HomeMy WebLinkAboutContract 56634 CSC No.56634
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between
System Soft Technologies, Inc. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home
rule municipality, to purchase information technology staff augmentation services under a
cooperative agreement.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A—City's Terms and Conditions;
3. Exhibit B—Conflict of Interest Questionnaire.
4. Exhibit C—Texas Department of Information Resources DIR-CPO-4637
("Cooperative Contract");
5. Exhibit D -- DIR-CPO-4637 Appendix C, ITSAC Not to Exceed Rates ("Quote"); and
6. Exhibit E—Network Access Agreement
Exhibits A, B, C,D, and E which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A—City's Terms and Conditions and Exhibit
C — Texas Department of Information Resources DIR-CPO-4637, then Exhibit A — City's Terms and
Conditions shall control, but only to the extent allowable under the Texas Department of Information
Resources DIR-CPO-4637.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit D and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by Buyer
shall not exceed One Hundred Thousand and 00/100 dollars ($100,000.00). Seller shall not provide any
additional items or services or bill for expenses incurred for Buyer not specified by this Agreement
unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be
liable for any additional expenses of Seller not specified by this Agreement unless Buyer first approves
such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on August 31, 2022 to coincide with the Cooperative
Purchase Agreement. Buyer shall be able to renew this agreement for two (2) one-year renewal
options by written agreement of the parties.
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
OFFICIAL RECORD
Cooperative Purchase CITY SECRETARY
FT. WORTH, TX
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I aclmowledge that I am the person
By. Valerie Washington(Nov 9,202116:07 CST) responsible for the monitoring and administration
Name. Valerie Washington of this contract,including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Nov 9,2021
APPROVAL RECOMMENDED: By: CynthiKyree(Nov 3,202109:14 CDT)
Name: Cynthia Tyree
Title: Sr.IT Solutions Manager
By: APPROVED AS TO FORM AND LEGALI'11.
,d4vvpp
Name: Kerlin Gunn
Title: IT Solutions Director pso° o o �—
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ATTEST: apa,�o°° o* By:
aaa��EXA`�o4p Name: Taylor Paris
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Title: Assistant City Attorney
By: "O^ CONTRACT AUTHORIZATION:
Name. Ron Gonzales M&C: NIA
Title: Acting City Secretary
SELLER:
Vendor ATTEST:
By; By.
Name:David M. Quish Name: ]ennifer andiano
Title: Director,Corporate Operations Title: H.R.Administrator
Date: November 2,2021
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1. Termination.
I.I. Convenience. Either the City or Vendor may terminate this Agreement at any time and
for any reason by providing the other party with 30 days written notice of termination.
1.2. Breach. If either party commits a material breach of this Agreement, the non-breaching
Party must give written notice to the breaching party that describes the breach in reasonable detail. The
breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching
party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within
the stated period of time,the non-breaching party may,in its sole discretion,and without prejudice to any
other right under this Agreement,law,or equity,immediately terminate this Agreement by giving written
notice to the breaching party.
1.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments due hereunder,the City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor shall provide the City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to City
information or data as a requirement to perform services hereunder,Vendor shall return all City provided
data to the City in a machine readable format or other format deemed acceptable to the City.
2. Disclosure of Conflicts and Confidential Information.
2.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under
this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to the City in writing.
2.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services
under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products,materials,or methodologies unless the parties have executed a separate written agreement with
respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all
information provided to it by the City("City Information")as confidential and shall not disclose any such
information to a third party without the prior written approval of the City.
2.3. 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
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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.
2.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way.Vendor shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event, Vendor
shall,in good faith,use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
3. Right to Audit.
3.1. Vendor agrees that the City shall,until the expiration of three(3)years after final payment
under this Agreement,have access to and the right to examine at reasonable times any directly pertinent
books, documents,papers and records of the Vendor involving transactions relating to this Agreement at
no additional cost to the City.Vendor agrees that the City shall have access during normal working hours
to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than
10 days written notice of any intended audits.
3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall,until expiration of three (3)years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days
written notice of any intended audits.
4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an
independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee
of the City. Subject to and in accordance with the conditions and provisions of this Agreement,Vendor shall have
the exclusive right to control the details of its operations and activities and be solely responsible for the acts and
omissions of its officers, agents, servants, employees,contractors and subcontractors.Vendor acknowledges that
the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Vendor, its officers,agents,employees, servants, contractors and subcontractors. Vendor further
agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of
Vendor or any officers,agents,servants,employees or subcontractors of Vendor.Neither Vendor,nor any officers,
agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the
City.Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and
any of its officers,agents, servants,employees or subcontractors.
5. LIABILITY AND INDEMNIFICATION.
5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER,
WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)
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OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
5.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
BUSINESS, AND ANY RESULTING LOST PROFITS), PERSONAL INJURY, INCLUDING
DEATH,TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL
PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR,ITS
OFFICERS,AGENTS,SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
5.3. INTELLECTUAL PROPERTY INFRINGEMENT.
5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software, analyses,
applications,methods,ways,and processes(in this Section 8C each individually referred to
as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate
any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual
property rights or other third party proprietary rights,in the performance of services under
this Agreement.
5.3.2. Vendor shall be liable and responsible for any and all claims made against
the City for infringement of any patent, copyright, trademark, service mark, trade secret,
or other intellectual property rights by the use of or supplying of any Deliverable(s) in the
course of performance or completion of, or in any way connected with providing the
services, or the City's continued use of the Deliverable(s) hereunder.
5.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other
intellectual property right arising from City's use of the Deliverable(s),or any part thereof,
in accordance with this Agreement, it being understood that this agreement to indemnify,
defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s).So
long as Vendor bears the cost and expense of payment for claims or actions against the City
pursuant to this section 8, Vendor shall have the right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under this Agreement,the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to
give Vendor timely written notice of any such claim or action, with copies of all papers
City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of
payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under
this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use
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thereof is enjoined or restrained or,if as a result of a settlement or compromise, such use is
materially adversely restricted,Vendor shall, at its own expense and as City's sole remedy,
either: (a)procure for City the right to continue to use the Deliverable(s); or(b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or(d)if none of the foregoing alternatives is
reasonably available to Vendor,terminate this Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 10 OF THIS AGREEMENT.
6. Assignment and Subcontracting.
6.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment,the
assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees
to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall
be jointly liable for all obligations under this Agreement prior to the assignment.If the City grants consent
to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this
Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the
Vendor under this Agreement as such duties and obligations may apply.The Vendor shall provide the City
with a fully executed copy of any such subcontract.
7. Insurance.
7.1. The Vendor shall carry the following insurance coverage with a company that is licensed
to do business in Texas or otherwise approved by the City:
7.1.1. Commercial General Liability:
7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000
aggregate;or
7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000
aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall
contain a follow-form provision and shall include coverage for personal and advertising
injury.
7.1.1.3. Defense costs shall be outside the limits of liability.
7.1.2. Automobile Liability Insurance covering any vehicle used in providing services
under this Agreement, including owned,non-owned, or hired vehicles,with a combined limit of
not less than $1,000,000 per occurrence.
7.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per
claim and$1,000,000 aggregate limit.
7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
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7.1.5. Technology Liability(Errors&Omissions)
7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million
aggregate or
7.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000
aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall
contain a follow-form provision and shall include coverage for personal and advertising
injury. The umbrella policy shall cover amounts for any claims not covered by the
primary Technology Liability policy.Defense costs shall be outside the limits of liability.
7.1.5.3. Coverage shall include,but not be limited to,the following:
7.1.5.3.1. Failure to prevent unauthorized access;
7.1.5.3.2. Unauthorized disclosure of information;
7.1.5.3.3. Implantation of malicious code or computer virus;
7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
7.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement claims and
for indemnification and legal defense of any claims of intellectual property
infringement, including infringement of patent, copyright, trade mark or trade
secret, brought against the City for use of Deliverables, Software or Services
provided by Vendor under this Agreement;
7.1.5.3.6. Technology coverage may be provided through an
endorsement to the Commercial General Liability (CGL) policy, a separate
policy specific to Technology E&O,or an umbrella policy that picks up coverage
after primary coverage is exhausted.Either is acceptable if coverage meets all
other requirements. Technology coverage shall be written to indicate that legal
costs and fees are considered outside of the policy limits and shall not erode limits
of liability. Any deductible will be the sole responsibility of the Vendor and may
not exceed $50,000 without the written approval of the City. Coverage shall be
claims-made,with a retroactive or prior acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance, or a full copy of the policy if
requested, shall be submitted to the City to evidence coverage; and
7.1.5.3.7. Any other insurance as reasonably requested by City.
7.2. General Insurance Requirements:
7.2.1. All applicable policies shall name the City as an additional insured thereon,as its
interests may appear. The term City shall include its employees, officers, officials, agents, and
volunteers in respect to the contracted services.
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7.2.2. The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of the City of Fort Worth.
7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to the City. Ten(10) days' notice shall be acceptable in the event of
non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
Throckmorton,Fort Worth,Texas 76102,with copies to the City Attorney at the same address.
7.2.4. The insurers for all policies must be licensed and/or approved to do business in
the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best
Key Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of Risk
Management is required.
7.2.5. Any failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required
insurance shall be delivered to and approved by the City's Risk Management Division prior to
execution of this Agreement.
8. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with all
applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any
violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the
violation.
9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of
Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of
this non-discrimination covenant by Vendor,its personal representatives,assigns,subcontractors or successors in
interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless
from such claim.
10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1)hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the
other party by United States Mail,registered,return receipt requested,addressed as follows:
TO THE CITY: TO VENDOR:
City of Fort Worth System Soft Technologies,Inc.
Attn:Assistant City Manager Attn: David M.Quish
200 Texas Street 3000 Bayport Drive, Suite 840
Fort Worth TX 76102 Tampa,FL 33607
Facsimile:(817)392-6134 Facsimile: (813)289-5359
With Copy to the City Attorney
at same address
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11. Solicitation of Employ. Neither the City nor Vendor shall, during the term of this Agreement
and additionally for a period of one year after its termination, solicit for employment or employ, whether as
employee or independent contractor,any person who is or has been employed by the other during the term of this
Agreement, without the prior written consent of the person's employer. This provision shall not apply to an
employee who responds to a general solicitation or advertisement of employment by either party.
12. Governmental Powers. It is understood and agreed that by execution of this Agreement,the City
does not waive or surrender any of its governmental powers.
13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion.
14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas,Fort Worth Division.
15. 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.
16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force maj cure or other causes beyond their reasonable control(force majcure),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.
17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such
amendment is set forth in a written instrument, and duly executed by an authorized representative of each party.
20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the City
and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any
provision of this Agreement.
21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart
shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same
instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a
duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the
document by any party. Duplicates are valid and binding even if an original paper document bearing each party's
original signature is not delivered.
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22. Warranty of Services. Vendor warrants that its services will be of a professional quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this warranty
within thirty (30) days from the date that the services are completed. In such event, at Vendor's option,Vendor
shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or(b)refund the fees paid by the City to Vendor for the nonconforming services.
23. Network Access.
23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants
or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the City's computer
network in order to provide the services herein, Vendor shall execute and comply a Network Access
Agreement.
23.2. Federal Law Enforcement Database Access.If Vendor,or any Vendor Personnel,requires
access to any federal law enforcement database or any federal criminal history record information system,
including but not limited to Fingerprint Identification Records System("FIRS"),Interstate Identification
Index System("III System"),National Crime Information Center('NCIC")OF National Fingerprint File
("NFF"),or Texas Law Enforcement Telecommunications Systems("TLETS"),that is governed by and/or
defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing
services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth
Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information
Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau
of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications,
alterations,or amendments shall be made to the Security Addendum.The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States Attorney General.
24. 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.
25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if either
City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or
any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering
the claim,dispute, or breach. The notice shall state the nature of the dispute and list the parry's specific reasons for
such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution
process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in
connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt
of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,
upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules
of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator
shall be agreed to by the parties.Each party shall be liable for its own expenses,including attorney's fees;however,
the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through
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mediation,then either party shall have the right to exercise any and all remedies available under law regarding the
dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this
informal dispute resolution process,the parties agree to continue without delay all of their respective duties and
obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of
the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than
$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, City is prohibited from entering into a contract with a company for goods or services unless
the contract contains a written verification from the company that it: (1) does not boycott Israel; and(2)will not
boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1)does not boycott Israel, and
(2) will not boycott Israel during the term of the Agreement.
27. 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 that is to 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.
28. 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 that is to 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.
29. Reporting Requirements.
29.1. For purposes of this section,the words below shall have the following meaning:
29.1.1. Child shall mean a person under the age of 18 years of age.
Cooperative Purchase Page 11 of 22
29.1.2. Child pornography means an image of a child engaging in sexual conduct or
sexual performance as defined by Section 43.25 of the Texas Penal Code.
29.1.3. Computer means an electronic,magnetic,optical,electrochemical,or other high-
speed data processing device that performs logical, arithmetic, or memory functions by the
manipulations of electronic or magnetic impulses and includes all input, output, processing,
storage,or communication facilities that are connected or related to the device.
29.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This shall
include installation of software,hardware, and maintenance services.
29.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement,views an image on a computer
that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to
the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for
Missing and Exploited Children. The report must include the name and address of the owner or person
claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to
make the report required herein may result in criminal and/or civil penalties.
30. Survival of Provisions. The parties'duties and obligations pursuant to sections related to Duties
and Obligations, Disclosure of Conflicts and Confidential Information, Right to Audit, and Liability and
Indemnification shall survive termination of this Agreement.
31. Electronic Signatures. This Agreement may be executed by electronic signature, which will be
considered as an original signature for all purposes and have the same force and effect as an original signature.
For these purposes,"electronic signature"means electronically scanned and transmitted versions(e.g.via pdf file
or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe
Sign.
Cooperative Purchase Page 12 of 22
Exhibit B —CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law,the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer.Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents.The form is also
available at http://www.ethics.state.tx.us/forms/CIo.pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
Cooperative Purchase Page 13 of 22
CONFLICT OF INTEREST OUESTIONNAIRE 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. OFRCEUSEONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code, ❑aj"P""'d
by a vendor who 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).
Bylaw this questionnaire must be filed with the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be Filed. Sea Section 17G.006(a-1),Local Government Code.
A vendor commits an offense it the vendor knowingly violates Section 176.006, Local
Government Code.An offense under this section is a misdemeanor.
!J Name of vendor who has a business relationship with local governimental entity.
System Soft Technologies,es,Inc.
1 Check this box If you are filing an update to a pre vlousIy filed questlonnaire.
(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.)
Name of local government officer about whorrl the Information In this section is being disclosed.
NIA
Name of Officer
This section (item 3 including subparts A. B. C. & ❑) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176A01(1-a), Local Government Code. Attach additional
pages to this Form CIQ as necessary.
A. Is the local govemment officer named in this section receiving or likely to receive taxable income,other than investment
income.from the vendor?
NIA F7 Yes F7 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 named in this section AND the taxable income is not received from the local governmental entity?
NIA F-1 Yes F7 No
C. Is the filer of this questionnaire employed by 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?
N/A F-1 Yes L] No
D. Describe each employment or business and family relationship with the local govemment officer named in this section.
NIA
4
lb �f
= November 2. 2021
Signature of vendor dui sinwsrw the governmental enttty Date
Adopted 81712t115
Cooperative Purchase Page 14 of 22
Exhibit C
Cooperative Contract
Texas Department of Information Resources
DIR-CP0 4637
Initial Term: October 1,2020 through August 31,2022 with two (2)optional one-year renewals
hiips:Hdir.texas.gov/
Contract Number
Contract Term Date: 48131l22 Q
DIR—L PO-463 7 Contract Expiration Date: 08/31/24
Vendor Information
System Soft VENDOR CONTACT: DIR CONTACT:
Technologies, Inc. David Quish Cr Tracy Limon Ga
Phone: (727) 723-0801 Phone:+15124754581
Vendor ID: 1593503134500 Fax: (770) 391-0849
HUB Type: Non HUB (b Vendor Website Gr
RFO: DIR-CPO-TMP-445
Contract Status: Active
Contract Overview
System Soft TechnoLogies, Inc.,offers Information Technology Staff Augmentation Contract(ITSAC) services through
this contract at set not-to-exceed labor rates.Customers may competitively solicit ITSAC services through requests for
resume or statements of work(SOW). Contracts may be used by aLL eligible Customers including Texas State Agencies,
as defined by TGC 2054.003 (13), units of Local Government,as defined by TGC 2054.003 (9), cities, counties,public
school districts, municipalities,SpeciaL Purpose Districts, Institutions of Higher Education, as defined by TEC 61.003,
assistance organizations,as defined by TGC 2175.001, Electric Reliability Council of Texas (ERGOT), Lower Colorado
River Authority (LCRA), Private Schools, as defined by TEC 5.001, Private or Independent Institutions of Higher
Education, as defined by TEC 61.003,Volunteer Fire Departments, as defined by TTC 152.001, Public Safety Entities,as
defined by 47 U.S.C.Section 1401, County hospitals,public hospitals or hospital districts,and public entities outside
Texas, as defined by TGC 2054.0565.Resellers are not available far this ITSAC contract.
Cooperative Purchase Page 15 of 22
Exhibit D
Texas DIR-CPO-4637
Appendix C, TTSAC Not To Exceed Rates
Cooperative Purchase Page 16 of 22
Appendix c ITSAf:Not to Exceed Rates
Nat En Y:xceed Rate%
,11-rate.ruprenent tlic In sherd hill.ate pn c.ch 75 lie that a Contract Hnidcr may Ixr>pone in Rcrgrrmao to a CIA Hence aoli.il ation.
NC]TS'Area&shaded gray(Undefined ROWS and the SpeCl aliSt Level COICmn)are for use M L•7rstcmer emtcitad ons Colo.
Lytegory Title
Open hourly 13m
Hwrrly Hourly Haurij Hourly Hourly Hourly Rate
D evop 3 Lnginem $ 36.96 S 55.47 S 73.93 S 92.44 S 121.86
S cl-Arr.l A $ 39.26 $ 5992 $ 78.57 S 98.21 $ 119-2p $ 144-24
A1431ication.ArdetL l S 3M1.5.1 S 51.80 $ 69.07 $ M 34 $ 10E-68 S 149.51
61ruanc+x Anal.l $ 3431 $ 51.47 $ U-62 $ 55.78 $ V821 $ 127.59
Clond Snlrtions A rcHtcct S 46.47 S 69.71 $ 92.94 $ I16.18 $ 137.36 $ 185.43
Artificial Frdelligenm7A acktine Learning Engineer S 38,46 S 57.70 S 76.93 S %.16 S 117.47 S 142.12
D-loperfProyammer Ana" $ 20.40 $ 'Al-60 $ 40.80 5 O.50 1 5 79.011 $ 10450
:gyp pliraliona�Suriwwr Enterprise Architect S 36,56 S 54.84 S 73.13 S 5T41 S 116.79 S 151.54
DR'Nopmem Rnl rn.c Rr.moca 14-lin (I{R P)I I unir¢..An.lv.l $ L535 $ 38.f19 $ 50711 S 89.211 $ 1112.411 $ 12DAI
F.RP D-el w $ 29.26 $ 43.88 S 58.51 $ 73.14 S 114.79 $ 167 M
M vbiie Applications Developer S 36,56 S 54.84 S 73.13 S 91.41 S 115.80 S 152.31
Technical Writer S 18.69 $ 28.03 $ 3737 $ 46.72 $ 73-94 $ 9379
Di-tat Product Maneget S 40.62 S 60.93 S 81.24 S 101,54 S 137.07 S 193.94
Software engineer S 28.85 $ 43.27 S 57.70 S 72.12 S 10137 $ 14735
Software D evelgaer S 42.03 S 63.05 S 84.07 S 105.08 S 131.12 S 144.24
U '1 e:App icatrm So w m tlr oprnrnt
Database Administrator S 39.28 S 58.92 S 78.57 S 98.21 S 119.20 S 144.24
Data Anely9lRepo¢r Writer $ 21.95 $ 32.92 S 43.89 S 34.67 $ g(J-63 $ 147.25
Data Architect S 57.69 S 86.54 S 115.39 S 144.24 S 160.00 S 179.W
D�a+IIatahase Dara Modell $ 28.01 $ 4201. $ 56-Ul $ 70.01 $ 110.73 $ 15232
Admtnlstrallon D.I.Semliat(Itig flat.Fngin-) $ :WV2 $ 51 M $ 10 H4 $ 87:10 $ 112-DIP $ 142.2,1
13ueinew Intelligence Analyst $ 23.64 $ 3516 $ 17.28 $ 59.11 $ 8532 $ 121.96
Undefined-11tle'DallDitabese Admim stratim
Front-3:nd Web Tl cod opc fWr bD-ign rr $ 17.16 $ 2574 5 '14.12 5 42.89 5 70.00 $ 11-Al
Well D-do rR $ 20.16 $ 30.55 $ •10.73 $ 50.91 $ E5.011 $ 12:5-M
Wrh flee dopmenl Smior Web Developer S 31.91 S 47.87 5 63.82 S 79,78 S 103.04 S 127.40
Web ArhruniAmtm $ -m.31 It 51.47 S 68.62 $ 85.78 $ 9E21 $ 119-20
Llndcfinc-dTitle:Wcb 11 -4%.
A Ln er-Automated S 24.03 $ 36.05 S 48.06 S 60.06 S 77.69 S 92.17
quality Assurance& QAlTest Man er S 29.61 S 44.42 S 59.23 S 74.03 S 116.31 S 144.95
'Coaling 1A As mate•`Ana]v $ 19.59 $ 19.36 $ 39A7 $ 48.96 $ 59.73 $ 75.48
1 undefined TStic:Quality A-ur,cc(QA)and TrAing
N elwark nSimer S 2340 S 75.10 S 46.80 S 56.50 S 6636 S 12759
RTrreless Network E m eer S 21.12 S 31.68 S 4224 S 32.90 S 8224 S 14520
Network Adminlatratot $ 31.31 $ 5117 $ 68.62 $ 85.78 $ 9821 $ 119M
V etw vrF]rlq 'I'dccunnnmicatimi.MR-ger $ E9.27 $ •B.9f1 $ 58.53 $ 73.16 $ VI1-DIP $ 112.M
Tr]rrnnrrnaniralions •1'dreomum rric.on 6 TCebTilrI.xr $ 29.97 $ •14.Y5 $ 59-94 $ 7.1.92 $ 85.79 $ 9921
Nclwnrk 01.
].:rat fi ion.C'cn[cr(Nnf:)Ttt-hreriari $ 16.6E is 2.5.02 $ 3336 $ 41.70 $ 65.0a $ 96..52
i lrukfincd TSllr:Ncrw inking+Tclrcmnmruuralimia
D yta 3kcrity Anal t S 36.71 S 55.07 S 73.43 $ 91.78 $ 105-08 S 131.12
Security Admirdstrat% S 20.87 S 31.31 S 41.75 S 52.19 S 85.03 S 122.69
Network Security Analyst $ 42.03 $ 63.05 S 64A7 S 105.08 S 131.12 $ 1.5966
Security Network Security Enginmr S 26.45 S 39.67 S 52.90 S W,12 S 1O5.. S 123.91
information`,Kurity Men er $ 41.89 $ 62.83 $ 078 $ 104.72 S 139.62 $ 17453
rl'Aurblor $ 76.71 $ 5.5.07 $ TSAI$ S 91.76 S 1122 $ 1:51.11
LTndetined Title!Security
Pro'. hlana it $ 39.2E $ 58.92 $ 78.57 $ 9E.21 S 119211 $ 1442,1
Prn'cd T-d $ -IkiM $ 53-03 5 70.71 5 88.39 S 125.9C $ 169.M
Pnnpam Manngff $ 41.04 $ 63-56 $ E2.08 $ 102.60 $ 120.87 is 163.55
Projn•I M>aagem rut -le Scrum Master S 27.31 S 40.97 S 54.62 S 68,28 S 109.68 IS 154.39
-le Coach S 30.50 S 4576 S 61.01 S 76.26 S 121.88 IS 167.61
Undefined Title:Pro]cd Atenagcmmt
PaRr 1 o t 2
Cooperative Purchase Page 17 of 22
NSAC 4A5 ExhibitE Not$oExcee dRa to s r1.2
Cy}egg QPCA flo lv'13W
alonrly .-l7 HmFtd, ]kuurky II-Ay Hourly Ratc
Support"Iechma an $ 15.83 is 2371 $ 3165 $ M.56 S 58-00 $ g2"72
Help Desk Technici an S 14.83 S 2225 S 29"66 S 37.08 S 5255 S 6575
Techni-I Sr I-A Businew C'uninui[ Ana!d $ 42.03 $ 6305 $ 84U7 S 105.08 $ 112-00 $ 11920
1k elp Desk Prndkd Support A-1yal $ 18.45 $ 2767 $ M-90 $ 46.12 $ 70-00 $ 101"93
&OP-dun. Sile Rdiabilil L.n inner $ 30.00 $ 4500 $ 60-UU S 75.UU $ 8562 $ 95U6
T¢Nm Am'[}aikuK $ 14.33 $ 3499 $ 4666 $ 5E.32 $ 7318 $ 9175
Operltions
Change Management Managed Organlaational
Illf"HLat1:m rech¢o" fSkangc M-KS--1(OE!'M) $ 24.&1 $ 16.97 $ •1929 $ M A I $ inn"nn $ 14408
PlIPSrrrlre Managem r¢!
Ic 1m Mxna¢n a $ 1435 36"53 187❑ 6.8E $ 92"82 i18"55
(ITSMOpcmdma) IJ..ifnd"lill.I:Sh [gnra Cl1mmUFkMILM C99fdlnatOH S 13.72 S 2MS S 31.43 S 39.29 S 45.68 S 61.94
lSectomcr Rel.fi-m Manw mrnt[!'RMt $ 19.51 $ 2926 $ 3902 S 48.77 $ 434"99 $ 98"48
ST MarktUng D4tap M wkefin8 Anatyst S 18.38 S 27.58 S 36.77 S 45.96 S 56.16 S 72.63
Web ContentTechnician/Manag" $ 17.66 $ 2649 $ 3532 $ 44.16 $ 65-Uo $ 133"5H
Undefined TStic:1T Mack cling
R'Contrad M-v $ 28.01 $ -1201 $ 56"U2 $ '0.U2 $ 822h $ 120"iCk
Inrurm anon'IYrh¢ul ly 1T f:ontracl AkLmniHIFA cw/rcchn id an $ 22.5E $ 3387 $ •1536 $ 56A5 $ 6.1"58 is 71"90
Contra"Mmingement I'FYrocurernr11'1"rclnud- $ 26.16 $ 3926 $ 5235 7.1"92 $ 85.6
Undctincd TStic:IT Colltracfing and Ptocurcmcnt
Page 2 of 2
Cooperative Purchase Page 18 of 22
Exhibit 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 System Soft Technologies,
Inc., a Florida corporation, with its principal location at 3000 Bayport Dr., 9840, Tampa, FL 33607,
("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 [description
of services]. In order to provide the necessary support,Vendor needs access to Internet,Intranet,and email.
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 staff augmentation services. Such access is granted subject to
the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials.The City will provide Vendor with Network Credentials consisting
of user IDs 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").
❑ 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")
❑ Services are being provided without a City Secretary Contract at no cost to the City
❑ 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
#.If 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 IDs 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 Access Agreement(Rev. 8/28/19) Page 19 of 22
Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
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 every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. 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 with access to City-provided Network
credentials, and unauthorized use or sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. 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 VENDORMAY 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, OR FOR ANY REASONABLE
SECURITY MEASURES TAKEN BY THE CITY.IN ADDITION,VENDORSHALL 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 NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. 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
CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME
ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL
MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
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. Rieht 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
Network Access Agreement(Rev. 8/28/19) Page 20 of 22
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 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. This
Agreement and any other documents incorporated herein by reference constitute the entire understanding
and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access
to and use of the City's Network.
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 and void.
14. 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.
15. Force Maieure. 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,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 state courts located in Tarrant County,Texas or 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]
Network Access Agreement(Rev. 8/28/19) Page 21 of 22
[Executed effective as of the date signed by the Assistant City Manager below_] 1 [ACCEPTED
AND AGREED:]
City: Vendor:
B Valerie Washington(Nov 9,202116:07 CST) B f"
Y' Y'
Name: Valerie Washington Name: David M.QuIsh
Title: Assistant City Manager Title: Director,Corporate Operations
Date: Nov 9, 2021 Date: 11/02/2421
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
a--- of this contract,including ensuring all
By: performance and reporting requirements.
Name: Kevin Gunn
Title: Director,IT Solutions
By: Cyn yree(Nov 3,202109:14 CDT)
Approved as to Form and Legality: Name: Cynthia Tyree
Title: Sr. IT Solutions Manager
By: City Secretary:
Name: Taylor Paris
Title: Assistant City Attorney n
By: Om-
Contract ` -�^°^
Authorization: Name: Ronald Gonzales
M&C: NIA Title: Acting City Secretary
Network Access Agxeeinent(Rev. 8/28/19) Pace 22 of 22