HomeMy WebLinkAboutContract 49157 � 4 Sey
A CITY SECRETARY JCA S,�J
RECEIVC o CONTRACT NO.LJ
1' i
Z017 w LICENSE AGREEMENT
C C[TySECflT w �H �b QUIPU GROUP LLC eCARD SERVICE
ETAY Library
NSE AGREEMENT ( "Agreement") is made and entered into by and between the City
of Fort Worth, a Texas home-rule municipal corporation, hereafter referred to as the "City" and
Quipu Group LLC, hereafter referred to as the "Vendor". All parties to this Agreement may, from
time to time, be referred to as the "Parties".
RECITALS:
A. WHEREAS Vendor owns and operates eCARD, a hosted service that provides for online
library card registration by verifying addresses entered in the online application are within the
city limits and then creating new, full-functional accounts in the Library's Polaris Integrated
Library System ("ILS")
B. WHEREAS Vendor wishes to sell the right to use the Service to the City subject to the terms
and conditions described in this Agreement
C. WHEREAS City desires to purchase the right to use the Service from the Vendor subject to
the terms and conditions described in this Agreement
NOW, THEREFORE, in consideration of the provisions contained in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Definitions.
In addition to terms elsewhere defined in the Agreement, the following terms shall have
the meanings set forth in this Section 1 for purposes of this Agreement:
1.1. "Agreement" shall mean this Agreement by and between the Vendor and City
1.2. "Authorized Sites" shall mean all branches and outlets of the Fort Worth Library as
well as the other 6 MetrOPAC libraries
1.3. "Authorized Users"shall mean employees, Library cardholders, walk-in patrons, or
other persons affiliated with the MetrOPAC libraries
1.4. "Effective Date" Unless otherwise agreed to in writing by the Parties, "Effective
Date" of this Agreement shall mean the date signed by both Parties
1.5. "Library" shall mean the Fort Worth Library system
1.6. "License" shall mean a revocable permission given to an individual or entity which
allows that individual or entity the right to use or access the property of the rightful
owner or legal distributor of the property -- = -_--— - -
OFFICIAL.RECORD
CITY SECRETARY
FT,WORTH,TX
1.7. "MetrOPAC` shall mean the six libraries that, together with Fort Worth Library,
compose the MetrOPAC Consortium: Benbrook Public Library, Burleson Public
Library, Haltom City Public Library, Keller Public Library, Richland Hills Public
Library, and Watauga Public Library
1.8. "Nonresident Cardholders" shall mean people who live outside the Fort Worth city
limits who pay an annual fee for access to Library services
1.9. "Patron" shall mean Fort Worth Library Resident and Nonresident cardholders and
visitors using services at a Fort Worth Library facility
1.10. "Purchase Agreement" shall mean the right to access Vendor's eCARD service for
a specified price ("Purchase Agreement Price") and expiring after a specified
length of time ("Subscription Agreement Term")
1.11. "Purchase Agreement Price" shall mean the price established for access to the
Service.
1.12. "Service" shall mean eCARD and is related to City's ongoing access to and use of
such service via the Internet.
1.13. "Third party" shall mean any person, business, or organization other than the
Vendor and City
1.14. "Vendor" shall have the meaning set forth in the preamble to this Agreement
2. Responsibilities.
Vendor and City shall have the Responsibilities described in Exhibit C Statement
of Work.
3. License.
3.1. Vendor hereby grants to the City a nontransferable and non-exclusive right to
access and use the Vendor's eCARD services according to the terms and
conditions of this Agreement.
3.2. The Content and Services made available to Authorized Users are the subject of
copyright protection and the original copyright owner (Vendor and its licensors)
retains the ownership of the Content and Services and all portions thereof. Vendor
does not transfer any ownership. The Library may use the Service and Content
for training, reference, promotion, and other internal business purposes. The City
assumes no responsibility for Authorized Users' use of the Service and Content.
3.3. The Library is authorized to provide electronic links to the Service from its website.
3.4. Authorized Sites may be added to or deleted from this Agreement as mutually
agreed upon by Vendor and City.
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4. Term.
This Agreement shall be effective on the Effective Date and, unless terminated sooner as
provided herein, shall expire three (3) years thereafter (Initial Term). Following the Initial Term,
this Agreement may be renewed annually at the City's discretion (Renewal Term). The City shall
provide Vendor with a Contract Renewal Notice indicating its intent to renew at least thirty (30)
days prior to the end of each Term. Both the City and Vendor must sign this Notice, a copy of
which is attached as Exhibit D for informational purposes only. The City shall provide Vendor with
written notice of its intention not to renew at least thirty (30) days prior to the expiration of the
Initial Term or any Renewal Term.
5. Compensation, Annual Maintenance Fees, and Invoicing.
The City shall pay Vendor an amount in accordance with the provisions of this Agreement
and the Service Pricing and Payment Schedule attached as Exhibit B. Annual maintenance fees
for the Service shall include ongoing Vendor support as well as name/address verification
transaction fees.Addresses are verified by a USPS-approved name/address verification provider.
Each registration attempt, including corrections, is a transaction. Transaction fees are based on
FWL and all MetrOPACs' service populations as reported in imis.gov_. as well as company data
regarding average number of transactions for populations of this size. Verification provider's fees
are subject to change. Annual maintenance fees may not increase by more than 2% for any year
of the Initial or Renewal Terms unless both Parties agree in writing. Vendor must provide City at
least 90 days' written notice if the annual maintenance fees will increase by more than 2%.
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 License unless the
City first approves such expenses in writing. Vendor shall not invoice City for Renewal Terms until
both Parties have signed the City's Contract Renewal Notice and the City has sent a PO. If City
purchases vendor's Optional Services as described in Exhibit B, annual maintenance fees will be
adjusted accordingly.
6. Changes.
City agrees and acknowledges that any alteration, deviation, or other change from an
SOW may involve extra costs and may change the deadlines, including the date the Software
and/or Services will be completed. Any alterations, deviations, or other changes to the SOW
that are estimated to increase the cost of the SOW more than 10% of the Estimated Cost or
change the completion date of the Software by more than ten days will be executed upon
approval from Client (hereinafter"Change Order"). Client agrees and acknowledges that any
alterations, deviations, or other changes to the SOW that are estimated to increase the cost of
the project less than 10% of the Estimated Cost and will not change the completion date of the
Software by more than ten days may be executed without written approval by City. City
authorizes approval for any Change Orders by either electronic or written agreement.
If the Tarrant Appraisal District removes or changes the method of accessing or
identifying an address's City Taxing Jurisdiction, the City shall work with Vendor to identify
alternative means of obtaining that information and integrating it into the eCARD service. If an
alternative method cannot be identified, the City may terminate this Agreement according to the
terms specified in Section 8 of this License Agreement.
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The Library, is using Innovative Interfaces's Polaris ILS. In the event the Library migrates to a
different ILS, the following shall apply:
a) If, during the course of initial implementation, the Library changes to another supported
ILS (currently Innovative Polaris and Sierra, TLC CARLx, and SirsiDynix Symphony),
there will be no additional charge. If the Library changes to another supported ILS after
setup and implementation, there will be a mutually-agreed upon charge to convert
eCARD to communicate with the new system. Annual maintenance charges will remain
in effect for the new system.
b) If the Library changes to a non-supported ILS, Quipu will consult with the Library to
determine feasibility and costs of converting eCARD to the new system. If the Library
and Quipu agree that conversion is not possible or is cost-prohibitive, the terms of
Section 8 of this License Agreement, Termination, will apply.
7. Missed Deadlines by City.
City agrees and acknowledges that should City miss any deadlines that require action on
behalf of City, the completion date described in Exhibit C Statement of Work may be delayed by
up to three days for each day City misses. If City misses a deadline by more than three days, City
agrees and acknowledges that due to other commitments of Quipu, the completion date may be
increased by up to 30 days for each missed week. Parties will mutually agree on revised schedule.
City agrees and acknowledges that payments will be due as scheduled according to Exhibit C
Statement of Work. Failure by either Party to communicate with the other for more than 30 days
may be considered a termination of this Agreement.
8. Termination.
8.1. 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.
8.2. 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.
8.3. 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.
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9: Disclosure of Conflicts and Confidential Information.
9.1. 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
9.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's
provision of services under this Agreement shall not be grounds for the City to have
or obtain any rights in such proprietary products, materials, or methodologies
unless the parties have executed a separate written agreement with respect
thereto. Vendor, for itself and its officers, agents and employees, agrees that it
shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the
prior written approval of the City.
9.3. Confidentiality of Library Records. Vendor understands and acknowledges that the
State of Texas provides an exception to Texas Government Code Section 552.021
Availability of Public Information, for library records that identify or serve to identify
a person who requested, obtained, or used a library material or service. Such
records may be disclosed only if (1) the library determines that disclosure is
reasonably necessary for the operation of the library and the record is not
confidential under other state or federal law(2) under Section 552.003 of the Texas
Government Code, or(3) to a law enforcement agency or prosecutor under a court
order of subpoena obtained after a showing to a district court that (A) disclosure of
the record is necessary to protect the public safety or(B) the record is evidence of
an offense or constitutes evidence that a particular person committed an offense.
Vendor, for itself and its officers, agents and employees, agrees that it shall treat
all information about Fort Worth Library Patrons provided to it by Library Patrons
or the City as confidential. Vendor agrees not to share or disclose Patron usage
history or Patrons' Personally Identifiable Information (PII)to any third party without
the prior written approval of the City. If Patron email addresses are collected for
the purposes of establishing an account, the addresses will not be used by the
Vendor for any other purpose without providing patrons an opt-out. The Vendor
agrees not to email Patrons or disclose their email addresses to any third party.
9.4. Unauthorized Access. Vendor shall store and maintain Patron usage history,
Patron's PII, and City Information in a secure manner using industry-standard
technology such as firewalls, SSL encrypted connections where applicable, and
data encryption. Vendor shall not allow unauthorized users to access, use, modify,
delete or otherwise corrupt City Information in any way. Vendor shall notify the City
'immediately if it is required by law enforcement to release PII, or if the security or
integrity of any Patron or City information has been compromised or is believed to
have been compromised. In such event, Vendor shall, in good faith, use all
commercially reasonable efforts to cooperate with the City in identifying what
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information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
10. Right to Audit.
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 fewer than 10 days written notice of any intended audits.
Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the
effect that the subcontractor agrees that the City shall, 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 fewer than 10 days written notice of any intended audits.
11. Independent Contractor.
It is expressly understood and agreed that Vendor shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Vendor shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Vendor acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Vendor, its officers, agents, employees, servants, contractors and
subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Vendor. It is further understood that the City
shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,
agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subcontractors of Vendor shall be entitled to any employment
benefits from the City. Vendor shall be responsible and liable for any and all payment and
reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractors.
12. LIABILITY AND INDEMNIFICATION.
A. 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 KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMMISSION(S), MALFEASANCE OR
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INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION—VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY HOLD HARMLESS AND DEFEND 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 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,
C. INTELLECTUAL PROPERTY INFRINGEMENT—(i) 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 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.
(ii)Vendor shall be liable and responsible for any and all claims made against
City of infringement or any patent, copyright, trademark, service mark, trade
secret, or other intellectual property rights by the use of or supplying any
Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services, or City's continued use of the
Deliverable(s) hereunder.
(iii) Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of reasonable 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
Vendor'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 City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment
for claims or actions against City pursuant to this section the Vendor shall
have the right to conduct the defense of any such claims 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 expense for any claim or action brought against the City of
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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, provide that such
modification does not materially adverselV 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 alternative is
reasonable available to Vendor, terminate this Agreement, and refund all
unused amounts paid to Vendor by the City, subsequent to which
termination City maV seek anV and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH BELOW:
13. Insurance.
13.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than $2,000,000 per occurrence; $2 million
aggregate or
b. 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.
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 limit.
4. Technology Liability (Errors & Omissions)
a. Combined limit of not less than $2,000,000 per occurrence; $2 million
aggregate or
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b. 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.
Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(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 Vendor 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 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.
5. Any other insurance as reasonably requested by City.
13.2. General Insurance Requirements:
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.
2. All insurance policies 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
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acceptable in the event of non-payment of premium. Notice shall be sent
to the Risk Manager, City of Fort Worth, 200 Texas St., 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 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.
14. Assignment and Subcontracting.
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.
However, Vendor may assign or transfer this Agreement to an affiliated company or to a
third party that acquires substantially all of its assets upon thirty (30) days written notice to the
City. If for some reason the City does not want to, or cannot transact with the new company, the
City is entitled to a pro-rated refund of the price based upon the time used.
15. Successors & Assigns.
This Agreement shall be binding on and inure to the benefit of and be binding upon the
respective heirs, executors, administrators, successors and assigns of the City, and the Vendor's
successors and assigns.
16. Copyright.
City acknowledges that the computer software utilized by the Vendor's service is protected
by copyright law and international treaties. Unauthorized reproduction or distribution of the software
is not allowed. The City will not reverse engineer, decompile, disassemble, modify, translate,
attempt to discover the source code, or create derivative works from the software.
17. Compliance with Laws, Ordinances, Rules and Regulations.
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Vendor agrees to comply with all applicable federal, state and local laws, ordinances,
rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
18. 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.
19. 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:
Attn: Deborah C. Duke City of Fort Worth
Fort Worth Library City Attorney
500 W. 3rd Street 200 Texas Street
Fort Worth TX 76102 Fort Worth TX 76102
Facsimile: 817-392-7734
TO VENDOR:
Company: Quipu Group
Name: Attention Robert Anderson
Address: 820 S Monaco Pkwy#453
City, ST, zip: Denver, CO 80224
Facsimile No: 877-759-0845
20. Solicitation of Employees.
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.
21. Governmental Powers.
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It is understood and agreed that by the execution of this Agreement, the City does not
waive or surrender any of its governmental powers.
22. No Waiver.
The failure of the City of 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.
23. 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.
24. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
25. Force Maieure.
The City and Vendor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force 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.
26. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes online and shall
not be deemed part of this Agreement.
27. 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.
28. Additional Features and Services.
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The City may choose not to implement all eCARD features and services described in
Exhibit A Description of Service, Exhibit B Pricing Schedule, or Exhibit C Statement of Work
immediately. The City may implement these, at the price quoted in this Agreement, at any point
during the initial three-year term without amending this Agreement. If their prices increase 2% or
less during any Renewal Term, or if Vendor develops additional features and service
enhancements for eCARD not described in this Agreement, and not included in the annual pricing
for routine system maintenance and upgrades, the City will have the option to purchase these
without amending this Agreement.
29. 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.
30. 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.
31. 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.
32. Warranty of Services.
Vendor warrants that the eCARD service will perform as described, and that work done
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 to the
warranty, or(b) refund the unused fees paid by the City to Vendor for the nonconforming services.
33. Notice of Terms of"Click-Through" License Terms.
In the event that Vendor requires Authorized Users to agree to terms relating to the use
of the Licensed Content before permitting Authorized Users to gain access to the Licensed
Content (commonly referred to as "click-through" licenses), the Vendor shall provide the Library
with notice of and an opportunity to comment on such terms fourteen (14) days prior to their
implementation. If the Vendor and Library cannot mutually agree upon the "click-through"
13
license terms during this fourteen (14) day period, this shall constitute a material breach for
which the Library may terminate this Agreement upon notice to the Vendor prior to the "click-
through" implementation date. In no event shall the terms of such "click-through" licenses
materially differ from the provisions of this Agreement. In the event of any conflict between the
terms of such "click-through" licenses and this Agreement, the terms of this Agreement shall
prevail.
34. 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 E and incorporated herein for all purposes.
35. 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. When and if employees are hired, Vendor shall verify the identity and
employment eligibility of all employees who perform work under this Agreement. Vendor shall
complete the Employment Eligibility Verification Form (1-9), 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. Vendor 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. Vendor shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Vendor 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 Vendor.
36. Customer Support.
Vendor shall provide the Library with email and/or telephone technical and customer
support (including feedback, problem-solving, and/or general questions) during standard
business hours (8:OOAM-5:OOPM CST) with response by the Vendor within twenty-four (24)
hours.
37. Downtime and Maintenance.
Vendor shall use reasonable efforts to provide the eCARD service on a daily, twenty-four
(24) hour, seven (7) days a week basis with an average of 98% up-time per month. The 2%
down-time includes periodic unavailability due to maintenance of the server(s), the installation or
testing of software, and system upgrades. Scheduled down-time will be performed at a time to
minimize inconvenience to Library and its Authorized Users. Vendor will make reasonable
efforts to notify the Library five (5) business days in advance of scheduled interruption or
suspension of service due to maintenance. Except where the force majeure provision applies,
unscheduled or scheduled interruption or suspension of service caused by the Vendor lasting
more than forty-eight (48) hours shall constitute a material breach of the agreement by the
Vendor. A refund or a credit against future fees at the option of the Library, or a prorated credit
or refund where interruption or suspension of service is partial, and where partial further
14
adjusted in proportion to the loss of service, shall be due the Library where the aggregate time
of interruption or suspension of service or partial service exceeds twenty-four (24) hours in any
subscription Term.
38. 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 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. 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 reasonable 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.
39. Public Information Act.
Vendor understands and acknowledges that the City is a public entity under the laws of
the State of Texas and as such, all documents held by the City are subject to disclosure under
Chapter 552 of the Texas Government Code. Vendor shall clearly indicate to the City what
information it deems proprietary. If the City is required to disclose any documents that may reveal
any Propriety Information to third parties under the Texas Government Code, or by any other legal
process, law, rule or judicial order by a court of competent jurisdiction, the City will notify Vendor
prior to disclosure of such documents and give Vendor the opportunity to submit reasons for
objections to disclosure. The City agrees to restrict access to Vendor's information to those
persons within its organization who have a need to know for the purposes of management of this
Agreement. The City agrees to inform its employees of the obligations under this paragraph and
to enforce rules and procedures that will prevent any unauthorized disclosure or transfer of
information. The City will use its best efforts to secure and protect Vendor's information in the
same manner and to the same degree it protects its own proprietary information; however, the
City does not guarantee that any information deemed proprietary by the Vendor will be protected
from public disclosure if release is required by law. The foregoing obligation regarding
confidentiality shall remain in effect for a period of three (3) years after the expiration of this
Agreement.
15
40. Section Partial Invalidity.
If any provision of this Agreement shall be determined by any court of competent
jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the
remainder of this Agreement, which shall be construed as if such invalid or unenforceable
provision had never been a part of this Agreement but in a manner so as to carry out as nearly
as possible the parties' original intent.
41. Signature Authority.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of
the Vendor whose name, title and signature is affixed on the Verification of Signature Authority
Form, which is attached hereto as Exhibit F and incorporated herein by reference. Each party is
fully entitled to rely on these warranties and representations in entering into ,this Agreement or
any amendment hereto.
16
Executed on this the. day of 12017.
CITY OF FORT WORTH: QUIPU GROUP LLC I
Fernando Costa Name: MtA s S W -St,�,�ki-U�
Assistant City Manager Title: VVIy_vY� 10 a-R
Date: 61y117 Date:
APPROVED AS TO FORM AND LEGALITY: ATTEST-
By: _ By:
Paige ebane Mary J. Kayser
Assistant City Attorney y City Secretary FOR?-
13:
ORT _
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and a
of this ontract, includingensuring all performance and reporting requirements.
Name
dw-joy/ i7
Date
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX 17
EXHIBIT A
DESCRIPTION OF SERVICE
eCARD is a hosted service that will enable Fort Worth and other MetrOPAC city
residents to open a library card account online through the Library's Polaris Integrated Library
System (ILS). New online registration patron accounts will have immediate access to the
appropriate library's resources, as determined by Library policies and Library's ILS system.
During the eCARD Service's Initial and Renewal Terms, Quipu will establish, host, and
administer the Library's eCARD service. Library and Patrons will access eCARD registration
through the website portal the Vendor maintains for the Library. The Library and its Patrons will
access the eCARD site either inside the library using the Library's own Internet connection or
remotely from within the United States.
eCARD:
(1) Verifies the address entered in the registration is a valid United States Postal Service
("USPS") address as determined by USPS authorized provider
(2) Verifies that the name entered in the registration is associated with the address
(receives mail at that address, filled out a National Change of Address form) (Basic
Name Verification)
(3) Verifies that the address is within the City of Fort Worth's or MetrOPAC city's
taxing jurisdiction as determined by the Tarrant Appraisal District (TAD) database
or other means as mutually agreeable and
(4) Applies the Library's internal registration and circulation policies and uses the
Polaris API to create the account in the Library's Polaris ILS
The initial implementation will be for addresses in Tarrant County. Fort Worth and other
MetrOPAC library addresses in other counties may be added at a later date as address
verification methods become available. Benbrook, Haltom City, Keller, Richland Hills and
Watauga addresses are in Tarrant County. Burleson addresses are in Tarrant and Johnson
counties. Fort Worth addresses are in Tarrant, Denton, Parker and Wise counties.
The eCARD registration form will be available in English and in Spanish.
Quipu will work with the Library in order to best determine and implement the Library's
circulation policies in regards to online registration. Library agrees that not all circulation policies
may be implemented due to lack of appropriate data available to the eCARD service.
The Library will also be able to select optional enhancements to the service.
Where applicable, Quipu will support as part of this Agreement, access via the latest two
(2) versions of the most popular modern internet browsers to the software. Support of browser
versions older than the latest two (2) versions will be determined on a case-by-case basis and
may incur additional costs to the City.
18
EXHIBIT B
SERVICE PRICING AND PAYMENT SCHEDULE
1 st Year Cost-$20,781;.00
Setup Fees-$16,000.00
Setup Fees cover the 'one-time costs for setting up the eCARD service forthe
Library
Basic Installation $12,000.00
English and Spanish Registration Pages $ 0.00
Non-English/Spanish Pages n/a
Name Verification Coding (Basic) $ 1,000.00
Coding required to have eCARD react correctly if the
name/address do or do not match
External Verification Data $ 3,000.00
One-time setup fee for procuring, ingesting, and modifying code to
use Tarrant Appraisal District data in qualifying registrants during
eCARD registration process. Preliminary testing revealed TAD
files will need to be parsed to retrieve the required data, and some
data errors will need to be corrected
First Year Annual Maintenance Fee, Basic Usage $ 4,781.00
Annual Maintenance Fee, Initial and Renewal Terms -- $4,781.00
Optional Services must be agreed-to and scheduled by both Parties, by email or in writing:
In-Branch Registrations (all MetrOPAC libraries) $ 3,000.00
Future development for consortial clients will allow eCARD to automatically determine
that a patron is in a particular branch (usually by IP ranges) of each MetrOPAC library, assign
the registering location automatically and optionally remove the requirement for an email
address for the person registering
Additional External Verification Data $ 3,000.00 per data set
Additional verification data, for example Denton, Johnson, Parker, and Wise county data,
can be incorporated into eCARD at a later date if the data is available in a format that can
be adapted for eCARD verification.
Hourly rate as of April 12, 2017 $ 150.00
City must be notified about rate changes in writing
Additional future features and services, including but not limited to card renewals: As quoted
19
Emergency Rate: City shall pay Quipu's emergency rate (which is two times Quipu's current
hourly rate) for all Services that are required to be completed within 24 hours of such request
("Emergency Work"), so long as the Emergency Work is not being done to correct a defect in
Quipu's implementation or ongoing maintenance of the eCARD service. Quipu may require
payment for Emergency Work prior to completing any Emergency Work. Further, Client agrees
and acknowledges that Emergency Work may not be available for all cases and that Emergency
Work will be completed only if Quipu is available to complete such Emergency Work.
Emergency Work will be completed outside of the SOW and any fees paid for Emergency Work
shall be in addition to any estimated costs supplied in the SOW.
Payment Schedule— First Year
Contract signing $4,000.00
Phase 1 Completion $3,000.00
Phase 2 Completion $6,000.00
Phase 3 Completion $3,000.00
First Year Mai ntenance/Transaction Fee —Start of Service $4,781.00
TOTAL FIRST YEAR: $20,781.00
20
EXHIBIT C
STATEMENT OF WORK
QUIPU GROUP LLC, ECARD SERVICE
Implementation
Implementation will be conducted in Phases as outlined below.
Branding
The Vendor shall display the City's logo with an embedded hyperlink to the Fort Worth Library
website ( w/ 11bray/) within the eCARD Registration Form. The Vendor
may use the City's logo and website address exclusively as necessary to provide custom
branding to the Form only during the Term of this Agreement.
Staff Training
Vendor shall provide live and/or recorded online training for Library staff related to the use of the
eCARD Registration Form and any Vendor software. Vendor shall provide additional training to
the Library staff if made necessary by any updates or modifications to the Form or any Vendor
software.
End User Guides
The Vendor shall provide online Help or other user guides that are adaptable by the Library to
include frequently asked questions (FAQs), troubleshooting, and product usage.
Milestones/Timeframe
The following milestones outline the timeline for the Statement of Work. The Parties may adjust
this schedule by mutual written consent at least 10 business days prior to the scheduled
milestone.
Milestone Anticipated Completion Timeframe Payment Schedule
First Year
Execute Contract Executed Contract Date $4,000.00
Phase 1 2 weeks following execution of contract $3,000.00
Phase 2 30 business days following completion of $6,000.00
Phase 1
Phase 3 7 business days following completion of $3,000.00
Phase 2
Phase 4 7 business days following completion of
Phase 3
1 st Year Maintenance Fee Service in production 14 calendar days $4,781.00
invoice without incident
1. City Responsibilities
21
• Work with Quipu and Innovative Interfaces, Inc. to grant eCARD the necessaryaccess
(firewall), API keys, etc. for creating patron records on library's hosted Polaris ILS
• Assist Quipu in gaining access to Tarrant Appraisal District and other address
verification systems
• Determine, with Quipu, registration polices for eCARD within the scope of the Patron
API, Address & Name Verification provider and any applicable third-party data
• Test and confirm patron registrations
. Interact with ILS vendor staff where necessary
. Provide access to Patron API
documentation
• Notify Quipu Group of any changes to Polaris and/or Patron APIs, either from
routine system upgrades or internal policy changes, that affect eCARD
operations
. Notify Quipu Group of any changes and updates/releases of 3`d party data
where applicable
• Inform Quipu Group of any suggested modification, variation, or improvements to the
Service and operating procedures
• Maintain network infrastructure that supports use of the eCARD Service
2. Quipu Group Responsibilities
Basic Install
• Set up hosted eCARD service on Quipu's hosting server
• Determine, with Library, the layout of registration form when applicable
• Determine, with Library, the registration policies applicable to the eCARD service
• Integrate TAD data to confirm address is within the city limits of Benbrook,Fort
Worth, Haltom City, Keller, Richland Hills or Watauga
• Implement name verification process. Quipu and Library will determine registration
policies based upon name matching levels
• Set up creation of patron records using Patron API capabilities only
• Set up use of Patron API automatic barcode creation
• Create English & Spanish language registration forms. Work with Library to
determine required fields and labels, error messages and email confirmation text.
Library will have final approval of translations.
• Assist Library staff with testing and confirmation of patron registrations
• Modify address verification processes, as required, as part of standard maintenance
In-Branch registrations (if selected)
• Work with Library to allow for registrations completed within branches,based on IP
address ranges.
• Develop form modifications where necessary for In-Branch registrations.
22
• Determination of In-Branch confirmation page instructions for the patron.
3. Proiected Timeframe & Proposed Phases
The Proposed Phases may overlap dueto extenuating circumstances.
Phase 1
• Initial phone call to discuss Library's registration policies and service area
• Development of Project Plan and finalized timeline
• Set up of technical environment. Establish connection from Quipu's server to
Library's Patron API
• Set up basic eCARD hosted service on Quipu's
servers. Test access to Library's Patron API
Phase 2
• Registration form development. Determine fields to be displayed, required fields,
syntax rules, etc.
• Integration of Tarrant Appraisal District and USPS verification data.
• Initial registration tests to Library's Patron API.
Phase 3
• Set up In-Branch registration functionality if selected
• Final registration testing from Library's designated web page
• Migration to use of Library's API on Library's production server if applicable
Phase 4
• eCARD released for public use
• Project considered complete once service has been running without incident for at
least 2 weeks
23
EXHIBIT D
CITY OF FORT WORTH
SAMPLE CONTRACT RENEWAL NOTICE
DATE
[Vendor]
[Vendor Address]
Re: NOTICE OF CONTRACT RENEWAL
Contract No.CSC No. [xxxxx] (the"Contract")
Renewal Term No.X: [Term Dates]
The above referenced Contract expires on [Expiration Date]. Pursuant to the Contract, contract renewals are at the
sole option of the City.This letter is to inform you that the City is exercising its right to renew CSC No. [xxxxx] for
an additional one year period,which will begin immediately upon the expiration of the current term and will end on
[new Expiration Date]. All other terms and conditions of CSC No. [xxxxx] remain unchanged. Please return this
signed acknowledgement letter,along with a copy of your current insurance certificate,to the address set forth
below,acknowledging receipt of the Notice of Contract Renewal.
Please log onto BuySpeed Online at http:iifortworthtexas.gov/purchasing to insure that your company information is
correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice,please contact me at the telephone number listed
below.
Sincerely yours,
[City Purchasing Staff name],Contract Compliance Specialist
FMS,Purchasing Division
817-392-[xxxx]-Direct
817-392-8440-Fax
I hereby acknowledge receipt of the Contract Renewal Notice for CSC No. [xxxxx] for a one year period ending on
new[Expiration Date].
By: Date:
Printed Name and Title
Signature
CITY OF FORT WORTH: ATTEST:
Fernando Costa,Assistant City Manager Mary J. Kayser,City Secretary
Date: M&C No
RECOMMENDED BY:
[name],Assistant Library Director
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.
[name],Assistant Library Director
24
EXHIBIT E
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a home rule municipal
corporation with its principal location at 200 Texas Street, Fort Worth, Texas 76102,
organized under the laws of the State ofTexas and situated in portions of Tarrant,
Denton and Wise Counties, Texas, and Quipu Group, LLC, with its principal
location at 820 S. Monaco Parkway#453, Denver CO, 80214 ("Contractor").
1. The Network. The City owns and operates a computing environment and
network (collectively the "Network"). Contractor wishes to access the City's network
in order to provide eCARD services for Fort Worth Library. In order to provide the
necessary support, Contractor needs access to Forth Worth Library's Polaris
integrated library system, hosted for the Library by Innovative Interfaces.
2. Grant of Limited Access. Contractor is hereby granted a limited right of
access to the City's Network for the sole purpose of providing eCARD services for
Fort Worth Library.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 Contractor 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 theServices designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
® Services are being provided in accordance with the Agreement to which this Access
Areement 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.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Contractor has provided the City with a current list of its officers,
agents, servants, employees or representatives requiring Network credentials.
25
Notwithstanding the scheduled contract expiration or the status of completion of
services, Contractor 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 ofaccess 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. Contractor
acknowledges, agrees and hereby gives its authorization to the City to monitor
Contractor's use of the City's Network in order to ensure Contractor's compliance
with this Agreement. A breach by Contractor, its officers, agents, servants,employees
or representatives, of this Agreement and any other written instructions or guidelines
that theCity provides to Contractor pursuant to this Agreement shall be grounds for
the City immediately to deny Contractor 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.
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, Contractor 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. Contractor 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. Contractor 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.
s. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE
LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY
MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES. THE CITY, ITS OFFICERS,AGENTS, SERVANTS AND
EMPLOYEES, SHALL NOT BE LIABLE FORANY DAMAGES THAT
CONTRACTOR MAY INCURAS A RESULT OF THE CITY'S
RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA
ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY
CONTRACTOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES,
OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE
CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND
26
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,AND
ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S)
OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES.
CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE,
HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS
THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR
EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT,
DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME
ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR
INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information.. Contractor, for itself and its officers,
agents, employees, and representatives, agrees that it shall treat all
information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City.
Contractor further agrees that it shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify,
delete or otherwise corrupt City Information in any way. Contractor shall notify
the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
10. Right to Audit. Contractor agrees that the City shall, during the initial
term, any renewal terms, and until the expiration of three (3) years after
termination or expiration of this contract, have access to and the right to
examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and electronic, of the Contractor involving
transactions relating to this Agreement. Contractor agrees that the City shall
have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Contractor
further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, during
the initial term, any renewal terms, and until expiration of three (3) years after
termination or expiration of the subcontract, have access to and the right to
examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and electronic, of such subcontractor
involving transactions related to the subcontract, and further that City shall
have access during normal working hours to all subcontractor facilities and
shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in
addition to any written contracts, agreements, understandings or
27
acknowledgments with the City signed byContractor. This Agreement and
any other documents incorporated herein by reference constitute the
entire understanding and Agreement between the City and Contractor as to
the matters contained herein regarding Contractor's access to and use of the City's
Network.
12. Amendments. The terms of this Agreement shall not be waived, altered,
modified, supplemented, or amended in any manner except by written instrument
signed by an authorized representative of both the City and Contractor.
13. Assignment. Contractor may not assign or in any way transfer any of its
interest in this Agreement. Any attempted assignment or transfer of all or any part
hereof shall be null and void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired.
15. Force Majeure. Each party shall exercise its best efforts to meet
its respective duties and obligations as set forth in this Agreement, but
shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control(force
majeure), including, but not limited to, compliance with any government law,
ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars,riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
16. Governing Law / Venue. This Agreement shall be construed in
accordance with the laws of the State of Texas. If any action, whether real or
asserted, at law or in equity, is brought on the basis ofthis Agreement, venue for
such action shall lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authority.By affixing a signature below, the person
signing this Agreement hereby warrants that he/she has the legal authority to
bind the respective party to the terms and conditions in this agreement and to
execute this agreement on behalf of the respective party, andthat such
binding authority has been granted by proper order, resolution, ordinance or
other authorization of the entity. The other party is fully entitled to rely on this
warranty and representation in entering into this Agreement.
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACTOR NAME:
By: By:
Fernando Costa Nam : �v\ 5 s w�
Assistant City Manager Title:
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Date: Date: e 30 `DC3\`�
ATTEST: ATTEST:
By: By:
Mary J. Kayser Name:
City Secretary Title:
APPROVED AS TO FORM AND LEGALITY
By:
Assistant City Attorney
M & C:
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EXHIBIT F
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Vendor:
Legal Address:
Service(s) to be provided:
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 the Vendor. Such binding authority has
been granted by proper order, resolution, ordinance or other authorization of Vendor. 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.
1. Name:
Position: t442
Signa ure
2. Name: SCcatil � c '�l�
Position: VVI _
Signature
3. Name: �p�va2t -��on1
Position: yY�� 10
Signature
Name:
Signature of President/CEO
Other Title:
Date: 0
30