HomeMy WebLinkAboutContract 49493 City Secretary Contract No.
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9S £ Z ` Wd PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City" or "Client"), a home-rule municipal
corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and
through its duly authorized Assistant City Manager, and AskReply,Inc. dba B2Gnow. ("Consultant'),
an Arizona Corporation , and acting by and through Justin Talbot-Stern its duly authorized Chief
Executive Officer . City and Consultant are each individually referred to herein as a "party" and
collectively referred to as the "parties."The term"Consultant' shall include the Consultant, its officers,
agents, employees, representatives, contractors or subcontractors. The term "City" shall include its
officers, employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work
3. Exhibit B—Payment Schedule
4. Exhibit C—Milestone Acceptance Form
5. Exhibit D—Network Access Agreement
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term"Consultant' or"Contractor"shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term"City"shall include its officers, employees, agents, and representatives.
1. Scone of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services for specific description of services. Specifically, Consultant will perform all duties
outlined and described in the Statement Of Work, which is attached hereto as Exhibit"A" and incorporated
herein for all purposes, and further referred to herein as the"Services."Consultant shall perform the Services
in accordance with standards in the industry for the same or similar services. In addition, Consultant shall
perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If
there is any conflict between this Agreement and Exhibit A,the terms and conditions.of this Agreement shall
control.
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2. Term.
This Agreement shall commence upon August 7, 2017 ("Effective Date") and shall expire no
later than August 6, 2018 ("Expiration Date"), unless terminated earlier in accordance with the
provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for
two additional one-year renewals at the City's option, 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.
The City shall pay Consultant an amount not to exceed $56,900.00 for the first year in
accordance with the provisions of this Agreement and Exhibit`B,"Payment Schedule, which is attached
hereto and incorporated herein for all purposes. 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. City agrees to pay all
invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest
on late payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either 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 Breach. If either party commits a material breach of this Agreement, the non-breaching Party
must give written notice to the breaching party that describes the breach in reasonable detail. The
breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-
breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the
breach within the stated period of time, the non-breaching party may, in its sole discretion, and without
prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement
by giving written notice to the breaching party.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder, the 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.
4.4 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 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. 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. The City acknowledges that Consultant may use products, materials,
or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services
under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials, or methodologies unless the parties have executed a separate written agreement
with respect thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall
treat all information provided to it by the City("City Information")as confidential and shall not disclose
any such information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in
any way. Consultant shall notify the City immediately if the security or integrity of any City information
has been compromised or is believed to have been compromised, in which event, Consultant shall, in
good faith, use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this Agreement, 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
Agreement 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 not less than 10 days written notice of any intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days
written notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor
as to all rights and privileges granted herein, and not as agent, representative or employee of the City.
Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall
have the exclusive right to control the details of its operations and activities and be solely responsible
for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors.
Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City,
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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.
A. LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS,AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Consultant warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs,
documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C
each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not
infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any
intellectual property rights or other third party proprietary rights, in the performance of services
under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or the City's continued use of
the Deliverable(s) hereunder.
(iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense,including the
payment of attorney's fees, any claim or action against the City for infringement of any patent,
copyright, trade mark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if the City
modifies or misuses the Deliverable(s). So long as Consultant bears the cost and expense of payment
for claims or actions against the City pursuant to this section 8, Consultant shall have the right to
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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(s),
or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result
of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its
own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the
Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c)
replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-
infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives
is reasonably available to Consultant, terminate this Agreement, and refund all amounts paid to
Consultant by the City, subsequent to which termination City may seek any and all remedies
available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and
Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do
business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coveral;e in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and
shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned,non-owned, or hired vehicles, with a combined limit of not less than
$1,000,000 per occurrence.
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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)
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and advertising injury. The umbrella policy
shall cover amounts for any claims not covered by the primary Technology Liability policy.
Defense costs shall be outside the limits of liability.
(a) Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii)Implantation of malicious code or computer virus
(iv)Fraud, Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of Deliverables,
Software or Services provided by Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability(CGL)policy, a separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all
other requirements. Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will
be the sole responsibility of the Consultant and may not exceed $50,000 without the written
approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is
on or before the effective date of this Agreement. Coverage shall be maintained for the duration
of the contractual agreement and for two (2)years following completion of services provided. An
annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the
City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its interests may
appear. The term City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,
Fort Worth, Texas 76102,with copies to the City Attorney at the same address.
4. The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
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Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
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 to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. Non-Discrimination Covenant.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors
in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the
City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
TO THE CITY:
City of Fort Worth With Copy to the City Attorney
Attn: Susan Alanis,Assistant City Manager at same address
200 Texas Street
Fort Worth TX 76102
Facsimile: (817) 392-6134
TO CONSULTANT:
AskReply, Inc. dba 132Gnow
Attn: Justin Talbot-Stern, Chief Executive Officer
3225 N. Central Ave., Suite 120
Phoenix,AZ 85012
Facsimile: (866) 892-2913
14. Solicitation of Employees.
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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. This provision shall not apply to
an employee who responds to a general solicitation or advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for
such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for
the Northern District of Texas,Fort Worth Division.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Majeure.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed 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.
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22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument, and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any 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. An executed Agreement, modification, amendment, or separate signature page shall constitute
a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of
the document by any party. Duplicates are valid and binding even if an original paper document bearing
each party's original signature is not delivered.
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.
26. Milestone Acceptance.
Consultant shall verify the quality of each deliverable before submitting it to the City for review
and approval. The City will review all deliverables to determine their acceptability and signify acceptance
by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City
rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing
the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably
withheld.
27. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the
City's computer network in order to provide the services herein, Consultant shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit"D" and incorporated herein for
all purposes.
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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") of
National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"),
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 or the Fort Worth Police Department, under this Agreement, Consultant shall comply with the
Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately
execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public Safety and the
United States Attorney General.
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 provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties
or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution
process. The disputing party shall notify the other party in writing as soon as practicable after discovering the
claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons
for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the
resolution process and make a good faith effort, either through email, mail, phone conference, in person
meetings,or other reasonable means to resolve any claim, dispute,breach or other matter in question that may
arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)
days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding
mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable
rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be
liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs
of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the
right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact
that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution
process,the parties agree to continue without delay all of their respective duties and obligations under this
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Agreement not affected by the dispute. Either party may, before or during the exercise of the informal
dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
30. Reporting Requirements.
For purposes of this section, the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
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.
32. Survival of Provisions.
The parties'duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure
of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8 (Liability and
Indemnification) shall survive termination of this Agreement.
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Professional Services Agreement-Technology
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City Secretary Contract No.
Executed in multiples this the l�' day of , 2017.
AGREED: AGREED:
CITY ORT WORTH: AskRep ,In . d B2Gnow:
By: By:
Sus Al s Justin alb tern
Assistant City Manager Title: �x�e/cutive Officer
Date: �[S I I ( I n Date: Yl IIZD17
Contract Compliance Manager: ATTEST:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements. By:
Name�0 �e� �i�rr �r�•�i
Title
Steve Streiffert
Utz [11
IT Solutions Assistant Director OF
Al
ATTEST: , E
`y
By:
Ma4 J. aysr •,
City Secretaryq$
APMVED AS TO FORM AND LEGALITY:
B
�nv�e—
Pa*igeebaneN
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved: N/A
Form 1295 Certification No.: N/A
OFFICIAL.RECORD
CITY SECRETARY
FT, WORTH TX
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City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
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Compliance Nfanagement S�Stem
4.
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City Secretary Contract No.
Env ii: feh E�62gnow.cam
Professional Services Agreement • ••
Page 14 of 361/2017
City Secretary Contract No.
City of Fort Worth B2GNGoW
Cmnpliance blanagemeut System
TABLE OF CONTENTS
TABLEor.CoNTL•NTS...................................................................................................................................2
EXECUTIVESUMMARY..................................................................................................................................3
PRo1ECTAPPROACH......................................................................................................................................4
FEATURES ANDFUNCTIONAL[IN.........•......................................••••.._........................•- ...............................7
112Gnow <<��
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City Secretary Contract No.
City of Fort North V 1/B2G'V 4.o n'
Compliance Management System
EXECUTIVE SUMMARY
PLAN HIGHLIGHTS
Proiect obiectivcs include:
• Providing a robust and flexible Compliance Management System using B2Gnow software in
the key functional areas of vendor management,contract compliance,utili7ation plans,goal
setting,outreach management and economic development management.
• City of Fort Worth will be provided with a customized portal for staff and vendor access.
• The 132Gnow team will devote special attention to the human aspects essential to project
succrxs,including user training,technical knowlcdgc transfer and other change management
activities.
• The B2Gnow system will be in place for the term of the contract,with extensions available at
City of Fort Worth's selection.
• WCrnow will work with City of Fort Worth's project leaders and stakeholders to adjust the
project plan as necessary to fully satisfy all needs.
PROJECT DELIVERABLES
We will provide the following proiwt deliverables:
• Hosted vendor management,contract compliance,utilization plans,goal setting,outreach and
economic development management,with access for all authorized staff and vendors for the
term of the contract
• Project management necessary to successfully complete the project
• Project schedule to identify project oh�icctives and milestones
• Proposer will meet and demonstrate all business requirements for this project,as defined by
City of Fort Worth
• Configuration and setup of the system and infrastructure
• Migration of existing active contract data
• Interfaces with existing systems
• Contracted technical and customer support
• Training services for staff and vendors
• User manuals for administrator and contractor/vendor users
• Support and training documentation
• Advanced security access control and data protection plan
• Standard reports,as defined and selected by City of Fort Worth during the implementation
phase
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City Secretary Contract No.
Cary Fora 1Vorth B2GN40W
Compliais nce Management System
PROJECT APPROACH
IMPLEMENTATION METHODOLOGY
B2Gnow is a proven,turn-key SaaS system that allows for quick implementation and start-up. Being
a hosted solution,there is no hardware to he purchased or software to be installed by City of Fort
Worth. The system is highly configurable to meet City of Fort Worth's specific program needs
without the need for customization. As a result, City of Fort Worth's implenu:ntalion can be
completed in weeks,not months.
over the course of more than 190 successful implementations,132Gnow has developed and refined a
standard implementation methodology. City of Fort North will be assigned an experienced project
manager who will guide the City through the implementation process. Highlights of our
implementation process include:
• kick-off Meeting:Rm icw scope•,establish project plan,tin►clinc and resource list
• Regular Project Calls:To review status and manage the schedule
• Portal Creation:The City will participate in a portal configuration exercise that results in a
custom system portal that matches the desired look and feel
• Module Configuration:Each module has a detailed document that outlines all configuration
options and decisions needed. Established configuration guides facilitate faster,more accurate
implementations
• Notification Tem plates:City of Fort Worth will review anti edit a detailed notification template
for B26now to customize system-generated email and letter formals
• Data Migr•alion:Utilize standard data migration formats dial highlight required and optional
fields;standard formats allow easy and accurate data migration
• Integration:Follow B26now's established integration guide and data layouts to expedite the
process;our technical team will manage the integration process
• Training:132Gnow has standard training courses for each module;training will be customized
for County-specific processes and requirements
• Go-Live:Detailed checklists utilized to prepare both client and its contractors for a successfirl
"go-live"
• Proiect Oversight:B2Cn►ow's executive management team provides regular project oversight to
guarantee client satisfaction,and is continually accessible throughout die enifiv contract term
Mi le 132Gnow has developed a standard implementation process with detailed templates and guides,
we realize that every customer is unique, The tools we have developed provide a proven
methodology,while allowing the project manager to tailor the implementation tools to meet City of
Port Worth's specific needs. This approach allows for a best-of-both-worlds implementation
approach.
PROJECT SCHEDULE
The project objectives arc detailed below in the preliminary schedule— which reflects B2Gnow's
rapid implementation process while ensuring maximum quality and minimizing project risk. We
estimate approximately twelve weeks from kick-off to go-live.
At this stage,it is only possible to provide a proposed weekly schedule based on our understanding of
City of Port Worth's requirements. A4ore or less time may be needed for the implementation,
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City Secretary Contract No.
c;ry of r Worth B2GN�w
—compliance
ce Management System
• System statistics: Summary and detailed statistics of the system's operation.including audits,
responses,registrations,accounts,contracts and certifications
PROJECT MANAGEMENT TOOLS
Over the course of more than 190 implementations,B2Gnow has developed and refined a proprietary
set of implcmcnlalion tools. templates and documents. These tools will be used throughout the
implementation process to guarantee project success.
B2Gnow's implementation library includes:
• Project implementation plan template
• Project status update template
• Portal configuration guide
• System notification templates
• Module configuration guide(for each module)
• Data migration guide&data migration file layout template
• Data interface guide&data interface file layout template
• Training plan
• Sample system announcements
• internal and public go-live checklists
• Post go-live checklist
TRAINING PROGRAM
B2Cnnoei, will provide training for City staff and other users of the system, as selected. During
training, users are tutored through entire tasks and workflows using their accounts in the actual
system. This approach enables a user to understand the system as a whole,rather than gaining only a
surface-level,mechanical understanding of the software.
Users are introduced to the system through an initial,hands-on webinar or in-person training session.
They complete the training on their own time online, using online tutorials and walk-throughs. An
end-user typically can begin submitting transactions and managing processes in less than one day.
Advanced users are able to manage tasks of organization and user management within a few clays.
DOCUMENTATION
User documentation for users will be provided in multiple formats, including onscreen content, an
online help system,and printable user manuals and quick guides. The content in the documentation is
updated regularly and is available to City of Fort North for its own publication. Additionally,online
video help k available for staff.
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City Secretary Contract No.
City of Fort Worth B2Gn/
Compliance Management System I NV4.oV V
depending upon the state of existing systems and quality of its data. Upon project initiation, a
daily/weekly schedule will be developed hi conjunction with City project management staff.
Aller we gain a further understanding of the detailed requirements and expectations of City of Fort
Worth,it may be possible to sign cantly shorten the project schedule. Ilowever,much of the time in
the project is pi>,vided to enable City of Port Words to gather and verify requested data and process
documents,approve dclivcrables,and streamline internal processes.
Our team places great importance on achieving the set schedule goals of this initiative, and on
ensuring that expectations are reasonable and attainable. With close cooperation between City of Fort
Worth and B2Gnow,it is possible to have the system launched within weeks,and at full utilization
within months. Our team is confident of achieving the target schedule dates with the support of City
of Foil Worth.
The proposed schedule assumes that all information is ready at the beginning of the project. Any
cleaning or updating of the information may require more time.
Talc
Week
0 1 1 2 1 3 1 4 5 6 7 8 1 9 10 11 12
Notice to Proceed
Project Kick-ON -
Vendor Management Module Configuration
System Portal configuration
Contract Compliance Module Configuration
Goal Setting Module Configuration
Utilization Plans Module Configuration
Outreach d Event Management Module Configuration
Report Configuration
Third-Party System Integration
Migrate Existing Data
Training
Go-rive
PROJECT STATUS REPORTS
132Gnow will provide weekly project status reports. Tasks assigned to City of Port Worth will also be
included to ensure that staff are knowledgeable about the schedule and data requirements of the
project.
Status reports include:
• Project Status:Overall project status indicator(green,yellow,red)
• Target dates(both past and future): All key project dates and status of each
• Main actiAties: Nh jor accomplishments and events of the past week and planned activities in
coming week
• issues: Any problems that required immediate resolution to keep the project on schedule
• ActiAties by milestone: A review of each major milestone and the accomplished sub-steps for
each
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City Secretary Contract No.
City Fort North B2GN4oW
Compliance Management System
• System statistics: Summary and detailed statistics of the system's operation,including audits,
responses,registrations,accounts;contracts and certifications
PROJECT MANAGEMENT TOOLS
Over the course of more than 190 implementations,B2Gnow has developed and refined a proprietary
set of implcmcnlation tools, templates; and documents. Thcso tools will be used throughout the
implementation process to guarantee project success.
132Gnow's implementation library includes:
• Project implementation plan template
• Project status update template
• Portal configuration guide
• System notification tcmplatvs
• A4odulc configuration guide(tor each module)
• Data migration guide&data migration file layout template
• Data interface guide&data interface file layout template
• Training plan
• Sample system announcements
• Internal and public go-live checklists
• Post go-live checklist
TRAINING PROGRAM
B2Gnow will provide training for City staff and other users of the system, as selected. During
training, users are tutored through entire tasks and workflows using their accounts in the actual
system. This approach enables a user to understand the system as a whole,rather than gaining only a
surface-level,mechanical understanding of die software.
Users are introduced to the system through an initial,hands-on webinar or in-person training session.
They complete the training on their own time online, using online tutorials and walk-throughs. An
end-user typically can begin submitting transactions and managing processes in less than one day.
Advanced users are able to manage tasks of organization and user management within a few days.
DOCUMENTATION
User documentation for users will be provided in multiple formats, including onscreen content, an
online help system,and printable user manuals and quick guides_ The content in the documentation is
updated regularly and is available to City of Fort Worth for its own publication. Additionali .online
video help is available for staff
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City Secretary Contract No.
City Fort Worth B2Gn/
Cowpince Management System NV4.oV V
FEATURES AND FUNCTIONALITY
Our service is the i320nhow Diversity Management System in a hosted SaaS environment
Implemented by B2Cnhow,the solution will provide an enterprise-wide diversity management system
for City of Fort Worth. The system meets all requirements outlined in the requirements document.
Although B2Gnow is an out-or-the-box solution designed specifically for government compliance
needs, it is highly configurable to meet the unique needs of City of Foil Worth without time-
consuming and expensive customization.
B2Gnow's proposal for City of Fort Worth includes the following modules:
• Vendor Manal emcnt Module/Basclinc System
• Contract Compliance Module
• Utilization Plans Module
• Outreach&Fvcnt Management Module
• Goal Setting Module
VENDOR MANAGEMENTMODULE/BASELINESMEM OVERVIEW
• Staff management: Staff will have password-protected access to their own accounts. They will
be able to manage their own accounts, including contact information and settings, and will be
able to add new staff accounts is necessary. Primary hypes of users include Diversity Users and
Buyers/Project Managers. Diversity Users have access to all diversity functions and can edit
contracts and audit data(with authorization)_ Buyers/Project Managers have access to contract
management functions and can edit contracts, but cannot edit audit data. All users can run
reports, though certain reports are available to each user type. Roles will be set up to
accommodate certain types of users (Administrator, Standard, Limited, Contract Administrator,
Clerk, etc.). Initially, user access will be wide-ranging, and City of Foil ~North can further
restrict access over time as it gains familiarity with user functions and requirements.
• Vendor management: Staff'will be able to manage vendor accounts, including adding and
editing information related to vendors(subcontractors and suppliers).
• Vendor accounts: Vendors will have password-protected access to their own accounts. T icy
will also be able to set up multiple users.
• Vendor registration: Staff will be able to add vendors.
• Economic Development Tracking: Staff will be able track targeted industry firms, firms
interested in International trade,and other economic development programs.
• Search: Staff will have full search capabilities (i.e. searching for vendors by owner name,
contract name,certification,DBFs,N4BFs,11'BEs,SBFs,ethnicity,gender,keyword,etc.).
• Reporting: Staff will be able to run reports at any time.
• Messaging: Users will be able to create and send messages to each other. A copy of the message
is emailed and/or faxed to recipients based upon their account settings. The presence of file
allaclmrents is indicated in the email/fax notification, but attachments are not sent out to the
email lax recipient.
• Help&support:Users will have access to online help and the Forums/Knowledge Base.
• Connect ivityrinter lacing: System has an interface ability to exchange data with existing and
future systems.
• Financial system contracts,M,payments,vendors
• Contract managenhent system—contracts,payments
• Certified directory—external directories of certified firms(UCP,etc.)
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City Secretary Contract No.
City Fort North B2GI V V V 4o n'
Compliance Management System
• rile attachments: Enable any set of approved file types to be attached to transactions and
documents. The system will track downloading and viewing of files by any user.
• Spell checking: One-pass spell checking of all forms with customizable dictionary.
• Commodity codes: Supports multiple commodity code types simultaneously (NIGP, NAILS,
etc.). Search,browse and edit commodity codes,then assign them to transactions and records.
• System portal&content:
• System portal will be configured to reflect the organization's programs and policies
• Customizable page layout and database data fields
• Conforms to organization's current web site
• Security: The system provides maximum security,including detailed user and transaction audit
trails, password-protected account for every user, 256-bit SSi.encryption, 100%web-based and
no cookies.
• Tent plate management: Staff will be able to use and manage standard transaction templates.
• Communications log: Track all email,fax,letter and phone communications.
CONTRACT COMPLIANCEMODULEOVERWEW
• Contract management: Staff will be able to add,manage and close out contracts. Staff will be
able to manage each contract and add new contracts as needed. A contract may include multiple
second tier certified and non-certified subcontractors. A variety of tools are available,including
subcontractor lists,extensions,suspensions,cancellations,change orders,closeout and deletion.
• Subcontractor list:Staff will be able to add multiple subcontractors to a contract. Up to 10 tiers
of subcontractors are supported.
• Conlracl types: City of Fort Worth will designate the types of contracts to track, including
construction,professionnl services,supply services,etc.
• Change orders/autendments: When change orders or contract amendments impact goals,the
system will automatically re-calculate the new goals based upon original and new data.
• Notifications; Contract officers can generate hard copy/email/fax notices for contract award,not
meeting goal,cone act close,and other related contract events.
• Contract cluscoul:At the end ol'n contract,staff will he able to rate a prime contractor relative to
their diversity goal,verify any subcontractor retainage,and set the contract as closed.
• Contract compliance:Tlic system will automatically audit active contracts monthly or quarterly.
• All active prime contractors will be notified by email and/or fax to log in to their accounts and
providetconfirm payment information for subcontractors. Each contract shall have configurable
settings regarding the circumstances and timing of audits.
• If a payment is rejected,a discrepancy is created and prune and subcontractor are immediately
notified of the need to resolve the issue.
• Staffwill have access to all audits,will be able to enter data on behalf of the vendors,and can edit
any existing data at any time.
• Vendors will he able to enter and edit data for a set period of time,after which they will contact
their contract compliance officer for an extension.
• The system will track the payment histories, including submitting user,date/time and comments.
As an audit record is modified,previous submissions will be archived for future reference. phis
historical information is available upon City of Fort Worth's request.
GOAL SETTING MODULE
• Coal selling: Based on the U.S.DOT standard defined in 49 CTR Part 26 for setting the goals,
the module allows a user to set contract-specific goals based on availability data for the specific
types of work required on the contract.
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City Secretary Contract No.
City Fort Worth
Compliance Management System B2GN4.on
• Set legally-defensiblc goals based on statistical(disparity study,census,bid list)data and past
achievement.
• Step 2 goal adjustments can be based on past contract performance or any other relevant factors.
• Maintains a complete history or all data and factors used to set the goal.
OUTREACHMODULE
• Outreach: 'Phis module allows users to create"campaibms"to;mail blast crafted mcssagcs to a
customized list of any type of vendors (certified, primes, sub, local, etc.). '17tc module also
facilitates event management for online atlendee registration,RSVP and attendance tracking.
• Campaigns can include program notices,bid notification to suppliers,requests for
information,seminar/training session with optional online RSVP capabiGlim,or any
other message that you wish to send.
• All content can be customized by the user.Content can include lest,graphics,web links,
and/or attachments.
• Outreach messages include automated,pre-set reminders and the ability for recipients to
respond with an attachment.
• All views of entails and on the public bulletin board are tracked so you Mow how many
people are seeing your messages.
• 1?vents provide public access to online or in-person events,online registration,automated
reminders,and attendance tracking.
• Users can include links to external survey tools in the content and messages to collect and
analyze data about and outreach campaign,event,and/or program activity.
UTILIZATION PLANS MODULE
• Utilization Plans:This module allows the prune bidder to build their subcontractor plan in the
system,assigning subcontractors based on real-time certification status and work
categories. After submission a staff person reviews and either approves or denies the plan.
• Module can be configured to require the prune bidder to include work description,
commodity codes,and proposed work dates.
• Plans that tall short of the goal require the prime bidder to provide waiver request
information.
• Subcontractor detail can be configured to require submission of documentation and/or
answering of specified questions based on the utilization type(subcontractor,supplier,
manufacturer,broker,joint venture,etc.).
• Subcontractors can be required to electronically confirm their participation in the plan
(;Affidavit).
• The subcontractors from an approved Utilization Plan can be transferred to the final contract
record for compliance monitoring,eliminating double entry.
• Supports different programs based on the goals defined on the plan.e.g.A1WBE vs DBE.
SYSTEM INSTALLATION AND UPDATES
B2Gnow is provided as a hosted SaaS solution and, unlike traditional software, does not require
installation. The system is currently being used by customers all over the United States. Adding a
new client, like City of Fort Worth, involves creating a new amount within the system and
configuring the account to meet the client's needs. '17tis allows us to provide new clients with initial
system access in only a few days.
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City Secretary Contract No.
City Fort Worth Eb2GNktor/V
Compliance Management System V
132Gnow also manages all system updates in a manner that is transparent to the users. Our technical
architecture allows I32Gnow system administrators to apply system upgrades with no system
downtime.
TEST ENVIRONMENT
B2Gnow will provide City of Fort Worth with access to a test environment_ The test environment
will be available throughout the entire length of our engagement with City of Fort Worth. The test
environment will be a replica of production, and will allow City of Font Worth to test,validate and
train in a non-production environment.
During the implementation, 112Gnow will configure tach module based on City of Font Worth's
requirements. City of Fort Worth will then have the ability to test the configuration and validate that
the system meets the requirements. This detailed validation process will guarantee that the go-live of
the 132Gnow system will not be disruptive to City of Fort Worth's existing systems and processes.
CITY OF FORT WORTH IT REQUIREMENTS
As a hostel SilaS solution, IT requirements for City of Fort Worth arc minimal. To access the
system,users need only a PC with Intcmct accwss. The system docs not rcquirc any plug ins or 3rd-
party software for user access.
Bccausc B2Gnow is a hosted solution, thcrc is no hardware or software for City of Fort Worth to
purchhsc, install, or maintain. B2Gnow syslcm administrators will manage the entire technology
infrastructure.
B2Gnow will work with your IT team during any initial data convursion and to crcatc any interfaces
between B2Gnow and existing County systems. Typically, these arc definW lasts of the overall
project plan and only require IT interaction on a limited basis for a four week period.
TECHNICAL PLATFORM
B2Gnow is a proven SaaS solution with thousands of daily staff and vendor user lo.-ins. Our
technical infrastructure has burn in place sincx:2001 and is upgraded continually to mu:l the needs of
our expanding customer base. Included in Appendix A is a technology and security overview that
details all puts of our infrastructure. We maintain dual or better redundancy at every level of our
infrastructure (facility, power, connectivity, firewalls, load balancers, switches, servers, databases,
ctc.)and adhere to industry best practices. B2Gnow has always exceeded 99.9%availability and has
never cxporicn til any loss or breach of data.
SYSTEM ARCHITECTURE
132Gnow manages millions of records while being secure,robust and scalable. Web servers are load-
balanced and exchange data with a set of clustered database servers. Important data is stored on a
redundant disk array that is regularly backed up. Inbound and outbound data is processed by a set of
interface servers that perform all required actions and either save the information to the database,or
send it on to the designated customer system.
Following is a diagram detailing the syslcm architecture:
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City Secretary Contract No.
City IF, Worth B2G ,n'
Compliance
N6o
Management System 1 V V V
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INTERFACES
I320now has extensive implementation and integration experience with enterprise-level financial,
procurement and data warehouse systems. B2Gnow has successfully interfaced with over 100
external systems during customer implementations.
Interface development is based upon the 112Cmow Data implementation Process, and is well-
documented and tested through dozens of projects. The most efficient method for data exchange is
for the information to be provided is a flat file on a secure SF1P server account. Data will be
considered verified and ready for export when placed on the SF1P server. All data manipulation,
filtering and verification will be perfonmcd before being placed on the:SFfP server.
HISTORIC DATA MIGRATION
B2G-now will provide templates for account and transaction data. Data designated by the City at the
begimwig of the project will be loaded into the system by 1:32Gnow.
1. Staff Accounts: The City will enter user data into provided template. B2Cmowr will create
these user accounts.
2. Vendor Accounts: The City will provide data in the provided template. This will include
prime contractors, concessionaires, subcontractors, certified firms, and other designated
vendors that are NOT in the certified directory. Vendors must be uniquely identifiable by tax
identification number, or some other reference number. B2Gnow will create accounts for
these vendors and their contact personnel. Afler this point, County staff can add any new
vendors.
3. Contracts: The City will provide contract header data for active records in the provided
template. B2Gnow will load provided contracts into the System. Staff will then review data
for accuracy,modify information as necessary,and configure subcontractor lists as required.
After this point,staff can add new contracts as necessary. Staffwill be responsible for loading
contract details and subcontractor data.
B2Gnow Page 11
AskReply,Inc.dba B2GNow
Professional Services Agreement-Technology
Page 25 of 36 Rev. 1/2017
City Secretary Contract No.
City Fort Worth B2GN4.rW
Compliance Management System
'Incomplete data records excessive duplication, erruneous data, and oilier data issues Hill likely
restdt in an inconsistent database. B_Gnow will attempt to ensure the highest leve/of data quality;
within reason and the limits of the data. 11ro guarantee can be made as to the final outcome of the
database. Once the first version of the contrac ilpaymenls database has been creates{it will be poxsible
for stgff to view and identify incomplete,inconsistent, and incorrect data Mis data will be available
,for correction to enharue the accuracy of the database. 11 is 1he tlrrir ensity+'s respom7vility+to correct
any data that was erroneous,inconsistent,or inconnplele prior to the import.
TRAINING AND ONGOING SUPPORT
132Gnow's training team will develop a comprehensive training plan that meets all of City of Port
Worth's requirements. As an existing SaaS solution,B26now will leverage our experience training
dozens of other large organizations to create an effective training plan for City of Fort Worth. The
training plan will be presented to City of Fort Worth for approval before implementation.
132Gnow staff maintains extensive training materials that have been used in training thousands of
users.
Initial training will be performed onsite for staff with training sessions broken into key functional
areas(ix. contract compliance, bid tracking, etc.). 'Training will be instructor-led,using`real-life"
data and scenarios,and supplemented with complete user manuals and quick guides. All of City of
Port Worth's staff`trainers"can participate in the initial onsite training sessions.
In addition,B2Gnow offers ongoing web-based refresher training and training for new staff members
throughout the contract term at no additional fee. Refresher training can be accomplished through our
regularly scheduled training webinars,or by arranging one-on-one sessions through support. Onsite
follow-up training is also available,but is billable.
Vendors typically require very little, if any, training due to the intuitive nature of the process and
detailed online documentation. We can incorporate initial vendor training as part of the on-site or
web-based training sessions during implementation. Vendors may also sign-up for regularly
scheduled vendor training wcbinars.
SUPPORT SERVICES
As a hosted solution, your annual service fee is comprehensive. In addition to guaranteed system
access, availability and sof rare updates, 132Gnow provides unlimited technical problem-solving
support. Support is provided by phone,email and online to staff. For vendors,support is provided by
email with a maximum 48 hour response time. Issues, questions and concerns from vendors
regarding transactions and other account updates will be directed to the designated County staff
member.
I32Gnow offers comprehensive customer support services to meet our customers'needs. 132Gnow's
standard support package includes:
• Product updates
• 'Telephone support
• Online support through email and the Internet
The support and maintenance criteria set forth in this section are standard support solutions. For
customers with unique support requirements,132Gnow can design customized support packages and
associated fee schedules.
LEVELS OF TECHNICAL SUPPORT
MGnow Page 12
AskReply,Inc.dba B2GNow
Professional Services Agreement-Technology
Page 26 of 36 Rev.1/2017
City Secretary Contract No.
City Fort Worth B2GNVW
Compliance Management System
All users of B2Gnow are provided Willi the same high duality technical support. Support is accessed
through the system,by phone,or by email. B2Gnow staff respond to support tickets in the order in
which they are received. Support tickets may get escalated to County staff if the support topic is
beyond leelmical support.
HOURS OFAVA/LAB/L/TY
WGnow's support departments are available during the hours listed below. Tones are for standard
support;additional hours of support arc available on a negotiated case-by-case basis.
Customer Support: 5:00 am to 5:00 pm Central'Time,Monday Quough Friday
Technical Support: 5:00 am to 5:00 pin Central Time,Aionday through Friday
Clients are also provided with allcr-hours contact information for emergency situations.
B20mow Page 13
AskReply,Inc.dba B2GNow
Professional Services Agreement-Technology
Page 27 of 36 Rev.1/2017
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
AskReply,Inc.dba B2GNow
Professional Services Agreement-Technology
Page 28 of 36 Rev. 1/2017
City Secretary Contract No.
B2GN
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complianee I system
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AskReply,Inc.dba B2GNow
Professional Services Agreement-Technology
Page 29 of 36 Rev.1/2017
City Secretary Contract No.
City of Fort Worth B2GN4.o n/
Contpllance h4anageoient System V V V
PROJECT PRICING
For the hosted SaaS model proposed, there is no need to purchase hardware, sollware licenses,
maintenance,or support. All of this,including installation of upgrades,hosting,and maintenance of
the system,is included in the annual cost.
Service costs (one lime and annual) are delailed below, and are based upon the requirements
document. This price quote is based upon our understanding of Pt.Worth's environment and our best
estimate of the time and materials required, We welcome die opportunity to discuss the listed
component and option prices,and additional combinations and options arc available.
PRICING DETAIL
Soft ware&Support Annual Fee $18,950 per year
• Software modules
- Vendor Nlanagcmcnt Baseline System Up to 2,500 vendors"
- Contract Compliance Up to 250 active contracts"
- Goal Setfnng Up to 250 goals*
- Utilization Plans Up to 250 plan sets*
Outreach&Event Management Module Up to 100 campaigns*
• Software licenses/mainlenance!upgratles ✓
• Access to all standard reports and ad hoc loo] ✓
•IMaintenanc:e on interfaces(2) ✓
• Connection to NCTRCA directory ✓
•Email and phone support for stall' ✓
•First-tier email technical support for vendors ✓
• Access to online help tools ✓
• Training manuals and quick guides ✓
*.9dMonal c•upacitY is available.
Implementation $37,950 one-time
• Setnp and configuration of the system ✓
• Configuration of notification templates ✓
• Configuration of portal pages ✓
• Staff training
• Standard reports
• Creation of staff accounts
• Comprehensive project management
• Integration with 3"'-party systems(2) ✓
- Contract header data
- Contract payment data
• Migration of existing active contract ✓
• Custom report development 20 hours ✓
• Travel—up to 2 days onsite training and project meetings ✓
(1 s 2(ty or 2x 1 day nreetitgs)
132C1now Page 2
AskReply,Inc.dba B2GNow
Professional Services Agreement-Technology
Page 30 of 36 Rev. 1/2017
City Secretary Contract No.
City is cert north B2GN4ift+W
Compliance Management System
OPTIONAL MODULES AND SERV/CES
Additional B20now Module Capacity(irtcrentental increase per module) $4,950/year
• Additional 2,500 vendors
• Additional 250 monitored contracts
• Additional 250 goals
• Additional 250 plan sets
• Additional 100 outreach campaigns
Additional B20now Modules:
• Workforce tJtilizntion(up to 250 conu�acL%) $4,950 setup+ $4,950/year
• Vendor Registration/Questionnaire(up to 250 registrations) (per module)
• Spend Analysis(up to 10,000 paymtcnt records) 59,950 setup t $4,950/year
Additional System Interface(Certified directory,financial system,etc.) $4,950+$i,950/year
Data entry services $75/hour
Custom reports or system enhancements as defined by the City of Ft.Worth $150/hour
Program consulting $300/hour
Additional onsite training $1500/day/trainer
Unlimited faxing to U.S.phone numbers $1,.500/year
Options not selected in the beginning can be added at anv time,subject io appioval b},B2Gnow.
PAYMENT SCHEDULE
• Annual service fee commences on the contract initiation date and annually thereafter.
• Implementation is invoiced 50%al project hick-off and 50%upon completion.
• Additional services are invoiced Net 30 upon delivery.
• Annual fee escalation per year limited to maximum of 3°/a
T Itis proposal is referenced to T avas DIR Contract DIR-SDD-2508
i32Gnow Page 3
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City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref. #:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
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Professional services Agreement-Technology
Page 32 of 36 Rev. 1/2017
City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to provide implementation and
support for 132Gnow Compliance Management System. In order to provide the necessary support,
Contractor needs access to 132Gnow Compliance Management System for the MWBE Office.
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 implementation and support for 132Gnow Compliance
Management System. 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. Contract No..
Services are being provided in accordance with City of Fort Worth Purchase Order No. PO No.
X Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement,
the Contractor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its
authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, its officers, agents, servants, 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.
AskReply,Inc.dba 132GNow
Professional Services Agreement-Technology
Page 33 of 36 Rev. 1/2017
City Secretary Contract No.
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.
[SIGNATURE PAGE FOLLOWS]
AskReply,Inc.dba 132GNow
Professional Services Agreement-Technology
Page 34 of36 Rev. 1/2017
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF_11 WORTH: ASKREPLY,IN A B GNOW:
By: By:
Sus lapis Justin Tarn:rn:
Assistant City Ma ager Title: C ec tiye Officer
Date: I 3� ( � Date: O/7
APPROVED AS TO FORM ATTEST:
AND GALITY:
By: komt By:
Paige Mebane Mary _ ay
Assistant City Attorney City Secretary
4�FORT
TVA
AskReply,Inc.dba 132GNow
Professional Services Agreement-Technology
Page 35 of 36 Rev. 1/2017
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company AskReply,Inc. dba B2Gnow
Full Business Address 3225 N. Central Ave., Suite 120,Phoenix,AZ 85012
Services to be Provided Implementation and support for B2Gnow Compliance Management System
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name: fA�+w'� Il
Position:
ignature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: J al -Stern
Signat re ofPA sident/CEO
Other 'tle: of e
Date:
AskReply,Inc.dba 132GNow
Professional Services Agreement-Technology
Page 36 of 36 Rev. 1/2017