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HomeMy WebLinkAboutContract 41741 (2)CITY ,LG[i .. JA Y CONTRACT \` RACT NO tr.= :In Li A PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Agency"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L Montgomery, its duly authorized Assistant City Manager, and VS Visual Statement, Inc. ("VS" or "Consultant"), a Canadian Corporation, acting by and through, its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B o Payment Schedule 4. Exhibit C e Milestone Acceptance Form 5. Exhibit D — Network Access Agreement All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of the implementation of an electronic accident reporting software package for the police department. This package will automate the submission of accident reporting forms on the Mobile computers and desktops increasing the efficiency of the Police Officers. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of all services contemplated herein, but not later than December 1, 2011 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $152,584.10 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporatedfor all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. Professional Services Agreement VS Visual Statement, Inc. Page 1 of 24 • 1 • O ZI L RECORD CITY SECRETARY Revised January 6, 2011 The City or Consultant 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 the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Vendor will be paid for any work completed up until the date of notification. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall until the expiration of three (3) years after final payment under this contract, 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 of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract 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 of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. Professional Services Agreement VS Visual Statement, Inc. Page 2 of 24 Revised January 6, 2011 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant 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 the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT 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 CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant 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, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the 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, Consultant 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 Consultant, terminate this agreement and refund to City the payments actually made to Professional Services Agreement VS Visual Statement, Inc. Page 3 of 24 Revised January 6, 2011 Consultant under this agreement. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. In accordance with City of Fort Worth Ordinance No. 15530, the City has goals for the participation of Minority Business Enterprises and Women Business Enterprises (M/WBE) in City contracts. The consultant acknowledges the M/WBE goal established for this contract at 6% and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in the termination of this agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Consultant will submit information concerning the M/WBE (s) that will participate in the contract to meet the set goal. The information shall include: (1) the name address and telephone number of each M/WBE; (2) the description of the work to be performed by each M/WBE; and (3) the approximate dollar amount/ percentage of the participation. If Consultant fails to meet the stated goal, then Consultant must submit detailed documentation of good and honest efforts as to why the goal was not achieved. The City approves the utilization of MG Business Solutions to meet the stated goal. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle' shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit Professional Services Agreement VS Visual Statement, Inc. Page 4 of 24 Revised January 6, 2011 This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime 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 Contract. 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 shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability 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. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) 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. (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 the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. Professional Services Agreement VS Visual Statement, Inc. Page 5 of 24 Revised January 6, 2011 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will 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 the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant'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 Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand delivered to the other party, its agents employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Consultant Attn: Karen Montgomery, Assistant City Manager VS Visual Statement Inc. 1000 Throckmorton 175 2nd Ave Suite 900 Fort Worth TX 76102-6311 Kamloops, BC V2C SW1 Facsimile (817) 392-8654 Facsimile. (250) 828 0482 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant 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 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any Professional Services Agreement VS Visual Statement, Inc. Page 6 of 24 Revised January 6, 2011 future occasion. 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. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE, The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part 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 hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attache hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. 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 Professional Services Agreement VS Visual Statement, Inc. Page 7 of 24 Revised January 6, 2011 proper order, resolution ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 25. 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. 26. WARRANTY OF SERVICES. Consultant 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 Consultant's option, Consultant 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 Consultant for the nonconforming services. 27. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C " If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 28. NETWORK ACCESS. If Consultant requires access to the City's computer network in order to provide the services herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes 29. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and u pon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each e mployee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 30. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4 2, if either City or Consultant 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 P rofessional Services Agreement VS Visual Statement, Inc. Page 8 of 24 Revised January 6, 2011 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. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement VS Visual Statement, Inc. Page 9 of 24 Revised January 6, 2011 IN WITNESS WHEREOF, �. 20 th e parties hereto have executed this Agreement in multiples this day of ACCEPTED AND AGREED: CITY OF FORT WORTH: Karen L. Montgomery ( Assistant City na e/r Date: �-47,11 ATT By: Marty Hendrix City Secretary APPROVED AS TO FORM AND B Males is S. ra'F'mer Assistant City Attorney CONTRA/�CT AUTHORIZATTION: M&C: 1 S4 O Date Approved: NAME OF CONSULTANT: By: me: 04/ld [.Low#)) Title: Nr,AA MaN b+V/L Date: ATTEST: By, 000000104 �o op 00 Ica u ° ;Y r��cR J STY SECRETARY 'E W ° H, TX Professional Services Agreement VS Visual Statement, Inc. Page 10 of 24 Revised January 6, 2011 EXHIBIT A STATEMENT %J WORK ReportBeam Crash Reporting le VISUAL STATEMENT A TRIMDLE COMPANY STATEMENTOF WORK............................................................................................. 2 Scope/Objective...................................................................................................... 2 Project Software Deliverables...................................................................................... 3 QuickCrash.............................................................................................................. 3 SmartRoads............................................................................................................. 3 FormsDevelopment................................................................................................... 3 ReportBeamEngine................................................................................................... 4 ReportBeam Hosted Server.......................................................................................... 4 ReportBeam Workflow, Querying, Statistics....................................................................... 4 State E-Submission Interface........................................................................................ 4 Responsibilities......................................................................................................... 4 ProjectKickoff Meeting................................................................................................ 4 QuickCrash.............................................................................................................. 5 SmartRoads............................................................................................................. 5 Forms Development................................................................................................... 6 ReportBeamEngine................................................................................................... 6 ReportBeam Hosted Server.......................................................................................... 6 ReportBeam Workflow, Querying, Statistics....................................................................... 6 State&Submission Interface.......................................................................................a 8 Training.................................................................................................................. 8 General Duties and Responsibilities... ... Ufa NUDIFU14M I'' BIG Sam men OEM Ems one metals Now pop BIG go, led Mae tie IBM Ismail MGM MIN MGM MGM moolm Scope / Objective This Statement of Work ("SOW') describe the tasks, deliverables, cost and schedule required for VS Visual Statement Inc. ("VS") to provide Fort Worth Police Department ("PD") with the proposed ReportBeam Crash Reporting solution. Functional Overview This section provides a functional overview of the VS electronic crash reporting solution proposed for THE City. The following screen shots at the end of this section are used as a reference and aid to describe a typical report/form flow. 1. Officer logs into ReportBeam application. 2. Officer selects and starts a new crash report using the customized forms for the City. (Fig. 1 and Fig. 2) 3. Officer completes the report and sends the report to the City of Fort Worth server via built-in web service. Final validation is run against the report to ensure accuracy (Fig. 3) a. VS will configure the system to support the submission of incomplete reports. 4. Admin Sergeants or designated FWPD personnel log into ReportBeam City of Fort Worth Hosted Server (Fig. 4). 5. Admin Sergeants or designated FWPD personnel review forms/reports submitted into the pending queue and can select to approve or reject a report (Fig. 5). In addition, supervisors can: a. Reassign a report to another officer b. Delete a form/report (depending on security level) Officers can: c. Print a form/report d. Review snapshots of previous versions of a form/report e. Add attachments to a form/report 6 Crash reports will be sent to the Admin Sergeants or designated FWPD personnel. 6. Upon approval of a form/report, ReportBeam will automatically transfer report details to the state e- submission system. (Currently, we are waiting on TXDOT to go electronic) or submit reports to TXDOT electronically in PDF or electronic format by batch program or other means agreed upon by both parties. 7. Supervisor(s) and/or other authorized users may review ad -hoc querying of any form/report within the system. Querying will return a data value as part of a list, chart or mapping view. Up to 5 filters may be applied. (Fig. 6) 8. If necessary, a batch process is available to print several reports at one time based on date/time parameters. � Nen Report Sal 1 a N w Napert you atl ib b adl ® RabnbaFutdreean y.xaa xaiWaSd YMaw>weWd Se bads G Cneh VR�e �) la9 Fam Crdh ` SbM Fan Cnth VL:M.M even hn kb lm mm roeencaetaedm yia report F,� =A Cer�.p_cr f Fig. 1 Fig. 2 Fig. 3 SNOW Fig. 4 l boband 81 ate.... 1p1W..-..._. +a ....w-... Project Software Deliverables Fig. 5 The major VS software deliverables for this project are listed in this section. VS Software Deliverables: 6 • QuickCrash —ReportBeam client software for crash form • SmartRoads integrated diagramming (QuickCrash) • Forms Development-CRB-3, CRB-3C, Hit and Run Supplemental report, DWI forms, including DIC 23, DIC 24, and DIC 25. (See attached forms) • ReportBeam Engine • ReportBeam Hosted Server (hosted by the city of Fort Worth) • ReportBeam Workflow, Ad -hoc Querying and Statistical Analysis • Virtual Partner Engine • Report Beam Exporter • State E-Submission QuickCrash The Report Beam application is installed and runs on a mobile computer platform (Windows 98 or higher). Officers will open ReportBeam, complete the login information and have access to opening a new crash form, open a supplemental form, editing an existing form (drafts), or sending/receiving completed forms (inbox/outbox). Note that updates/modifications to the form after submission are accomplished by rejecting the report, having the officer download the report, make the necessary revisions and resubmit the report for final approval. SmartRoads SmartRoads represents the integrated diagramming component within ReportBeam (QuickCrash). SmartRoads is started by clicking on the Diagramming icon within ReportBeam, where officers can complete a diagram to -scale. Once finished, the diagram is saved and the officer returns to ReportBeam. From within ReportBeam, the officer clicks on the diagramming area ("Click here to insert diagram"), and selects the appropriate SmartRoads file. QuickCrash supports SmartRoads and Vista FX3 diagrams only; no other diagramming software is supported. Forms Development The current Texas crash form (CRB-3/CRB-3C) along with applicable business rules will be provided within the QuickCrash application based on Fort Worth specifications. This section will include the development of the Hit &Run supplemental form, along with DWI forms, DIC 23, 24 and 25.. TCP/IP connectivity must be available for transmitting forms to and from the officer's computer. ReportBeam Engine The ReportBeam Engine represents the setup and configuration of the application on the City of Fort North's server. Visual Statement will configure and setup the system for administrative access. Customer will be responsible for inputting users within the system and assigning security roles and workgroups. VS will accept an initial flat -file (CSV/Excel) for the creation of the initial user list. The format of this list will be agreed upon by both parties. ReportBeam City of Fort Worth Hosted Server The City of Fort Worth will provide the server for the hosted solution. Customer is responsible for ensuring TCP/IP (Internet) traffic can successfully connect and transfer data between their server and the agency. ReportBeam utilizes SSL web services for the transfer of all data, so the agency should ensure a transfer on port 443 is possible. ReportBeam Workflow, Querying, Statistics The ReportBeam Workflow module will be configured as per standard specifications meaning forms/reports will be submitted into the system, Geocoding will be attempted, and the report will be maintained in a "Pending" status. Supervisors can then review the report and approve or reject the report. The Querying and Statistical Reporting module will be configured to provide dropdown selection and querying of any data field found within the crash form. The system allows for the selection of a single data element for review, mapping or charting, and supports up to 5 filters to be used for the query. Mapping results are displayed via Microsoft's Bing Maps and the city's ARCGIS base maps and layers that are used by the Police department. Virtual Partner Engine The Virtual Partner Engine will facilitate the interface to City of Fort Worth mobiles and integrate Records Check data from our Tritech CAD data. This data will be populated into the QuickCrash customized forms. Report Beam Exporter The Report Beam Exporter will produce an XML file for import into our Tiburon Records Management System. Currently, the City of Fort Worth will need the XML to be formatted to capture the driver, pedestrian and vehicle information into the Tiburon Traffic Collision module. State E-Submission Interface Based on the Texas e-submission guidelines, Visual Statement will provide automatic transfer of completed crash reports in a batch to the state system. Visual Statement is responsible for the creation of data files Responsibilities Project Kickoff Meeting Objective: 1. Review VS and City Project Manager Contact Information 2. Review Payment Terms 3. Review Billing Contact Information 4. Review Products Listed on Sales Order 5. Review Product Specifications 6. Review Software Development Process 7. Review Acceptance Test Process 8. Review Software Maintenance 9. Review Initial Project Plan Timeline & City Deliverables 10. Product User Guides Sent to City 11. Review and agree on the Statement of Work deliverables, roles and responsibilities. VS shall: 1. Schedule project kickoff call between VS and City 2. Provide Updated Project Plan on a bkweekly basis and send to City for Review & Approval 3. VS project Manager will track and maintain issues that are occurring with the project and provide prompt follow-up to these issues. City shall: 1. Review, Propose any changes & Approve Project Plan in accordance with project timeline. QuickCrash (Report Beam) VS Shall: 1. Provide installation package of Report Beam for our Mobile Data Computers (MDC's) and FWPD network, LAN computers at each of the stations/offices. 2. Provide technical expertise and assistance on the automated push of the installation package to our MDC's and FWPD network LAN computers at each of the stations/offices. 3. Provide user documentation on the Report Beam application 4. Provide guidance on client settings for the Report Beam application 5. Provide custom changes to the Report Beam Wizard (Prompting for Tiburon Service # or Call # to match report # with the import from CAD call. City shall: 1. Perform Tests on MDC's over air cards and Netmotion to ensure connectivity. 2. Shall verify the QuickCrash user interface works visually and functionally on 10 to 20 mobile data computers (MDC's) on different sides or areas of the City. 3. Perform QuickCrash tests using all 3 forms to test form. 4. Perform user testing to ensure business rules and workflow processes are properly configured such as approvals and rejections. 5. Utilize change log for any changes to the business rules after initial development 6. Test software and provide feedback in accordance with project timeline. 7. Verify QuickCrash is accessible through our city firewalls and Netmotion to the mobile clients. SmartRoads VS shall: 1. Deliver SmartRoads diagramming application on City of Fort Worth Mobiles 2. Verify there are no issues with the standard screen resolution on the mobiles and diagramming software. 3. Provide User Documentation 4. Ensure the SmartRoads diagramming works on our MDC's at an 800 x 600 resolution. 5. Provide proof of concept integrating GIS roadway data (intersections) as templates for SmartRoads City shall: 1. Test SmartRoads diagramming on 1v1W800 and MW810 MDC's. 2. Verify the diagramming tools are sufficient for accidents. Forms Development VS shall: 1 Deliver customized CRB-3, CRB-K, Hit and Run Supplemental report and DWI forms (DIC 23, 24 and 25). 2 Provide custom fields as needed by the city on the forms (Tritech CAD Service Number). 3 Provide logic and workflow used in the design of the form. 4 Implement business workflow rules within the software. 5 Verify queries work from fields the default fields and custom fields. City shall: 1. Review and test each customized form. 2. Ensure workflow is designed properly and fields populate correctly. 3. Verify Records Check data from Tritech CAD is populated in the form. 4. Signoff and approve after forms are tested. ReportBeam Engine VS shall: 1. VS will remotely login and configure the Report Beam Engine Software on our designated server. VS will configure our initial user for system and will provide technical assistance until the product is completely configured. 2. Provide guidance during integration and testing. 3. Provide Administrative user documentation. 4. Review technical configuration with internal CFW IT and PD personnel. 5. Fix noted issues during testing within 48 hours after notified and designated time after go live. City shall: 1. Test the software and provide feedback in accordance with project timeline 2. The city will test the approval and rejection of accident reports and the associated workflow. ReportBeam CFW Hosted Server VS shall: 1. Configure ReportBeam on City of Fort Worth's server. (PD Server) 2. Work with City's IT security department to ensure proper ports are configured (Port 443) 3. Work with the city to ensure the reports are uploaded to the hosted server via the mobiles City shall: 1. Test software and provide feedback on issues in accordance with project timeline Z. Signoff and approve after a successful test. ReportBeam Workflow, Querying, Statistics VS shall: 1. Develop/Customize/Deliver Workflow and Reporting modules for TX crash form based on Fort Worth specifications. 2. Provide guidance during integration and testing during normal VS business hours (lam to 5:00pm Pacific Time). 3. VS shall work with Traffic unit and other administrative personnel to determine and configure reports and queries for traffic statistics as well as train on how to write additional reports and queries as needed. 4. VS will verify Geocoding works properly with Bing Maps. 5. Provide the conversion formula to assist in the conversion of our CAD Lat and Long coordinates versus the ESRI X and Y coordinates. 6. Provide standardized queries to the city that produce SSR reports for our accident reporting statistics. City shall: 1. Test software and provide feedback in accordance with project timeline. 2. Test the forms ability to approve, reject and update the forms. 3. Test the queries and verify reports give proper data 4. Signoff and approve after a successful test. Virtual Partner Engine VS shall: 1. Install and configure the Interface to retrieve Driver's License and Vehicle Registration records Check data from Tritech CAD system. 2. Provide Proof of concept that the data gets properly propagated and mapped into QuickCrash forms with the interface provided 3. Customize the report field to also pull in the Tritech CAD call # and the report # associated with the accident or crash call to ensure proper report #'s are used. 4. Work with the city on integration issues. City shall: 1. Test interface to ensure the data is populated into the customized forms and provide feedback. 2. Ensure all data necessary is coming from interface into forms. 3. Signoff and approve after review of data from interface. Report Beam Exporter VS shall: 1. Provide an XML formatted properly to import data into our Tiburon Records Mgmt System. VS will need to work with Tiburon to ensure the fields map correctly from their XML to the Tiburon RMS system Traffic Collision module. 2. Assist the city with the import of this data into our test Tiburon Database. 3. Work with the city on integration issues. City shall: 1. Test interface and provide feedback. Z. Ensure all data necessary is coming from XML file to Tiburon. 3. Signoff and approve after review of data from XML file. State E-Submission Interface VS shall: 1. Develop/Customize/Deliver state e-submission interface 2. Provide expertise to perform the integration of the interface. 3. VS will assist in the configuration of the E-submission interface between CFW servers and TXDOT. 4. Work with the CFW IT Security Staff on firewall rules in order to export data to TXDOT 5. If TXDOT doesn't accept the electronic submission of data, VS will supply a batch routine to an electronic PDF file or to print multiple reports to be sent to TXDOT. 6. Provide a proof of concept test to TXDOT to ensure the data gets delivered to TXDOT City shall: 1. Provide assistance with respect to gathering data submission requirements from the state 2. Test software and provide feedback in accordance with project timeline 3. Signoff and approve after a successful test. Training VS Responsibilities: 1. Provide City with in-house training tailored to cover the software aspects of the VS products purchased including the administrative set up of users and security. 2. Provide "Train the Trainer" needed for 20 instructors. 3. Provide training materials for the class City Responsibilities: 1. Designate personnel to be trained. 2. Provide facilities and make personnel available for in-house training. Note: In order for officer training to be effective, class size should be limited to a maximum of fifteen (15) students per session. (Admin Sergeants, 5 Corporals, Designated officers and Records stafo Based on the training required for the products purchased, it is expected that a basic training session will last four (4) hours. GENERAL DUTIES AND RESPONSIBILITIES 1. General Duties 1.1 ReportBeam stores an electronic copy of the data only on a City of Fort Worth server which provides the document electronically to the City or the ability to print a hard copy. 1.2 VS Visual Statement Inc. agrees to provide Windows -based software for the completion of the state collision report as outlined on enclosed price quote. 2. Support. 2.1 VS Visual Statement Inc. agrees to make any necessary changes to the collision reports as required by the State or requested by the City. In addition, any ReportBeam updates will be supplied at no additional charge, as per the maintenance provisions set forth in Section 4 of the General Duties and Responsibilities. 2.2 VS Visual Statement Inc. will provide toll free telephone support Monday to Friday Sam to 5pm CST anA 24/7 email support. 3. ReportBeam Launch Timeline. 3.1 Agency agrees to install and configure the software on the necessary servers and required number of mobiles and desktops by July 1, 2011. 3.2 VS Agrees to configure server and database 30 days after project Kickoff. Forms development and incorporation of GIS data shall be within 45 to 60 days after kickoff. 3.3 This schedule is intended to assist both VS Visual Statement Inc. and the Agency in committing to the agreed upon timeline. 4. RepoYtBeam Maintenance. 4.1 VS Visual Statement Inc. agrees to provide the agency with the following: (a) Updates to all ReportBeam software (b) Unlimited agency access to the ReportBeam web application including unlimited statistical queries, mapping queries and reports © Free State Crash Report Updates: In the event, that the state modifies or changes the state crash report our electronic form will be modified or changed accordingly to duplicate the most current form and meet state requirements. Timeline should be within 30 days or by the State deadline for report changes, whichever deadline is (d) Free Updates to existing form business rules: This feature allows you to make minor modifications to form business rules and format to assist in creating the most intuitive and user friendly format possible. (e) Free Minor Schema updates: In the event, the state makes modifications at the state level we will make the appropriate schema changes to maintain a seamless interface between the state and Report Beam. (f) Free Report Beam Updates: Report Beam continues to enhance itself based on user feedback, and as these enhancements are implemented you will receive these updates automatically (service packs and minor revisions). (g) Free updates to Smart Roads diagramming tool: Visual Statement posts quarterly updates with powerful new features. Updates to all state -mandated forms related to collision reporting PAYMENT SCHEDULE Contact: Nanette Monte Agency Name: City of Fort Worth, Fort Worth Police Department Address: 1000 Throckmorton City, State 8Zip: Fort Worth, TX 76102 Order No: S-15918 Contact Name: Aaron Weiss aweiss@visualstatement.com 300 ReportBeam Includes QuickCrash, Includes CRB-3, $250000 $751000.00 APS001277 QuickCrash SmartRoads and CRB-3C, Hit & ReportBeam Server User Run, Minor License. Accident, Pedestrian Stop APS000558 1 ReportBeam Initial set-up and indexing $7,500.00 $71500.00 Engine of forms within the ReportBeam solution APS001374 1 VS Professional Visual Statement Direct Export of $10,000000 $109000.00 Services Professional Services data to TXDOT (Custom) system APS001089 1 Virtual Partner Interface to mobile data Data import from $51000.00 $5,000.00 Engine system mobile query system (TriTech) APS001375 1 ReportBeam Provide access to XML $21995.00 $2,995400 Exporter database file for each form record submitted. (Per Form) APS000567 1 ReportBeam Remote Server Software for $25,000.00 $25,000400 Self -Hosted ReportBeam includes: The Server Software ReportBeam .NET web application (including aspx files, graphics & support files), database script files, and configuration of server. NOTE: Client is responsible for purchase of server hardware, Windows 2003 Server (Standard, not Web Edition) license, and SQL Server 2005 (Standard Processor License). Server hardware recommended specs: 2.8GHz Xeon Processor, 2GB RAM, RAID 1 Controller, 2x 120GB+ SATA or SCSI Drives. If the agency does a large volume of reports (over 50,000 per year), a second identical server is suggested to function as the database server. In this case, only one server requires the SQL Server license (the one acting as the DB Server). APS001940 1 Training Course 2 day ReportBeam Training $41500.00 $4,500600 - 2 day - (ask for details on cost ReportBeam. associated with additional days). APS001770 1 True Partner The following updates are Per year pricing $22,589010 $221589.10 Maintenance available as part of the guaranteed for 3 (TPM) - Annual True Partner years ReportBeam Maintenance: 1) Priority Tech Support: Your case will receive priority support and will be resolved to your satisfaction 2) Free State Crash Report Updates: In the event, that the state modifies or changes the state crash report our electronic form will be modified or changed accordingly to duplicate the most current form and meet state requirements. 3) Free Updates to existing form business rules: This feature allows you to make minor modifications to form business rules and format to assist in creating the most intuitive and user friendly format possible. 4) Free Minor Schema updates: In the event, the state makes modifications at the state level we will make the appropriate schema changes to maintain a seamless interface between the state and Report Beam. 5) Free Report Beam Updates: Report Beam continues to enhance itself based on user feedback, and as these enhancements are implemented you will receive these updates automatically (service packs and minor revisions). 6) Free updates to Smart Roads diagramming tool: Visual Statement posts quarterly updates with powerful new features. NET TOTAL (USD) $152,584.10 You have received a discount of (USD) $74700 EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone /Deliverable Ref. #: Milestone /Deliverable Name: Unit Testing Completion Date: Milestone /Deliverable Target Completion Date: Milestone /Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Signature: Printed Name: Title: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: Approved by City Department Director or Designee: Signature: Printed Name: Title: Date: EXHIBIT D NETWORK ACCESS AGREEMENT (Insert your Network Access Agreement ) NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and VS Visual Statement, Inc. with its principal location at Suite 900 175 2"d Ave Kamloops BC, ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City 's network in order to provide [Crash Reporting services]. In order to provide the necessary support, Contractor needs access to [Internet services.]. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing [Crash Reporting Services]. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. . ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. Vendor Network Access Agreement Rev. 12/21/2010 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. Vendor Network Access Agreement 2 VS Visual Statement, Inc. Rev. 12/21/2010 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, moed, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. 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. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. 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 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, 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Karen L. Montgomery (� Assistant City Man_gey� / Date: ATT By: Marty Hendrix City Secretary APPROVED AS TO FORM AND Assistant City Vendor Network Access Agreement VS Visual Statement, Inc. VS VISUAL STATEMENT INC.: By: I�fne: CNA� L�D�,1►G� Title: Date: �,� )�i i 120 i TEST: AT ,ame o. title: o 40 p r e° F/ a 3 ss OFFIGIAIR�GORD CITY S�GR�7ARY *Tv WORTH, 71 Rev. 12/21 /2010 M&C - Council Agenda Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 4/12/2011 DATE: Tuesday, April 12, 2011 REFERENCE NO.: **C-24848 LOG NAME: 04VS VISUAL STATEMENT INC SUBJECT: Authorize Execution of an Agreement for Software and Professional Services with VS Visual Statement, Inc., for the Purchase of Electronic Accident Reporting Software, Training, Maintenance and Support, and Interfaces for the Fort Worth Police Department at a Cost Not to Exceed $152,584.10 RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Agreement for Software and Professional Services with VS Visual Statement, Inc., for the purchase and implementation of an Electronic Accident Reporting software package that supports the Fort Worth Police Department at a cost not to exceed $152,584.10. DISCUSSION: On January 23, 2007, City Council approved M&C C-21944 for a Computer Aided Dispatch (CAD) and Station Alerting System and add -on software modules that are necessary to provide total system functionality required by the Police Department. These modules were to be competitively bid. The Electronic Accident Reporting software package is the last module for the CAD project. The City of Fort Worth Police Department currently houses paper copies of all accident reports which are available for purchase by the public. The current inventory is stored within the Records Division which has created space issues and storage problems. The enhanced capabilities of an electronic accident reporting system will help improve the accuracy of the reports, provide standardized templates for diagramming and provide a workflow for supervisors to review and approve the electronic reports submitted by personnel. The data will be stored on City of Fort Worth servers and will be accessible to run and compile statistical reports for accidents. The staff recommends executing an agreement with VS Visual Statement for the software and professional services required to implement a new accident reporting system. BID ADVERTISEMENT —This RFP was advertised in the Fort Worth Star -Telegram on August 19, 2009 and September 2, 2009. The City received three bids from the following vendors: Open Portal Solutions, VS Visual Statement and Visconti. The selection criteria were technical response, proposed price, warranty(is), M/WBE participation and training. Due to the options available with this system an extended period of time was required to conduct vendor demonstrations, evaluate new capabilities and complete selection. Staff evaluated the proposals and recommends that the agreement be awarded to VS Visual Statement. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager for an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL OPTIONS -The support agreement may be renewed for up to three additional, one-year terms http://apps.cfwnet.org/ecouncil/printmc.asp?id=14921 &print=true&DocType=Print 5/6/2011 M&C - Council Agenda Page 2 of 2 by mutual agreement of the parties. 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. M/WBE — VS Visual Statement, Inc., is in compliance with the City's MWWBE Ordinance by commng to six percent MWWBE participation minus maintenance and training on this project. The City's MWBE goal on this contract is six percent. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the Specially Funded Capital Projects Fund. FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: Originating_Department Head:ff Additional Information Contact: FROM Fund/Account/Centers C291 539120 041100064480 Karen Montgomery (6222) Peter Anderson (8781) Nanette Monte (2625) ATTACHMENTS 1. C2915.39.120.pdf (CFW Internal) 2. Revised Compliance Memorandum for Reportbeam (2).pdf (CFW Internal) $152, 584.00 http://apps.cfwnet.org/ecouncil/printmc.asp?id=14921 &print=true&DocType=Print 5/6/2011