Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 53738
CITY 8FCRU 1 AHY CONTRACT NO._-' FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth, ("City"), a Texas home rule municipal corporation and Voice Products, Inc. a Kansas Corporation ("Vendor") to purchase voice recording software maintenance and upgrades under a cooperative agreement. The Coop Purchase includes the following documents (collectively, Cooperative Documents")which shall be construed in the order of precedence in which they are listed: 1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement"); 2. Schedule B—Texas Department of Information Resources DIR-SO-3873 ("Cooperative Contract"); 3. Schedule C—Vendor's Statement of Work and Quote("Quote"); and 4. Schedule D Conflict of Interest Questionnaire. All the Schedules which are attached hereto and incorporated herein are made apart of this Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement,the Quote and/or the Cooperative Contract, then the Fort Worth Agreement shall control over both, but only to the extent allowable under the Cooperative Contract. The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed One Hundred Twenty-Eight Thousand One Hundred Twenty-Five Dollars and 0/100 ($ 128,125.63)per year. The Coop Purchase shall become effective upon the signing of the Coop Purchase by an Assistant City Manager of the City (the "Effective Date") and shall expire July 25, 2020 (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Coop Purchase may be renewed for unlimited renewals at City's option, each a"Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and the Cooperative Documents and bind the Vendor. n G � S01���,e� TWORT�i3 OFICIO ��CeET RfT yX ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: / '�* � of this contract,including ensuring all performance Name: Kevin Gunn and reporting requirements. Title: Assistant City Manager Date: 3 3I Za.7p By: APPROVAL RECOMMENDED: Name: Loa u fInOltt (� � Title. Sr. IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY: Name: Rog Wright Title: Director, IT Solutions By: ATTEST: Name. hohn. B. Strang Title: Assistant City Attorney CONTRACT AUTHORIZATION: Name: Mary J Kays _ Title: City Secretary ` ' M&C: Jg0aq.03_CA0a10 010 003 'Y, -Approval Date: 1295 Form: —5b�R 5� VENDOR: Voice Products,Inc. By: Name: _ff 4&&tad--..6,. ?-e. .r S Title: 1� _ Date: _ CITY SKRET RY FT.WORTV"Ix Schedule A Terms and Conditions 1. Termination. I.I. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. 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, Iaw, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. 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 Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder,Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. 2.2. Confidential Information. The City acknowledges that Vendor may use products,materials,or methodologies proprietary to Vendor.The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 2.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City,but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. 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 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, Vendor 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. 3. Right to Audit. 3.1. Vendor agrees that the City shall,until the expiration of three(3)years after final payment under this Agreement,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein,and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers,agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 5. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION - VENDOR 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 VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. 5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,analyses, applications, methods,ways, and processes (in this Section 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. 5.3.2. Vendor shall be Iiable 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. 5.3.3. Vendor 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 Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, 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 the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and 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, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City"s sole remedy,either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non- infringing, 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 Vendor, terminate this Agreement,and refund all amounts paid to Vendor by the City,subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 6. Assignment and Subcontracting. 6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 6.2. MBE Goal—Omitted 7. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Covera e in the amount of $4,000,000.Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 7.1.1.3. Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles,with a combined limit of not Iess than$1,000,000 per occurrence. 7.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 7.1.5. Technology Liability(Errors & Omissions) 7.1.5.1, Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 7.1.5.2. 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 policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 7.1.5.3, Coverage shall include, but not be limited to, the following: 7.1.5.3.1. Failure to prevent unauthorized access; 7.1.5.3.2. Unauthorized disclosure of information; 7.1.5.3.3. Implantation of malicious code or computer virus; 7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication Ianguage; 7.1.5.3.5. 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 patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 7.1.5.3.6. 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. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance,or a full copy of the policy if requested,shall be submitted to the City to evidence coverage; and 7.1.5.3.7. Any other insurance as reasonably requested by City. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery) in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be 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. 7.2.4. 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 is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. S. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives,assigns,subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. 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: TO VENDOR: City of Fort Worth Voice Products, Inc Attn: Assistant City Manager Attn: Stuart G. Peters, VP 200 Texas Street 8555 E 32nd St N Fort Worth TX 76102 Wichita, KS 67226 Facsimile: (817) 392-6134 With Copy to the City Attorney at same address 11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ,whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. 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. 13. No Waiver. The failure of the 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 the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity,is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 15. SeverabiIity. 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. 16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, Iockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 17. 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. 18. 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. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entir!Ay of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor,their assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. 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. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. 23.1. City Network Access, If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply a Network Access Agreement. 23.2. Federal Law Enforcement Database Access, If Vendor, or any Vendor 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") of 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, Vendor 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. 24. 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 1-9 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. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non- binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including 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. 26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (I) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 27. Reporting Requirements. 27.1. For purposes of this section, the words below shall have the following meaning: 27.1.1. Child shall mean a person under the age of 18 years of age. 27.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 27.1.3. 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. 27.1.4. 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. 27.2. Reporting Requirement. If Vendor 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, Vendor 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 Vendor to make the report required herein may result in criminal and/or civil penalties. 28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to Duties and Obligations, Disclosure of Conflicts and Confidential Information, Right to Audit, and Liability and Indemnification shall survive termination of this Agreement. Schedule B Scope of Services IS VOICE a VIDEO DATA Statement f Work City of Fort Worth, TIC For: NICE Workforce Management Upgrade October 24, 2019 Table of Contents 1. CONTRACT" REFERENCE ................................................................. 1 2. ATTACHMENTS.............................................................................1 3. SOLUTION OVFRVIEW................................................................... 4. PROJECT ASSUMPTIONS................................................................ 2 General Assumptions....................................................... Z 5, RESOURCES .................................................................................. 3 6. INSTALLATION / REMOTE ACCESS.,............. .......................... .......4 7. CHANGE MANAGEMENT PROCESS.................................................4 8. SERVICES FEES AND INVOICING TERMS..........................................5 9. VRS TERM AND RENEWAL.............................................................6 ATTACHMENT A: NICE SOLUTION DESIGN DOCUMENT ..... ......................8 Voice Pro ducts, In c. Statement of Work 1. CONT RAG` ' REFERENCE This statement of work("Statement of Work"or"SOW")is made effective as of the last date of signature Below("Effective Date"),and is issued between Voice Products, Inc. ("Voice Products")and City of Fort Worth,the Customer("Customer"or"End User")(the "Agreement"). The detailed services to be performed under this SOW("Services")are described below,and shall be provided by Voice Products and NICE Systems, Inc, ("NICE") for the benefit of the Customer. The terms and conditions of the Agreement are incorporated into and made a part of this SOW. Capitalized terms used in this SOW and not otherwise defined herein shall have the meaning assigned to such terms under the Agreement. In the event of any inconsistency between the terms of the Agreement or this Statement of Work, the terms of the Agreement shall prevail except to the extent that this Statement of Work expressly states that a specific term supersedes a term of the Agreement. 2. KIYlACHMENTS The fallowing attachments are incorporated into and made a part of this SOW; Appendix A:NICE Solution Design Document . SOLUTION OVERVIEW Voice Products/NICE will provide End User with Services relating to the upgrade of the current NICE Workforce Management("WFM")system NICE WFM version 7.X for three hundred ninety-four(394)licensed agents (the"Solution'). For a detailed description of the technical specifications pertaining to the Solution, refer to Attachment A of this SOW. The Solution includes Value Realization Services("VRS")Optimization Services as described below. The following is a high-level outline of the proposed engagement plan highlighting the main activities and tasks for the WI=M VRS that will be delivered by NICE.Voice Products/NICE and End User acknowledge that this outline is based on the current understanding of End User's business needs and priorities,which may change during the course of the engagement. Voice Products/NICE and End User agree that with mutual consent they may modify or re-prioritize the activities,tasks and deliverables to fit the needs of the End User. Copyrig€n 2019 Voice products,Inc.Ail rights reserved. 1 Voice Pradacts. Inc, S'tatament o f Work • Customer Success Initiation Assess and Optimize Business Processes :, Operational Assessment • System User Training o Application Training-up to 10 participants(instructor-led,delivered via Webex) o R6x to R7X Application training • Enable Command and Control o Governance Design • Go Live Support o Launch Success Best Practice Guidance and Assistance • ROI and Continuous Improvement o Executive Sponsor Status update c Final Business Impact Review 4. PROJECT ASSUMPTIONS The following assumptions have been used to develop this SOW.Any deviation from these assumptions may cause changes to the project schedule,fees and expenses,tasks,and the level of effort required to perform the Services covered by the SOW. General Assumptions r Voice Products will work with the Customer for the responsiveness and performance of any third-party vendor and/or subcontractor engaged by Customer in connection with the Solution described in this SOW. Customer will ensure that Voice Products/NICE has reasonable access to the necessary Customer facilities,and suitable workspace for all Voice ProductsfNlCE project team members when working at the Customer's site when necessary.Suitable workspace includes,but is not limited to,desks,telephones,access to the system and meeting rooms. The VR5 are targeted for one(1)Line-of-Business(LOB)and performed remotely, unless stated otherwise.A Line of Business is defined as:a logical business group within which operational functions occur as an individual business,managed by a Copyright 2019 Voice Products,Inc.All rights resa rued. 2 V o i c e P r a d a c t s, I tic. S t at e me n t o f W a r k unique administration team;such that its processes,measurements,and business management are treated independently of any other business group(s). Installation of Solution and application migration and testing will be a one(1)phase installation,unless otherwise noted,and will be performed during Voice Prod ucts'/NICE's normal business hours(Monday-Friday 8:00AM-5:00PM End User local time).However,End User has purchased two(2)days to accommodate out-of- hours implementation activities,which will be performed outside of Voice Products'/NICE's normal business hours listed above. • While Voice Products/NICE conducts the Installation Test Procedure("ITP"),an End User representative will be available to actively participate in the process.Upon completion of the tests set forth in the Engage ITP,Voice Products/NICE shall provide a copy of the Engage ITP to End User.Voice Products/NICE and End User will retain a copy of the document,signifying the completion of the installation. The Voice Products point of contact is responsible for notifying all End User parties that the Engage ITP has been completed. S. RESOURCES Voice ProductsINICE Resources Promptly following the execution of this SOW by both parties, Voice Products will assign a project manager("VP PM")in connection with its performance of the Services to be performed hereunder.The VP PM will serve as the primary point of contact for Voice Products in connection with the Services and will he responsible for working with the Customer team,including the development of a project plan and coordination of the Services to be performed by Voice Products/NICE hereunder.Voice Products/NICE will allocate the resources necessary to accomplish the objectives of the SOW.Typical resources include: • NICE PM • Professional Services Engineer("PSE") • Delivery Solution Architect('DSA") • Educational Professional • Business Consultant End User Resources End User will assign a project manager("End User PM")in connection with the Services to be performed hereunder. End User will provide a single point of contact in connection with the Services to be provided hereunder with the VP PM/NICE PM and the End User PM Cooyright 2010 Voke.Products,Int..All righu reserved. 2 VP lee Products, In c. Statement of War k in connection with the Services. The End User PM will service as the primary point of contact for the End User in connection with the Services, and will be responsible for working with the Voice Products/NICE team, including the development of a project plan, and End User's internal coordination of the Services to be performed hereunder. End User will allocate the resources necessary to accomplish the objectives of the Statement of Work. Typical resources include: • PM + Business owner/sponsor • Business analyst a System administrator • Server support a End User workstation support • Storage/archiving support s Network support • Security,patching, anti-virus support Telephony administrator/specialist 6. INSTALLATION J REMOTE ACCESS Installation of the Solution will he performed via remote access. Remote VPN access is required. 7. CHANGE MANAGEMENT PROCESS Any changes to the Solution design and scope following execution of this SOW may impact project dates resulting in additional Product and Services fees,as well as elevated risk to the project.Changes to the Solution design, project scope,project dates,and any associated project dates,and any associated additional charges and/or costs must be mutually agreed upon in writing prior to the performance of any Services related to such changes,and will only be valid when agreed upon in writing by both parties.All changes to Services scope are subject to resource availability. copyright 2019 Vnkv Products,hoc,All HAMS re-SAMed. 4 Voice P r o d n r t.5, In c. S t a t e m e n t of Work 8. SERVICES FEES ANU INVOICING 'I RMS The total value of the Services to be performed hereunder is Eighty-Eight Thousand Six Hundred Ninety USD($88,690-00),Voice Products will invoice End User for completed Services as outlined in the table below. Description Fee InvolcingTerm WFM Upgrade $44,384.00 Voice Products shall Invoice End User in the amount of forty-four thousand three hundred eighty-four dollars($44,384.00)upon notification to End User of the completion of the ITP as defined in section 4 Assumptions. After hours week day $1,900,00 Voice Products will invoice End User upon delivery. After hours weekend $3,300.00 Voice Products will invoice End User upon delivery. day ACD implementation $7,328.00 Voice Products shall invoice End User in the amount of seven thousand eight hundred twenty-eight dollars ($7,828.00)upon notification to Distributor of the completion of the ITP as defined in Section 4 Assumptions. SmartSync $7,828.00 Voice Products shall invoice End User in the amount implementation of seven thousand eight hundred twenty-eight dollars ($7,828.00)upon notification to Distributor of the completion of the ITP as defined in Section 4 Assumptions for SmartSync. VRS Training and $22,950.00 The total cost of VRS optimization Services to be Consulting—Subscription performed hereunder is twenty-two thousand nine hundred fifty dollars($22,950).Voice Products will invoice End User as follows: a) Voice Products will invoice End User in the amount of eleven thousand four seventy-five dollars($11,475.00)upon the Effective Date of this 50W. h) Voice Products will invoice End User in the amount of eleven thousand four seventy-five dollars($11,475.00)ninety(90)days following the Effective Date of the SOW. $88,s90.ao The Services fees are exclusive of travel and out-of-pocket expenses incurred by NICE in connection with its performance of the Services("Expenses"),including,but not limited to project kickoff meetings,training and business consulting engagements,onsite installation and testing,if required.Voice Products will invoice End User for Expenses monthly in arrears, and End User will pay such invoices in accordance with the payment terms set Copyright 2019 Voice Products,Irc.All rights reserved. 5 V v ice Products, In c. Statement of Work forth in the Agreement. Any Expenses incurred by NICE will conform to NICE's Expense Reimbursement Policy and will he invoiced at cost without mark-up. 9. VRS TERM AND RENEWAL The VRS engagement shall commence on the.SOW Effective bate and shall continue for a non-cancellable period of six(6)months thereafter("Initial VRS Term").For the avoidance of doubt the Distributor may not carry over un-used VR5 Services beyond the Initial VRS Term to a later period. The Initial VRS Term shall be automatically extended for an additional period of time equal in length to the expiring Initial VRS Term (each a `Renewal Term")at NICE's then- current Fees, unless at least sixty(60)days prior to the conclusion of the Initial VRS Term Distributor advises NICE in writing that either: (A) Distributor does not wish to renew the Initial VRS Term in which case Distributor's access to the VRS shall expire as of the conclusion of the Initial VRS Term;or(B)Distributor renewal of the Initial VRS Term for a different length of time than the expiring Initial VRS Term.The Parties will mutually agree to a renewal period, Each Renewal Term,if any,shall be subject to the same process as set forth in this Section for the renewal or extension of the initial VRS Term and such renewal shall be at NICE's then-current Fees for such VRS Services.The Initial VHS Term and any Renewal Term for particular VHS Services are collectively referred to herein as the "VRS Term" Copyright 2019 Voico Products,lnc.AR ng„tS reserved. 6 Voirr Products, Inc. 5tatwmrnt a} Wark The Parties have causes!this SOW to be executed by their respective authorized signatories as of the date first set forth above. Voice Products inc. City of Fort Worth i� Signature: ",1, 666Awr Signature: r / Z _ Name: # ► Name: -- Title: . Title: �a MJ+�s�rf Date ..z Date 31JIlZsZa sapWMht.20119 Yoke PrAdum,Inc.All Oghts reserved. i Voice Products, Inc. Statement of Wark ATTACHMENT A: NICE SOLUTION DESIGN DOCUMENT Wiry ofFor-th Worth CjP€#-002C100J %0-4'/ztW4 i Jay Sanchez-Orsini �Ty$aRfaa`!eE-G'rsenif�'Riea fRnl Copyright 2019 Von,Products,Inc.All rights reserved_ 3 v"/"" p,"^"",". m". S,"m=""^ of W",» ix,�' ^ ,^ c0Utelits mmmauctv"- .............---'......................................._---'........................................................... � ma ................ ....'....... -__'' -- ................. .............' ........... A W�mw -_ _'__- -__--- __ ' ' � --_--_- - - A mkstfamTs_ . -_- --- -' * 4ppmv4ovmar-'- ''- -- ------- ._-. � Dou Tw-_----_....... ....------._'--..........-__-- ................ __-'-� vxmwumu ..... -_..................-__-_--- ........-_--- ....... _--� m,hv4)aoommdcomxm-------------------- .................... -_ - ..._------------------------ Pro,"Swtrniry -. _. ........._-_ oO-U*anspocimcal*ons.. ..._----_-' -- _-_--1 ... _--_. _-' -- -_w emNO^mp*,.- -- _ --_--_' --__-_---_------'-----------------_-_a /&an�.------------------------ -------_'--_'-__--_-___-,_._-.... ..... '_m ^cmom^-'A----------------- ................... .......---------.......-'_-- ......./ xwuuweenmUandnmufijumm^*' - - , . � ---_ __ -- ' -o ........ oolawa&a Tia--- -- -_----' ------- '----_---'- SM .�.............�� ���� ���'����'������'» emmmW ik,em ............ -__-........ �_---------- --- ----'w ^mmanummn ........--------- ....................' ____-' .---_--'_-_n NICE cwwmtom'--- ........................_--_-'...... -_ ' ................_---................. m V=aAsmu'........... .......... m Pack N-=**wAu,es.'- - - -- oer,m Specs meom_ _. '..........._-----'--_ ...........--- - .........--'.........o °pm,Z�xv�nm��oa.m»°�=*�=m Voice P r o d o c t s, Inc. Statement of Work to tnitill Dn d Capy0gbt 20.49 Voice Products,Inc.All fi;'hm rasf.-wd, 10 Voice Prndvcts, Inc- Statement of Work ir.1tC��:l:�It3t1 This docomeatdescribes the areluted—ad the hardawa needed to iamlenrent the NICE WFM solution_ Please note that this document is meam to address the high level legcal arehited—as n-ell a-,the inib motion needed to budget far hardware pfocw meat. The"Rococo aen&a Confiemation^shalt.mean the bardawe,third party softer and o",er technology re—mweoded by Vender and set faith intbm ap..d.. t Ve dorrepresenf,andrsarraets that theRxoumrended Configara6anis sufficient i"s ,capacity and pmceszing capacity to operate the Sates are in accordance wrtb the ducusnenla&na This dorvme t wall snore as a tool for continuity as the project is eounnen Ttis meant la serve as a road map for deployarent to apt bath the architectural requirements and business initiative needs that were diz and during the sales phase of the p ject. Using the c�rstonser s agent aad canuection conceurency vaunts,hhis dncnr�nt mill provide high level bardwvat-e requirements that are bated upon both 1a61oad fearing as--R as field euaphieal evidence and should be followed as aatti A is the hard-ae spe6ff zd—section_ Also ante that this document ryas prepared pre-project and m such,hardnraie specificz&m and deployment methads should be reviewed by the assigned project team to address any sp—fic env ronmen[aI needs and learned gatest b-tpractices- Architecture OveRfiew NICE Wwkfame Management(%TM is a multi-tiered solution that suppafts walabtlity aad reliability based upon castame needs. Web Tier Web Tier b-kersregmestsbef—the end—chants and the platform+applicatiaatim,This her usesAP—he WAI,S r,rPrtonotonly cache static content to improve perfo- ee,but also acta as the single addtoss for access to the sohnion. PlatiC,rm Tier The platform Tier acts as the-irrinpation,context rendering,and abared services engine for all of NWCt 's perl'erarance applications --g fofnard- Application Tim At the A.pylicatian Tier,several NM nodes make up the Vint Application itself.These nodes may be spread across vmriow machines based on the total amnuetaf eancvrrmt traffic.The Appheation tier is mspaasible for€)recash,schedules,reports,real-time adherence, intraday re-finecast,cte-based u}ma requests tivm both Neb5tation and RCP chant(routed via the Web and Platform Ti—) Nita Tier NICE eecammeuds a high end data tiaf due to the considerablx requieereA-ts o[foracasling,scheduling and—tereal(,A-histoncal and real fime Feed)data pmcessing. Ths,means a poh�fol database server or server cluster backed by a high-speed disk-array nr&W eanflsuration. SOL€M-N DE'�Ivt.I e'Av-3f F.rth ateGrT- Gctpyright 2019 Voice Products,Inc All rights reserved. I V o f c e P r n d u c f s, Inc. Statement of Work td€�[9tef:�'.dr'..?tfl�tat er.v:F'€uC1�rvri::,fipYll�itsp�r,yiFl,7tit+It*Fa mCiai€9ti Sy df'�st I,tgi,�r td:CL''ii'�tJl tS 1it9�d J,"HI:�1tlacefa ,r".nur:,zed or-&,m ser iz+i i9xrc{t v*71r a-,rat r:on 5.x 'rne p�ettu:rFHc+�_s;Arp+ Q;r�:tr',. sesFm�n+ca,ro pe-.i rae.fos kqr'.;, �?iY3i�aE:,"!d't"t[G�e�rt;e��t'.�t�.s fl��e�:;3Qan�a��r�vi:ites�rvGi[sar&4�.r��aeualrmermaYtaga���phya€+;i:� �uswri4r>~•tinUQtL-jU`r'ansofOmitNinrdtaoer;.IMr ILM. €i:sE[aqgQ:t.bf*italrwvau forex.F,nrk,. ihek�BG�Eio�:oaf!r�rc.,r.t�nw8hx-'isrteu.v�r:+h"a th�deteEa�.�cet�rort�'nb�•Artssat'ae�i, ��hr�an4n,anag�me�Er�#ttrc s=reur3 env�crinrsnE Es€a,e rea�n�,z3a;?ih)caF t^e ce�trrrreer- Dyo,z;rrie=.%nrsyfq:r'aF reac>,;re�(n.iF_g gnn§r.Q�,is rof c[rrenx`3}•eup�CrEeu vf�Saar�ec,VNoclme.3�a r��{uae iFe#u,srr.�sr� rt¢ MVIF#A iww'.Omitn. If rlr WTU 0093icoifs:array;S:1rm n mmnimr Any.� zrraa.aaftw-aae.d w"Af In a sfer=md_j tba#d is not btodia;AC cateraiea:sa�ar;a�rl.,:_a.iirag as dst"dinvatt MCE VVFM RTA x wos. Pkai*Yr Ar€o i`c�W#.f famv. eraizauc C�+nxx fex 3w#Lac d9tarl�r�sa,txcsgNYC'"s Vd2:k{�S:rximieus�rl�sy, Pe-'5JOC":a:1 hiMai Thin prk eei xt;i F.s to upgrade the cuereed VVFM G..4 syskm to 7.2 fw 394 Monts srth--n Avasya& C,i--fm On Premise Oeptxa;rmmt Upgrade Types [t_pgraife'To New Omd;m m C..urfant v4wf;wv G,4.x hiaaw,Mwti-tw T2 N hj lig, s;•.N r&51SA_::fly t,e Foiljs uVMs Copyrigtit 2019 Voice Products,113c.AN tl9t s reserved. 12 Volce Pro ducts, to c. 5tnfetttent of Work Dr'9t3L*35<!{..�MlVC7S•.Gn. Gwyersion. Fwi MIA Tv-WA 5?"1 Gvrmld;almt. RIIA lnfcir nr nn WA Ha&lGf�t NIA Fwafk 5chedtAes WA ,�f3r"surf{P[.�rm3f�.e;' lFamBw at utasaws�s :samf 1t4GpY rw InSiaace f��ma IVwxli,.ar sSTem9r�t N';h#�earlsMlnx Fradutian'1 t _ a.s Sauer ResQeriYl �.. lint _, , ..... .....�.. �., F� NO TE 'ar#ltgh AV00004Y.is CUWtjfret 090v§d"r5 S+NIN IS M40CAfar km-tsa.aev,,ii-V CopYrigfit 2019 Vnlce Produces,Inc.All rights reserved. 13 trnjre Products, Inc. StntemRnt of Work t'10tt:'1tRitC='re'F1CitS Y:.'1 Cr t.=adeQ tRx{;the ACES wont-kr Cisto:ne< an;o.c.aciotetitaats' tt`a''ACf:'rer4pr%G thVr won G't"Mtogrit=en to'NrM For a*f Gg We E eu>;=.wmar4 wl%n am ,p-,radrq to r-•. h?lYwSr6.Nri.E r0ttmmtn113 0 ^tW4 irtair�the Owr-np Ark;st to thenaw Pradae an system nwd-sara TKa ma{ 8so incur aft'kOmE ACD costs.pteau W.-m 3 yacu oxMtng AC5'tcrlriat r iNJ ILL171=H-1.7-j�h,4 ME Yf.Mi PrudtxEi+sl; 1 i Wee 13 Arrara Aura MIS Frocit>tt t 68 N!{ r fOMx.WR 994,9' 30 t� � �v#YLIC:CC t�IiA"35 � . lholhlctim 3s� 9 and Pub C:dc�Ut G3l SiG� 30 C3 C �e�rw_nl �z.s to F:rYf. :a=0rasF:all 1 C"M P'1ditY�'33 a1C'D-`.�M.7J�':;aa' VvZta au.l ±���W C9nra4fpr rs h�-3 �.4�i^a vr=#t i�iirrvr°6.i s mj-T�i�are dmt:-7 ta:e Wator Avz m ayv+t:m-AV SM Wh M :17F_SFr{vrt L�S=",aC1rl ie.i3}rai f-OAKI I I&C"A1• Copynght 2019 Valle products,Inc.All rights resarwed. 1A Voice Frndurts, Inc. Statement of Warlr Hardware,Sizing and Configuration Total Licensed Agents. 1394 CQncutrency. 1193 tfardware Scalable upto: I Tter3 Hardware Sizing Version_ 210 Customer Provided F5 for KA NO AppiieaZion'Der Operating,ystems Platform Windows 2012 R2 Std. is the Platform Shared with NPM No Webserver installed an Platform Server Yes Application Windows 2012 R2 Sid- Web Server(ifsepamta) NIA Databa-se Tier Operating System Windows 2012 R2 Std_ Existing Database MS-RQL 2012 Stmdard New Database PAS-SQL 2Q1G Standard N9tes: Oatabase must be on the same LAN or suimet as the rest of the NICE WFM Wrasaruct— NICE WFM does nat support Gen-Glustersng far any afthe ewers irnciudmq the database. Main�m.nce oHtae database is the;asponsibitity of the customer. Frequent database backups are big*moammended bu!are ultimately at the df—fin and of the customer_ VMotion and other VM snapsht sunwa-is not supported by NICE WFM— Hardware Sizing Addffi nar7nfarmatiwr.' Customer will need to upgrade MS-SQL Instance to MS 2016 dung upgrade_ ,NFtR SOLUTICN DES'-,[I I Y n`F0,th vuowy CaPyright 2019 VoiLe Prodtict;Inc.All rights reserved. 15 Voice Frndurts, inc. Statement of Work SSL No m1P�r}141�ap�� MSSS!is hAy,.4pxfedtapmveat'mantin-1 middle"affacks_ NOTE.�F�l'7 Yxvppores 7ZS vJ.2 om�l+,a;l n;heT}ar:ians amdimb7vdby dq�xfr. External Access Na AddiSor:af fnAamraffan. Authentication Method3 The following are different methods of 880 auther(ficators: LRAP (RCP I WebStation) See Motes SSO (WebStatiao only) No Add&S ailnfu F n- Internal Authentication NICE Connectors NICE Interactions Management I NICE Engage Platform No (NOTP"SmanCenYerin[egiati4n with WFM Vf requiras LDAP autfix 0-tian fa beenabred) NICE Performance Manager No RTAM Web Services Protocol No Add,&waf lrnformadan_ it'H4 SCL'—T;ON DE iG'i I•-fty of FcrrF:'Voff: Copyright 2019 V oce Psodui:ts,I nc.All rights reserved. 16 Voice Products, lnc, Statement of Worh SmartSync - Customer SmartSync Training ❑ Add New SmartSync Import ar � Fx ort Upgrade Existing SmartSync Connections .l ; SS Export Peo leW[ ration 1 Fore€asl Vesta 1 Ddsting Choose an itein. Choose an ilt:m. ChOOSC an item. Chww on item_ Choose an item. DICCSO fan item, Choosy anitL-rq. Choosearittem. Choose an item. Choo-dal]kwa Choose art item. Choose an item. Choose an item. Choose an item. Ciloasi�all items_ Cnoose an item Citoose an it'~€1'1. Choose an dew- C'hn*se an item uho ose an ifeni. Choose all item. ^.bcase in itern_ Addi6'omat SmartSyao frdoana5nn. Mesta I-Smartsyoc Files.-Impart(Files imparted every 9 to 5 minutrs) SmartSync File Format Considerations Exports Equtpat 51es ace de3icered iu a specific.pre-deSned famsat.If ano-tEer sgstem mrl be using Sma�t5ync esya�tr as aninfarmation sarace,reformatting may be 2egsnred in—a-ffic t$e retipimf system to accept the file. xtRt]flI LS Luyurr Giea u.vs[Le iu a yw:iGc,ye-deGnesifwuus iu u.1v w},e eccMpred lsy 2iiC�LiTt.1.1:1u�utteu rryui.r�,YSu.s,xertiurtxfure tmporhng Tl` —ilabte methods o€f&sb:�am FTP,S=,and shared dsis— if MCE WIfiM is rn¢ssng on a Windows senw,and duress a desire to pasvvely ree—M---v SFTP,then it is tare rnstomer's resoou-r'bilih•to pvmide SYCP sneer sofh,care.Microsoft does not include a mfive SF1'P 9� ntiih WwAowa-so tlilrd pany sofhva t mast be nsed.This only appl-to Windows semen that p—ively reeeir-e file-via SFtT—it does—t apply to Livas or Wkdows servers that-tiv-ely pint files via SFt`P- WFM S9LOf1011 DESIGri i City of F atti;WorL Copyright 2€119 Voice Frodurt%In[.All rights rEServtd. 17 Vaice Products, Inc. Statement o} Wvjk Packages]Featwes Customer Paaa es Enable Notes WFM Essentials C3 WFM Advanced 0 Workland Manager 0 AI Forecasting i] GDP►i Compliance l] Frisking Lagacy Customer Features -7pmeam 0f wow W4 sww-e.."Doe fn LPga[YC"10fiM mat ha"M#fined p to 0.`aroe WMPaGTage vftp4 NEm f�,lff1f28a.7+.�1�n�Y MarrSe Me m�n-eccH�g�t3. Features Licensed Enable Notes schedule Change Palicyl3ime 0oard 13 El WoOdnad Manager [l 0 Smardsyno API{only for legacy} (] 0 SmartSync Exchange WAR 1:1 0 Availahility Points [l 0 -rime Off Manager 13 �] Webstation Plus ❑ J] Outbound campaign Manager ❑ ❑ Additional License fnfb—ba n, WFM SOLUTIOT,GE`M!i I itp of Copyright 2019 Voice Products,Inc.All sight;reserved. 18 Vol ctF Products, Inc. Statement of Wark Server Specs needed App/Platlem DDserver servrer Number of CPU Cares per 14 4 server i,1lixiF__ __r..;,Miye.:u.e 55 Tri H[SD per server-G9 wu t:pdated 5ervei Specs for ApptPlalfbim Sef:er CTU Cales_2 cores to 1x ad&d is€he culfent SUV4,r.Gvarently the c are f�uT i1 1ta1laroeessers x itlx .4ockets_ RAM 20GB of Piaai rill be added for a:ohl of 40GB. HDD:400GB will be added.100GB to C mid 300 to E drie=e.f.'li=ly_C is 5OGB and E is 1 i%3- CONTACTS C46bal Mdlr tlaeal HQ,r—.k RMF EurePe&XWd1EaA T-972 9 773 3777,F+A73474342JO T a440 IM 771300.F-4401459"e71665 ,Srsefcas,N.Ah-Am u-, kiaFadk SirX4l OlScr T=12011,64?600,F-12019&MID T-*S56M 5133.F-6562325459 The Cull list of NICE maiks are the trademarks ar registered i<ad—ks oMl k.Systems Ltd.Far the M 1ist of NICE irademwt%visit :rn,roazsF„�,�,� ,q,:SIE otter marls u^.ad are She yroparly of they respective pmgrieMr- COI"EIM,OFT=DOCLNWrAIEE COPYRNHl'D 1016-2DI7. Copyright M19 Voice Products,Inc.RII rights reserved. 19 Intent. ■ Pfopared for Oly of Fort War(h PP ��¢�y'yI *� 3 Proposal for NICE 2020 Maintenance Renewal nv°rB�a Ss� E����,. t_`��7,�Wat A RIR•TSa3$]3 Csfitrsal 1Ua1lader i RraH Johnswr aunts Dals:1/44/2026 Contract Managor Ahono: .f 752 aiieta C"Otalion Date:3alr=i Contract Mandger Email:xe swPw� 1 m If1hR rA mV+i.b+l 4u MuwrCe7r Roue I�1 uunoa Ctod W+MNWIlt APO+'�inli 11FFl1�FIill12}r ;77n ��1Y ai-ui=iopi�c�'1I i- Ile8a1:11 eYK@.7.n W St�[n23e) S3nd5A2 44�a1:,�L;o-03P31f20U1 ?f'Ja5 i3 W FM Advanced,20 A Mi C- pf Fott orih 845A3 041p - IXSPji,q�1 9;5 a WFAAM.Ood.tas Outs.1 Fwin 11a71460 oq.ar':,t,�-rJ4.1 r�1 Ss9af4 nn 'U.I,I,Iy 1.i '—WkV u,ri.a,i„i 1..4cm UN OM.- In order to ensure fhat Ihnrff Is na Avpssln covorage of fhe mslntenance servfees,Vnlve Products frrc.moat{ecalva wstomar's pten:hvsa order ralafad to it,fens for the mMlnfen*nrs servkes tens 4pot9d frorehr pder to lhaappifmble romliieneamegl date of such malrrterwnce SerVfres farm. Vocle Produvis l NICE*half col provhi*iw[nry muw svn4wsheyand the end darn of rho current mafine{nanre snake ta{mll fh©purchase orderfs Rvf received prlar to s[wh caeuuencernent dale. Schedule C Cooperative Contract Texas Department of Information Resources Cooperative Contract No. DIR-TSO-3873 07/2512020-07/25/202 f 3/30/2020 M&C Review CITY COUNCIL AGENDA FORTWORTH DATE: 3/24/2020 REFERENCE**M&C 20- LOG NAME: 13P NICE SOFTWARE UPGRADE AND NO.: 0193 MAINTENANCE JC CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize a Purchase Agreement with Voice Products, Inc for the Upgrade of the City's Customer Call Center Software Using The Texas Department of Information Resources Contract No. DIR-TSO-3873 Cooperative Agreement for a One-Time Cost of $88,690.00 with Annual Renewals in the Amount Of$39,435.63 for the IT Solutions Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that City Council authorize the execution of a purchase agreement with Voice Products, Inc. for the upgrade of the City's customer call center software using Texas Department of Information Resources (DIR) Contract No. DIR-TSO-3873 for a one time amount of$88,690.00 and annual renewals in the amount of$39,435.63 for the Information Technology Solutions Department. DISCUSSION: NICE Workforce Management is a tool used by city department call centers to manage staff scheduling and vacation requests. Employees are able to manage staff shifts, submit and manage vacation bids, request time off, and access their schedule remotely. Additionally, the NICE system interfaces with the City's telephone systems and forecasts staff needs based on call loads and hourly trends. This provides the City with detailed reporting capabilities and saves City funds on labor costs. The NICE system has been utilized since 2013 and is currently operating on a product version that will no longer be supported as of September 30, 2019. Purchasing a system upgrade will enhance network security, address vulnerabilities, improve efficiency and productivity, and ensure the City system is continued to be supported by the vendor via technical support and upgrades. The NICE annual maintenance for a cost of approximately $39,435.63 was purchased in April of this year. The one-time cost to upgrade the system will be $88,690.00. Hence, the total cost for maintenance and upgrade will be $128,125.63 for this year. This M&C seeks to authorize a purchase agreement for the one-time cost of upgrading the workforce management system. Annual maintenance will continue to be purchased each year through a cooperative contract. PRICE ANALYSIS -The Texas Department of Information Resources Contract No. DIR-TSO-3873 offers discounted pricing. Staff has reviewed the pricing and determined it to be fair and reasonable. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of items. DIR Contracts are competitively bid to increase and simplify the purchasing power of government entities. SUCCESSOR CONTRACTS - In the event that the Cooperative Agreement is not renewed, Staff would cease making purchases at the end of the last Purchase Agreement coinciding with the valid Cooperative Agreement. If the City Council were to not appropriate funds for a future year, Staff would cease making purchases when the last appropriation expires, regardless of whether the then- current Purchase Agreement has expired. If the cooperative contract is extended, this M&C authorizes the City to purchase similar software and services under the extended contracts. If the cooperative contract is not extended, but a new cooperative contract is executed with Voice Products, Inc. with substantially similar terms as the previous cooperative contract, this M&C authorizes the City to purchase the services under the new cooperative contract. apps.cfwnet.org/counciI_packeVmc_review.asp?ID=27762&councildate=3/2412020 1/2 3/30/2020 M&C Review MANBE OFFICE—A MBW/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager for an amount up to $100,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - Upon City Council's approval, this Agreement shall become effective and expire on July 25, 2021 in accordance with the terms of the DIR contract. RENEWAL OPTIONS: The agreement may be renewed for additional terms according to the cooperative agreement at the City's options to renew. 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 Director of Finance certifies that upon approval of the above recommendation and award of the contract, funds are available in the current operating budgets, as appropriated, in the General and Water& Sewer Funds. Prior to any expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Kevin Gunn (2015) Originating Department Head: Reginald Zeno (8517) Additional Information Contact: Cynthia Garcia (8525) Jeff Cope (8313) ATTACHMENTS apps.cfwnet.org/council_packet/mc review.asp?ID=27762&councildate=3/24/2020 2/2