HomeMy WebLinkAboutContract 53699 CSC No. 53699
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through Jesus J. Chapa, its duly authorized Assistant City Manager, and CI TECHNOLOGIES, INC.
("Vendor"), a Corporation, and acting by and through Timothy Conner, its duly authorized Managing
D rector,each individually referred to as a"party"and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1: SCOPE OF SERVICES.
Vendor shall provide annual maintenance and technical support for the City of Fort Worth
(City) Police Department (FWPD). Exhibit "A," - Scope of Services more specifically describes the
services to be provided hereunder.
2 TERM.
This Agreement shall begin on May 1, 2020, ("Effective Date") and shall expire on September
30,2021,("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term").
Upon the expiration of the Initial Term,the Agreement shall renew automatically under the same terns and
c nditions for up to four(4)one-year renewal periods, unless City or Vendor provides the other party with
nl tice of non-renewal at least 30 days before the expiration of the Initial Term or renewal period.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price
Sichedule. Total payment made under this Agreement for the annual Term by City shall be in the amount
of$4,589.72. Vendor shall not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
sS ices. City shall not be liable for any additional expenses of Vendor not specified by this Agreement
F us City first approves such expenses in writing.
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4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to, the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
w�ith this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5! DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor 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. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event,Vendor shall, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
IVendor agrees that City shall, until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
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7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
p Irtnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
b:considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subVendor.
8J LIABILITY AND INDEMNIFICATION.
8.1 LLABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
A, L PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
�ATH, 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 VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBYCOVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SER VANTS
AND EMPLOYEES,FROMAND A GAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
R,SULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCL UDINGDEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
pa,tent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason,assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, 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,
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Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9: ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights
u ider this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
b and by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
li ble for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
a�reement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
d�ties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
s all provide City with a fully executed copy of any such subcontract.
16. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
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(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease; policy limit
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to 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 Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
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(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
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12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD 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 CITY: To VENDOR:
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City of Fort Worth CI Technologies, Inc.
Attn: Assistant City Manager for IT Attn: Timothy Conner, Managing Director
200 Texas Street PO Box 57
FI ort Worth,TX 76 1 02-63 1 4 Amherst,NH 03031
Facsimile: (817)392-8654 Facsimile: 800-620-8504
�Vith copy to Fort Worth City Attorney's Office at
same address
M. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
1�. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
an�of its governmental powers or immunities.
1�. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
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17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to 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.
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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.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
se� 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, 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,
tr nsportation problems and/or any other similar causes.
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20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part rt of this Agreement,and are not intended to define or limit the scope of any provision 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 A, B, and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
A ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
vJith 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.
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25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b�refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright, patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
28. 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 hereto,
may be executed by any authorized representative of Vendor whose name, title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
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29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
mrger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
fu ure invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor 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,
VI ndor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
d es not boycott Israel; and (2)will not boycott Israel during the term of the contract.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: Jesus J.Chapa(Mar 23, 020) ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Assistant City Manager
APPROVAL RECOMMENDED: /4&11111 C M4/e/G
By: Marcia Powell(Mar 19,2020)
Name: Marcia Powell
2,ael Title: Administrative Assistant
Y Edwin Kraus(Mar 23,2020)
Name: Edwin Kraus APPROVED AS TO FORM AND
Title: Chief of Police LEGALITY:
ATTEST:
JB Strong(Mar 2 020)
'Name: John B. Strong
By: 0 '.,, `Title: Assistant City Attorney
Name: Mary J. Kayser rf
Title: City Secretary CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
CI TECHNOLOGIES, INC.
Name: Timothy onner
Title: Managing Director
®FRUAL RECORD
CITY SECRETARY
FT. WORTH,TX
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EXHIBIT A
SCOPE OF SERVICES
Annual Maintenance and Technical Suanork
Annual maintenance includes provision of all new versions of the IAPro and BlueTeam software and
related materials such as manuals and technical documentation that are released during the period it is
in-effect. Technical support services will be provided via phone and e-mail in a timely manner during the
period it is in-effect.
The first year of annual maintenance is provided free of charge. Thereafter annual maintenance is
provided on a year-to-year basis at a rate of 20% of the site license amount.
Provision of product upgrades
Major and minor IAPro and BlueTeam upgrades are obtainable by customers from the IAPro web-site
customer support area. Minor upgrades are released roughly quarterly, and major ones are release
roiughly annually.
Provision of technical support
While the annual maintenance agreement is in-effect, CI Technologies will provide technical support to
Rilverside County Sheriff's Department as follows:
Availability: Via our 1-800 number and personal cell phones during normal working hours. Also, e-mail for
lower priority issues. We typically make ourselves available after working hours if a high priority problem
islpending.
Two hours is our typical response time to medium and high priority calls. We typically respond to call or
emails related to training or usage issues within 24 hours.
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The following escalation procedures will be employed to insure an appropriate response to any
interruption of service in order to minimize downtime. Problems are addressed quickly during the hours
of 8:OOam and 6:OOpm EST Monday through Friday excluding Holidays and weekends.
GI neral problem reporting and resolution procedures
When a problem is encountered during regular business hours, the following steps will be preformed:
Riverside County Sheriff's Department users will ideally first contact the IAPro designated coordinator of
Riverside County Sheriffs Department. This will probably be a person in either the IA or IF areas who is
most familiar with the applications.
(Please note: Users are also welcome to call CI Technologies directly, but including the IAPro designated
coordinator in problem resolution is desired.)
If the problem seems to require assistance from CI Technologies, they will be contacted at this point.
Otherwise, the Riverside County Sheriffs Department IAPro designated coordinator will attempt to correct
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the problems. The IAPro designated coordinator will verify network connects, resolve printer problers
and any desktop issues associated with using IAPro.
If internal City resources are unable to determine the cause of the failure, the IAPro designated
coordinator will contact CI Technologies. CI technologies will be notified through E-Mail and via phone.
CI Technologies resources will work with the Riverside County Sheriff's Department to diagnose the
problem. After investigating the issue, CI Technologies and the Riverside County Sheriff's Department
will jointly categorize the problem into:
Type of Problem aOwnership
Server Hardware Problem IT
Desktop Hardware Problem IT
Network Communication IT
Isolated Workstation Issue IT
Database Performance/storage CI Technologies
Application or software related CI Technologies
Problem Definition and Priority:
The following table provides a list of the types of problems that can be experienced. CI Technologies is
responsible for (but not limited to):
Description of Problem Category Priority
All services unavailable: (City Wide) Showstopper High
The system is unavailable.
Cases cannot be processed.
Efficiency/Performance/Throughput: System is Showstopper High
functional but does not match the performance
criteria.
System not performing as specified: Showstopper High
Functions are not executing correctly and are
stopping cases from being processed. No
workaround available.
User Error: Training Issue/Questions Low
Problem reported by user that was a result of
user error or misunderstanding.
Isolated workstation failure.
Enhancement: Enhancement Low
System does not perform the required -These will be added to the
functionality. Functionality was not within enhancement list and
requirements. addressed with CI
Technologies as needed.
System not performing as specified Workaround Available Medium
(workaround available). An error is experienced Complex workaround
but the problem can be worked around. Decrease system's
efficiency/performance/
throughput
Decreases user/department's
efficiency in completing tasks
Professional Services Agreement
MAXIMUS Consulting Services, Inc.. Page 12 of 15
Descri tion.of Problem. Cate o Priority
Workaround available Low
Easy to implement
workaround.
No impact on system
performance
No impact on
user/department's efficiency
Support Restore Requirements
The following table provides a guideline for restoration times in case of a problem:
Priority Restore.Time
High Response within 2 hours of contact.
Resolution within 6 hours from time of notifying the vendor contact(s) through
voice mail (first level support contact) and e-mail.
If feasible, CI Technologies will provide after hours support into the evening or
during early morning hours.
Med Resolution within 2 business days from time of notifying the vendor contact(s)
through voice mail (first level support contact) and e-mail to the entire list.
Low No resolution time designated. Added to enhancement list or addressed through
updates to user documentation.
Future releases are supported in the above manner as long as the annual maintenance agreement is in-
effect.
We provide a 24 hour toll free product support line with either a person or voice mail answering. From
8:30 AM —5:30 PM EST a person is most likely to answer.
Old releases are supported up to 2 years after release of succeeding versions. Please note that
customers with a current annual maintenance agreement are provided the latest version of the software
to include all customizations.
Professional Services Agreement
MAXIMUS Consulting Services, Inc., Page 13 ol'15
EXHIBIT B
PRICE SCHEDULE
The below payments will be paid annually within a reasonable time of receipt of an invoice from
Vendor, but in no event later than 60 days from receipt.
Year 1
Octlober 2020-September 2021
$2,785.67
IAPro annual maintenance including provision of all software upgrades, associated materials and
tec nical support via phone and e-mail for the following period:
*May 2020-September 2021
$1,804.05
BlueTeam annual maintenance including provision of all software upgrades, associated materials and
technical support via phone and e-mail for the following period
*17 months of maintenance to allow us to co-term annual maintenance for IAPro and BlueTeam
If the City elects to exercise any p renewal option,as detailed in this Agreement,the price schedule
below will control for the associated year.
Year 2-October 2021-September 2022—
IAPro$2841.3.9
BlueTeam $1,298.92
(29/p increase that includes added new members, new course and content, and Texas reporting)
Year 3-October 2022—September 2023—
IAPII ro$2841.38
BlueTeam$1,298.92
Year 4-(October 2023—September 2024
IA Pro$2898.21
BlueTeam$1,324.90
(2% increase that includes added new members, new course and content,and Texas reporting)
Year 5-October 2024—September 2025
IA Pro$2898.21
BlueTeam$1,324.90
18-04060 Vendor Services Agreement—Exhibit B Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
CI TECHNOLOGIES,INC.
65 SEASIDE CAPERS ROAD
ST.AUGUSTINE,FL 32084
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fail-
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
I. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: f
Signature of
V/ce Pac
Other Title:
Date: o —
18-0460 Vendor Services Agreement—Exhibit C Page 15 of 15