HomeMy WebLinkAboutContract 56333 City Secretary Contract No. 56333
FORT WORTH,
"4111
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and
CUSTOMER EXPRESSIONS CORPORATION ("Vendor"), a corporation each individually referred to
as a"party"and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scope of Services. Deployment, Hosting, Maintenance and Technical Support for the i-
Sight Employee Relations Case Management Solution. Exhibit"A,"- Scope of Services more specifically
describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on September 30, 2024 ("Expiration Date"),unless terminated earlier
in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions,for up to two(2)one-year renewal options.
3. Compensation. City shall pay Vendor an amount not to exceed fifty-two thousand and
five-hundred dollars ($52,500.00) 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 the City not specified by this Agreement unless the 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.
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement
FT. WORTH, TX
City Secretary Contract No.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason other than non-appropriation of funds by providing the other party with 30 days'written
notice of termination and payment of the balance of the fees due for the Term of the Agreement.
4.2 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 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 City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor 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, Vendor shall provide 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 City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to 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 full disclosure to City in
writing.
5.2 Confidential Information.Vendor,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.
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.
5.3 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 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 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.
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6. Rieht to Audit. Vendor agrees that City shall,until the expiration of three (3)years after
final payment under this Agreement,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 Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that 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. City shall give
Vendor reasonable advance notice of 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 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,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,Vendors and subVendors.Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. 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 City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.
Vendor 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 subVendor.
8. Liability and Indemnification.
8.1 LIABILITY — SUBJECT TO THE SCOPE AND EXTENT OF VENDOR'S
INSURANCE COVERAGE, 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 GENERAL INDEMNIFICATION - — SUBJECT TO THE SCOPE AND
EXTENT OF VENDOR'S INSURANCE COVERAGE, VENDOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND 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 NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Subject to the scope
and extent of Vendor's insurance coverage, Vendor agrees to defend, settle, or pay, at its own
cost and expense, any claim or action against City for infringement of any patent,copyright,
trade mark, trade secret, or similar property right arising from City's use of the software
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and/or documentation 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 software
and/or documentation. So long as Vendor bears the cost and expense of payment for claims
or actions against City pursuant to this section, 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 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,
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 City for infringement arising under this Agreement, 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 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, City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.
If the software and/or documentation 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 software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing, provided that
such modification does not materially adversely affect City's authorized use of the software
and/or documentation; or (c) replace the software and/or documentation with equally
suitable, compatible, and functionally equivalent non-infringing software and/or
documentation 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 City,subsequent to which termination City may seek any and all remedies available
to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor 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 Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with 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:
10.1 Coverage and Limits
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(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 Vendor, 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:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$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.
10.2 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
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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 is required.
(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 Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor 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 will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If 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,
subVendors 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, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD 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 CITY: To VENDOR:
City of Fort Worth Customer Expressions Corp.
Attn: Jesus Chapa 2255 Carling Ave,
200 Texas Street Suite 500
Fort Worth,TX 76102-6314 Ottawa,Ontario
Facsimile: (817) K213 7Z5Attention: Contracts Admin.
Phone #: (613) 244-5111
With copy to Fort Worth City Attorney's Office at Fax#: (613) 244-3303
same address
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14. Solicitation of Employees. Neither 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.
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.
15. 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.
16. No Waiver. The failure of 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 City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. 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 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 Maieure. 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, 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, 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.
21. 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,and C.
22. 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.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between 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
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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.
25. Warranty of Services. Vendor 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 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 City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor 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,Vendor shall provide City with copies of all I-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. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement save and except source code (collectively,
"Work Product"). Further, save and except source code, City shall be the sole and exclusive owner of all
copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. 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 Vendor 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.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
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Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Bove tt of Israel. If Vendor has fewer than 10 employees or this 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,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,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
31. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more,which will be paid wholly or partly from public funds of the City,with a company(with 10 or more
full-time employees)unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2). To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1)does not boycott energy companies; and(2)will not boycott energy companies during the
term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1),the City is prohibited from entering into a contract for goods
or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
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(signature page follows)
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City Secretary Contract No.
ACCEPTED AND AGREED:
City: Vendor:
By: J+sus J.Chapa(Sep IT,2021 15:39 CDT) By. Joe G and(Sep 17,202108:54 EDT)
Name: Jesus Chapa Name: Joe Gerard
Title: Deputy City Manager Title: CEO
Date: Sep 17, 2021 Date: Sep 17,2021
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: 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: Dian. .I.Giordano(Sep 17,20 0:21 CDT) performance and reporting requirements.
Name: Dianna Giordano
Title: Human Resources Director
N�
BY: Sandra a(Sep 17, 02109:26 CDT)
Approved as to Form and Legality: Name: Sandra Huerta
Title: Employee &Labor Relations Manager
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By. JBStrong(Sep 1 , 02115:38CDT) City Secretary: �(� F�RT�a�
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Name: John.B. Strong ,of
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Title: Senior Assistant City Attorney 0 L0 0040,
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By: *% '0*�d
Contract Authorization: Name: Ronald P. Gonzales �� °
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M&C: Title: City Secretary ���nEXASoAp
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
The Hosted Application and Hosted Application Services being offered for access by the City and forming the subject matter of
this Agreement will be as configured by the Vendor to meet the specific needs of the City(as approved by the City),while
retaining all the functionality of the base system. The i-Sight demo application demonstrated to the City will be the basis or
template for the project. The Forms be configured by the Vendor as part of the set-up and configuration fee. Any changes to the
demonstrated application outside of this scope will result in additional fees.
Intake Form
The intake form is used to record new cases. As part of the configuration Vendor will customize the fields available on the intake
form. Vendor will work with the City to define:
• Data fields required to initiate a new case including a definition of field name,type,and if the field is mandatory. There
is a maximum of 200 fields on the intake form.
• Nesting of fields to display appropriate fields for various case types.Nesting can be three layers deep(i.e.category,sub-
category,sub-sub-category)
• Email-to-case generation. This feature enables users to email i-Sight in order to initiate a case
Case Record
The following parts of the case record can be configured:
• Case Details>Overview
— This tab displays information captured on the intake form(excluding sub-forms).
— It can also include up to 50 other fields that may be completed during the case lifecycle(closure reason,
recommended outcome,etc.).
• Case Parties
— configure up to 2 unique forms to record various`Party Types'(i.e.customer,subject,witness,etc.)
— each of the unique forms may have up to 40 fields.
• Case Activity>Forms
— Forms are used for data sets that must be recorded more than once during the case lifecycle. For example:An
expense form could be deployed to track many expense items.
— Configure up to 2 unique forms to capture up to 50 data fields on each form.
Access Controls
Access controls restrict functions and data available to groups of users. The following are the standard access roles that are
available.
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System
Admin Yes N/A Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
Case Manager Yes N/A Yes Yes Yes Yes No Yes Yes Yes Yes No No Own
Analyst No Yes Yes Yes Yes Yes No Yes Yes Yes No No No Own
Read Only Yes N/A Yes No No No No Yes Yes No No No No Yes
Vendor Services Agreement—Exhibit A Page 12 of 15
City Secretary Contract No.
Reporting
i-Sight includes the YellowFin reporting package as demonstrated.This is an ad-hoc reporting tool and will be populated with
reportable field values;however,the City is responsible to build the desired reports.
Vendor Services Agreement-Exhibit A Page 13 of 15
EXHIBIT B
PRICE SCHEDULE
1. Currency
All prices are in US Dollars.
2. Term
This Agreement is for a period of three(3)years.
3. Fees
Annual Fee
i-Si ht Configuration INC
Training $750
Report Workshop $750
MS eo lesoft Integration $4,500 $1,500 per year
Hosting&Maintenance $15,000 per year
User Access Fees Up to 10 users included for
free.Any additional user @
$480 per user per year.
Storage Fees(5 Gigabytes included at Additional storage is$10/GB/
no fee) Month.
Totals $6,000 $16,500 per year
Total Cost for Year 1 +$22,500
4. Terms of Payment
Total Year 1 fees are billed on contract signing.For billing purposes,the start date of the Hosting,Support&User Fees
is the date of Contract Signing.All payments are due net 30 days of their respective billing date. Any system overages
(users or storage)are calculated on a monthly basis and billed quarterly in arrears.
Vendor Services Agreement—Exhibit B Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind 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 Vendor. City is fully 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.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—Exhibit C Page 15 of 15