HomeMy WebLinkAboutContract 51342 City S(M-CMIN COIIMaCl No. 34Q.
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PROFESSIONAL SERVICLS AGRL'U"MEAT
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the event m,aliv ColilliCt bCt\VCCI1 tile (I0CLIII1CIIt-,, the tCl-IIIS 011-1d COIlditiOlIS ot'lllis Prot,cislomll scr%iccs
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The let-II) ' Consultant', or-Volitractor" Shall HICItIde the ('011SLI11,1111 Or('0IIt[,tCt0I_, ;irld its 0111CCI'S, Zi1_1CIltS,
employees, representatives, ser\allls, colill-actol's or subcontractors.
!'lie tern) "Cil-v" Shall include it 0111CCI-S. CIIII)IL)VCC.S, 10CIIIS, MILI rCPI_CSCIlj2'tiVCs.
I. Scom of Services. Colislillant hereby avrces, with good faith arid LILIC diligence,to provide
the City \vIth professional Consulting services, license keys, as well ads IMIiIItClMIICC and SLIJ)1)1)1-t I'OrtlIC
lielpsystellis POWC11-CCII SORWUC. SPCCHIC,111\11, Colisultillit will perl'orin all duties outlined and described
Ill the'tUIICniint (WW'Ork, WiliCh is attached hereto as [:,Xllil)il "A" 'IIILI iIlCOI_I)OI_,l1Cd hCrCIII f'Or all
and further referred to herein its the '-services", Consultant shall pectoral the Services in cc \lac ord,111 it)
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standards in the illdllstr7 1`61-the Same or similar services. In addition,('OIISLIltltll SIMII IM-601-111 tile SCI-ViCCS
in aiccordance NvIth all applicable I'lederal.State.and IOCOI IMVS, rUICS,and I_CgLlhiti()IIS. ll*tl)CrC IS any conflict
between this Aucenient and Exhibit A, the terms And conditions of'lliis Aurceinew shall control,
IIC1pS\,lCj11"I LC IM UKU
CITY SECRiTARY
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City Secretary Contract No. '
2. Term. This Agreement shall commence upon January 1,2018 (-'Effective Date')and shall
expire no later than December 31, 2018 ("Expiration Date"), unless terminated earlier in accordance with
the provisions of this Agreement or otherwise extended by the parties.This Agreement may be renewed for
four renewals at the City's option, each a "Renewal Tenn."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 $7,500 for professional services, and
$15,329.00 for additional license keys for the newly added processor, in accordance with the provisions of
this Agreement and Exhibit B, Payment Schedule, which is attached hereto and incorporated herein for all
purposes. The City has already paid the Consultant for the Annual Maintenance Renewal for the products
listed on Exhibit A, using PO 17-00096814:3-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 (I%).
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and
for any reason by providing the other party with 30 days written notice of termination.
4,2. Breach. If either party commits a material breach of this Agreement, the non-breaching
Party must give written notice to the breaching party that describes the breach in reasonable detail. The
breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching
party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within
the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any
other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written
notice to the breaching party.
4,3, Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City
in any fiscal period for any payments due hereunder,the City will notify Consultant of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date,the City shall pay Consultant for services actually rendered up to the effective date
of termination and Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement
for any reason, Consultant shall provide the City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Consultant has received access to City information
or data as a requirement to perform services hereunder,Consultant shall return all City provided data to the
City in a machine readable format or other format deemed acceptable to the City.
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
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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 Consultants
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 respondcui 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
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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 - 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,TOTHE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2. INDEMNIFICATION - CONSUI;1'AN7' HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES, FROM AND AGAINSTANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARAC'T'ER,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
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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 Deliverable(s); or
(b) modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and
functionally equivalent non-infringing Deliverable(s)at no additional charge to City;
or (d) if none of the foregoing alternatives is reasonably available to Consultant,
terminate this Agreement, and refund all amounts paid to Consultant by the City,
subsequent to which termination City may seek any and all remedies available to City
under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED
BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
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.
9.2. MBE Goal - Delete if N/A- In accordance with City of Fort Worth Ordinance No.
20020-12-2011, the City has goals for the participation of Minority Business Enterprises and
Women Business Enterprises (M/WBE) in City contracts. Consultant acknowledges the M/WBE
goal established for this contract at insert % of goal and its commitment to meet that goal. Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of
fraud by Consultant may result in the termination of this agreement and debarment from
participating in city contracts for a period of time of not less than three(3) years.
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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 computer
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 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.
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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(lie 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 HclpSystems, LLC
Attn: Jesus Chapa,Assistant City Manager Attn: Wes Fredenburg
200 Texas Street 6455 City W Parkway
Fort Worth TX 76102 Eden Prairie, MN 55344-3246
Facsimile:(817) 392-8699
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
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term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of
the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability- If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Consultant shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure),including, but not limited to, compliance with any government law,ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
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("Ill 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 ttre 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 1-9 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
HelpSystems.LLC
Profmsional Services Agreement-Technology
Rev.912017 Page 10
City Secretary Contract No.
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 patty 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 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 Consultants signature provides written
verification to the City that Consultant: (1) does not botrott Israel; and(2) will not boycott Israel chiring
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 perforins 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
Helpsystems,LLC
Prof6sional Servico Agnemrnt-Technology
Rei.y2017 Page I I
City Secretary Contract No.
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.
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.
(signmure page.follows)
HelpSysterns.LLC
Professional Services Agreement-Technology
Rev.92017 Page 12
City Secretary Contract No.
Executed in multiples this theq(� day of
ACCEPTED AND AGREED:
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
B ).,�/ ) reporting requirements.
Y
Name: Jesus Chapa
Title: Assistant City Manager '
V Vv
e��!� By.
Date: _ Name: William (R b)Bailey
Title: IT Manager
APPROVAL RECOMMENDED: `
APPROVED AS TO FORM AND LEGALITY:
Y�B Uk
Name: Chris Harder
By.
Title: Director,Water Department
ATTEST: Name: John B. Stng
Title: Assistant City Attorney
CONTRACT AUTI IORIZATION:
By. M&C: tvn
ame: Na 0� . /� Date Approved _
Title: City cr !Q�
`•.S Form 1295 Certification No.:
F
T'
CONSUL"rAN-r:
IIELPSYSTEMS, LLC ATTEST:
By: � Ey:
Name: A eslcy Fredenbu Name: Dan Maayll�eben
Title: C neral Counsel Title: CFO
Date: 9/25/18
HelpS)stems.LLC OFFICIAL RREUt3111)
Professional Services Agmement-Technology
Rev 92017 CITY SECRETARY Page tJ
FT.WORTH,TX
City Secretary Contract No.
EXI11131'1'A
S'1'X1'E,1N1ENT Oh«'ORK
Scope of Services:
HelpSystems will provide the customer with Professional Services, Maintenance and Support related to implementing
Powertech software.These services will be delivered remotely using telephone,email,and WebEx interactive online
meeting services as is appropriate.
Network Security
Planning
- Review customer's goals for level of access
Agree on date to perform Network Security installation on customer's iSeries
• Discuss options for journaling.
Direct Network Security audit entries to system audit journal.
- Agree on date to perform Network Security exit program activation (turns on auditing). "
Review environment and discuss browser and consolidated options
Product Education-HelpSystems will assist customer with product instruction that relates specifically to their security
environment, and in addition, HelpSystems wilt provide basic Network Security administration education. Topics may
include:
Exit point technology concept.
• Demonstrate Network Security software configuration and operation.
• Operation screens for Network Security product.
Demonstrate how to enter a security rule to lock out a user from access to server/function.
• Demonstrate how to enter a security rule to lock out an IP address from access to server/function.
Demonstrate how to run Network Security audit reports.
Demonstrate how to use the Network Security report command.
Demonstrate how to use Network Security advanced feature-server properties.
Demonstrate how to use Network Security advanced feature-capture transactions.
Demonstrate howto used Network Security advanced feature-memorized transactions.
Post Activation Plan- Once the Network Security exit programs have been activated for auditing,we recommend that
you capture historical data for approximately 1-2 weeks and for continuous long term auditing.After this is in place
HelpSystems will assist the customer to:
Evaluate the amount of transactions being written to journal.
• Configure Network Security reporting to turn off unwanted auditing.
Assist in defining areas to regularly monitor as part of a sound security audit practice.
Provide basic forensic investigation tips and techniques using Network Security reports.
Define Access Control Plan-With approximately 1-2weeks of history HelpSystems will assist indefining the Access
Control Plan.
• Identify servers that have the most network traffic.
Identify servers that are not in use.
• Determine validity of activity.
Analyze history from reports to define a security scheme.
• Define access control rules to secure servers riot use.
• Define access control rules to allow valid user transactions.
• Define access control rules for special cases where we will use capture$ memorize advanced features.
Assist in implementation of SecUrity Action Plan-based on the Access Control Plan previously defined,
HelpSystems will assist to:
• Secure servers that are not in use.
Secure server functions by user profiles for allowed transactions.
• Secure server functions at a more granular level for special cases.
Secure all servers by rejecting "PUBLIC
HclpSysterns,LLC
Professional Services AgreLtnmi•Technology
Ree.912017 Page 14
City Secretary Contract No.
Authority Broker
Product Education:
• Assist customer in identifying users with OSl400 Special Authorities
Demonstrate how to create control users that can be swapped to
Help define the reporting and notification requirements for auditors, managers, and other interested parties
• Guide customer i ncreaiing Authority Broker relationships that can result inremoving OS1400 Special Author- itiesfrom user's
profiles.
Authority Broker Administration Training:
Basic swap authority concepts
Demonstrate configuration and operation, menu options, etc.
Build and configure user and group swap associations
Firecall configuration
Methods of swapping
Demonstrate report building,report output, report filtering
Authority Broker Configuration and Deployment
Assist with basic installation.Ensure proper product version deployment.
Identify authorized administrators
• Assist customer in identifying users with OS/400 Special Authorities
Demonstrate how to create control users that can be swapped to
Guide customer in creating Authority Broker relationships that can result in removing OS1400 Special Author-ities from user's
profiles.
Help define and configure reporting and notification requirements for auditors, managers,and other inter ested parties
Help define audit filters
Configure custom reports. Customize outputs for each system to include Excel format,and consolidate.
Compliance Monitor
Product Education
System set up
Define a Consolidator system
Define the Endpoint systems
- Set up users for product administration
• Explain Compliance Monitor jobs inPTWRKMGT subsystem
System group set up
Request for data
Explain types of report groups available Explain and Configure
Automatic Assessments
Explain data retention via the Collection Aging feature
Policy customization
Scorecards
Scorecard customization
Report of filters and definitions
Create up to 4 custom reports
Interact
Product Education
• Load and install the Interact Software
Assist customer in setting up configuration to syslog
Demonstrate how to send OS400 messages in real time to syslog
Guide customer how to specify which messages to be sent based on criticality.
DataThread
Product Education
Help Systems.LLC
Professional Services Agrecment—Technology—Exhibit C
Rev.912017 Page 15
City Secretary Contract No.
An overview of product purpose,concepts and functionality
• Navigation of menus
Introduction to system parameters and Settings
Instruction on how to add files for monitoring
• How to create keys, members,triggers and electronic signatures
- How to define conditions, users and email signatures for desired events
• How to manage file retention,purging and the archival of historical data
Command Security
Product Education
Load and install the Command Security Software
Assist customer in authorizing users to set up command configuration
Explain and demonstrate how to secure commands by defining rules(conditions and actions).
Guide customer how to review reports of command activity and product configuration changes.
StandGuard AntiVirus
Product Education
• Introduction to Viruses on the System i
• Installing StandGuard Anti-Virus-System Requirements, Installing the Plug-in
• On-Demand Scanning-scheduled scans,scanning guest operating systems
• On-Access Scanning-system values,exit points
Object Integrity Scanning
Mail Scanning
• Updating Virus Definitions and PTFs
• Monitoring Anti-Virus Activity-reporting, logs
Maintenance and Support Products:
Product LPAR
PowerTech Network Security-Primary License 2
PowerTech Authority Broker-Primary License 2
PowerTech Compliance Monitor-Primary License 2
PowerTech Data Thread-Secondary License 3
Standguard Anti-Virus-i series-Perpetual 3
PowerTech Interact-Secondary License 3
PowerTech Power Admin-Primary License 2
PowerTech Power Admin-Secondary License 3
PowerTech Data Thread-Primary License 2
Standguard Anti-Virus-i series-Perpetual 2
PowerTech Interact-Primary License 2
PowerTech Network Security-Secondary License 3
PowerTech Authority Broker-Secondary License 3
PowerTech Compliance Monitor-Secondary License 3
Robot ALERT-Primary License 2
Robot CONSOLE-Primary License 2
Robot ALERT-Secondary License 3
Robot CONSOLE-Secondary License 3
Help Systems,LLC
PmCessional Services Agreement—Technology—Exhibit C
Rev.912017 Page 16
City Secretary Contract No.
1;\111131'1,B
PAVME;N'I'SCIIEDU LE?
PROFESSIONAL SERVICES QUOTE
Helpsystents, LLC will invoice Cite of hon Worth nionthly for the hours delivered by the consultanl. Payment terms: Net 30
Date:11-May-SS Account:erty of fort Worth Quote it:Q 0(100095479 Net Terns:30 Gays Expiration Date:10 Jun-18
t00078600)
Shipping Info Billing Info
Name: Claudia Christeson Name: ClaudiaChristeson
Company: City of Fort Worth Company: City of Fort Worth
Address: 200 Texas Street Address: Water Department
Fort Worth Information Technical Services
Texas 76102 200 7exas Street
United Stales Fort Worth
Texas 76102
Urnlled States
Phone: 817-392-8353 Phone; 817-392-8353
Email: Claudia.christesonpfortworthgov.org Email: claudia.th,isteson@fortwonhgov.org
Description Amount
Services
dawn. Pfodv' Cly
Powerlech Services(llourly) 30 7,500.00
Subtotal 7,500.00
Tax calculatlon pending
Total 7,500.00
Currency:U50
MAINTENANCE&SUPPORT PRODUCT CHANGES License Keys
Serial#:21125BW Model:
Hardware Changes
Product
PowerTech Network Security-Primary License 2,129.00
Prior System-SN:21125BW/M:41A/FC:EPXK/Processors:1
PowerTech Authority Broker-Primary License 2,129.00
Prior System-SN:21125BW/M:41A/FC:EPXK/Processors:1
PowerTech Compliance Monitor-Primary License 2,277.00
Prior System-SN:21125BW/M:41A/FC:EPXK/Processors:1
PowerTech Command Security-Primary License 500.00
Prior System-SN:21125BW/M:41A/FC:EPXK/Processors:1
PowerTech Interact-Primary License 500.00
Prior System-SN:21125BW/M:41A/FC:EPXK/Processors:1
PowerTech Data Thread-Primary License 2,129.00
Prior System-SN:211258W/M:41A/FC:EPXK/Processors:1
Standguard Anti-Virus-i series-Perpetual 0.00
Prior System-SN:21125BW/M:41A/FC:EPXK/Processors:1
Robot ALERT-Primary License 1,320.00
Prior System-SN:21125BW/M:41A/FC:EPXK/Processors:1
Robot CONSOLE-Primary License 2,508.00
Prior System-SN:21125BW/M:41A J FC:EPXK/Processors: 1
PowerTech Power Admin-Primary License 1,837.00
Prior System-SN:21125BW/M:41A/FC:EPXK/Processors:1
r.Permanent license keys are issued upon receipt of payment in full.
Subtotal 15,329.00
Tax calculation pending
Total 15,329.00
Currency:USD
Help Systems,LLC
Professional Services Agreement-Technology-Exhibit C
Rev.92017 Page 17
City Secretary Contract No.
Help Systems,LLC
Profcssional Secviccs Agmement—Technology—Exhibit C
Rev.92017 Page 18
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref. #:
Milestone/ Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Help systems.LLC
Professional services Agreement-Technology-Exhibit C
Rev.9/2017 Page 19
City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
I. 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(l)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, 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
Help Systems,LLC
Professional Services Agreement-Technology—Exhibit E
Rev.9/2017 Page 20
City Secretary Contract No. _
all officers, agents, servants, employees, or representatives of Contractor. Consultant shall be responsible for
52. 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:
5.2.1. 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;
5.2.2. Contractor, and/or Consultant Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network:
5.2.3. Contractor Personnel shall protect City-issued passwords and shall not allow any third
parry to utilize their password and/or user II) to gain access to the City's Network,
5.2.4., Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative regulation U7;
5.2.5. 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;
5.2.5. 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;
5.2.7. All network activity may be monitored for any reason deemed necessary by the City; and
5.2.8. A Network user ID may be deactivated when the responsibilities of' the Consultant
Personnel no longer require Network access
b. 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 etfort 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.
(sigrxitxre pagefoliows)
Help Systems.LLC
Professional Service Agrcemem—Tei hnofogy—f'Xhihit E
Rev.912017 Page 21
City Secretary Contract No.
CITY OF FORT NORTH:
APPROVED FOR CITY OF FORT NVORT11: APPROVED FOR
HELPSYSTENIS,LLC
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 reporting requirements.
Wesley Fred•nburg
WilliamAkaley
Giencral Cou scl
NN .1T Manag r.Nater Department Date:
Date:
Chris Harder.Director.«iter Department
Date:
Jay C apa.Assistant City Manager
Date: /0✓! �W
APPROVED AS TO FORM AND LEGALITY:
JBKOng. slant City ttornev
(Date: _ O� .
ATT r ` y�*�
..........P,S OFFICIAL RECORD
Mary J.Kayser.City Secretary CITY SECRETARY
FT. WRTH,TX
Date:
Help Systems.LLC
Pmfessional Service.Agreement-Technology-Enhihit E•
Rev.0 2017 Page 22
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
HclpSystems, LLC
6455 City West Parkway, Eden Prairie NIN
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 I-onm in entering into any
agreement or amendment with Consultant. Consultant will submit an updated Fonn 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: Wesley Fredenburg
Position: General Counsel
1A
Signature
2. Name: Joyce Hendrickson
Position: Services Coordinator
Siun ure
3. Name: 4b" 6til
Position:c4t)
Signature
Name:
Signature o resident/CEO
Other Title: ii
Date: �� `9
H.Ir Cti.r�u.. 1 t C
Profa.icmal Sen-icca AWm-mens 1--Jai-, Exhibit E
Rev.9 201'- Page 23