HomeMy WebLinkAboutContract 53981 City Secretary Contract No. 53981
FORTWORTH,
PURCHASE AGREEMENT
(Information Technology)
This Purchase Agreement("Agreement')is made and entered into by and between the City of Fort
Worth, a Texas home-rule municipal corporation (the "City" or "Client') and International Business
machines Corporation,a New York corporation("Vendor").City and Vendor are each individually referred
to herein as a"party"and collectively referred to as the"parties."The term"Vendor"shall include Vendor,
its officers,agents,employees,representatives,contractors or subcontractors.The term"City"shall include
its officers,employees, agents,and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Purchase Agreement;
2. Exhibit A—Quote;
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents,the terms and conditions of this Agreement shall control.
The term"Vendor"or"Contractor"shall include the Vendor or Contractor,and its officers, agents,
employees,representatives, servants,contractors or subcontractors.
The term"City" shall include its officers, employees,agents, and representatives.
1. Product. Vendor hereby agrees,with good faith and due diligence,to provide the City with
software licensing,subscription,and support outlined and described in the Quote attached hereto as Exhibit
"A" and incorporated herein for all purposes, and further referred to herein as the "Software." If there is
any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall
control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below ("Effective Date") and shall expire no later than 12 months from execution ("Expiration Date"),
unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the
parties. This Agreement may be renewed for an unlimited number at the mutual agreement of the parties,
each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least
thirty(30) days prior to the end of each term.
3. Compensation. City shall pay Vendor an amount not to exceed Three Thousand Dollars
and 0/100($3,000.00)in accordance with the provisions of this Agreement. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing. City agrees to pay all invoices of Vendor within thirty(30)days of receipt of such invoice.
OFFICIAL RECORD
Purchase Agreement age o RY
FT WORTH,TX
City Secretary Contract No.
3.1. INTELLECTUAL PROPERTY INFRINGEMENT.
3.1.1. The Vendor warrants that all Software,or any part thereof,furnished
hereunder, including but not limited to: programs, documentation, software,
analyses,applications,methods,ways,and processes(in this Section 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 right.
3.1.2. If a third party asserts a claim against the City that a Vendor Deliverable
acquired under this Agreement infringes a patent, trademark, copyright, or other
registered intellectual property rights,Vendor will defend the City against that claim and
pay amounts finally awarded by a court against the City or included in a settlement
approved by Vendor.Vendor has no responsibility to the extent that claims are based on
non-Vendor products and services,items not provided by Vendor or any violation of law
or third party rights caused by the City's Content,materials,designs,or specifications.
3.1.3. Vendor's obligation to defend and indemnify the City is subject to the
City: (i)promptly giving Vendor written notice of any claims; (ii)supplying information
reasonably requested by Vendor; and (iii) allowing Vendor to control, and reasonably
cooperating in,the defense and settlement,including mitigation efforts. Failure to give
timely notice will not affect any rights to indemnification hereunder unless and only to
the extent that Vendor demonstrates an inability to defend due to the City's delay or
actual damage caused by such failure.
3.1.4 Unless otherwise agreed by the parties, upon the City's tender of the
defense, Vendor shall: (a) take control of the defense and investigation of the claim;
and(b)employ and engage attorneys of its own choice to handle and defend the claim
at Vendor's cost, risk and expense. No compromise or settlement of the claim that
requires the City to admit to a violation of law or imposes any sanctions or liabilities,
may be made without the written consent of the City,and the City may withhold such
consent if such compromise or settlement would (a) adversely affect the City's
business, (b) require less than an unconditional release with respect to the claim, or
(c)require the City to admit any guilt or wrongdoing.
3.1.5 Vendor shall at Vendor's sole option and expense and as the City's
sole remedy: (i)procure for the City the right to continue to use the affected portion
of the product or service,or(ii)modify or replace the affected portion of the product
or service with functionally equivalent or superior product or service so that City's
use is non-infringing.
Purchase Agreement Page 2 of
City Secretary Contract No.
3.2. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring.If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under this Agreement or in connection with the performance of this Agreement or
any Statement(s) of Work("Data Breach"), Vendor shall immediately notify City in writing
and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach.
In the event of such Data Breach,Vendor shall fully and immediately comply with applicable
laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend,
indemnify and hold City,its Affiliates,and their respective officers,directors,employees and
agents, harmless from and against any and all third party claims, suits, causes of action,
liability,loss,costs and damages,including reasonable attorney fees,arising out of or relating
to any third party claim arising from breach by Vendor of its obligations contained in this
Section,except to the extent resulting from the acts or omissions of City.All Personal Data to
which Vendor has access under this Agreement, as between Vendor and City,will remain the
property of City. City hereby consents to the use, processing and/or disclosure of Personal
Data only for the purposes described herein and to the extent such use or processing is
necessary for Vendor to carry out its duties and responsibilities under this Agreement, any
applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal
Data to third parties other than through its underlying network provider to perform its
obligations under this Agreement, unless authorized in writing by City.Vendor's obligation
to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is
the result of the actions of a third party.All Personal Data delivered to Vendor shall be stored
in the United States or other jurisdictions approved by City in writing and shall not be
transferred to any other countries or jurisdictions without the prior written consent of City.
4. Right to Audit.
4.1. 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.
4.2. 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.
(signature page follows)
Purchase Agreement Page 3 of
City Secretary Contract No.
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
A,z) of this contract,including ensuring all
By: Valerie Washington(Jun 5,202015:51 CDT) performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: J U n 5, 2020 By: Leah
(May
2/ y�,
Name: Leah Huff
APPROVAL RECOMMENDED: Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By: Rog r Wright(May ff,202014:07 CDT)
Name:Roger Wright R5
Title: Interim Director,IT Solutions By: A Strong(May ,2020 14:14 CDT)
Name: John B. Strong
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
y
By: U ': J n-` Date Approved:NA
Name:Mary J. Kayser a"
Title: City Secretary p`_`_ s Form 1295 Certification No.:NA
VENDOR:
International Business Machines Corporation
By:
Name: staphani� a Schmid
Title: IBM Data&Al Specialist
Date: W21/2020
i
Purchase Agreement Page 4 of
City Secretary Contract No.
EXHIBIT A
QUOTE
Purchase Agreement—ExA Page 5 of
International Business Machines Corporation
International Business Machines Corporation,PO Box643600,Pittsburgh,
PA 15264-3600
IBM Software Quotation 30-Mar-2020
Customer Information
Attn: Mark Deboer
Texas-City of Fort Worth
200 TEXAS ST
FORT WORTH TX 76102-6314
UNITED STATES
Passport Advantage Agreement Number:8844 Passport Advantage Site Number: 7061474
IBM Customer Number: 3488001 Anniversary: 01-Jan
Relationship SVP Level: GV Quotation SVP Level: GV
Dear Customer,
Thank you for your inquiry regarding IBM Software.
Any and all prices herein are suggested prices only and are subject to change at IBM's sole discretion. Products listed
herein are subject to withdrawal or modification by IBM at any time at IBM's sole discretion. Final coverage dates for new
license,Software Subscription and Support reinstatement,and Software Subscription and Support renewal part numbers
will be based upon IBM's acceptance of the order,and as specified in the applicable agreements,irrespective of the dates
which may appear in this quote.
This quotation is valid from 30-Mar-2020 and will expire on 15-May-2020.
Your order will be governed by and is subject to the terms of your Passport Advantage Agreement or the Passport
Advantage Express Agreement, as applicable, against which this transaction will be placed.
Data Processing Protection - IBM's Data Processing Addendum (DPA) at http://ibm.com/dpa and the DPA Exhibit at https:
www.ibm.com/mysupporUs/article/support-privacy apply to Client personal data, if and to the extent: i) the European
General Data Protection Regulation (EU/2016/679); and ii) other data protection laws identified at http://www.ibm.com/
dpa/dpl apply.
If you need assistance with placing your order or wish to discuss your quotation,please contact the IBM Representative
noted below.
Yours sincerely,
Stephanie Schmid
Phone Number: 1-512-470-8584
E-mail Address: Stephanie.Schmid@ibm.com
International Business Machines Corporation NEENEEK
MEN MEN MEN � AEEEEE
International Business Machines Corporation,PO Box643600,Pittsburgh, WEE NEEMENEW
PA 15264-3600 = =_=
IBM Software Quotation
Quotation Information Customer Information
Number: 18648993 Attn: Mark Deboer
Effective Date: 30-Mar-2020 Texas-City of Fort Worth
Expiration Date: 15-May-2020 200 TEXAS ST
FORT WORTH TX 76102-6314
UNITED STATES
Sales Representative
IBM Contact: Stephanie Schmid
Phone Number: 1-512-470-8584
Passport Advantage Agreement Number:8844 Passport Advantage Site Number: 7061474
IBM Customer Number: 3488001 Anniversary: 01-Jan
Relationship SVP Level: GV Quotation SVP Level: GV
Summary
Total Points 5.91
Subtotal 1,131.00
Total 1,131.00 USD
Software
Item hart nun Quantity Points Unit Price Extended Amount
IBM SPSS Statistics Base Authorized User Initial Fixed Term License+SW Subscription&Support 12 Months
1 DOEEILL 1 5.91 1,131.00 1,131.00
Coverage Dates: 30-Mar-2020 - 29-Mar-2021
Useful/Important web resources:
Passport Advantage information,customer secure site access,training,etc.:www.ibm.com/software/oassoortadvantage
IBM's International Program License Agreement and product License Information documents:www.ibm.com/software/sla
International Business Machines Corporation
International Business Machines Corporation,PO Box643600,Pittsburgh,
PA 15264-3600
Applicable tax will be recalculated at the time of order processing.
IBM acceptance of the order is subject to credit approval.
Your order is governed by and subject to the terms of your Passport Advantage Agreement or the Passport Advantage
Express Agreement,as applicable,against which this transaction will be placed.
Data Processing Protection - IBM's Data Processing Addendum (DPA) at http://ibm.com/dpa and the DPA Exhibit at
https://www.ibm.com/mysupport/s/article/support-privacy apply to Client personal data, if and to the extent: i) the
European General Data Protection Regulation (EU/2016/679); and ii) other data protection laws identified at hw.//
www.ibm.com/dpa/dpi apply.
Useful/Important web resources:
Passport Advantage information,customer secure site access,training,etc.:www.ibm.com/software/oassportadvantage
IBM's International Program License Agreement and product License Information documents:www.ibm.com/software/sla
IBM Software Support web site:httos://www.ibm.com/software/su000rVhandbook.htmi
International Business Machines Corporation
International Business Machines Corporation,PO Box643600,Pittsburgh,
PA 15264-3600
IBM Terms and Conditions
IBM International Passport Advantage Agreement
The quote or order to which this document relates is governed by the terms of your Passport Advantage Agreement and its associated
attachment(s).
If you have any trouble with the link(s) provided, please copy and paste the appropriate URL in your browser's navigation bar.
Useful/Important web resources:
Passport Advantage information,customer secure site access,training,etc.:www.ibm.com/software/passportadvantaae
IBM's International Program License Agreement and product License Information documents:www.ibm.com/software/sla
IBM Software Support Web site: https://www.ibm.com/software/support/handbook.htmi
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