HomeMy WebLinkAboutContract 53914 City Secretary Contract No.53914
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VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement("Agreement")is made and entered into by and between the City
of Fort Worth,a Texas home-rule municipal corporation(the"City"or"Client")and VAIRKKO Technologies,
LLC, a limited liability company("Vendor"). City and Vendor are each individually referred to herein as a
"party" and collectively referred to as the "parties." The term "Vendor" shall include Vendor, 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 Vendor Services Agreement;
2. Exhibit A—Statement Of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Signature Verification Form,
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor 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. Vendor hereby agrees, with good faith and due diligence, to provide
the City with a Training and Certification Management System. Specifically,Vendor 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."Vendor shall perform the Services
in accordance with standards in the industry for the same or similar services. In addition, Vendor shalt
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 Agreemeent
shall control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below("Effective Date")and shall expire no later than twelve months after the effective date(`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 an unlimited number of one-year renewals at the City's
option,each a"Renewal Term."The City shall provide Vendor with written notice of its intent to renew at
least thirty(30)days prior to the end of each term.
OFFiCI L RECORD
CM SECRETARY
Vendor Services Agreement—Technology(Rev. 8/19) �T WO
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City Secretary Contract No.
3. Compensation. City shall pay Vendor an amount not to exceed seven thousand, three
hundred fifty dollars ($7,350.00) in accordance with the provisions of this Agreement and Exhibit "B,"
Payment Schedule, which is attached hereto and incorporated herein for all purposes. Vendor shall not
perform any additional services for City not specified by this Agreement unless City requests and approves
in writing the additional costs for such services. City shall not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to
pay all invoices of Vendor within thirty (30) days of receipt of such invoice.
4. Termination.
4.1. Convenience. Either the City or Vendor 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. In the event no finds or insufficient finds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor 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 Vendor for services actually rendered up
to the effective date of termination and Vendor 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, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement.In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor 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.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make frill disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor'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. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
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confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access.Vendor 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.Vendor 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,
Vendor 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 frilly cooperate
with the City to protect such information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor 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 Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor 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 Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor 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 Vendor 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,
Vendor 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. Vendor acknowledges that the doctrine of respondent superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
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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 - VENDOR 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 VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR 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 VENDOR'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 VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor 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. Vendor 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. Vendor 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 Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
Vendor 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
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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 Vendor 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,Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor 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 Vendor'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, Vendor 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 Vendor,terminate
this Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'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. Vendor 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 Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor 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 Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. The Vendor 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
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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;
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 Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
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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 Vendor 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 frill 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor 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. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
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subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor'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 Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor 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 VENDOR:
City of Fort Worth VAIRKKO Technologies,LLC
Attn:Assistant City Manager Attn: Brian Polackoff,VP Sales
200 Texas Street 13200 Strickland Rd., Suite 114-233,
Fort Worth TX 76102 Raleigh NC 27613
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the City nor Vendor 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 Vendor 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 Vendor's respective right to insist upon appropriate performance or to assert any such right on any
fixture 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 Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
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majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto.and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, 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. Vendor 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 Vendor's
option,Vendor 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 Vendor for the nonconforming
services.
25.1. Federal Law Enforcement Database Access. If Vendor, or any Vendor 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, Vendor 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.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
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of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor 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
restraining order or preliminary injunction where such relief is necessary to protect its interests.
28. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, 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 Addenchan, Vendor certifies that Vendor's signature provides written verification to
Cit)� that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel dzn°ing the term of the
Agreement.
29. Reporting Requirements.
29.1. For purposes of this section,the words below shall have the following meaning:
29.1.1. Child shall mean a person under the age of 18 years of age.
29.1.2. 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.
Vendor Services Agreement—Technology(Rev. 8/19)
City Secretary Contract No.
29.1.3. 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.
29.1.4. 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.
29.2. Reporting Requirement.If Vendor 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,Vendor 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 Vendor to snake the report required herein may result in criminal and/or civil
penalties.
30. 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 Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit"C" 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.
31. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
(signature page follmvs)
Vendor Services Agreement—Technology(Rev. 8/19)
City Secretary Contract No.
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
Dana ffu-r4doR^ of this contract, including ensuring all
By: Dana Burghdoff ay15,2020) performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Date: 05/15/2020 By: Richard Lisenbee(May 6,2020)
Name: Rick Lisenbee
Approval Recommended: Title: Senior Manager,Water IT
Water Department
Cl/ftO.�&wnl i' Approved as to Form and Legality:
By: ChristopherH rder(May 14,202012:28 CDT)
Name: Chris Harder
Title: Director,Water Department
By. JB Strong(Mav 4.202014:24 CDT)
Attest: Name: John B. Strong
Title: Assistant City Attorney
Contract Authorization:
B U ! 0 �``` M&C:
Name: Mary Kayser
Title: City Secretary 1 -
VENDOR:
VAIRKKO Technologies,LLC
g�
By:
Brian Polackoff(May 6,202
Name: Brian Polackoff
Title: Vice President, Sales
Date: 05/06/2020
COR
FF
ITY SECRETARY
Vendor Serviecs Agreement—Technology(Rev. 8/19) FT WORTH,TA
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Vendor Services Agreement—Technology
About VAIRKKO
our mission: To create the most powerful, easy to use workfor e and operations
management software platform available to businesses of all types and sizes.
Since our doors opened in 2009 our unmatched dedication t our clients
transcends into each one of our Cloud Products.
Our vision: To offer superior products and cutting edge user experiences through
web-applications at affordable prices so that nearly all companies, big or small,
can utilize workforce management software.
We are good at: VAIRKKO has made a name for itself across thE United States and
globally through our expert team, superior products and world-class support and
training.
Proprietary Information Enclosed
About the Product
VAIRKKO offers web-based products delivered through a Software- s-A-Service model. This
means there are no cumbersome servers to buy or software to maintain and upgrade.
Certification Cloud is a web-based, fully-mobile solution to track yours illed workforce's
certifications, trainings, credentials, tests and much more. It's never been easier to maintain
compliance, reduce liabilities and avoid costly fines. Packed with features that meet and often
exceed enterprise clients' requirements for some of the most strict regulatory bodies such as
OSHA, FDA, EPA and many others.
AUDIT READY
With a single-source to store all trainings and certifications, tests, exams, qualifications and
licenses - preparing for an audit is a more efficient process with a highE r chance for success.
Track regulatory compliance requirements alongside internal trainings for a complete picture of
overall learning and compliance.
MEET TARGETS
Create goals and uniform standards across job functions and roles toe sure greater compliance
and create an environment of accountability throughout the organization.
IMPROVE QUALITY
With automatic email and text message reminders and alerts, improve tile quality of all
recorded data and the knowledge of your employees. Never worry abo it expired certifications
or trainings again.
TRACK MULTIPLE LOCATIONS and DEPARTMENTS
Separate Data by Company, Region, Location, Department & more to rr anage your enterprise
workforce's certifications and trainings.
APPROVAL WORKFLOWS
Easily review changes made in the system with a pending approval arez where changes can be
reviewed and approved/denied.
100% MOBILE READY
Access your data, run reports, assign or update records from your smat t phone, tablet, laptop or
desktop while at work, at home or on the go.
VPJIRWO
Proprietary Information Enclosed
TRACK ANYTHI YG FOR ANYONE - IT'S UNLIMITED
Create templates for certifications, trainings, credentials, medical records, tests, licenses and
more.
AUTOMATIC ALERTS
Automatic notifications sent to your staff, management team and HR teams for upcoming
expiring items, Nothing slips through the cricks or gets overlooked.
COMPLIANCE RULES & COLLECTIONS
Create powerful compliance rules and instantly see which employees are compliant or
non-compliant ased on job function/role. Additionally, create compliance rule collections to
audit employees against several compliance criteria at once.
BARCODE/ QR CODE VERIFICATION
Print and scan QR codes tied to your employees certification records tc view in the field or
on-the-job to e sure compliance. Perfect for audits or simply viewing employee data without
logging into the VAIRKKO platform.
UPLOAD DIGITAL COPIES
Upload digital copies of training/certification records directly into the s stem from any desktop,
tablet or camera enabled mobile phone.
ROADMAP BUI DER
Create unlimited Roadmaps; do your staff complete a series of training OR certifications and
upon completic n they are issued a final certification or credential? Ifs , Roadmaps are your
ticket!
STAFF SELF-SERVICE
Give your staff the ability to upload their own records from the self-service portal and then
simply approve them as they come in.
DETAILED REP RTS/ANALYTICS
Run reports such as certifications by employee, employee by certificate n, missing certifications,
certification matrix report and many others.
BULK EDITING
Easily update bulk records at once saving you time and energy. Update either activation or
expiration clatet for all employees or specific employee groups.
IMPORT/ EXPORT/ INTEGRATIONS
Import all of yo Ar data into the system to be up and running in no time and export your data at
any time for an reason. Integrates with most HR & Payroll systems.
VAJIMMO
Proprietary 1nforrnabon Enclosed
VAIRKKO's Infrastructure
General Facility Features
• 12,500 Square Feet Raised Floor
• Sub-floor Cable Management and Power Distribution
• Secure Cabinets with multi-keyed combination locks
• Category four(4) hurricane approved
• Not within a flood zone
• Conditioned AC Power
• 24" Raised Floor
• 24/7/365 Team Member Access
• 24/7/365 Network Operations Center
• Security Systems
• Biometric Fingerprint Readers
• Card/PIN Access
• Combination Lock Cabinets
• 24/7/365 Monitored Video Surveillance
Envtl. Controls/Redundancy
• Redundant Backup Power with Multiple UPS's and Generators
• 6.25 MW Generating Capacity
• Redundant Network Infrastructure
• Controlled Temperature and Humidity Via HVAC Units
• Dry Pipe/Gas Dual-action Fire Suppression System
• Geographic Diversity/Redundancy via Other Peak 10 Data Centc rs
Internet/Access
• Burst-able Speeds to 1 Gbps
• Diverse Fiber Entry Points: OC-12
• Internet/Network Access Options- DS-1, DS-3 or OC-X Connecti ity
• Carrier Access to: ATM, Frame relay, ISDN (BRI, PRI)
• Redundant Internet with Multiple Tier 1 providers
VANIRWO,
Proprietary Information Enclosed
Data Protection & Security
Disaster Recovery
• Daily Full Encrypted Backups
• On-Site and Off-Site Encrypted Password Protected Backups
• Bi-Annual Dry-Run Disaster Recovery Drills
• Multiple Equipment Procurement Options
• Hot/Warm/Cold Site Recovery
• Dedicated Work Area Recovery
• System status checks every 5 minutes
• Mobile Recovery Available
• Remote Monitoring
• Systems monitored 24/7/365
• Instant alerts to system engineers of outages
• Monitoring through multiple protocols (ping, TCP, UDP, Http, I-Ittps)
• System engineers on call 24/7
VAMIRWO
Proprietary;nforination Enclosed
Data Encryption / Protection
Traffic Encryption
• Network traffic is forced over SSL
• 256bit SSL Encryption
• Third Party Verification Processes
Data Encryption
• Data is protected using Military Grade Encryption
• Encryption keys utilize complex algorithms
Data Protection
VAIRKKO utilizes the latest methods and tools to ensure data privacy and security including
enterprise Virus Protection, Intrusion Prevention, Intrusion Detection, Geo-Based Security
to block entire regions (such as China, etc), Two-Factor authentication to access the
VAIRKKO infrastructure.Additionally all our servers are maintained with operating system
patching and updates on a set recurring schedule.
The VAIRKKO infrastructure was also designed with security in min . Utilizing network
methodologies such as DMZ,trusted and untrusted Forests, strict Fi ewall Access rules,
least privilege possible user accounts and so much more.
Policy Based Security is also enforced at VAIRKKO. Every team-member has a background
check run upon hire, and annually thereafter along with participation in our internal staff
security training sessions annually.
VANIZWO
Proprietary Information Enclosed
Support Services Offered
VAIRKKO's support and customer service are fanatical; but don't tale our word for it.
VAIRKKO has received 4.6 stars on the #1 software review site in the world;
hLtps:j/www.ca terra.com/12/lS3217/VAIRKI(O-Suite/# views.
VAIRKKO offers support through multiple channels. Below find a de cription about our
awesome support services:
Phone Support:
VAIRKKO provides phone support included with clients' subscriptio is. Our support and
customer service staff are standing by the phone waiting to assist yc u in anyway possible.
From answering a quick"how to"type question to even helping you configure your
platform if needed. Support is offered Monday- Friday 8am Eastern Time to 6pm Eastern
time.
Ticketing/ Email Support:
Getting support is as easy as sending an email.Just shoot an email over to
support(@vairklto.com and a ticket/case will be automatically created in our support
system and assigned to a support agent;you'll even get an automated email confirmation
letting you know your ticket has been received. If you're a bit old-fa hioned and you would
prefer to enter your support request into an online form we've got you covered there as
well.
On-Demand Video Tutorials
The VAIRKKO platform is extremely well documented. We offer shor t, easy to digest and
professionally created video tutorial videos on just about every aspect of the platform.And
with more videos added and updated each week it's never been easier to get the self-help
you need when you need it.
Knowledge Base
Keyword search our vast knowledge base of help articles and writte ri documentation filled
with step by step guides, FAQs and best practices 24 hours a day, 7 days a week; all right
from within the VAIRKKO platform.
VANIMO
Proprietary Information Enclosed
Setup Assistance / Onboarding / Training 1 on 1)
VAIRKKO provides a dedicated Onboarding Coach to every new client.We found over the
years this approach is the best way to guarantee our clients' success Every Onboarding
Coach is trained to assist our clients in all, but not limited to,the foll Dwing ways:
• Training administrators
• Training end-users
• Project Strategy
• Best Practices
• Tips and Tricks
• Importing of Clients' initial data including employee data,tra ning data and more
• System Configuration
• System Setup
VAIRKKO's training and onboarding is delivered through private we inars. This means your
team will work privately with your Onboarding Coach through servi es like
GoToMeeting/Webex/Zoom.
For those that know you can't remember everything being taught within a training session;
don't worry,VAIRKKO records all training sessions. This includes the audio and video of the
training session to capture in the recording every detail for you to rE watch at a later time as
reference or even in the event retraining might be needed. As your training sessions
progress they will be added to your very own private training playli t hosted by VIMEO.
Full Product Video Tour
Video Demo:
https://wwwvairkko.com/certification-cloud-full-length-video-de o (password: letmein)
Screenshots:
https://www.vairl(ko.com/certification-cloud-screenshots (password: letmein)
V;J1qWO
Proprietary Information Enclosed
Scope of Work
The following items VAIRKKO will provide to Client as part of their subs ription.
• 31.1 Track earned and in-progress training, certifications, and licenses with auto alerts and
document storage
• 31.2 Track regulatory/compliance requirements
+ 31.3 Set up automated notifications for upcoming and/or past due training
• 31.4 Ability to determine user access (Le.,trainee, manager, administrator)
• 31.5 Ability to create custom training/development plans for each employee
• 31.6 Assign training based on job role, location, position, etc.
31.7 Update training on multiple employees at once
• 31.8 Store training history
• 31.9 Produce reporting/analytics
• 31.10 Ability to create support tickets via help desk system and/or email to ask questions with
unlimited incidents.
• 31.11 Access to detailed knowledge base articles and pre-recorded to orial videos 24/7.
• 31.12 Telephone Technical Support, 8am to 5pm CST.
• 31.13 Access to data via secure API
e 31.14 Ability to import all certification/training template names and employee training data.
• 31.15 Ability to import all employee information including names, loc tions, departments,
contract details.
• 31.16 Recordings of all training sessions
• 31.17 One-on-one training
• 31.2 Technical Requirements
• 31.2,1 The system shall have the ability to search for information. (Ex. Name, address, phone
number, e-mail, etc.)
• 31.2.2 The system must support user name and password recovery
• 31.2.3 Prefer web solution over client server solution;
• 31.2.4 The system shall support user accounts for administrators and users
• 31.2.5 Prefer the system is able to support multiple devices (ex. Mobile,tablet, and computer)
31.2.6 The system shall allow for the retention of data as mandated by Records Retention
requirements
• 31.2.7 The system shall be able to export information into a usable fot mat upon demand. (Ex.
XLS, CSV, PDF, etc.)
• 31.2.8 The Vendor shall be able to manage the system on behalf of the City of Fort Worth with
all pages branded with the City of Fort Worth logo
• 31.2.9 The system shall support all versions of browsers. (Windows Edge/Internet Explorer,
Google Chrome, Mozilla Firefox, and Apple Safari.)
• 31.2,10 Use SQL Server 2012 or a higher version
• 31.2.11 The City must be provided with a backup of the database
VANIRWO
Proprietary Information Unclosed
• 31.2.12 Tool must allow employees to upload their own data, as well s offer the option for the
Vendor to upload it
• 31.2.13 Provide the City with an extract of the data
31.2.14 The City will own the data, 100%; the Vendor will have no rig is to the data
31.2,15 Have ability to import the City's data
• 31.2,16 Web based and HTML 5 compatible
• 31.2.17 Not require any third party plug-ins
31.2.18 Encrypt all data
• 31.2.19 Upload data from PeopleSoft
• 31.2.20 Must explain the Security Measures taken by the company to secure data. Examples:
antivirus programs, planned updates, intrusion protection, background checks on employees,
firewalls, segmentation of the network, DMZs.The system shall have the ability to search for
information. (Ex. Name, address, phone number, e-mail,etc.)
AFAShk
VAJIMMO
Proprietary Information Gnclosed
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
VAIRKKO TRAINING MANGEMENT SOFTWARE QUOTE
# QUANTITY ITEM DESCRIPTION UNIT TOTAL
1 1000 Certification Cloud Track trainings,certifications and more to help achieve compliance. Auto $0.49 $ 490.00
alerts,document storage.
2 1000 Priority Support:Email Ability to create support tickets via help desk system and/or email to ask 0.00 0.00
questions;Unlimited Incidents
3 1000 Priority Support:KB/Videos Access to detailed knowldege base articles and pre-recorded tutorial 0.00 0.00
videos 24/7
4 1000 Priority Support:Phone Telephone Technical Support,8am to 5pm CST 0.00 0.00
5 1000 Standard API Access Access to data via secure API 0.00 0.00
ONE TIME FEES
1 1 Initial Data Import Ability to import all certification/training template names and employee 0.00 0.00
training data.
2 1 Initial Data Import Ability to import all employee information including names,locations, 0.00 0.00
departments,contact details,etc.
3 1 Recorded Launch Pack Sessions Recordings of all training sessions are to be made available 0.00 0.00
4 1 Onboarding Coaching Sessions: 10 hours of one-on-one expert guided training 0.00 0.00
Standard Launch Pack
Total Term Service Fees $5,880.00
Vendor will be compensated at$.49 per user,for the first 1,000 users.
Payment terms are Net 30.
Vendor Services Agreement—Technology
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
VAIRKKO Technologies,LLC
13200 Strickland Rd.,Suite 114-233,Raleigh NC 27613
Services to be Provided: a Training and Certification Management System
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment
or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is frilly entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
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 Vendor.
1. Name: Sv<, -�\C
Position:14
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: ;F)°IaH
ignature of President/CEO
Other Title: vc r
Date:
City Secretary Contract No.
INTEROFFICE MEMORANDUM
DATE: 05/15/2020
TO: Financial Management Services Dept. —Purchasing Division
City Secretary's Office
FROM: Water Department
RE: Bid No 20-0070 Training and Certification Management System; Purchase
Pursuant to Ordinance No. 24089-03-2020.
The City Manager has authorized the purchase described in the above-referenced Bid. This
purchase (i) can be handled via purchase order; (ii) does not require the provision of any services
necessitating a more formal contract; and (iii) does not require an appropriation ordinance to
complete the procurement.
The City Manager is authorized to approve this purchase pursuant to Ordinance No. 24089-03-
2020 which was passed by the Fort Worth City Council on Marchl9, 2020.
Purchase description:
VAIRKKO Technologies will provide a Training and Certification Management System for the
Water Department.
APPROVED:
Dn Brhaff
Dana Burghdoff ay 15,2020)
Assistant City Manager
Vendor Services Agreement—Technology