HomeMy WebLinkAboutContract 46600 CITY SECRETARY
COW CT 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 Micro Focus (US), Inc., (the "Consultant" or
"Contractor"), a Delaware corporation 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—Network Access Agreement
4. Exhibit C—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 assisting the City with upgrade planning and Field Developed Solutions ("FDS)" 64-bit
compatibility verification. Attached hereto and incorporated for all purposes incident to this
Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be
provided hereunder.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have executed
this Agreement("Effective Date") and shall continue until completion of all services contemplated herein
but no later than December 31, 2015 ("Expiration Date"), unless terminated earlier in accordance with
the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $28,000.00 in accordance with the
provisions of this Agreement and the Statement of Work. This amount will include all travel and related
expenses for four (4) onsite trips. Any additional expenses or trips will require additional funding
IT Professional Services Agreement RevisedSepten berl,2013
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CITY SECRETARY
FT.WORTH,TX
through a change order. 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.
Monthly charges (if appropriate under the Statement of Work) will be invoiced in advance with effect
from the first day of the month following the commencement of the provision of the Services and the first
invoice will include any pro-rata charge for the period from that date to the date of the first invoice. All
other charges will be invoiced following Completion or, if earlier, at the end of the month in which the
charges are incurred or as otherwise specified in the Statement of Work. Applicable expenses will be
invoiced monthly, in arrears. Where more than one Agreement is in effect with the Client, charges and
expenses may be aggregated on one invoice.
Invoices are payable in full within 30 days of their date. Consultant shall be entitled to charge interest at
the rate of one percent per month or, if lower, the highest rate permitted by law on all overdue invoices
until payment is received, before as well as after any judgment.
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 Date, the City
shall pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of
this Agreement for any reason prior to the Expiration Date, 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.
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5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts under Chapter 176 of the Texas Local Government Code. 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. All references to potential conflicts of
interest in this Agreement refer to Chapter 176 — Disclosure of Certain Relationships with Local
Government.
5.2 Confidential Information. The parties shall not during or after the termination of this Agreement
disclose to any person (other than to their own or to their sub-contractor's personnel having a need to
know in connection with the Services and who are bound to comply with these restrictions) any
information concerning the internal business affairs or Confidential Information of the other party, or its
suppliers or customers. "Confidential Information" shall mean such information transmitted in the course
of performing the Services that is either marked as confidential or should reasonably have been
understood by the receiving party due to legends or other markings, the circumstances of disclosure or
the nature of the information itself, to be proprietary and confidential to the disclosing party. Confidential
Information shall not include information which: (i) is or becomes generally known to the public without
breach of this Clause; (ii) is in the receiving party's possession prior to its disclosure; (iii) is received by
the receiving party from a third party with no restrictions on disclosure; or (iv) is independently
developed by the receiving party without breach of this Agreement. A party will not be in breach of its
obligations under this clause in respect of a disclosure of Confidential Information that is required by a
law, regulation or court order. Such information shall at all times be kept in appropriate conditions of
security and, except as may be required in connection with the Services, may not be used for any other
purpose, or be reduced to writing or copies or reproduced in any media. All originals, copies and
reproductions of such information shall be returned, or be certified as destroyed, when no longer required
for the purposes of the Services, as directed by the owner of the information.
Neither party shall disclose any Confidential Information to a third party without the prior
written approval of the disclosing party.
5.3 Unauthorized Access. Receiving party shall store and maintain Confidential
Information in a secure manner and shall not allow unauthorized users to access, modify, delete or
otherwise corrupt Confidential Information in any way. Receiving party shall notify the disclosing party
immediately if the security or integrity of any Confidential information has been compromised or is
believed to have been compromised, in which event, Receiving party shall, in good faith, use all
commercially reasonable efforts to cooperate with the disclosing party in identifying what information
has been accessed by unauthorized means and shall fully cooperate with the disclosing party 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
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audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance 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.
8. LIABILITY AND INDEMNIFICATION.
8.1 EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT,
AND EXCEPT FOR SECTION 8.4 BELOW, THE TOTAL LIABILITY OF CONSULTANT IN
CONNECTION WITH THIS AGREEMENT FROM ALL CAUSES OF ACTION OF ANY KIND OR
IN CONNECTION WITH ANY APPLICABLE REMEDY HEREUNDER SHALL BE LIMITED TO
THE AMOUNTS PAID BY CITY TO CONSULTANT HEREUNDER (EXCLUDING REIMBURSED
EXPENSES).
8.2 IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS, EMPLOYEES OR
REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO, OR AS A
RESULT OF, THIS AGREEMENT INCLUDING LOSS OF DATA OR PROFITS.
8.3. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR, AND HEREBY AGREES TO
INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY FOR ANY LOSS OF OR DAMAGE
TO ANY REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY TO THE EXTENT CAUSED
BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CONSULTANT , AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
8.4. INTELLECTUAL PROPERTY INFRINGEMENT — (I) The Consultant warrants that the
Deliverable, as delivered to the City, does not infringe upon or violate any U.S. issued patent,
U.S. copyrights, U.S. trademark or incorporate any U.S. misappropriated trade secrets in the
performance of services under this Agreement. As the sole and exclusive remedy for not meeting
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such infringement warranty, Consultant's sole obligation shall be as set forth in Section 8.4 (ii)
below.
(ii) Consultant agrees to indemnify and defend at its own cost and expense, and will pay any
costs and damages finally awarded against Consultant or agreed by Consultant in any settlement
which are attributable to such claim (including the payment of attorney's fees), based on a claim
that the Work Result of Services, as delivered to City ("Deliverable") infringes any U.S. patent,
U.S. copyright, U.S. trademark, or incorporates any U.S. misappropriated trade secrets arising
from City's use of the Deliverable 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. 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
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 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; or (b) modify the Deliverable to make them/it non-
infringing, provided that such modification does not materially adversely affect City's authorized
use of the Deliverable; or (c) replace the Deliverable with equally suitable, compatible, and
functionally equivalent non-infringing Deliverable at no additional charge to City; or (d) if none
of the foregoing alternatives is reasonably available to Consultant, terminate this Agreement, and
refund an amount equal to the un-amortized portion of the services fees paid by City to
Consultant for such Deliverable based upon a five (5) year straight line depreciation with a
commencement date as of the respective delivery date of the Deliverable. The foregoing is subject
to the provisions of this Agreement and states Consultant's entire liability and the City's exclusive
remedy with respect to any infringement of intellectual property rights. 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's use of subcontractors for the performance of services is authorized provided that the
subcontractors are under the direct supervision and control of Consultant and Consultant shall cause its
subcontractors to comply with this Agreement and shall be responsible for its subcontractors' acts and
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omissions as if the subcontractor were a Consultant employee. Consultant shall assume the same
liability and responsibility for that subcontractor's conduct and performance as if Consultant performed
all of the subcontractor's Services. Subcontractor shall: (a)comply with all federal, state and local laws,
ordinances, rules and regulations issued that are applicable to Consultant and such subcontractor's
performance of the services; and (b) abide by all of the terms and conditions of this Agreement and the
Statement of Work.
Consultant shall not assign any of its duties, obligations or rights under this Agreement without the prior
written consent of the City except to an affiliate or a purchaser of all or substantially all of Consultants
assets. 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.
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 $5,000,000 per occurrence; $5 million aggregate,
including personal and advertising injury. Such limit may be met by either evidencing
primary general liability or a combination of primary general liability and umbrella or
excess liability coverage. Such umbrella or excess liability coverage shall contain a
follow-form provision.
2. Automobile Liability Insurance with a combined limit of not less than $1,000,000 per
occurrence for non-owned and hired autos.
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 amount required by statute.
5. Technology Liability (Errors & Omissions), including advertising and personal injury.
a. Combined limit of not less than $2,000,000 per claim; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Excess Coverage in the amount of$4,000,000. Excess policy shall contain a follow-form
provision. .
(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
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(v) Intellectual Property Infringement coverage, including coverage for intellectual
property infringement claims and for indemnification and legal defense of claims
of intellectual property infringement, including infringement of copyright or trade
mark , but not including patent or trade secret infringement, brought against the
City for use of Deliverables, Software or Services provided by Consultant under
this Agreement.
Any deductible will be the sole responsibility of the Consultant. 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 shall be submitted to the City to evidence coverage.
10.2 General Insurance Requirements:
1. All applicable Commercial General 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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
3. Consultant shall endeavor to provide 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. Upon request, certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall 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.
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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 Micro Focus (US), Inc.
Attn: Susan Alanis,Assistant City Manager Attn: Courtney L. Wood
1000 Throckmorton 700 King Farm Blvd., Suite 400
Fort Worth TX 76102-6311 Rockville, MD 20850
Facsimile: (817)392-8654 Facsimile: 301-838-5034
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
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.
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17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City and
Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
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connection with this SOW or prior to or independent of the SOW, together with methods and techniques
used by Micro Focus to produce the deliverables ("Micro Focus IPR"), shall at all times belong to Micro
Focus for itself or, as Micro Focus may in its discretion determine, for any supplier on whose behalf
Micro Focus has provided the services to the City. Upon full payment by the City for the services
provided by Micro Focus hereunder, the City shall be granted a non-exclusive, royalty free perpetual
licence to use such Micro Focus IPR incorporated into any Deliverable for its own internal purposes
provided that the Micro Focus IPR is not disclosed to any third person, unless required by law, is treated
as confidential information of Micro Focus to the extent permitted by law, and that any Micro Focus
standard software products supplied by Micro Focus as part of the Micro Focus IPR may be used by the
City only if the appropriate end user license agreement has been entered into by the City and license fee
paid.
IN WITNESS WHERE.O&this Agreement is exec ed by the duly authorized representatives of the
parties in multiples this ay of 2015.
ACCEPTED AND AGREED: Micro Focus (US),Inc.:
CITY OF FORT WORTH:
B
By: ! Name:C L.v` oct
us Alanis Title: SkrkorcC(�or�tz Counsel
Assistant City Manager
Date:
Date: 13a-o Q� er OoR�"L
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ATTEST: H 8 —�
By:
/ $ a.-&
Mary e D 000
City Secreta ��XA�
APPROVED AS TO FORM AND
LEGALI 11`17
:
B :
Males 'a B. Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: None required OFFICIAL RECORD
CITY SECRETARY
Date Approved: FT. WORTH, TX
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EXHIBIT A
STATEMENT OF WORK
Micro Focus Enterprise Server Environment Upgrade Assistance
This Statement of Work("SOW") is issued under and subject to all the terms and conditions of the
Professional Services Agreement to which this SOW is attached and incorporated therein, by and
between Micro Focus (US), Inc. (Consultant" or"Micro Focus") and the City of Forth Worth(the
"City").
This SOW specifies the details and pricing of the proposed upgrade assistance engagement(the
"Services").
I. Background
The City's Revenue applications have been in production on Micro Focus Net Express and Server
Enterprise Edition v6.0 for almost 5 years.
The software environment currently includes:
• Development-Micro Focus Studio Enterprise Edition v6.1 on Microsoft Windows 7
• Production-Micro Focus Server Enterprise Edition v6.1.1 on Microsoft Windows Server 2003
The City will now migrate remaining mainframe applications("Revenue applications")to a Windows
2012 environment.
The scope of the Revenue applications to be migrated includes:
• IBM zIOS
• Up to 700 users of the applications, plus many other users of reports
• Up to 6 Developers
• Approximately 70%batch and 30%online
• COBOL, CICS,JCL and VSAM
• Lines of code("LOC"):
o Approximately 750,000 COBOL LOC and 800 programs
o Approximately 11,000 JCL LOC and 450 PROCS
• Data:
o Approximately 250 VSAM files
o Approximately 6,000 sequential files
II. Scope of Services
Micro Focus will provide up to eighty (80) hours of ad hoc subject matter expert("SME")assistance to
support migration tasks, including:
- Field Developed Solution("FDS") updates and 64-bit compatibility verification:
o MFFTP
o MFSMTPSM
- Integrated Infrastructure and Operations component adjustment:
o Print server operation
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o ASG-Zena Job Scheduler integration
o Printer Exits for JES
- Migration issue diagnosis and resolution support
- Production Readiness review prior to production cut-over
Deliverables
1. 64-bit versions of the two FDSs listed above
2. Ad hoc SME support
III. Price
The City shall pay Consultant an amount not to exceed$28,000 in accordance with the provisions of this
Statement of Work.
This amount will include all travel and related expenses for three (3)onsite trips.Any additional
expenses or trips will require additional funding through an amendment or change order between the
parties.
If on site assistance is required,travel costs and expenses are additional, and will be billed at cost.
Services under this SOW must be scheduled for completion within 365 days of the effective date of the
SOW.
IV. Invoices and Payment
In consideration for the Services,the City agrees to pay Micro Focus on a monthly basis within thirty
(30) days of receipt of invoice for services in accordance with this SOW.
V. Start of Engagement
It is anticipated that Micro Focus will provide the services starting in April, 2015. The actual start date
will depend on consultant availability and the City's requirements, and will be finalized upon City's
execution of this SOW.
VI. Miscellaneous
City Contact: Shaun Campbell
IT Manager
275 13th street,Ft Worth, TX
Shaun.CampbellLcu fortworthtexas.gov
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ACCEPTED AND AGREED:
For Micro Focus(US), Inc. For City of Forth Worth
Signature- Signatur .
Name: Name:
Susan Alanis
Title: _ Title: Assistant City Managw
2 2
Date: ' , TQ�rl' Date: _...
a n�0
V S g2
A §t®d b • °OOp000�U TO AIM LSMUZ Y:
�a].sshia Farmer
Mary J. kj9kr, OYSOC"try Senior Abs staDt city Att=ney
X&C•_-
Date Approved:
OFFICIAL RECORD
CITY SECRETARY
IT Professional Services Agreement F7..V RTH TX
! ev:se eptemb2�1,2013
Micro Focus(US),Inc.
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EXHIBIT B
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 assist the City with upgrade
planning and Field Development Solutions ("FDS") 64-bit compatibility verification. In order to provide
the necessary support, Contractor needs access to servers TSO421 and AS0421.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of assisting the City with upgrade planning and Field Developed Solutions
("FDS)" 64-bit compatibility verification. 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
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Micro Focus(US),Inc.
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its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's
Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
(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 or Consultant's access to the Network at any time with or without notice, and
without penalty to the City for safety reasons, in response to a breach or potential breach of security or
Consultant's non-compliance with this Network Access Agreement. 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 Revised September],2013
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ACCEPTED AND AGREED:
CITY OF FORT ORTH: MICRO US(US),INC.:
By: ' By
Sus Al is arae: p
Assistant C•ty ana er Title: t�c�c n.�Q f �nSe�
Date: Date: y R �;
ATT ES �QF F�R� ATTEST:
By: a %O
City Secre *g oName: M
Title:
APPROVED AS FORM ILI
By.
Assistant City Mtorney
M&C: none required
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
IT Professional Services Agreement Revised September],1013
Micro Focus(US),Inc.
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EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Micro Focus(US), Inc.
700 King Farm Blvd., Suite 400, Rockville, MD 20850
Services to be provided: Micro Focus will assist with upgrade planning and Field Developed Solutions
("FDS")64-bit compatibility verification.
Courtney L. Wood and Martin D. Reed hereby certify that they 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: Courtney L. Wood
Position:N.A Sr. Corporate Counsel
Mocus(US), Inc.
Signature
2. Name: Martin D. Reed
Position: N.A. Controller
Micro Focus (US), Inc.
Signature
IT Professional Services Agreement Revised Septemberl,2013
Micro Focus(US),Inc.
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