HomeMy WebLinkAboutContract 48682 City Secretary Contract No.
Fo R r I" Mwl,,-0 R TH111D
0111 SECRETARY LLL
-' M ' 7 CONTRACT NO.
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PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City' or"Client"), a Texas home-rule municipal corporation, and
VACO Dallas, LLC (`Consultant' or "Contractor"), a Tennessee Company. City and Consultant are each
individually referred to herein as a"party"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Statement of Work with fees plus any amendments to the Statement of Work
3. Exhibit B—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 Professional Services Agreement shall
control. The term "Consultant" or"Contractor" shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors. The term "City' shall include its officers,
employees,agents,and representatives.
1. Scone of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional consulting
services for implementation of Blackline Systems and training of City users on Blackline Systems. Specifically,
Consultant 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."Consultant shall perform
the Services in accordance with standards in the industry for the same or similar services. In addition,Consultant shall
perform the Services, and both Consultant and City agree to perform all obligations related to this Agreement, 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 January 30, 2017 (`Effective Date") and shall expire no later than
January 29,2018 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties. This Agreement will automatically be renewed for up to two (2) additional
successive one(1)—year terms,each a"Renewal Term."
3. Compensation.
3.1 The City shall pay Consultant an amount not to exceed $17,000.00 in accordance with the
provisions of this Agreement and Exhibit"A," Statement of Work. Section VII."Fees." Work shall be ordered by
City on an as-needed basis. Consultant 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
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not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty(30)days of receipt of
such invoice.
3.2 Consultant shall be paid on a Net 30 Days basis in accordance with state law following receipt of a
proper invoice.
3.3 All invoices shall be submitted to the Information Technology Solutions Department(ITS)no
more often than once per week to the address Iisted in the Blanket Purchase Order issued in reference to this
agreement.The Information Technology Solutions Department shall issue a release purchase order number to the
Consultant during the process.
3.4 A properly prepared invoice shall be typewritten or computer printed and shall include the
Consultant's name and federal tax identification number,invoice number,address, date,service or item description,
unit price, extended cost, City issued purchase order and release number. Incomplete or inaccurate invoices may
result in delayed payments,as they shall be returned to the Consultant for correction and re-submittal.
4. Termination.
4.1. Convenience. Either the City or Consultant 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. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty,
obligation or warranty upon exhaustion of all remedies set forth in Section 29.
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 Consultant 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 Consultant for services actually rendered up to the effective date of termination
and Consultant 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, Consultant
shall provide the City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Consultant has received access to City information or data as a requirement to perform
services hereunder,Consultant shall return all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or
methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials,or
methodologies unless the parties have executed a separate written agreement with respect thereto. Consultant, 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 Unauthorized Access. Consultant 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.
Consultant shall notify the City immediately if the security or integrity of any City information has been
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compromised or is believed to have been compromised, in which event, Consultant 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.
Consultant 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,non-confidential and
non-proprietary, as defined under Texas law, books, documents, papers and records of the Consultant involving
transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have
access during normal working hours to all necessary Consultant 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 Consultant not less than 10 days written notice of any intended audits.
Consultant 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.
1. It is expressly understood and agreed that Consultant 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, Consultant 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. Consultant
acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers,
agents, servants and employees, and Consultant, its officers, agents,employees, servants, contractors and
subcontractors, Consultant further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Consultant. .It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents,servants,
employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants,
employees or subcontractors of Consultant shall be entitled to any employment benefits from the City.
Consultant 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. City and Contractor each
acknowledge and agree that City will provide all technical data, information and resources necessary for
Contractor's performance under this Agreement, including but not limited to, reasonable access to
information, and as such, neither Contractor nor Contractor personnel has any liability or risk for any
problem attributable to the content, accuracy, completeness or consistency of any information or other
resources supplied by City, its employees,personnel,subcontractors or agents.
8. LIABILITY AND INDEMNIFICATION.
1. A. LIABILITY - CONSULTANT AND CITY SHALL EACH BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT" CAUSED BY THE RESPECTIVE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT
OF THE PARTY, ITS OFFICERS, AUTHORIZED AGENTS, SERVANTS OR EMPLOYEES.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL,
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SPECIAL OR CONSEQUENTIAL DAMAGES SUSTAINED RESULTING FROM THE ACTION
OR INACTION OF THE PARTY UNDER THIS AGREEMENT, WHETHER THE CAUSE OF
ACTION AGAINST THE PARTY IS BREACH OF WARRANTY,TORT,GROSS NEGLIGENCE
OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST OPPORTUNITIES AND/OR DELAY
DAMAGES, EVEN IF THE PARTY WAS AWARE OF OR KNEW THE POTENTIAL FOR SUCH
DAMAGES. IT IS UNDERSTOOD THAT THE CITY DOES NOT WAIVE ANY IMMUNITY BY
AGREEING TO THIS PROVISION.
B. INDEMNIFICATION -CONSULTANT 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 KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'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 CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS,
SERVANTS OR EMPLOYEES.CONSULTANT'S INDEMNIFICATION OBLIGATIONS SHALL NOT
EXTEND, HOWEVER, TO ANY ACTION OR INACTION OF CONSULTANT OR CONSULTANT'S
PERSONNEL TAKEN AT THE EXPRESS DIRECTION OF CITY, INLCUDING ITS EMPLOYEES AND
AGENTS.
C. INTELLECTUAL PROPERTY INFRINGEMENT—(i)The Consultant 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. Any liabilities applicable to Consultant in this
Subsection C shall only apply to infringement and/or violation of the Deliverables to the extent not caused by
or arising from misuse of or use for an unintended purpose by City,its personnel,employees,or agents.
(ii)Consultant 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.
(iii)Consultant agrees to indemnify,defend,settle,or pay,at its own cost and expense,including the payment
of attorney's fees,any claim or action against the City for infringement of any patent,copyright,trade mark,
service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s),or
any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify,
defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s).So long as Consultant
bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,
Consultant 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 Consultant 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, Consultant shall fully participate and cooperate with the City in defense of such claim
or action. City agrees to give Consultant 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 ConsuItant's duty to indemnify the City under this Agreement. If the
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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,Consultant 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 Consultant, terminate
this Agreement,and refund all amounts paid to Consultant by the City,subsequent to which.termination City
may seek any and all remedies available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER
SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
Consultant 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 Consultant under which the assignee agrees to be bound by the duties and
obligations of Consultant under this Agreement. The Consultant 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 Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such
duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such
subcontract.
10. Insurance.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business
in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence;$4,000,000 aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coveraize in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
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.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000
aggregate Iimit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required
by statute.
5. Technology Liability(Errors&Omissions)
a. Combined limit of not less than$2,000,000 per occurrence.$4,000,000 aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coveraze 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,
(a) Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
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(iii)Implantation of malicious code or computer virus
(iv)Fraud,Dishonest or Intentional Acts with final adjudication language
(v) 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
Consultant under this Agreement.
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 Consultant 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.
6. Any other insurance as reasonably requested by City.
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10.2 General Insurance Requirements:
I. 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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of
the City of Fort Worth.
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,200 Texas Street,Fort Worth,Texas 76102,with copies to
the City Attorney at the same address.
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.
5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver
of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be
delivered to and approved by the City's Risk Management Division prior to execution of this Agreement.
II. Compliance with Laws,Ordinances,Rules and:Regulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,
Consultant shall immediately desist from and correct the violation.
12. Non-Discrimination Covenant.
Consultant,for itself, its personal representatives, assigns, subcontractors and successors in interest, as part
of the consideration herein, agrees that in the performance of Consultant'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 Consultant, its personal
representatives, assigns, subcontractors or successors in interest, Consultant 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 With Copy to the City Attorney
Attn: Kathryn Agee-Dow at same City address
200 Texas Street
Fort Worth,Texas 76102
Facsimile:(817)392-8440
TO CONSULTANT:
Vaco Dallas,LLC
Attn:Jerrad Hall
17300 Dallas Parkway, Suite 3110
Dallas,Texas 75248
Facsimile:None
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14. Solicitation of Employees.
(a) Consultant shall not, 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 City. This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by Consultant.
(b) City shall not, during the term of this Agreement and additionally for a period of one after its termination,
solicit for employment, hire,or employ in any capacity,whether as an employee or independent contractor,
(i) any Consultant personnel who has provided services for City hereunder until the expiration of one (1)
year after termination of the most recent assignment,(ii)any Consultant personnel who has been introduced
to, recommended to or interviewed by City through the services of Consultant, until the expiration of one
(1)year after the latest of such interview,discussion,or presentation of the actual or prospective Consultant
at issue. If Consultant (or its affiliated divisions) breaches this section City will pay Consultant a
Conversion Fee equal to 35% of the gross annual compensation (including salary plus any guaranteed
bonus) of the Consultant or prospective Consultant at issue. This section 14(b) is subject to section 4.3 of
this Agreement in that City must have appropriated sufficient funds in order to meet the obligation under
this section.
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 Consultant 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 Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. Governina 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, Severabilitv.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Majeure,
The City and Consultant 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 (force majeure), including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts,
natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
20. Headings Not Controllina.
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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 Consultant, 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.
Consultant warrants that its services will be of a professional quality and conform to generally prevailing
industry standards. City must give written notice ofany breach ofthis warranty within thirty(30)days from the date
that the services are completed. In such event, at Consultant's option, Consultant 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 Consultant for the nonconforming services.
26. Milestone Acceptance.—intentionally Deleted.
27. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or
subcontractors (for purposes of this section"Consultant Personnel"), requires access to the City's computer network
in order to provide the services herein, Consultant shall execute and comply with a City's Network Access
Agreement(NAA).
27.1.1 The City does not expect the NAA will be applicable to this Agreement. This clause will
apply if Consultant requires access to the City's computer network. The City will provide a copy of the
NAA should the need arise.
272 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires
access to any federal law enforcement database or any federal criminal history record information system,including
but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System (`III
System"), National Crime Information Center("NCIC") or National Fingerprint File ("NFF"), that is governed by
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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 under this Agreement,
Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall
separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. Immigration Nationality Act.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall
verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant
shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request, provide City with copies of
all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement.
Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee
who is not legally eligible to perform such services.Consultant shall provide City with a certification letter that it has
complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any
penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2,if either City or Consultant 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 wilting as soon as practicable after discovering the claim,dispute, or breach. The
notice shall state the nature of the dispute and list the party'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. With the exception of
disputes related to payment obligations under the Agreement,which may be filed by either party in a Court of competent
jurisdiction under the Agreement following good-faith negotiations by both parties to resolve such dispute,if the parties
fail to resolve the dispute within sixty (60)days of the date of receipt of the notice of the dispute,then the parties may
submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives
of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be
liable for its own expenses, including attorney's fees. however, the parties shall share equally in the costs of the
mediation. If the parties cannot resolve the dispute through 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. ReportinZ Requirements.
For purposes of this section,the words below shall have the following meaning;
Child shall mean a person under the age of 18 years of age.
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.
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
VACO Dallas,LLC Professional Services Agreement-Technology
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City Secretary Contract No.
includes all input,output,processing,storage,or communication facilities that are connected or related to the device.
Compuler 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.
If Consultant 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, Consultant 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
Consultant to make the report required herein may result in criminal and/or civil penalties.
31. Signature Authoritv.
The person signing this agreement hereby warrants that he/she has the legal authority to execute this
agreement on behalf of the respective party, and that such binding authority has been granted by proper order,
resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be
executed by any authorized representative of Consultant whose name, title and signature is affixed on the
Verification of Signature Authority Form, which is attached hereto as Exhibit "B" 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.
Executed in multiples this the 2� day of lkxt-�'2017.
AGREED: AGREED:
CITY OF FORT WORTH: VA4Lch
LAS,LLC:
By: �P✓`-�" By:
Susan 1kl s of Fps WayAssistant City anager )` Mane
Date: , 2 '7,0 ate:
13')
ATTES ; TTEST:
By: $y: Not Applicable
Mary J.Kayser •
City Secreta
�XAS
APPRO D S TO FORM AND LEGALITY:
By: n n
Jessica San vang
Assistant t Attorney 11
Form 1295 Certification No.,Not applicable.
M&C:Not Applicable OFFICIAL RECORD
,Date: Not Applicable CITY SECRETARY
CONTRACT COMPLIANCE MANAGER: FT- NORTH, TX
By signing,I acknowledge that I am the person responsible
VACO Dallas,LLC Prot'essional Services Agreement-Technology
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City Secretary Contract No.
for the monitoring and administration of this contract,including
ensuring al erform nce and reporting requirements.
By:
Steve treiffert
Assistant IT Solutions irector
VACO Dallas,LLC Professional Services Agreement-Technology
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City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Client Location: Fort Worth,Texas
Description of Work to be Performed:
1) Phase 1: Discovery,Project Management,Enterprise Configuration,QA Testing,and Training related to
BlackLine's Task Management product for up to 25 user licenses.
2) Phase 2: Guidance,oversight,and direction related to a Team-by-Team review of processes,procedures,and
documentation. The hours below will be devoted to training with a Train-the-Trainer approach going forward for
future teams.
Additional Related Services Available(NOT included in this Enaa2ement Letter).: (please contact Vaco for
specific hours estimates and pricing related to the items below)
- Custom,client-specific Train-the-Trainer Manuals and Materials
- As-Is process capture and To-Be process re-design
- Process Documentation
Client Project Manager: Catherine Perry
Client Contact Information: Email:Catherine.pen-v(a.fortuorthtexas.�zov,Telephone: 817-392-22'4
VACO Consultant Resources: _
Item Consultant Name Hourly Bill Estimated Estimated Start Estimated End
Rate hours Date Date
I TBD $225 40 January 2017 March 2017
2 TBD $225 20 TBD TBD
Travel Arraneements&Other Expenses: Reasonable and customary travel expenses for Consultant
employees located outside the Fort Worth/Dallas Metroplex will be billable to Client at cost incurred not to
exceed$2,000.00.
This document is not intended to replace the Professional Services Agreement between the parties. Client and
Consultant agree to all Terms and Conditions set forth in the Professional Services Agreement, however,the
specific terms of this Work Schedule will be the primary guide for determining the terms related to
Consultant Bill Rates and Conversion Schedules if there is a conflict between the terms of Scope of Work and
the terms of the Professional Services Agreement.
VACO Dallas,LLC Professional Services Agreement-Technology
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City Secretary Contract No.
EXHIBIT B
VERIFICATI®N OF SIGNATURE AUTHORITY
Full Legal Name of Contractor: Vaco Dallas,LLC
Legal Address:
Services to be provided: Professional consulting services for implementation of Blackline Systems and training of
City users on Blackline Systems.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Contractor and to execute any agreement,amendment or change order
on behalf of Contractor. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Contractor.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 Contractor. Contractor 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 Contractor.
1. Name:=Array F'.Reeves
Positio>: Pgftner�-
fh
Signature,)
o Name.Jerrad Hall
u Position: irector, tegic Alliance
Signat
3. Name:
Position:
Signature
Name;
Signature of t ana-r art&r
Date: Zp��
VACQ Dallas,LLC Professional Services Agreement-Technology
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