HomeMy WebLinkAboutContract 51065 City Secretary Contract No.
RECEIVED
2618 CITY SECRETARYCITY0FFORTVtipy FORTWORTH CONTRACT NO.
CITY SECRETARY
PROFESSIONAL SERVICES AGREEMENT
(L3 Technologies,Inc., D.P. Associates Division)
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH (the "City" or "Client"), a home-rule municipal corporation
situated in portions of Tarrant,Denton, Johnson and Wise Counties, Texas,acting by and through its duly
authorized Assistant City Manager, and L3 Technologies, Inc., D.P. Associates Division ("Supplier") a
Delaware Corporation, and acting by and through Richard P. Lofton its duly authorized Director, Driver
Market Solutions. City and Supplier are each individually referred to herein as a "party" and collectively
referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include thefollowing:
1. This Professional Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Network Access Agreement;and
5. Exhibit D—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term "Supplier" shall include the Supplier, and its officers, agents, employees, representatives,
servants, contractors or subcontractors.
The term"City"shall include its officers,employees,agents,and representatives.
1. Scope of Services. Supplier hereby agrees,with good faith and due diligence,to provide
the City with professional consulting services for one(1)year full service warranty. Specifically,
Supplier will perform all duties outlined and described in the Statement of Work,which is attached hereto
as Exhibit"A"and incorporated herein for all purposes, and further referred to herein as the
"Services." Supplier shall perform the Services in accordance with standards in the industry for the
same or similar services. In addition, Supplier shall perform the Services in accordance with all applicable
federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and
Exhibit A, the terms and conditions of this Agreement shall control.
OFFICIAL RECORD
CITY SECRETARY
FT-WO
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2. Term.This Agreement shall begin on May 1,2018 ("Effective Date")and shall expire on April 30,
2019 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). Upon the
expiration of the Initial Term, the Agreement shall renew automatically underthe same terms and conditions for
up to four(4)one-year renewal periods,unless City or Supplier provides the other party with notice of non-
renewal at least 30 days before the expiration of the Initial Term orrenewal period.
3. Compensation. The City shall pay Supplier an amount not to exceed$5,000.00 per simulator per year
in accordance with the provisions of this Agreement and Exhibit`B,"Payment Schedule, which is attached hereto
and incorporated herein for all purposes. Supplier 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 Supplier not specified by this Agreement unless the
City first approves such expenses in writing. City agrees to pay all invoices of Supplier within thirty(30)days of
receipt of such invoices. Supplier may charge interest on late payments not to exceed one percent(1%).
3.1. Unit Price Adjustment
3.1.1 The unit prices may be adjusted for increases or decreases in Supplier's costs,not
profits, during the renewal period but before the effective date of the renewal
upon written request from the Supplier.
3.1.2 The Supplier must submit its price adjustment request,in writing,at least 60 days
before the renewal effective period. The Supplier shall provide written proof of
cost increases with price adjustment request.
3.1.3 If the City concludes that the price increase being requested is exorbitant,the City
reserves the right to adjust the price request, or reject the price request in its
entirety and allow the contract to expire at the end of the contract term. If the
City elects not to exercise the renewal option, the Purchasing Division will
issue a new solicitation.
3.1.4 Prices bid shall remain firm for each one-year term of the Agreement and shall
include all associated freight and delivery costs.
3.1.5 Prices offered shall be used for bid analysis and for Agreement pricing. In cases
of errors in extensions or totals, the unit prices offered will govern.
4. Termination.
4.1. Convenience. Either the City or Supplier may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in reasonable
detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from
the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails
to cure the breach within the stated period of time,the non-breaching party may,in its sole discretion,
and without prejudice to any other right under this Agreement, law, or equity, immediately terminate
this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments due hereunder, the City will notify Supplier of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
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to the Expiration Date,the City shall pay Supplier for services actually rendered up to the effective date of
termination and Supplier 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, Supplier shall provide the City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Supplier has received access to City information
or data as a requirement to perform services hereunder, Supplier shall return all City provided data to
the City in a machine readable format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Supplier hereby warrants to the City that Supplier has made full
disclosure in writing of any existing or potential conflicts of interest related to Supplier's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Supplier hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Supplier may use products,
materials, or methodologies proprietary to Supplier. The City agrees that Supplier'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. Supplier, for itself and its officers, agents and employees, agrees that it shall treat all
information provided to it by the City("City Information") as confidential and shall not disclose any such
information to a third party without the prior written approval of the City.
5.3. Unauthorized Access. Supplier 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. Supplier shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised,in which event,Supplier shall,
in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
6. Richt to Audit.
6.1. Supplier 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 Supplier involving transactions relating to this
Agreement at no additional cost to the City.Supplier agrees that the City shall have access during normal
working hours to all necessary Supplier 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
Supplier not less than 10 days written notice of any intended audits.
6.2. Supplier further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall,until expiration of three
(3)years after final payment of the subcontract,have access to and the right to examine at reasonable times
any directly pertinent books, documents,papers and records of such subcontractor involving transactions
related to the subcontract, and further that City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits
in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days
written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Supplier shall operates an
independent contractor as to all rights and privileges granted herein, and not as a g e n t,representative or employee
of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Supplier shall have
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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. Supplier acknowledges that
the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Supplier, its officers,agents, employees, servants,contractors and subcontractors. Supplier further
agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Supplier. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer
of Supplier or any officers, agents, servants, employees or subcontractors of Supplier.Neither Supplier, nor any
officers,agents, servants,employees or subcontractors of Supplier shall be entitled to any employment benefits
from the City. Supplier shall be responsible and liable for any and all payment and reporting of taxes on behalf
of itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY BI �_�- SUPPLIER 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 OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SUPPLIER, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - SUPPLIER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER
PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO SUPPLIER'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 SUPPLIER,ITS
OFFICERS, AGENTS,SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Supplier warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software, analyses,
applications, methods, ways, and processes (in this Section 8C each individually referred to
as a"Deliverable"and collectively as the"Deliverables,") do not infringe upon or violate any
patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property
rights or other third party proprietary rights, in the performance of services under this
Agreement.
8.3.2. Supplier shall be liable and responsible for any and all claims made against the
City for infringement of any patent, copyright, trademark, service mark, trade secret, or
other intellectual property rights by the use of or supplying of any Deliverable(s) in the
course of performance or completion of,or in any way connected with providing the services,
or the City's continued use of the Deliverable(s) hereunder. Supplier agrees to indemnify,
defend,settle,or pay,at its own cost and expense, including the payment of attorney's fees,
any claim or action against the City for infringement of any patent, copyright, trade mark,
service mark, trade secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood
that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or
misuses the Deliverable(s). So long as Supplier bears the cost and expense of payment for
claims or actions against the City pursuant to this section 8, Supplier shall have the right to
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conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, City shall have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect the City's interest, and City agrees to cooperate with Supplier in doing so. In the
event City,for whatever reason,assumes the responsibility for payment of costs and expenses
for any claim or action brought against the City for infringement arising under this
Agreement, the City shall have the sole right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any
such claim; however, Supplier shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Supplier 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 Supplier'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,Supplier shall, at its own expense
and as City's sole remedy, either: (a) procure for City the right to continue to use the
Deliverable(s);or
(b) modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the Deliverable(s);
or(c)replace the Deliverable(s)with equally suitable, compatible,and functionally equivalent
non-infringing Deliverable(s) at no additional charge to City; or(d)if none of the foregoing
alternatives is reasonably available to Supplier, terminate this Agreement, and refund all
amounts paid to Supplier by the City,subsequent to which termination City may seek any and
all remedies available to City under law. SUPPLIER'S OBLIGATIONS HEREUNDER SHALL
BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH INSECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
9.1. Supplier 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 Supplier under which the assignee
agrees to be bound by the duties and obligations of Supplier under this Agreement. The Supplier 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 Supplier
referencing this Agreement under which the subcontractor shall agree to be bound by the duties and
obligations of the Supplier under this Agreement as such duties and obligations may apply. The Supplier
shall provide the City with a fully executed copy of any such subcontract.
9.2. OMITTED
10. Insurance.
10.1. The Supplier shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than$2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella
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policy shall contain a follow-form provision with respect to Additional Insured status and
shall include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Business Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a combined
limit of not less than$1,000,000 per occurrence.
10.1.3. Professional Liability(Errors&Omissions)in the amount of$1,000,000 per claim
and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors&Omissions)
10.1.5.1. Combined limit of not less than$2,000,000 per claim;
$4,000,000.aggregate or
10.1.5.2. Combined limit of not less than$1,000,000 per claim;
$2,000,000 aggregate and Excess Tech E&O Coverage in the amount of$4,000,000.
10.1.5.3. Coverage shall include,the following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information
10.1.5.3.3. Implantation of malicious code or computer
virus.
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of copyright,
trade mark or trade secret,brought against the City for use of Deliverables,
Software or Services provided by Supplier under this Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted.Either is acceptable
if coverage meets all other requirements. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. An annual certificate of insurance, shall be submitted
to the City to evidence coverage.
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10.2. General Insurance Requirements:
10.2.1. All applicable policies shall include the City as an additional insured under
blanket endorsement thereon, as its interests may appear. The term City shall include its
employees,officers,officials, agents,and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a blanket Waiver of
Subrogation(Right of Recovery)endorsement in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation shall be
provided to the City.Ten(10)days'notice shall be acceptable in the event of non-payment
of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas
Street, Fort Worth, Texas 76102, with copies to the City Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management isrequired.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Supplier has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Supplier agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies
Supplier of any violation of such laws, ordinances, rules or regulations, Supplier shall immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Supplier, for itself, its personal representatives,
assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the
performance of Supplier'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 Supplier, its personal representatives,
assigns,subcontractors or successors in interest,Supplier agrees to assume such liability and to indemnify
and defend the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
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TO THE CITY: TO SUPPLIER:
City of Fort Worth L3 Technologies, Inc., D.P. Associates Division
Attn: Assistant CityManager Attn: Richard P. Lofton
200 Texas Street 2961 W. California Ave.,Suite F
Fort Worth TX 76102 Salt Lake City,UT 84104
Facsimile: (817)392-8654 Facsimile: (801) 983-9901
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the City nor Supplier shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment
or employ,whether as employee or independent contractor, any person who is or has been employed by
the other during the term of this Agreement, without the prior written consent of the person's employer.
This provision shall not apply to an employee who responds to a general solicitation or advertisement of
employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this
Agreement, the City does not waive or surrender any of its governmental powers.
16. No Waiver.The failure of the City or Supplier 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 Supplier's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
17. Governing Law and Venue.This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis
of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas,Fort WorthDivision.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Supplier shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure),including,but not limited to,compliance with any government law,ordinance or regulation,acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel.The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
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representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference,contains the entire understanding and agreement between the
City and Supplier, their assigns and successors in interest, as to the matters contained herein. Any prioror
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature
page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and
reflects the signing of the document by any party. Duplicates are valid and binding even if an original
paper document bearing each party's original signature is not delivered.
25. Warranty of Services.Supplier warrants that its services will be of a p r o fe s s i o n a 1 quality
and conform to generally prevailing industry standards. City must give written notice o f any breach of
this warranty within thirty (30) days from the date that the services are completed. In such event, at
Supplier's option, Supplier shall either (a) use commercially reasonable efforts to re- perform the
services in a manner that conforms with the warranty,or(b)refund the fees paid by the City to Supplier for
the nonconforming services.
26. OMITTED.
27. Network Access.
27.1. City Network Access. If Supplier, and/or any of its employees, officers,agents,
servants or subcontractors (for purposes of this section "Supplier Personnel"), requires access to
the City's computer network in order to provide the services herein, Supplier shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "D" and
incorporated herein for all purposes.
27.2. Federal Law Enforcement Database Access,If Supplier,or any Supplier Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information
Center ("NCIC") or—National Fingerprint File ("NFF"), or Texas Law Enforcement
Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of
Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the
administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police
Department, under this Agreement, Supplier shall comply with the Criminal Justice Information
Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal
Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications,alterations,or amendments shall be made to the Security Addendum.The document
must be executed as is, and as approved by the Texas Department of Public Safety and the United
States Attorney General.
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28. Immigration Nationality Act.The City of Fort Worth actively supports the Immigration
& Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Supplier shall verify the identity and employment eligibility of all
employees who perform work under this Agreement. Supplier 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 I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Supplier 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. Supplier shall provide City with a certification letter
that it has complied with the verification requirements required by this Agreement.Supplier 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 Supplier.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Supplier 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 attorney's fees;however,the parties shall share equally
in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party
shall have the right to exercise any and all remedies available under law regarding the dispute.Notwithstanding
the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may,before or during the exercise of
the informal dispute resolution process set forth herein,apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott of Israel. Supplier acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, the 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 contract, Supplier certifies that Supplier's signature provides written verification
to the City that Supplier: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the
contract.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexualconduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
L3 Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology
Rev.9/2017 Page 10 of 18
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to
the device.
31.1.4. Computer technician means an individual who,in the course and scope of
employment or business, installs, repairs,or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
31.2. Reporting Requirement. If Supplier meets the definition of Computer Technician
as defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Supplier shall immediately report the
discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip
Line at the National Center for Missing and Exploited Children. The report must include the name
and address of the owner or person claiming a right to possession of the computer,if known, and
as permitted by law.Failure by Supplier to make the report required herein may result in criminal
and/or civil penalties.
32. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
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 Supplier
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit"E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4(Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit),
and Section 8(Liability and Indemnification) shall survive termination of this Agreement.
(signature pagefollows)
U Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology
Rev.9/2017 Page I I of 18
Executed in multiples this the ��t day of - - 2018.
ACCEPTED AND AGREED::
CITY OF FORT WORTH: SUPPLIER:
L3 Technologies,Inc.,D.P. Associates Division
Digitally signed by Richard P.
Lofton
By: By:
Date:2018.07.16 10:00:20-05'00'
_
Name: Jesus J. Chapa Name: Richard P. Lofton
Assistant City Manager Q' Title: Director,Driver Market Solutions
Date: _ C/ Date: 16 July, 2018
APPROVAL RECOMMENDED: ATTEST:
By: By
Name: Joel F. Fitzgerald,PhD
Title: Chief of Police Title:
ATTEST:
-1 F•• SRT
By:
City Secr ;—r
:Z
CONTRACT COMPLIANCE MANAGE
By signing I acknowledge that I am the person A$
responsible for the monitoring and administration
of this contract,including ensuring all performance
and reportin requirements.
By: .C)o
a e: Quilla Barnett
. Police Officer
APPROVED AS TO FORM AND LEGALITY:
By: �',Wr—)
N me: John B. Stro
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
RECORD
L3 Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology
Rev.9/2017 'w�RTH�� age 12 of 18
EXHIBIT A
STATEMENT OF WORK
One (1)year full service extended warranty on simulators PS5 11-017 and PS5 11-018.
L3 Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology
Rev.9/2017 Page 13 of 18
EXHIBIT B
PAYMENT SCHEDULE
One Year Full Service -$5,000 per simulator, $10,000 Total Cost
Due Net 30 Days following Invoice Receipt
L3 Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology
Rev.9/2017 Page 14 of 18
EXHIBIT C
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Supplier wishes to access the City's network in order to provide Warranty
support. In order to provide the necessary support, Supplier needs access to description of specific Network
systems to which Supplier requires access, i.e. Internet, Intranet, email,HEAT System, etc.
2. Grant of Limited Access.Supplier is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of services. 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 Supplier with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the
Supplier.Access rights will automatically expire one(1)year from the date of this Agreement.If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services,whichever occurs first. This Agreement will be associated with the Services designated below.
3.1. OMITTED;
3.2. OMITTED;
3.3. Services are being provided in accordance with the Agreement to which this Access
Agreement is attached.
3.4. OMITTED.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated;and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Supplier 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, Supplier
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. Supplier officers, agents, servants, employees or representatives
may not share the City-assigned user TDs and passwords. Supplier acknowledges,agrees and hereby gives its
authorization to the City to monitor Supplier's use of the City's Network in order to ensure Supplier's
compliance with this Agreement. A breach by Supplier, its officers,agents,
L3 Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology
Rev.9/2017 Page 15 of 18
servants,employees or representatives, of this Agreement and any other written instructions or guidelines
that the City provides to Supplier pursuant to this Agreement shall be grounds for the City immediately to
deny Supplier access to the Network and Supplier's Data,terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1. Notice to Supplier Personnel —For purposes of this section, Supplier Personnel
shall include all officers,agents,servants,employees,or representatives of Supplier.Supplier shall
be responsible for specifically notifying all Supplier Personnel who will provide services to the
City under this agreement of the following City requirements and restrictions regarding access to
the City's Network:
5.1.1. Supplier shall be responsible for any City-owned equipment assigned to
Supplier Personnel,and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Supplier Personnel,shall be prohibited from connecting personally-owned
computer equipment to the City's Network;
5.1.3. Supplier Personnel shall protect City-issued passwords and shall not allow
any third party to utilize their password and/or user ID to gain access to the City's Network;
5.1.4. Supplier Personnel shall not engage in prohibited or inappropriate use of
Electronic Communications Resources as described in the City's Administrative
Regulation 137;
5.1.5. Any document created by Supplier Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Supplier Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City;and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Supplier Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City.Upon termination of this Agreement, Supplier agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Supplier,its officers,
agents,servants,employees and/or representatives to access the City's Network.
7. Information Security.Supplier 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. Supplier 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 Supplier-owned equipment that contains City-provided access software,
termination or resignation of officers, agents, servants, employees or representatives with access to City-
provided Network credentials,and unauthorized use or sharing of Network credentials.
(Signature pagefollows)
L3 Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology
Rev.9/2017 Page 16 of 18
City Secretary Contract No._
ACCEPTED AND AGREED:
CITY OF FORT WORTH: SUPPLIER NAME: L3 Technologies, Inc., D.P.
Associates Division
Digitally signed by
Richard P. Lofton
By: By: v _ Date:2018.07.16
10:09:25-05'00'
Name: Richard P.Lofton
Assistant City Manager Title: Director,Driver Market Solutions
APPROVED AS TO FORM
AND LEGALITY:
By:
John B. Strong
Assistant City Attorney
ATTEST:
By:
Mary J. Kayser
City Secretary
L3 Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology Page 17 of 18
Rev.9/2017
+ City Secretary Contract No._
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
L3 Technologies,Inc.,D.P.Associates Division
2961 W. California Ave., Suite F
Salt Lake City,UT 84104
Full Service Warranty
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Supplier and to execute any agreement,amendment
or change order on behalf of Supplier.Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Supplier.
Supplier 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 Supplier.
1. Name: Sean P.Brenke
Position: Director of Realization
Digou=L BD signed by Sean P.Brenke
DN:cn=Sean P.Brenke,o=L3 Technologies,
ouL3 Driver,email=sean.Brenke@L3T.com,
r—Us
Date:2018.07.16 09:49:43-06'00'
Signature
2. Name:Richard P.Lofton
Position: Director of Market Solutions
�Q,-111d'� (,�,_ Digitally signed by Richard P.Lofton
le
Date:2018.07.16 10:08:45-05'00'
Signature
3. Name:
Position:
Signature
Name: Digitally signed by Richard P.
Lofton
Date:2018.07.1610:10:56-05'00'
Signature of President/CEO
Other Title:Director of Market Solutions
Date:_ 16 July, 2018
L3 Technologies,Inc.,D.P.Associates Division
Professional Services Agreement-Technology
Rev.9/2017 Page 18 of 18