HomeMy WebLinkAboutContract 50901 City Secretary Contract No. U
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PROFESSIONAL SERVICES AGREEMENT
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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 Valerie R.
Washington, its duly authorized Assistant City Manager, and JURY SYSTEMS
INCORPORATED("Consultant" or "JSP'), and acting by and through Lisa Perl its duly authorized VP
of Finance & Operations. 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.
WHEREAS,the City previously entered into City Secretary Contract 46477 for Professional Services, a
portion of which included services provided by Consultant; and
WHEREAS, the CSC 46477 is no longer active, but City wishes to continue its contractual relationship
with Consultant to provide maintenance and support for the software licenses purchased by the City; and
WHEREAS,the Parties acknowledge and agree that the License Agreement and attachments included in
Exhibit E have been previously paid for in their entirety and shall be incorporated into this Agreement;and
WHEREAS, Consultant wishes to continue its contractual relationship with the City to provide
professional maintenance and support services for its Jury+Software.
NOW THEREFORE,the Parties agree to enter into the following agreement to continue services provided
under the previous agreement by executing this Agreement.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement; OFFICIAL RECORD
2. Exhibit A–Statement Of Work; CIT' SECRETARY
3. Exhibit B–Payment Schedule;
4. Exhibit C–Network Access Agreement; FT.iN!ORTHO TX
5. Exhibit D–Signature Verification Form; and
6. Exhibit E—License Agreement, including all attachments
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
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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,with good faith and due diligence,to provide
the City with maintenance and support for the Jury+ Software. 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.
2. Term. This Agreement shall commence upon June 24, 2018 ("Effective Date") and shall
expire no later than June 23, 2019 ("Expiration Date"), unless terminated earlier in accordance with the
provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed
annually 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 annual amount in accordance with the
provisions of this Agreement and Exhibit`B,"Payment Schedule,which is attached hereto and incorporated
herein for all purposes. In no event shall City pay an annual amount to exceed seventeen thousand seven
hundred and fifty-two dollars ($17,752.00) without first executing an amendment to this agreement.
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
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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. In the event that the agreement is terminated
prior to the expiration of the then-current term, the City shall be refunded a pro-rata share for the
months that no services were provided. By way of example, if the City terminates the Agreement
six months into a year-renewal term, the City shall be reimbursed by Consultant one-half of the
total annual pre-paid fee. Consultant shall remit any reimbursement within thirty days of an
effective termination.In the event of termination of this Agreement,JSI will provide Customer with
any enhancements to the Programs which are released within the sixty (60) day period before the
effective date of termination, and JSI will complete investigative services under paragraph 1(a) or
corrective services under paragraphs 1(b), 1(c) and I(d), which have not been completed on the
effective date of termination and the Customer shall pay for such investigative or corrective services
in the same manner as if termination of this Agreement had not occurred.
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.
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6. Right to Audit.
6.1. 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.
6.2. 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, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees,servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Consultant. It is further
understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or
any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any
officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of
taxes on behalf of itself,and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - JSI AGREES THAT ALL SERVICES COVERED BY THIS
AGREEMENT SHALL BE PERFORMED IN A PROFESSIONAL MANNER
CONSISTENT WITH GENERALLY ACCEPTED DATA PROCESSING INDUSTRY
STANDARDS. JSI SHALL BE LIABLE FOR ANY LOSS OR DAMAGE TO CUSTOMER
CAUSED BY REASON OF JSI'S NEGLIGENT ACTS OR OMISSIONS OR
INTENTIONAL MISCONDUCT OR WRONGDOING. JSI MAKES NO OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO ENHANCEMENTS
PROVIDED TO THE CUSTOMER UNDER THIS AGREEMENT OR AS TO
MERCHANTABILITY OR FITNESS OF SUCH ENHANCEMENTS NOR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED ARISING BY LAW OR OTHERWISE AS TO
SUCH ENHANCEMENTS, EXCEPT AS STATED IN THIS AGREEMENT. JSI MAKES
NO REPRESENTATION OR WARRANTY AS TO THE MANNER OF PERFORMANCE
OF INVESTIGATIVE OR CORRECTIVE SERVICES UNDER THIS AGREEMENT,NOR
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ANY OTHER WARRANTY, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, EXCEPT AS STATED IN THIS AGREEMENT. JSI ASSUMES NO
LIABILITY OR OBLIGATION OTHER THAN THOSE EXPRESSLY STATED IN THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION OR
LIABILITY WITH RESPECT TO LOSS OF USE, REVENUE, PROFIT OR
CONSEQUENTIAL DAMAGES.
8.2. 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.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. 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.
8.3.2. 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.
8.3.3. Consultant agrees to indemnify, defend, settle, or pay, at its own cost
and expense,including the payment of attorney's fees,any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Consultant bears the cost
and expense of payment for claims or actions against the City pursuant to this section
8, Consultant shall have the right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any
such claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Consultant in doing so. In the event City,for whatever
reason,assumes the responsibility for payment of costs and expenses for any claim or
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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. Assiwnment and Subcontracting.
9.1. 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:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate; or
10.1.1.2. 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.
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10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. 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.
10.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors& Omissions)
10.1.5.1. Combined limit of not less than $1,000,000 per
occurrence; $2million aggregate or
10.1.5.2. 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.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. 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;
10.1.5.3.6. 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
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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
550,000 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; and
10.2. General Insurance Requirements:
10.2.1. 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. 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.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. 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
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violation of this non-discrimination covenant by Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail,registered, return receipt requested,
addressed as follows:
TO THE CITY: TO CONSULTANT:
City of Fort Worth Jury Systems Incorporated
Attn: Valerie Washington Attn: Lisa Perl
Assistant City Manager VP of Finance&Operations
200 Texas Street 1985 Yosemite Ave. Suite 135
Fort Worth TX 76102 Simi Valley, CA 93063
Facsimile: (817) 392-8654 Facsimile: 805-285-5842
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.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
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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.
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. Network Access.
26.1. 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.
26.2. 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
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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.
27. 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.
28. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Consultant has a claim,dispute,or other matter in question for breach of duty,obligations,services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten(10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
29. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,the City is prohibited from entering into a contract with a company for goods
or services unless the contract contains a written verification from the company that it:(1)does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract, Consultant certifies that Consultant's signature provides written
verification to the City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel during
City of Fort Worth and Jury Systems Incorporated Page 1 I of 33
Professional Services Agreement-Technology
City Secretary Contract No.
the term of the contract.
30. Reporting Requirements.
30.1. For purposes of this section,the words below shall have the following meaning:
30.1.1. Child shall mean a person under the age of 18 years of age.
30.1.2. 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.
30.1.3. 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.
30.1.4. 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.
30.2. Reporting Requirement. 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),
Section 8 (Liability and Indemnification), and all rights under Exhibit E shall survive termination or
expiration of this Agreement.
(signature page follows)
Executed in multiples this the day of 12018.
ACCEPTED AND AGREED:
City of Fort Worth and Jury Systems Incorporated Page 12 of 33
Professional Services Agreement-Technology
City Secretary Contract No.
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
By: _
reporting requirements.
Name: Valerie R. Washington
Title: Assistant City Manager
By:
Date:
ame: Leah-M. Huff VJ
APPROVAL RECOMMENDED: Title: Assistant Director Municipal Court
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Theresa A.Ewing By:
Title: Municipal Court Director ame J Ann P to `
Title: Assts ant City Attorney
ATTEST:
CONTRACT AUTHORIZATION:
By: � - f .�
M&C: Not Applicable
1\f e: Mary . y �C...• l� ate Approved: Not Applicable
Title: City Se et Al
r rm 1295 Certification No.: Not Applicable
C.)
s :
CONSULTANT:
Jury Systems Incorporated ATTEST:
By c By. 49X��
Name: Isa Perl Name; ark ienbein
Title:/ VP of Finance&Operations Title: President&CTO
Date:
OFFICIAL RECORD
CITE'SECRETARY
FT.WORTH,TX
City of Fort Worth and Jury Systems Incorporated
Professional Services Agreement-Technology Page 13 of 33
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
In order to maintain and improve the JURY+Jury Management System,JSI provides maintenance and
support plans on the terms and conditions hereinafter set forth:
1. Premium JURY+Maintenance
a) if the Programs malfunction and fail to perform as described in the JURY+User Tutorial
provided by JSI,JSI will attempt to identify the source of the malfunction, determine the cause of the
malfunction and document its findings.
The Customer shall notify JSI immediately regarding Program malfunctions and, if
requested, shall provide a listing of output and such other data as is required to reproduce operating
conditions as existed when the suspected malfunction occurred
b) JSI provides the Customer with those enhancements to the Programs which are released
during the term of this Agreement. Each such enhancement shall be provided to the Customer within
ninety(90)days after general release by JSI. The term "enhancement" includes any revision of or
improvement to the Programs which substantially conforms to published literature provided to the
Customer by JSI as of the date of the Software License. The Customer agrees to install such
enhancements in a timely manner and understands that JSI does not support any but the current version of
the Programs.
C) JSI agrees to provide unlimited telephone hot line support and dial-up direct system
access services to the Customer during JSI's normal business hours, which are 7:45am—9:OOpm, Monday
through Friday, excluding JSI approved holidays.These services include answering questions, providing
technical guidance with regard to the Programs,receiving trouble reports,trouble shooting system
problems and other investigative services relative to the Programs. In addition, weekend(Saturday and
Sunday) support and emergency support is provided on a 24x7 basis at no additional cost to Customer.
d) To the extent technically feasible,JSI attempts to cause the Programs to perform in
accordance with its published specifications and may load new versions of the Programs via a
telecommunication connection to the Customer's JURY+system. The Customer agrees to keep the
necessary telecommunications components and connections in operation during the term of this
Agreement.
e) All travel and living expenses incurred by JSI in rendering any services under this Agreement
shall be included in the total cost of fees for the services. Customer shall not be billed separately for travel
or living expenses.
2. +1 JURY+Maintenance
+1 Maintenance is an add-on service that permits the Customer to use JSI's telephone hot line support
with regard to incidents not directly related to the Programs. Such incidents include but are not limited to
operation of the physical JURY+environment such as hardware, forms, cabling,telecommunication,
interfaces to other systems,etc.
City of Fort Worth and Jury Systems Incorporated Page 14 of 33
Professional Services Agreement—Technology—Fxhibit A
City Secretary Contract No.
3. +2 JURY+Maintenance
+2 Maintenance is an add-on service whereby JSI periodically loads selected potential jurors into the
Customer's JURY+system. Included in this service is the elimination of certain prospective jurors from
the load according to criteria specified by the Customer.
4. +3 JURY+ Maintenance
+3 Maintenance is an add-on service whereby JSI periodically merges the Customer's source lists. The
merge is conducted according to criteria specified by the Customer.
5. +4 JURY+ Maintenance
+4 Maintenance is an add-on service whereby JSI, on request, performs an on-site evaluation of the
Customer's jury management operation and reports on potential improvements, cost savings and
procedural changes.
6. Other Systems Maintenance
If any Program malfunction is determined under Paragraph 1(a)to have been caused by machine
malfunction,by an enhancement to the Programs not provided by JSI,by the use of incorrect data, by the
use of incorrect procedures by Customer's personnel, or by any other cause not attributable to JSI, (e.g.,
JSI's programming, or incorrect instructions from JSI personnel or documentation provided by JSI)
corrective action shall be treated as Other Systems Maintenance and shall not be covered by this
Agreement. The Customer may elect to purchase from JSI the professional services necessary to correct
such a malfunction.
7. Enhancement License and Conditions
Customer's license to use enhancements provided by JSI under this Agreement, JSI's right, title and interest
in and to all enhancements, whether provided by JSI,the Customer,the Customer's employees, or any third
party, and customer's duty to safeguard enhancements shall be controlled by all and each of the terms and
conditions set forth in the applicable Software License Agreement made and executed by JSI and the Customer
and in effect on the date of execution of this Agreement, which terms and conditions are adopted and
incorporated herein by this reference the same as if set forth verbatim herein.
City of Fort Worth and Jury Systems Incorporated Page 15 of 33
Professional Services Agreement—Technology—Exhibit A
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE FOR MAINTENANCE AND SUPPORT
The base annual maintenance fees for JURY+ are as follows:
Premium Plan $ 15,752
+3 Plan $ 2,000
Total $ 17,752
Both Parties acknowledge that the charges for the +2 and +3 plan, as defined in Exhibit A,
are dependent on the number of jurors City loads into the Jury+ system. Fees for the
premium plan may not be increased more than 3%from the previous years'fees. Each year,
Consultant must provide an updated fee schedule to City sixty(60) days prior to the renewal
date. Any increase in fees shall be made by amendment to the contract at the time of the
renewal.
City of Fort Worth and Jury Systems Incorporated Page 16 of 33
Professional Services Agreement—Technology—Exhibit B
City Secretary Contract No.
EXHIBIT C
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Consultant wishes to access the City's network in order to provide
description of services. In order to provide the necessary support, Consultant needs access to description
of specific Network systems to which Consultant requires access, i.e. Internet, Intranet, email, HEAT
System, etc.
2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the
City's Network for the sole purpose of providing description of services. 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 Consultant 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 (I) 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.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. 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; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement,the Consultant 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,Consultant 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. Consultant 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,
City of Fort Worth and Jury Systems Incorporated Page 17 of 33
Professional Services Agreement—Technology—Exhibit C
City Secretary Contract No.
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Consultant pursuant to this Agreement shall be grounds for the City immediately to deny
Consultant access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1. Notice to Consultant Personnel — For purposes of this section, Consultant
Personnel shall include all officers, agents, servants, employees, or representatives of Contractor.
Consultant shall be responsible for specifically notifying all Consultant 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:
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Consultant Personnel, and will immediately report the loss or theft of such equipment to
the City;
5.1.2. Contractor, and/or Consultant Personnel, shall be prohibited from
connecting personally-owned computer equipment to the City's Network;
5.1.3. 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;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Consultant Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. 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;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Consultant 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, Consultant 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. Consultant 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.Consultant 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)
City of Fort Worth and Jury Systems Incorporated Pae 18 of 33
Professional Services Agreement—Technology—Exhibit C g
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: Jury Systems Incorporated
By: By:
VdYe'ne R.Washington (—'Asa Perl
Assistant City Manager VP of Finance&Operations
Date: Date:
APPROVED AS TO FORM
AND LEGALITY
By:
A
Assistant City Attorney
ATTEST:
IOR1
k
By:
Mary J.Kays
City Secretary
7t5
OFFICIAL RECORD
CITY SECRETARY
FT-WORTH,TX
City of Fort Worth and Jury Systems Incorporated Page 19 of 33
Professional Services Agreement—Technology—Exhibit C
City Secretary Contract No.
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Jury Systems Incorporated
1985 Yosemite Ave. Suite 135, Simi Valley, CA 93063
Software Support Services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. 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 Consultant.
Consultant 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 Consultant.
1. Name: Lisa Perl
Post 'on: VP of Finance &Operations
ignatu
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Mark Schienbein
Ignatur esident/CEO
Other Ti e:
Date: /2 / 7
City of Fort Worth and Jury Systems Incorporated
Professional Services Agreement—Technology—Exhibit D Pale 20 of 33
City Secretary Contract No.
EXHIBIT E
LICENSE AGREEMENT
The City has already paid all fees for the agreement contained herein; however,this agreement and all attachments
are included and incorporated herein at the request of both parties to ensure that all benefits contemplated and
provided under the previous agreement continue.
City of Fort Worth and Jury Systems Incorporated Page 21 of 33
Professional Services Agreement—Technology—Exhibit E
City Secretary ContractNo,
JURY SYSTEMS INCORPORATED
SOFTWARE LICENSE AGREEMENT
This Software License Agreement(this"Agreement'')is made between.fury Systems Incorporated("jsl")
and the Cit-
y of Fort Worth,Texas("Customer"), individually referred to as a*'party,*'collectively referred
to as the "parties," for the license of the JURY+ Software and Related Docurrentation. (hereinafter
collectively referred to as"Programs")comprised of the following:
JURY+ Web Generation (WebGen)
J U RY+ Web Solution
The one-time fee for the perpetual JURY+ licenses and Programs are as follow_,:
Base License Fee (Web Generation) S 25.000
Concurrent Users—Full Use(5)Fee S l&250
Crystal Reports Site License $ 370
Application Foundation S 30.800
Web Solution S 5,000
Total S 77,420
000-
1. Grant of License
JSI grams and Customer accepts on the terms and conditions contained in this agreement a
nonexclusive,nontransferable license to the Programs specified above under the following terins.
a) The Customer may use the Programs only at the Cubturners site and on the Customer's
computers,and solely for the Customer's internal business purpose.
b.) The Programs shall not include,and the Customer shall not be entitled to,any source code or
related design documentation, unless source code is part of the Related Documentation
specified above. Customer and JSl shall enter into a separate Escrow Agreement to define
and outline Customer*s rights to source code for the Programs, with the same being attached
hereto as Appendix A-2 to Exhibit 11.
C) The Customer's rights under this agreement shall not be assigned, sublicensed or otherwise
transferred to any other entity,without JSI's written consent,which such consent shall not be
unreasonably withheld.
d) By written amendment to Appendix A to Exhibit H. agreed to by both parties, Customer
may purchase additional licenses of the JURY+ Programs or like product, of JSL and all
terms and conditions of this Agreement shall also apply 10 Such additional licenses.
Cavol'fort Worth- Mun-cipil Court Case Wna;criwnt Sysgern 24370945 2
JournA Ttchrmlogics,]nc Profoss)onal Services Azlcerneo
Pa,,c 68 of 94 FIGS 2;2015
Page 22 of 33
City Secretary Contract No.
2. Use of Programs
The Customer may use the Programs at any and all of Customer's licensed sites located within the
Customers jurisdiction. Customer's license sites shall include all courts maintained and operated by
the City of Fort Worth. The Customer shall ensure that any site that has access to the Programs
complies with this Agreement. The Customer shall not assign, sublicense, extend or transfer its
rights under this Agreement by operation of law or otherwise. Subject to Section A of this
Agreement, the Customer shall have sole responsibility for preventing unauthorized access to
proprietary or confidential information maintained by the Programs.
3. Right to Copy
The Customer may make complete or partial copies of the Programs as needed solely for testing,
archival, and back-up purposes. The Customer shall ensure that all copyright and other proprietary
notices or legends contained in or placed upon the Programs shall appear on any such copies.
4. Warranty
a) For sixty (60) days following delivery of the media and/or Programs, JSI warrants that the
media and/or Programs will conform to the Related Documentation. Should JSI fail to
correct any nonconformance within sixty (60) days after receipt of written notice of
nonconformance ("Cure Period"), the Customer's sole and exclusive remedy shall be to
terminate this Agreement immediately as it pertains to the nonconforming media and/or
Programs and receive a refund of the License Fee paid for such media and/or Programs.
Any such refund shall be provided to Customer within thirty (30)days of the effective date
of termination.
b) JSI warrants that it has the authority to enter into this Agreement and perform its obligations
hereunder.
C) JSI warrants that the Programs do not contain, and any future update will not be delivered
with, any virus, worm, trap door, back door, timer or clock that would erase data or
programming or otherwise cause the programs to become inoperable or incapable of being
used in accordance with the Program documentation.
d) JSI'S WARRANTIES STATED IN THIS AGREEMENT ARE IN LIEU OF ALL
OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. Indemnity
JSI agrees to the fullest extent permitted by law,to indemnify and hold harmless, Customer,and
its agents, officers and employees,from and against all losses or claims for damages including
suits at law or in equity,caused by any wrongful, intentional,or negligent act or omission of JSI,
or its (their) agents which may arise out of or are connected with the activities covered by this
agreement.
City of Fort Worth—Municipal CourtCase Management System 24370945.21
Journal Technologies,Inc. Professional Services Agreement,
Page 69 of 94 Rev.2/2015
Page 23 of 33
City Secretary Contract No.
Customer agrees to the fullest extent permitted by law, to indcmnify, defend and hold harmless,
JSI, and its agents, officers and employees, from and against all losses or claims for damages
including shits at law or in equity, caused by any wrongful„ intentional, or negligent act or
omission of Customer, or its (their) agents which may arise out of or are connected with the
activities covered by this agreement. NOTHING CON tAINE'D II[,REIN SHALL EVER BE.CONSTRUED
SO,AS TO REQUIRE CUSTOMER TO CREATE A SINICINti F'UNF) OR TO ,ASSESS,LFvY AND COLLECT
ANY TAX TO FUND I"IS OBLIGATIONS UFNDF.R THIS PARAGRAPH.
JSI warrants that all Deliverables, or any part thereof, furnished hereunder by the JSI pursuant to
the Statement of Work, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes furnished hereunder by the JSi pursuant to
the Statement of Work (for purposes of this Section 5, 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. JSI shall be liable and responsible for any and all claims or actions
against Customer for infringement of any patent,copyright,trademark,service mark, trade secret,
or other intellectual property rights arising from Customer's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to be liable
and responsible shall not apply if Customer modifies or misuses the Deliverablc(s).
JSI agrees to indemnify, defend,settle,or pay,at its own cost and expense,including the payment of
reasonable attorney's fees, any claim or action against Customer for infringement of any patent,
copyright, trademark, service mark, trade secret, or other intellectual property right arising from
Customer'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 Customer
modifies or misuses the Deliverable(s).
So long as JSI bears the cost and expense of payment for claims or actions against Customer
pursuant to this Section 5, JSi shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim, however, Customer shall have the right to fully participate in any and all such settlements,
negotiations, or lawsuits as necessary to protect Customer's interest, and Customer agrees to
cooperate with JSI in doing so. In the event JS1 fails to take reasonable steps necessary to defend
diligently any such claim or action, Customer may assume the defense of such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any such claim,
and JSI will be liable for all reasonable costs or expenses thereafter incurred in connection with
such defense, provided, that JSI shall have the right to participate in, at its own expense, the
defense of such claim or action. Customer agrees to give JSI timely written notice of any such
claim or action, with copies of all papers Customer may receive relating thereto. 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, JSI
shall, at its own expense and as Customer's sole remedy, either: (a) procure for Customer the
right to continue to use the Deliverable(s): or(b)rnodify the Deliverable(s)to make them/it non-
infringing, provided that such modification does not materially adversely affect Customer's
authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent tion-infringing Deliverable(s) at no additional charge to
Customer; or (d) if none of the foregoing alternatives is reasonably available to JSi, Customer
may terminate this Agreement, and receive a refund of the payments actually made to JSI under
this Agreement, For the avoidance of doubt,to the extent Customer has received a refund of fees
for infringing Deliverable(s) as set forth in Section 8 of the Professional Services Agreement,
APW such fees shall not be subject to refund pursuant to this Exhibit H. JSI's OBLIGATIONS
City of Fort Worth—Municipal Court Ca3C Ntanagement Sy stem 2437094521
Journal Technologies,Inc Professional Services Amcernenr
Paige 70 of 94 Rev.2/2015
Page 24 of 33
City Secretary Contract No.
HEREUNDER SMALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE
AND AMOUNTS SET FORTH BELOW IN SECTION 10 OF THE PROFESSIONAL
SERVICES AGREEMENT,
6. Ownership of Programs
Title and full ownership rights including,but not limited to,all copyrights in and to all copies of the
Programs shall remain the sole and exclusive property of JSI; however Customer shall retain
ownership of its data,and JSI shall provide Customer with a back-up copy of its data on an annual
basis. The Customer acknowledges and agrees that the Programs constitute, contain and embody
valuable confidential information,trade secrets and proprietary rights of JSI,
7. Customer Modifications
If source code is licensed, the Customer may modify or enhance the Programs for any purpose
reasonably related to the purpose for which the Programs were originally licensed,provided however
that:
a. If the Customer is provided any source code,the Customer's right to modify or enhance the
Programs shall not diminish JSI's copyrights,interest in,or ownership of the Programs;
b, Unless otherwise agreed to by the parties in writing,the Customer shall be solely responsible
for any and all maintenance of any modifications or enhancements it makes to the Programs,
l~NoMithstanding any other provision of this Agreement,the Customer agrees that all enhancements
and modifications of any kind whatsoever to the Programs,made by or on behalf of the Customer,
shall be considered derivative works of the Programs and shall be the sole property of JSI,including
but not limited to,any and all rights,title,interest,copyrights,patent rights,and trade secret rights,in
and to such enhancements and modifications.
8. Confidentiality
Customer shalt not disclose, provide,or otherwise make available to any third party, in whole or in
part, the Programs or any information relating thereto,this Agreement, or any confidential material
of JSI(or its licensor)except in confidence to employees of the Customer to enable the Customer to
use the Programs, The Customer shall take all reasonable action to fulfill its obligations with respect
to the use, copying,confidentiality, and security of the Programs and all other confidential material
of JSI or its licensor. Confidential information shall not include this Agreement or any other
information that is required to be disclosed pursuant to applicable law,rule,regulation or court order.
If object code only is licensed,the Customer agrees not to reverse assemble,decompile or otherwise
attempt to create or derive source code from the Programs.
9, Payment
The Customer shall pay Journal Technologies,Inc.,who shall remit such payment to JSI, for all fees
due for JURY+ Weft Generation&JURY+Web Solution under this Agreement as follows:
a.100%Payable following the installation and acceptance of the Programs
Invoices shall be issued by Journal Technologies,Inc. and payments to Journal Technologies,Inc.
shall be made in accordance with Section 3 of the Professional Services Agreement.All travel and
City of Fort Worth—Municipal Court Case Management System 24310945.21
loumal Technologies,Inc.. Professional Services Agreement
Page 71 of 94 Rev,22015
Page 25 of�33
City Secretary Contract No.
living expenses incurred by JSI in rendering any services under this Agreement shall be included in
the total cost of fees for the services. Customer shall not be billed separately for travel or living
expenses. Any amount not paid when due shall bear interest at the rata of 1% per month, or the
maximum legal rate if less.
10. Term And Termination
This Agreement shall become effective upon execution by the parties, acceptance by JSI and
payment of the License Fee(s) by the Customer in accordance with this Agreement. Acceptance by
the Customer shall be deemed to occur upon delivery of the Programs to the Customer and written
acceptance by Customer in the form of Exhibit C to the Professional Services Agreement,
Deliverable Acceptance Form. This Agreement may be terminated in accordance with Section 4 of
the Professional Services Agreement. Upon receipt of any termination notice., the Customer shall
promptly return all copies of the Programs to JSI; however Customer may retain one copy of the
Programs for back up purposes. Termination of this Agreement shall also tenninate the license
granted herein;. however sections 4, 5 and 8 shall survive termination of this Agreement. The
Customer's obligations under this Agreement shall survive any termination.
IL Miscellaneous
a) Governing LawNenue - This Agreement shall be governed by the laws of the State of
Texas, without giving effect to the conflict of laws provisions thereof. Venue for any action
or claim brought pursuant to this Agreement shall be in the state courts of Tarrant County,
Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
b) Waiver-No waiver of any breach or remedy of this Agreement shall constitute a waiver of
any other breach or remedy of the same or other provisions of this Agreement.
C) Amendment-No Amendment shall be effective unless made in writing andsigned by both
JSI and the Customer..
d) Severabilitv - In the event that any provision herein shall be held illegal or unenforceable,
such provision shall be severed and the entire Agreement shall not fail,but the balance of the
Agreement shall continue in lull force and effect.
e) Additional Remedies - Because of the unique and proprietary nature of the Programs, it is
understood that any impainmeni of JSI's rights will irreparably harm JSI, and therefore that
JSi's remedies at law are inadequate, and that JS1 shall be entitled to equitable relief,
including without limitation injunctive relief as awarded by a court of competent
jurisdiction, in addition to all other remedies provided hereunder or available to JSl at law.
t) Successors and Assigns- Subject to Section I c),this Agreement shall be binding upon and
inure to the benefit of each of the parties and their respect successors and permitted assigns.
Neither party shall assign this Agreement without the express written consent of the other
party-
g)
ang) Attornev's Fees-In the event that any legal or equitable action is instituted to enforce any of
the provisions of this Agreement,the parties shall be entitled to recover any fees awarded by
a court of competent of jurisdiction that are equitable and just.
City of tort Worth—Municipal C'oun Case Management System 2437094521
Journal Technologies,Inc Professional Smtces Agreement
Page 72 of 94 Rcv 212415
Page 26 of 33
City Secretary Contract No.
12. Attachments '
Attached hereto and made a part hereto: The enclosed
Appendix A to Exhibit H, "WebGen New Sale Cost Summary," Appendix A-1 to Exhibit H,
"Jury + Cost Summary," and Appendix A- 2 to Exhibit H, "Source Code and Technical
Documentation Escrow Agreement."
13. Entire Agreement
THE CUSTOMER ACKNOWLEDGES READING ANIS UNDERSTAN=DING THIS
AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. NO
REPRESENTATIONS, WARRANTIES OR AGREEMENTS, ORAL OR WRIT-FEN, EXPRESS
OR IMPLIED, HAVE BEEN MADE TO ANY PARTY HERETO, EXCEPT AS EXPRESSLY
PROVIDED HEREIN. THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING
BETWEEN THE PARTIES AND SUPERSEDES AND INCORPORATES ALL PRIOR
WRITTEN AND ALL PRIOR AND CONTEMPORANEOUS ORAL COMMUNICATIONS
REGARDING TIIIS TRANSACTION. THE CUSTOMER MUST EXECUTE THIS
AGREEMENT ON OR BEFORE January 15,2015 TO AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS IN THIS AGREEMENT.
[End of Document,Signature Page Follows]
City of Fort.Worth—Municipal Court Case Management System 24370945.21
Journal Technologies.Inc. Professional Services Agreement
Page 73 of 94 Rev.2!1015
Page 27 of 33
Cite Secretary Contract No.
The Customer's and JSI's authorized representatives execute this Agreement as follows:
JSl
Jury Systems Incorporated
Simi Valley,Calif rnia ,
Lisa Perl
VP of Finance&Operations, +
DateP. `/, `�.JJ
Customer
City of Port Forth
By :'�
Rudy Jackson
Acting Assistant City Manager
Date S -:)L - 1.5
/^ Approved to form and Legality
Maleshia B.Farmer ..
Sr.Assistant City Attorney
Atte g
0
Mary). Kaysf, YL
City Sk Y-
OFFICIAL RECORD
CITY SECRETARY
Wit:WORTH. T
Cityoff 4Vo[ih_.Municipal Cour!CalcManaceratr,tS%s£eR1 2137031 21
lnu:nal Technologies.Inc Professional Ser,rens A�reerren;
Pa3e 74 oS"94 Rc, 2�201 a
Page 28 of 33
City Secretary Contract No.
040-
APPENDIX A TO EXHIBIT H
JURY+ WebGen New Sale Cost Summary
Qt
Description Price Cost
a JURY+ WebGen Base License
Fee
Local Area Network 1 525,00_ $25,000
Concurrent User License Fees
Full Use 5 $3,250 $16,250
2
Limited Use(1-7) 0 $1,500 $0
b
Total JURY+License Fees $41,250
C
Database.Ad Hoc EepqqN and Interface licenses
Crystal Reports Site License- 11 $370 $370
d 1 First Maintenance Year Premium (on b above) i lum J $7,425
Annual IPL Insurance Coverage Fee $1,086
"b
2
First Year Maintenance on Cgstat±ce:�ns:e��l �2 2.0�016 ��$81
e
. First Year+3 Maintenance 1 $2.000 $2,000
f
One-time+3 Setup Charge 1 1 $200 5200
Total License&Maintenance Costs $52,412
9
. Project Management 1 $T500 $7,500
h
Conversion 1 $500 $500
Installation(Remote'
1 pl,uuu $1,000
Software Customization 1 $1,000 $1,000
Training Char es(days 5 $1.100 $5,500
Training Expenses Estimated) 1 52,500 $2,500
Total Service
Costs $18,000
Grand Total $70,412.00
TERMS PER AGREEMENT
Grand Total $70,412.00
City of Fort Worth—Municipal Court Case Mansgennent System 24370945,21
Journal Technologies,Inc Ptafessional Services Agreement
Page 75 of94 Rev-212015
Page 29 of 33
City Secretary Contract No.
APPENDIX A-I TO EXRIBIT H
JURY+ Web Solution Cost Summa
Q
ty
Deseri tion Price Cost
a
JURY+Application Foundation License Fee
$28.00
Software License Fee 1 0 $28,000
Runtime License Fee 1 $2,800 $2,800
Installation Services 1 $2.000 $2,000
b _
Total $32,800
c
Application Functions
JURY+ Web Solution Software Fee 1 $5,000 $5,000
Installation 1 $850 $850
2 JURY+ Mobile App (Web Solution Required)Software
Fee 0 $1,000 $0
Installation 0 $150 $0
3
JURY+Express Check-In Module Software Fee 0 $1,250 50
Installation 0 $150 $0
d 1 20.00
First Year Premium Maintenance on_Ap�. Foundation 1 % $6,160
2 20.00
. First Year Premium Maintenance on Web&App 1 % $1,000
3 20.00
. First Year Maintenance on Express Check-In 0 % $0
e
Telephone Training 4 hours max 1 $500 $500
_ Total Costs $46,310
TERMS PER AGREEMENT
$46,310.0
Grand Total 0
p4d""
City of Fort Forth-:Municipal Court Case Management System 243711945.23
Journal Technologies,Inc. Professional Services Agreement
Page 76 or94 Rev.22015
Page 30 of 33
City Secretary Contract No.
l
APPENDIX A-2 TO EXHIBIT H
Source Code and Technical Documentation Escrow Agreement
THIS AGREEMENT is made and entered into this day of 20 between
The City of Fort Worth, Texas, a Texas municipal corporation, (hereinafter, "Customer"), Jury Systems
Incorporated("JSI")and Gary C.Wykidal&Associates("the Escrow Agent").
WHEREAS,Customer and JSI are parties to a certain JURY+Jury Management System Agreement("the
Contract"), where under JSI has granted to Customer certain rights with regard to certain computer
software("the Licensed Programs"); and
WHEREAS, under the terms of the Contract, JSI has agreed to deposit with the Escrow Agent copies of
certain computer program source code and related technical documentation to be released to the Customer
only upon the occurrence of certain events:
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, promises and
agreements contained herein,Customer,JSI and the Escrow Agent agree as follows:
1. Deposit in Escrow. JSI will deposit with the Escrow Agent all source code and technical
documentation which JSI is required to so deposit under the terms of the Contract.
2. Duties of Escrow Agent.
a. The Escrow Agent shall maintain and preserve the deposited copies of the source code and
technical documentation in a safe and secure location and shall release the same to
Customer only as provided herein. The Escrow Agent shall not be responsible for
verification or review of the information contained in the source code or technical
documentation,and may rely upon the representations of JSI.
b. The Escrow Agent shall permit and cooperate in the periodic inspection of the deposited
copies of the source code and technical documentation.
3. Conditions of Release to the Customer. The Escrow Agent shall release the source code and
technical documentation to Customer upon the occurrence of any of the following events ("a
triggering event"): a) if JSI has terminated its ongoing business operations or has ceased to engage
generally in the licensing, installation or maintenance of the Licensed Programs in use by
Customer; or b)if JSI fails for any reason to provide Customer, within thirty (30)days after being
requested to do so, with maintenance or support which JSI is contractually obligated to fumish
pursuant to this or any other agreement,with respect to the Licensed Programs.
4, Procedures Governing Release. Upon the occurrence of a triggering event, Customer shall give
written notice thereof to the Escrow Agent and to JSI, stating the circumstances of the triggering
event. Unless within ten(10)days following the receipt of such notice the Escrow Agent receives
an affidavit executed by an officer of JSI stating that no such event has occurred,the Escrow Agent
shall, upon the eleventh (I Ith) day following the receipt of Customer's notice, release and deliver
the deposited copies of source code and technical documentation to Customer.
If the Escrow Agent does receive such an affidavit from JSI within the time specified above,the
Escrow Agent shall immediately furnish a copy thereof to Customer. The Escrow Agent shalt
City of fort worth—Municipal Court Case Management System 24370945,21
Journal Technologies,Inc, Professional Services Agreement
Page 77 of 94 Rev,2/2015
Page 31 of 33
Cite SeeretarN Contract No.
ice►
then promptly release and deliver the source code and technical documentation to Customer upon
receipt of evidence that Customer has commenced an action in a court of competent jurisdiction
seeking a declaration that a triggering event has occurred.
The Escrow Agent may act in reliance upon any instrument or signature believed to be genuine
and may assume that any person purporting to give any notice or make any statement in
connection with the provisions herein has been duly authorized to do so.
S. Limitation of Escrow Agent's Liability. The Escrow Agent shall not, by reason of its execution
of this Agreement, assume any responsibility or liability for any transaction between Customer and
ISI other than the performance of the Escrow Agent's obligations hereunder.
6. Notices. Any notice hereunder shall be deemed given when personally delivered in Nwiting. when
dispatched via overnight courier,or x+hen mailed as described below,and shall be deemed received
when personally delivered in writing,twenty-four(24) hours after being sent via overnight exp€ess
courier,or seventy-two(72) hours after it has been deposited in the United States Mail,registered or
certified,postage pre-paid.properly addressed to the party to who€n it is intended.
7. Resignation of Escrow Agent. The Escrow Agent may resign at any time upon not less than sixty
(60) days advance written notice to both JS1 and Customer. Upon receiving notice prior to the
effective date of resignation that JS1 and Customer have appointed a replacement escrow agent;the
Escrow Agent shall deliver to the replacement escrow agent all of the deposited copies of the source
code and technical documentation then in its possession. If the Escrow Agent has received no such
notice prior to the effective date of resignation. tyre Escrow Agent shall deposit all such materials
with JS1 until such time as a replacement escrow agent is appointed by JSI and Customer and JSI
shall then deliver such material to the replacement escrow agent.
8. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the
parties regarding the subject matter hereof arid supersedes all prior understandings and agreements
regarding the same subject matter. This Agreement may not be modified or amended except by a
writing sighed by all three parties.
[signature Page Follows]
Cir of Fort 4vorth- hlunic;€>ar Court Caste Scsadin 2437094?.21
Journal Technorogi s-Ir c. Professional Sen ices Agr"rneni
Pae,78of`94 Rer 2d't)r�
Page 32 of 33
Cit% Secretin ContractNk).
r
1N WITNESS ``HEREOF,the parties have executed this Agreement as of the date first above written.
JS1 Customer
Jury Systems Incorporated City of Fort Worth,Texas
A California Corporation 1000 Throckmorton Street
1985 Yosemite Ave. Suite 135 Hort Worth,Texas 76102
Simi Valley.CA 93063
By: By
Lisa Per] Rudv Jackson
VP of Finance&Operations Acting Assistant City Manager
Date - / -/ J Date �!'�•' 5
Escrow Agent Approved to Norm Legality:
Gary C. Wykidal&Associates {
215 Fischer Avenue. Suite A-1
Costa Mesa,CA 92626 -
(714)751-8505 NIaleshia B, Fanner
}Contact:G ;;,C,N' -kidal Sr. Assistant City Attorney
Uy
-ORI
Title T _ , (1. _.-.
—
mate Aga
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Maty J. ity # % o a
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OFFICIAL RECORD
ITT SECRETARY
WORTH,TX
Cit}of For,Worth-Municipal Court Case M1inm ;nrnt S� te;n 21,:70945.21
.loumal Technologies,Lnc 1'rofessfonal Services Agreement
,,age79of9J Res :C015
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