language with respect to:
a. Stewardship clause inclusion
b. Co-termination clause for all circuits
c. Ease of adding new circuits
d. Benefits of adding a minimum annual commitment (MAC)
e. Minimizing installation and early termination fees
f. Discounts for additional vendor engagement
Deliverables
1. Document comparison of baseline versus new annual cost once all recommended changes
are implemented.
2. Document process of implementing new data circuits.
3. Executive overview of savings, new data circuit implementation process, and contract
negotiations.
4. Provide a recommended schedule, by circuit, of actions to realize optimal savings.
V. Develop an IT architecture process. This tasl< will include the creation and
documentation of a customized architecture process for all technologies. Upon
completion of this tasl< there will be a defined documented process for the
identification, evaluation and approval for technology acquisition and introduction to
the infrastructure.
VI. Analyze internet service provider requirements for improvements. This taslc will
develop a plan to consolidate Internet Service Provider connections and content filtering
services where applicable:
Phase 1:
1. Data Analysis
a. Identification of existing requirements
b. Data gathering of currently supported features
c. Identification of future requirements
2. Develop preliminary consolidated solution design to include
a. Primary City of Fort Worth Internet
IT Professional Services Agreement
Education and Government IT Services
23 May 2013
15
b. Eagle Mountain Internet
c. Joint Emergency Operations Center
d. Central Library
e. Guest Wi-Fi
f. Community Centers
3. Preparation of ISP Consolidation RFI
Phase 2:
1. Presentation and interactive discussion of RFI with vendors
a. Assist with initial presentation to all vendors included in the RFI
b. Assist with preparation of standard responses to questions from vendors
2. Solution analysis and recommendation
a. Assist in consolidation of results
b. Assist in the preparation of recommended strategy
c. Document detailed solution design and strategy for implementation
Deliverables
1. Documented results of consolidated RFI responses
2. Executive presentation of RFI results and design recommendation
Example Secondary Services
I. Develop tiered technology solutions. Assist in the development of Develop processes
and solutions to ensure the use of tiered solutions became a standard part of any
technology selection. The tiering solutions will not only mal<e use of different
technologies, but also focus on solutions to meet the different needs of various
departments.
Ii. Architecture and technology reviews and assessments. Review any architecture and
technology projects or designs and make recommendations.
III. Identify, design, and implement redundant solutions. Assist in improvement of services
and lowering of costs optimizing the design of redundant services.
IV. Design and implement automated failover of redundant circuits. Design architectures
and processes to improve automated failovers and reduce outage times.
IT Professional Services Agreement
Education and Government IT Services
23 May 2013
i[:l
V. Develop infrastructure strategies: video conferencing, Wi-Fi, mobile device, etc. Worl<
with staff to development technology strategies across all network and communications
platforms.
Other Service Examples
I. Major Technology Request for Proposals (RFP). Assist in the development, scoring, and
negotiation of major technology request for proposals.
Phase 1:
2. Preparation of major technology RFP
a. Identification of existing requirements
b. Data gathering of currently supported features
c. Identification of future requirements
d. Development of initial proposed solution
e. Preparation of formal RFP
Phase 2:
3. Presentation and interactive discussion of RFP with vendors
a. Assist with initial presentation to all vendors included in the RFP
b. Assist with preparation of standard responses to questions from vendors
4. Solution analysis and recommendation
a. Assist in consolidation of results
b. Assist in the preparation of recommended strategy
c. Assist in the negotiation of final pricing proposals
d. High level architecture design
Deliverables
3. Documented results of consolidated RFP responses
4. Executive presentation of RFP results and recommendation
II. Project based Architectural and Design Oversight. Perform high level architectural and design
oversight for complex projects.
III. Individual Task Order Requests. Any other services will be performed on individual task
orders based on an estimated amount of hours required.
IT Professional Services Agreement
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23 May 2013
17
EXHIBIT B
PAYMENT SCHEDU�E
Task Fee
Next generation telephone solution, including RFI and $20,000
selection
Next generation system data network hardware solution, $20,000
including RFI and selection
Major Technology Request for Information $20,000
Major Technology Request for Proposals $25,000
Review networl< architecture, connectivity and contracts 33% or 40%
for improvement. of a single
Pavment options: year's savings
Single Payment - 33% of a single year's savings based on based on
expected year 3 costs versus current year costs expected
Two Annual Payments — 20% of a single year's savings Year 3 costs
versus
based on expected year 3 costs versus current year costs current year
costs
Develop an IT architecture process $5,000
Analyze internet service provider requirements and existing $30,000
infrastructure for improvements
Detailed 3-5 year networl< infrastructure roadmaps $225/hr
Develop tiered technology solutions $175/hr
Architecture and technology reviews and assessments $225/hr
Identify, design, and implement redundant solutions $175/hr
Design and implement automated failover of redundant $175/hr
circuits
Develop infrastructure strategies $225/hr
Project based architectural and design oversight $175/hr
Architecture Consulting Services $225/hr
Infrastructure Consulting Services $175/hr
Project Management Services $125/hr
IT Professional Services Agreement
Education and Government IT Services
23 May 2013
18
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Milestone / Deliverable Name:
Unit Testing Completion Date:
Milestone / Deliverable Target Completion Date:
Milestone / Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant:
Signature:
Printed Name:
Title:
Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Approved by City Department Director:
Signature:
Printed Name:
Title:
Date:
EXHIBIT D
NETWORK ACCESS AGREEMENT
IT Professional Services Agreement
Education and Government IT Services
23 May 2013
19
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 Network Infrastructure
and Architecture consulting services. In order to provide the necessary support, Contractor needs access
to Internet.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing Network Infrastructure and Architecture consulting services.
Such access is granted subject to the terms and conditions forth in this Agreement and applicable
provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy),
of which such applicable provisions are hereby incorporated by reference and made a part of this
Agreement for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, whichever occurs first. This Agreement will be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No. .
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. .
X Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
IT Professional Services Agreement
Education and Government IT Services
23 May 2013
20
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City.
Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Securitv. 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:
B,y: �.-'�" -�
.f,g,�Susan Alanis
Assistant City Manager
Date: �7 — / 7 V �-3 = � : �.'�
CONT R NAME:
Educ ion Governme IT Services
B : � � �C�
y �
Name: Ron Cook
Title: Pre ident an�d�OY�
�y� Date: L� (^_.
�� ���
ATTESz: • � -�
/ I i�
By:
���
,-,/o n ,,ri'�Sr/
!//� Co.. ._/., :�, S���r� �
APPROVED TO FOR ND LE LI�'YQR
����
Senior Assist nt Cit y
M & C:
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Education and Government IT Services
IT Professional Services Agreement
Education and Government IT Services
21
��������. 6����RD
�ITI'��i�"�'�����
��. �A:��S"�� �i�
Legal Address: 209 W 2�d Street, Suite 311
Fort Worth, TX 76102
Services to be provided:IT Consulting Services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
Name: R Cook
Position: resident and C.F��
� ,� < <--
Signature
Name: John Wisinger
Position: VP, Consulting Services
..����
Si ure
3. Name:
Position:
Signature
Name: n Co k
rJ �/�'
Signature of President / CEO
Other Title:
Date: 'L 3 ivt../(-�-�__ (.
IT Professional Services Agreement
Education and Government IT Services
23 May 2013
�
'M&C Review
i �� ' , i ,
Page 1 of 2
Oificial site oF the City of Fort Worfh, Texas
FUCtT �O�TII
COUNCIL ACTION: Approved on 7/9/2013
REFERENCE ** 04EDUCATION &
DATE: 7/9/2013 N� : C-26306 LOG NAME: GOVERNMENT IT SERVICES
NETWORK CONSULTING
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Professional Services Agreement with Education & Government
Information Technology Services in the Amount Not to Exceed $200,000.00 Per Contract
Year for Information Technology Network Infrastructure and Architecture Consulting
Services (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Professional Services
Agreement with Education & Government Information Technology Services in the amount not to
exceed $200,000.00 per contract year for an initial term of one year with two one-year renewal
options for Information Technology Network Infrastructure and Architecture Consulting Services.
DISCUSSION:
The Information Technology Solutions (ITS) IT Strategy and Fiscal Year 2013 Business Plan
identified the need for and included the design, development and initiation of a Network Infrastructure
Plan. The purpose of this plan is to ensure a secure, reliable, redundant and cost effective network
infrastructure to support current and future requirements. To begin this process in December 2012, a
consultant was hired and worked with Staff to complete an architectural and technology review and
develop a high level roadmap to meet these objectives. This Agreement will be used by the ITS
department to begin implementation of the projects on that roadmap. The three year plan includes
the following projects:
Year 1: Next generation telephone solution architecture - to include Request for Information (RFI)
and solution selection, next generation system data network hardware solution including RFI and
solution selection; and five year network infrastructure roadmaps
Year 2: Connectivity and Contract Review, IT Architecture Process, Internet Service Provider
Consolidation, Video Conferencing Strategy
Year 3: Connectivity Improvements: Aggregation, Site to Site Virtual Private Network, Automated
Failover, Transparent Proxy Solution, Tiered Technology Solutions, Zoned Segregation
The Purchasing Division issued Request for Qualifications (RFQ) No. 13-0091 on March 13, 2013,
soliciting qualified firms to provide network consulting services. The RFQ included the City's
requirements and evaluation factors such as proposed solution, vendors' experience, and vendor
staff qualifications. The City's evaluation panel included representatives from the ITS
Department. The evaluation panel rated Education and Government Information Technology
Services proposal as the best value solution for the City.
RFQ ADVERTISEMENT - This RFQ was advertised every Wednesday in the Fort Worth Star-
Teleqram from March 13, 2013 through April 17, 2013. Seven qualification packages 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
http://apps.cfwnet.org/council�acket/mc review.asp?ID=18495&councildate=7/9/2013 7/11/2013
M&C Review
pricing and determined it to be fair and reasonable.
Page 2 of 2
M/WBE OFFICE - 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 Professional Services Agreement in the amount up to $50,000.00 and
does not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM - Upon City Council's approval, this Agreement shall begin on June 15, 2013
and expire on June 14, 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 obligations during the renewal term.
FISCA� INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Information Systems Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 535080 0046002 $250.000.00
Submitted for Citv Manager's Office bv:
Originatinq Department Head:
Additional Information Contact:
Susan Alanis (8180)
Peter Anderson (8781)
Steve Streiffert (2221)
ATTACHMENTS
http://apps.cfwnet.org/council�acket/mc review.asp?ID=18495&councildate=7/9/2013 7/11/2013