HomeMy WebLinkAboutContract 35787CITY SECRET�RY
CCJNTRACT NO. <� ?
SOFTWARE AND MAINTENANCE SUPPORT SERVICES AGREEMENT
This SOFTWARE AND MAINTENANCE SUPPORT SERVICES AGREEMENT ("Agreement")
is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule
municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and
through its duly authorized Assistant City Manager, and MULTIPLE OPTIONS, INC., ("Consultant")
acting by and through Kenneth Hudson, its duly authorized President, collectively referred to as the
"Parties."
DEFINITIONS
City shall mean the City of Fort Worth, including its employees, officers, agents, or representatives.
Consultant shall mean Multiple Options, Inc., its employees, directors, officers, agents, representatives,
or subcontractors.
Software shall mean the computer program, system and associated software, database, object code, any
corrections, bug fixes, enhancements, upgrades or other modifications, including custom modifications
and user manuals.
CONTRACT DOCUMENTS
This Agreement shall consist of the following documents, which are attached hereto and incorporated into
this Agreement for all purposes herein:
1. This Software and Maintenance and Support Services Agreement
2. Exhibit "A" — Scope of Work
3. Exhibit "B" — Pricing and Payment Schedule
4. Exhibit "C" — Non-Disclosure Agreement
5. Exhibit "D" — Limited Access Agreement
If there is any conflict between this Agreement and the Exhibits, this Agreement shall control.
1. LICENSE / SCOPE OF SERVICES
1.1 License to use the Software
Consultant agrees to provide the City with the Animal Shelter Management System software for
the City's Public Health Department. This software is "proprietary" to Consultant, and is licensed and
provided to the City for its sole use for purposes under this Agreement. The City shall be granted a single
site license with the authority for unlimited users. The City agrees not to sell, share or otherwise distribute
this software without permission of the Consultant. The City shall not decompile, reverse engineer, modify
or otherwise attempt to evade any copyright protections provided to the Consultant under applicable laws.
Consultant hereby grants the City a perpetual, non-exclusive, nontransferable right to use the Software in
the manner prescribed herein. The City may make copies of the software expressly for backup purposes.
1.2 Scope of Services
Consultant hereby agrees to provide the City with professional consulting services for
installation, implementation, training and maintenance and support services for the Software. The
specific scope of services to be provided under this Agreement are set forth in Exhibit "A," Scope of
Work, which is attached hereto and incorporated for all purposes incident to this Agreement. The Parties
may later agree to alter or modify the scope. Any modifications shall be in writing, incorporated by
reference into the scope of services provided under this Agreement, attached hereto, and shall be6o�x►� -_ �
a part of this Agreement. �,=�,� `' rv�J ��)
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2. TERM / RENEWAL OPTIONS.
This Agreement shall commence on August 15, 2007 ("Effective Date") and shall continue for one
year after final acceptance of the system ("Initial Term") by the City, unless terminated earlier in
accordance with the provisions of this Agreement. Following the Initial Term, this Agreement may be
renewed at the option of the City for three successive terms of one year each ("Renewal Term").
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $31,915.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated
herein for all purposes. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with thirty (30) days written notice of termination.
4.2 Non-appropriation of Funds.
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 Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds shall be been appropriated.
4.3 Duties and Obliqations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to ConsultanYs services under this Agreement. In the
event that any eonflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further 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. Consultant agrees to be bound by the City's Non-disclosure policy, which is attached hereto
as Exhibit "C" and incorporated herein for all purposes. Consultant shall store and maintain City
Information in a secure manner and shall not allow unauthorized users to access, modify, delete or
otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security
or integrity of any City information has been compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the consultant involving transactions relating to this Contract
at no additional cost to the City. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONS/BLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE ANDIOR PERSONAL /NJURY, INCLUDING DEATH, TO ANYAND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISS/ON(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS SUBCONTRACTORS, OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLA/MS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUD/NG DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, AR/SING OUT
OF OR lN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, lTS
SUBCONTRACTORS, OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT WARRANTS TO THE C/TY THAT THE SOFTWARE WILL SUBSTANTIALLY
COMPLY WITH THE SPECIFICATIONS AND SCOPE OF WORK AS SET FORTH IN EXHIB/T A.
CONSULTANT SHALL ALSO PROVIDE THE C/TY WITH SUPPORT AND MAINTENANCE
SERVICES FOR THE SOFTWARE AS SET FORTH /N EXHIBIT A. THE CITY SHALL HAVE THE
OPTION TO RECEIVE ADDITIONAL TECHNICAL SUPPORT SERV/CES AS NECESSARY.
Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against the City for infringement of any patent, copyright, trade secret, or similar property
right arising from City's use of the software in accordance with this agreement. Consultant shall
have the so/e 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, and City agrees to
cooperate with it in doing so. City agrees to give Consultant timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. If the soffware or any
part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, Consultant shall, at its
own expense and as City's so/e remedy, either. (a) procure for City the right to continue to use
the software; or (b) modify fhe software to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the software; or (c)
replace the software with equally suitable, compatible, and functionally equivalent non-infringing
software at no additional charge to City; or (d) if none of the foregoing a/ternatives is reasonab/y
available to Consultant, terminate this agreement and refund to City the payments actually made
to Consultant under this agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coveraqe and Limits
(a) Commercial General Liability — The City agrees to waive this requirement for
purposes of services pursuant to this Agreement.
(b) Automobile Liability
Minimum automobile coverage limits in compliance with state law.
Coverage shall be on any vehicle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreement.
"Any vehicle" shall be any vehicle owned, hired and non-owned
(c) Worker's Compensation — The City agrees to waive this requirement for
purposes of services pursuant to this Agreement.
(d) Technology Liability (Errors & Omissions) — The City agrees to waive this
requirement for purposes of services provided pursuant to this Agreement.
10.2 Certificates.
Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of
cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days
notice shall be acceptable in the event of non-payment of premium. Notice shall be sent
to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of ConsultanYs duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To The CITY:
City of Fort Worth/IT Solutions
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
14. SOLICITATION OF EMPLOYEES.
To CONSULTANT:
Multiple Options Inc.
P. O. Box 9507
Providence, Rhode Island 02940-9507
Phone: (401) 480-6655
Neither the City nor Consultant shall, during the term of this agreement and additionally a period
of two years 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.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT 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 and revised 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 / MODIFICATIONS / EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
22. LIMITED ACCESS.
All new network connection requests between third parties and the City require that the parties
agree to be bound by the City's third party connection policy. This agreement is attached hereto and
incorporated as Exhibit "D," and outlines the scope of access of all third parties, including Consultant and
any subcontractors, to the City's network.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNES WHEREOF, the parties hereto have executed this Agreement in multiples this "� � day of
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CITY OF FORT WO
By:
Assi°�tant�Ci��r Man�fger
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Date: �� � � �
ATT T: \�
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By:
Marty Hendri
City Secretary
APPROVED AS TO FORM AND LEGALITY:
�By� -f� f ��� �
Malesh�ia B. Farmer
Assistant City Attorney
Contract Authorization: M&C P-10633
Date Approved: 8/9/07
MULTIPLE OPTIONS, INC.:
B K,�� �-��, J�-� ����
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Kenneth Hudson
President
Date: _ L � � vh Z`�J �
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ATTEST:
By: _
[Name]
[Title]
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EXHIBIT A
SCOPE OF WORK
Multiple Options, Inc. will be providing the following services to implement and maintain
the Animal Shelter Management System software:
Implementation:
1. Install and configure Microsoft SQL Server database management software.
2. Install and configure Multiple Options' Shelter Management System database.
3. Set permissions and roles for user groups.
4. Install client software on client PC's that are available during visit.
5. Create installation CD for Administrator.
6. Work with shelter administrator to configure application software to their specific
needs.
Maintenance:
1. Setup a database maintenance plan to automatically backup, verify database
integrity, reindex, and repair the database.
2. Provide telephone and internet-based support via your Subscription Service.
3. The City shall have the option to renew maintenance for three successive one year
periods following the initial year of the agreement.
EXHIBIT B
PAYMENT SCHEDULE
Exhib�t B
- pptic�ns �E�1' ARtC� F(NAL. ��F�R
CompuTer—Based Services
Mr. Kevin D. Karle, Senior Buyer
Tuesday, May 29, 20�7
City ofi Fort 1North Purchasing Division
1040 Throckmorton Sfreet
Fort Worth, TX 76102
RFP Number: 07-aD 16R
Multiple Options, �ent software s�lut onp ar�y u�r�depaBme t as fallo Qffer for a
Sheiter Managem
Shelter tVlanagemes�t System So�iware
Animai She4ter Managemeni System — SQL Server Version
Dispatching System
Euthanasia Review
Trap Management System
Kennel Management Sys#em
Voiunteer Management
Animal Licensing {Veterinarian ficense entry by remafe accessj
$1 Q,500.00
$3,500.00
�z,aoo.00
$99v.Q0
$2,Od0,Q0
$1,50Q.OQ
$2,5�0.00
Su�total $22,995.OQ
Services ` ��,.���� ;�F
Subscription SeNice (1 yr. Upgrades/Std. TelephonelWe�a Support)
***Less 5Q% $9,724.63t
Custamization {Programmmg} 20 hours * $75.DO/Hr. $1,500.00
PetFinder Suppo�. $995.�0
Su�iaiat $�-8;54�:�5
�lew Services Subto�ai
SUMMARY
Shelter Management System Sof#ware
Services
{mplernentation and Training
TOTAL
NE1tV GRAN� T�TAL
Multiple Options, Inc.
P.O. Box 9507. Pr:wiuer:ce. P.; v:?94:�-�5fi"i
[2f2Dii0liB: •^-.Q?-'�8V-����
1N=_.� ..riYi6' ':v'vvtv i11UU:iD?.CG�It
G���aiL• s2las�cint!.liTiQ�.CCtiII'1
Cityr of FoR Worth Animal Care & Control Best and Finat Offer
$4, 2'i 9.63
$22,995.00
$4,219.63
$4,700.00
$�4�
$31,914.63
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Exhibit B
Dear Mr. Karfe,
As you can see we have sharpened our pencils once again and affered you
acfditianal snd signi�cant savings.
We hope this show of g4od will helps to demonstrate our commitment to fhe
success of this project and our wil�ingness to do our best to work wlth the city.
Bes# regards,
�nn��ItJ �lu�� �
Kenneth J. Hudsan
Presicfenf
' First year only — subsequeni years at standard subscription rate of $3,449.25 (1 �% of software investmetit).
Muitiple Options, lnc.
P.�. 6ox 95d7. Provice3�ce. �t! C29Ri:•-;�5U7
Telephone: 40i-480 �855
Web Site: �;nvvi.fi�ultiop.com
Email: salesLmultiu�.com
City af Fort Worth Animal Care & Control Best anH Fina1 �ifer
r�:t�e 2 of 2
EXHIBIT C
NON-DISCLOSURE AGREEMENT
This is an agreement between City of Fort Worth ("City") located at 1000 Throckmorton Street, Fort
Worth, Texas, 76102, and Multiple Options, Inc., ("Recipient"), collectively referred to as the "Parties."
Pursuant to the Professional Services and Software License Agreement entered into between the Parties,
the City may disclose or Recipient may gain access to City information which may be sensitive, or of a
technical or personal nature for business, tracking, or other purposes ("Confidential Information") which
the City considers confidential. The City would not make such disclosures or grant such access without
Recipient's agreement to maintain confidential treatment of such information. It is understood that
confidential, sensitive, personal or technical confidential information provided by the City may be the
property of City partners, City employees or officials, as well as of City, itself. Therefore, the parties agree
as follows:
1. Recipient will not disclose or use any sensitive, personal, or technical confidential information from
City designated orally or in writing as "Confidential" or "Sensitive" or in like words, or which
Recipient should reasonably know is sensitive or confidential, without the prior written consent of
City, and then only to the extent specified in such consent. Confidential Information may not be
copied by Recipient. Recipient agrees to treat Confidential Information as it would its own
Confidential Information and to disseminate it within its own organization and to its subcontractors
only to the extent necessary for the purposes for which it has been provided and only to
Recipient's employees or consultants who are bound to maintain its confidentiality.
2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not
extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully
received from a third party not bound in a confidential relationship to City (iii) is published or
otherwise made known to the public by City (iv) is independently developed by Recipient or
Subsidiary of the Recipient without using Confidential Information of City or (v) is required to be
disclosed pursuant to a court order, duly authorized subpoena, or other governmental or
legislative authority. In such cases, notice must be provided to City prior to such disclosure.
3. Upon request by City, Recipient shall return all information received, with a letter confirming that
the Confidential Information has in no way been compromised, reproduced or copied and that all
copies have been returned.
4. This agreement shall be binding on the parties and their successors and assigns, shall be
governed by the laws of Texas, and shall remain effective with respect to any Confidential
Information which is disclosed by City unless either party notifies the other that subsequent
disclosures are not to be included within the terms of this agreement.
5. This agreement specifically prohibits the Recipient from granting any access to City-provided
information to any third party, other than an approved subcontractor under the Professional
Services and Software License Agreement. The Recipient is solely responsible to protect access
to City-provided information against any third party while the information is in the RecipienYs
possession.
6. The Recipient shall not distribute any information in any form that was in all or partly derived from
any City- provided information.
7. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY
INCURS DUE TO ANY BREACH OF THIS AGREEMENT CAUSED BY RECIPIENT, ITS
OFFICERS, AGENTS, SERVANTS, SUBCONTRACTORS OR EMPLOYEES. THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY
DAMAGES THAT RECIPIENT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO
OR DENIAL OF ACCESS TO INFORMATION ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS, SUBCONTRACTORS
OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY.
RECIPIENT, AT RECIPIENT'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 UNAUTHORIZED USE, DISTRIBUTION,
DISCLOSURE, OR DISSEMINATION OF CITY CONFIDENTIAL INFORMATION AND CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF
RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS, SUBCONTRACTORS OR EMPLOYEES.
EXHIBIT D
LIMITED ACCESS AGREEMENT
This LIMITED ACCESS AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the
State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and MULTIPLE
OPTIONS, INC. ("Contractor").
The following statements are true and correct and form the basis of this Agreement:
WHEREAS:
A. The City owns and operates a file server computer system and network (collectively the
"Network").
B. Contractor wishes to access the City's network for the purpose of implementing and maintaining
Animal Shelter Management System software from a remote location, the City is willing to grant
Contractor access to the Network, subject to the terms and conditions set forth in this Agreement
and in the City's standard outside connections policy, ("Extranet Standard") attached as Exhibit
"D-1" and hereby incorporated by reference and made a part of this Agreement for all purposes
herein.
NOW, THEREFORE, the City and Contractor hereby agree as follows:
1. GRANT OF LIMITED ACCESS.
Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of
implementing and supporting Animal Shelter Management System software for the Public Health
Department by accessing the City's network. The City will provide Contractor with a password and
access number or numbers as necessary.
NETWORK RESTRICTIONS.
2.1. Contractor may not share any passwords or access number or numbers provided by the
City except with Contractor's officers, agents, servants or employees who work directly with this
project.
2.2. 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.
2.3. A breach by Contractor, its officers, agents, servants or employees, 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 in addition to any other remedies that the City may have under this
Agreement or at law or in equity.
2.4. The City may terminate this Agreement at any time and for any reason.
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, lTS 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, lTS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY
REASONABLE SECURITY MEASURES TAKEN BY THE CITY.
lN 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(SJ 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, lTS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY
CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME AR/SES FROM
THE NEGLIGENT ACT(S) OR OMISSION(SJ OR /NTENT/ONAL MISCONDUCT OF CONTRACTOR,
lTS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
4. AGREEMENT CUMULATIVE.
This Agreement is cumulative of and in addition to any written contracts, agreements,
understandings or acknowledgments with the City signed by Contractor.
5. ENTIRE AGREEMENT.
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. 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. The signature below of an authorized
representative acknowledges that the Contractor has read this Agreement and agrees to be bound by
terms and conditions set forth herein.
6. CONFIDENTIAL INFORMATION.
Contractor, for itself and its officers, agents and employees, 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.
7. Riqht to Audit
Contractor agrees that the City shall, during the initial term, 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 Contract. 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, 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.
EXHIBIT "D-1"
EXTRANET STANDARD
Overview
The purpose of this standard is to establish the requirements under which third party organizations may
connect to the City of Fort Worth networks for the purpose of transacting City business. The standards
listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy.
Scope
Connections between third parties that require access to non-public City of Fort Worth resources fall
under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or
Virtual Privacy Network (VPN) technology is used for the connection. Connectivity to third parties such as
the Internet Service Providers (ISPs) that provide Internet access for the City of Fort Worth or to the Public
Switched Telephone Network do not fall under this standard.
Standard
Security Review
All new extranet connectivity will go through a security review with the Information Security department (IT
Solutions). The reviews are to ensure that all access matches the business requirements in a best
possible way, and that the principle of least access is followed.
Third Party Connection Agreement
All new connection requests befinreen third parties and the City of Fort Worth require that the third party
and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement
must be signed by the Director of the sponsoring organization as well as a representative from the third
party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on
file with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be
kept on file with IT Solutions.
Business Case
All production extranet connections must be accompanied by a valid business justification, in writing, that
is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions.
Typically this function is handled as part of a third party agreement.
The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet
connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions
of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT
Solutions must be informed promptly.
Establishinp Connectivity
Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party
are to file a new site request with IT Solutions to address security issues inherent in the project. If the
proposed connection is to terminate within a lab at the City of Fort Worth, the sponsoring organization
must engage IT Solutions. The sponsoring organization must provide full and complete information as to
the nature of the proposed access to the extranet group and IT Solutions, as requested.
All connectivity established must be based on the least-access principle, in accordance with the approved
business requirements and the security review. In no case will the City of Fort Worth rely upon the third
party to protect the City of Fort Worth's network or resources.
Modifyin_p or Chanpinp Connec#ivitv and Access
All changes in access must be accompanied by a valid business justification, and are subject to security
review. Changes are to be implemented via corporate change management process. The sponsoring
organization is responsible for notifying IT Solutions when there is a material change in their originally
provided information so that security and connectivity evolve accordingly.
Terminatinp Access
When access is no longer required, the sponsoring organization within the City of Fort Worth must notify
IT Solutions, which will then terminate the access. This may mean a modification of existing permissions
up to terminating the circuit, as appropriate. IT Solutions must conduct an audit of their respective
connections on an annual basis to ensure that all existing connections are still needed, and that the
access provided meets the needs of the connection. Connections that are found to be deprecated, and/or
are no longer being used to conduct the City of Fort Worth business, will be terminated immediately.
Should a security incident or a finding that a circuit has been deprecated and is no longer being used to
conduct the City of Fort Worth business necessitate a modification of existing permissions, or termination
of connectivity, IT Solutions will notify the POC or the sponsoring organization of the change prior to taking
any action.
Definitions
Circuit
Sponsoring Organization
For the purposes of this policy, circuit refers to the method of network
access, whether it's through traditional ISDN, Frame Relay etc. or via
VPN encryption technologies.
The City of Fort Worth organization that requested that the third party
have access to the City of Fort Worth network.
Third Party A business that is not a formal or subsidiary part of the City of Fort Worth.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/9/2007
DATE: Thursday, August 09, 2007
LOG NAME: 13P07-0016R
REFERENCE NO.: **P-10633
SUBJECT:
Authorize the City Manager to Execute a Software and Support Services Purchase Agreement with
Multiple Options, Inc., for Animal Shelter Management System Software, Services, Implementation
and Training for the Public Health Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a software and suppo�t services purchase agreement with
Multiple Options, Inc., for Animal Shelter Management System software, services, implementation, and
training for the Pubic Health Department; and
2. Authorize a one-year agreement to begin August 15, 2007, and expire August 14, 2008, with options to
renew for three additional one-year periods.
DISCUSSION:
Currently, the Public Health Department uses an animal shelter management system that is well beyond its
useful life. The current system is prone to crashes which leads to the loss of shelter management
data. The purchase of an industry standard software package will eliminate additional attempts to patch an
old system and it will allow the Animal Shelter staff to do their primary job duties in a more efficient
manner.
A Request for Proposals (RFP) was issued on March 22, 2007, for Animal Shelter Management System
Software. Staff from Public Health, I.T. Solutions and Purchasing used an evaluation process to determine
the responsiveness and acceptability of each proposal. The criteria used in this RFP included: 1. Ability to
comply with RFP requirements; 2. Relevant experience and qualifications of each vendor; 3. Relevant
experience and quali�cations of the proposed service personnel from each vendor; 4. Proposed purchase
price; 5. Record of satisfactory performance; and 6. M/WBE participation.
Five vendors submitted proposals for evaluation team for this procurement process. The following vendors
submitted proposals: Multiple Options, Inc., Rescue Connection, Inc., Island Business Group, Shelter
Buddy, Inc., and HLP, Inc. After the initial evaluation process was completed, two vendors, Multiple
Options and HLP were asked to provide additional information in negotiation sessions for better terms. The
evaluation team determined that the animal shelter management system from Multiple Options would
provide the best solution for the City's needs.
The cost elements for the animal shelter management system are as follows:
Component
Software
Estimated Cost
$22,995.00
Logname: 13P07-0016R Page 1 of 2
1st Year Upgrade Support Services
Software Installation and Training Services
Total
$4,220.00
4 700.00
$31,915.00
BID ADVERTISEMENT - The RFP was advertised in the Commercial Recorder on January 25, and
February 19, 2007.
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office because the purchase of goods or services is from sources
where subcontracting or supplier opportunities are negligible.
RENEWAL OPTIONS - This agreement may be renewed for up to three additional one-year terms at the
City's option. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the General Fund.
BQN\07-0016R\LGS
TO Fund/Account/Centers
Submitted for City Manager's Office b}[:
Originating Department Head:
Additional Information Contact:
Logname: 13P07-0016R
FROM Fund/Account/Centers
GG01 531450 0504001 $31,915.00
Karen Montgomery (6222)
Lena Ellis (8517)
Jack Dale (8357)
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