HomeMy WebLinkAboutContract 44587 cay sEcRETARY
CONTRACT NO,
PROFESSIIO�NAL SERVICES AGREEMENT
-r'hli�s PROFESSIONAL SERVICES AGREEMENT ("agreement''') is made and entered into by
and between the CITY OF FORT WORTH (the "C ityll or"Customer"), a home ruille 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 T'anngoe, Inc., (the "Consultant" or "Contractor"), a
Delaware corporation and acting by and through Thomas Beach, its duly aulthorized 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. Exhiblit A—CommCare Premium Schedule
3. Exhiblit B—Payment Schedlule
4. Ex' iblit 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 confllilct between the documents, the term�s, and conditions of this Professional Services
Agreement shall control.
1. SCOPE,O,F'SE,RVIICES.
Conlsu�ltant hereby agrees to provide the City, with professional consulting services for the
pulrplose 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
Prernium Schedule, more specifically describing the services to be provided hereunder.
2. TERM.,
This Agreement shall commence upon the date that both the Silty and Consultant have executed
this Agreement ("Effective Date") and shall continue in full force and effect for 12, months ("Initial Term").
The City shalll 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 601 days prior to the expiration of the
Initial Term or the Renewall Term, as the case may be.
3. COMPENSATION.
Unless otherwise agreed to by the parties, the,City shlalll pay Consultant an amount not to exceed
$169,000.,001 for the Initial Term, and upon renewwall, an amount not to exceed $84,,0010.00 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. Coins,ultant shall not per-form any additional
services for the City not specified by this Agreement unless the City requests and approves in writiing the
additional' costs for such services. The City shall not be liable for any additi!onall expenses of Consultant
not specified by this Agreement unless the City first approves such expenses in writing.
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4. TERMINATION.
4.1. The City or Consultant may terminate this Agreement at any time and for any reason by
providling the other party with 6o 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 (defiined 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-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 Puties and Obligations of the parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to 'the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason,, Consultant shall provide the City with coplies 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. ICI SCLOSURE OF CONFLICTS ONFI,DE,NITIAL INFORMATION; USE OF PROPRIETARY
SOFT E-1, 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 plote,nt,ial,l, 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 wh�ich, event,,
Consultant shall, in good faith, use all commerciallly 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 disclosurel.
5.4 Use of Proprietary Software. Consultant willl provide the City with access to Consultant's
proprietary, Internet-accessible software ("Consultant's Pro prietau Software'"):configuredfor use with the
services identified in the Statement of Work. Consultant's Proprietary Software, databases and data,
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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 Consultant's Proprietary
Software and any modules to which the City is entitled,through the Statement of Wolrk. Any such access
shall be through the Internet. The City may only use,Consultant's Proprietary Software for the City's,own
internal use, solely in connection with the City's own internal blu�sines,s, activities. The city may not- (i)
download or copy Consultant 1;s Proprietary Software or otherwise reproduce Consultant's Proprietary
Software or any portion thereolf, except as expressly authorized by Consultant (however, the City may
download any reports or data); (ii) modify, reverse engineer, decom pile, disassemble, or attempt to,
derive the source code of Consultant's Proprietary Software; (iii) permit, sell, lease, assign, resell,
license, subilicensie, distribute or otherwise transfer the use of or access to Consultant's 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 Userniames. Customer will access Consuilltant's 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 writingi. 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 Consultant's Proprietary Software, using specific static Internet protocol
(I P) addresses. The City shall be solely responsible for issuing, controlling and monitoring use of user
names, passwords and static I addlressies and shall take all reasonable steps to safeguard user names
and passwords and access to any such static IP add'ress,. 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 Rig i
�ht 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 lliimiited, 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 bus,in�es,s, purposes,
5.7 Export Control. To the extent applicable to the City, neither Consultant's Proprietary
Software, nor any other technical data received from Consultant, nor the direct proldluct thereof, shall be
exported or re-exported outside the Ulnited 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 Consultant's
Proprietary Software is subject to the restrictions on use as permitted by FAR 52.22,7-19 (Jiune 1987) or
DFARS 227.7202-3(a) (Jan. 1, 2010!0) 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 Consultant's 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
proviision,s, of' this section- provided that in no evenit, shall, the City be given access to Consultant's
proprietary back end tools or any information, belong,I i:ng to Consultant's, other customers. The City shall
give Consultant reasonable advance notice of intended audits.
Consultant further agrees to,include in al!l 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 irecords 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 sollely 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, e piloyees or subcontractors of
Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsibile
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(SI), 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) AutiNDIOR PERSONAL INJURY, INCLUDING DEATH, To ANY AND
ALL PERSONS, ARISING OUT of OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CALLUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONSULTANT, ITS OFFICERS, A GENTS,SERVANTS, OR EMPLOYEES.
O. COPYRIGHT INFRINGEMENT ENT - Consult nt;agrees to defend, settle, or pry, at ifs 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'is 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 sold 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 heild to infringe
and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, suuch
use is materially adversely restricted, Consultant shalll, at its own expense and as City"s scale
remedy, either: a procure for City the right to continue to use the software and/or documentation;
or (bi) modlify 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 actualllyy paid to
Consultant under this agreement. This section states the entire liabilit► of Consultant with respect
to infringement of any intellectual property rights by the services provided sunder this Agreement.
D. LIMITATION of LIABILITY - EXCEPT FOR A BREACH OF' SE T"ION 5. (CONFIDENTIALITY)
OR ;SECTION 5. (FUSE OF PROPRIETARY SOFT' 'A►RE), NEITHER PARTY WILL RE LIABLE FOR
ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS of PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,, INCIDENTAL,T L, PtU'NITIVE,
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 Ar PARTY ASSERTS OR ESTABLISHES ISHES Auw FAILURE of THE ESSENTIAL PURPOSE OF ANY
REMEDY. 'EXCEPT IN THE EVENT OF CONSULTANT'' GROSS NEGLIGENCE �l� �"II�.LFL1L
MIS�ONTLU 'T, 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 T' E ACT T 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 thus 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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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*
1 .1 Coverage and Limits
(a) Commercial General Liability
$11,000,000 Each Occurrence
$1,000,0010 Aggregate
(b) Automobile Liability
$'1 10001000 Each occurrence,on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives
in the couirse 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 Diis,ease- per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Emplloyers,' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art., 81308— 1:1.011 et seq. T'ex. Rev. Civ.
Stat.) and minimum poilicy limits for Employers' Liability of $100,000 each accident occurrence,
$5001,000 bodily injury disease policy limit and $100,000 per disease per employee
(d) Technology Liability(EEO}
$1 000,0001 Each Claim Li it.
$1 0100,0001 Aggregate Limit
Coverage shall include, but not be limited to, the folllowingl-
(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 (C GL) 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 $501,00101 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 p�roivideid., An annual certificate of insurance shalll be
submitted to the City to evidence coverage.
10.2 General Regigirernents
(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 (Ri,g�ht, 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, 10i00 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 shalll
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, Coinsu�litant shall immediately desist from and correct the violation.
12. 'ON-DISC CRIM11 NATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest,, as part of the consideiration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in thetreatiment 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 lia�bi�llity 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 coin cl u�s,ively determined
to have been delivered when (1) hand-delivered to the other party,i its agents, employees, servants or
representatives, (2) delivered) by facisimile 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 Tangoe, Inc.
Attn: Susan Alanisf Assistant City Manager Attfl., Legal Department
1000 Throckmorton 35 Executive Blvd.,
Fort Worth TX 7'6102-6311 Orange, CT 06477
Facsimile: (8,17) 3192-86514 Facsimile.: 2013,-8,59 9:4,27
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, sollicit 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.
is. 'GOVERNMENTAL POWERS11MMUNITIES
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 Citys or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
117:. 'GOV'E,RNIIING 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 Dii�st,rict of'Texas, Fort Worth Division.
181. SEV ERA BILITY.
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 heild liable for any delay or omission in
performance due to force ma:jeure 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 CONTROLLING.
Headings and titles used in this Agireernent 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 acknow ledge 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 AGREEM' ENT.
This Agreement, including the sch,eduile 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.
2,5. '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 5 OR SECTION 8(c), CONSULTANT
D11SCLAIMS ANY AND ALL, EXPRESS, OR IM,P:LIED,WARR'ANTIES, OF ANY KIND RESPECTING THE
SERVICES,1 INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF NON-
INFRINGE ENT, 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, Corn Care Premium Schedule. Consultant shall verify the quality of each deliverable before
submitting it to the, City for review and approvals. 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 (1,0)
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.
2,81. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, emp'lo'yment verification, and nondiscrimination. Consultant
shall verify the identity and empiloyme,n,t eligibility of all employees who perform work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with, copies of all 1-9 forms and supporting e,ligibliliity 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 part,ies 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 Ru�lies, 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 partlies,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 relsol�utio'n 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 Professional Services Agreement Revised June 2,012
Tanigoe,Inc.
10
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
a,m end ment(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 SS WHEREOF, the parties hereto have executed this Agreement in multiples this-: �day of
n,&- 201 '
4111�1/
ACCEPTED AND AGREED,.-
CITY OF FORT WOR'rH.- NAME OF CONSULTANT:,
By: By.-
us n Alanis N a m e.-
ssistant City Manager Title
Date Date,
loci,-�
ATTEST:
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ATTES A
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City taffy P V 0 0
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APPROVED AS TO FORM AND
Tangoe Le gall Dept.
Approved a,s to Legal Form
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v'vNkales is-B. Farmer
Senior ssista,nt City Attorney
CONTRACT AUTHORIZATION*.
M&C P-1 1514
Date Approved*. April1 1 6, 20,13
OFFICIAL RECORD
IT Professional Services Agreement 1 W' kft
T'angoe,Inc. CI ffARY
FT. WORTH,,TX
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
PISA and this Schedule, the PSA shall controll.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 PISA.
b. Compensation for Services; Schedule Term
As compensation for Tangiole':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 adlministrators. This support includes tracking and
updating issues with respect to Tangoe's Proprietary Software and Tangoe's Services. Further,
Tangoe willl facilitate meetings as necessary between,Tangiole and Customer to discuss service
delivery issues.
2. Definitions
I
Billing Inventory Includes anyitemls 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 calllin�g cards. Circuits may or may or may not contain
a billing charge.
CMP Tangoe's Comm are Management Platform, including all updates,
corrections,, bug fixes, and/or maintenance modifications, made by
Complex Allocations that occur at the Vendor Account Number or Inventory Line
Allocations Item level:. This applies in circumstances where the billed Inventory Li�ne
Items are d'yniam�ic and Customer determines that fixed percentage
allocations are not sufficient. Complex Allocations exist whenever a
billings charge to a Vennd:or 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
periodic,schedule.
Executive The individual appointed by Tangoe or Customer responsible for tracking
Manager the progress of the Implementation P'lan and resolving issues escalated
by the Implementation Managers., Executive Manager must be the
senior executive within the business division, department or siimi�llar unit
responsibIle for the activities contemplated by this Sc,hedu�le,
IT Professional Services Agreement Revised June 2012
Tangoe,Inc.
12
Implementation A Tangoe-produced and provided d0CUrnent identifying implementation
Guide rocedures and standard file layouts for exchangin data,
Implementation The individual appointed by Tan oe or Customer responsible for
Manager adlm�inist,ration and management of the Implementation 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 Iplan describes each task, the party
responsible for completing the task and the milestone dates for
completion of the tasks.
Inherited Past Invoices ready for initial proicessing,within CMP that were previously
Due Balance under the control of Customer or Customer s prior invoice processing
-Provider and have a past due balance.
MACID 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
visibility enough to make such char q�t�.rate_
Optimization Mlobille service number profiling, pooled rate plan optimization (for.
Vendors that have greater than 150 lines per invoice), voice, data, and
SMS optimization and reallocation.
Optimization Representation of Telecom Services utilized by,Customer and Ta�ngole's,
Profile ability to provide recommend',atioins for optimal rates for such Telecom
Services.
Payment Thi's term when used in describing service levels represents,elither the
act of paying a Customer invoice or creating the payment file to be used
with Customer's AP system, depending on -the option selectedi by the
Customer.
Playblook A,definition of the rules of engagement and buisiness processes
employed to customize Tangoe's Services for Customer.
Re lion Each of(i) North America, (ii) Europe, Middle East and Africa, (iii)Asia
Pacific and (iv) Latin America.
Service When CIMP is configured and one Customer invoice is able to be paid
Commenceme out of CAMP
nt
Simple Orders Orders that require limited follow-up,or technical evaluation. Refer to
lapl'ementation wide for examples of Simple Orders,.,
Target Service The date mutually agreed upon by the parties and set forth in the
Cornrnencem�e Implementation Plan.
nt
Telecom Voice, data, networking or moblile services, purchased from as 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 n,umber,
Account for which Vendor services (i.e. Billing Telephone Number/BTN) is
Number detailed
7v-endor One master service agreement orc--o-ntract refresh for one vendor; and
Contract Correspondingi 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 Tango;e-Customer relationship outlining
service level attainment by key deliverable areas,, savings,tracking
information, invoice processing schedules, action log of'open items,and
----------L-esca,lation path across aalll arties.
IT Professional Services Agreement Revised June 2012
Tangoe,Inc.
131
3W Implementation, De§jqn,and Diiisicove!y�
Tangoe and Customer will coordinate a mutually convenient kickoff meeting after execution of this
Schedule to define the workflow processes to be followed during Tangole'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 withi their respective contact information all
be set forth in the Implementation Plan. The Implementation Plan shall be a miilestone accepted using
Exhibit E, Milestone Acceptance Form.
Tangoe's Implementation Manager will be responsible for imonitorin g the Implementation )Flan and
providing input and guidance with respect to Customer's tasks set forth in the Implementation Plan.,
Ta,ng,oe's Implementation Manager shall also provide a bi-weekly status report,to Customer's
Irriplementation 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
P'lan 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 Ibe escalated to the Executive Managers.
a. Tangoe's Res ponsibil lli'ties,*.
Tangoe will implement and configure Tangoe 11 s CAMP" instance based on information provided by Customer
and information that Tangoe acquires,from Customer's,Vendors. As part of'this process, Tangoe will:
i. Expense, Management
A. Coordinate an initial Customer meeting to jointly define the process for invoice: receipt,
appirovall, allocation, reconciliation, exception management, audit and remittance processes;
13. 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 involices,and other
industry means, including but not limited to Vendor and Customer-provided information, (Billinig,
Inventory established by T'aingole will conform to Tangoe's inventory field layout which includes
Vendor Name, Vendor Account ) lumber, Item/Circuit ID, Service Category, Service Subl-
Category, Service Location and Alllocatioln),;
E. Implement a Customer-specif'ic invoice approval process prior to invoice Payment taking into
account invoice exceptions, varianices, and threshold breaches as defined by Customer;
F. Load Customer!F 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 C 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. T'hiis,will inic,llude the service (phone) number to employee, identification code
relationship and device manufacturer, model, and serial number',
J. Implement one Human Resource Information, Systems (HI' IS) automation if the creation of
another H FBI S 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 System II ntegration
A. Implement a process to run no more frequently than weekly, creating one Tan oe-defined
payment file per Region for invoice remittance and/or general ledger file for cost allocation;
IT Professional Services,Agreement Revised June 2012
Tangoe,Inc.
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.
M O
11 Mobile Optimization and Reallocation (Mobile Devices Only- No Air Card
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 Opitimizable Vendors,in scope.
iv. Auld'it anid Resolution
A. Provide an initial historical audit, as described on Exhibit D. The Initial Historical Audit shall
be a, milestone accepted using Exhiblit E, Milestone Acceptance Form.
B. Verify inventory of all Customer provided Ven�dor contracts and any associated amendments,
and
C. Identify and record any exceptions for any Vendors, service numbers, pilans,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 implementat,ion process, Customer shall perform or provide the following to Tangoe-
L Exl2ense Management
A. List of alll 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 I'm pile mentation 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 mioniths' historical MAC Ds,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 Tangole 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,
1. List of all pending audit claims to avoid duplication of efforts;
J. Service (phone) inumber to employee and department relationship tabile for alil current
devices-,
K. Employee, department/cost center organiizational structures, financial allllocation components
(i.e. GL) and, if applicable, order approval information on as monthly,basis and in formats
specified in the Implementation Guide,
L. Assist Tangole, as necessary, in n obtaining access to electronic invoices from VVendors where
available;
M. Resolution for Inherited Past Due balances for each Vendor account if Customer requests
Tang:oe 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 Revised June 2012
Tangioe,Inc.
15
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 i: in the Implementation Guide.
iii. Financial System Integration
A. List of Vendor accounts and contacts; and
B. IFi'nancial allocation components (i.e. GQ and, if applicable, order approval information in
formats specified in the Implementation Guide,
4. Lifecycle Services
Upon completion of tasks iin section 3, Tangi,oe 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 di.lring lifecycle are as follows:
ii. Expense Management
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' endor invoices if availablle): mmthly
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, pla,ym�ent,s 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
trans ittall file, per Region, to be transmitted to Customer's accounts payable system.
Tangoe will adhere to Customer-defined data layouts, field formats, and tranism�iission!
methodology. If Customer requires revisions to the Payment transmittal file or field
formats defined by Customer after service implementation, Customer shall play Tangoe
the Custom Programming Fees,set forth on Exhibit B,,
E. Populate check payment information in CM 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, T'ang�oe will in�sitruict the
he
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;
o. Provide access controls for system administrators, managers, and end users to limit data
visible to each user class;
H. Glenerate,shadow bill emai�lls,to end users,and cost center summary emails to managers,
1. Maintain 13 months of historical summary data and 3 months of call detaill data in CMP;
J. Provide Services in adherence to service levels defined in Exhibit C;
K. Update inventory from Customer-provided file,of NACU,activity, if applicable; and
L. Maintain Customer Pilaybook in conjunction with Customer as rules of engagement
change over time.
ii. Financial System Integration
A. Maintain and update Customer supplied allocation codes in CMP1 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 Revised June 2012
Tangole,Inc.
16
use in calculating the complex allocation distribution of costs (general ledger, cost center
and related charg�les) for specific monthly,invoices.
sit*
m Audit and Resolution
X 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 willl be
based on Vendor Contract and invoicing information made available to Tan giole,
B. Submit documentation and claims for all billing errors an�d/or overpayments to Customer's
Vendors;
C. Submit optimization savings recommendations to Customer that can result in ongoing
cost reductions. These savings,recorTimendations may pertain to matters such as more
favorable rates,for services to Customer available in public tariffs, not requiring changes to
services,1 adjustments to network service facilities,and/or billed services that may no
longer be necessary or exist, but for is 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 weeklyl bi-weekly or monthly status calls and updated
as appropriate; and
E. Verify that the expense reduction an /or credit is reflected in subsequent billing.
He Dqvices Only-, No,A"i'r Card
iv. Mobile Optimization and Reallocation (Mobi
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 Optirnizatilon Profiles established in Implementation,
C. Voice pooling management requires>1 50 lines actively sharing within a unique pool,
D. Monthly invoice summary reports shall be provided outlining additional cost savings
olpportu�nities for each'Vendor in scope with >1 510 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.
b. Customer Responsibilities
Customer shall provide the following information and assistance during lifecycle:
L Expense Mairiiagement
A. Provide periodic, but no more frequently than weekly', allocation changes in a mutually
agreed upon format to Tangole 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 al, 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 willl
assume responsibility and associated liability to ensure payments are a pliiedl correctly,
and mitigate potentiall service interruptions;
Di. Customer defined Project Manager/Project Owner shall ensure that alll': 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 Tan,gole with monthly,service order provisioning information communicated to its
IT Professional S rvices Agireernent Revised June 2012
Tangoe,Inc.
17'
Vendors in a m,utual,ly agreed upon electronic MACD file format.
ii. Financial Stem i Integration
A. Employee, department/cost center organizational structures, financial,allocation
components(i.e. GQ andi, if applicable, order approval information on a monthly basis
and in foirmats specified in the Implementation Guide.
iii. Audit and Resolution
A. Provide,written a,pproval for audit findings and recommendations within 5 business,days
of receipt of such findings and recommendations;
Bi., Provide written approval of invoice audit rules atablas,e used,to plerform Audit and
Resolution; and
C. Provide Tangoe with documentation for all future Vendor Contract
amend wants/agreements that relate to service fees, discounts, etc.
iv. Mlobille Optinlization and Reallocation
A. Provide Tangoe,documentation for all future Vendor Contract amend ments/agregime nt
to re-establish existing involice audit rules and Optimization Profiles; and
Provide written approval or rejection of savings recommendation�s,to enable timely
execution of changes wit h'den dors withiin fifteen business,days of receipt of
recommendations,
'The parties have executed this Schedule as of the Schedule Effective Date.
Custornerr, angoe, Inc.
By.- By.. -J
15
Title- Title
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Date- Date, jq
Tangoe Legal De ,t.
APPROVED TO FO AND LEGAlI�TYO i�rQved,.ja$ o, Legal Form
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Asi.s its tan City Attorney
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IT Professional Services Agreement Revised June 2012
Tangoe,Inc. OFFICIAL RECORD
CITY SECRETARY
FTv WORTHs TX
EXHIBITB
PAYMENT SCHEDULE
Fees may be invoiced monthly in advance. The fees for the first monthly period shall be based upon the
Minii:mium, Monthly Fee. The fees for each subsequent monthly period shall be the greater of i),the
Minimum Monthly Fete 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 Tanigoe 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 Dieilay" means a delay in Service Commencement caused
by Tang,oe s actions or inactions and a "Customer Dellay" 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 sh�al�l 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$1250,0100. 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, Tan,goe 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 Tang,oe.
Tangoe,shall not bill the City for any Overages not approved by the City. In the event charges for
Overagies exceed the maximum amount authorized under this Agreement, the City shall not be obligated
to pay any such verages unless the Fort Worth City Council has appropriated sufficient fundingi to pay
for such Overages. Any charges for overages shall be subject to Section 4.2 of the Agreement.
Minimum overages,
Monthly Fee
$7 000.00 a 1.5% of Customer's monthly North American Telecom Services
spend in excess of $460,000.001
0 $1 60 per month for each additional block of up to 25 Vendor invoices
in excess of 250 per ni,onth
0 $50 per month for each additional, block of up to 100 Inventory Line
Items in excess of 2,000,
0 $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 Tangloe's cost
(including each mail box fee), special handling, language
translation services and voice/web conferencing incurred in
connection with the Services.
Provisioning s,upp;o:rt services J $175, Per hour
IT Profes,sioinal Services Agreement Revised June 2012
Tangloe, Inc.
19
.................M.......
CompliexAlliocations for Vendor accounts in excess of'l 5% $0.10 per Line It
of the Vendor accounts,"Proce ssed. allocated/month
Invoice Storage& Data Archivin�g $3.50 per month pier box ($50 per
mointh, minirinum)
Available information exported to digital media more $300 per request
frequenj!y thana n�n�ua Illy or in excess of 1 annut!yI _,
Project Management(including operation &technical $2510 per hour
res,ourceisi)
Custom Programming, Custom Report Developmeift, $200 per hour
Additional Data Loadling Service& Contract Data Load;
Approval Workflow Rule Updates and Additional Service-to-
Employee Linkage F'iles for orders
Payment f'il,es in,addition to the one (1) per Region, provided $7510 per file
in Section 3.a.i.C.
Additional payment file,formats $200 per hour/one time
A roval workflow rulle updates _X2001 per hour
Past Due Balance; Unknown Invoice, Allocation Research; $75 per occurrence
Thrifty'Cleapup
C Training $150 per hour
Retroactive,a, Price based on Scope,
pp,liication of allocation chan:-ges-_
Load additional Vendor Contract information beyond what is Price based on Scope
needed to val,iidate invoices,and, properly mi,aina e contracts ...........
Physical site Inspections by Targue technician (andi Price based on Scope
inventories)
Client Internal Audit ,009-per day
ITTrofessional Services Agreement Revised June 2012
Tang,ole,Inic,
20
EXHIBIT C
SERVICE LEVEL AGREEMENTS
Service Level
Cate o ry Service Level Attal*nment Level
Invoice Processing Paper Invoices, Process, validate, display, 981%within 6 business days
and make available for approval from receipt by Tangoe
100%within 10 business days
from receipt by Taagoe_
Electronic Invoices: Process, validate, 98% within 5 business day
display, and make available for approval from receipt by Tangoe
100% within 101 bus,iness,days
from receipt by'ran goe
All Invoice Processing,SLAB exclude any exception invoices, such as insufficient processing data
in accordance with Customer rules reflected in the Playbook and excluding any in�voiic,es,that are
not approved by Customer for payment. In addition, any Customer processing time such as
approval, account authorization, MAC D 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 SL A 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 SL,A will not apply until such time as Tangoe
has modified its systems to accommodate the change. Tangoe will use all commercially
reasonable efforts to promptly address mapping,format changes.
Customer- Tangoe will process and load Customer- 98% within 5 business,days
Provided Data provided data into CM,P upon receipt from from receipt by Tangoe
Customer based upon the schedule
outlined in the Playbook, but not more 100 0 within 10 business days
frequently than weekly. Custom er-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 diata accurately reflects
the proper format, but that source data is
incorrect or does not match Customer's
exp,ectation,).
Tan goe-Prep:tired Tangoe will create payment file and/or 918% upon date scheduled in
Data general ledger files for remittance the Playbook
processing and cost allocation processing
based upon schedule outlined in the 11 00%,within 3 business days
Playbook, but not more frequently than 3 of date scheduled in the
times per weelk. Playbook
IT Professional Services Agreement Revised June 2012
T,angoe, Inc.
21
Service Levell
Cade o Service Level Aftainr en Level'
CM,P 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 hours or more
notice..
• Downtime that is less than 30
minutes and outside of 7 a.m.
.m. Central Time).
• Any unavailability caused by
circumstances beyond Tangoe's
reasonable control
Mobile late Plan optimization analysis and 100
Optimization recommendations will be submitted to
customer for each optimiz able Vendor,
Mobile Rate Plan Date plan recommendations will be 1001
Optimization provided to the"vendor within 5 business
Submission to days after receipt of written Customer
Vendor approval of the rate plan optimization
analysis.
Reporting Deliver performance reports for service Produced no more frequently
levels metrics, audit results, inventory than monthly by the day
creation and s stem ava,ilabilit reports. specified in the Workbook
Tangoe will issue a credit equal to 1% times 1/12"'of Customer's Minimum Annual Fee for each
S' vaiolltion not to exceed 10%,times 1/12 of Customer's Minimum Annual Fee in any month. If
all required'vendor account, remittance, allocation, and Customer authorisation 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 tweet 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 S A 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 Tangole 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
any bind.
IT Professional Services Agreement Revised June 2012
Tangoe,Inc.
EXHIBIT D
HISTORICAL,AUDIT
A. Initial Historical Audilt. 'The:folilowing identifies Tangoe's and Customer's responsibilities with respect
to Tangioe's initial historical telecommunications billing audit,
Tangoe gill:
1. Work with identified Vendor account representatives to obtain billing and inventory records for
the project.
Z 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 billling 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. Wolrk with the Vendors to secure the expense reductions and or credits presented to the
Customer.
81. Verify that the expense reduction and or credit are reflected in subsequent,billing.
I
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. T'angloe 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# Billing Period Issue J Date Submitted to Vendor
...........
IT Professional Services Agreement Revised Jw7e 2,01'2
Tangoe,Inc,,
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 T'an,goe 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 goo-for ,card 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 opitimization opportunities will be logged in Tangoe's Savings Tracker
and reviewed by Tan,goe 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 Revised June 2012
Tangoe,Inc.
24
..................
EXHIBIT D-1
CREDIT AND OPTIMIZATION OPPORTUNITIES
HISTORICAL CREDIT OPPORTUNITIES
Billing Issues
• Adherence to contracted rates for,-
C) Voice—LD and Toll Free
0 Mobile (cellular, pager and mobile data)
0 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 maniner
• Waivers applied
Other charges and credits—prorated charges
0 Late payment fees and interest
Surcharge and tax validation (rates and location analysis)
Inventory Issues—All Services
0 Cancelled services review
117!venLqa Issues-Data Services
Services reviewed at a minimum)
* ATM, and Frame, MPLS, SIP Tr,unking, SC ET',VPN
* Access but no Ports w/o PIVC, PVC w/o Port
* Usage versus Fixed PVCs,
* Bundled Access/Port,pricing versus individual rates
Pre-billing of circuit components
Contract lashes
a Account not under master agreements
OPTIMIZATION EXPENSE REDUCTION OPPORTUNITIES
InventoLy Issues—All Services
• Closed site review
• Obsolete services (off premise extensions, ring,down circuits, analog data)
• Optimization opportunities,
ol Ulnd�erutilized services
* Switched versus dedicated long distance service
* Excessive inventory per site
* Duplicate services(services not removed or charged from multiple sites)
ol
Lines/trunks/circuits with little or no usage
0 Internal,or inappropriate use of 800 services
• Unnecessary services
• Features—call forwarding, voice mail, caller ICS, hunting
• Inside wire maintenance pleas
Toll or other usage plans
cr), Internet plans at sites with dedicated access
• Toll Free Services and Features Review
0 Enhanced features and routing
IT Professional Services Agreement Revised Jane l 2012
Tangoe,Inc.,
25
• M'onth ly charges—little or no usage on service
• Combined feature usage
• Applications no longer in use
• Internal use cif tell free service
Conference Calling (audio, web and video)
* Excessive usage
* Penalties
Calling cards
* Usage from internal sites
* Excessive usage
Mobile services (cellular, data and pager)
o Accounts,with no usage
o Plans not optimized for user
o Unnecessary services and features
IHyena Issues-Data Services
• Optimization opportunities
• Routing of Access/Dedicated P
• Obsolete or legacy applications
• Opportunities,for better rates based on contracted items
Contract issues
Services not under contract
Expired contracts
Tariff based term agreements
IT Professional S,e,rvii ces Agireement Revised June 201'2
Tangoe,Inc.
26
EXHIBIT E
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 Consuttant: Approved, by Cfty Department Dldrector.
Signature, Signature*
Printed Name" Printed, Name:,
Title* Title:
Date* Date',
For Director Ulse Only
Contracted Payment Amount*
Adjustments, including
penalties.-
Approved Payment Amount:
IT Professional Services Agreement Revised June,2012
Ta,r e,Inc.
27
EX iBl1
Full Legal Name of Com,psny:
Legal Address;
Services to be provided
Executlon of this St nattrr erifteattr n Forin "F'o'rte`) hereby certifies es gust the following aindIviaduals
and/or positions have the authority to legally bind the Company and to oxecute any agreement,
amendment or change order on behalf of Company, Stich b1nding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on thus
warranty and representation set for(h to ails Form to entering Into any agreement or amendment watt a
Company. Company wttl su mtt are updated Fora within tern(1 ' business days,tf[here are any changes
to the st ria ory authority. the City, is entitled to rely on any etrrrent executed Form until It, receives a
revised Form that has been property executed by the Company.
11. Name: hC)WC,2,, BiZ-
Position.,
Signature
2 Nam e: t%�- o VLA WZ0Zf-A Aa
Position
Signature
w
3. Name:
Position.
S'igna'ture
Nam7el,
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f ,, —$Id-e COE,
Other Till
sate. �.
Tangos,Inc.
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DATE,' 4/16/2013 REFERENCE **P-1 1514 LOG NAME: 13PO281 TELECOM EXPENSE
NO.: HAR
CODE: P TYPE: CONSENT PUBLIC N
SUBJECT: Authorize Purchase Agreement with Tangoe Inc., in the Amount U�p to $169,000.010 for
Consulting Services for Telecommunication umunication Expense Management in the First Year
and Up to $84,000,.00 Annually Thereafter ALL COUNCIL DISTRICT,
It is recommended that the City Council authorize a purchase Agreement with Tangoe Inc., in, the
amount up to $ 69,x!001.001 In the first year and up to $84,00!0.00 annually thereafter for Consulting
Services for the historical audit and ongoing Telecommunication Expense Management.
This Agreement will be used by the Information Technology Solutions (ITS) department to procure
professlona,ll consulting services for a one time historical audit and an annual Telecommunication
Expense Management TEM solution. Duo to the extreme complexity of tol000lrr munlicatlion rote
structures, taxes, fees, and billing processes, industry host practices and Gartner, Inc., research
shows that using a TE I provider is the only cost-effective way to got the program management
capabilities organizations: deed to control spending on telecom services.
The historical edit will include o det llled hllling review targeting erroneous charges on previously
invoiced telecom services. Stiff estimates the historical audit will result in a 10 percent savings
duo 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 he
four percent - 15 percent. From those projected sa° r gs, Staff estimated charges for the historical
audit will be in the amount of$85,000.00 based upon the negotiated vendor foe of are 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 he Assessed a fixed fey: In the amount of $7,0 .001 per month for the TEM solution.
The following table illustrates the estimated costs
Contract Year Historical +u i Telecom Expense
Management Solution
Year 1 $85,000-00 t000.00
Year 2** None $84,000.00
Year 3** None $841000.00
Estimated amount. If the Historical Audit recovers more or loss savings than, Staff'+estir atedx the
cast for it would change. In the event that the costq exceed the amount approved in the Mayor
ittp://app . "vnet, rg�ouan it_ a 1 t,ii _rep,°i .,, p".ill .1 1() & o c 1(.I t w 4/1x/20,13[4/1 ,�'2, 1 10:10-5th A M I
M&C Review
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
A
actual savings re covers
** Year 2 and Year 3 renewals are optional, in accordance with the Renewal Options of this M&C.
The Purchias,ing Division issued Request for Proposals (RFP) No. 13-0l281 on, September 19,
01
2012, soliciting qualifi ed firms to provide consulting services rebated to TEM. The RAP 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 T'angoe Inc.'s proposal as the best value solution for the
City.
RFP ADVERTISEMENT- This RFP was advertised every Wednesday in the Eod VVQdb
Iel'earam,from September 19, 2012 through November 7, 2012. Three hundred vendors were
solicited from the purchasing vendor database-R 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 Office.- A waiver of the goal for MBE/'SBE subcontracting relquirements was requested by
the Purchasing Division and approved by the M 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 specifi c City Council, approval as long as sufficient 'funds have been appropriated.
AGREEMENT TERM - Upon City Council's approval, thi's Agreement shall begin on April 17, 2013
and expire on April 16,, 2014.
RENEWAL, OPTIONS -This Agreement milay be renewed for up to two successive one-year terms
at the City's option,. This action doles not require specific City Council alpprolval provided, that the
City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal
term. Staff anticipates that the costs for renewal years shall decrease significantly from the first,
year due to historical audit being completed.,
0
EISCAL 1NEQjRMAjjQN&ERT1F1CAj ^6'14
The Financial Management Services Director certifies that funds will be available in the Fiscall
Year 2013 operating budget, as appropriated, of the Information Systems Fund.
BQN\1 302,81\HAR
IQ EundL&;c!oua1LQanters E RQ M E u n dAccQu nVI;12 11ta ra
eJ6B ,.525lQ8Q OQ46QQ,2 0
Submitted fx!Cily Managgr"s .Qffice, Susan Alanis (8,180l)
Onainatina DePartmant,Heads Horatio Porter(2379)
http://',ipps.cfwnet.org/council,_,,_packet/mc rev j ew.asp?I D=,=18 166&colunc i]date=4/161/201 3(4/17/2013 101:10:50AM]
M" C Revickv
76
ow
Jack Dale (8357')
AMCHMENIS
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