HomeMy WebLinkAboutContract 56070 CSC No.56070
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of
Fort Worth, ("City"), a Texas home rule municipal corporation and Selectron Technologies, Inc.
an Oregon corporation ("Vendor" or "Seller") for Vendor's provision of PremierPro Support
Services for Vendor's Interactive Voice Response system and support services for Vendor's
Virtual Hold system to City as further described on page 9 of the Cooperative Contract
("Services").
The Coop Purchase includes the following documents (collectively, Cooperative
Documents") which shall be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B—GSA Contract GS-35F-0315X ("Cooperative Contract");
3. Schedule C—Vendor's Quote;
4. Schedule D—Conflict of interest Questionnaire;
5. Schedule E—Network Access Agreement; and
6. Schedule F - Selectron Software License
All the Schedules which are attached hereto and incorporated herein are made a part of this Coop
Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement and the
Cooperative Contract, then the Fort Worth Agreement shall control, but only to the extent allowable
under the Cooperative Contract.
City shall pay Seller in accordance with the provisions of this Coop Purchase and
the Cooperative Contract. Total payment made under this Agreement for the first contract year by
City shall be in the amount of ninety-eight thousand, nine hundred sixty-eight dollars and eight
cents ($98,968.08). Seller reserves the right to increase the fees due for each Renewal Term by up
to five percent (5%) each contract year. Seller shall not perform any additional services or bill for
expenses incurred 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 Seller not specified by this Agreement unless City first approves such expenses in writing.
The Coop Purchase shall become effective on April 6, 2021 (the "Effective Date") and
shall expire on April 5, 2022, one (1) year after the Effective Date (the "Initial Term"), unless
terminated earlier in accordance with the provisions of the Cooperative Documents or otherwise
extended by the parties. The Coop Purchase may be renewed for four (4) one-year renewals at
City's option (each a "Renewal Term," and together with the Initial Term the "Term"). City shall
provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end
of each term.
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
OFFICIAL RECORD
(signature page follows) CITY SECRETARY
FT. WORTH, TX
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
By: Dana Burghdoff(Ju121,20 9:56 CDT
administration of this contract, including
Name: Dana Burghdoff ensuring all performance and reporting
Title: Assistant City Manager
Date: Jul 14,2021 requirements.
GViCCig�r�giZey
By: ..Vi�)i,m 6ai)ey(Jul 8,20211 48 CST)
Approval Recommended: Name: William Bailey
Title: IT Manager, Water Department
By: Ka (Jul 14,202115:07 CDT)
Name: Chris Harder Approved as to Form and Legality:
Title: Director, Water Department
�,od-aonn��
��,*� 00-'.
FORT�'paa� By: �..-�
Attest:
°'j' Name: Taylor Paris
°
°
P� -( Title: Assistant City Attorney
000000000
E°°°°°5BY- (Ou12a120�211/2:47CDT) o a-
d
�nn�o�o
Name: Ron Gonzales Contract Authorization:
Title: Acting City Secretary M&C: n/a
VENDOR:
Selectron Technologies, Inc.
By: Todd Johnston 2f,202109:01 PDT)
Name: Todd A. Johnston
Title: President
Date: J u l 8,2021
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX
SCHEDULE A
Fort Worth General Terms and Conditions (this "Agreement")
Terms that are capitalized but not defined in this Agreement will have the meanings given to them in the
Cooperative Documents (as defined in the Cooperative Purchase).
1. PUBLIC INFORMATION.
Any information submitted to the City of Fort Worth(the "City") may be requested by a member
of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002,
552.128(c)(West Supp. 2006).If the City receives a request for a Seller's proprietary information,the Seller
listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney
General's Office (the "AG")regarding reasons the Seller believes that its information may not lawfully be
released. If Seller does not make arguments or the AG lawfully rejects the arguments Seller makes, Seller's
information will be released without penalty to the City.
2. TERMINATION.
2.1. Written Notice. City or Seller may terminate this Agreement at anytime and for any reason
by providing the other party with 30 days' written notice oftermination.
2.2. Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Seller 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 City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
2.3. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the expiration of the then current term, City shall pay Seller for services actually rendered up to the
effective date of termination and Seller shall continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Seller shall provide City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Seller has received access to City Information or
data as a requirement to perform services hereunder, Seller shall return all City provided data to City in a
machine readable format or other format deemed acceptable to City.
3. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
3.1. Disclosure of Conflicts. Seller hereby warrants to City that Seller has made full disclosure
in writing of any existing or potential conflicts of interest related to Seller's services under this Agreement.
In the event that any conflicts of interest arise after the Effective Date of this Agreement, Seller hereby
agrees immediately to make full disclosure to City in writing.
3.2. Confidential Information. Seller,for itself and its officers,agents and employees,agrees that
it shall treat all information provided to it by City("City Information")as confidential and shall not disclose
any such information to a third party without the prior written approval of City.
3.3. Unauthorized Access. Seller 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. Seller shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event, Seller shall, in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
4. RIGHT TO AUDIT.
Seller agrees that City shall, until the expiration of three (3) years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records, of Seller involving transactions relating to this Agreement at no
additional cost to City. Seller agrees that City shall have access during normal working hours to all
necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Seller reasonable advance notice of
intended audits.
5. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Seller shall operate as an independent contractor as to all
rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Seller
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,consultants and subcontractors. Seller
acknowledges that the doctrine of respoudeat superior shall not apply as between City, its officers, agents,
servants and employees, and Seller, its officers, agents, employees, servants, and subcontractors. Seller
further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Seller. It is further understood that City shall in no way be considered a Co-employer or
a Joint employer of Seller or any officers, agents, servants, employees or subcontractor of Seller. Neither
Seller, nor any officers, agents, servants, employees or subcontractor of Seller shall be entitled to any
employment benefits from City. Seller 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 subcontractor.
6. LIABILITY AND INDEMNIFICATION.
6.1. LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TOANYAND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT DIRECTLY CAUSED BY THE GROSSLY NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. IN NO EVENT WILL SELLER BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR THE COOPERATIVE DOCUMENTS UNDER ANY
LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT, TORT(INCLUDING
NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY. (A) CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY,SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B)
INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION,
REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION, (D) USE, INABILITY
TO USE, LOSS, INTERRUPTION, DELAYOR RECOVERY OFANYDA TA, OR BREACHOFDATA
OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH
CASE REGARDLESS OF WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES OR SUCHLOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT WILL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT AND THE COOPERATIVE DOCUMENTS UNDER ANY LEGAL OR
EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE),STRICT LIABILITY,AND OTHER WISE EXCEED THE TOTAL AMOUNTS PAID
TO SELLER UNDER THE COOPERATIVE DOCUMENTS IN THE TWELVE(12)MONTHPERIOD
PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
6.2. GENERAL INDEMNIFICATION- SELLER HEREBY COVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROM AND AGAINST ANY AND ALL TIIIRD PARTY CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT TO THE EXTENT
CAUSED BY THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
SELLER,ITS OFFICERS,AGENTS, SERVANTS OREMPL0YEES.
6.3. INTE,L,L,E.CTUAL. PROPERTY INDEMNIFICATION— Seller agrees to defend, settle,
or pay, at its own cost and expense, any third party claim or action against City for infringement of
any U.S.patent,copyright,trade mark,trade secret,or similar property right arising from City's use
of the Services in accordance with this Agreement,it being understood that this agreement to defend,
settle or pay shall not apply if City modifies or misuses the Services. So long as Seller bears the cost
and expense of payment for claims or actions against City pursuant to this section, Seller shall have
the right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, City shall have the right to fully
participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's
interest at City's sole cost and expense, and City agrees to cooperate with Seller in doing so. City
agrees to give Seller timely written notice of any such claim or action, with copies of all papers City
may receive relating thereto. Except for City's participation in the settlement, negotiations,or lawsuit,
City's assumption of payment of costs or expenses shall not eliminate Seller's duty to indemnify City
under this Agreement. if the Services or any part thereof is alleged or held to infringe any third
party's rights or the City's use thereof is enjoined or restrained or threatened to be enjoined or
restrained, if as a result of a settlement or compromise such use is materially adversely restricted,
Seller shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Services; or(b)modify the Services to make it non-infringing,provided that such
modification does not materially adversely affect City's authorized use of the Services; or(c) replace
the Services with equally suitable,compatible, and functionally equivalent non-infringing services at
no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Seller terminate this Agreement, and refund all amounts paid to Seller by City for services not
rendered prior to the effective termination date.Foregoing will be the City's exclusive remedy in the
event of threatened or actual infringement of the Services.
7. ASSIGNMENT AND SUBCONTRACTING.
7.1. Assignment. Seller shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment, the
assignee shall execute a written agreement with City and Seller under which the assignee agrees to be bound
by the duties and obligations of Seller under this Agreement. Seller and Assignee shall be jointly liablefor
all obligations of Seller under this Agreement prior to the effective date of the assignment.
7.2. Subcontract. Tf City grants consent to a subcontract, sub Seller shall execute a written
agreement with Seller referencing this Agreement under which sub Seller shall agree to be bound by the
duties and obligations of Seller under this Agreement as such duties and obligations may apply. Seller shall
provide City with a fully executed copy of any such subcontract.
S. INSURANCE.
Seller shall provide Citywith certificate(s)of insurance documenting policies of the following types
and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this
Agreement:
8.1. Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Coverage in accordance with the applicable State statutory limits according to
state workers' compensation laws where the work is being performed, but in no
event coverage less than:
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease; policy limit
(d) Professional Liability(Errors &Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
8.2. General Requirements
(a) The commercial general liability and automobile liability policies shall name 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.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to 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, 200 Texas Street,Fort Worth, Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) 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 isrequired.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Seller has obtained all required insurance
shall be delivered to the City prior to Seller proceeding with any work pursuant to
this Agreement.
9. COMPLIANCE WITH LAWS, ORDINANCES.RULES AND REGULATIONS.
Seller agrees that in the performance of its obligations hereunder,it shall comply with all applicable
federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection
with this Agreement when used in accordance with the terms of this Agreement will also comply with all
applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Seller of any
violation of such laws,ordinances,rules or regulations,Seller shall immediately desist from and correct the
violation.
10. NON-DISCRIMINATION COVENANT.
Seller, for itself, its personal representatives, assigns, subsellers and successors in interest, as part
of the consideration herein, agrees that in the performance of Seller'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 SELLER, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBSELLERS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
11. 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 CITY: To SELLER:
City of Fort Worth Selectron Technologies,Inc.
Attn: Dana Burghdoff,Assistant City Manager Attn: Todd Johnston,President
200 Texas Street 12323 SW 66"Avenue
Fort Worth,TX 76102-6314 Portland,Oregon 97223
With copy to Fort Worth City Attorney's Office at
same address
12. SOLICITATION OF EMPLOYEES.
Neither City nor Seller 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. Notwithstanding the
foregoing, this provision shall not apply to an employee of either party who responds to a general
solicitation of advertisement of employment by either party.
13. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or
surrender any of its governmental powers or immunities.
14. NO WAIVER.
The failure of City or Seller 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 City's or Seller's
respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
15. GOVERNING LAW/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 pursuant to this Agreement,venue for
such action shall lie in the United States District Court for the Northern District of Texas, Fort Worth
Division.
16. 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.
17. FORCE MAJEURE.
City and Seller 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, 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, epidemics or pandemics, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
18. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
19. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised 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 A,B, andC.
20. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
21. ENTIRETY OF AGREEMENT.
The Cooperative Documents,including this Agreement and Exhibits A,B and C,contains the entire
understanding and agreement between City and Seller, 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.
22. COUNTERPARTS.
The Cooperative Documents 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.
23. WARRANTY OF SERVICES.
Seller warrants that its services will be of a high 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 Seller's option and as City's sole remedy, Seller
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 City to Seller for the nonconforming services. EXCEPT
FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 23, THE SERVICES ARE
PROVIDED "AS IS" AND SELLER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SELLER SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET
FORTH IN THIS SECTION 23, SELLER MAKES NO WARRANTY OF ANY KIND THAT THE
SERVICES OR THE RESULTS OF THE RECEIPT THEREOF,WILL MEET CITY'S OR ANY OTHER
PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED
RESULT,BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES,
OR BE SECURE,ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
24. IMMIGRATION NATIONALITY ACT.
Seller shall verify the identity and employment eligibility of its employees who perform work under
this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request
by City, Seller shall provide City with copies of all I-9 forms and supporting eligibility documentation for
each employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws
as well as establish appropriate procedures and controls so that no services will be performed for City by any
Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO SELLER'S VIOLATIONS OF THIS PARAGRAPH.City,upon written notice to Seller, shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
25. RESERVED.
26. 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 hereto,
may be executed by any authorized representative of Seller whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
27. CHANGE IN COMPANY NAME OR OWNERSHIP
Seller shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Seller or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation. Failure to provide documentation indicating such
changes may adversely impact future invoice payments.
28. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller 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,Seller certifies
that Seller's signature provides written verification to the City that Seller: (1)does not boycott Israel;
and(2)will not boycott Israel during the term of thecontract.
SCHEDULE B
GSA CONTRACT GS-35F-0315X
httlls://www.gsaadvantao.e.gov/ref GS-
35F-0315X SELECTRONSCHEDPLTEXTFILEMOD0020REV020321.PDF
SCHEDULE C
SELECTRON TECHNOLOGIES, INC. QUOTE
low -: Selectron Service Renewal
TECHNOLOGIES , INC
Date Renewal#
12323 SW 66th Avenue 2/26/2021 4286-R
Portland, OR 97223
Bill To:
City of Fort Worth
Water Department
Water&Sewer Administration
200 Texas St
Fort Worth,TX 76102
Renew Before
GSA Contract#GS-35F-0315X 9/15/2021
SIN Part No. Qty Description Rate Total
132-33 PP-SM 1 10/01/2021-09/30/2022 PremierPro Support Services for 34,S4S.00 34,S4S.00
VoiceUtility IVR System
VH 1 10/1/2021-09/30/2022 Virtual Hold Support Services 12,830.00 12,830.00
A/R Contact-Sara Engel (503) S97-3304
sengel@Selectron.com Subtotal $47,375.00
Remit Payment To: Sales Tax(0.0%) $0.00
Selectron Technologies, Inc.
12323 SW 66th Avenue Total
$47,375.00
Portland, OR 97223
® Selectron Quote WE6158B
TECHNOLOGIES , INC. May 4,2021
Quote is Valid for 90 Days
PREPARED FOR: City of Fort Worth, TX— Water Department
GSA Contract # GS-35F-0315X
GSA Quote — Professional Services for additional outbound dialer configurations
and system modifications
SIN ,Part# Description Quantity NET GSA Rate EXT GSA Price
PS-WSSLS Standard Labor Rate with Active 308 $ 167.51 $ 51,593.08
Support
TOTAL SYSTEM INVESTMENT. $ 1 :
Page 1 of 1
SCHEDULE D
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICELISEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who pate Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a),
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the dale the vendor becomes aware of facts that require the statement to be
filed, See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An
offense under this section is a misdemeanor.
1 !Name of vendor who has a business relationship with local governmental entity.
Selectron Technologies, Inc.
z
❑ Check this box it you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
None
Name of Officer
4 Describe each employment or other business relationship with the local government officer, or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
None
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
F1 Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes F-1 No
Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
None
s
ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
4/1/2021
Sigria a of vendi r doing b siness with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
SCHEDULE E
NETWORK ACCESS AGREEMENT
This Network Access Agreement("Agreement")is made and entered into by and between the City
of Fort Worth ("City"), a home rule municipal corporation with its principal location at 200 Texas Street,
Fort Worth, Texas 76102, organized under the laws of the State of Texas and Selection Technologies,
Inc. an Oregan corporation,with its principal location at 12323 SW 66"'Avenue,Portland,Oregon 97223
("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide software,
maintenance, support, and professional services for the Selection Interactive Voice Response
system and the Virtual Hold System. In order to provide the Services Vendor needs access to the City's
Water Department Network.
2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing software, maintenance, support, and professional services
for the Selectron Interactive Voice Response system and the Virtual Hold System. Such access is
granted subject to the terms and conditions set 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 Vendor with Network credentials consisting
of user TDs and passwords unique to each individual requiring Network access on behalf of the Vendor. 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. Otherwise, access rights will automatically expire one(1)year
from the date of this Agreement ("Expiration Date"). Vendor will not be responsible for its inability to
perform services for the City due to it inability to access the Network after the Expiration Date.
❑ Services are being provided in accordance with City Secretary Contract No.
("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No.
("PSK#")
® Services are being provided in accordance with the Agreement to which this Access Agreement is
attached. ("Contract")
❑ No services are being provided pursuant to this Agreement.
4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK
#. Tf there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion,
at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services,Vendor
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. Vendor officers, agents, servants, employees or representatives
may not share the City-assigned user TDs and passwords. Vendor acknowledges, agrees and hereby gives
its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or
representatives,of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Vendor's Data,terminate the Agreement.
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,Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Vendor, its officers,
agents, servants, employees and/or representatives to access the City's Network.
7. Information Security.Vendor agrees to make everyreasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor 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 Vendor-owned equipment that contains City-provided access software, termination or
resignation of officers,agents,servants,employees or representatives that continue to have access to valid
City-provided Network credentials after such termination or resignation, and unauthorized use or sharing
of Network credentials.
S. LIABILITY AND INDEMNIFICATION. SUBJECT TO THE LIMITATIONS OF
LIABILITY IN THE FORTH WORTH GENERAL TERMS AND CONDITIONS, VENDOR
SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR
DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT
VENDOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF
ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY
VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. IN ADDITION, SUBJECT
TO THE LIMITATIONS OF LIABILITY IN THE FORTH WORTH GENERAL TERMS AND
CONDITIONS, VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT
CAUSED BY THE GROSSLY NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES.
SUBJECT TO THE LIMITATIONS OF LIABILITY IN THE FORTH WORTH GENERAL
TERMS AND CONDITIONS, VENDOR, AT VENDOR 'S OWN COST OR EXPENSE, HEREBY
AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY THIRD PARTY
CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME
ARISES FROM THE GROSSLY NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL
MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS, SERVANTS OREMPLOYEES.
9. Confidential Information. Vendor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Vendor
further agrees that it 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.
10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal
terms, and until the expiration of three(3)years after termination or expiration of this contract,have access
to and the right to examine at reasonable times any directly pertinent books, data, documents,papers and
records, both hard copy and electronic, of the Vendor involving transactions relating to this Agreement.
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 reasonable advance notice of intended audits.
Vendor further agrees to include in all its subcontractor agreements that permit such subcontractors to
access the Network hereunder a provision to the effect that the subcontractor agrees that the City shall,
during the initial term, any renewal terms, and until expiration of three (3) years after termination or
expiration of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, data, documents,papers and records,both hard copy and electronic, 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
reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements,understandings or acknowledgments with the City signed by Vendor.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null andvoid.
14. Severahility. Tf 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.
15. Force Majeure. Each party shall exercise its best efforts to meet its 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, epidemics or pandemics,
material or labor restrictions by any governmental authority, transportation problems and/or any other
similar causes.
16. Governing Law/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 the United States District Court for the Northern District
of Texas,Fort Worth Division.
17. Signature Authority. By affixing a signature below, the person signing this Agreement
hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions
in this agreement and 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. The
other party is fully entitled to rely on this warranty and representation in entering into this Agreement.
[Signature Page Follows]
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
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
T> T
By. Dana Burghdoff(JuI21,20 56CD ensuring all performance and reporting
Name: Dana Burghdoff requirements.
Title: Assistant City Manager
Date: Jul 21, 2021
WiZ/iaw xazze�
By: V1111 Iam Ba l ley(Ju 18,2021 1:48CDT)
Approval Recommended: Name: William Bailey
Title: IT Manager
Approved as to Form and Legality:
By: Ka (Jul 14,202115:07CDT)
Name: Christopher Harder
Title: Director, Water Department
By:
Attest: Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
By: Ronald P.Gon ies(A21,2D DTJ M&C: n/a
Name: Ron Gonzales
Title: Acting City Secretary
VENDOR:
Selectron Technologies, Inc.
By: Todd Johnston(Jy ,202109:01 PDT)
Name: Todd A. Johnston
Title: President
Date: Jul 8, 2021
Network Access Agreement(Rev. 8/28/19) Page 4 of 4
SCHEDULE F
SELECTRON TECHNOLOGIES, INC.
SOFTWARE LICENSE AGREEMENT
Selectron
.
Software License Agreement
This Software License Agreement("SLA"or this"Agreement")is entered into by and between Selectron Technologies,Inc.an Oregon
corporation and its successors and assigns (collectively, "Company"), and the City of Fort Worth, Texas ("Customer"). Company
agrees to allow Customer to use Company's computer software and associated media and printed materials,which may or may not
include electronic documentation and documentation available via the Internet(collectively,the"Software"), under the terms and
conditions of this SLA. By signing below,and/or by installing or otherwise using the Software with Company's permission,Customer
agrees to be bound by the terms of this SLA.
1. Grant of License. third party on a permanent basis, provided that(i)Customer
Subject to the terms and conditions of this SLA, Company notifies Company of the transfer in advance of the transfer,-
grants to Customer a non-exclusive, non-sublicensable, non- (ii) Customer ceases all use of the Software and retains no
transferable and non-assignable (except as specifically set copies of the Software after the transfer; and (iii) the third-
forth herein), and limited license to install and use the party recipient expressly agrees in writing to the terms of this
Software solely during the Term of this Agreement (the SLA and provides the signed SLA to Company. In the event of
"License"). The License entitles Customer to install and use such a transfer, Customer agrees to pay any additional
the Software at its principal place of business solely on a installation,set-up,or training fees arising out of the transfer
single computer(unless Customer is authorized to install and of the Software to the third party(to the extent that the third
use the Software on more than one computer,as set forth in party refuses or fails to pay such fees). Customer further
that certain Professional Services Agreement between the agrees to allow Company or its representatives onto
parties), and solely for Customer's internal business use. A Customer's premises to ensure that Customer has ceased all
license for each active server,test server, or fail-over server use of the Software and not retained any copies of the
must be expressly purchased for the specific use of the Software.
Software on each server. Except as otherwise notified by
Company,the Software may not be used in connection with 3.2 Limitation on Reverse Engineering, Decompilation,and
any software not acquired from Company or recommended Disassembly. Customer may not, and may not permit any
in writing by Company specifically for use with the Software. employee or third party to, reverse engineer, decompile,
Except as expressly set forth in this Section 1, no other right translate, or disassemble the Software, or otherwise
or license is granted to Customer with respect to the determine or attempt to determine any source code,
Software. algorithms,methods,or techniques used or embodied in the
Software, except and only to the extent that applicable law,
Use of the Software requires that Customer use, as part of notwithstanding this limitation, expressly permits such
the Software, certain third-party Runtime-Restricted Use activity.
Software. By agreeing to this Agreement and installing and
using the Software, Customer agrees to all terms and 3.3 Other Use Restrictions. Customer may not use the
conditions set forth in the End User License Agreement(s) Software for any purpose other than for use on Customer's
including those attached in Exhibit A. own internal computer networks, as set forth in this SLA.
Customer agrees to comply with all applicable laws, rules,
2. License Fee. and regulations in its use of the Software. Customer may not,
Customer agrees to pay a license fee for the above-granted and may not permit its employees or any third party to, (i)
license, as set forth in accordance with the terms of that modify, translate, or create derivative works based on or
certain Professional Services Agreement between Company derived from the Software;(ii)remove or alter any copyright,
and Customer(the"License Fee"). The Professional Services trademark,or other proprietary notices,legends,symbols,or
Agreement sets forth a payment schedule and payment labels appearing on or in the Software; (iii)perform, or
terms for the License Fee, which are incorporated into and release the results of,benchmark tests or other comparisons
made a part of this Agreement by this reference. of the Software with other software, media, or materials;
(iv)permit the Software to be used for or in connection with
3. Other Rights and Limitations. processing data or other information on behalf of any third
3.1 Transfer of Software. Customer may not rent, lease, party;or(v)incorporate the Software or any portion thereof
distribute, sell, assign, pledge, sublicense, loan, timeshare, into any other materials,products,or services.
otherwise transfer, or otherwise use the Software for the
commercial or other benefit of third parties, but Customer
may transfer the use of the Software from Customer to a
3.4 Notice to Users. national or resident of any such country or on any such list.
Customer shall inform all Customer employees who use the Customer further agrees to comply with the United States
Software under the License of all terms and conditions of the Foreign Corrupt Practices Act,as amended.
SLA, and Customer acknowledges and agrees that it is
responsible for all such employee usage of the Software. 7. Representations and Warranties;Warranty Disclaimer
7.1 Customer represents and warrants that(a)it has full right
In the event of any violation of this Section 3,Licensor may and power to enter into and perform its obligations under
immediately terminate this Agreement in accordance with this Agreement,and(b)it will take all reasonable precautions
Section 12. to prevent injury to any persons (including employees of
Company)or damage to Company's property during the Term
4. Copyright. of this Agreement.
The Software is licensed, not sold. Customer acknowledges
and agrees that Company or its suppliers own title to the 7.2 Company represents and warrants that(a)it has full right
Software and all present and future copyrights,trade secret and power to enter into and perform its obligations under
rights, patent rights, trademark rights, and all other this Agreement,and(b)it will take all reasonable precautions
intellectual property and proprietary rights in and to the to prevent injury to any persons (including employees of
Software(including without limitation, all source and object Customer) or damage to Customer's property during the
code, algorithms, techniques, methods, images, "applets," Term of this Agreement.
photographs,animations,video,audio,music,text,and other
content comprising and/or incorporated into the Software), 7.3 Company warrants that the Software will perform
accompanying printed materials, the copy of the Software substantially in accordance with the specifications set forth
that Customer is permitted to make under Section 3.3, and in the Scope of Work to the Professional Services Agreement,
all updates and upgrades to and versions and derivative for a period of one (1) year from the date of the Contract
works of the foregoing. Customer may not copy or transfer Execution,as that term is defined in the PremierPro Support
the Software,except as expressly provided in Section 3 of this and Maintenance Agreement, Exhibit A. Any changes or
Agreement. Customer may not copy the printed materials modifications to the Software by any person other than
accompanying the Software without Company's prior written Company,or any combination of the Software with any other
approval in each instance of such proposed copying. materials by any person other than Company, voids this
limited warranty. This limited warranty is also void if failure
5. Dual-Media Software. of the Software results from transportation,neglect,misuse,
Customer may receive the Software in more than one or misapplication of the Software by any person other than
medium. Regardless of the type or size of media Customer Company; from any accident beyond Company's control;
receives, Customer may use only the single medium that is from use of the Software not in accordance with this
appropriate for Customer's single computer. Customer may Agreement or documentation provided in connection with
not use or install the other media on another computer. the Software;or from Customer's failure to provide a suitable
Customer may not loan, rent, lease, distribute, sell, assign, installation or use environment for the Software.
pledge, sublicense, timeshare, or otherwise transfer the
media to another user or use the media for the commercial 7.4 The express warranties in Section 7.2 and 7.3 set forth
or other benefit of any third party, except as part of the above are in lieu of all other warranties,express,implied or
permanent transfer of the Software under Section 3.1 of this statutory,arising from or related to this agreement and the
Agreement. Software provided to customer hereunder, including, but
not limited to, any implied warranties of merchantability,
6. Export Restrictions. fitness for a particular purpose,title,and non-infringement
The Software is subject to the export control laws of the of third party rights. Customer acknowledges that it has
United States and other countries.Customer may not export relied on no warranties other than the express warranties
or re-export the Software,unless Customer has first obtained in Section 7.2 and 7.3 of this agreement. Except for the
Company's prior written permission and the appropriate express warranty in Section 7.3 of this Agreement,Company
United States and foreign government licenses, at provides the software to customer "as is" and "as
Customer's sole expense. Customer must otherwise comply available,"and does not warrant that the Software will be
with, and contractually require that all of its employees uninterrupted or error free, and hereby disclaims any and
comply with, all applicable export control laws and all liability in connection therewith.This warranty disclaimer
regulations in the use of the Software. The Software may not is made regardless of whether Company knows or had a
be downloaded or otherwise exported or re-exported(a)into reason to know of Customer's particular needs. No
any country for which the United States has a trade embargo, employee, agent, dealer or distributor of Company is
or (b)to anyone on the U.S. Treasury Department's list of authorized to modify this limited warranty, or make any
Specially Designated Nationals or the U.S. Commerce additional warranties, whether orally, in writing, or
Department's Denied Persons List. Customer represents and otherwise. This Section 7.4 shall be enforceable to the fullest
warrants that it is not located in, under the control of, or a extent permitted by applicable law.
In order to enable code development,and Customer support
8. Customer Remedies;Limitation of Liability. and maintenance of the Software(if purchased by Customer
8.1 If Customer finds what it reasonably believes to be a pursuant to a separate support and maintenance
failure of the Software to substantially conform to the agreement), Company requires remote access capability.
functional specifications in the Scope of Work, and provides Remote access is normally provided by installing PC-
Company with a written report that describes such failure in Anywhere, ControllT, or other industry standard remote
sufficient detail to enable Company to reproduce such access software. It may also be provided through a Customer
failure, Company's and its suppliers' entire liability and solution such as VPN access. Regardless of what method is
Customer's exclusive remedy is for Company to use used to provide remote access, or which party provides
commercially-reasonable efforts to correct or provide a remote access software, it is Customer's responsibility to
workaround for such failure at no additional charge to ensure that the remote access method meets Customer's
Customer. If, in Company's sole discretion, it provides security requirements. Company makes no representations
Customer with replacement Software, the replacement or warranties to Customer regarding the remote access
Software will be warranted in accordance with the provisions software's ability to meet Customer's security or privacy
of this Agreement for the remainder of the original warranty needs. Company also makes no recommendation for any
period or thirty (30) days, whichever is longer. Outside the specific package or approach with regard to security.
United States, neither these remedies nor any product Customer is solely responsible for ensuring a secure network
support services offered by Company are available without environment.
proof of purchase from an authorized non-U.S.source.
9.3 Outbound Services Disclaimer.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE Outbound services are intended to create additional
LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY methods of communication to Customer's employees who
CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, use the Software in support of existing processes. These
SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT services are not intended to replace all interaction with
LIMITED TO ANY LOST DATA AND LOST PROFITS, ARISING Customer's employees or become critical path. While the
FROM OR RELATING TO THIS SLA, THE SOFTWARE, AND outbound services have been created with the best available
RELATED DOCUMENTATION. COMPANY'S TOTAL tools and practices, they are dependent on infrastructure
CUMULATIVE LIABILITY IN CONNECTION WITH THIS SLA,THE that is inherently not fail-proof, including but not limited to
SOFTWARE, AND RELATED DOCUMENTATION, WHETHER IN infrastructure such as software, computer hardware,
CONTRACT OR TORT OR OTHERWISE,WILL NOT EXCEED THE network services,telephone services, and e-mail. Examples
AMOUNT OF THE LICENSE FEE ACTUALLY PAID TO COMPANY of situations that could cause failure include but are not
HEREUNDER IN THE TWELVE- (12-) MONTH PERIOD limited to: down phone lines, all lines busy, equipment
IMMEDIATELY PRECEDING THE ACTION THAT GAVE RISE TO failure, email address changes, internet service disruptions.
THE CLAIM.CUSTOMER ACKNOWLEDGES THAT THE LICENSE For this reason, while outbound services are valuable in
FEE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS providing enhanced communication,they are specifically not
SLA AND THAT COMPANY WOULD NOT ENTER INTO THIS SLA designed to be used as the sole method to deliver critical
WITHOUT THESE LIMITATIONS ON ITS LIABILITY. messages. Customer acknowledges that it is aware of the
potential hazards associated with relying on an automated
9. Network Security Disclaimer outbound service feature, when using the Software, and
9.1 Internet Security. Customer acknowledges and agrees that it is giving up in
Company's Software may have the ability to connect to the advance any right to sue or make any claim against Company,
Internet. The Software is designed to operate within and that Customer forever releases Company from any and
Customer's secure network environment, and the Software all liability, if Customer, or Customer's employees, suffer
does not provide any mechanism for security or privacy. injury or damage due to the failure of outbound services to
Specifically, the Software relies fully on Customer's security operate,even though Customer does not know what or how
measures and implements no further security infrastructure. extensive those injuries or damages might be.
Company makes no representations or warranties to
Customer regarding(i)the security or privacy of Customer's 9.4 Data Breach
network environment;or(ii)any third-party technologies'or
services'ability to meet Customer's security or privacy needs. Company further agrees that it will monitor and test its data
These third-party technologies and services may include,but safeguards from time to time,and further agrees to adjust its
are not limited to,operating systems,database management data safeguards from time to time in light of relevant
systems, web servers, and payment processing services. circumstances or the results of any relevant testing or
Customer is solely responsible for ensuring a secure network monitoring. If Company suspects or becomes aware of any
environment. unauthorized access to any financial or personal identifiable
information held or stored by Company under the Agreement
9.2 Remote Access Security. or in connection with the performance of any services
performed under the Agreement or any Statement(s) of
Work ("Personal Data") by any unauthorized person, or group(s) whose processing requirements, applications,
becomes aware of any other security breach relating to specifications and standards coincide with the processing
Personal Data ("Data Breach"), Company shall immediately requirements, applications, specifications and standards
notify Customer in writing and Customer shall fully cooperate herewith. The extension of this contract to any entity is at
with Company,at Company's expense,to prevent or stop the the sole discretion of Company. A qualified entity choosing
Data Breach. In the event of a Data Breach, Company shall tojoin this contract shall execute a separate contract with the
fully and immediately comply with applicable laws,and shall specifications, pricing, terms and rights provided herewith,
take the appropriate steps to prevent further or additional directly between the entity and Company, and shall commit
Data Breaches. Company will defend, indemnify and hold a separate purchase order and pay for supplies and services
Customer, its Affiliates, and their respective officers, by means of their individual accounting and purchasing
directors, employees and agents, harmless from and against departments. Any processing requirements, applications,
any and all third party claims,suits,causes of action,liability, specifications and/or standards not covered herewith will be
loss,costs and damages, including reasonable attorney fees, developed and priced separately, based on the entity's
arising out of or relating to Company's breach of its additional requirements and specifications,and appended to
obligations contained in this Section 9.4,except to the extent the new resultant contract. The entity shall deal directly
resulting from the acts or omissions of Customer, including with Company concerning the placement of orders,invoicing,
without limitation a breach of Customer's information contractual disputes and all other matters. Failure to extend
technology systems.All Personal Data to which Company has this contract to any entity shall have no effect on the
access to under the Agreement, as between Company and consideration of Company's current bids or agreements.
Customer, will remain the property of Customer. Customer
hereby grants to Company a nonexclusive license to use, 11. Support and Maintenance.
process, transmit, store, and/or disclose Personal Data only Customer may purchase support for and maintenance of the
for the purposes of and to the extent necessary for Company Software from Company by entering into a separate
to carry out its duties and responsibilities and perform its PremierPro Support and Maintenance Agreement with
obligations and exercise its rights under the Agreement,any Company.
applicable Statement(s) of Work, or as required by law.
Company will not transfer Personal Data to third parties 12. Term and Termination.
other than as necessary to perform its obligations under the 12.1 This SLA shall continue indefinitely, unless terminated
Agreement, unless authorized in writing by Customer. All earlier in accordance with this Section 12(the"Term").
Personal Data delivered to Company shall be stored in the
United States or other jurisdictions approved by Customer in 12.2 Customer may terminate this SLA at any time by
writing and shall not be transferred to any other countries or returning or deleting all copies of the Software in Customer's
jurisdictions without the prior written consent of Customer. possession and providing Company written notice that
Customer has done so. Under no circumstances will
10. U.S.Government End Users. Company provide a refund of paid fees to Customer.
10.1 The Software is a "commercial item", as that term is
defined at 48 C.F.R. 2.101, consisting of "commercial 12.3 Company may terminate this SLA,all other agreements
computer software" and "commercial computer software between the parties,if any,and Customer's right to continue
documentation", as such terms are used in 48 C.F.R. 12.212 to use the Software hereunder, immediately upon written
or 48 C.F.R.227.7202,as applicable.Consistent with 48 C.F.R. notice if Customer breaches a material term or condition of
12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, the this SLA, including Customer's failure to pay the License Fee
Software is licensed to any U.S.Government end users(i)only when due,and fails to cure such breach within sixty(60)days
as a commercial end item and(ii)with only those rights as are of being notified of the breach by Company. Upon such
granted to all other end users pursuant to the terms and termination,Customer shall immediately cease all use of the
conditions herein. Company and licensor of the Software is Software,and Company may terminate Customer's access to
Selectron Technologies, Inc., 12323 SW 661h Avenue, the Software. Further, upon such termination, Customer
Portland, Oregon 97223, USA. This Section 10.1, consistent must promptly return all copies of the Software and related
with 48 C.F.R.§12.212 and 48 C.F.R.§227.7202 is in lieu of, documentation in its possession or under its control to
and supersedes, any other Federal Acquisition Regulation, Company and provide Company with written notice that it
Defense Federal Acquisition Regulation Supplement,or other has done so.
clause or provision that addresses United States Government
rights in computer software, technical data, or computer 12.4 Sections 4, 7.4, 8.2, 9, 12, 13 and the rights and
software documentation. obligations therein shall survive any termination of this SLA.
10.2 Company advises that,to the extent allowed by law,the 13. General Provisions.
resultant contract terms and pricing may be extended to 13.1 Independent Contractor Relationship.
other State of Texas jurisdictions, public entities, political Company's relationship with Customer will be that of an
subdivisions and government cooperative purchasing independent Contractor and nothing in this Agreement should
be construed to create a partnership, joint venture, or customer reference, and to use Customer's trade name on
employer-employee relationship. Customer is not an agent of Company's customer lists.
Company and is not authorized to make any representation,
contract, or commitment on behalf of Company, or to bind 13.8 Confidentiality.
Company in any way. Company is not an agent of Customer The Software and all related documentation and materials
and is not authorized to make any representation,contract,or provided to Customer under this Agreement contain valuable
commitment on behalf of Customer, or to bind Customer in trade secrets, copyrights, proprietary know-how,
any way. Company will not be entitled to any of the benefits, information, algorithms, techniques, methods, processes,
which Customer may make available to its employees,such as and content (collectively for purposes of this Section 13.8,
group insurance,profit sharing or retirement benefits. "Proprietary Information and Materials") that belong to
Company or its suppliers, and the Proprietary Information
13.2 Governing Law;Jurisdiction. and Materials are being made available to Customer in strict
This Agreement will be governed by and construed in confidence. However, the parties agree and acknowledge
accordance with the laws of the State of Texas, without that Customer is a government entity under the laws of the
reference to its conflict of law provisions. The United Nations State of Texas and all documents held or maintained by
Convention on Contracts for the International Sale of Goods Customer may be subject to disclosure under the Texas Public
does not apply to and shall not be used to interpret this Information Act.In the eventthere is a request for Company's
Agreement.Any action or proceeding arising from or relating Proprietary Information and Materials under the Texas Public
to this Agreement must be brought in the federal or state Information Act,Customer shall promptly notify Company of
court located in Tarant County,Texas. the request and documents sought by the request and
provide Company with a reasonable opportunity to object to
13.3 Severability. the disclosure of such documents as permitted under the
If any provision of this SLA is unenforceable, such provision Texas Public Information Act. It will be the responsibility of
will be changed and interpreted to accomplish the objectives Company to submit reasons objecting to disclosure. A
of such provision to the greatest extent possible under determination on whether such reasons are sufficient will not
applicable law,and the remaining provisions will continue in be decided by Customer, but by the Office of the Attorney
full force and effect. Without limiting the generality of the General of the State of Texas or by a court of competent
foregoing, Customer agrees that Section 8 will remain in jurisdiction.
effect notwithstanding the unenforceability of any provision
in Section 7. 13.9 Reserved.
13.4 Contact Information.
Should Customer have any questions concerning this SLA,or 13.10 Waiver.
if Customer desires to contact Selectron Technologies, Inc. All waivers must be in writing. Any waiver or failure to enforce
for any reason, please contact us at:Selectron Technologies, any provision of this Agreement on one occasion will not be
Inc., 12323 SW 661h Avenue, Portland, Oregon 97223, USA; deemed a waiver of any other provision or of such provision on
www.stigov.com. any other occasion.
13.5 Notice. 13.11 Authority.
All notices, consents, and other communications under this Any person executing this Agreement in a representative
Agreement must be delivered in writing by courier, by capacity in so signing this Agreement acknowledges his or her
electronic facsimile (fax), or by certified or registered mail authority to do so and his or her authority to bind the entity
(postage prepaid and return receipt requested)to the other on whose behalf the Agreement is signed.
party at the address set forth in Section 13.4 or beneath such
party's signature,and will be effective upon receipt or three 13.12 Entire Agreement.
(3)business days after being deposited in the mail as required This SLA constitutes the entire agreement between the
above, whichever is sooner. Either party may change its parties regarding the subject hereof and supersedes all prior
address by giving notice of the new address to the other or contemporaneous agreements, understandings, and
party. communication, whether written or oral. This SLA may be
amended only by a written document signed by both parties.
13.6 Public Announcements. The terms on any purchase order or similar document
Customer shall cooperate with Company so that Company submitted by Customer to Company will not modify the
may issue a press release concerning this Agreement; terms and conditions of this Agreement or have any force or
provided,however,Company may not release any such press effect.
release without the prior approval of Customer(which shall 13.13 Counterparts.
not be unreasonably withheld, delayed, or conditioned). This Agreement may be signed in one or more counterparts,
However, without seeking prior approval in each instance, each of which will be deemed to be an original copy of this
Company shall have the right to use Customer's name as a Agreement, and, when taken together, shall be deemed to
constitute one and the same agreement. Each party agrees confirm facsimile or e-mail transmitted signatures by
that the delivery of this Agreement by facsimile transmission providing the original document.
or by PDF attachment to an e-mail transmission will be
deemed to be an original of the Agreement so transmitted [Signature Page Follows]
and, at the request of either party, the other party will
In Witness Whereof,the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies,Inc. Customer:
By: Todd A.Johnston By: Dana Burghdoff
rL 22a,%al Z"O 6"
Signed: Todd ioh--(4202109:01 PDT Signed: Dana Burghdoff(Jul 21,20 9:56 CDT^
I
Title: President Title: Assistant City Manager
Date: Jul 8,2021 Date: 7VMA21
Address: 12323 66thAvenue Address: 200 Texas Street
Portland,OR 97223 Fort Worth,TX 76102