HomeMy WebLinkAboutContract 46970PROFESS IONA L SERVICES AG R EEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by an d 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 Fernando
Costa, its du ly authorized Assistant City Manager, and HTE VAR, LLC d/b/a SPS VAR, (th e
·'Consultant" or "Contractor"), a Georgia company and acting by and through Tom Lewis its du ly
authorized Pre sident , each individually referred to as a "party" and collectivel y refe1red to as the
"parties ."
CONTRACT DOCUMENTS :
The Contract documents shall include the following:
1. This A_s>recment 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. Exhi bit D -Network Access Agreement
6 . Exhibit E -Signature Verification Fonn
All Exhibits attached hereto are incorp orated herein and made a part of this Agreement for all purposes.
In the event of any conflict: between the documents , the tem1s and conditions of this Professional Services
Agreement shall control.
T he tenn "Consultant" or "Contractor" shall include the Consultant or Contra ctor, and its officers, agents ,
employees , representatives, servants , contractors or subcontractors.
The temi "City" shall include its officers , e mp loyees, agents , and representatives.
I. SCOPE OF SERVICES .
Consultant hereby agrees to provide the City w ith professional services for the purpose of
implementing Phase I of the hardware migration from the Water server room in City Hall, to the City
Hall Data Ce nter , by staging, configuring, and installing a new core at the City Hall Data Center and
providing co ntinued maintenance. Attached hereto and incorporated for all purposes incident to this
Agreement is Exhibit "A," Statement of Work , more specifically describing the services and continued
maintenance to be provided hereunder.
2. TE RM.
This Agreement shall commence upon August 25 , 2015 , ("Effective Date'') and shall continue in
full force and effect for three (3) years ("Initial Term"), unless temiinated earlier in accordance with the
provis io ns of this Agreement. There are no renewals required for this agreement.
3. COMP ENSATION.
The City shall pay Consultant an amount not to exceed $ I 09.380.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Ex hibi t "B," which is in corporated
for all purposes herein. Consultant shall not perform any additional services fo r the City not speci fied by
fT Professional Services Agreement
HTE VA R, LLCdibla SPS VAR I of20
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH , TX
81/J!W/5
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
4. TERMINATION.
4 .1. Convenience.
The City or Consultant may tem1inate this Agreement at any time and for any reason by
providing the other party with 30 da ys' written notice oftem1ina1ion.
4.2 on-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in an y fiscal
period for any payments due hereunder, City will notify Consultant of suc h 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 p011 ions
of the payments herein agreed upon for which funds have been appropriated.
4.3 Breach .
Subject to Section 29 herein , either party may tenninate th is Agreement for breach of
duty , obl.igat ion or warra nty upon exhaustion of all remedies set forth in Section 29.
4.4 Duties and Obligations of the Parries .
In the event that this Agreement is terminated prior to the Exp iration Date, the City
shall pay Consultant for services actually rendered up to the effective date of te1mination and
Consultant shall continue to provide the City with services requested by the City and in
accorda nce with this Agreement up to the effective date of te1mination. Upon tennination of
this Agreement for any reason, Consultant shall provide the City with copies of all completed or
partiall y com ple ted documents prepared under this Agreement. In the event Consultant has
received access to City infonnation or data as a requirement to perform services hereunder,
Consultant shall return all City provided data to the City .in a machine readable fonnat or other
format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMA TIO!\.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potentia l conflicts of inte re st related to Consultant's
services under this Agreement. ln the event that any conflicts of interest arise after the Effective Date of
this Agreement , Consultant hereby agrees immediate ly 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 infonnation to a third party without the prior written approval of the City.
5.3 Un authori zed 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. Co nsultant shall notify the City immediately if the security or integrity of any
IT Professional Services Agreement
!!TE VAR. LI .C dtb/a SPS VAR 2 of20
81/1(1 015
City information has been comprom ised 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 discl osure.
6. RIGHT T O AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) ye ars after final payment
under this contract, or th e final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times an y directly pertinent books. documents , papers
and records of the consultant involving transactions relating to this Contract at no additional cost to the
City. Consultant a grees that the City shall have access during nonnal 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 Cit.y shall give Consultant reasonable
advance notice of intended audits.
Con sultant further agrees to include in all its subcontractor agreements hereunder a provi:;ion 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 d irectly pertinent books, documents ,
papers and records of such subcontractor involving transactions related to the subcontract. and further
that City shall have access during nonnal 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 . IN DE PENDENT CO NTRA CTOR
It is express ly 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 respondea1 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 noth in g
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-empl oyer or a Joint
employer of Consultant or any officers , agents , servants, employees or subcontractors of C onsultant.
Neither C onsultant, nor any officers, agents . servants , employees or subcontractors of Consultant shall
be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any
and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subcontractors.
8. LIABILITY AN D IND EMNIFICATION.
A. LIA BILI TY -CO NSULTANT SHALL BE LIABLE AND RESPONS IB LE FOR ANY AND
ALL PROPERTY LO SS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PE RSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSE RTED , TO THE EXTENT CAlJSED BY THE NEGLIGENT ACT(S) OR
OMJSSJON(S), MALFEASANCE OR INTENTIONAL MISCONDLCT OF CONSULT ANT, ITS
IT Profess ional Servi ces Ag reement
HTE VAR, LLC d/bia SPS V AK 3 of20
811:!l::015
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, F ROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, F OR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PRO FITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING O UT OF OR TN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY T H E
NEGLIGENT A,CTS OR OMISSIONS OR MALFEASANCE OF CONSl.iL TANT, ITS
OFFICERS, AGENTS , SERVAN TS OR EMP LOYEES.
C. COPYRIGHT IN .FRINGEMENT -Consultant agrees to defend, settle, or pay, at its own cost
and expense, an y claim or action against the City for infri ng ement of any patent, cop y right, trade
secret, or similar property right arising from C i ty's use of the software and /or documentation in
accordance with this agreement. Consultant shall have the sole rig ht to conduct the de fense of an y
such cla.im or action and all ne gotiations 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 an y 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 C ity's sole
remedy, either: (a) procure for City the right to continue to use the software and /or documentation;
or (b) modify the software and /or documentation to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the software and /or
documentation; or (c) replace the software and /or documentation with equally suitable, compatible,
and functionally equivalent non-infringing software and/o r documentation at no additional c harge
to City; or (d) if none of the foregoing alternatives is reasonabl y available to C onsultant, terminate
this agreement and refund to City the payments actually made to Consul tant under this agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights w1der this
Agreement without the prior wr itten 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 p1ior 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 obligation s of the Consultant under this
Agreement as such duties and obligations may apply. The Consultam shall provide the City with a fully
executed copy of an y such subcontract.
10. INSU RANCE.
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:
IT Professi onal Serv ices Agreem en t
HTE VAR, LLC'd/b/a SPS VAR 4 of 20
f,i / ::;::015
I 0.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000 ,000 Aggregate
(b) Worker's Compensation -Statutory limits
Employer's liability
$100 ,000 Each acciden t/o ccurrence
$100 000 Disease -per each employee
$500,000 Disease -policy limit
T his c o verage may be written as follows:
Workers ' Compensation and Employers· Liability coverage with limits consistent with statutory
benefits outlined in the Texas wo rkers ' Compensation Act (Art. 8308 --1.01 et seq .' Tex. Rev.
Civ. Stat.) and minimum policy limits for Emp loyers' Liability of $100,000 each
accident/occurrence , $500 ,000 bodily injury disease policy limit and $100,000 per disease per
em ployee.
(c) Technology L iability (E&O)
$1,000,000 Each Claim Limit
$1 ,0 00,000 Aggregate Limit
Coverage shall include , but not be limited to, the following:
(i) Failure to prevent unauthori ze d access
(ii) Unauthorized disclosure of information
(i ii ) 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
Liabil ity (CGL) policy, or a separate policy specific to Technology E&O . Either is acceptable if
coverage meets all othe r 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 ins urance shall
be submitted to the City to evidence coverage.
10.2 Gener al R equirements
(a) T he commercial general liability policy shall name the City as an additional insured thereon , as
its interests may appear. The tem1 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.
IT Professional Services Agreement
HT E VAR, LLC d/b/a SPS VAR 5 of20
8!!1/2 ()/ 5
(c) A minimum of Thirty (30) days notic e of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (JO) days notice shall be acceptable in the event of non-payment of
premium. ~otice shall be sent to the Risk Manager, City of Fort Worth, 1000 T hrockmorton ,
Fort Worth , Texas 76102, with copies to the City Attorney at the same address.
(d) The insurer 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-VT! in the current A..M. Best Key Rating
Guide, or have reasonabl y 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 documentatio n 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 th.e City prior to Consultant proceeding with any work pursuant to this
Agreement.
1 1. CO MPLIANCE 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 vio lation of such laws.
ordinances, rules or regulations, Consultant shall immediately desist from and coJTect the violation.
12. NON-DISC RI ML~ATION 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 individ ual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by C onsultant, its personal representatives, assigns , subcontractors or successors
in in terest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the
City harmless from such c laim.
13. NOTICES.
Notices requ ired pursuant to the provisions of this Agreement shall be conclusively detennined
to have been delivered when (l) hand-delivered tot.he other party, its agents , employees. servants or
representatives, (2) delivered by facsimile with electronic confinnation of the transmission, or (3)
received by the other party by United States Mail. re giste red , return receipt requested , addressed as
follows:
City of Fort Worth
Attn: Fernando Costa, Assistant City Manager
I 000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
IT Professional Services Agreement
HTE VAR, LLC d/b/a SP VAR 6 of20
SPS VAR, LLC.
Attn : Tom Lewis,
3168 Mercer Univ ersity Drive, Suite 200
Chamblee, Georgia 30341
Facsimile: (770) 216-4422
8// !/!()/ 5
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Con sultant shall , during the term of this agreement and additio nally for a
period of one year after its termination , solicit for employment or employ, whether as employee or
independent contractor, an y person who is or has been employed by the othe r during the te r m of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing ,
thi s p rov isio n shall not apply to an employee of ei ther party \Vho responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWER S /IMMUNITIES
It is understood and agreed that by execution of this Agreement , the City does n~ waive or
surrender an y of its governmental pow ers or imn1-unities. '
16. NO WAIVER.
T he fa ilure of the C ity or Cons ultant to insist upon the performance of any term or provision of
this Agreement or to exercise an y right granted herein shall not constitute a waiver of the City's or
Con sultant's respecti ve right to i ns ist upon appropriate performance or to assert any such right on any
future oc casion.
17. GOVERNING LAW / VE NUE .
T hi s Agreement shall be construed in accordance with the .laws of the State of T exas. If any .,
action, wheth er rea] or asserted , at Jaw or in equity , is brought pursuant to this Agreement, venu e for such
action shall .lie in. state courts located in Tanant County , Texas or the U nited States District Court for the
Northern District of Texas , Fort Worth D ivision .
18. S.EVERA..BTLI TY.
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 a ny way be affected or impaired .
19. FORCE MAJE URE.
The C ity and Consu ltan t 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 , comp li ance 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 , tran sportation problems and/or any other s im il ar 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 prov1s10n of this
Agreement.
IT Pro fe ssi o na l Services A greem en t
1-IT E VAR. LLC d/b/a SI'S VA R 7 of 20
811 ]!::!01 5
21. REVIEW OF COUNSEL.
The parties acknowledge th at each party and its counsel have reviewed and revised this
Agreement and that the norma l 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 exhi bits hereto.
22. AMENDMENTS.
No amendmen t 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 rep resentative 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 C ity 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 nu ll and void to the extent in conflict
with an y provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes , be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) days from th e 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 nonconfonning services .
26. MILESTONE ACCEPTANCE.
Consultant shall verify the quality of each deliv erable before submitting it to the C ity for review
and approval. The City will review all de liverables 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 spec ific reasons for rejection . The Consultant shall have ten ( I 0) da y s to correct any deficiencies and
res ubmit the corrected deliverable . Payment to the Con sultant shall not be authorized unless the C ity
accepts the deliverable in writing in the form attached. The C ity 's acceptance will not be unreasonably
withheld .
27. NETWORK ACCESS.
27.1 City 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 an d comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein fo r
all purposes .
IT Professional Services Agreement
HTE VAR, LL C d/bi a SPS VA R 8 of20
8/12/201 5
27.2 Federal Law Enforcement Database Access. If Consultant , or any Consultant Personnel.
requires access to any federal law enforcement database or an y federal criminal history record
information system, including b ut not limi te d to Fi n gerprint Identification Re co rds System ("FI RS '').
Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or
Nat ional Fingerprint F ile ("NFF"), that is governed by and/or defined in Title 28, Code of Federal
Regulations Part 20 ("CFR Part 20 "), for the purpose of providing servi ces for the admintstrat ion o f
criminal justice as defined therein on behalf of the City under this Agreement, Consultant shall comply
with the Criminal Justice Information Services Security Policy and C FR Part 20. and shall separately
execute the Federal Bureau of In ve stigation Cri minal Justice Information Services Security Addendum .
28. IMMI G RATI O N NATIONALITY ACT.
T he City of Fort Worth active ly supports the Immigration & :-.Jat ionality Act (IKA ) which
includes provisions addressing employment e.ligibility , employment verification , and nondiscrimination .
C onsultant shall verify the identi ty and employment eligibility of all e mployees who pe rfo1m work under
thi s Agreement. Cons ultan t shall complete the Employment Eligibili ty Ve rification Fom1 (T-9), maintain
pho to copies of all supporting employment eligibility and identity documentation for a ll employees , and
upon request, provide City with copies of all I-9 form s and supporting el igib ility documentation for each
employee who performs work under this Agreement. Con sult ant shall establish appropriate procedures
and controls so th at no services will be performed by any employee who is not legally eligible to perfo rm
such serv ic es . Consultant shall provide Ci ty with a certification letter that it has compli e d with the
verification requirements required by thi s Agree ment. Consultant shall indemnify City from any penalties
or liabilities due to vi olations of this provision. City shall have the right to immediately terminate this
Agreement. for violations of this provision b y Consultant.
29. INFORMAL DISPUTE RESOLUTION.
Exc ep t in the event of termination pursuant to Section 4.2 , if either City or Consultant has a cla im ,
dispute , or other matter in question for breach of duty , obligations, services rendered or any warranty that
arises under this Agreemen t, the parties shall first attempt to resolve the matter tlu·o ugh this dispute ,resolu tion
process. The disputing party shall noti fy the other party in writing as soon as practicable after discoyeri.ng the
claim, dispute , or breach. The notice shall state the nature of the dispute and list the party 's spe cific reasons
for such dispute. Within ten ( 10) bus in ess days of receipt of the notice. bo th parties shall com mence the
resolution proces s 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
ari se out of, or in connection with this Agreement. Tfthc parties fai l to reso lve the dispute within sixty (60)
days of the da te of rec ei pt of the notice of the dispute , then the parties ma y submit the matter to non-b inding
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 app licable
rules governing mediation then in effect. T he mediator shall be agreed to by the parties . Each party shall be
liable for its OWll 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 e ither party sha ll have the
right to exercise any and all remedies available under Jaw regarding the dis pute . Notwithstanding th e fact
that the parties may b e attempting to resolve a dispute in accordance with this informal dispute resolution
process , the parties agree to conti nue wi th out delay all of their respective duties and obligations under th is
Agreement not affected by the dispute . Either pa1ty may , before or during the exercise of the infom1 al
dispute re so lut io n process set fo rth herein, appl y to a court having jurisdiction for a temporary restraining
order or preliminary inj unction where such relief is necessary to protect its interests .
IT Professional Ser ices Ag reement
HTE VA R. I LC' d/b/a SPS VA R 9 of 20
81! :!l :!015
30. REPORTING REQUIREMENTS
For purposes of this section , the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optica l, electrochemical , or other high -speed data processing
device that performs logical, arithmetic , or memory func tions by the manipulations of electronic or
magnetic impulses and includes all inpu t, output, processing, storage, or communication facilities that are
connected or related to the device.
Computer technician means an individual who , in the course an d scope of employment or business,
installs , repairs, or otherwise services a computer for a fee . This shall include installation of software ,
hardware , and maintenance services.
If Consultant meets the definition of Computer Technician as defined herein , and while providing
services pursuant to this Agreement, views an image on a computer that is or appears to be child
pornography, Consultant shall immediately report the discovery of the image to the City and to a local or
state Jaw enforcement agency or the Cyber Tip L ine at the National Center for Missing and Exploited
Children. The report must include the name and address of the owner or person claiming a right to
possession of the computer, if known , and as pem1itted by law. Failure by Consultant to make the report
required herein may result in criminal and/or civil penalties.
31. SIGNATU RE A U THORITY.
T he person signing this agreement her eby warran ts that he /she has the legal autho rity 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) he reto , 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 incorpora te herein by reference. Each party is fully entitled to re ly on these warranties
and representations in ente ring into this Agreement or any amendment hereto.
Ii\' WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this !3!!3:-aay
of ftu-f;Y~C: , 2015.
ACCEPTED AN D AGREED:
CITY OF FORT WORTH:
By ~~_/
'Feriianciu-Bosta j;~ ~'.!, S C-h.£; /Jc__
Assistant City Manager 'l
IT Profess ional Services Agreement
HTE VAR , LLC d/b/a SPS VAR IO of20
HTE VAR, LLC d/b /a SPS VAR:
B;~-e-: -~-,-'-. f-+/-,--'. +--~,"'-'s.-~....,...._
Title: l'-... /J . ..1. -t>~,~
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
8/l:!/20 15
APPROV E D AS T O FORM AN D
LE GALITY
Jess · a Sangsvang
As · ant City Attorney II
C ON TRACT A UTHORIZATION :
M&C: (: -1 :J l.f o \
Da te Appro ve d: 1f{L5 I\':)
IT Professional Services Agreement
HTE VAR, L L C d/b/a PS VAR II or20
ATTEST :
~
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
81/2/20/5
•• SPS VAR
Exhibit A
Statement of Work
SPS VAR
Proposa l
For
City of Fort Worth
Power 8 4-Core Converged Infrastructure
DIR-SDD-2 108
Scott B is ho p
SPSVAR
Office [170) 216-4 427
Mai n (J 70) 2 16-4444
scott b jshoo@sosvar com
IT Professional Services Agreement
HTE VAR. LL(' d/b/a PS VAR 12 of 20
SPSVAR
3168 Mercer Univ e rsity Dr .
S uite 200
Atlanta , GA 3034 1
www .SPSVAR.com
811 :!1201 5
SPS VAR will provide City with the following
hardware and configuration :
Configuration Summary: System Migration
IBM POWER 8 ® , Rack moun table
4 Core, 1 Core Active IWld Licensed with 9,900 CPW Rating
64 GB Memo.ry
Unlimited Ua« Licenae
18M ®OSV7R1
Production & Test LPAR
4 Port, 1 GbE Ethernet N IC Card
2 x 4GB Fiber ca rds
System C onsole on Ethernet LAN
Redundan t. Hot Swap. Auto-Sensing Power Su pp lies
IBM STORWIZE V5000 SFF Dual Controller Enclosure
(13) 900GB 2.5 1 OK RPM SAS H 00
(2) 400GB 2.5 Inch Flash O..ive
I BM Storwize Fanvly Software vsooo
Direct Attached and Rooning Native to the Power 8
(2) TS3200 L TO 5 Tape Autoloader
48 Tape Capacity
7042-CR8 Hardware Management Console
control• managed systems, including the management of logical partition
and use of capacity on demand.
7316-TF4 Rack-Mounted Flat Panel Console
monitor, keyboard & mouse for HMC corMol
IBM 7014-T42 Rack
42U of Usable Space
1&-tnch Wide Rack
Three Year, 24 X 7 Software Maintenance
Three Year, 24 X 7 Hardware Maintenance
lnatallation and Data Mgrarion Services (remote servic ea, no t ravel expenses)
IT Profession al Serv ices Agreement
HTE VAR, LI C d/b/a SPS VAR 13 of20
i 2
8//]/20/5
Windows/ VMWare Services Include:
· Assessment of placement of VMs in current VMWare HA Cluster for adequate capacity
• Asshtan.ce with conflcuration of Windows-based Vln:ual Servers
o l)oc11m,m t Manu,,cm~lll (window~ ~o lut ion. for word li ni~on)
o C2G -Corc wch scrv.:r
o C2G-CX -web ,crwr
o (JRsp (w ind ows installa ti on)
• VMware tools install and optimization of these new VMs
Customer Respons1bil!tles
~·
i
L
t ;i
• Customillr responsible for backup of dat.1 on th physical serven, SPS VAR not responsible for lost d:itn
• Customer responsible for providing Windows License keys.
• Customer provu:tes local Admm credentia ls to physical servers 3nd domain admin credentials
lfUtey are tn the domain .
IT Professional Service s A!,'l'Cemcnr
!-!TE VAR, L LC d:b/a SPS VAR l4 of20
I
r
3
8!/ 2!:!01.5
EXHIBIT B
PAYMENT SCHEDULE
SPS VAR Total fOI the proJect shall be no more tha n 5109.380 00
SPS VAR's sronda rd pay ment terms lr.;ted belo w a re oeflned in two steps
50% ($54,690.00) at rime of execution of con racts
50% ($54.690,00) at completion of on-site installatio n
· Tne initial payment ,nvo,oed at the signing of the SPS V AR P roduct Agreements and upon rf!'ce,pt of purchase orde r
enables SPS VAR to purchase necessary hardwa re and fund on-site e~penses l
• Tho second payment invo ced at the complelion of the on-site insta llat,on
• The w arranty period beg,ns on the date of System Installation ~
• The System U be installed 10 days after a rrival . I'
· Sales To x or any oth e r applicable taxes are not included 1n any of th,s proposars pnc ,ng information If sales ta x or any
other ta < becomes apphcable, these ta xes will then noed to be added to the proposed pncing
ADDITIONAL INFORMATION
Ti me-and •Matitr la ls Billi ng Rat.s :
SPS VAR will provide custom progremm1ng and non-warranty maintenance custom er support on a time arid materials
bas is.
Any req!Jestad design, programming, testing , documentati on , implementeuon worl< and customer su pport outside or th e
proposed Scope of Work w ,11 be done at S1S5 .00 pe r hour
Add it ional trai ning and On-s ite Support : l
11,:,ddrt,ona l on-s ite training 1s requir ed. ,twill be provided ether on a t ime and materia ls basis (S1 95 .00 per h our) plusfisct!J3 1
expenses or S1 ,500.00 per day plus a<:lua l e,.penses ·
Performance and Siz ing :
Performance and s izi ng are based on best esti mates only SPS VAR cannot guara ntee pe rformance
P ri ces :
P nces are good for 30 days from the date of this proposa l
IT Professi onal ervices Agreement
HTE VAR, LLC d/b/a SPS VAR 15 of20
4
811 212015
Services Deli vered:
Miles tone / Deliverable Ref. #:
Milestone / Deliver able Name:
Unit Testing Completion Date :
EXHIBIT C
MILESTO NE ACCEPTAJ\"CE FORM
Milestone /Deliverable Target Completion Date:
Mi le stone / Deliverable Actual Completion Date :
Approval Da te:
Comments (if needed ):
Approved by Consultant: Approved b y City Department Direc or:
Sign ature :
Printed Name:
Title:
Date:
For Director Use On ly
Contracted Payment Amount:
Adj ustments, including
penalties:
Approved Payment Amount:
IT Professional Sen·ice Agreement
1-ffE VAR, LLC d/bla SI'S VA R
Signature :
Printed Name:
Title:
Date:
• 811::1::01 5
16 of20
EXHIBITD
NETW O RK ACCESS AGREEMENT
',
1. T he Network. The City owns and operates a computing environment and network (collectively
the "Network"), Contractor wish es to access the City 's network in order to implement Phase I !f ¢e
hardware migration from the Water Department server room in C ity Hall , into the City Hall D f3 Center,
by staging, configuring, and instaili ng a new co re. ~
l
In order to provide the necessary support, Contractor needs access the Water Dep artment netw ork , the
Water Department server room, and the C ity Hall Data Center.
2. G rant of Limited A ccess. Contractor is hereby granted a limited right of acce ss to the ,City's
Network for the sole purpos e of providing hardware migration from the Water Department server room in
City Hall , into the City Hall Data Center, by staging, configuring, and installing a new co re. Sµch access
is granted subject to the terms and conditions fo rth in this Agreement and applicable provisions: of the
City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), ofwnfoh such
ap p licable prov isions are h ereb y incorporated by reference and made a part of this Agreement o r ·a11
purposes h erein and are available upon request. f
3. N etwork :C r ede ntial s . The City will prov ide Contractor with Network Creden tial s cojp.si stin g of
user ID s and passw ords uniq ue to each indi vidual requi ring Network access on behal f o f the Contractor.
Access rights will automatically expire one (I ) year from the date of this Agreement . If this access is
bein g granted for purposes of comp le ting services for the C ity pursuant to a separate contract, then this
Agreement will expire at th e completion of the contracted services , or upon termination of the Nntracted
servi ces , whichever occurs first. This Agreement will be associated wi th th e Services des ignat~d below.
0
0
[SJ
0
Services arc being provided in accordance with C ity Secretary Contract No.
Services are being provi ded in accordance with City of Fort Worth Purchase Order No ,·: .
Services are being provided in accordance with the Agreement to which this Access t greement
is attached. r
No services are being provided pursuant to this Agreement. I!
4. R e newal. At the end of the first year and each year therea f ter, this Agreement may be renewed
annu ally if the following conditions are met:
4 .1 Contracted services have not been completed .
4 .2 C on tracted services have not been tem1inated .
4 .3 Within th e thirty (30) days prior to the scheduled ann ual expiration o f th is Agreemen t,
the Contract or has provided the City with a current list of its officers, agents,' servants ,
em ployees or re presentatives requiring l\etwork credentials .
I
Notwithstanding th e scheduled contract expiration or the status of co mpletion of services , Contrac tor
shall provide the C ity with a curren t list of officers, agents , servants , e mployees or representft.tives that
require '\fetwork credentials on an annual basis. Fai lu re to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. N e tw ork R es tr icti on s. Contractor officers . agents , servants, employees or representatives may
not share the City-assigned user IDs and passwords. C ontractor acknowledges. agrees an d hereb y gives
its authoriz ation to the C ity to monito r Contractor's use of th e Ci ty's Network in order to ensu re
rr Professio nal Se rvi ce s A!,'TCemcnt
!HE VA R, L LC d/b/a SI'S VAR 17 of 20
·'I
'·
, .
' ~
i:
(
8112/20/5
Contractor's comp liance with this Agreement. A breach by Contractor, its officers . agents , servants ,
employees or representatives , of this Ai,rreement and any other wrinen instructions or gu idelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the C ity immediately to deny
Contrac tor access to the 'etwork and Contractor's Data , terminate the Agreement . and pursue any o ther
remedies that the City ma y have under th is Agreement or at law or in equity.
5 .1 \/otice to Contractor Personnel -For purposes of th is section, Contractor Personnel shall
include all officers , agents , servants , employees , or representatives of Contractor. Contractor shall be
responsible for specifically not ifying all Contractor Personnel who will provide services to the C ity unde r
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any C ity -owned equipment assigned to Contractor
Personnel , and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personne l, shall be prohibited from connecting personally-
owned computer equipment to the City 's erwork
(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 etwork
(d) Contractor Personnel shall not e ngage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regu lation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the pro perty of the City and is subject to applicable state regulations regarding
public information
(f) Contractor Personnel shall not copy or d uplicate electron ic 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 :\Tetwork access
6. Termination. In add ition 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 etwork.
7. Information Securitv . Contractor agrees to make every reasonable effort in accordance with
accepted security practices to p rotect the etwork 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 b reach 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 resign ation of officers , agents , servants , employees or representatives with access to City-
prov ided Network credentials , and unauthorized use or sharing of 1etwork credentials.
ACCEPTED AN D AGRE ED:
cr,:v OF FORT WORTH, Q
By:::;;_._.---~ , \_;-
~~ ·~~r ~=;-cJi.....c..f ""'
Assistant City Manager ..-
Date: R ·::2 7 ~ I ..)
IT Professional Services Agreement
HTE VAR, LLC d/bia SPS VAR 18of 20
HTE VAR, LLC d/b/a SP S VA R
By:~
Name: T · tf lQ.,v , 5 .JL,
Title: f ,vs, ,W
Date: A:i.-i p«<t r3, h2 t5-
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
8/1 212015
ATTEST :
IT Profe ss ional Serv ice s Agreement
HTE VAR, LLC dlb/a SPS VA R 19 of 20
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
81/]!JOJ 5
EXHTBITE
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal ame of Company: HTE VAR, LLC d/b /a SPS VAR
Legal Address: 3168 \1ercer University Drive , Suite 200 , Chamblee, GA 30341
Services to be provided: Implementation oflnformation Technology Infrastructure.
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 authori ty 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
rev ised Form that has been properly executed by the Company.
1. N ame: Thomas H. Lewis Jr.
~ Si .
Name: Thomas H . Lewis Jr.
~r----: Signatu7e.:tiresit I CEO
Other Title: President --------------
Date: /fu--,q V C
IT Professional Seivices Agreement
II T E VAR, LLC d/bia SPS VAR
(3 ::z:<>, r . l
20 of20
811 2/2015
M&C Re v iew
CITY COUNCIL AGENDA
DATE:
CODE:
COUNCIL ACTION: Approved on 8/25/2015
8/25/2015 REFERENCE NO.: **C-27431
C TYPE: CONSENT
LOG NAME:
PUBLIC
HEARING:
Page I of 2
Official site of the City of Fort Wo1th, Texas
FORTWORTII
~
60SPSVAR2015
NO
SUBJECT: Authorize Execution of an Agreement with HTE VAR , LLC d/b/a SPS VAR in an Amount
Up to $109 ,380 .00 to Migrate the Water Department's Utility Billing Servers and Provide
Maintenance Using a Cooperative Agreement (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize execution of an Agreement with HTE VAR , LLC
d/b/a SPS VAR in an amount up to $109 ,380 .00 to migrate the Water Department's utility billing
servers and provide maintenance as part of the Water Department's data center decommissioning in
support of the City's energy savings performance contract with Johnson Controls , using Cooperative
Agreement No . DIR-SDD-2108 .
DISCUSSION:
The Water Department has a previous Agreement with HTE VAR , LLC d/b/a SPS VAR (SPS VAR),
with which it purchased maintenance and support for the Water Utility Billing core server
hardware. In support of the City's Energy Savings Performance Contract (ESPC), the Water
Department is migrating all systems out of its current City Hall Data Center (L38) and will co-locate
them in the existing ITS City Hall and Holly Data Centers . The existing City Hall Data Center (L38)
will be decommissioned at the conclusion of the migration .
In order to minimize disruption to systems which support customer service , provide customer self-
service and are critical to operations , the Water Department is replacing core "end of life" hardware
components as part of this migration . SPS VAR will provide the hardware and professional services
needed to migrate the Water Utility Billing server hardware. Three years of maintenance and support
for the migrated system is also included in this purchase.
COOPERATIVE PURCHASE -State Law provides that a local government purchasing an item under
a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek
competitive bids for purchase of the item . The State of Texas Department of Information Resources
(DIR) Cooperative Contract has been competitively bid to increase and simplify the purchasing power
of local government entities .
PRICE ANALYSIS -The prices were obtained using Department of Information Services (DIR)
Contract No . DIR-SDD-2108. The DIR contract offers fixed discounts for these services . Water
Information Technology staff has reviewed the pricing and determined it to be fair and reasonable.
ADMINISTRATIVE AMENDMENT -An increase or administrative amendment for this Agreement
may be made by the City Manager or his designee , for an amount up to $27 ,345 .00 and does not
require specific City Council approval as long as sufficient funds have been appropriated .
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Department and approved by the M/WBE Office , in accordance with the BOE Ordinance , because
the purchase of goods or serv ices from sou rce(s) where subcontracting or supplier opportunities are
negligible .
TERM -This Agreement to upgrade the system shall begin on August 25 , 2015 and end on August
http://a pps.cfw n et.org/co un c il _pac ket/m c _rev iew.asp ?ID =2 1360&counc ild ate =8/25 /20 15 8/26 /20 15
M&C Re v iew
.. 24 , 2018 .
RENEWAL OPTIONS -No renewals are needed for this Agreement.
This project is located in ALL COUNCIL DISTRICTS .
FISCAL INFORMATION/CERTIFICATION:
Page 2 of 2
Upon approval of these recommendations , the Financial Management Services Director certifies that
funds are available in the current budget , as appropriated , of the Water and Sewer fund . The Fiscal
Year 2015 budget includes appropriations in the amount of $470 ,000 .00 for professional services and
$49,862 .90 has been expended as of July 28 , 2015 .
TO Fund/Account/Centers
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FROM Fund/Account/Centers
PE45 531200 0604012 $54,690 .00
PE45 531200 0704012 $54 ,690 .00
Fernando Costa (6122)
John Carman (8246)
David Holt (2515)
--------·--
http ://apps.cfwnet.org/council_packet/mc _review.asp?ID=21360&counci ld ate=8 /25 /2015 8/26/2015