HomeMy WebLinkAboutContract 46539 CITY SECRETARY 5
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation
situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis,
its duly authorized Assistant City Manager, and Allen Systems Group, Inc., (the "Consultant" or
"Contractor"), a Delaware Corporation and acting by and through Theresa Kollath, its duly authorized
Global Services Vice President, each individually referred to as a "party" and collectively referred to
as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Statement of Work plus any amendments to the Statement of Work
3. Exhibit B—Payment Schedule
4. Exhibit C—Milestone Acceptance Form
5. Exhibit D—Network Access Agreement
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall control.
The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers,
agents,employees,representatives, servants,contractors or subcontractors.
The term"City"shall include its officers, employees,agents,and representatives.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of migrating the ViewDirect-MVS system to ViewDirect for Networks. Attached hereto and
incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more
specifically describing the services to be provided hereunder.
m 2. TERM.
n
m This Agreement shall commence upon the date that both the City and Consultant have executed
m this Agreement ("Effective Date") and shall continue in full force and effect for a period of 84 hours to
be utilized within 6 months of signing this Agreement ("Initial Term"), unless terminated earlier in
n accordance with the provisions of this Agreement.
3. COMPENSATION. OFFICIAL RECORD
CR CITY SECRETARY
FT. ORTH TX
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The City shall pay Consultant an amount not to exceed $36,000.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit"B,"which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Convenience.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
4.3 Breach.
Subject to Section 29 herein, either party may terminate this Agreement for breach of
duty,obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.4 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the expiration of the Initial Term,
the City shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall continue to provide the City with services requested by the
City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Consultant shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event
Consultant has received access to City information or data as a requirement to perform services
hereunder, Consultant shall return all City provided data to the City in a machine readable
format or other format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's
services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of
this Agreement,Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. Consultant, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential and shall not disclose
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any such information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Consultant shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of the consultant involving transactions relating to this Contract at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor
as to all rights and privileges and work performed under this agreement,and not as agent,representative
or employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further
agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between
City and Consultant. It is further understood that the City shall in no way be considered a Co-employer
or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of
Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of
Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,
agents, servants,employees or subcontractors.
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8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Consultant warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs,
documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C
each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not
infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any
intellectual property rights or other third party proprietary rights, in the performance of services
under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or the City's continued use of
the Deliverable(s)hereunder.
(iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including
the payment of attorney's fees, any claim or action against the City for infringement of any patent,
copyright, trade mark, service mark, trade secret,or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if the City
modifies or misuses the Deliverable(s). So long as Consultant bears the cost and expense of
payment for claims or actions against the City pursuant to this section 8, Consultant shall have the
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; however, City shall have the right to fully
participate in any and all such settlement,negotiations,or lawsuit as necessary to protect the City's
interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or action
brought against the City for infringement arising under this Agreement, the City 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; however, Consultant shall fully
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participate and cooperate with the City in defense of such claim or action. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs
or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If
the Deliverable(s), 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 Deliverable(s); or (b) modify the Deliverable(s) to make
them/it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate
this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which
termination City may seek any and all remedies available to City under law. CONSULTANT'S
OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE
COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to
the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall
execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully
executed copy of any such subcontract.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to
do business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-
form provision and shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance with a combined limit of not less than $1,000,000 per
occurrence.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the
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amount required by statute.
5. Technology Liability(Errors&Omissions)
a. Combined limit of not less than $2,000,000 per occurrence; $41riillion aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-
form provision and shall include coverage for personal and advertising injury. The umbrella
policy shall cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
(a) Coverage shall include,but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud,Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indemnification and legal defense
of any claims of intellectual property infringement, including infringement of
patent, copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella
policy that picks up coverage after primary coverage is exhausted. Either is acceptable if
coverage meets all other requirements. Technology coverage shall be written to indicate that
legal costs and fees are considered outside of the policy limits and shall not erode limits of
liability. Any deductible will be the sole responsibility of the Consultant 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 Agreement.
Coverage shall be maintained for the duration of the contractual agreement and for two (2)
years following completion of services provided. An annual certificate of insurance, or a
full copy of the policy if requested, shall be submitted to the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
1. All applicable 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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
3. 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.
4. 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.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
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be delivered to and approved by the City's Risk Management Division prior to execution of this
Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances,rules or regulations,Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors
in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the
City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
City of Fort Worth Allen Systems Group, Inc.
Attn: Susan Alanis,Assistant City Manager Attn: Theresa Kollath
1000 Throckmorton 3900 South Wadsworth Blvd., #800
Fort Worth TX 76102-6311 Lakewood, CO 80235
Facsimile: (817) 392-8654 Facsimile: 303-482-4303
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
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15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God,acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS.
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No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City and
Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARPLAU TY OF SERVICES.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) days from the date that the services are completed. In such event, at Consultant's option,Consultant
shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or(b)refund the fees paid by the City to Consultant for the nonconforming services.
26. MILESTONE ACCEPTANCE.
Consultant shall verify the quality of each deliverable before submitting it to the City for review
and approval. The City will review all deliverables to determine their acceptability and signify
acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit"C." If
the City rejects the submission, it will notify the Consultant in writing as soon as the determination is
made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any
deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized
unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be
unreasonably withheld.
27. NETWORK ACCESS.
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 and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein
for all purposes.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System ("FIRS"),
Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or
National Fingerprint File ("NFF"), that is governed by and/or defined in Title 28, Code of Federal
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Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of
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 CFR Part 20, and shall separately
execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. IMMIGRATION NAT TONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination.
Consultant shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties
or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve
the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may
submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be
agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees;
however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the
dispute through mediation, then either party shall have the right to exercise any and all remedies available
under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a
dispute in accordance with this informal dispute resolution process, the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the dispute.
Either party may,before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where
such relief is necessary to protect its interests.
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.
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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, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input, output,processing, storage, or communication facilities that are
connected or related to the device.
Computer technician means an individual who, in the course and 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 law enforcement agency or the Cyber Tip Line 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 pennitted by law. Failure by Consultant to make the report
required herein may result in criminal and/or civil penalties.
31. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any
amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
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IN NESS WHEREO the parties hereto have executed this Agreement in multiples thi�'��ay
of ,2071
ACCEPTED AND AGREED:
CITY OF FORT WORTH: ALLEN SYSTEMS GROUP,INC.:
By:
S Is4Alanis �"
Assistant City Manager By: u rK i'�U� d[14k,)
Theresa Kollath
Date: 7�� �� Global Services Vice President
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APPROVED AS TO F
LEGALITY:
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Maleshia B. Farmer
Senior Assistant City Attorney
CONTRACCT,AUTHORIZATION:
M&C:
Date Approved:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
rr Professional Services Agreement Revised September 1,1013
Allen Systems Group,Inc.
12
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EXHIBIT A
STATEMENT OF WORK
'so A G
PROFESSIONAL SERVICES
ViewDirect Migration
Statement of Work
Prepared for:
City of Fort Worth
February 5, 2015
Version #1
96991
IT Professional Services Agreement Revised September 1,2013
Allen Systems Group,Inc.
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Overview
This Statement of Work ("SOW") number 96991 defines the scope of work, the tasks, provides an
estimated schedule and explains the responsibilities of Allen Systems Group, ("ASG") and City of Fort
Worth ("Customer"), as they relate to this engagement.
Changes to this Statement of Work will be processed in accordance with the procedure described in the
section "Project Change Control." Research into proposed changes and the implementation of these
changes, if any, may result in additional charges and changes to the estimated schedule.
Engagement Description
Customer uses ViewDirect-MVS and wants to move to ViewDirect for Networks. Customer has asked ASG
Professional Services to provide estimates of the tasks required to migrate the ViewDirect-MVS system to
ViewDirect for Networks.
Additionally, the customer will require implementation support for ViewDirect for Networks.
Statistics of the current ViewDirect environment(s)as of 11/10/2014 are:
DASD/DASD MGR VDR-UTIL TOTALS DELETE STATUS
VERSIONS 12, 299 64, 831 77, 130 0
PAGES 1, 601, 374 34, 061, 900 35, 663,274 00
SIZE (GB) 10.00 228.83 239.11 0
There are two aspects of a ViewDirect-MVS migration:
• Back-file Migration
This is the process to copy information from ViewDirect-MVS to ViewDirect for Networks. The
migration of the current ViewDirect-MVS environment consists of two components. The first is
the conversion of database information such as report, recipient id, and access record
definitions. The second component is the migration of the report archive files and optional
associated Enterprise Index information to ViewDirect for Networks.
• Day-Forward Processing
This is the process to ingest report directly into ViewDirect for Networks. Reports can come from
applications on any server, including the mainframe. The day-forward process also includes the
configuration ViewDirect for Networks for the different environments.
The Migration Approach document created during the Analysis and Design phases will detail the
migration and the day-forward processes providing the customer with a complete understanding how
the solution will be implemented.
ASG will provide 2 solutions, called FDIs (Field Developed Interface) to assist Customer in the migration
process and will train the customer on the use of these FDIs and provide off-site support during the
back-file migration:
• Migration FDI
This solution is used to migrate existing ViewDirect-MVs definitions, report archive files, and
topic item records to ViewDirect for Networks
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Allen Systems Group,Inc.
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• JESMON FDI
This solution is used to monitor mainframe JES output classes and transfer reports to the
ViewDirect for Networks server for day-forward report ingestion (archive creation).
The System Configuration document provides detailed information about the ViewDirect configuration
and is used by the customer to understand how the system was deployed.
Deliverables
ASG will provide the following deliverables:
• Review the customer's current ViewDirect for MVS environment and provide guidance
regarding the proposed new ViewDirect for Networks environment.
• Installation/configuration of ASG-ViewDirect for Networks.
• Use of ASG's ViewDirect Migration FDI for the duration of the migration process.
• Installation and configuration of the ASG-ViewDirect Migration FDI used to copy recipient,
definitions records, reports definitions, report versions, and topics index records to
ViewDirect for Networks.
• Test end-to-end migration process with up to 10 versions of 5 reports (a total of 50
report versions)
• Installation and configuration of the JESMON FDI to send reports from the mainframe JES
sub-system to the ViewDirect for Networks server for ingestion.
• Provide knowledge transfer on the use of both FDIs.
• Provide support during customer's testing plan. The support effort is defined in the Fees
section.
• Provide support during production deployment. The support effort is defined in the Fees
section.
Contract Assumptions £t Requirements
The following assumptions and requirements apply for this engagement:
1. Customer will provide internal staff members, as requested and required by ASG, to answer
functional, technical, and strategy-related questions.
2. If the work anticipated in this Statement of Work has not been scheduled within 90 days of the
date of execution, then this Statement of Work will automatically terminate with no further
obligation on either party.
3. Customer's unique computer environment may require ASG to design or deliver certain
software routines/utilities to more finely tune ASG's licensed products (called "Customized
Software"). This Customized Software, when delivered, is in "AS IS" condition, and therefore
maintenance support is not available and all warranties are disclaimed. All proprietary rights
to this Customized Software remain with ASG, although Customer will have a right to continue
using the Customized Software as long as Customer continues to license ASG products.
4. If required, all required onsite work will be performed at Customer's facilities, using its
computer resources.
5. Customer will provide remote access through a VPN connection for ASG to access the customer
system remotely when necessary
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Allen Systems Group,Inc.
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6. Customer will provide workspace, furniture, supplies, and equipment (including a telephone)
required by ASG to reasonably support the onsite ASG staff for the duration of the project.
7. Customer agrees to sign the weekly time summary submitted by ASG approving the work
performed for the week. The weekly time summary will be attached to the invoice as back-up.
Customer's unavailability or refusal to sign the weekly time summary will not constitute
grounds for non-payment of ASG's invoice.
8. ASG reserves the right to substitute personnel of equal or greater skill level during the
engagement.
9. It is assumed that any data provided is an accurate sample of all the customer data. The data
provided for testing will be a complete representation of the data that will be encountered in
production and will be used as a basis for the acceptance criteria of the Deliverables of this
project. If data is found during the project that is different than the sampled data provided,
the baselines Deliverables and cost may need to be revised. If this occurs, it will be handled
through the standard Project Change Control process.
10. Unless otherwise specified in this Statement of Work, it is Customer's responsibility to have
complete backups of any data prior to commencement for our Services. ASG assumes no
responsibility for lost data.
11.ASG will provide a list of reports and section index rules and a separate report that shows the
association between command procedures and reports.
12.ASG will provide knowledge transfer on the migration process and the customer will be
responsible for completing the migration process.
13.ASG will migrate up to 10 versions of 5 reports as part of the testing and knowledge transfer of
the migration process. ASG will create the ViewDirect for Networks archival policies required
to process the 10 versions of 5 reports. The Customer will define the 5 reports to migrate in
the Migration Approach document.
14.It is at ASG's discretion whether requested additional ViewDirect for Networks archive policy
creation is performed on-site or off-site.
15.The customer will provide a cross reference file of mainframe user IDs to network user IDs if
those user IDs are different. The cross reference file will be used in the migration of rules from
ViewDirect for MVS to ViewDirect for Networks.
16.Creation and testing of each additional policy will be charged at the hourly rate defined in the
Fee Section.
17.The Customer will have a ViewDirect for Networks system deployed and ready to receive
reports from ViewDirect-MVS.
18.Customer will review the ASG Support Matrix for each product and complete tasks on the
Installation Prerequisite Checklist before ASG can begin the software installation. These tasks
are regarding the installation and configuration of non-ASG software required to support the
ASG software.
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Allen Systems Group,Inc.
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Project Management
If requested to do so, ASG will provide a Project Manager to perform all tasks associated with the
management of this project. These tasks include the following:
• Project status update (frequency will be agreed to between ASG and Customer)
• Project plan update
• Project cost tracking and accounting
• Resource management
• Problem resolution and customer support
• Milestone approval management
Project Change Control
If changes to this Statement of Work are requested, an Addendum must be developed and accepted by
both parties. The Addendum will describe the scope change, the reason for the change, and the effect
the change will have on the project. Any out of scope activity requires an Addendum to avoid out of
scope charges.
ASG and Customer will review the proposed change(s) and recommend joint approval, further
investigation, or rejection. ASG will specify the charge (if any) for such an investigation. A written
Addendum must be signed by ASG and Customer to authorize implementation of the investigated
changes.
Schedule
The engagement will be scheduled on a date mutually agreeable to both parties. The start date and
project schedule will be agreed to in writing by both ASG and Customer staff. To provide ASG the
opportunity to properly staff this engagement, a minimum of 2 weeks' lead-time from receipt of the
signed Statement of Work is required. The estimated consultant-hours of services for this engagement
are listed in the table in the Fees section of this document.
Customer Information
Customer's contact for this engagement is listed below, who will be responsible for making the
arrangements necessary to accommodate ASG staff members and providing them with the Customer
resources required to complete the work effort.
Contact Name: Gregg Heinzman, DTM, LSSGB, CBAPO
Phone: 817 392-2389; cell 817 253-7394
Email Address: greQg.heinzman@fortworthtexas. ov
Location for on-site work: City of Fort Worth, Zipper Building,
275 W. 13th Street, Fort Worth, Texas 76102
IT Professional Services Agreement Revised September 1,2013
Allen Systems Group,Inc.
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Allen Systems Group Inc. Information
Customer's contact for this engagement is listed below:
Theresa Kollath
Global Services Vice President
Phone: 303-482-4103
Email: theresa.kollath@asQ.com
IT Professional Services Agreement Revised September 1,2013
Allen Systems Group,Inc.
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EXHIBIT B
PAYMENT SCHEDULE
Fees
Fees are not to exceed $36,000. The costs consist of the analysis and work to upgrade software and
assist Customer with configuration of the environment, as well as the FDIs required for this project.
These estimates are derived from information supplied by Customer and are contingent upon adherence
to the Engagement Assumptions and Requirements described in this Statement of Work. The hourly
rate for the work in this Statement of Work is set at$250 an hour.
The fees are separated into distinct phases/milestones.
M � Service Total
Milestones and Payments Hours
Analysis it Design Phase-Milestone 1 8 $2,000.00
• Project Planning
• Review current system with customer
Technical Development Phase-Milestone 2 56 $14,000.00
• Upgrade of ASG-ViewDirect for Networks to the most current version
• Installation and configuration of ASG-PS ViewDirect Migration FDI in a test
environment
• Installation and configuration of the JESMON FDI in a test environment
• Test migration of database definitions with the FDI
• Test end-to-end report migration process with up to 10 versions of 5 reports
and one associated topic version with FDI
• Test transfer of reports using the JESMON FDI
• Knowledge transfer on the Migration FDI to customer
Implementation Phase-Milestone 3 16 $4,000.00
• Review and support customer acceptance testing
• Review and comment on customer's production migration plan
Deployment Phase-Milestone 4 4 $1,000.00
• Support for production deployment
Estimated Total Cost 84.00 $21,000.00
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The following table displays the additional fixed costs of the project.
Fixed Costs Total
l
r
ASG-PS ViewDirect Migration FDI (associated with Milestone 2) $10,000.00
ASG-PS JESMON FDI (associated with Milestone 2) $5,000.00
Total Cost: $15,000.00
Payment
Customer will be invoiced based upon completion and acceptance of each milestone. A Milestone
Acceptance Form (Exhibit C) must be completed for each milestone prior to invoicing The City of Fort
Worth. The City of Fort Worth will pay each invoice within 60 days of receipt.
ASG will submit invoices for this engagement to:
City of Fort Worth
Attn: Kathy Agee-Dow
1000 Throckmorton Street
Fort Worth, TX 76102
Phone: 817-392-8461
Email: Kathryn.aQee-dow@fortworthtexas.pov
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Allen Systems Group,Inc.
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EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref. #:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
IT Professional Services Agreement Revised September 1,2013
Allen Systems Group,Inc.
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�1,
EXHIBIT D
NETWORK ACCESS AGREEMENT
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 migrate the ViewDirect-
MVS system to ViewDirect for Networks. In order to provide the necessary support, Contractor needs
access to the ViewDirect-MVS system as well as a test environment for ViewDirect for Networks.
Remote access to both systems will be provided. Internet access may also be required.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose to migrate the ViewDirect-MVS system to ViewDirect for Networks. Such
access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of
the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which
such applicable provisions are hereby incorporated by reference and made a part of this Agreement for
all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services, whichever occurs first. This Agreement will be associated with the Services
designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
X Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement,
the Contractor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in
denial of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
IT Professional Services Agreement Revised September/,10/3
Allen Systems Group,Inc.
22
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section,Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's
Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel,and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to
the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the
Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information 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.
IT Professional Services Agreement Remised September 1,2013
Allen Systems Group,Inc.
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ACCEPTED AND AGREED:
CITY OF FORT WORTH: ALLEN SYSTEMS GROUP,INC.:
By: �,Q�r t By:
Susan Alaj�s Theresa Kollath
Assistant City Manager Global Services Vice President
Date: Date:_ 5 C-Z6 '
ATTES R � ATTEST:
By.
City ecreta �. ? \,: o Name: Z C . ��✓'�
Title: !c6�k'
o
APPROVED AS TO FORM AND
�t
Assistant City Attorney
M&C: none required
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
IT Professional Services Agreement Revised September 1.2013
Allen Systems Group,Inc.
24
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Allen Systems Group, Inc.
Legal Address: 708 Goodlette Road North,Naples,FL 34IO2,USA
Services to be provided: Migrate the ViewDirect-MVS system to ViewDirect for Networks
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name: Theresa Kollath
Position: Global Services Vice President'r-J4
Signature {{//
2. Name: Derek Eckelman
Position: Executive VP and General Counsel
Signature
3. Na e: o &nt
Poi n: Pres
V.
7re
Name:
Signature of President/CEO
Other Title:
Date:
IT Professional Services Agreement Remised September 1,1013
Allen Systems Group,Inc.
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