HomeMy WebLinkAboutContract 57963 CSC No. 57963
ADDENDUM TO AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND
HORIZON LAB SYSTEMS,LLC
This Addendum to the HORIZON LAB SYSTEMS, LLC SOFTWARE LICENSE
AGREEMENT, HORIZON LAB SYSTEMS, LLC STANDARD SOFTWARE
MAINTENANCE AGREEMENT, and Vendor Quote ("Addendum") is entered into by and
between HORIZON LAB SYSTEMS, LLC ("Vendor") and the City of Fort Worth ("City"),
collectively the "parties."
The Contract documents, collectively the"Agreement," shall include the following:
1. This Addendum;
2. The HORIZON LAB SYSTEMS, LLC SOFTWARE LICENSE AGREEMENT;
3. The HORIZON LAB SYSTEMS, LLC STANDARD SOFTWARE MAINTENANCE
AGREEMENT;
4. The Vendor Quote; and
5. The Network Access Agreement
Notwithstanding any language to the contrary in the attached the HORIZON LAB
SYSTEMS, LLC SOFTWARE LICENSE AGREEMENT ("License Agreement"), the Vendor
Quote, and the HORIZON LAB SYSTEMS, LLC STANDARD SOFTWARE MAINTENANCE
AGREEMENT ("Maintenance Agreement"), if there is any conflict between this Addendum and
the License Agreement, the Vendor Quote, or the Maintenance Agreement, the terms and
conditions of this Addendum shall control. The parties stipulate by evidence of execution of this
Addendum below by a representative of each party duly authorized to bind the parties hereto, that
the parties hereby agree that the provisions in this Addendum below shall be applicable to the
License Agreement, the Maintenance Agreement, and the Vendor Quote as follows:
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to
provide the City with software,licensing,maintenance,support,training,and professional services
for the Water Department's Horizon Laboratory Information Management System, as well as
Horizon Data Management and instrument interfacing products. Specifically,Vendor will perform
all duties outlined and described in the License Agreement, Maintenance Agreement, and Vendor
Quote which are all incorporated herein for all purposes and further referred to herein as the
"Services."Vendor shall perform the Services in accordance with standards in the industry for the
same or similar services. In addition, Vendor shall perform the Services in accordance with all
applicable federal, state, and local laws,rules, and regulations.
2. Term. The Agreement shall commence on May 1, 2022 ("Effective Date"), and
shall expire no later than April 30, 2023 ("Expiration Date"), unless terminated earlier in
accordance with the provisions of this Addendum or otherwise extended by the parties. The
Agreement and may be renewed for four(4) one-year terms at the City's option, each a"Renewal
Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30)
days prior to the end of each term. OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Addendum Page 1 of 11
3. Compensation. The City shall pay Vendor an amount not to exceed seventy-nine
thousand five hundred twenty-nine dollars and zero cents ($79,529.00) in accordance with the
provisions of this Addendum, the License Agreement, the Maintenance Agreement, and the
Vendor Quote, which are 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. The City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless the City first
approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30)
days of receipt of such invoice. Vendor may charge interest on late payments not to exceed one
percent (1%). Vendor shall submit invoices to the City via United States Mail, registered, return
receipt requested, to 200 Texas Street Fort Worth, TX 76102-6314, with attention to Sr. IT
Manager, Water Department.
4. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach.If either party commits a material breach of the 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 the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. 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 the 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.
d. Duties and Obligations of the Parties. In the event that the 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 the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the 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.
Addendum Page 2 of 11
5. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the License
Agreement,Maintenance Agreement, or Vendor Quote requires City to pay attorneys' fees for any
action contemplated or taken, or penalties or liquidated damages in any amount, City objects to
these terms and any such terms are hereby deleted and shall have no force or effect.
6. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its
agents, employees, servants or representatives or(2) received by the other party by United States
Mail, registered,return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth HORIZON LAB SYSTEMS, LLC
Attn: Assistant City Manager Eric Dingfelder, President
200 Texas Street 8601 Six Forks Road
Fort Worth, TX 76102-6314 Suite 160
Raleigh,NC, 27615
With copy to Fort Worth City Attorney's
Office at same address
7. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the License
Agreement,Maintenance Agreement, or Vendor Quote is required to be governed by any state law
other than Texas or venue in Tarrant County, City objects to such terms and any such terms are
hereby deleted and shall have no force or effect.
8. Linked Terms and Conditions. If the License Agreement,Maintenance Agreement,
or Vendor Quote contains a website link to terms and conditions, the linked terms and conditions
located at that website link as of the effective date of the Agreement shall be the linked terms and
conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict
with any provision of either this Addendum,the provisions contained within this Addendum shall
control. If any changes are made to the linked terms and conditions after the date of the Agreement,
such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
9. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the License Agreement, Maintenance Agreement, or Vendor Quote requires City to
purchase insurance, City objects to any such provision,the parties agree that any such requirement
shall be null and void and is hereby deleted and shall have no force or effect. City will provide a
letter of self-insured status as requested by Vendor.
Addendum Page 3 of 11
10. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the License Agreement, Maintenance Agreement, or Vendor Quote
requires City to waive its rights or immunities as a government entity; such provisions are hereby
deleted and shall have no force or effect.
11. Independent Contractor. It is expressly understood and agreed that Vendor will
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 will 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 subcontractors. Vendor
acknowledges that the doctrine of respondeat superior will not apply as between City, its officers,
agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors,
and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of
a partnership or joint enterprise between City and Vendor. It is further understood that City will in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents,
servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents,
servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will 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, contractors, or
contractors.
12. Limitation of Liability and Indemnity. To the extent the License Agreement,
Maintenance Agreement, or Vendor Quote in any way, limits the liability of Vendor or requires
City to indemnify or hold Vendor or any third party harmless from damages of any kind or
character, City objects to these terms and any such terms are hereby deleted and shall have no
force or effect.
13. IP Indemnification. 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 the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if 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 the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
Addendum Page 4 of 11
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 the
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the 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 REQUIRED BY CITY.
14. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s)of Work("Data Breach"),Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws,and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement,any applicable Statement(s)of Work,
or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
Addendum Page 5 of 11
15. No Mandatory Arbitration. To the extent the License Agreement, Maintenance
Agreement, or Vendor Quote requires mandatory arbitration to resolve conflicts, City objects to
these terms and any such terms are hereby deleted and shall have no force or effect.
16. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
17. No Debt. In compliance with Article II § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
18. Public Information. 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. To the extent the License Agreement,Maintenance Agreement,or Vendor Quote
requires that City maintain records in violation of the Act, City hereby objects to such provisions
and such provisions are hereby deleted and shall have no force or effect. In the event there is a
request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It
will be the responsibility of Vendor 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.
19. Addendum Controlling. If any provisions of the attached License Agreement,
Maintenance Agreement, or Vendor Quote conflict with the terms herein, are prohibited by
applicable law, or conflict with any applicable rule, regulation or ordinance of City, the terms in
this Addendum shall control.
20. Network Access.
a. 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 with the Network Access Agreement which is attached
hereto and incorporated herein for all purposes.
b. 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") or 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 the Agreement,Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
Addendum Page 6 of 11
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.
21. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the 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 the 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 the Agreement for violations of this
provision by Vendor.
22. 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.
23. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
24. 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
Addendum Page 7 of 11
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott energy companies; and(2)will not boycott energy companies during the term of
this Agreement.
25. 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 Contractor's signature provides written verification to the City that Contractor: (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.
26. Insurance.
1.1. 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:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
1.1.1.2. 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.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
1.1.3.1. Combined limit of not less than $2,000,000 per
occurrence; $4 million aggregate or
Addendum Page 8 of 11
1.1.3.2. 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.
1.1.3.3. Coverage shall include, but not be limited to, the
following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with
final adjudication language;
1.1.3.3.5. 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;
1.1.3.3.6. 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
Addendum Page 9 of 11
1.1.3.3.7. Any other insurance as reasonably requested
by City.
1.2. General Insurance Requirements:
1.2.1. 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.
1.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
1.2.3. 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.
1.2.4. 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.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. 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.
(signature page follows)
Addendum Page 10 of 11
[Executed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:]
City: Vendor:
Talvl� Epic Dingfelden
By: Dana Burgh doff(Aug 9,202 oao CDT) By: Eric Eric Di�(Jul 29,202209:30 EDT)
Name: Dana Burghdoff Name: Eric Dingfelder
Title: Assistant City Manager Title: President,
Au 9, 2022 HORIZON LAB SYSTEMS, LLC
Date: 9
Date: Jul 29, 2022
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
chnistophen Nanden administration of this contract, including
BY: Christopher Harder(Aug 2,2022 16:28 CDT) ensuring all performance and reporting
Name: Christopher Harder requirements.
Title: Director, Water Department
Approved as to Form and Legality: By: Richard Lisenbee(Jul 29,202209:29 CDT)
Name: Richard Lisenbee
By: Christopher Mullins(Aug 8,2022 17:06 CDT) Title: Sr. IT Manager, Water Department
Name: Christopher Mullins
Title: Assistant City Attorney a�FORT��a
City Secretary: �000010000000lo
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By:Jannette S.Goodall(Aug 9,202210:42 CDT) 00000Opp00000
Name: Jannette S. Goodall ���nEXASoAp
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Addendum Page 11 of 11
HORIZON LAB SYSTEMS,LLC.SOFTWARE LICENSE AGREEMENT
HORIZON®LABORATORY INFORMATION to use the Materials commencing on the Installation Date and
MANAGEMENT SYSTEM continuing in perpetuity unless terminated in accordance with the terms
This Software License Agreement("Agreement")is entered into herein,with the following restrictions:
between HORIZON Lab Systems, LLC., a Wisconsin corporation a. The Materials may be used only by Customer. Customer may
("HORIZON Lab Systems") with its principal office at 8601 Six not sublicense,rent,distribute,lease,timeshare or otherwise transfer or
Forks Road,Suite 160,Raleigh,North Carolina,27615,and the City of assign Customer's rights in the Materials. Customer may not act as a
Fort Worth,Texas ("Customer"),with its principal office at 200 Texas service bureau or provide subscription services using the Materials.
Street,Fort Worth,Texas 76102. b.Customer may not change,alter,modify,translate,disassemble,
decompile or reverse engineer the Materials. If Customer has an
PARAGRAPH 1 Embedded Software License,Customer may not modify the Database
DEFINITIONS data structures except as may be provided through the Software
1.1. "Software" means the executable code of the HORIZON interface.
Laboratory Information Management System Software,together with c.The Materials may be installed and used by no more than the
the executable code for the modules, add-ins, options, special quantity of Licensed Units specified in Exhibit A(as may be amended
functions, and other HORIZON Lab Systems products identified in from time to time).If Licensed Units are based on Concurrent Users or
Exhibit A under a"HC"or"HO'item designation. Named Users,authorization for use must be granted by defining unique
1.2. "Database" means the single central Oracle® database individual user names and security credentials through the Software
including tables for housing Laboratory Information Management interface, which names and credentials may not be shared by other
System (LIMS) data established by the Software, together with any users. A previously authorized Named User may be deactivated and
Oracle software products identified in Exhibit A under a"OR" item replaced by a new Named User,with no net change in license quantity.
designation. d. Customer may not export or re-export the Materials or any
1.3. "Documentation" means all information provided by copy,adaptation,or product thereof,directly or indirectly,in violation
HORIZON Lab Systems which describes the installation,operation and of any U. S. export law or other applicable regulation, or use the
use of the Software,in printed or electronic format. Materials for any purpose prohibited by these laws. The Materials,
1.4. "Materials" means the Software, Documentation and delivered to U.S. Government end users, are "commercial computer
Database. software" pursuant to the applicable Federal Acquisition Regulation
1.5. "Oracle" means the Oracle Corporation, located at 500 ("FAR")and agency-specific supplemental regulations.As such,use,
Oracle Parkway,Redwood Shores,California 94065. duplication, disclosure,modification, and adaptation of the Materials
1.6."Installation Date"means the earliest of the date on which: shall be subject to the license and license restrictions set forth in this
(a)the Software is delivered to the Customer, or(b)the Software is Agreement,and,to the extent applicable,the additional rights set forth
loaded onto Customer's hardware. in FAR 52.227-19, Commercial Computer Software — Restricted
1.7. "Licensed Unit" means the unit of measurement used to Rights(June 1987).
define the quantity of Materials licensed to Customer according to the e.Customer may not publish the results of any benchmark tests on
following definitions: the Materials.
a."Named User"means any real person authorized by Customer f. Customer may not remove or modify any HORIZON Lab
to use the Materials,regardless of whether that person is actively using Systems or Licensor program markings,copyright notices,trademarks
the Materials at any given time. or other notices of proprietary rights in the Materials.
b. "Concurrent User" means any real person authorized by g.All rights not expressly granted are reserved to HORIZON Lab
Customer to use the Materials simultaneously with other authorized Systems and its Licensors.
real persons. 2.2. Additional Units and Materials. Any updates or new
c. "Processor" means the CPU in the computer on which the versions, modules, add-ins, options, customizations or special
Materials are installed and/or running. In a virtual computing functions to the Materials provided to Customer by HORIZON Lab
environment,to count as one(1)Processor it must be either dedicated Systems shall also become part of the Materials and shall be governed
to the Materials or the Materials must be bound to the Processor, by the terms of this Agreement.Additional Units may be added by an
otherwise all Processors in the computer must be counted when Addendum to Exhibit A, subject to payment of the required fees
determining compliance with the license quantity. pursuant to Paragraph 4.
d. "Server" means the computer on which the Materials are 2.3.Copies.Customer shall not make any copies of the Materials
installed. except in accordance with the following:
e. "Instrument" means the individual analytical instrument, or a. The Materials may be copied as part of the standard backup
instrument data system controlling that instrument,as the case may be, process used by Customer, provided that such copies are used only
on which the Materials are installed. when restored to the primary production environment and only during
f. "Workstation" means the individual personal computer on the term of the License granted herein.
which the Materials are installed. b.One copy of the Materials may be used on an unlicensed spare
g."Device"means the individual hardware,hardware data system, (failover)Server provided that(i)such use is exclusively in a failover
network folder or other medium for data storage. environment; (ii)use of the failover Server does not extend beyond a
1.8. "Embedded Software License" means a special Database total of ten separate days in any given calendar year,and(iii)use of the
licensing option limiting the Customer's routine access to the Database failover Server in a production environment is discontinued when the
to the functions provided through the Software interface. primary production Server is repaired or replaced.
1.9. "Licensor" means any third party software provider, c.One copy of the Materials may be installed in development,test
including Oracle,from which HORIZON Lab Systems has secured the and/or training environments, provided that such copy is installed
right to sublicense,distribute,integrate,and/or support the provider's within a tablespace in the same database and on the same Server as the
product as a module,add-in,option or special function when used in production environment.
conjunction with the Materials and the terms of this Agreement. d. HORIZON Lab Systems must approve, in advance and in
PARAGRAPH 2 writing,any additional copies,backups or archives Customer wishes to
LICENSE make, which approval may be contingent upon, among other
2.1. Grant of License. HORIZON Lab Systems grants to conditions,the licensing rules of Oracle and other Licensors.
Customer and Customer accepts,pursuant to the terms and conditions
of this Agreement,nonexclusive,nontransferable license("License")
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HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS CONFIDENTIAL
PARAGRAPH 3 (v)introduction of errors caused by the negligence of Customer or other
TERM non-HORIZON Lab Systems personnel.
b. If the Materials, as delivered to Customer, are alleged to
This Agreement is effective from the earlier of the date of its infringe any registered trademark,registered service mark, copyright
execution by the second party or the Installation Date, and shall or patent,or to misappropriate any trade secrets of a third party(or if
continue until such time as it is terminated in accordance with the terms HORIZON Lab Systems otherwise believes the Materials may infringe
of this Agreement. or misappropriate),HORIZON Lab Systems will make commercially
PARAGRAPH 4 reasonable efforts to either modify the Materials to be noninfringing
LICENSE FEES (while substantially preserving the utility and functionality of the
4.1.Customer agrees to pay HORIZON Lab Systems a license fee affected portion of the Materials)or obtain a license to continue use.
("License Fee")for the License to use the Materials in accordance with 7.2.Other than the foregoing specific warranties,the Materials are
the license quantities and payment terms specified in Exhibits A and B, provided "AS IS" and HORIZON Lab Systems makes no warranty,
respectively. An additional license fee will be required if Customer guaranty,condition,covenant or representation,express or implied.All
adds to the quantity of Licensed Units or acquires licenses for other warranties,including without limitation the implied warranties of
additional modules,add-ins,options,special functions,customizations merchantability, fitness for a particular purpose, noninfringement,
or other products from HORIZON Lab Systems, and such additional timeliness,currency,accuracy or other attributes,or from a course of
fee is deemed part of the License Fee. dealing or usage, are specifically disclaimed. Without limiting the
4.2.Neither the License Fee nor any additional license fee shall foregoing, HORIZON Lab Systems and its Licensors make no
include the right to new versions,updates,upgrades, or additional or warranty or representation that the operation of the Software or the
different software or services of any kind. Database will be uninterrupted or the Materials will be error-free.
4.3.All payments shall be made within the United States in U.S. PARAGRAPH 8
dollars,and shall be nonrefundable. LIMITATIONS ON LIABILITY
4.4. Unless the License Fee is paid in full on or before the 8.1.In the event of a breach of the warranty set forth in Paragraph
Installation Date,a temporary license key will be issued to Customer. 7.1 a,and provided that such breach continues for a period of thirty(30)
At such time as Customer has paid the License Fee in full,Customer days after Customer gives written notice to HORIZON Lab Systems of
will be issued a permanent license key allowing access to the Materials. the breach,then Customer may terminate this Agreement and recover
In the event Customer fails to pay the License Fee in full and pursuant the License Fees paid to HORIZON Lab Systems through the date of
to the terms of Exhibit B,the temporary license key will expire,certain termination and once the License is terminated. This is Customer's
functions of the Materials will cease to operate, and HORIZON Lab exclusive remedy.
Systems may proceed with its remedies for breach. 8.2. In the event Customer alleges a breach of the warranty set
PARAGRAPH 5 forth in Paragraph 7.1b, or in the event HORIZON Lab Systems
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS otherwise terminates part of the License granted hereunder based on an
HORIZON Lab Systems and its Licensors retain all ownership allegation or determination that any part of the Materials infringe the
and intellectual property rights in and to the Materials. Customer intellectual property of a third party,then HORIZON Lab Systems's
acknowledges that the Materials and any modifications, copies or liability shall be limited to a refund of the License Fees actually paid to
derivatives thereof are the sole and exclusive property of HORIZON HORIZON Lab Systems for the applicable part of the Materials for
Lab Systems and its Licensors, regardless of the form or media in which the License has been terminated. This is Customer's exclusive
which the original or copies may exist. The Software, including its remedy.
code,logic,design and structure,contains trade secrets which are the 8.3.Except with respect to damages arising out of or related to a
sole property of HORIZON Lab Systems, and Customer agrees to breach of Paragraphs 7.1a or 7.lb,the remedies for which are set forth
secure and protect the Software so that HORIZON Lab Systems's trade exclusively above, or damages which may arise as a direct result of
secrets therein are not disclosed to any third parties. HORIZON Lab Systems's gross negligence, HORIZON Lab
PARAGRAPH 6 Systems's liability to Customer for damages arising from or related to
CONFIDENTIAL INFORMATION this Agreement shall be limited to the amount of the License Fees
Customer has paid to HORIZON Lab Systems hereunder.
All information related to the nature and use of the Materials is 8.4. Neither party shall be liable for any indirect, incidental,
confidential.Customer will use its best efforts and take all reasonable special,punitive,or consequential damages,whether in tort or contract
steps to protect the Materials from unauthorized reproduction, or based on any other legal theory. Neither HORIZON Lab Systems
publication,disclosure or distribution. nor its Licensors,including but not limited to Oracle,shall be liable for
PARAGRAPH 7 damages from interruption of business,loss of use of the Materials,loss
LIMITED WARRANTIES of profits, revenue, data, or data use, cost of recreating data, cost of
7.1. HORIZON Lab Systems makes the following warranties to capital,cost of any substitute software,or losses caused by delay,even
Customer with respect to the Materials: if HORIZON Lab Systems or its Licensors, including but not limited
a. For the first sixty (60) days after the Installation Date, if the to Oracle, has been advised of the likelihood of such damages
Software,as delivered(and,if applicable,installed)by HORIZON Lab occurring.
Systems fails to perform in accordance with the functional PARAGRAPH 9
specifications in the Documentation,and provided that HORIZON Lab INDEMNIFICATION
Systems is given written notice of the failure within this warranty 9.1. Subject to the limitations in Paragraph 9.2,HORIZON Lab
period,HORIZON Lab Systems will correct or bypass such error to the Systems (or Oracle if the claims relate to the Database) agrees to
extent the error (i) materially affects the user's ability to use the indemnify and defend Customer with respect to any claim brought
Software in accordance with the Documentation; and (ii) can be against Customer based on alleged infringement by the Materials of the
reproduced or recreated by HORIZON Lab Systems under similar claimant's intellectual property rights,provided Customer must:
conditions and in a commercially reasonable manner.HORIZON Lab a.Provide written notice to HORIZON Lab Systems not later than
Systems shall have no obligation to correct or bypass errors under this fifteen(15)days after Customer receives notice of a claim or suit;and
warranty which result from: (iii) modification of the Materials by a b.Give HORIZON Lab Systems(or Oracle if the claims relate to
person other than HORIZON Lab Systems; (iv) errors caused by the Database) sole control of the defense and any settlement
defects, problems or failures of hardware, software or other negotiations;and
components or systems not provided by HORIZON Lab Systems; or
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HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS CONFIDENTIAL
c.Give HORIZON Lab Systems(or Oracle if the claims relate to expectations to cure the default,the non-defaulting party may terminate
the Database) the information, authority and assistance requested to this Agreement.
defend against or settle the claim.HORIZON Lab Systems may settle 13.3. Within ten(10) days after termination of this Agreement,
any such claim in any manner it deems appropriate, provided that Customer shall discontinue use of the Materials; shall either return to
Customer shall have no obligation to make a payment under any such HORIZON Lab Systems the Materials and all copies thereof,or delete
settlement without its prior consent. Customer shall have the right to or destroy all copies of the Materials; and deliver to HORIZON Lab
participate at its own expense in the defense of any such suit or Systems a written certification as such.
proceeding through counsel of its own choosing. 13.4.Upon termination of this Agreement,except termination by
9.2.HORIZON Lab Systems(or Oracle,as applicable)shall have Customer as a result of a breach by HORIZON Lab Systems of
no indemnification obligation to Customer other than as set forth in Paragraph 7.1a or 7.1b, all unpaid License Fees shall immediately
Paragraph 9.1. In clarification but not limitation of the foregoing, become due and payable.
neither HORIZON Lab Systems nor Oracle will indemnify Customer 13.5. Notwithstanding Paragraph 13.4, no further License Fee
if Customer. payment shall be due in the event of termination of this Agreement
a. Makes a claim based upon third party programs or ancillary pursuant to the terms of Paragraph 8.1 or 8.2, and Customer may
programs not included in the Materials;or recover damages as set forth in Paragraph 8.1 or 8.2,as applicable and
b.Alters the Materials or uses a version of the Materials which as limited thereby.
has been superseded, and the infringement claim could have been 13.6.Any provision of this Agreement which by its terms imposes
avoided by using an unaltered current version of the Materials;or continuing obligations,including but not limited to Paragraphs 4,5,6,
c. Combines the Materials with any other software or hardware 7,8,9, 13, 14 and 15,shall survive the termination of this Agreement.
not furnished by HORIZON Lab Systems or Oracle;or PARAGRAPH 14
d. Uses the Materials outside the scope of use set forth in the GOVERNING LAW AND ADJUDICATION
Documentation.
PARAGRAPH 10 14.1. This Agreement is to be governed by and interpreted in
accordance with the laws of the State of North Carolina,without regard
NOTICES to its conflicts of law provisions.
All notices under this Agreement shall be delivered by hand or by 14.2. In the event of a dispute arising under or related to this
a reputable national overnight courier service,with recipient signature Agreement,except as set forth in Paragraph 14.4,the parties shall first
required,and addressed to the recipient's physical address indicated in submit the dispute for mediation in Raleigh,North Carolina,or in any
the fast paragraph of this Agreement, or to such other address as the other place mutually agreed upon by both HORIZON Lab Systems and
recipient may designate by providing notice. The notice shall be Customer.The mediator shall be agreed upon by the parties.
considered delivered on the day of delivery,as indicated by the signed 14.3.In the event that mediation is not successful,the dispute shall
receipt. be submitted for binding arbitration by one arbitrator in accordance
PARAGRAPH 11 with the rules of the American Arbitration Association. Entry of
ASSIGNMENT judgment from that arbitration may be made in a court of competent
jurisdiction.
Neither party may assign any right,remedy,obligation,or liability 14.4. Notwithstanding the foregoing, in order to prevent
under this Agreement without the prior written consent of the other irreparable harm, either party may seek temporary and interim
party,which consent shall not be unreasonably withheld,provided that injunctive relief from a court of competent jurisdiction,provided that
HORIZON Lab Systems may,without the consent of Customer,assign such relief shall not be made permanent by other than the arbitrator.
all, but not less than all, of its rights and obligations under this PARAGRAPH 15
Agreement to a third party purchaser of all or substantially all the assets
or equity of HORIZON Lab Systems, or with which HORIZON Lab RELATIONSHIP BETWEEN HORIZON LAB SYSTEMS AND
Systems affects a merger or business combination,provided any such ORACLE
third party agrees in writing to assume all obligations of HORIZON The parties agree that Oracle is a third party beneficiary of this
Lab Systems under this Agreement. HORIZON Lab Systems may Agreement. HORIZON Lab Systems is an independent
require payment of an assignment fee to cover its administrative costs contractor/licensee in all matters relating to its contracts with Oracle.
or assignment-related fees that may be required by Oracle or other Except for as specifically identified in this Agreement, neither
relevant Licensors. Oracle may deny assignment of the Database for HORIZON Lab Systems nor Oracle has any authority to assume or
any reason,may require an assignment fee, and may assign its rights create any obligation,express or implied,on behalf of the other party,
and obligations without further notice. nor to represent the other party as agent, employee, franchisee, or in
PARAGRAPH 12 any other capacity.
FORCE MAJEURE PARAGRAPH 16
Neither party shall be in default or otherwise liable for any delay WAIVER AND SEVERABILH'Y
in or failure of its performance under this Agreement if such delay or 16.1.No term of this Agreement shall be deemed waived and no
failure arises by any reason beyond its reasonable control, including breach excused unless such waiver or excuse shall be in writing and
any act of God, any acts of the common enemy, earthquakes, floods, signed by the party giving the waiver or excuse. Thefailure of either
fires,epidemics,riots,labor disputes,failures or delay in transportation party to exercise in any respect any right provided for in this Agreement
or communications, or any act or failure to act by the other party or shall not be construed as a waiver of any further right under this
such other party's employees,agents or contractors(a"Force Majeure Agreement, and no waiver shall be a continuing waiver unless
Event"); provided, however, that failure to make payment of the specifically so stated in the writing.
License Fee when due shall never be deemed to be a result of a Force 16.2.If any provision of this Agreement shall for any reason be
Majeure Event. held to be invalid or unenforceable, such decision shall not affect,
PARAGRAPH 13 impair or invalidate the remainder of this Agreement, but shall be
TERMINATION confined in its operation to the provision of this Agreement directly
13.1.The License granted hereunder shall automatically terminate involved in the controversy in which the decision was rendered, the
with the termination of this Agreement. invalid or unenforceable provision shall be reformed by the arbitrator
13.2. In the event of any default of any obligation under this so that each party shall have the obligation to perform reasonably
Agreement which remains uncured thirty(30)days after receipt of a alternatively to give the other party the benefit of the bargain.
written notice identifying in detail the nature of the default and the
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HORIZON Lab Systems,LLC,8601 Sias Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS CONFIDENTIAL
PARAGRAPH17 PARAGRAPH18
TAXES WHOLE AGREEMENT
Customer is responsible for and shall pay all sales,use,and excise Each party acknowledges that it has read this Agreement,
taxes, and like charges imposed by any federal, state, or local understands it,and agrees to be bound by its terms.The parties further
governmental entity for products or services provided under this agree that this Agreement,including its Exhibits,is the complete and
Agreement, excluding only taxes based solely on HORIZON Lab exclusive statement of the agreement of the parties with respect to the
Systems's income. When HORIZON Lab Systems has the legal subject matter hereof and that it supersedes and merges all prior
obligation to collect such taxes, the appropriate amount shall be proposals, understandings, and agreements, whether oral or written,
invoiced to and paid by Customer unless Customer provides between the parties with respect to the subject matter hereof. This
HORIZON Lab Systems with a valid tax exemption certificate Agreement may not be modified except by a written instrument duly
authorized by the appropriate taxing authority. Customer shall hold executed by the parties hereto.Any term or condition on a printed form
HORIZON Lab Systems harmless from all claims and liability arising which shall be sent to HORIZON Lab Systems from Customer shall
from Customer's failure to pay any such taxes,duties,or charges. have no effect, and shall not modify, add to, or subtract from the
obligations and rights set forth herein.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below.
HORIZON Lab Systems,LLC Organization
Signed: Eric Dingfelder(Aug 11, 7:35 EDT) Signed: Dana Burghdoff(Aug 9,202 0:10 CDT)
Print: Eric Dingfelder Print: Dana B u rg h d off
Title: President Title: Assistant City Manager
Date: Jul 29, 2022 Date: Aug 9, 2022
License_012022 Page of
HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS CONFIDENTIAL
EXHIBIT A
TO SOFTWARE LICENSE AGREEMENT
A. LICENSED MATERIALS:
The Materials included in this License are itemized in the Licensed Units and quantities described below:
Laboratory Information Management System IMS
HC-002 HORIZON Central-One Core LIMS,Database Licenses 38 Named Users
HC-003 Standalone Test System HZN LIMS,HRM,DB 10 Named Users
Enterprise Reporting and Business Intelligence B
HO-106 HORIZON Reports Report Writer,Dev Tools 1 Processor
HO-107 HORIZON LabOnline Web Portal 1 Site
HO-109 HORIZON Charts Control Charts/Analysis Tool 1 Site
Data Capture and Integration
HO-114 HORIZON Instruments Instrument Data Parsing Tool 1 Site
HO-117 HORIZON Field Field/Pre-login Integrations 6 Named Users
HO-120 Sim lelndex OCR Software Scanned Document Capture 1 Workstation
Database and Tools
OR-305 Oracle Database,ESL Standard Edition Oracle Database 38 Named Users
EXRtBIT B
TO SOFTWARE LICENSE AGREEMENT
A. CURRENT LICENSE FEE: $256,085
The License Fees,payment terms,and related Terms and Conditions are described herein the Software License Agreement.
Note:The amount stated above as current licenses fee is the value of the current licenses owned by the City of Fort Worth and is NOT an
additional charge amount.The amount is used to calculate the annual software support and maintenance.
License_012022 Page of
HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS,LLC.STANDARD SOFTWARE MAINTENANCE AGREEMENT
HORIZON®LABORATORY INFORMATION 1.10."Customer Error"means an error in the functioning of
MANAGEMENT SYSTEM the Materials which results from(i)defects,problems,failures,or use
This Standard Software Maintenance Agreement("Agreement") With hardware,software or other components or systems not provided
is made and entered into as of the date of the last signature below, by HORIZON Lab Systems;(ii)use with Unsupported Items;(iii)
between HORIZON Lab Systems,LLC,a Wisconsin corporation negligence of Customer or other non-HORIZON Lab Systems
("HORIZON Lab Systems")with its principal office at 8601 Six personnel;or(iv)modification of the Materials by Customer,
Forks Road,Suite 160,Raleigh,North Carolina,27615,and the City including without limitation changes made by Customer to the control
of Fort Worth ("Customer"),with its principal office at 200 Texas tables and computation routines in a manner inconsistent with the
Street,Fort Worth,Texas 76102. Documentation or HORIZON Lab Systems-provided training.
Customer Error shall also mean an error resulting from Customer's
WITNESSETH: use of the Materials(v)in a manner that is not within ordinary use of
WHEREAS,HORIZON Lab Systems and Customer entered into the Materials as described in the Documentation;or(vi)in a
a Software License Agreement dated March 11,2011("License computing environment not certified or recommended by HORIZON
Agreement");and Lab Systems for use with the Materials.
WHEREAS,Customer desires to obtain from HORIZON Lab 1.11."Error"means any error in the Documentation or failure
Systems certain software maintenance services with respect to the of the Software,as delivered(and,if applicable,installed)by
License Agreement; HORIZON Lab Systems,that materially affects the user's ability to
NOW,THEREFORE,in consideration of the mutual covenants use the Software in accordance with the Documentation,to the extent
and conditions set out in this Agreement,the parties agree as follows: the error or failure is not the result of Customer Error.
PARAGRAPH 1 1.12."Normal Working Hours"means the hours between 8:00
DEFINITIONS A.M.and 6:00 P.M.Customer local time,Monday through Friday,
1.1. "Software"means the executable code of the HORIZON excluding regularly scheduled HORIZON Lab Systems holidays.
Laboratory Information Management System Software, together PARAGRAPH 2
with the executable code for the modules,add-ins,options,special OBLIGATIONS AND SERVICES
functions,and other HORIZON Lab Systems products included in 2.1.Customer Obligations.
the terms of the License Agreement. a.Customer shall be responsible for procuring,installing,and
1.2. "Database" means the single central Oracle® database maintaining all equipment,telephone lines,communications
including tables for housing Laboratory Information Management interfaces,operating systems and other hardware and software
System(LIMS)data established by the Software,together with any necessary to operate the Materials in conformance with the
other Oracle software products included in the terms of the License Documentation.
Agreement. b.Customer shall be responsible for installing and implementing
1.3. "Documentation" means all information provided by the Materials,unless such services are provided by HORIZON Lab
HORIZON Lab Systems which describes the installation,operation Systems pursuant to a separate agreement.
and use of the Software,in printed or electronic format. c.Customer shall designate up to three(3)contact persons
1.4. "Materials" means the Software, Documentation and ("Customer Technical Representatives")for all software support
Database. and maintenance communication with HORIZON Lab Systems's
1.5. "Oracle" means the Oracle Corporation, located at 500 designated Technical Support and Project Management points-of-
Oracle Parkway,Redwood Shores,California 94065. contact,and each Customer Technical Representative shall only be
1.6."Parser"means an executable program,routine,or other designated as such following successful completion of all HORIZON
code or method developed by HORIZON Lab Systems to reformat Lab Systems-recommended training on implementation and use of the
data and generate an output file. Materials.
1.7."Error Correction"means(i)a software modification or d.Prior to contacting HORIZON Lab Systems for assistance,the
addition that,when made or added to the Materials,establishes Customer Technical Representative shall use his or her own expertise
material conformity of the Materials to the Documentation;(ii)a and careful review of the Documentation to attempt to resolve
procedure or routine that,when observed in the regular operation of Customer's questions or issues relating to the Materials.
the Materials,eliminates or bypasses the practical adverse effect on e.The Customer Technical Representative shall provide ongoing
Customer of such nonconformity;or(iii)an update to the and timely feedback to HORIZON Lab Systems in support of all
Documentation to reflect the intended description of the proper use of troubleshooting and resolution activities relating to the Materials.In
the Materials. some cases,this feedback may require the Customer Technical
1.8."Updates"means any additional or supplemental releases of Representative to supply a reproducible test case,database export,
the Materials made generally available under this Agreement,and documentation(such as screen captures),or remote or on-site access
which may include Error Corrections or enhancements to the to Customer's software and hardware.
Materials.The Updates do not include fundamental changes to the 2.2.Covered Services.During Normal Working Hours and
graphical user interface technology,supported database or operating throughout the tern of this Agreement:
system platform,or any additional hardware or software necessary to a.HORIZON Lab Systems shall provide to the Customer
support such changes. Technical Representatives telephone,web,and e-mail assistance
1.9."Unsupported Items"shall include but not be limited to the related to(i)Error notification and resolution;(ii)questions on
following,whether or not provided by HORIZON Lab Systems:(i) configuration,functional,and operational issues related to the
scripts;(ii)Materials or other software beyond the warranty period; Materials;and(iii)questions on the content and installation of new
(iii)example software(e.g.,off-the-shelf reports,calculations, Updates.
triggers or interfaces)to assist users in extending the Software's b.HORIZON Lab Systems shall adequately staff a call support
functionality;(iv)Parsers for versions of instruments or data sources center with trained,full-time employees capable of rendering the
other than those for which the Parsers were originally developed;(v) Covered Services.
Updates other than the most recent Update of the Materials,provided c.HORIZON Lab Systems shall maintain a technical support
that HORIZON Lab Systems shall continue to support prior Updates request database for tracking the disposition of all technical support
for a period of sixty(60)days from the date of the most recent requests,software change requests,and related communications and
Update;and(vi)hardware. diagnostic information.
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HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS CONFIDENTIAL
d.HORIZON Lab Systems shall be responsible for Error 3.4.Payment Terms.Payments are due to HORIZON Lab
Correction,provided that(i)HORIZON Lab Systems is given written Systems within thirty(30)days from receipt of invoice.If payment is
notice of the Error by the Customer during the term of this not made within thirty(30)days,Customer agrees to pay interest on
Agreement;and(ii)the Error can be reproduced or recreated by all unpaid amounts at the rate of the lesser of one and one-half percent
HORIZON Lab Systems under similar conditions and in a (1.5%)per month or the highest rate allowed under applicable law.
commercially reasonable manner. 3.5.Late Payment and Nonpayment.If Customer fails to pay
e.If the Error affects the use of the Materials in a production any invoices issued when due,HORIZON Lab Systems reserves the
environment,HORIZON Lab Systems shall provide Error Correction right to withhold any and all services to the Customer,and no refund
through a"service pack"or"patch,"which may be downloaded from shall be due if services are so suspended.If HORIZON Lab Systems
HORIZON Lab Systems's web site,and HORIZON Lab Systems does suspend services,Customer may have the services reinstated
shall include the Error Correction in all subsequent Updates of the only upon payment of all overdue invoices including interest.
Materials. HORIZON Lab Systems also reserves the right to seek any other
2.3.Other Services.Any services not specified in Paragraph 2.2 remedies available to collect delinquent payments from Customer.
above will be considered"Other Services." Withholding of services by HORIZON Lab Systems for nonpayment
a.Other Services shall include but not be limited to(i)correction does not release Customer of any obligations to HORIZON Lab
of Customer Errors;(ii)services provided outside of Normal Working Systems,including without limitation the obligation to pay the
Hours;(iii)assistance with installation of Updates if it is more remaining amounts due for the term of this Agreement.
practical,in HORIZON Lab Systems's sole opinion,to provide the PARAGRAPH 4
service at Customer's site;(iv)training;(v)system implementation; PROPRIETARY RIGHTS
(vi)custom programming;(vii)test methods or workflow
customization;(viii)data imports or conversion(such as client and 4.1.Any Updates or Error Corrections received by Customer
sample results data migration);(ix)table enhancements or shall also become part of the Materials and shall be governed by the
modifications;(x)custom interface development; en report terms and conditions of this Agreement and the License Agreement.
customization or development;(xii)consulting or project 4.2.The Materials are and shall remain the sole property of
management services;or(xiii)network,database management or HORIZON Lab Systems and its licensors,regardless of whether
recovery,operating system,hardware or other IT service not Customer,its employees,or contractors shall have contributed to the
specifically identified in Paragraph 2.2 as a Covered Service. conception of such work,joined in the effort of its development,or
b.Other Services may be provided by HORIZON Lab Systems, paid HORIZON Lab Systems for the use of the work product.
at its sole discretion,subject to staff availability and pursuant to the Customer shall take any further action and execute and deliver any
additional payments and terms specified in Paragraph 3,Exhibit A further instrument,including documents of assignment or
and(if applicable)a separate Technical Services Agreement by and acknowledgment,that HORIZON Lab Systems may reasonably
between the parties. request in order to establish and perfect HORIZON Lab Systems's
c.If Customer notifies HORIZON Lab Systems of an Error,and exclusive ownership rights in such works.Customer shall not assert
after investigation by HORIZON Lab Systems it is determined that any right,title,or interest in such works,except for the non-exclusive
the problem is the result of Customer Error,HORIZON Lab Systems right of use granted to Customer at the time of its delivery or on-site
reserves the right to bill Customer as an Other Service for all time and development.
expenses accrued in making this determination. PARAGRAPH 5
PARAGRAPH 3 LIMITED WARRANTIES AND DISCLAIMER OF LIABILITY
FEES AND CHARGES 5.1.Except as set forth in this Agreement,HORIZON Lab
3.1.Maintenance Fees.Fees for the term of this Agreement Systems expressly disclaims any and all warranties concerning the
shall be as set forth in Exhibit A and shall be due and payable upon Materials or the services to be rendered hereunder,whether expressed
execution of this Agreement.Thereafter,Customer may renew this or implied,including(without limitation)any warranty of
Agreement for consecutive one year terms upon payment of the merchantability or fitness for a particular purpose.
annual maintenance fee;provided however,HORIZON Lab Systems 5.2.Customer expressly agrees that in no event shall HORIZON
hereby reserves the right to adjust annual maintenance fees and make Lab Systems be liable for any consequential or special damages
other modifications to this Agreement so long as HORIZON Lab arising from breach of warranty,breach of contract,negligence or any
Systems notifies Customer of such changes no later than sixty(60) other legal theory,whether in tort or contract,even if HORIZON Lab
days prior to the renewal of this Agreement.A renewal notice and Systems has been advised of the likelihood of such damages
quotation shall be sent to Customer at least sixty(60)days before the occurring,including without limitation,damages from interruption of
beginning of each renewal term,followed by an invoice no later than business,loss of profits or business opportunities,loss of use of
thirty(30)days before the beginning of each renewal term.Full software,loss of data,cost of recreating lost data,cost of any
payment shall be due on or before the first day of the renewal support substitute software,or losses caused by delay.
period. 5.3.HORIZON Lab Systems shall not be liable for any failure or
3.2.Emergency Support.This Agreement does not include delay in performance of any obligation under this Agreement if such
support services outside of Normal Business Hours or"on call"24- failure or delay is caused by circumstances not directly or
hour/365 days support.Any such"Emergency Support"service is substantially under the control of HORIZON Lab Systems,including
considered an Other Service. without limitation,failures resulting from acts of God,acts of public
3.3.Travel Expenses.Customer shall reimburse HORIZON Lab authorities,fires or other natural disasters,delays of suppliers or
Systems for reasonable travel expenses(e.g.,transportation,lodging, carriers,or serious illnesses of key HORIZON Lab Systems
and meals),courier fees,and long distance telephone or modem personnel.
expenses incurred by HORIZON Lab Systems in rendering services to 5.4.HORIZON Lab Systems shall not be liable for recovery of
Customer more than twenty five(25)miles from HORIZON Lab the database or lost data due to Customer Error,disk corruption or
Systems's principal office.HORIZON Lab Systems shall provide other factors outside of HORIZON Lab Systems's control,including
documentation with the invoice in the form of copies of receipts for but not limited to acts of God,power surges or other electrical
all billable expenses incurred.HORIZON LAB SYSTEMS SHALL NOT malfunction,neglect or inadequate maintenance of the Software,or
CHARGE CUSTOMER FOR TIME SPENT TRAVELING TO AND FROM problems caused by or related to the operating system,network or
CUSTOMER'S SITE. system hardware,which problems shall also be considered Other
Services.
Support_012022 Page 2 of 5
HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS CONFIDENTIAL
5.5.HORIZON Lab Systems's liability for damages to Customer proposals,understandings,and agreements,whether oral or written,
shall be limited in all cases to the annual maintenance fee paid by between the parties with respect to the subject matter hereof.This
Customer for this Agreement,for the year in which the alleged Agreement may not be modified except by a written instrument duly
liability first arose. executed by the parties hereto.Any term or condition on a printed
PARAGRAPH 6 form which shall be sent to HORIZON Lab Systems from Customer
TERM AND TERMINATION shall have no effect,and shall not modify,add to,or subtract from the
obligations and rights set forth herein.
6.1.The initial term of this Agreement shall commence on the 7.3.This Agreement is to be governed by and interpreted in
date identified in Exhibit A,and shall continue for a period of one accordance with the laws of the State of North Carolina,without
year.Unless HORIZON Lab Systems provides written notice to the regard to its conflicts of law provisions.In the event of a dispute
contrary,this Agreement shall automatically terminate at the arising under or related to this Agreement,the parties shall fast
conclusion of any term if payment for the next consecutive tern is not submit the dispute for mediation in Raleigh,North Carolina,or in any
received by HORIZON Lab Systems as specified in Paragraph 3. other place mutually agreed upon by both HORIZON Lab Systems
6.2.This Agreement may be terminated as follows: and Customer.The mediator shall be agreed upon by the parties.In
a.This Agreement shall immediately terminate upon the the event that mediation is not successful,the dispute shall be
termination of the License Agreement. submitted for binding arbitration by one arbitrator in accordance with
b.This Agreement may be terminated by either party upon the the rules of the American Arbitration Association.Entry of judgment
expiration of the then-current term of this Agreement,provided that at from that arbitration may be made in a court of competent
least thirty(30)days'prior written notice is given to the other party. jurisdiction.
c.This Agreement may be terminated by either party upon thirty 7.4.In the event that any provision of this Agreement is held
(30)days'prior written notice if the other party has materially invalid,illegal,or unenforceable,such decision shall not affect,
breached the provisions of this Agreement and has not cured such impair or invalidate the remainder of this Agreement,but shall be
breach within such notice period. confined in its operation to the provision of this Agreement directly
6.3.Following termination of this Agreement,HORIZON Lab involved in the controversy in which the decision was rendered.The
Systems shall immediately invoice Customer for all accrued fees and invalid or unenforceable provision shall be reformed by the arbitrator
charges and all reimbursable expenses,and Customer shall pay the so that each party shall have the obligation to perform reasonably
invoiced amounts immediately upon receipt of such invoices. alternatively to give the other party the benefit of the bargain.The
6.4.Termination of this Agreement for Customer's convenience remaining provisions shall be enforced to the maximum extent
or for breach by Customer,prior to the expiration of the then-current permitted by applicable law.
term specified in Exhibit A and pursuant to the terms of this 7.5.Neither party may assign any right,remedy,obligation,or
Paragraph 6,shall not obligate HORIZON Lab Systems to refund any liability under this Agreement without the prior written consent of the
amount paid by Customer for this Agreement nor result in any other party,which consent shall not be unreasonably withheld,
liability,under any theory of law or equity,of HORIZON Lab provided that HORIZON Lab Systems may,without the consent of
Systems to Customer,other than to provide Customer with all Customer,assign all,but not less than all,of its rights and obligations
currently available Updates through the date of termination. under this Agreement to a third party purchaser of all or substantially
6.5.Provided that the License Agreement remains in effect,then all the assets or equity of HORIZON Lab Systems,or with which
upon termination of this Agreement Customer shall be permitted to HORIZON Lab Systems affects a merger or business combination,
continue use of the Materials pursuant to the terms of the License provided any such third party agrees in writing to assume all
Agreement.If the License Agreement has terminated,Customer shall obligations of HORIZON Lab Systems under this Agreement.
take such actions with respect to the Materials as required under the 7.6.No term or provision of this Agreement shall be deemed
License Agreement upon its termination. waived and no breach excused unless such waiver or consent shall be
6.6.Notwithstanding termination of this Agreement,all in Ming and signed by the party claimed to have waived or
obligations related to Proprietary Rights under Paragraph 4,all consented.Failure to enforce any of the provisions of this Agreement
disclaimers and limitations under Paragraphs 5 and 6.4,and the terms shall not be construed as a waiver of future rights to enforce the same
in Paragraphs 3.5,7.1,7.2,7.3,7.4 and 7.6 shall remain in effect. or other provisions of this Agreement.
6.7.Unless the provisions of this Agreement are changed by 7.7.Customer shall be entitled to all benefits of the escrow
HORIZON Lab Systems prior to renewal,the terms of the Agreement arrangements HORIZON Lab Systems has with its independent
shall renew automatically;in such cases,only the prior term's Exhibit software escrow services provider("Escrow Agent"),so long as(i)
A will be superseded by a revised Exhibit A for the renewal tern. Customer continuously renews this Agreement and pays in full any
PARAGRAPH 7 associated fees for this Agreement;and(ii)is not in material breach
MISCELLANEOUS of this Agreement or other written contract between HORIZON Lab
7.1.Unless written approval is granted by the other party,each Systems and Customer.The escrow agreement HORIZON Lab
party agrees to refrain from soliciting or hiring or contracting or Systems has with its Escrow Agent entitles Customer,with the
attempting to hire or contract the other's employees or subcontractors exceptions described above and with the exception of any third party
who have been involved with the provision of services under this software not owned and controlled directly by HORIZON Lab
Agreement for a period of one(1)year from termination of such Systems,to receive the source code in the event(iii)HORIZON Lab
employee's provision of services under this Agreement.In the event Systems ceases to offer support on the software as a commercial
this provision is found to conflict with current labor laws or otherwise endeavor;(iv)HORIZON Lab Systems has made an assignment for
be unenforceable,or HORIZON Lab Systems grants permission to the benefit of creditors;or(v)HORIZON Lab Systems institutes or
Customer to hire or contract a HORIZON Lab Systems employee or becomes subject to a liquidation or bankruptcy of any kind.In the
subcontractor,HORIZON Lab Systems shall be entitled to receive event that Customer does access the source code from escrow,the
from Customer a"placement fee,"in the amount of 25%of the source code may only be used as set forth in the Software License
employee's or subcontractor's most recent total annualized Agreement and the Software Maintenance Agreement,and for no
compensation. other purpose and to no greater extent.Release of source code from
7.2.Each party acknowledges that it has read this Agreement, escrow shall not terminate this Agreement nor cause waiver of any of
understands it,and agrees to be bound by its terns.The parties further HORIZON Lab Systems's or HORIZON Lab Systems's successor's
agree that this Agreement,including its Exhibits,is the complete and rights described by this Agreement.
exclusive statement of the agreement of the parties with respect to the
subject matter hereof and that it supersedes and merges all prior
Support_012022 Page 3 of 5
HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS,LLC.STANDARD SOFTWARE MAINTENANCE AGREEMENT
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below.
HORIZON Lab Systems,LLC Organization
Eric Din�felder Tc�rcm Bu2al�eLL
Signed: Signed: Dua au�naoam gs,zo oao cOTi
Print: Eric Dingfelder Print_ Dana Burghdoff
Title: President Title: Assistant City Manager
Date: Jul 29,2022 Date: Aug 9,2022
Support_012022 Page 4 of 5
HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON LAB SYSTEMS CONFIDENTIAL
EXHIBIT A
TO SOFTWARE MAINTENANCE AGREEMENT
A. RESPONSE TIME OBJECTIVES:
Service Level Severity 1 Severity 2 Severity Severity 4 Severity 5
Production Systems General Questions Enhancements
Description/ Complete loss of Severely impacted Moderately impacted System configu- Enhancement
Examples services;application use of application use of application ration questions for requests or
unusable or with no reasonable with reasonable additional features or documentation
inaccessible. workaround. workaround. new installation. errors.
HORIZON Lab
Systems Immediate 1 hour 4 hours 1 business day 3 business days
Response
Customer
1 hour Shorter of 4 hours or 1 business day 1 business day N/A
Res onse same business day
Escalation Immediate Tier 2 4 hours 1 business day 1 business day N/A
Resolution 1 hour Shorter of 4 hours or 3 business days N/A Other Service',
same business day if applicable.
Interim patch and Interim patch and Other Service',
Error Correction next Update,if next Update,if Software Update N/A if applicable.
applicable applicable
B. STANDARD SOFTWARE MAINTENANCE FEES:
The price for this term period, May 1,2022 through April 30,2023,shall include the following:
❑x Software maintenance fee for the Software and Documentation,at$48,019.00
A renewal notice and quotation for fees to renew this Agreement shall be provided to Customer no later than sixty(60)days prior to the
expiration of the then-current term.An invoice for renewal fees shall be provided to Customer no later than thirty(30)days prior to expiration,
and shall be payable on the date the new agreement commences.Unless the provisions of this Agreement are changed by HORIZON Lab
Systems prior to renewal,the terms of the Agreement shall renew automatically;in such cases,only the prior term's Exhibit A will be superseded
by a revised Exhibit A for the renewal term.
'See Paragraph 2.3 and Technical Services Agreement for applicable terms and rates.
2Severity categorization will be downgraded if Customer Response is delayed.
Support_012022 Page 5 of 5
HORIZON Lab Systems,LLC,8601 Six Forks Road,Suite 160,Raleigh,North Carolina 27615
HORIZON° Quotation
HORIZON LABORATORY INFORMATION MANAGEMENT SYSTEMS 20220209000-CC3
7/14/2022
CUSTOMER CONTACT INFORMATION HORIZON CONTACT INFORMATION
Customer: City of Fort Worth Water Acct Mgr: Christopher Couch
Contact: Charmaine Baylor Phone: 919.896.7740
Address: 200 Texas Street Email: Chris.Couch@clinisys.com
City, ST Zip: Fort Worth, TX 76102 Project TBD
Mgr:
Phone: 817.392.6629 Phone:
Email: Charmaine.Baylor@fortworthtexas.gov Email:
software:ITEM database • tools QTY UNITS TOTAL
Required OR-304 Oracle Database, ESL Standard Edition — 1 Named User $258
ES - Standard Edition
SUBTOTAL -software: database and tools $258
managementITEM software: laboratory information QTY UNITS TOTAL
Required HC-001 HORIZON Central- Additional- LIMS License 1 Named User $4,200
Required OT-508 HORIZON University, Online— 1 Named User $1,800
HORIZON LIMS Distance Learning - Existing
SUBTOTAL- software: laboratory information management system (LIMS) $6,000
ITEM services: professional services QTY UNITS RATE TOTAL
Required PS-412 Standard Project Services — 40 Hours $168 $6,720
Services with Specifications
SUBTOTAL -services: professional services $6,720
trainingITEM services: QTY UNITS RATE TOTAL
Required TR-505 Report Writer and EDD Training - Remote 24 Days $168 $4,032
Required TR-502 System Administrator I Training, Onsite— 1 Course $5,400 $5,400
At Client Site (Maximum 6 Students)
Required TR-503 System Administrator II Training, Onsite— 1 Course $5,400 $5,400
At Client Site (Maximum 6 Students)
SUBTOTAL -services: training $14,832
support:ITEM and annual QTY UNITS RATE TOTAL
maintenance
Required WA-703 HORIZON Software Maintenance Renewal 1 Year $48,019 $48,019
- Help Desk Support and Updates
SUBTOTAL - support: warranty and annual maintenance $48,019
ITEM travel expenses (estimated) QTY UNITS RATE • '
Required TE-808 System Administrator Training, Onsite - For 6 Days $350 $2,100
Item TR-502 and TR-503
Required TE-812 Airfare - For On-Site Services 2 Trips $800 $1,600
SUBTOTAL -travel expenses (estimated) $3,700
QUOTATION TOTAL $79,529
Footnotes:
•Annual Maintenance and Support amount based on license count as of 4/29/2022.
• HORIZON User license quoted as one named user license. First year of license support included at no cost. Subsequent
years added to annual maintenance and support amount.
• HORIZON University license quoted as one named user license. First year of license support included at no cost.
Subsequent years added to annual maintenance and support amount.
•WebEx sessions included.
• See included SOW for services and training detail.
HORIZnNo
Scope of Work
Company City of Fort Worth Water
Project HORIZON LIMS v13 Upgrade
Prepared for Charmaine Baylor,Sr. IT Business Planner,Water IT,City of Fort Worth
Prepared by Chris Couch,VP, Business Development, HORIZON
Prepared on 2/9/2022, Revised 7/14/2022
Objectives
To provide services to the City of Fort Worth for HORIZON LIMS Upgrade-Current version v12.9.x to v13.2
Deliverables
The deliverables for this SOW will be professional services from HORIZON to be used for planning meetings,
conference calls and configuration assistance. Services will be delivered on an as needed basis and invoiced
monthly.
Assumptions
All hardware and local operating system software will have been installed and ready for work to commence for the
HORIZON v13.2 Upgrade.
Deliverables
-install 13.2 (no charge)
-migrate 12.9 database and upgrade to 13.2 (no charge)
-General services
-troubleshooting
-assist with invoicing configuration and development of QuickBooks or Innova or PeopleSoft A/R file
-assist with LabOnline configuration
-assist with HORIZON Field installation and configuration
-Total Hours:40
-Subtotal:$6,720
-HORIZON University for on-going administrator training(1 named user)
-HORIZON Report Writer training and mentoring(24 hours)
-Total Training:24 hours plus online learning management system
-Subtotal:$5,832
HORIZON °
Cost
All services will be invoiced as delivered.
Estimated Allocation—all deliverables for this SOW: $12,552
Services and Training Total:$12,552
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide software,
licensing, maintenance, support, training and professional services for the Water Department's
Horizon Laboratory Information Management System, as well as Horizon Data Management and
instrument interfacing products. In order to provide the necessary support,Vendor needs access to the
Water Department network.
2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing software, licensing, maintenance, support, training and
professional services for the Water Department's Horizon Laboratory Information Management
System, as well as Horizon Data Management and instrument interfacing products. 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 Contractor.
Access rights will automatically expire one (1)year from the date of this Agreement. 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. This Agreement will be associated with the Services designated below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated;and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
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
City Secretary Contract No.
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor 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 Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or
representatives,of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Contractor's Data,terminate the Agreement,and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
5.1. Notice to Vendor Personnel—For purposes of this section,Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City's Network:
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Contractor,and/or Vendor Personnel, shall be prohibited from connecting
personally-owned computer equipment to the City's Network;
5.1.3. Contractor Personnel shall protect City-issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City's
Network;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Contractor Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City;and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
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 Contractor,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 Contractor-owned equipment that contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
City Secretary Contract No.
Network credentials,and unauthorized use or sharing of Network credentials.
(signature page follows)
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
3�GG person responsible for the monitoring and
By: Dana Burghdoff(Aug 9,202 O:10CDT) administration of this contract, including
Name: Dana Burghdoff ensuring all performance and reporting
Title: Assistant City Manager requirements.
Date:
Aug 9, 2022
. Ak&._
By: Richard Lisenbee(Jul 29,202209:29 CDT)
Approval Recommended: Name: Richard Lisenbee
Title: Sr. IT Manager, Water Department
Christopher Narder Approved as to Form and Legality:
By: Christopher Harder(Aug 2,202216:28 CDT)
Name: Christopher Harder
Title: Director,Water Department .�la
By: Christopher Mullins(Aug 8,202217:06 CDT)
Attest: Name: Christopher Mullins
Title: Assistant City Attorney
By: Jannette S.Goodall(Aug 9,2022 10:42 CDT) pp4`OR r �
Name: Jannette Goodall "rot........00�L��
Title: City Secretary 0�o
vg 0
Pao T)�-
. *mod
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0000000 IC/
VENDOR:
HORIZON LAB SYSTEMS,LLC
By: Eric Dingfelder(Aug 9, :14 EDT)
Name: Eric Dingfelder
Title: President
Date: Aug 9, 2022 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department: Water Department
Name of Contract Manager: Richard Lisenbee, Senior IT Manager
Department's Attorney: Taylor Paris
Item or Service sought:
Goods:
Service:
Anticipated Amount: $65,029.00
Vendor: Horizon Lab Systems, LLC
Current/Prior Agreement for item/service: Yes ® No ❑
CSC or Purchase Order 9: CSC 52403
Amount: $87,311.00
Projected M&C Date: n/a
How will this item or service be used? This agreement provides software, licensing,
maintenance, support, training and professional services for the Water Departement's Horizon
Laboratory Information Management System, as well as Horizon Data Management and
instrument interfacing products.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No
Page 1 of 6
If yes,please provide requisition number or brief explanation of contact with
Purchasing Division: [DETAILED DESCRIPTION]
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE -For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
0 A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
0 A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
Q A procurement for personal, professional, or planning services;
0 A procurement for work that is performed and paid for by the day as the work
progresses;
0 A purchase of land or a right-of-way;
0 Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
0 A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
0 A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
0 Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
0 Services performed by blind or severely disabled persons;
0 Goods purchased by a municipality for subsequent retail sale by the municipality;
Page 2 of 6
0 Electricity; or
0 Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.[INSERT DETAILED
EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS
PURCHASE]
Section 3: Claimed Sole-Source Exemption and Justification
NOTE -For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
®. *A procurement of items that are available from only one source,including:
• items that are available from only one source because of patents,copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas,water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Please see the attached Sole Source letter from the Vendor.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches,searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Please see the attached Sole Source letter from the Vendor.
Did you attach a sole source justification letter? ® Yes ❑ No
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Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Our
Laboratory system is a Horizon system. Horizon is the sole soure for all goods and services
pertaining to their system, ]
Se ction 4: Attorne y De to rminatio n
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? N Yes 0 No.
Was there anything attached to this form that was relied on in making this determination?
N Yes 0 No.
If yes,please explain:Existing contract,vendor quote and sole source letter.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? 0 Yes N No.
If yes,please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply? N Yes 0 No.
Will the contract require special terms? 0 Yes N No.
Will the contract require review by the department attorney? N Yes 0 No.
Approved By:
5� Date: 3.18.22
T for Paris/Jessika Williams
Assistant City Attorney
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EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
1. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
2. A procurement necessary because of unforeseen damage to public machinery, equipment,
or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
3. A procurement for personal, professional, or planning services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. There is no universal definition of this term, however, "several cases suggest
that it... is `predominately mental or intellectual, rather than physical or manual."' Tex.
Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160
S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has
also opined that "professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source, you should
not consider price or time to receive the good or service.A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
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can provide the service or category of good except for the vendor you are proposing. Some
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
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