HomeMy WebLinkAboutContract 39226 C%'Ty SECRETARY 2
CONTRACT NO. Jc1 to
PROFESSIONAL SERVICES AGREEMENT
FORT WORTH POLICE DEPARTMENT TACTICAL AND INTELLIGENCE FUNCTIONS
DEVELOPMENT AND SUPPORT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into by
and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, with its principal location at 1000 Throckmorton
Street, Fort Worth, Texas 76102, acting by and through its duly authorized Assistant City Manager, and
ADB CONSULTING, LLC. ("Consultant') a for profit corporation, with its principal location at 2533 N.
Carson, Street, Suite 5324, Carson City, Nevada, 89706, and acting by and through James R. Johnson,
its duly authorized Vice President, individually referred to as a "party," collectively referred to as the
"parties."
DEFINITIONS
City shall mean the City of Fort Worth, including its employees, officers, agents, or representatives.
Consultant shall mean ADB Consulting, LLC., its employees, directors, officers, agents, representatives,
or subcontractors.
Software shall mean the computer program, object code, any corrections, bug fixes, enhancements,
upgrades or other modifications, including custom modifications and user manuals.
CONTRACT DOCUMENTS
This Agreement shall consist of the following documents, which are attached hereto and incorporated into
this Agreement for all purposes herein:
1. Exhibit"A"—Statement of Work
2. Exhibit"B"—Non-Disclosure Agreement
3. Exhibit"C"—Vendor Access Agreement
1. INTELLECTUAL PROPERTY/SCOPE OF SERVICES
1.1 Intellectual Property
Consultant grants the City unlimited rights to the software developed for this project. The software
will be in the form of software components that only operate within the North Central Texas Fusion System
software infrastructure and software components that interface with Fort Worth Police Department
databases. Consultant reserves the right to allow other Texas law enforcement agencies to use the
contract-developed software components that only operate within the North Central Texas Fusion System
software infrastructure. ..
1.2 Scope of Services
Consultant hereby agrees to provide the City with professional consulting services for Fort Worth
Police Department Tactical and Intelligence Functions Development and Support. The specific scope of
services to be provided under this Agreement are set forth in Exhibit"A," Statement of Work,which is
attached hereto and incorporated for all purposes incident to this Agreement. The Parties may later
agree to alter or modify the scope via written change order. Any such change orders shall be
incorporated by reference into the scope of services provided under this Agreement, attached hereto,
and shall become a part of this Agreement.
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2. TERM/RENEWAL OPTIONS.
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement ("Effective Date") and shall continue in full force and effect for 30 months ("Initial Term")
from the Effective Date, unless terminated earlier in accordance with the provisions of this Agreement.
Following the Initial Term, this Agreement shall be renewable for maintenance at the option of the City for
two additional terms of one year each ("Renewal Term"). The City shall provide Consultant with written
notice of its intent to renew at least thirty(30)days prior to the end of the term.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $72,000 in accordance with the
provisions of this Agreement. The City shall pay Consultant the amount set forth in accordance with
Exhibit A, upon completion and acceptance by the City of each corresponding Task. Consultant shall not
perform any additional services for the City not specified by this Agreement Unless the City requests and
approves in writing the additional costs for such services. The City shall not be liable for any additional
expenses of Consultant not specified by this Agreement unless the City first approves such expenses in
writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant, each in their sole discretion, may terminate this Agreement at any
time and for any reason by providing the other party with 30 days 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 shall be been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
S. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further 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. Consultant agrees to be bound by the City's Non-disclosure policy, which is attached hereto
as Exhibit "B" and incorporated herein for all purposes. 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.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the consultant involving transactions relating to this Contract
at no additional cost to the City. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS SUBCONTRACTORS, OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2 INDEMNIFICATION.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONSULTANT, ITS SUBCONTRACTORS, OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES.
8.3 WARRANTY.
CONSULTANT WARRANTS TO THE CITY THAT THE SOFTWARE WILL SUBSTANTIALLY
COMPLY WITH THE SPECIFICATIONS AND STATEMENT OF WORK AS SET FORTH IN EXHIBIT
A. CONSULTANT SHALL ALSO PROVIDE THE CITY WITH SUPPORT AND MAINTENANCE
SERVICES FOR THE SOFTWARE AS SET FORTH IN EXHIBIT A. THE CITY SHALL HAVE THE
OPTION TO RECEIVE ADDITIONAL TECHNICAL SUPPORT SERVICES AS NECESSARY.
8.4 INFRIGEMENT.
Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against the City for infringement of any patent, copyright,trade secret, or similar property
right arising from City's use of the software in accordance with this agreement.Consultant shall
have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim, and City agrees to
cooperate with it in doing so. City agrees to give Consultant timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. If the software or any
part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, Consultant shall, at its
own expense and as City's sole remedy, either: (a) procure for City the right to continue to use
the software; or (b) modify the software to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the software; or (c)
replace the software with equally suitable, compatible, and functionally equivalent non-infringing
software at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably
available to Consultant,terminate this agreement and refund to City the payments actually made
to Consultant under this agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations under this Agreement. If the City grants consent to a
subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this
Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the
Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide
the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives
in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non-owned
(c) Worker's Compensation -Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq. Tex. Rev. Civ.
Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence,
$500,000 bodily injury disease policy limit and $100,000 per disease per employee
(d) Technology Liability(Errors &Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Coverage shall be claims-made, and maintained for the
duration of the contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to the City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance documentation shall not constitute
a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To The CITY: To CONSULTANT:
City of Fort Worth/IT Solutions ADB Consulting, LLC
1000 Throckmorton 2533 N. Carson Street, Suite 5324.
Fort Worth TX 76102-6311 Carson City, NV 89706
Facsimile: (817) 392-8654
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally a period
of two years after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this agreement,
without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
23. NETWORK ACCESS.
All new network connection requests between third parties and the City require that the parties
agree to be bound by the City's third party connection policy. This agreement is attached hereto and
incorporated as Exhibit"C," and outlines the scope of access of all third parties, including Consultant and
any subcontractors, to the City's network.
24. 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. The other party is fully entitled to
rely on this warranty and representation in entering into this Agreement.
[Remainder of Page Intentionally Left Blank]
IN TNESS WHEREOF, the parties hereto have executed this Agreement in multiples this'5-6 day of
200 .
CITY F FORT WORTH: ADB CONSULTING, LLC.:
By:!—*v ' By:
Tom Higgins
Assistant City Manager James Johnson
9�Z8 pq Vice Preside b
Date: Date: p&0 7
ATTE T. ATTEST:
By: (�
By: Q M Evu
arty Hendrix Anita Miller
City Secretary Vice President
APPROVED AS TO FORM AND LEGALITY:
B .
Assistant City Attorney
Contract Authorization:2
M&C: �" c�i J�� q
Date Approved: ��
EXHIBIT A
STATEMENT OF WORK
FORT WORTH POLICE DEPARTMENT TACTICAL AND INTELLIGENCE FUNCTIONS
DEVELOPMENT AND SUPPORT
ADB Consulting will implement the tasks shown in the following table. Note that the labor provided for
each task is level-of-effort and that if not all the designated hours are required for the task, the remaining
hours will be provided for other technical support as specified by the Intelligence Unit Lieutenant.
This project utilizes the North Central Texas Fusion System computer infrastructure (approved by North
Central Texas Fusion System Chief Kelley Stone on December 16, 2008 with Chief Jeff Halstead of the
Fort Worth Police Department) and reuses numerous components from already existing tools (approved
by Chief Kelley Stone on December 16, 2008 with Chief Jeff Halstead of the Fort Worth Police
Department) to minimize the cost of this functionality. If the North Central Texas Fusion System is not
available for some reason, the project-specific functionality specified in this Statement of Work can be
implemented on a Fort Worth-provided server..
# Task Notes $
1 Work with Fort Worth PD information This task is foundational to the $15,000
technology to implement an interface to the other tasks. Secure remote
near-real-time Automated Reporting System login access to the near-real-
data and the calls for service data for use in the time data is required for the
tactical intelligence dashboards and models. ADB technical team to
accomplish this task. The
interface will be developed as
far as possible in 325 labor
hours. Price includes$2,000
for travel.
2 Implement models that run continuously on Models are selected by the $17,000
open source data, near-real-time FWPD data Intelligence Unit. As many
and on regional data to provide early warning of models will be developed as
potential Fort Worth threats and hazards. possible in 375 labor hours.
Assumes one brainstorming
session to identify essential
elements of information for the
models. Price includes$2,000
for travel.
3 Implement dashboard to provide near-real-time Expanded dashboard is $3,000
information on repeat offenders, repeat incorporated into the North
addresses, facility threats, method threats, and Central Texas Fusion System
individual/group threats. in a mode visible only to those
designated by Fort Worth
Intelligence. As many
dashboards will be developed
as possib le in 75 labor hours.
4 Implementation of a communication tool 465 hours of development, $18,600
incorporating the following capabilities: integration, test and
• Access the tool via secure internet access deployment of the functions
from the users office identified. The hours assume
• Store intelligence reports in a secure, the development of the US
restricted-access library threat model, product review
• Secure single-line queries of every word in function, secure blog function
intelligence reports and secure live chat function
• Secure blog on topical areas of interest as well as extensive
• Secure live chat involving many concurrent customization of existing
users, particularly in time of crisis functions to provide the
• Automated summarization of information on a remaining functionality.
topic using broad internet sources
• Receive information on an intelligence This task description contains
product and post a review or comment all the functions reviewed with
• Submit newly identified concern areas for the and approved by Chief
threat monitoring computer models Halstead and Lieutenant Dixon
• Access targeted reference documents for on December 16, 2008.
review or download
• Access targeted reference links
• Access lessons learned documents
• Access overview documents on Fusion
Centers
• Access contact information for all the users
• Access answers to frequently asked
questions
• Automated collection, evaluation and display
of law enforcement news
• Handle a user submitted new alert, new
event, new notification, new concern for the
models to monitor, new intelligence report,
new reference document or new reference
link
• Display North Central Texas Fusion System
generated world terrorism dashboard
• Display DHS Threat Advisory and recent
status
• Custom automated model monitoring threats
and reporting US threats in a dashboard
• Website links to Major Cities Chiefs
Association, Major Sheriff's Association, and
North Central Texas Fusion System
• Visualization of US threat model results over
time
5 Ongoing communication tool support for two Assumes an average of one $18,400
years after implementation and deployment hour of support each weekday
for one year. Support may
include user training, user
registration and approval, user
assistance, checking system
availability, updating user
contact information, updating
answers to frequently asked
questions, reviewing postings
for appropriateness, improving
labels for posting to assure
clarity, adding new reference
documents, updating notices to
users.
ADB Consulting reserves the right to share the custom software and intellectual property from this project
with other Texas law enforcement agencies.
EXHIBIT B
NON DISCLOSURE AGREEMENT
This is an agreement between City of Fort Worth ("City") located in Fort Worth, Texas, Tarrant County,
USA and ADB Consulting, LLC., ("Recipient"), individually referred to as a"party"collectively referred to as
the"parties."
CITY may be disclosing confidential and proprietary information of a technical or commercial nature for
certain technical, business, or other purposes, and CITY would not make such disclosures without
Recipient's agreement to maintain confidential treatment of such information. It is understood that
confidential information, products, and source code provided by CITY may be the property of CITY
partners as well as of CITY, itself. Therefore, the parties agree as follows:
1. Recipient, for a period of three (3) years, will not disclose or use any business, sales, pricing,
and/or technical information from City designated orally or in writing as "Confidential" or
"Proprietary" or in like words, without the prior written consent of CITY and then only to the extent
specified in such consent. Confidential Information may not be copied by Recipient. Recipient
agrees to treat Confidential Information as it would its own Confidential Information and to
disseminate it within its own organization only to the extent necessary for the purposes for which it
has been provided and only to Recipient's employees or consultants who are bound to maintain its
confidentiality. Orally disclosed Confidential Information must be so identified at the time and City
must deliver to the Recipient a written summary of it within thirty(30)days.
2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not
extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully
received from a third party not bound in a confidential relationship to City (iii) is published or
otherwise made known to the public by City (iv) is independently developed by Recipient or
Subsidiary of the Recipient without using Confidential Information of City or (v) is required to be
disclosed pursuant to a court order, duly authorized subpoena, or governmental authority. In such
cases, notice must be provided to City prior to such disclosure.
3. Products provided to Recipient for purposes of evaluation shall be considered the same as
Confidential Information, except that one copy of each may be installed and tested. Recipient
agrees that Product software, copyrights, and all other proprietary rights remain the property of
their lawful owners. Recipient agrees to the DISCLAIMER OF WARRANTY in the City license
agreement. In particular, Recipient assumes all responsibility for damage or injury occurring due
to Product evaluation. At the end of the evaluation period, Recipient agrees to either sign the City
license and source code agreements and purchase the Products, or to return the Products to City
and erase any copies made.
4. Upon request by City, Recipient shall return all media on which it was received, with a letter
confirming that the Confidential Information has in no way been reproduced or copied or that all
copies have been returned. The obligations of this Agreement expire five (5) years after the date
of execution.
5. This agreement shall be binding on the parties and their successors and assigns, shall be
governed by the laws of Texas, and shall remain effective with respect to any Confidential
Information which is disclosed by City with in one year of the date of execution unless either party
notifies the other that subsequent disclosures are not to be included within the terms of this
agreement.
6. This agreement specifically prohibits the Recipient from granting any access to City-provided
Products and source code to any third party. The Recipient is solely responsible to protect access
to City-provided source code against any third party while the source code is in the Recipient's
possession.
7. The Recipient shall not distribute any code in any form that was in all or partly derived from any
CITY-provided source code or Products, unless Recipient purchases Product licenses.
Accepted and signed on behalf of the respective party listed below:
CITY OF FORT WORTH ADB C NSULTING, LLC.
Tom Higgins, Assistif6t City Manager Jam R. Johnson, ice President
9/z8/o9
Date Date T�T
(APP�R�O�VED TO FORM AND LEG<ALITy
Assistant City Attorney
Witte 7:
T endrig& City 8 tary
0
EXHIBIT C
VENDOR NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement') is made and entered into by and
between the CITY OF FORT WORTH ("City")and ADB CONSULTING, LLC., ("Contractor").
1. The Network.The City owns and operates a computing environment and network(collectively the
"Network"). Contractor wishes to access the City's network in order to create an interface and implement
a near-real time Automated Reported System for use in the tactical intelligence dashboard and models
utilizing information gathered from the North Texas Fusion System. In order to provide the necessary
support, Contractor needs access to Police Department's ARS/RMS Oracle database, Gang Access
database on AS359 and Narcotics Access database on AS358.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing the services set forth in Section 1 above. Such access is
granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for all
purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then, this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, whichever occurs first. Services are being provided in accordance with the Professional
Services Agreement to which this Exhibit C is attached.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon
termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor-owned equipment that contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE
FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR
ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS
TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR
ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR
SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY ACTION TO
THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR
INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
9. Confidential Information. Contractor, for itself and its officers, agents, employees, and
representatives, 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. Contractor
further agrees that it 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. Contractor
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
10. Riaht to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms,
and until the expiration of three (3) years after termination or expiration of this contract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of the Contractor involving transactions relating to this
Agreement. Contractor agrees that the City shall have access during normal working hours to all
necessary Contractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Contractor
reasonable advance notice of intended audits. Contractor further agrees to include in all its
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City
shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or
expiration of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, data, documents, papers and records, both hard copy and electronic, 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.
11. Agreement Cumulative.This Agreement is cumulative of and in addition to any written contracts,
agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and
any other documents incorporated herein by reference constitute the entire understanding and Agreement
between the City and Contractor as to the matters contained herein regarding Contractor's access to and
use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Contractor.
13. Assignment. Contractor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
1s. Force Maieure. Each party shall exercise its best efforts to meet its 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 (force majeure),
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.
16. Governing Law /Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authority. The signature below of an authorized representative acknowledges that the
Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein.
ACCEPTED AND AGREED:
CITY O FORT WORTH: ADB CONSULTING, LLC
By. ai1J By.
Tom Higgins Jam R. Johnson
Assistant City na Vice esiden � o o q
Date: ��Zag Date: I
ATTE T: ATTEST: /ad By:By:
arty endrix Arnta Miller
ity Secretary Vice President
APPROVE A Tj0 FORM AND LEGALITY:
Assistant City Akt6mey
M&C: none required
Attested by:
Marty Hendrix, City Secretary
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FO
COUNCIL ACTION: Approved on 9/22/2009
DATE: 9/22/2009 REFERENCE NO.: **C-23784 LOG NAME: 35ADB CONSULTING2
CODE: C TYPE: CONSENT PUBLIC NO
NO
SUBJECT: Authorize the Execution of a Contract with ADB Consulting, LLC, for an Amount Not to
Exceed $72,000.00 to Develop an Interface with the North Central Texas Fusion System
for a Tactical Dashboard Program for the Homeland Security Section of the Fort Worth
Police Department
RECOMMENDATION:
It is recommended that the City Council Authorize the City Manager to execute a contract with ADB
Consulting, LLC, to develop an interface with North Central Texas Fusion System for the Fort Worth
Police Department Tactical Intelligence Model and Dashboard program for an amount not to exceed
$72,000.00.
DISCUSSION:
ADB Consulting, LLC, (ADB Consulting) developed the architecture and implemented the North
Central Texas Fusion System (the Fusion System). The Fusion System allows users to securely
access data and collaborate from any external location. The Fusion System supports over 880 users
from more than 128 jurisdictions across a 16 county North Central Texas Region.
ADB Consulting has agreed to work with the Fort Worth Police Department to implement a near-real
time Automated Reporting System for use in the tactical intelligence dashboards and models utilizing
information gathered from the North Texas Fusion System. These models would have the ability to
run continuously on open source data and provide early warning of potential threats and hazards.
Furthermore, the dashboard will provide information on repeat offenders, repeat address, facility
threats, method threats and individual group threats.
The Fort Worth Police Department recommends that a contract be executed with ADB Consulting
due to their extensive knowledge and familiarity with the complex Fusion Center architecture,
interfaces, tools and data. Additionally, their firm represents less risk, expense and implementation
time due to their familiarity.
A waiver of the goal for M/WBE subcontracting requirements was requested by the Police
Department and approved by the M/WBE Office because the purchase of goods or services is from
sources where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
TO Fund/AccounVCenters FROM Fu nd/Accou nt/C enters
GR76 539120 002442236100 $72,000.00
Submitted for City-Managers_Office b Thomas Higgins (6140)
Ortinatin_g_Department Head:
Jeffrey Halstead (4210)
Additional Information Contact: Jeffrey Halstead (4210)
ATTACHMENTS