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Home My WebLink AboutContract 54264 CSC No.54264 F+oRT W URTH DATA TRANSFER AGREEMENT (Information Technology) This Data Transfer 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 Cynergyze Consulting ("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.The term "City"shall include its officers, employees,agents,and representatives. 1. Data Transfer.Vendor hereby agrees,with good faith and due diligence,to provide the City with all data related to the Cynergyze ID Management Database Suite and further.referred to herein as the "Data" in a flat file format. 2. Contact List. Vendor hereby agrees to provide City with a detailed list of contacts and associated agency information for radio system owners in the North Central Texas Council of Governments region. 3. Regional Ranee Coordination and Administration and ID Management DB System Reports. Vendor hereby agrees to provide City with the following reports: 3.1. 7M Range Coordination Update(Dec 2019) 3.2. 7M Range Overview(Master) 3.3. 7M Range Owners Table(Master) 3.4. 7M Range Assignment MoU—Blank Template ,,�}- 3.5. ID Management Training Deck(TxSWIC ofc) p� 3.6. CONNCT System Summary ,n-� 3.7. CynergyzeDB CONNCT Sys Summary Rpt(2-3-20) > 6 ' 4. Cynergyze Database. City hereby agrees that it will not use the Cynergyze ID Management Database Suite software-or the CONNCT Unit ID Request Form Workbook (v22) (Oct-FINAL) (XL)in any manner. 5. Vendor Consideration. City hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES Vendor from any and all claims, complaints, obligations, promises, agreements, causes of action, debts, demands, costs, losses, damages, and expenses(including,without limitation,attorneys'fees)whatsoever,pled or unpled, other than any arising from a breach of this Agreement,under any municipal,local,state,or federal law, common or statutory, for any actions or omissions whatsoever, whether known or unknown, fixed or contingent,liquidated or unliquidated, specifically including,but not limited to,any claim arising from the Data which existed or may or could have existed prior to, or contemporaneousl with,the execution of this Agreement. OFFICIAL RECORD CITY SECRETARY Data Transfer Agreement FT.WORTH,TX Page 1 of 4 6. City Forms. Vendor hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES City from any and all claims, complaints, obligations, promises, agreements, causes of action, debts, demands, costs, losses, damages, and expenses(including,without limitation, attorneys'fees)whatsoever,pled or unpled, other than any arising from a breach of this Agreement,under any,municipal,local,state,or federal law, common or statutory, for any actions or omissions whatsoever, whether known or unknown, fixed or contingent,liquidated or unliquidated,specifically including,but not limited to,any claim arising from City's use of certain forms that organize the Data since March 1,2015, including but not limite to: 6.1. CFW P25 Radio Network Agency Radio ID and Access Request Form 6.2. Subscriber Asset Management MCM Update Request 7. INTELLECTUAL PROPERTY INFRINGEMENT. 7.1. Vendor warrants that the Data, or any part thereof, furnished hereunder does not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary right. 7.2. 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 the Data, or any part thereof. 7.3. 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 Data, 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 misuses the Data. 8. 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. 9. 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 future occasion. 10. 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. Data Transfer Agreement Page 2 of 4 11. 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. 12. 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 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. 13. 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. 14. Amendments. No amendment of this Agreement shall be binding upon a parry hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 15. 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. 16. 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 parry's original signature is not delivered. (signature page follows) Data Transfer Agreement Page 3 of 4 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 By: Valerie (Aug 10,202016:32CDT) performance and reporting requirements. Name: Valerie Washington Title: . Assistant City Manager ��gn Girfon Aug 10, 2020 By: Alan Girton(Aug 10,202010:16 CDT) Name: Alan Girton APPROVAL RECOMMENDED: Title: Senior IT Manager APPROVED AS TO FORM AND LEGALITY: By: Name'Kevin Gunn 0`I Title:Director—IT Solutions By: JBStrong(Aug l , 02015:09CDT) 0444UQ §'O;% oOoRroaa Name: J.B. Strong ATTEST: pro° V' Title: Assistant City Attorney Pva o=A Ppa*o°° o*� aa��nE�ASppp - By: Name: Mary J. Kayser Title: . City Secretary VENDOR: �' I l l►c By: Name: �N Title: aieo bLyneir Date: 'IS30LLl 2 OFFICIAL RECORD CITY SECRETARY Data Transfer Agreement FT.WORTH,TX Page 4 of 4