HomeMy WebLinkAboutContract 50279 PURETECH SYSTEMS, INC. CITY SECRETARY
End User Software Maintenance Agreement CONTRACT NO. j5�-7q
City of Fort Worth Holly,Village Creek, and Westside Water Treatment Plants
This Software Maintenance Agreement,including all of the attached exhibits ("Agreement")is effective as of the
_ 18th_ day of August, 2017 (the "Effective Date") by and between PureTech Systems, Inc, an Arizona
corporation, ("PURETECH"), located at 2038 West Lone Cactus Drive, Phoenix,Arizona, 85027 and the City of
Fort Worth, located at 1000 Throckmorton Street, Fort Worth, TX 76102 (the "END-USER" or "Purchaser"),
collectively referred to as the "parties."
RECITALS
End-User has purchased PURETECH advanced security and monitoring systems (the "Systems") for its
Village Creek, Holly, and Westside Water Treatment Plants, as described in Exhibit A. The Systems rely on
certain proprietary and non-proprietary software (the "Software") of PURETECH, which has been licensed to
END-USER pursuant to the terms of an End-User Software License Agreement of even date herewith (the
"License Agreement"). As a condition of the purchase, installation and servicing of the Systems and of the
License Agreement, END-USER desires to enter into this Agreement.
1. Maintenance Services.
PURETECH will from time to time perform such routine software maintenance, as PURETECH deems
necessary for the proper operation of the System as outlined in Exhibit B to this Agreement. Software
maintenance shall include corrections to Software defects and new features added at PURETECH's discretion to
the purchased Software. Software maintenance does not include new software programs or software modules that
PURETECH may develop and offer for sale from time to time. In addition, promptly after the END-USER
identifies and notifies PURETECH of any programming or other error in the Software, PURETECH, in its
discretion shall either replace or repair the Software, or provide such other remediation as PURETECH shall
determine in good faith.
2. Modifications Excluded
This Agreement does not obligate PURETECH to provide maintenance services required as a result of
modifications made to the Software by any party other than PURETECH or to any computer program
incorporating all or any part of the Software. In the event of any modification to the Software by any party other
than PURETECH that requires PURETECH to perform maintenance or corrective services, such services shall
be charged at PURETECH's then normal hourly service rates. Nothing contained herein shall be deemed to permit
END-USER to make modifications to the Software other than as specifically authorized in the License
Agreement.
3. Access to Data & Computer
If necessary, the END-USER will provide PURETECH with evidence of programming-error(s). In
addition, the END-USER will provide PURETECH with access to the End-User's computer Z*il . uate
®FFICIAL RECORD Page 1 of 18
PureTech Systems, Inc. w FSO��F��GQ�PQ
City of Fort Worth End Uer Spftware Mamtenanc :Agreement In it.OTY Init.
computer time to enable PURETECH to reproduce the problem, determine whether it results from the Softwaro,
and, after corrective action or replacement has taken place, ascertain whether the problem has been corrected.
4. Term & Termination of Agreement
4.1 This Agreement shall commence as of the Effective Date and shall continue for a period of one
(1) year. Thereafter, END-USER shall have the option to renew the Agreement for two (2) consecutive one (1)
year terms. Either party may terminate this Agreement for any reason upon sixty (60) days written notice to the
other party.
4.2 Upon any cancellation or termination of the License Agreement, this Agreement shall also
terminate automatically.
4.3 PURETECH may terminate this Agreement in the event of any failure on the part of the END-
USER to pay PURETECH the maintenance fee within ten (10) days after written notice to the END-USER.
4.4 Upon the effective date of termination, all fees or charges payable under this Agreement which
have accrued as of the effective date of termination shall become due and payable immediately and without notice
or demand by PURETECH and all obligations of both parties under this Agreement shall end.
5. Warranty
5.1 Any replaced or corrected Software is subject to all of the warranties provisions set forth in the License
Agreement, including limitations and disclaimers. Without limiting the foregoing, and notwithstanding any
provision of the License Agreement to the contrary, END-USER acknowledges and agrees that END-USER's
sole and exclusive remedy against PURETECH for any claim relating to any alleged defect or nonconformity in
the System or the Software shall be replacement or repair.
5.2 PURETECH makes no express or implied warranties of any kind, other than those specifically set
forth herein. PURETECH specifically disclaims the implied warranties of merchantability and fitness for a
particular purpose. PURETECH will not be liable to END-USER for any indirect, special, incidental or
consequential damages whether based on contract, tort or any other legal theory.
6. Fees & Charges
6.1 The fee for the maintenance services provided for in this Agreement shall be set forth on Exhibit
C to this Agreement. Such fee shall be paid annually,on or before the anniversary of the Effective date,beginning
with the first year following the Effective Date.
6.2 In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any
payments due hereunder, City will notify PURETECH 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.
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PureTech Systems,Inc.
City of Fort Worth End User Software Maintenance Agreement Init.W_ Init.
7. Travel Expenses
Travel expenses, if applicable, shall be paid in accordance with Exhibit B, Section 7,Additional Charges.
8. General Provisions
8.1 Neither party may assign or transfer any of its rights or obligations under this Agreement without
the prior written consent of the other party,which such consent shall not be unreasonably withheld.Any attempted
assignment or transfer will be void. In the event that either party merges with another entity or the majority of its
assets are acquired by another entity during the Term, that party shall provide thirty (30) days written notice of
such merger or acquisition, or as much notice as is reasonably possible, to the other party prior to the effective
date of the assignment. An assignment due to merger or acquisition under this section shall not require consent
of either party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the
successors and permitted assigns of both parties
8.2 Neither party will be liable for its failure to perform under this Agreement due to contingencies
beyond its reasonable control including, but not limited to, strikes, riots, wars, fire, acts of God, or acts in
compliance with any law of the United States of America or any other government body or agency of it.
8.3 In the event of any litigation or other legal proceeding including but not limited to arbitration or
mediation between the parties arising from this Agreement,the prevailing party will be entitled to recover, in
addition to any other relief awarded or granted, its reasonable costs and expenses (including attorney fees)
incurred in the proceeding. Any dispute relating to the interpretation or performance of this Agreement will be
resolved at the request of either party through binding arbitration. Arbitration will be conducted in the county of
Maricopa in the state of Arizona according to the then- existing rules of the American Arbitration Association.
Judgment upon any award by the arbitrators may be entered by any State or Federal Court having jurisdiction.
8.4 All notices, demands or consents required or permitted under this Agreement will be in writing
and will be delivered personally or sent by certified or registered mail to the respective parties at the addresses
defined on the first page of this Agreement, or at such other address as will be given by either party to the other
in writing.
8.5 This Agreement contains the entire and only understanding regarding the relationship between the
parties with respect to the maintenance of the Software. No waiver,amendment or modification of any provisions
of this Agreement will be effective unless in writing and signed by the party against whom such waiver,
amendment or modification is sought to be enforced. No failure or delay by either party in exercising any right,
power or remedy under this Agreement,except as specifically provided in this Agreement,will operate as a waiver
of any such right,power or remedy.
8.6 The validity, construction and performance of this Agreement will be governed by the internal
laws of the State of Arizona, without regard to provisions regarding conflicts of law.
8.7 The Captions and section headings used in this Agreement are for convenience only and are not a
part of this Agreement and will not be used in construing it.
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PureTech Systems,Inc.
City of Fort Worth End User Software Maintenance Agreement In4a_ Init.
8.8 If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid
under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining
provisions of this Agreement will remain in full force and effect.
ACCEPTED AND AGREED:
CITY OF FORT WORTH
PURETE H SYSTEMS NC.
(Signature) zl"O12
By: (Signature)
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(Print Name) By: I GYr` ' d1NC
Title:
(Print Name) --~
Title: Are.�
,
Date:
Date:
ATTEST
ATTEST�Z�
(Signature)
By: (Signature)
(PrintName) By:� t' jl�&h701
Title: (Print Name)
Title: d 7L'�7 6dL�g�
APPROVED TO FORM AND LEGALITY
(Signature)
By:
(Print Name)
Title:
Contract Authorization
M&C:None required
Page 4 of 18
PureTech Systems,Inc.
City of Fort Worth End User Software Maintenance Agreement Init. Init.
CITY OF FORT WORTH:
'---5'
Jay Chapa,Assistant City Manager
Date:
ATTE
Fopr
Mary J.Kays S ret
Date: ,
CO MENDED BY:
-
Kennet Morgan, Director,Water Veparlment
Date:
APPROVED AS TO FORM AND LEGALITY:
JB •ong,A s start City orney
Date:
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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.
Date:
EXHIBIT A
5Y5Y@L[S'
CERTIFICATE OF
OWNTRS
This is to certify that City of Fart Worth is the registered owner or the foaowirtg
PureActiv softwire licenses purchased on 101281M,9124110 and 10/£75114 and
inMlled at Uz a Village Creek tocation_
I tSA446M PUVAsrCOADSOMNUMLkarscr-76VOtOW O
i PsYl,�7v 4Ssce Pu3!4 Lk Aam-CMMO M*Xle
z Put6Az*kMrR75 VO-0 -.W 16,41PLft 16,41FF0 nts WQ-
r� PUte7�ratAYh a.:sAtAv N3 A
Z Pux�..--wivA irern+�rwwarzsf�w.�erekr +ee�se�
Dated this 591 Day of January,2053,
, 'v'✓y
Larry Bowe
Preident
PureTech Systems lix.
145-%r Box Gxbi Lme,4e 140,T.+oag,A 6— 15Cr
Trt:SC_t 4:,4-n42 Y=,,632)UA 9b:^
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Page 5 of 18
PureTech Systems,Inc.
City of Fort Worth End User Sofiivare Maintenance Agreement Init. Init.rT
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SYS'C E US'
CER=ICA'TE OF
OWNERSIRP
Vfts is to certify th t City of Fort Worth is the rem Pred owner of the fogowiag
PureActiv software licenses purchased on 9,27!10 and 11/24/10 and installed at
the Holty tocabon.
Arw mom
2 PLM�
i pu�►7v,A.e+cs� P,s�hc:lrPYsxrs c�ttrrl i ctaoue
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Dated this 5th Day of January,2013.
V11
Larry Bowe
President
t'ureTech Systems tnr-
:o,c oar ay . tact.,ra s+a,Mme, 55x:'
I�itfi.� Gs�sO sQ
Page 6 of 18
PureTech Systems,Inc.
City of Fort Worth End User Software Maintenance Agreement Init. Init.
gig 1=020h
SYSTEMS"
CERT'IFIICATE OF
OWNERSHIP
This is to certify that City of f=ort Worth Is the registered owner of the following
PureActiv software licenses installed at the Westside Location.
Qty item Memo
2 0AQ-8SW PureActiv QAQ Scitware License-8 video Inputs
i DAQ-12SW PuurAdiv DAQ Software License 12 video Inptft
1 PureActiu-ME PutoAdiv AhiViow Command acd Cantrol Enta iseurWMiled goles W customs
I PureAc&-BA PufaAdN Wab Browser AladView caent 5 concurrent client ricensa
1 PureACO-Access PuroACW ACM.s Control ince ration Module
PumAc iv Analytics Advanced{Basle pCus C42s01=0on,behaviors,ge-oreterencing.
15 PureActiv-AVA tra"
2 Purektiv M8 PuraActiv Network Vidta Recotding SW Vniputs(Requires DA
4 t PureActiv-PTZr PureActiv Anal 'CS-PTZ Spam and Trackin (per PTZ carnes
i PureActhr4M12 PumActiv Network Video RecoOng SW 8 Inputs
i PureActiv-Email Pu.Adiv-ExtamalEntadAlarmPacka a
I PureAdly -RAD PureActiv-LRAD mtecralian t 1aft o
1 PumAdiv-ASAP PumAdiv-Ma A v~limnandfai ration 1 rn3
Server-Hot
1 sLindby PumAdiv Hot Standby Server&N"re
3 Sener•CSW1 PureActiv Central Server Software 1 copy per connected DAQ
Dated this 22nd Day of March,2013
/JVVI �?�
Larry Bowe
President
PureTech Systems Inc.
1950 W Rose Gardcn Lane,Ste 140,Phomix,Arizona 85427
TO:(602)424-9842 Fare(602)424-0847
www.puratechsystems.com
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City of Fort Worth End User Software Maintenance Agreement Init. Init.
EXHIBIT B
1. SOFTWARE SUPPORT
PureActiv Software Maintenance is sold in minimum increments of 12 months. Software Maintenance
entitles the Purchaser to corrections to software defects and may include new features added to the software at
the discretion of PureTech (collectively referred to as "Software Updates"). Software Maintenance may not
include new software programs or software modules or features that PureTech may develop and offer for sale
from time to time. Software
If during troubleshooting of a system issue, PureTech determines that the root cause is due to a system component
not provided by PureTech, additional troubleshooting service fees may apply at then current rates (refer to section
7 regarding Additional Charges).
In addition to routine Software Updates, after the Purchaser identifies and notifies PureTech of any programming
or other error in the Software ("defects"), PureTech, in its discretion, shall either replace or repair the Software,
or provide such other equivalent remediation as PureTech shall determine in good faith.
2. HARDWARE SUPPORT
While under warranty or extended hardware warranty, if any PureTech Hardware Product sold to
Purchaser by PureTech, either directly or indirectly, is defective, Purchaser may contact PureTech regarding its
repair or replacement. The Purchaser will need to ship (return) the defective product to PureTech for repair or
replacement. Cost of the shipping in both directions is the responsibility of the Purchaser. Purchaser must obtain
a "Return Authorization Number" by calling the PureTech Customer Service department. Approval for return for
repair or replacement will be based on PureTech's determination that the Product is, in fact, defective and will not
be unreasonably withheld. PureTech will be entitled to determine, at its discretion and in good faith, whether to
replace or repair the Product.
3. REMOTE ACCESS
The City of Fort Worth shall provide PureTech remote network access to the PureActiv video surveillance
system. Such network access shall be adequate to enable PureTech to diagnose and correct issues that may arise
with the PureActiv system from time to time.
4. SUPPORT TYPES AND AVAILABILITY
Phone and Remote Access support is available Monday through Friday between 8:00 am and 5:00 pm
Arizona Time, excluding holidays (business hours).
Call Center Support:
1-602-424-9842 x 202
1-866-267-4191 x 202
On-site Support: PureTech will provide on-site support at the Purchaser's request after commercially reasonable
attempts to resolve the issue remotely. Refer to Section 7 for additional charges that may apply.
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City of Fort Worth End User Software Maintenance Agreement Init. Init.
5. RESPONSE TIME
During normal business hours, Purchaser should call PureTech at the numbers listed above to request
support.PureTech will have trained personnel on staff to respond by phone and remote access. If not immediately
available, a PureTech Customer Support person will return the call within 2 business hours. Calls for service
during off hours,including holidays and weekends,are handled by a voice mail system and the calls are returned
by 10:00 am the following business day.
6. RESOLUTION TIME
PureTech will make commercially reasonable efforts to resolve software and hardware issues in a
reasonable time period. Issues will be addressed in priority order according to the severity scale defined below.
1. Critical - The issue results in the complete failure of the software system or of a major feature or
features of the software.system such as video analytics, display of live video, or video recording. There is no
known workaround which will yield the desired results.
2. Major - The issue results in the complete failure of the software system or of a major feature or
features of the software system such as video analytics, display of live video, or video recording,however,there
are acceptable workarounds which will yield the desired results.
3. Average - The issue does not result in a failure, but causes the system to produce incorrect,
incomplete, or inconsistent results, or the issue impairs the systems usability.
4. Minor-The issue does not result in a failure, does not impair usability, and the desired processing
results are easily obtained by working around the issue.
5. Exception-The issue is the result of non-conformance to a standard, is related to the aesthetics of
the system, or is a request for an enhancement. Issues at this level may deferred or deferred indefinitely.
7. ADDITIONAL CHARGES
PureTech may elect to charge Purchaser for support at then current support rates as defined below, under
the following conditions:
Support is requested by the Purchaser and provided when the Purchaser does not have in place a fully paid
Software Maintenance agreement (in the case of a software issue) or Hardware Warranty (in the case of a
hardware issue).
After providing troubleshooting assistance, PureTech determines that the root cause of the issue is the
result of a component or software that PureTech did not provide to the Purchaser.
Purchaser requests on-site support when PureTech has not been provided with remote access to the system.
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City of Fort Worth End User Software Maintenance Agreement Init.bK Init.
Purchaser desires Priority Resolution and is willing to pay for such priority.The Priority Resolution would
cause PureTech to work the identified issue as a top priority above any other issue until resolved. Generally, the
need to request Priority Resolution would require an extraordinary event as determined by Purchaser; not
occurring in the normal course of business.
Under all circumstances, Purchaser agrees to pay for travel costs should on-site support be requested by
Purchaser or deemed necessary by Purchaser. All additional charges must be approved by the Purchaser prior to
the rendering of services.
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City of Fort Worth End User Software Maintenance Agreement Init.VY Init.
EXHIBIT C
Software Maintenance Fees:
00--
,sit I U. . f
Holly $15,851
Village Creek $12,445
Westside $12,495
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City of Fort Worth End User Software Maintenance Agreement Init. Init.
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 1000 Throckmorton Street, Fort Worth,
Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties,
Texas, and PureTech Systems, Inc. with its principal location at 2038 West Lone Cactus Drive, Phoenix, Arizona, 85027,
("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 software maintenance for the PureActiv video surveillance
software installed at the North Holly, Village Creek, and Westside water treatment plants. In order to provide the necessary
support, Contractor needs access to the Video Security system on the Water Department network.
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 software maintenance for the PureActiv video surveillance software installed at the North Holly, Village
Creek, and Westside water treatment plants]. 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 the Services
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.
0 Services are being provided in accordance with the Agreement to which this Access Agreement is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the
following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
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.
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 of access to the Network and/or termination of this
Agreement.
5. Network Restrictions.Contractor officers, agents, servants,employees or representatives may not share the City-
assigned user IDs and passwords.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 the City 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
Vendor Network Access Agreement 1
PureTech Systems,Inc. Rev. 12/21/2010
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.
8. 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 FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS
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 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 it subcontractor agreements hereunder a provision to the effect
that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3)
years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books, data. documents, papers and records, both hard copy and electronic, of such subcontractor
involving transactions related to the subcontract, and further that City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements,
understandings or acknowledgments with the City signed by Contractor. 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. .
Vendor Network Access Agreement 2
PureTech Systems, Inc. Rev. 12/21/2010
vY'
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 I 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 Courtfor the Northern District ofTexas,
FortWorth Division.
17. Signature Authority. By affixing a signature below,the person signing this Agreement hereby warrants that he/she
has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this agreement
on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or
other authorization of the entity.The other party is fully entitled to rely on this warranty and representation in entering into this
Agreement.
ACCEPTED AND AGREED:
CITY OF FORT WORTH PURETEC SYST S INC.
(Signature) (Signature) Tr—
(Print
By:__ L a "+t�j J, 4 GW-2 L}r
(Print Name) (Print Name— I
Title: Title: Frit obN
Date: Date: t Z- -7
ATTEST ATTEST
(Signature) Slgnature)
By: By: ( 0171,/7
(Print Name) (Print Name)
Title: Title: op)a
APPROVED TO FORM AND LEGALITY:
(signature)
Title:
M&C: None required
Vendor Network Access Agreement 3
PureTech Systems,Inc. Rev. 12/21/2010
CITY OFF T WORTH:
Jay Chapa,Assistant City Manager
Date:
ATT T•
a
ary 5. Ka SecrdV4
U: .
Date:
a
RE MENDED BY:
C
Kenl Morgan, Director,Water Vpajkment
Date: 7-i 1-z-I I?j
I
APPROVED AS TO FORM AND LEGALITY:
JB ong,Assistant i ttorney
Date:
PURESYS-04 LMAYA
AnCC: LY CERTIFICATE OF LIABILITY INSURANCE DATE IMMMM"Y1
`� 1 0 613 01201 7
THIS CERTIFICATE is ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER
IMPORTANT: It the cerdncato holder Is an ADDITIONAL INSURED,the pollcy(los)must have ADDITIONAL INSURED provisions or be endorsed.
It SUBROGATION IS WAIVED, subject to the terms and conditions of Uw policy,certain policies may require an endorsement.A statement on
this certificate does not center rights to the certificate holder in lieu of such endorsemont s.
PRODUCER atff
t
Horizon Insurance Agency LLC PHONE :FAX
2880 E.Northem Ave Na En. 602 992-9750 AX Na 602 992-9775
Phoenix,AZ 85028 Sq:
WSUAERISJAff2MNGCOVERAGE NAICS
MURERa:Travelers Pro .Cas.lns.Go. 36161
INSURED 'Y�"�•'
INSURER 8:
PureTech EWz ams Inc uas<IRERc:
2038W LoM actus MUM D:
PhoonWlZZ15027 ;,f
{_ WSII
W SURER F:
COVERAGES 4 " CERTI ICATE-NUMBER: REVISION NUIdBER:
THIS IS TO CERTIFY THAT'THE POUtM5 DF,INSURANMUSTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAAIEDABOVE FORTHE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANMf.tJ A�IInMENT,{{SES A;OR;CONDITION OF ANY CONTRACT OR OTHER DOCLNENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR Mt aG PERTAIN.THE'.1NSURAN6E AFFORDED BY THE POLICIES DESCRIBED HEREIN is suajECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OFSff POLICIES.LedITS SHOWN 1viAY HAVE BEEN REDUCED BY PAID CiAILIS.
WSR TYPE OF INSURANCE XirADOL SUSA
"=��fNNUCYMUYBER POLICY EFF POLICY EXP LIMITS
A !XPCOMMERMAL GENERAL L ABIurY 1,000,000
-.':`: DAL1AGEmRE31TED
CLAIMSMADE O OCCUR _ `14R80762 06117/2017 06/4712018 s 300,000
,._. . :.,,•. AtEAEXP M one erzan S 10,000
PDMO ADY INJURY 1 1,000,000
GFNR AGGREGATE LIAFPM—PER G9JERALAGGREGATE s
2,000,000
Y ..
Po-, '❑ioc ?R0DUCTS-COW1OPAGG S 000,000
OTICA
A AutoMowLet1is_tiTY _ CA.61NEDSINGLELWIIT s 1,000,000
ANY AUiO "a- BA81i765461 - 06%17/2017 06!1712018 BrX7R.Y INJI.FiY ^srsa+t }
„ �-
OWNED fl'
AIrTOS '�A.�UyT,�O�Svv,y�,�p Y IW Y Per er,-
X AUTOS ONLY 'X2`I(UTt1Ti ONLY;� �OAPEO 0Al1AG[ S
A XUMBRELLA XAOCO& 1,000,000
EACH ENcE
EXCESS LIABCLA6Z5MAAEZUP141180774 06117/2017 06117/208 7AGGRIMU
-- S
DEA I X I i EM%-rONt 10;000 e 1,000,000
1111 ERS C01tPENiATR)N - PER OTI4
AN
EW'LOYERS I.UIeRJTY .
YIN
A fY PAOPR£TORPARP+6R/XEwrK - E 6kCN ACCIDENT-'. S
,%FIGEPrt�d�EXCUJDED1 NIA
1 ane�l.Y rn 1 E..DISEASE.S1 s
kyes,de T
DESCRIPTION OG'OPERATION^Aebrr E.t.OISEJSE» ICY LtIA'r:
A Cyber E d O L15P03888 ;t':,=-;; 0611712017 06117/2018 Limit t' 1,000,000
J
DESCRIPT"OF OPERATIONS I LOCATIONS!VEHICLES IACORD IOt.Additl ul hemahs Scheeul.,mir 6�atbcfi d'fl moor spate b requlredl ,;i:':-.
Proof of insurance.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCER I EO BEFORE
Water Dept.City of Forth Worth ACCORDANCE 7N EXPIRATION
THE POIJPROVISIONS.
E WILL BE OEirvERED IN
Attn:Charmalne Salono
3716 Watonga St.
Forth Worth,TX 76107 A11ZHOR=RtPAESENTAM
ACORD 25(2016103) Q 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Page 15 of 18
PureTech Systems,Inc.
City of Fort Worth End User Software Maintenance Agreement Init. Init.
PureTech Systems,Inc. Estimate
Phoeiii�x,AZ 85027
2038 West Lone Cactus Drive Date Esdmate
PhoenLK,AZ 8 027 12'16x2017 20160+60
Name i Address
Cin-of Fort Wo.*th
3716 Wstoan St
For,W'orrh Ts 76107
Item Dascripon Q:'Y Rate Total
S%IZSRena:ra3 PvreAczvArmualSo*ware-Maiate nceAmeuW 1 9,371.26 9,371-25
Sita_W'ESTSME
Period-.November 19,3016 to An_net 13„2017(Pramted 9 months to
bvmE to sauce rewwal dme s Viliap Creek and Holly.)
A=nal Aaou=$12.495.00
sw%;aeratval PtreActiv Annual Software 2.iaintaa uce Resawal 1 13.495.00 12,495.00
Site:WESTSME
Period:Ansust 19.2017-wusust 13.2018
SwM ena1-33 ?tL*aAcav--'k>.nual Softwarehiaint-lance tienarval 1 12.4.13.00 12.446.00
Site.village Creel:
Period:Ausnst 19.2017-Ausust 15.201 S
Stt?S eu--wal schr. ra1SoL-ware-Maintesr•.ac=_Rmaa:t] 1 15.94;L60 13.361.00
Sne-HoLh•
Pe.*iod:Aueuit 19.2017--usust 13;2015
iRGENT:Only with Sofrn•are]'.a9ntznsce in place,can yew L' p
the Pure.,ctiv software rt—To—:Ute by piaidding the latest Program
veriom orteles.
Subtotal S50,16225
Sates Tax (0.0%) $000
Total S140.16225
Page 16 of IS
PureTech Systems, Inc.
City of Fort Worth End User Software Maintenance Agreement Init66� Init.
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Page 17 of 18
PureTech Systems,Inc. qx
City of Fort Worth End User Software Maintenance Agreement Init. Init.
Exhibit D
1. Immigration Nationality Act. City actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Seller shall verify the identity
and employment eligibility of all employees who perform work under the Agreement. Seller 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 the Agreement. Seller 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. Seller shall provide City
with a certification letter that it has complied with the verification requirements required by the Agreement. Seller shall
indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately
terminate the Agreement for violations of this provision by Seller.
2. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of
the Texas Government Code. By signing this Addendum, Seller certifies that Seller's signature provides written verification
to City that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
3. Right to Audit. Seller agrees that City shall, until the expiration of three (3) years after final payment under the
Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller
involving transactions relating to the Agreement. Seller agrees that City shall have access during normal working hours to
all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this section. City shall give Seller reasonable advance notice of intended audits.
Page 18 of 18
PureTech Systems, Inc.
City of Fort Worth.End User Softtivare Maintenance Agreement Init. Init.