HomeMy WebLinkAboutContract 58964City Secretary Contract No. 58964
FORT WORTHS
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth, a Texas home -rule municipal corporation (the "City" or "Client") and Brio Services, LLC, a
Texas Limited Liability Company ("Vendor"). City and Vendor are each individually referred to herein as
a "party" and collectively referred to as the "parties." The term "Vendor" shall include Vendor, its officers,
agents, employees, representatives, contractors or subcontractors. The term "City" shall include its officers,
employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Vendor Services Agreement;
2. Exhibit A —
Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B
— Payment Schedule;
4. Exhibit C
— Milestone Acceptance Form;
5. Exhibit D
— Network Access Agreement; and
6. Exhibit E —
Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with continued software as a service, program management, software configuration, and consulting
for the Water Utility's Work Order and Asset Management System. Specifically, Vendor will perform all
duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit "A" and
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. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this
Agreement shall control.
2. Term. This Agreement shall commence upon signature of the Assistant City Manager
("Effective Date") and shall expire one year after the date signed ("Expiration Date"), unless terminated
earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This
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FT. WORTH, TX
City Secretary Contract No.
Agreement may be auto- renewed for four one-year renewals 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.
3. Compensation. The City shall pay Vendor an annual amount not to exceed five hundred
seven thousand dollars ($507,000.00) plus a 5% annual fee increase in accordance with the provisions of
this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for
all purposes. Vendor shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. 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 (M).
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non -breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine readable format or other format
deemed acceptable to the City.
Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
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services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
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of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C each
individually referred to as a "Deliverable" and collectively as the "Deliverables,") do
not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
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the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, the City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and
functionally equivalent non -infringing Deliverable(s) at no additional charge to City;
or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate
this Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. 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:
10.1.1. Commercial General Liability:
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10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. 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.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non -owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
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Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. 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.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. 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.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
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any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Dana Burghdoff
Assistant City Manager
200 Texas Street
Fort Worth TX 76102
With Copy to the City Attorney
at same address
TO VENDOR:
Brio Services, LLC
Attn: Nancy Lerner
Chief Executive Officer
10110 Briar Rose Drive
Houston, TX 77042
14. Solicitation of Employ. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer. This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
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affected or impaired.
19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor
restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court,
board, department, commission, or agency of the United States or of any States, civil disturbances, other
national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond
the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event").
The performance of any such obligation is suspended during the period of, and only to the extent of, such
prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an
explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in
the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
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hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to
correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
will not be unreasonably withheld.
27. Network Access.
27.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the
City's computer network in order to provide the services herein, Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center
("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum. No changes, modifications, alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
28. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
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parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. 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.
31. Reporting Requirements.
31.1. For purposes of this section, the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
31.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
111Page
City Secretary Contract No.
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
34. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in ac-
cordance 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 verifi-
cation from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy company" and
"company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not boy-
cott energy companies; and (2) will not boycott energy companies during the term of this Agree-
ment.
35. 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 associa-
tion; 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 sig-
nature 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.
(signature page follows)
121Page
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
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By: Dana Dana Bur�3, 2023 W.41 CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By: Christopher Hard (M a r2, 202314:57 CST)
Name: Christopher Harder
Title: Director, Water Department
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ATTEST: 0� o o0 oA
By:
Name
Title:
Jannette Goodall
City Secretary
VENDOR:
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CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: William Bailey (Feb 27, 2023 3:05 CST)
Name: William Bailey
Title: IT Manager, Water Department
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title:
Taylor Paris
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0121
Date Approved: February 14, 2023
Form 1295 Certification No.: 2022-957361
BRIO SERVICES, LLC
By:
Name:
Nancy Lerner
Title:
Chief Executive Officer
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
131Page
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Vendor Services Agreement — Technology — Exhibit A
EXHIBIT A
STATEMENT OF WORK
The Water Utility is actively managing and continuously improving and expanding its asset and work management
program. This scope of work provides ongoing strategic direction, business process optimization, functional design
and development, training, quality assurance, program management, technical services, and hosting services, to
achieve the following objectives:
• Establish and maintain consistent asset hierarchy structures across all treatment plants.
• Formalize the coordination of maintenance and construction activities across division lines.
• Improve customer service and workforce productivity related to Meter Services.
• Incorporate the Fire Department's hydrant testing program with the Water Utility's hydrant maintenance
and asset management program.
• Integrate the materials management activities associated with the Utility's asset and work management
program with the City's standard procurement processes and technology.
• Formalize routine assessment of asset criticality and condition to support CIP planning.
• Develop and refine strategies for managing Utility assets, work activities, and materials as needed and
directed by the Project Manager.
The Water Utility intends to transition from its current hybrid hosting model to a more comprehensive technical
service solution in which the host is fully responsible for the servers, database, software license maintenance, and
technical upgrades, allowing Water Utility personnel to focus on end user support and application enhancements
associated with business needs. Specific objectives for this transition include:
• Provide a highly responsive, reliable, and secure Maximo environment.
• Eliminate the need for the Utility to manage the servers and databases that support the Maximo
application.
• Eliminate the need for the Utility to manage software licensing and to upgrade and patch the software
and related infrastructure.
SCOPE OF WORK
TASK 1. PROJECT MANAGEMENT
This task includes coordination of project activities, communications, issue management, and maintenance of plans
and schedules for specific tasks as assigned and directed by the Water Department Project Manager and Maximo
System Administrator. It also includes ongoing assistance with the maintenance of the Maximo Technical
Configuration Document representing the technical details and business reasons for configurations to the Maximo
environment. This task also includes participation in and support for ongoing Asset Management Core Team
meetings at which Water Utility personnel plan and test new processes and system configurations to support the
Utility's asset and work management objectives. This task also includes ongoing management of a SharePoint site
for team access to project documents.
Deliverables include ongoing management of the program SharePoint site and monthly reports of activities and
issues.
TASK 2. MAXIMO AS A SERVICE IN THE PROJETECH PRIVATE MAXIMO CLOUD
This task includes two subtasks: migration of the City's Maximo environment to a the Projetech cloud, and ongoing
hosting services.
SUBTASK 2.1. MIGRATION OF THE WATER DEPARTMENTS MAXIMO SYSTEM TO THE PROJETECH CLOUD.
This task migrates the Water Utility's Production instance of Maximo to the new hosted environment in the
Projetech private cloud for Maximo. It also establishes development and training instances of Maximo in the new
hosted environment. Migration tasks include:
• Develop test plans for verification of the migration process, including verification of system functionality
and interfaces.
• Copy the Production environment to the new hosted environment.
• Test the migrated environment. This includes:
o Create test instances of the interfaces to the GIS (GeoWorx Sync and Office) and the customer
relationship management system (via MuleSoft) as well as a test instance of the nightly Production
database backup export and a test instance of the nightly export of inventory expense data to
Peoplesoft and the processes for importing person, labor, and user data from Peoplesoft.
o Test connectivity and functionality of individual interfaces and refine configurations in the new hosted
environment.
o Test work order life cycle, asset life cycle, and materials management processes in the migrated
environment.
o Test reports and saved queries in the migrated environment.
o Identify configuration updates needed to support the migrated Maximo system and interfaces, and
refine plans for final system migration, including the GeoWorx Sync, GeoWorx Office, and MuleSoft
interfaces and the nightly Production database export process and the nightly transfer of inventory
expenses to PeopleSoft and the processes for importing person, labor, and user data from PeopleSoft.
• Finalize plans and schedule for Production migration.
• Conduct final migration of the Maximo Production system and interfaces to the new hosted environment.
SUBTASK 2.2. MAXIMO HOSTING
This task includes ongoing management of the hosted environment, beginning with hosting of the Water Utility's
current owned licenses for the remainder of the maintenance term for which the Utility has already paid, after which
the licenses will be converted to the Projetech Maximo as a Service licensing model. In addition to the standard
Projetech hosting solution, this task includes:
• Hosting environment support for a Test/Train environment in addition to the standard Production and
Development environments
• Hosting environment support for the following integrations:
o GeoWorx Sync
o GeoWorx Office
o MuleSoft, which is currently used for integration with the City's customer relationship
management system and Peoplesoft HCM but could be used for additional interfaces in the future
o File transfers of inventory expenses to Peoplesoft
• Hosting environment support for SAML single sign -on
• Hosting environment support site -to -site VPN
• Hosting environment support for 2TB of S3 Doclink Storage
• Annually, as requested by the City, provide documentation of relevant security certifications
Following is an overview of the services provided by the Projetech Maximo Cloud. Projetech provides Maximo as a
Service (MaaS) in a private cloud with infrastructure dedicated to Projetech and its cloud Clients. Projetech works to
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 2 of 13
ensure the cloud is architected to provide an optimal performance experience. Projetech's cloud is designed on
enterprise grade infrastructure and with redundancy built in to make sure Maximo is always running. Projetech's
solution provides a running instance of Maximo, tuned, and scaled to handle each client's user load.
Projetech provides a Technical Support Team that has specific Maximo experience and is available 24x7. Projetech
supports the entire solution stack, hardware and software, with Maximo performance and stability as the sole focus.
BACKUPS AND DISASTER RECOVERY
Projetech's MaaS service includes backup and disaster recovery. Projetech performs daily backups of all virtual
machines and hourly backups of all customer data for a recovery point objective (RPO) of 2 hours. Backups are
replicated to a second data center for disaster recovery (DR) purposes. All backups are copied to a third data center
for additional protection. Projetech replicates data to meet RPO and backs up virtual machines to a remote data center
to meet backup policy and DR objectives. All replication is done between data centers using TLS communication as
well as over VPN tunnels to protect all data in flight. All backups use AES-256 encryption in -transit and at -rest.
DATA CENTERS
Currently, Projetech data centers are in metropolitan Washington, DC; Dallas, Texas; and Sydney, Australia.
Projetech uses the Dallas and Washington data centers as production and disaster recovery data centers.
OPERATING SYSTEMS
This scope of work assumes the use of Windows servers.
MAINTENANCE SCHEDULE
Patching is generally scheduled between 10:00 PM — 05:00 AM Eastern Time. Other maintenance, requested by
Clients or related to the patching of Maximo, is scheduled with the Client in advance at a time that is agreeable to
all parties.
OUTAGES NOTIFICATION
Projetech will provide outage notices via email to contacts identified on each Client account as a system owner or
maintenance notification contact. Generally, patching notifications will be provided with at least 48 hours
notification. Emergency maintenance activities may require Projetech to act with less notification, but those
situations are rare.
SYSTEM MONITORING
Projetech has multiple layers of monitoring in place to help preemptively identify issues, as well as to ensure prompt
response when they do arise. First, a detailed layer of monitoring runs within the Projetech cloud that maintains a
watchful eye over key components that make up the solution. Each layer of the stack is monitored, including physical
hosts, virtual machines, middleware and all client applications. Databases are monitored with performance
monitoring tools. Application Performance Monitoring (APM) tools are enabled as needed.. The Client application
URL is monitored from a location outside of the Projetech cloud, watching to ensure the Client application is always
available from the internet. Both monitoring systems are hooked into a paging system, alerting the Projetech
technical team on a 247 basis for issues affecting a production instance. Application alerts raised as part of the
provided solution, such as errors raised from escalations or long running reports, may be directed to our Clients'
service providers or system administrators for resolution.
SYSTEM INTEGRATION - SUPPORTED END POINTS
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 3 of 13
Projetech can support any type of end point, but some types of end points require specific configurations and may
require a setup and/or ongoing support fee. Each of the following end point types will require an integration fee:
• Table End Points — Projetech does not grant direct access to the Maximo back -end database servers
to Clients. Additionally, most IT organizations will not allow direct access from the internet to their
database servers. As such, Projetech can host an integration database on its SQL Gateway database
server to act as a secure SQL server instance for table integrations.
• XML/Flat File End Points — File driven integrations are welcomed but will require the use of an SFTP
server with the Projetech cloud. Projetech does not allow FTP on the Maximo application server.
Instead, Projetech will provide SFTP services to a file server to which the Maximo application has
access.
• Web Services / REST API — Projetech only supports the use of Web Services / REST API calls over the
secure HTTPS ports. Configuration is required within the EAR deployment to enable these types of
end points.
The fee information in Exhibit B assumes ongoing support fees for the following integrations:
o GeoWorx Sync
o GeoWorx Office
o Mulesoft, which is currently used for integration with the City's customer relationship
management system but could be used for additional interfaces in the future with no impact on
hosting fees
o File transfers of inventory expenses to Peoplesoft
Additional integrations may be subject to additional set-up and ongoing hosting fees.
DATA LOADING
Projetech's preferred method for importing data is the MXLoader template / External Systems approach. Application
Import functionality can cause the CPU to spike during bulk loads of complicated record types and if any record fails,
the transaction is rolled back. If application import functionality is needed, Projetech will work with Clients to
develop strategies to mitigate these issues.
Regardless of method selected, all imports should be performed first in a Non -Production environment to validate
the import before performing in Production.
ERROR HANDLING WITHIN THE MESSAGE REPROCESSING SCREEN
Fort Worth System Administrators will be responsible for monitoring this screen and will be responsible for
correcting errors. Projetech will assist FTW technically during the development/testing process with help
troubleshooting issues that arise. Projetech will also provide guidance on best practices to remediate errors found.
SYSTEM ADMINISTRATION AND CONFIGURATION
Brio and Fort Worth will utilize Maximo's System Configuration and Administration modules to administer and
configure Maximo.
ADMIN MODE
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 4 of 13
Because Admin Mode creates an outage for end users, it must be scheduled with Projetech for the Production
environment. The configurations should first be fully tested in a non -Production instance. Then, a request should be
submitted to schedule downtime and lower monitoring to prevent Projetech Support from being paged and/or
starting recovery services in Production.
RESPONSIBILITY FOR CUSTOM LAVA PROGRAMS
Brio and the City agree to use standard system configuration and administration tools to configure Maximo and not
to develop custom java programs or bean class customizations unless there is no alternative method to meet
business needs. If special circumstances require the development, deployment, and support of anything in the
businessobjects.jar or bean classes, Brio and Fort Worth will be fully responsible for these customizations. Projetech
will permit such customizations in the non -production environment(s) and will require documentation on the
customization and instructions to perform the production installation. This documentation is required for the
ongoing maintenance of the installation and ongoing instance refreshes, patching and upgrade procedures.
SERVER AND DATABASE MONITORING AND LOG ACCESS VIA DASHBOARD
Projetech provides a dashboard through which Brio and the City System Administrators can monitor the health of
the application and review and download logs..
Brio and the City of Fort Worth will be full administrative access to the Maximo application through the application
UI. No access is provided to the backend systems.
DATABASE ACCESS
Projetech provides a SQL Gateway for access to the Maximo database. The SQL Gateway allows technical users to
access the information in the relational database backend of the Maximo application. This access is available via a
public -facing server which enables read-only access to authorized users via an SSL-encrypted SQL connection. Users
gain access to a database through views which correspond to a subset of their live Maximo application database.
These views can be configured upon request by Projetech administrators.
The gateway is a proxy server for the back -end SQL Server databases. It secures the connections by forcing all
communications over TLS encrypted SQL connections and implementing IP filtering from known, whitelisted
addresses. The SQL Gateway only enables read access to the Client's database.
Projetech will grant "READ" access to Brio and Fort Worth System Administrators. Access greater than READ access,
excluding access to dedicated integration databases, is not possible. This is a security feature.
WHITELISTING THE CORPORATE NETWORK GATEWAY FOR DATABASE ACCESS
Fort Worth Administrators can provide Projetech with the gateway IP address range for the City's network. Projetech
will add it to the list for whitelisting and recommends that the entire public gateway range be whitelisted to ensure
reliable connectivity.
ACCESSING THE SQL GATEWAY FROM A DYNAMIC I P ADDRESS
Projetech supports Accessing the SQL Gateway from a dynamic IP for a 4-hour time frame, after which the user must
re -authenticate to open access for another 4 hours. Home IP addresses should not be submitted for permanent
whitelisting. Whitelisting should be reserved for Fort Worth's corporate network gateway address spaces.
DATA RETRIEVAL UPON TERMINATION OF MAAS AGREEMENT
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 5 of 13
Upon termination of hosting services in the Projetech Private Cloud, and upon payment of all amounts due, including
payment at Projetech's then -current standard rates for Projetech's work to format, prepare, and deliver Fort Worth's
data, Projetech will return all Fort Worth data archived on Projetech's servers.
DATABASE BACKUP AND RESTORATION
Projetech's instances are designed to be run on shared database servers. Projetech must perform any administrative
activities. Any requests to perform out -of -cycle backup / restore activities should be submitted to Projetech Support
to be scheduled, preferably with a business days' notice.
MAXIMO HOTFwES, PATCHING, AND UPGRADE ACTIVITIES
Projetech has proprietary processes for maintaining shared installations of Maximo, reducing the administrative
overhead associated with managing multiple clients on the same version of software. As such, Projetech will
maintain the product installation on a separate administrative server and patch or apply hotfixes to Fort Worth's
Maximo instances as needed. This is included in the basic MaaS service.
ROLES AND RESPONSIBILITIES
Following is a summary of Projetech's general roles and responsibilities for the hosted environment:
• Provision, manage and monitor MaaS infrastructure, platform, and application services.
• Perform database and application server administration.
• Perform Maximo installation, patching and upgrades.
• Provide "Level 3" support, which includes support from software engineers and other technical
personnel with extensive knowledge and expertise in the Maximo software to diagnose reported
and reproducible issues and defects and recommend solutions, which may include the application of
software patches or hot fixes, the modification of existing configurations, or the introduction of new
configurations to mitigate the issue. This includes access to IBM product support resources as well as
Projetech technical personnel.
• Provide Maximo entitlements on a subscription basis.
• Communicate outage and change control information.
Following is a summary of general roles and responsibilities for Brio and Water Utility Information Technology
personnel:
• Engage directly with the users.
• Provide "Level 1" and "Level 2" support to users. This includes responding to end user inquiries
related to functionality or data and identifying potential software defects or performance issues
(Level 1). This also includes and isolating and replicating reported software defects and performance
issues, identifying the likely source of software defects or performance issues, developing
reproducible test cases for software defects or performance issues, documenting the details for
escalation to Level 3 Support, and implementing workarounds where reasonably possible (Level 2).
• Administer license compliance.
• Perform data loading through the Maximo Business Objects.
• Perform functional system configuration.
• Test and approve changes.
• Communicate outage information to users.
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 6 of 13
• Perform Maximo system administration (e.g., maintain users, security groups, start centers,
organization / site options).
• Notify Projetech of significant changes such as going live with many new users, integrations, large
data loads, etc.
• Own ongoing data integrity and data maintenance.
• Ensure users are adequately trained.
RESPONSIBILITY MATRIX
The following matrix clarifies the areas of responsibility related to the Maximo instances in the Projetech cloud.
Area of Responsibility
Projetech
Brio
FTW System
Admins
Provision Cloud Infrastructure
Private cloud infrastructure dedicated to the Projetech Maximo
Cloud, fully redundant production system designed for 99.99%
X
availability SLA
Infrastructure secured in datacenters meeting industry standards for
physical security
X
VMWare enterprise high availability server cluster powered by
X
current generation Intel 6-8 core servers
Enterprise grade SAN
X
Hardware refresh schedule of 36 months
X
Low latency path over the internet to your production application
X
Servers secured by antivirus software and managed operating system
patching
X
Maximo Solution Provisioning and Capacity Management
Design of Maximo solution, scaled to meet Client licensing, usage,
and transactional load
X
Installation and configuration of Maximo and all related middleware
in accordance with IBM best practices
X
Adjustments to solution design and configuration as Client Maximo
utilization and load grows
X
Database Server System Administration (SQL Server, Oracle and D132)
Database platform software installation and configuration
X
Implementation of IBM Maximo performance database best practice
recommendations
X
Database backup configuration and job scheduling
X
Database usage and capacity monitoring, make adjustments as
necessary to provision additional capacity to meet growth
X
requirements
Database performance monitoring, tuning, analysis, and related
X
adjustments to provide optimal performance levels
Database log monitoring and resolution of database problems.
X
Database platform software patching and upgrades
X
J2EE Application Server Administration
WebSphere application server software installation and
X
configuration
Implementation of IBM Maximo performance WebSphere best
practice recommendations
X
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 7 of 13
Area of Responsibility
Projetech
Brio
FTW System
Admins
Advanced configurations of WebSphere as needed for: clustering,
separating UI from batch processing JVM's for integration, scheduled
X
cron task and reporting
WebSphere performance monitoring, tuning, analysis, and related
adjustments to provide optimal performance levels
X
WebSphere log monitoring and resolution of application server
X
problems.
WebSphere application server software patching and upgrades
X
Infrastructure Outage Notifications
Communicate scheduled maintenance outages to Brio and FTW
X
Admin maintenance contacts
Forward outage notifications to Maximo user community
X
Problem Management
Submit support requests to report Maximo problems
To Projetech
To Brio
Proactively identify problems through monitoring
X
Analysis of Maximo problems, providing Level 1 support
Secondary
Primary
Primary
Reporting Maximo problems to IBM (creation of PMR's) and
interfacing with IBM support, providing troubleshooting detail
X
required, through to resolution of problem
Identification of work around until problem is resolved
X
X
Testing and approval of work around in non -production instance(s)
X
X
Initiate change management if changes are required
X
Approve changes where change control procedures require it.
X
X
Forward outage notifications to Maximo user community
X
X
Maintain a record of reported problems and resolution
Reported to
Reported
Reported to
Projetech
to Brio
FTW Admins
Maximo System Administration
Maintain Maximo users and security group membership
X
X
Reset users' passwords when locked out
X
Create and maintain security groups, providing the desired level of
granularity in access rights to users
X
X
Setup and maintenance of Start Centers
X
X
Setup and maintenance of Organization/Site options
X
X
Add/modifying Maximo domains (value lists)
X
X
Maximo Functional Support and Training
Submit support requests for Maximo functional support
To Brio
Provide Maximo functional support with Maximo best practices in
mind
X
Provide guidance on Maximo Self -Paced Online, Instructor Led Online
and Classroom Training that might be helpful to Client user
X
community
Ensure Maximo users are adequately trained for their functional area
and use of Maximo
X
Maximo Enhancements/Advanced Configurations
Submit support requests for enhancements to Maximo:
To Brio and
- Maximo configurations using automation tools
Projetech for
- Custom report development
Severity 1 or 2
- Integrations with Client systems
Issues
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 8 of 13
Area of Responsibility
Projetech
Brio
FTW System
Admins
Analysis of enhancement requests, gather additional details on
X
requirements
Validate enhancement request with Client change control board,
X
request approval for scoping and quoting
Client change control board approves requested enhancement for
X
scoping and quoting
Provide best practice recommendation for meeting requirements of
request, including quote for funding
X
Client change control board approves or rejects enhancement
X
request, provides funding authorization for approvals
Schedule enhancement work with Client, establish development and
test plan timelines
X
Develop enhancement according to approved plan and
X
requirements, unit test changes and release to Client for testing
Test enhancement to ensure it meets requirements and provide
authorization for migration to production instance
X
Initiate change management control procedure for migration of
enhancement to the production instance
X
X
Approve changes where change control procedures require it
X
X
Communicate any outages to FTW maintenance contacts
X
Forward outage notifications to Maximo user community
X
Install enhancement into production environment.
Any Back
Any Front End
Any Front
End
End
Validate enhancement is working properly in production and sign off
X
on closure of enhancement request.
Maintain full record of enhancement and supporting changes to
system within support knowledge base (Technical Configuration
X
X
Documents)
Maximo Patching, Hotfixes and Upgrades
Keep current on information and knowledge base resources from
IBM on available Maximo patches and upgrades
X
X
Identify Maximo patches, hotfixes or upgrades that would be of
benefit to FTW and make recommendations based on knowledge of
X
X
FTW's use of Maximo and reported issues
Maintain knowledge of current IBM Maximo products, developing
X
expertise in the installation and patching processes
Installation of Maximo patches and hotfixes and on Maximo
administrative server (server dedicated to Maximo installation and
X
patching)
Build Maximo EAR and deploy update to WebSphere application
server (s) and execute database update
X
SERVICE LEVELS AND SUPPORT PROCESS
Projetech is available 247 for handling any urgent issues that are affecting all Maximo users in a production instance.
Non -production instances are supported during normal business hours, which are 8 AM to 5 PM, Monday through
Friday Eastern time. Following are the terms and conditions under which Projetech provides services to its Clients.
DEFINITIONS
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 9 of 13
1. Availability - The Client's ability to access/use the subscribed Projetech environment and resources
within the committed timeframes. Availability commitments are summarized below.
2. Downtime — Time during which a computer system or network is not available for use. Downtime
occurs in two forms, planned and unplanned. Planned Downtime is forecast by the owner of the
affected system(s) and is used for maintenance, upgrades, or other system management activities.
Unplanned Downtime is defined as any Downtime that is not planned. Causes for Unplanned Downtime
include, but are not limited to hardware or software failures, power outages, telecommunications
network failures, or human error.
3. End User —An individual on Client's staff making use of the Services.
4. Interruption —A situation that results in the Client being either, (a) totally unable to access the Services,
or (b) unable to make use of the Services because of performance outside agreed parameters.
5. Service Hours — Hours during which Projetech provides Services to Client as agreed in the applicable
Service Request.
6. Trouble — An issue or condition that is either causing an Interruption, or, if left unresolved is likely to
cause an Interruption.
Client must be able to access the Projetech resources subscribed to under this Agreement. The Availability is
determined based on 24 hours per day and 7 days per week except for times of unavailability due to Planned
Downtime and exclusions listed below:
1. Planned maintenance windows for which Projetech provides at least 48 hours prior notice whenever
possible.
2. Downtime caused by any failure of Client's computer systems, network, hardware or software or its
telecommunications equipment or other equipment.
3. Downtime caused by any act or omission of any Client user that is inconsistent with Projetech's
instructions or Client's authorized use of the system.
4. Downtime caused by events beyond Projetech's reasonable control.
SERVICE LEVEL CREDIT
In the event that the Client cannot access their Maximo system for any reason other than those listed above,
Projetech will provide a Service Level Credit. Client may request a credit on their next Quarterly Invoice for up to ten
(10) days of service interruption, based upon the amount of time the Maximo system was unavailable.
Service Level Credits must be requested in writing within ten (10) days of the interruption.
TROUBLE RESOLUTION PROCEDURE
1. Identify Trouble Client contacts Projetech (see Suggested Contact Channels) or Projetech
identifies trouble. Based on priority descriptions described by Projetech
(See Priority Levels & Response Times), Client determines Priority.
2. Diagnosis Based on description by Client, or internal monitoring, Projetech
determines cause and corrective plan of action.
3. Apply Resolution Based on the appropriate priority, Projetech either applies the resolution
or monitors resolution efforts and provides updates to Client point of
contact.
4. Recover & End Trouble After resolution is applied & any necessary recovery efforts are completed,
Client is contacted to see if the trouble is deemed to be resolved to his/her
satisfaction.
5. Follow up Where applicable, support issues will be reviewed by the appropriate
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 10 of 13
Projetech personnel to ensure that the resolution was effective and to
decide if any precautionary measures can to be taken so that the trouble is
not repeated.
PRIORITY LEVELS & RESPONSE TIMES
Client shall designate in writing to Projetech at least one, but no more than three contacts who are authorized to
communicate with Projetech in connection with Maximo Support. The contact shall be fully qualified to use the
computer equipment and computer software programs installed on the client's premises, and familiar with accessing
and using a web browser on the internet.
Determination of the priority level of any issue, question or interruption is determined by Client point of contact.
Once the circumstances are reviewed, Projetech can suggest a change to this level, but any change must be approved
by Client point of contact.
ESCALATION
Projetech is committed to resolving issues quickly and with minimal impact to Client operations. In order to ensure
total focus on the issue resolution process, Projetech provides an escalation procedure. This procedure is based on
issue resolution, not simply start of action. If the issue is not resolved within the time period indicated additional
resources will be assigned as appropriate.
Description
Service
Initial
Level
of Level
Examples
Hours
Response
Escalation
Time
Critical site-
Site -wide
Less than 2
To Director of
Urgent
wide issues
connectivity or
24 X 7
hours
Client Support
printing issues
after 4 hrs.
Affects
Client needs
8:00 a.m. -
Less than 1
production or
password changed
5:00 p.m. ET
business day
To Director of
High
daily use of
or critical error
Monday
(Mon. through
Client Support
Maximo
message
through Friday
Fri., exclusive
after 24 hrs.
of holidays)
Client has a "How
8:00 a.m. -
Less than 1
User
do I..." question or
5:00 p.m. ET
business day
To Director of
Low
application
needs new user
Monday
(Mon. through
Client Support
support
added.
through Friday
Fri., exclusive
after 72 hrs.
of holidays)
Requested
8:00 a.m. -
Less than 1
Enhancement
enhancement
Requests for report
5:00 p.m. ET
business day
Prioritized on
or
or
development or
Monday
(Mon. through
case -by -case
Customization
customization
modification
through Friday
Fri., exclusive
basis
of holidays)
CONTACT CHANNELS
When Client needs technical support during regular business hours (Monday - Friday 8:00 a.m. - 5:00 p.m. ET,
exclusive of holidays), the designated contacts for Client can access support by the following options:
Send email to support@emaximo.com.
Complete Client Service Request Form on the Projetech website (www.projetech.com)
Call our Client Support office at (866) 362.4683
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 11 of 13
When Client needs technical support during non -business hours, the designated contacts for Client can access
support by the following option:
• Complete Client Service Request Form on the Projetech website (www.projetech.com)
Based on the priority and day/time, a Projetech Support Engineer will open a Service Request, initiate
troubleshooting, document the nature of the issue and then forward the service request to the appropriate technical
support person in the time specified in the Priority Levels table above.
The Projetech Support Team monitors all service and support issues. If at any time Brio or the Water Utility are not
satisfied with the level of support received, concerns can be submitted directly to the Projetech CEO, whose email
address will be provided to the City.
PROIETECH HOLIDAYS
The following are recognized holidays and considered non -business hours for Projetech.
• New Year's Day
• Memorial Day
• Fourth of July
• Labor Day
• Thanksgiving Day
• Christmas Day
TASK 3. PROGRAM AND SYSTEM SUPPORT ACTIVITIES
Brio will provide assistance as needed and directed by the Water Department Project Manager and Maximo System
Administrator in the following areas:
• Advise and coach Utility staff on opportunities to optimize asset management, work management,
and materials management business processes, align business practices with adopted standards and
industry best practices, and leverage existing investments in data and technology.
• Assist Utility staff in defining appropriate new functional requirements for the Maximo system and
associated interfaces.
• Assist the Water Utility's Maximo System Administrators in translating requirements for Maximo
functional enhancements and interfaces into designs and technical specifications that are aligned
with the current system configurations and architecture.
• Assist the Water Utility's Maximo System Administrators in developing and testing functional
enhancements to the Maximo system to support the Utility's continuous improvement efforts.
• Provide technical development services for complex configurations and new interfaces under the
direction of the Water Utility's Project Manager.
• Assist the Water Utility's Maximo System Administrators in providing functional support and training
for end users as new business processes and software functionality are introduced.
• Establish and maintain consistent asset hierarchy structures across all treatment plants.
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 12 of 13
• Formalize the coordination of maintenance and construction activities across division lines.
• Improve customer service and workforce productivity related to Meter Services.
• Incorporate the Fire Department's hydrant inspection program with the Water Utility's hydrant
maintenance and asset management program.
• Integrate the materials management activities associated with the Utility's asset and work
management program with the City's standard procurement processes and technology.
• Formalize routine assessment of asset criticality and condition to support CIP planning.
• Assist Utility staff in the application of asset, work, and materials management best practices to meet
the Utility's evolving business needs and to accommodate changes in utility infrastructure,
maintenance, performance management, and capital planning requirements.
• Assist with end user training and support and other activities as defined in the responsibility matrix
for Subtask 2.2.
GENERAL ASSUMPTIONS
The City will provide Consultant and other Project Team members and contractors with access to the computer
systems and networks necessary to complete the project properly and efficiently. The City will ensure that all City
employees and contractors' designated project managers with access to the Maximo system are aware of and
adhere to the rules for system configuration coordination and documentation that are established for this project.
The City will be the licensee for the Maximo software. The City is responsible for ensuring that only authorized
employees and contractors are accessing Maximo and other software licensed by the City and that such access falls
within the limits and requirements of the City's license agreements.
Consultant is not responsible for defects in code developed or provided by others or for bugs or other defects in the
commercial, off -the -shelf software used by the City. The City is responsible for reporting such software defects to
the appropriate software vendors and for applying and testing fixes provided by the software vendor. At the City's
request, Consultant will assist with troubleshooting and reporting software bugs to software vendors and/or
applying and testing software fixes; such services will be performed on a Time and Expense basis under Task 3.
Fees will be billed on a time and materials basis. Labor will be billed at the rates indicated in Attachment B.
Subcontractor fees for Task 2 will be billed at a 10% mark-up as delineated in Attachment B. Travel and related
expenses will be billed at cost with no mark-up.
Scope of Work
Asset Management Program Continuing Support and Technology Hosting Services Page 13 of 13
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
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EXHIBIT B
RATE AND FEE DETAILS
Brio will bill for services on a time and materials basis according to the rate chart below.
Labor Category
Hourly Rate
Principal Consultant (Executive)
$315
Principal Consultant, Program Manager
$290
Senior Project Manager
$280
Senior Consultant, Project Manager, Systems Architect
$250
Consultant, Senior Programmer/Analyst
$190
Programmer/Analyst
$175
Technical and Administrative Support
$110
The above rates are effective through December 31, 2023 and will not increase by more than 5% per year.
Brio will invoice for reasonable and customary travel expenses at no mark-up and will provide expense report back-
up details. Brio will invoice for the hosting subcontractor's fees at a 10% mark-up. The fees for hosting services
depend on the number and type of software licenses and interfaces hosted, the amount of document storage
required, the number of non -Production environments supported, specialized back-up services, and other variables
as described below:
NUMBER AND TYPE OF SOFTWARE LICENSES SUPPORTED
Annual Per License
Annual per
Anticipated
Fee for Hosting
License Fee for
Number of
Licenses Owned the
"Maximo as a
License Type
Licenses
city
Service" Licenses
MaaS Solution Core Authorized User
56
$800
$1230
MaaS Solution Core Limited User
178
$400
$620
MaaS Solution Core Express Concurrent User
58
$480
$710
MaaS Solution Scheduler Module
5
$365
$640
The above rates are effective through December 31, 2023 and are based on volume at or above current the number
indicated for each license type. Rates are subject to a 5% annual increase from Projetech. License purchases are
subject to IBM's restrictions regarding the relative quantities permitted for each license type. Fees will be invoiced
monthly at 1/12th the annual cost.
ADDITIONAL SERVICES ANTICIPATED OR UNDER CONSIDERATION BY THE CITY
Service Type
Annual Fee
Additional Daily Maximo Production Database Backup Services (in addition to standard
backup services)
$2,750
S3 Doclink Storage 2TB additional storage for City Documents
$6,600
Third Maximo Instance (Training/Testing Environment, in addition to the standard
Production and Development environments)
$11,000
Dedicated SQL Server for the Production and one Non -Production Environment
$20,000
The above rates are effective through December 31, 2023 and are based on the assumptions noted above. Fees will
be invoiced monthly at 1/12th the annual cost. At the City's request and upon mutual agreement of associated fees,
Brio may authorize Projetech to provide additional hosting support services such as additional document storage,
support for additional interfaces, or other specialized administrative services.
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Milestone / Deliverable Name:
Unit Testing Completion Date:
Milestone / Deliverable Target Completion Date:
Milestone / Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Vendor:
Signature:
Printed Name:
Title:
Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Approved by City Department Director:
Signature:
Printed Name:
Title:
Date:
Vendor Services Agreement — Technology — Exhibit C
City Secretary Contract No.
EXHIBIT D
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 continued
software as a service, program management, software configuration, and consulting for the Water Utility's
Work Order and Asset Management System. In order to provide the necessary support, Vendor needs access
to the Water Department's 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 continued software as a service, program management, software
configuration, and consulting for the Water Utility's Work Order and Asset Management System. 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.
❑ Services are being provided in accordance with City Secretary Contract No. Contract No.;
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. PO
No.;
X Services are being provided in accordance with the Agreement to which this Access
Agreement is attached;
❑ 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
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
Vendor Services Agreement — Technology — Exhibit D
City Secretary Contract No.
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
Network credentials, and unauthorized use or sharing of Network credentials.
(signature page follows)
Vendor Services Agreement — Technology — Exhibit D
City Secretary Contract No.
ACCEPTED AND AGREED:
FORT WORTH:
CITY OF FORT WORTH
�q LUGI�D�
B Dana Bur�, 320�41 CST)
Y�
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By: Christopher Hard (Mar 2, 2023 14:57 CST)
Name: Christopher Harder
Title: Director, Water Department
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
1AWL1Z1J-9
BRIO SERVICES, LLC
By: 2-Wv
Name: Nancy Lerner
Title: Chief Executive Officer
Date:
Vendor Services Agreement — Technology — Exhibit D
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
WiCC;Sr LA-4 C! U
By:
William Bailey (Feb 27, 2023i3:05 CST)
Name: William Bailey
Title: IT Manager, Water Department
APPROVED AS TO FORM AND LEGALITY:
���L2GY
By:
Name: Taylor Paris
Title: Assistant City Attorney
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Brio Services, LLC
11152 Westheimer Road #685, Houston, Tx 77042
Providing continued software as a service, program management, software configuration, and consulting
for the Water Utility's Work Order and Asset Management System
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
Name: Nancy B. Lerner
Positi n: CEO
Signature
2. Name: Mark G. Wehmeyer
Position: President
Signature
Name: N/A
Position: N/A
N/A
Signature
Name: 7Nappy B. Lerner
Signature of President / CEO
Other Title:
Date: 1 /23/2023
Vendor Services Agreement — Technology — Exhibit E Page 20 of 20
2/15/23, 7:54 AM M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 2/14/2023 REFERENCE NO.: **M&C 23-0121 LOG NAME:
CODE: C TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FoRTWORin
60BRIO SERVICES
MAXIMO
NO
SUBJECT: (ALL) Authorize an Agreement with Brio Services LLC for Maximo Software as a Service,
Program Management, Software Configuration, and Consulting for the Water Utility's Work
Order and Asset Management System for an Annual Operating Cost Not to Exceed
$507,000.00
RECOMMENDATION:
It is recommended that the City Council authorize a new agreement with Brio Services LLC for
continued software as a service for Maximo, program management, software configuration, and
consulting for the Water Utility's Work Order and Asset Management System for an annual operating
cost not to exceed $507,000.00.
DISCUSSION:
On June 16, 2015, the City Council approved Mayor and Council Communication (M&C C-27349),
authorizing a contract with Brio Services, LLC (Brio) to provide Software Configuration Program
Management for the Upgrade of the Water Utility's Work Order and Asset Management System known
as Maximo. Maximo has been in use in the Water Utility since 2005 and continues to be updated and
enhanced to support the Utility's Enterprise Asset Management Framework. Maximo is used by Field
Operations and Plant Operations to manage the maintenance and lifecycle support for all assets used
to treat and deliver water and wastewater services throughout Fort Worth and the region. The Utility
uses Maximo to plan, schedule, and assign work, manage warehouse stock, and issue parts. Crews in
the field use mobile devices to document work performed and report the status of repairs. Maximo also
integrates with the Utility's Customer Relations Management (CRM) software, the Utility's Geographic
Information System (GIS), the City's Financial Management System, the City's MyFW application, and
the Fire Department's Records Management System. The data collected by using Maximo enables
Utility engineers and leaders to prioritize and plan capital improvements based on the likelihood and
consequence of failure, overall condition scores, cost of ongoing repairs and maintenance, and safety
or regulatory requirements
Brio Services, LLC, has provided ongoing program management for the Maximo implementation under
City Secretary Contract Number (CSCO) 46815. The Project Team selected Brio because of their
expertise in Work and Asset Management, the water utility industry in general, and the administration
of the Maximo software platform. Brio also possesses extensive knowledge of Fort Worth's Water
Utility operations and business processes derived from previous engagements and projects. Brio
continues to provide comprehensive program management, process improvement, functional
direction, software configuration, software -as -a -service oversight, user training, and other services
related to the implementation of Maximo to support Utility's Enterprise Asset Management
Framework.
Approval of this M&C will authorize a new agreement for the annual operating expenditures for Brio to
continue to administer the Maximo program and consolidate multiple expiring contracts into one
engagement. Brio will manage the closeout of the capital project and the transition to a software -as -a -
service subscription model at a lower annual operating cost. The total contract spending authorization
shall not exceed $507,000.00 with annual cost increases authorized not to exceed 5\%.
Funding is budgeted in the Other Contractual Services account of the Water IT Services and
Wastewater IT Services Department's within the Water and Sewer Fund.
Administrative Change Order
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2/15/23, 7:54 AM
M&C Review
An administrative change order or increase may be made by the City Manager in the amount up to the
maximum allowed under state law and the City Code and does not require specific City Council
approval as long as sufficient funds have been appropriated.
AGREEMENT TERM
This Agreement will commence upon signature of the Assistant City Manager, and end one year from
the date signed.
RENEWAL OPTIONS
This Agreement may be auto -renewed for four additional one-year terms at the City's option. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
DVIN: Water was approved for a sole source exemption by the City Attorney's Office. Therefore, the
business equity goal requirement is not applicable.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the Water and Sewer Fund to support the approval of the above
recommendation and authorize the agreeement. Prior to any expenditure being incurred, the Water
Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Progra�Activity Budget (Reference #� Amount
ID ID Year Chartfield 2
Fund I Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 21
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Dana Burghdoff (8018)
Chris Harder (5020)
Charmaine Baylor (6629)
60BRIO SERVICES AMEND CSCO 46815 FID TABLE.xlsx (CFW Internal)
60BRIO SERVICES MAXIMO.docx (CFW Internal)
APPROVED Brio 252 Exemption Form Nov 2022 V2.pdf (Public)
Conflict of Interest Questionnaire - Brio 2022.pdf (Public)
DVIN Waiver for Brio 12.20.22.pdf (CFW Internal)
Form 1295 Certificate 100981019 - Signed 2022 Brio.pdf (CFW Internal)
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=30747&cou nciIdate=2/14/2023 2/2
CSC:
FoRTWORTH..
Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: Brio Vendor Services Agreement - 2023 Maximo Service
M&C: 23-0121 CPN: CSO: DOC #:
TO:
INITIALS
Rick Lisenbee — Sr. Water IT Manager
RL
Vendor — Brio Consulting, LLC
See signature page
William "Robb" Bailey — Contract Compliance Manager
See signature page
Jan Hale — Deputy Director
TB
JBH
Chris Harder - Director
See signature page
Taylor Paris — Assistant City Attorney
See signature page
Dana Burghdoff — Assistant City Manager
See signature page
Melissa Brunner — City Secretary reviewer
Jannette Goodall — City Secretary
See signature page
Allison Tidwell — City Secretary filer
Rick Lisenbee - Acceptor
Needs to be notarized:
❑ YES X NO
Action Required:
❑ As Requested
❑ For Your Information
x Signature/Routing and/or Recording
❑ Comment
❑ File
FOR CMO USE ONLY: Routing to CSO x YES 0 NO
CSC:
EXPLANATION
This new agreement allows Brio to continue administering the Maximo program while
consolidating multiple expiring contracts into one engagement. Brio will manage the closeout of
the capital project and the transition to a software -as -a -service subscription model at a lower
annual operating cost. The total annual contract spending authorization shall not exceed
$507,000.00 with annual cost increases authorized not to exceed 5%.
Please sign or approve the renewal. If you have any questions or concerns, please email me.
Rick Lisenbee
Sr. Water IT Manager
Fort Worth Water Department
Phone: (817) 392-6629
Email: Richard.Lisenbeegfortworthtexas.gov