HomeMy WebLinkAboutContract 51248 City Secretary Contract No.
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PR€1FESSIONAL 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 Tan-ant,Denton,Johnson and Wise Counties,Texas, acting by and through its duly
authorized Assistant City Manager, and COURTVIEW JUSTICE SOLUTIONS INC. DBA EQUIVANT
("Consultant"), a Delaware Corporation, and acting by and through Jeffrey Harmon, its duly authorized
General Manager. City and Consultant are each individually referred to herein as a "party" and
collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
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;and
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 terns 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 professional consulting services for Professional Service including Project
Management,Technical Services and User Acceptance Testing for Municipal Courts Brazos to CourtView
Interface. 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 final execution of the agreement
("Effective Date") and shall expire no later than 12 months from Effective Date ("Expiration Date"),
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unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by
the parties.
3. Compensation. The City shall pay Consultant an amount not to exceed $12,870.00 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.
The Consultant will not be liable to reimburse any monies paid in advance in the event of
termination for convenience.
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 thirty(30)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 Oblig tions 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.
S. 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.
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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.
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
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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 - 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. THE TOTAL LIABILITY OF THE CONSULTANT FOR ANY AND ALL
LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR RELATING TO THIS
AGREEMENT, REGARDLESS OF CAUSE OR THE LEGAL THEORY ASSERTED,
INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT OR WARRANTY,
TORT, STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE, SHALL NOT,
IN THE AGGREGATE, EXCEED TWO TIMES THE FEES PAID TO CONSULTANT
DURING THE PREVIOUS 12-MONTH PERIOD. IN NO EVENT SHALL EITHER
PARTIES BE LIABLE TO THE OTHER FOR ANY PUNITIVE, EXEMPLARY,
SPECIAL,INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES,INCLUDING,
BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS
OF USE OR EQUIPMENT DOWNTIME, ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
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, 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
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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 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 Defiverable(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.
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
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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 $2,000,000 per
occurrence; $4,000,000 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.
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 $2,000,000 per
occurrence;$4million 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 completer
virus;
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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
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; and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirement,:
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.
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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 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 CourtView Justice Solutions Inc.dba equivant
Attn:Assistant City Manager Attn: General Manager
200 Texas Street 4825 Higbee Avenue NW,Suite 101
Fort Worth TX 76102 Canton,OH 44718
Facsimile:(817)392-6134 Facsimile: (330)494-2483
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
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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 Norther.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 Maieure. 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. Headinps 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.
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26. Milestone Acceptance. Consultant shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit"C."If the City rejects the submission,it will notify the Consultant in writing as soon as
the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10)
days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall
not be authorized unless the City accepts the deliverable in writing in the form attached. The City's
acceptance will not be unreasonably withheld.
27. Network Access.
27.1. City Network Access.If Consultant,and/or any of its employees, officers,agents,
servants or subcontractors (for purposes of this section "Consultant Personnel'), requires access
to the City's computer network in order to provide the services herein, Consultant shall execute
and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and
incorporated herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant
Personnel,requires access to any federal law enforcement database or any federal criminal history
record information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information
Center ("NCIC") 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
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dispute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the
notice,both parties shall commence the resolution process and make a good faith effort,either through email,
mail,phone conference,in person meetings,or other reasonable means to resolve any claim, dispute,breach
or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to
resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute, then the parties
may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration
Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by
the parties. Each party shall be liable for its own expenses,including attorney's fees; however,the parties
shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,
then either party shall have the right to exercise any and all remedies available under law regarding the
dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance
with this informal dispute resolution process, the parties agree to continue without delay all of their
respective duties and obligations under this Agreement not affected by the dispute. Either party may,
before or during the exercise of the informal dispute resolution process set forth herein, apply to a court
having jurisdiction for a temporary restraining order or preliminary injunction where such relief is
necessary to protect its interests.
30. 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 tern 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 the term of the contract.
31. Reporting_Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. 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.
31.1.3. 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.
31.1.4. 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.
31.2. 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
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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.
32. 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.
33. 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.
(signature page follows)
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144
Executed in multiples this theday of '2019 .
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I aclmowledge that I am the person
responsible for the monitoring and administration of this
contract,including ensuring all performance and
By: �r reporting rennirPmPr;tS.
.1.-......�...
Name: _Susan Alanis_
Title;_ Assistant City Manager Sir
By:
Date: I t L I (;� N e: _Steve Streiffert_
APPROVAL RECOMMENDED:
Title: Assistant Director,IT Solutions
APPROVED AS TO FORM AND LEGALITY:
By: ,
Name: By.
Title: N e: Jo . S ong_
ATTEST:
Title: Assistant CityAttorney
CONTRACT AUTHORIZATION:
M&C: _N/A
F F ORS Date Approved: N/A,
By. ame: a J. 'Form 1295 Certification No.: N/A
Title: City Secret —
�XAS
CONSULTANT: "
Court View Justice Solutions Inc.dba equivant ATTEST:
By: By:
Name. _Jeffrey Harmon_ Name:
Title: _General Manager Title:
Date: 9/5/2018
OFFICIAL RECORD
CourtView Justice Solutions Inc.dba equivant CITY SECRETARY
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City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
equivant
QUOTE
Proiect Fort Worth MC Brews to CourtVleW Interface
Prepared for Quote Number. 10109
Therese Ewing Date: February 24,2018
Director Valid ThmughMay 25,2018
Fort Worth,City of
1000 Ttxoclvnorton
Fort Worth,Texas,78102
(817)392-7481
thereas.ewingClifortworlitmas.go,
ONE TIME COSTS
Product ProductType— Quantity Discount
tenses:
Services:
Prctaabr el Swvlm-Project Ma lament Service 1 $1.170.00 $1.170.00 0.00% $1,170.00
Professional Servioa-TeduYral Services Service 1 $7,800.0 117.1100.00 0.00% $7.800.0
PofeabrWServion-User AcoWlenceTes*V SerAw 1 $3.800.00 $3,800.00 0.00% $3.800.00
Assislerm
Subtotal$12,$7040
Outer
Estimated Total of One Time Crab,excluding applicable taxes:$12,870.00
RECURRING COSTS
Troduct Product Type Quantity Unit Price Subtotal Dlacount Extended Price
Total First Year Recurring Costs,excluding applicable taxes:$0.00
4826 Higbee Avenue NW,Suite 101,Canton,Ohio 447181 Tel:800.40&43331 WoQequivant.com
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City Secretary Contract No.
equivant
QUOTE ACCEPTANCE
Quote Accepted By:
Signature:
Name:
Title:
Date:
Prepared By: Customer Contact
Gilbert Gonzalez Leah M.Huff
AccountExecutive AssbtantDirector
Phone:(210)738-5022 Phone: (817)392-8737
4825 Higbee Avenue NW,Suite 101 leah.huff@brtworthtexas.gov
Canton,OH 44718
gilbert.gonzalezipequlvard.corn
The attached terms and conditions are incorporated into this quote by reference.
4825 Higbee Avenue NW,Suite 101,Canton,Ohio 44718 i Tel:900.40&4333 i info@equivant.corn
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13 CLubmr le nf0oneble for Y requeed iOnmmm.wdws.99L oMMMM,Whom end Ift party eoMw w gmwrr end aondpuralm
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4925 HMBEE AVE NW 1 CANTON,OHIO 14719 l 980.470AM l 3MA9424M FAX
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EXHIBIT B
PAYMENT SCHEDULE
Equivant to invoice the City upon successful completion of services. City will pay net 30.
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EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments,including
penalties:
Approved Payment Amount:
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EXHIBIT D
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 Project
Management,Technical Service and User Acceptance Testing for Brazos to CourtView Interface. In order
to provide the necessary support, Consultant needs access to Municipal Courts Courtview host
environments.
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 Project Management, Technical Services and User
Acceptance Testing for Municipal Courts Brazos to CourtView Interface. 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 (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.
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
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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 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)
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City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: COURTVIEW JUSTICE SOLUTIONS INC dba
EQUIVANT:
By: By:
Sis t1 me: Jeffrey Harmon
Assi'06t City Manager Title: General Manager
Date: q ilI Date: 9/5/2018
APPROVED AS TO FORM
AND LEGALITY:
By: J/1
)4hn B. 9WAj
/Assistant City'/ ey
om
ATTEST:
V:OR?-
By:
�fary 1.Kays 7
ity Secretary'
3:
OFFICIAL RECORD
CITY SECRETARY
FT,WORTH,TX
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EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Consultant: CourtView Justice Solutions Inc.dba equivant
Full Business Address: 4825 Higbee Avenue NW, Suite 101,Canton,OH 44718
Services to be Provided: Professional services including Project Management,Technical Services and
User Acceptance Testing for Municipal Courts Brazos to CourtView Interface.
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:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Jeffr `Har^mon
Sign re of President/CEO
Other Title:_General Manager
Date: 9/5/2018
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