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Contract 52300
�� ,•� City Secretary Contract No. �01 FORTWORTH, PROFESSIONAL SERVICES AGREEMENT (Information Technology) This PROFESSIONAL SE CES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH( "City"or"Client"),a home-rule municipal corporation situated in portions of Tarrant,Denton, Johnson an Wise Counties,Texas, acting by and through Jesus Cliapa, its duly authorized Assistant City Manager, and SPS VAR,LLC ("Consultant"),a Limited Liability Company, acting by and through Thomas H. Lewis,Jr. its duly authorized President& CEO. City and Consultant are each individually referred to herein as a "party" and collectively referred to as the "parties." The term "Consultant" shall include the Consultant, its officers, agents, employees, representatives, contractors or subcontractors. The term"City" shall include its officers,employees, agents, and representatives. CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This 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—Network Access Agreement; S. Exhibit D—Signature Verification Form; and 6. Exhibit E- Insurance All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. The term"Consultant" or"Contractor"shall include the Consultant or Contractor, and its officers, agents, employees,representatives, servants, contractors or subcontractors. The term"City"shall include its officers, employees, agents, and representatives. 1. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide the City with IBM Hardware, Software, Licenses, and Professional Services. Specifically, Consultant will perform all duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Consultant shall perform the Services in accordance with standards in the industry for the same or similar services.In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon January 1,2019("Effective Date")and shall SPS Professional Services Agreement-Technology OFFICIAL RECORD Page 1 of 17 CITY SECRETARY FT. WORTH,TX City Secretary Contract No. expire no later than December 31, 2019 ("Expiration Date") and shall have four (4) renewals of one year each, unless either part terminates upon written notice to the other party prior to the renewal term. 3. Compensation. The City shall pay Consultant an amount not to exceed $95,000.00 per year in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services.The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty(30)days of receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(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 Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. re'5.2. Confidential Information. The City acknowledges that Consultant may use SPS VAR,LLC Professional Services Agreement-Technology Page 2 of 17 City Secretary Contract No. 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 die 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 respondent superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees,servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,servants, employees or subcontractors. SPS VAR,LLC Professional Services Agreement-Technology Page 3 of 17 City Secretary Contract No. 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. 8.2. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF CONSULTANT,ITS OFFICERS,AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 8.3. INTELLECTUAL PROPERTY INFRINGEMENT. 8.3.1. The Consultant warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,analyses,applications,methods,ways,and processes(in this Section 8C each individually referred to as a"Deliverable" and collectively as the"Deliverables,") do not infringe upon or violate any patent,copyrights, trademarks,service marks, trade secrets,or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 8.3.2. Consultant shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 8.3.3. Consultant agrees to indemnify, defend, settle,or pay, at its own cost and expense,including the payment of attorney's fees,any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Consultant bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any SPS VAR,LLC Professional Services Agreement-Technology Page 4 of 17 City Secretary Contract No. 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 Subcontractin>;. 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. SPS VAR,LLC Professional Services Agreement-Technology Page S cf 17 City Secretary Contract No. 10, Insurance. Intentionally deleted; see Exhibit E. 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 SPS VAR, LLC Attn: Jesus Chapa,Assistant City Manager Attn: Thomas H. Lewis Jr., President 200 Texas Street P.O. Box 8869 Fort Worth TX 76102 Atlanta, GA 31106 With Copy to the City Attorney at same address 14. Solicitation of Employees, Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. No Waiver, The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United SPS VAR,LLC Professional Services Agreement-Technology Page 6 of 17 City Secretary Contract No. 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 Ma{eure. 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. 26. Network Access. 26.1. City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Consultant Personnel"),requires access to the City's computer network in order to provide the services herein, Consultant shall execute and SPS VAR,LLC Professional Services Agreement-Technology Page 7 of 17 City Secretary Contract No. comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes. 26.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center ("NCIC") of National Fingerprint File("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications,alterations,or amendments shall be made to the Security Addendum.The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General, 27. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services.Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 28, Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,dispute,or other matter in question for breach of duty,obligations,services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the parry'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 SPS VAR,LLC Professional Services Agreement-Technology Page 8 of 17 City Secretary Contract No. restraining order or preliminary injunction where such relief is necessary to protect its interests. 29. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1)does not boycott Israel; and(2) N)ill not boycott Israel daring the term of the contract. 30. Reporting Requirements. 30.1. For purposes of this section, the words below shall have the following meaning: 30.1.1. Child shall mean a person under the age of 18 years of age. 30.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 30.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing, storage,or communication facilities that are connected or related to the device. 30.1.4. Computer technician means an individual who,in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee.This shall include installation of software,hardware, and services. 30.2. Reporting Requirement. If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. 31. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement,and any amendment(s)hereto,may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 32. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit),and Section 8 (Liability and Indemnification) shall survive termination of this Agreement. SPS VAR,LLC Professional Services Agreement-Technology Page 9 of 17 City Secretary Contract No. (signature page follows) SPS VAR,LLC Professional Services Agreement-Technology Page 10 of 17 City Secretary Contract No. Executed in multiples this the day of 20_ft. 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 By: " �,,..r reporting requirements. mot'/�" Na e: Jesus Chapa Title: Assistant City Manager ! ✓- By: Date: Name: William Bailey APPROVAL RECOMMENDED: Title: Acting IT Manager Water Department 6r APPROVED AS TO FORM AND LEGALITY: By: l.— Nat e: Chris Harder Title: Director,Water Department By: ATTE ST: Name: JB Strong Title: Assistant City Attorney CONTRACT AUTHORIZATION: By: M&C: N>� N e: Mary Kayser 5 Date Approved: Title: City Secretary �. ,Form 1295 Certification No,: 01 CONSULTANT: SPS VAR, LLC. ATTEST: � Digitally signed 6y Lori B.Bean DN:c-Lori B.Blan,o,ou, Lori B. B I a n email=lori.blan@verticalvar.com, =U5 By, _ By Date:2019.04.1709:58:03-04'00' Nam : Thomas H. Lewis Name; Lori Blan Title: President&CEO Title: Sales Operations Manager Date: 4-15-19 SPS VAR,LLC UH-ILIAL RECORD Professional Services Agreement-Technology Page It of 17 CITY SECRETARY FT. WORTH,TX City Secretary Contract No. EXHIBIT A STATEMENT OF WORK Consultant will provide the City with IBM Hardware, Software,Licenses, and Professional Services. Upon receipt of the City's request,a quote will be provided, outlining the work to be done, and/or the hardware, software, licenses, or services to be provided.A statement of work will be provided when services or projects are requested. Professional Services are remote and could include assistance with the following over the contract: • Installation of Adapters and Disk • Upgrade of the IBMi operating system currently @ V7.2 • Upgrade of the Central Square NaviLine applications • Upgrade of IBM Power machine firmware and software PTFs • Installation of new disk drives and allocation of disk within the SAN • Setup of Addition Storage Pools within the SAN • Migration from current infrastructure to new infrastructure as required • Technical Support with Storwize F1ashCopy or other implemented IT Operations • Disaster Recovery support and solutions CITY is responsible for project management and for any results achieved, unless specified otherwise in the Statement of Work. Project Completion and/or Termination Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize additional hours or an extension of the end date. If additional hours are not authorized for incomplete project which is provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed-Price Services will end when the tasks described in the Statement of Work are complete. Customer Obligation You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete,or when we have provided the estimated number of hours of Services for Hourly Services (unless additional hours are authorized),whichever comes first. Changes to Statements of Work The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization will prevail over those of the Project Description,the Statement of Work and any previous Change Authorizations. SPS VAR,LLC. Professional Services Agreement—Technology Page 12 of 17 City Secretary Contract No. _ EXHIBIT B PAYMENT SCHEDULE Billing Payment terms are Net 30. Services are provided and billed either on an hourly ("Hourly Services") or on a fixed-price("Fixed-Price Services")basis. For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to complete the project. This estimate is not a fixed-price commitment. Charges will equal the actual hours worked times the hourly rate, plus actual expenses and applicable sales taxes. For Fixed-Price Services, the Statement of Work specifies the fixed-price and estimated expenses. This expense estimate is not a fixed-price commitment. Charges will equal the fixed-price plus actual expenses and applicable sales taxes. For Hourly Services, the minimum billing increment is one hour. We may increase our hourly billing rate and minimums by giving you 30 days written notice. Hourly Services are invoiced weekly as the work progresses. Fixed-Price Services are invoiced as specified in a Statement of Work.The hourly rate is$250.00 per hour. Travel and other expenses are invoiced weekly using IRS mileage allowances for automobile transportation and actual cost for all other expenses. Consultant does not provide Services under the terms of your purchase order. You agree to pay applicable sales taxes or supply exemption documentation. SPS VAR, LLC QUOTE Price Hours Total 1 Block of Professional Services Hours $ 250.00 90 $ 22,500.00 2 Quote for Capacity Upgrade $ 20,420.00 3 TOTAL $ 42,920.00 SPS VAR,LLC. Professional Services Agreement—Technology Page 13 of 17 City Secretary Contract No. EXHIBIT C NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Consultant wishes to access the City's network in order to provide description of services. In order to provide the necessary support, Consultant needs access to description of specific Network systems to which Consultant requires access, i.e. Internet, Intranet, email, HEAT System, etc. 2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the City's Network for the sole purpose of providing description of services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Consultant with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract,then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services,whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1. Contracted services have not been completed; 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 SPS VAR,LLC. Professional Services Agreement—Technology Page 14 of 17 City Secretary Contract No. 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.L.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) SPS VAR,LLC. Professional Services Agreement—Technology Page 15 of 17 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: SPS VAR,LLC: By: S X By: J s Chapa Thomas H. Lewis: Assistant City Manager President&CEO Date: r1 Date: 4-15-19 By: CL, /JL Chris Hai-der Director,Water Department Date: APPROVED AS TO FORM AND LEGALITY: By: , B ong .Assistant City A rney ATTEST: ® 0 , By: ftrk Kaysery Secretary f TEXVS) Date: 5 fis- SPS VAR,LLC. 0171 1ALRECOMIRD Professional Services Agreement—Technology CITY SECRETARY Page 16 of 17 FT. WORTH,TX f City Secretary Contract No. EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Vertical VAR,LLC d/b/a SPS VAR,LLC Legal Address: 1067 North Highland Avenue,Atlanta, GA 30306 Services to be provided: Implementation of Information Technology Infrastructure. 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. Name: Tom Lewis Position: President Signature Namur Lewis Signaturet�off President 1 CEO Date: 4-15-19 SPS VAR,LLC. Professional Services Agreement—Technology Page 17of17 EXHIBIT E SSC PolicyNo. 91BGJ6847 2261-FClB Page Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4786 ADDITIONAL INSURED—OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 91BGJ6847 Named Insured: VERTICAL VAR LLC & SERIES VAR LLC & HTE VAR LLC & INNOVATIVE VAR LLC PO BOX 8869 ATLANTA GA 31106-0869 Name And Address Of Additional Insured Person Or Organization: THE CITY OF FORT WORTH, INCLUDING ITS EMPLOYEES, OFFT.CERS, OFFICIALS, AGENTS, AND VOLUNTEERS 1000 THROCKMORTON FORT WORTH, TX 76102 1. SECTION II — WHO IS AN INSURED of b. Products-Completed Operations SECTION II — LIABILITY is amended to in- "Your work" performed for that additional clude, as an additional insured, any person insured and included in the "products- or organization shown in the Schedule, but completed operations hazard". only with respect to liability for "bodily in- 2. Any insurance provided to the additional in- jury", "property damage", or "personal and sured shall only apply with respect to a claim advertising injury" caused, in whole or in made or a "suit" brought for damages for part, by: which you are provided coverage. a. Ongoing Operations 3. Primary Insurance. The insurance afforded the additional insured shall be primary insur- (1) Your acts or omissions; or ante. Any insurance carried by the additional insured shall be noncontributory with respect (2) The acts or omissions of those acting to coverage provided by you. on your behalf; There will be no refund of premium in the event in the performance of your ongoing opera- this endorsement is cancelled. tions for that additional insured; or All other policy provisions apply. CMP-4786 1006104 137713.1 10-23-2013 ©,Copyright,State Farm Mutual Automobile Insurance Company,2008 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 87 SSC Polloy No. 91BGJ6847 2261-FClB Page 14of THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 91BGJ6847 Named Insured: VERTICAL VAR LLC & SERIES VAR LLC & HTE VAR LLC & INNOVATIVE VAR LLC PO BOX 8869 ATLANTA GA 31106-0869 Name And Address Of Person Or Organization: THE CITY OF FORT WORTH, INCLUDING ITS EMPLOYEES, OFFICERS, OFFICIALS, AGENTS, AND VOLUNTEERS 1000 THROCKMORTON FORT WORTH, TX 76102 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP-4787 ©,Copyright,State Farm Mutual Automobile Insurance Company,2008 1006225 137715.1 11-19-2013 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. StateFarm W W a State Farm Fire and Casualty Company A Stock Company with Home Offices in Bloomington, Illinois Herein called the Insurer TECHNOLOGY SERVICES ERRORS AND OMISSIONS LIABILITY INSURANCE POLICY Policy No: PS0000000228815 Renewal of Policy No: PS0000000228814 PART 1. DECLARATIONS PAGE THIS IS A CLAIMS MADE POLICY. DEFENSE COSTS ARE INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ THE ENTIRE POLICY CAREFULLY. THIS DECLARATIONS PAGE, ALONG WITH YOUR SIGNED APPLICATION OR RENEWAL APPLICATION AND ALL FORMS AND ENDORSEMENTS LISTED IN ITEM 7. BELOW COMPLETE THE POLICY. IN RETURN FOR THE PAYMENT OF THE PREMIUM, WE AGREE WITH YOU TO PROVIDE INSURANCE UNDER THE PROVISIONS OF THIS POLICY. Item 1. Named Insured: SERIES VAR, LLC, VERTICAL VAR, LLC, SPS VAR, LLC, INNOVATIVE VAR, LLC Address: 3168 Mercer University Drive, Suite 200 Chamblee, GA 30341 Item 2, Policy Period: Effective Date: June 19, 2018 Expiration Date: June 19, 2019 (12:01 A.M. Standard Time at the Address stated in Item 1.) Item 3. Retroactive Date:May 20, 2003 IF NO DATE IS STATED HERE, COVERAGE DOES NOT APPLY TO WRONGFUL ACTS COMMITTED PRIOR TO THE EFFECTIVE DATE STATED IN ITEM 2. ABOVE. PSTK5000GA(11/02) PART 1. DECLARATIONS PAGE (Continued) Named Insured: SERIES VAR, LLC, VERTICAL VAR, LLC, SPS VAR, LLC, INNOVATIVE VAR, LLC Policy No: PS0000000228815 Item 4. Limit of Liability: a. $1,000,000 Each Wrongful Act b. $1,000,000 Total Limit of Liability Item 5. Retention: $15,000 Each Wrongful Act Item 6. Premium: $4,185.00 Item 7. Form(s) and Endorsement(s) made part of this Policy at the time of issuance: PSTK5000GA(11/02) 1 Technology Services Errors and Omissions Liability Insurance Policy F-PS1030(01-/0-1) -J Changes Endorsement PSTK5004(01/01) Technology Services Contingent Bodily Injury/Property Damage Endorsement PSTK5008DB(12/17) Independent Contractors- Persons Insured Endorsement (with Data Breach) PSTK5009GA(07/02) Georgia Amendatory Endorsement Item 8. Notices to the Insurer-All notices to the Insurer pertaining to this Policy must be sent to: State Farm Specialty Products 222 South Riverside Plaza, Suite 2250 Chicago, IL 60606 Date of Issue: May 22 2018 By: y , Authorized Representa PSTK5000GA(11/02) DATE IMWDDIYYYY) AC�a CERTIFICATE OF LIABILITY INSURANCE 02/08/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE. COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANG15 DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER_ IMPORTANT: If the certificate holdor Is an ADDITIONAL INSURED, the policy(les)must be endorsed. It SUBROGATION IS WAIVED,subject to the terms and condltlons of the polioy,certaln policies may requlro an endorsement,A statement an this certificate does not confor rights to tho coMfimts holder in lieu of such andorsement(s). PRODUCER NAMEI CINDY FORTENBERRY Duane Holiness State Farm PAH,�°N, E •706-7713-2246 Nf C,Naj _ StafeFarm 1094 Central Ave a DD MAIL. cindy@hartnessinsuranee,com Demorest, GA 30535 INSURBR(S)AFFOROINGCOVERAGE NAICN INSURER A Stale Fenn Fire and Casualty Company 25143 INSURED Vertical Var LLC&Series Var LLC A HTE VAR INSURER8: LLC & Innovative Var LLC INSURERC: PO BOX 8869 INSURERD: ATLANTA,GA 31106 INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: TJ(IS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHldq THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS_SHOWN.MAY HAVE BEEN REDUCED BY PAID CLAIMS. IR F INSORANC eK OLIGY EFF POLICY EPlT TYPE O _ POLICY NUMBER (MMIDWO"I IMRDDMMIUMITS A _?5J COMMERCIALGENCkALLIABIUTY Y Y - ''91•BG-1664.7 01/31/2019 01/31/2020 EACHOCCURRENCE S 1,000,000 CLAIMS-MADE. OCCUR PRrMISES Ea oc gJRenw •S _— 300,000 1 61£0EXP(Anynn-parson) S S,OtlO _ PCRSONAL&ADV INJURY S 1,000,000 _GENLAGGRCGATEUWTAPPUESPER, GENERAL AGGREGATE $ T 2,000,000 _ r--I —_ _ JECT 0 LOC PROnU(:TS-COMP/OPAGG $ 2,000,000 POLICY D Pn0• OTHER:. E AUTOMOBIL2 LIABILITY COM81NP GL I IT $ -Eau dont ANY AUTO BODILY INJURY(Porporsm) 3 ALL OWNED SChIEDULBD 'ros BODILY INJURY(Per nccldonl) S ^� T HIR DSAUTOS FAd0"'ANED t'RGPERTY D�G`E_'--S-T-------�-- AUTOS 5 A X UMBRELLAUAe X OCCUR Y 91-LO-69714 03/151201$ 03115/2019 _EACHOCCURREN_CE _ 5 — __1,000,000 C FXCSSS LIAR _IAIMS•MADE AGGREGATE___ — 5 _ DED R"c.TENT(ONS WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPMETOWPARTHERIEXECUTIVE n E.L_EACFIACCIDENT—' S OFPIC£R/tAE61BEP EXCLUDED? ID NIA - --- (Mandatdry In NH) E L.DISEASE•FA EMPLOYE S 4e5,desdnba undw --..•--------.----..__.___...�.._. SCRIPTtONOFOPERATIONS below CL.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERA TIONS I LOCATIONS I VEHICLES 1ACDRD 1 DI,Addlllonal kornerl,s SOW01 ie,may boa"W wd If morn ape ce Is raqulrod) CERTIFICATE HOLDER CANCELLATION RISK MANAGER SHOULD ANY OF THE ABOVE OFSORI13EQ POLICIES BE CANCELLED BEFORE CITY OF FORT WORTH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1000 THROCKMORTON ACCORDANCE WITH THJd POLICY PROVISIONS, FORT WORTH,TX 76102 AUTi10AIZE0 REPRESENTATIVE © 98 -2014 ACORD CORPORATION.All rights reserved, ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD 1001486 132849,9 02-04-2014 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed_4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for whom you have agreed inwriting proir to loss to provide this waiver and then only to extent of such agreement, Named Insured and Address: Paychex Business Solutions,Inc. 911 Panorama Trail South Rochester,NY 14625-0397 Certificate Holder: City of Fort Worth Attn Risk Manager 1000 Throckmorton St Fort Worth, TX 76101 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured 039713750 Insurance Company New Hampshire Insurancep��t� Countersigned by WC 00 03 13 (Ed.4-84) 0 1963 National council on Componsatlon Insurance. CERTIFICATE OF LIABILITY INSURANCE DA /YYYY) ,4�0 02107/201DD7/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the poticy(les)must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements. PRODUCER CONTACT Paychex Insurance Agency Inc PAYCHEX INSURANCE AGENCY,INC. PHONE FAX 150 SAWGRASS DRIVE (AIC,NO.EXT): 877-266-6850 (AlC,No): 585-389-7426 ROCHESTER,NY 14620 E-MAIL Certs@paychex.com INSURER(S)AFFORDING COVERAGE NAIL N INSURED INSURER A: NEW HAMPSHIRE INSURANCE COMPANY 23841 Paychex Business Solutions LLC INSURER B: VERTICAL VAR LLC 911 PANORAMA TRAIL SOUTH INSURER G: ROCHESTER,NY 14625.0397 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER, REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DDLR POLICYNUMBER POLICY EFF POLICY EXP LIMITS UB LTR NSR D (MM/DD/YYYY) (MMfDD/YYYY) GENERAL LIABILITY EACH OCCURRENCE 5 COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ CLAIMS-MADE[--�]OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERALAGGREGATE $ EN'LAGGREGATE LIMIT APPdES PER: LOc PRODUCTS-COMPlOP AGG $ POLICY =PROJECT $ AUTOMOBILE LIABILITY COM BINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALLOWNED E71 SCHEDULED BODILY INJURY $ (Per person) AUTOS AUUTTOS HIRED AUTOS EJ nu TOsEn BODILY INJURY $ (Per accident) PROPERTY DAMAGE (Per accident) $ S UMBRELLA LIAB OCCUR EACH OCCURRENCE 5 EXCESS LIAB CIJMS-MADE AGGREGATE $ OED RETENTION$ $ WORKERS COMPENSATION AND X VVC STATU•EMPLOYERS-LIABILITY 030713750 06/01/2018 06/01/2019 E.L.EACH ACCIDENT 5 1,000,000.00 ANY PROPRIETORlPARTNER/EXECUTNE OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ 1,000,000.00 (MandMoryin NH) Nt N/A X E.L.DISEASE-POLICY LIMIT $ 1,000,000.00 If yee,d...Hb under n SCRPTO 0 nPFRATIONSh'I'. T DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Worker's Compensation coverage is provided to only those employees leased to,but not subcontractors of the named Insured. Waiver of Subrogation granted In favor of the certificate holder. CERTIFICATE HOLDER CANCELLATION City Of Fort Worth SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Alin Risk Manager THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 1000 Throckmorton St ACCORDANCE WITH THE POLICY PROVISIONS. Fort Worth,TX 76101 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) @1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD