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Contract 46601
G��rrIT��,,Y.{.{��..,,.S.�}ECrrRET �' N07 L - R� 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 MAINLINE INFORMATION SYSTEMS,INC., (the "Consultant" or "Contractor"), a Florida corporation and acting by and through Joseph P. Elebash, its duly authorized Chief Financial Officer, 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—Network Access Agreement 5. Exhibit D—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 supporting the mainframe environment. 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 be effective as of February 24, 2015 ("Effective Date")and shall continue in full force and effect through February 23, 2016 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement may be renewed at the option of the City for three (3) additional terms of one (1) year each (each a "Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. COMPENSATION. UFFICIAL. RECORD CITU SECRETARY IT Professional Services Agreement FT.WORTH,TX Revised September],2013 Mainline Information Systems,Inc. 1 The City shall pay Consultant an amount not to exceed $180,000.00 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. Pricing has been provided in accordance with Consultant's Texas DIR Contract, DIR-SDD-2240. 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, 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 destroy or 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 any such information to a third party(other than authorized employees or subcontractors with a need to IT Professional Services Agreement Revised Septemberl,2013 Mainline Information Systems,Inc. 2 know in order to perform services hereunder)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. Any audits pursuant to this section shall be at the City's expense. The above audit rights do not entitle the City or its representatives to have access to: (i) information of other customers of Contractor; (ii) information concerning Contractor's internal charges; (iii) information relating to Contractor's procurement practices; (iv) privileged information; (v) personal information about Contractor's personnel; or(vi) any internal audit of Contractor. 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, IT Professional Services Agreement Revised Septemberl,2013 Mainline Information Systems,Inc. 3 employees or subcontractors. S. LIABILITY AND INDE:ZNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL REAL OR TANGIBLE PERSONAL PROPERTY LOSS, REAL OR TANGIBLE PERSONAL PROPERTY DAMAGE AND/OR PERSONAL BODILY 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 THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER REAL OR TANGIBLE PERSONAL PROPERTY DAMAGE OR LOSS AND/OR PERSONAL BODILY INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY CONSULTANT OR ANY SUBCONTRACTOR, ANY LOSSES OR DAMAGES AS A RESULT OF PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (1) THE TOTAL SUM THUS FAR PAID, WITH RESPECT TO THE PARTICULAR SOW WHICH, UNDER THIS AGREEMENT, GAVE RISE TO THE LOSSES OR DAMAGES,(2)THE ACTUAL DAMAGES SUSTAINED,OR(3)ONE HUNDRED THOUSAND DOLLARS($100,000). UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS OFFICERS,DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS, SUPPLIERS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY SPECIAL,INCIDENTAL,INDIRECT,CONSEQUENTIAL,OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS,REVENUE, OR DATA WHETHER IN AN ACTION ARISING IN CONTRACT,TORT,STATUTE OR OTHERWISE,EVEN IF THAT PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. C. COP APJGH:'INFRINGEMENT- lIntentionally Omitted]. 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 accepts sole and complete responsibility for all its obligations under this Agreement including those subcontracted to a third party. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant 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. IT Professional Services Agreement Revised Seplemberl,1013 Mainline Information Systems,Inc. 4 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned,hired and non-owned (c) Worker's Compensation-Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease -policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability(E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit 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 Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the IT Professional Services Agreement Revised September[,1013 Mainline Information Systems,Inc. 5 Consultant. Coverage shall be claims-made. 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 Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon,as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Consultant agrees 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 in effect at the time of delivery. 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 third party 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. IT Professional Services Agreement Revised September],2013 Mainline Information Systems,Inc. 6 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 Mainline Information Systems, Inc. Attn: Susan Alanis,Assistant City Manager Attn: General Counsel 1000 Throckmorton 1700 Summit Lake Drive Fort Worth TX 76102-6311 Tallahassee,FL 32317 Facsimile: (817)392-8654 Phone; 850/219-5000 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 or 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. 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, 1T Professional Services Agreement Revised September/,2013 Mainline Information Systems,Inc. 7 legality and enforceability of the remaining provisions shall not in any way be affected or impaired. ORCE MAORI, . 19. F 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(including modifications or extensions)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. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by the City to Consultant for the nonconforming services. IT Professional Services Agreement Revised Septemberl,1013 Mainline Information Systems,Inc. 8 26. MILESTONE ACCEPTANCE. [Intentionally Omitted]. 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 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 NATIONALITY 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 (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-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 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 IT Professional Services Agreement Revised Septemberl,2013 Mainline Information Systems,Inc. 9 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, or elect not to refer the dispute to 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.Notwithstanding the foregoing, in the event payment is withheld due to an outstanding dispute for a period of sixty (60) days or longer, Consultant may suspend performance of services until the dispute is resolved and payments due have been remitted. 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 REOUIREMENTS For purposes of this section, the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, 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 permitted 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. IT Professional Services Agreement Revised Septemberl,2013 Mainline Information Systems,Inc. 10 [Remainder of page left intentionally blank] IT Professional Services Agreement Revised September],2013 Mainline Information Systems,Inc. 11 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 4 day of M C.{, �� , 201-,;to be effective as of the Effective Date. ACCEPTED AND AGREED: CITgsaA'Ianis RT WORTH: NAME OF CONSULT T: ma;l n � all By: Assistant City Manager oe e-�ctsh Date: DRT ,� Title. �� Date: fn C c4 11 j o 13— ATT 3— A.TT By ` ,_ r TTEST: Ma 'ser City ecretary °moo,°7rrf `_r E ' TEY, . By: Y G APPROVED AS TO FORM AND LEGALITY: B • Maleshia B. Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: _ (i' a 7r�T J Date Approved: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX IT Professional Services Agreement Revised September/,2013 Mainline Information Systems,Inc. 12 EXHIBIT A STATEMENT OF WORK This Statement of Work("SOW") is entered into effective this241hday of Feb., 2015 for the purpose of defining the scope of this engagement and the roles and responsibilities of both parties. This SOW is by and between the City of Fort Worth("City")and Mainline Information Systems,Inc. ("Contractor"), and is subject to the terms and conditions of the Professional Services Agreement("Agreement"),effective the241'day of Feb., 2015. 1. OPPORTUNITY a. Candidate: Jim Wangler b. Position title/Engagement(the"Services"): Mainframe System Support c. Monthly rate(the"Rate"): $15,000.00 d. Anticipated duration or number of months:Twelve(12)months e. Anticipated start date:2/24/15 f. Travel and living expenses("T&L"): Included in the Rate Support services are described as the Day-to-day Systems Programming support for the City's mainframe system,including but not limited to: • On-call 24 x 7 support of all mainframe systems software issues. • Support Initial Program Load(loading the mainframe Operating System or mainframe equivalent of booting a PC) • Provide systems software support and troubleshooting to Applications and Operations staff. • Monitor and resolve issues with consoles,tape drives and printers going offline. • Keep all mainframe systems software at levels supported by the vendors, including: z/OS,CICS; HSM,RACF, VTAM,TCP/IP,TSO/ISPF,OMEGAMON, CA-1, Intertest,BETA42,FileAid, View Direct. • Provide Security Admin functions on the mainframe. • Create monthly usage metrics for the mainframe. • Resolve high spool usage issues. • Provide support for mainframe printing. • Provide support for mainframe Disaster Recovery tests. • Monitor backups/Virtual Tape Server(used for backup and recovery)storage to ensure recoverability during Disaster Recovery. • Monitor the City's Virtual tapes and storage at Sungard for Disaster Recovery. Ensure replication is occurring to the Disaster Recovery site. • Monitor Storage usage. • Resolve System"Write To Operator"(WTO)macro buffer shortages. • Resolve Aggregate Group Backup and Recovery Support(ABARS) issues to ensure good storage backups for Disaster Recovery(ABARS is a backup system for MVS S/390 mainframes). • Migrate all GENESYS datasets to Migration Level 2(1\4L2-migrate and compress data from disk to tape) in preparation for deletion. • Monitor GENESYS datasets on ML2 to ensure no one is accessing them. • Assist with migrating processes off the mainframe, including:Access to the Counties mainframe; Printing from the County; Migrating reports off the mainframe. • Assist with the planning for de-commissioning the mainframe. • Decommission the mainframe. IT Professional Services Agreement Revised Seplemberl,2013 Mainline Information Systems,Inc. 13 Assist with planning the removal of the mainframe and related equipment including the z890,the DLM-1000(Tape),and the DS6600(Storage). 2. ADDITIONAL TERMS AND CONDITIONS a.The City shall pay Contractor the monthly Rate identified above in I(c). b.Contractor shall invoice the City monthly in arrears for the Rate. The City authorizes Contractor to subcontract the Services under this SOW.Unless otherwise stated,all pricing,quotes, and invoicing will be in US dollars. This SOW shall remain in full force and effect unless otherwise terminated in accordance with the Agreement. 3. PURCHASE AUTHORIZATION a.The City shall issue a purchase order which Contractor shall reference on Contractor's invoices. IN WITNESS WHEREOF,the parties hereto have signed this SOW as of the date indicated below. M,MNL INFO ATION SYSTEMS, INC.CITY OF r-R T WORTH sy: By: Name: Name: 3nsaa Alanis Assistant Citi 1knacOr Title: Title: FzT Wp Date: **qZ�� ate:__ ( I a 0 a o'crc AP 'y= AS ToAbly LEC-R.LITY: er, ity Secretary Farromer Senior sis t CZ Attorney M&C: Date Approved: OFFICIAL RECORD CITY SECRETARY FT. {NORTH,TX 1T Professional Services Agreement Revised Seplemberl,1013 Mainline Information Systems,Inc. 14 EXHIBIT B PAYMENT SCHEDULE In accordance with the invoicing terms established in Exhibit A, Statement of Work. Payment terms are net thirty(30)days from the City's receipt of Consultant's invoice. IT Professional Services Agreement Revised September],2013 Mainline Information Systems,Inc. 15 EXHIBIT C 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 provide mainframe system support. In order to provide the necessary support, Contractor needs access to Internet, Intranet and e- mail 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing mainframe system support. 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. ® 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 or the City otherwise wishes to extend the Agreement. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor IT Professional Services Agreement Revised Septemberl,2013 Mainline Information Systems,Inc. 16 access to the Network and City'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 Revised September/,20/3 Mainline Information Systems,Inc. 17 ACCEPTED AND AGREED: C>iY OF FORT WORTH: CONT TOR AME: By: By Sus is AssistantCI Man ger Title: Date: r Date: 311 7 1L5� ATTEST- Q� o°%:0 EST: ° ° 0.4 By: ty ecre V $ /* ame: Nan c-, itle: Sta 4 APPROVED AS TO FORM Assistant City Attorney M&C: none required OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX IT Professional Services Agreement Revised Seplemberl,2013 Mainline Information Systems,Inc. 18 Offidal site of theICTty-offort Worth,Tex; JTY COUNCIL /AGENDA FORTH COUNCIL ACTION: Approved on 4/7/2015 REFERENCE LOG 04MAINLINE INFORMATION SYSTEMS )ATE: 4/7/2015 NO.: **C-27245 NAME: PROFESSIONAL SERVICES AGREEMENT :ODE: C TYPE: CONSENT PUBLIC NO HEARING: UBJECT: Authorize Professional Services Agreement with Mainline Information Systems, Inc., for Services to Support the City's Mainframe Operating Environment for the Information Technology Solutions Department Using a State of Texas, Department of Information Resources Contract for an Annual Amount of$180,000.00 (ALL COUNCIL DISTRICTS) ZECOMMENDATION: It is recommended that the City Council authorize a Professional Services Agreement with Mainline Information Systems, Inc., for services to support the City's mainframe operating environment utilizing State of Texas, Department of Information Resources (DIR) Contract No. DIR-SDD-2240 for an annual amount of$180,000.00. )ISCUSSION: The Information Technology Solutions Department (ITS) will use this Agreement to secure professional services to support the City's mainframe operating environment, through Mainline Information Systems, Inc., DIR Contract No. DIR-SDD-2240. This Agreement will provide for routine maintenance of the operating system as well as upgrades to the operating system software and related Independent Software Vendor (ISV) products. On February 23, 2010, the City Council approved M&C C-24095 for a Professional Services Agreement with Mainline Information Systems, Inc., to support the City's mainframe operating environment. That Agreement, City Secretary Contract No. 39993, expired on February 23, 2015. The DIR is authorized to offer Cooperative Purchasing Programs to state agencies, public institutions of higher learning, public school districts and local governments. A local government that purchases goods and services under the Interlocal Cooperation Act satisfies otherwise applicable competitive bidding requirements. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the ITS Department and approved by M/WBE office, in accordance with the DBE Ordinance, because the purchase of goods or services is from source(s) where subcontractor or supplier opportunities are negligible. ADMINISTRATIVE AMENDMENT - An administrative change order or increase may be made by the City Manager to this Agreement for an amount up to $45,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - Upon City Council's approval, the Agreement with Mainline Information Systems, Inc., will be effective as set forth in the Agreement and expire on February 23, 2016. RENEWAL OPTIONS - This Agreement may be renewed, in accordance with the terms of DIR Contract No. DIR-SDD-2240, through December 5, 2017. This action does not require specific City Council approval provided that the City has appropriated sufficient funds to satisfy the City's obligation during the renewal term. 'ISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendation, there will be no material effect on the Fiscal Year 2015 budget, but there will be an effect on the budget for Fiscal Year 2016. While no current year impact is anticipated from this action, upon approval expenditures will be appropriated as needed in the Fiscal Year 2016 budget. TO Fund/Account/Centers FROM Fund/Account/Centers P168 539120 0045010 1180.000.00 submitted for City Manager's Office by: Susan Alanis (8180) )riginatina Department Head: Kevin Gunn (2015) Steve Streiffert (2221) additional Information Contact: Damon Jackson (8483) ►TTACHMENTS A�"® CERTIFICATE OF LIABILITY INSURANCE Page 1 of 1FDATE 23%2 4' THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Insurance Services of Georgia, Inc. PHONE 877-945-7378 FAX 888-467-2378 c/o 26 Century Blvd. P.O. Box 305191 E-MAIL certificates@willis.com Nashville, TN 37230-5191 INSURER(S)AFFORDINGOOVERAGE NAIC# INSURERA: National Fire Insurance Company of Hartfo 20478-001 INSURED Mainline Information Systema, Inc. INSURERB: continental Casualty 20443-001 Attn: Joe Elebash INSURERC:continental Insurance Company 35289-001 1700 Summit Lake Drive Tallahassee, FL 32317 INSURERD:continental Insurance Company 35289-002 INSURERE: Berkley National Insurance Company 38911-001 INSURER F: COVERAGES CERTIFICATE NUMBER:22526902 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ITRTYPE OF INSURANCE DDL SUB POLICYNUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY PMT6016410434 12/31/2014 12/31/201EACHOCCURRENCE $ 11000,000 II�AMp�ETQRao.urence) $ 1 000 000 CLAIMS-MADE X OCCUR PREM%JW MED EXP(Any one person) $ 10 000 PERSONAL&ADV INJURY $ 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 _ X POLICY El PRO ❑ JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY BUA6016410448 12/31/201412/31/201 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANYAUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED AUTOS AUTS BODILY INJURY(Peracddent) $ O X HIREDAUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Peraccident) $ S B X UMBRELLA LIAB I X OCCUR CUP6016410451 12/31/2014 12/31/201EACHOCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED i RETENTION$ $ C WORKERS COMPENSATION WC6016410420 (AOS) 12/31/2014 12/31/201 x PE o - AND EMPLOYERS'LIABILITY D ANY PROPRIETOR/PARTNER/EXECUTIVEYN/A WC6016410417 (CA) 12/31/201412/31/201 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ((MandatoryinNH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 ff yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 11000,000 E Technology Errors & 7005449 12/31/2014 12/31/201!;$5,000,000 Each Claim Limit Omissions, Third Party $5,000,000 Aggregate Limit Privacy and Network $100,000 Each Claim Deductible Security Liability DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additonal Remarks Schedule,maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Fort Worth AUTHORIZED REPRESENTATIVE Attn: Diane David 1000 Throckmorton Street Fort Worth, TX 76102 Coll:4588885 Tpl:1899773 Cert: 526902 ©1988-2014ACORD CORPORATION.All rights reserved ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD